<PAGE>

                                                                  EXECUTION COPY



                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.,
                                   DEPOSITOR,


                      GMAC COMMERCIAL MORTGAGE CORPORATION,
                                MASTER SERVICER,


                      GMAC COMMERCIAL MORTGAGE CORPORATION,
                                SPECIAL SERVICER


                                       and


                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                                     TRUSTEE



                         POOLING AND SERVICING AGREEMENT

                          DATED AS OF DECEMBER 1, 2002

                      ------------------------------------




                                  $777,414,016
                       MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2002-C3

<PAGE>

     This Pooling and Servicing Agreement (this "Agreement"), is dated and
effective as of December 1, 2002, among GMAC COMMERCIAL MORTGAGE SECURITIES,
INC., as Depositor, GMAC COMMERCIAL MORTGAGE CORPORATION, as Master Servicer,
GMAC COMMERCIAL MORTGAGE CORPORATION, as Special Servicer and WELLS FARGO BANK
MINNESOTA, NATIONAL ASSOCIATION, as Trustee.

                             PRELIMINARY STATEMENT:

     The Depositor intends to sell the Certificates, to be issued hereunder in
multiple Classes, which in the aggregate will evidence the entire beneficial
ownership interest in the Trust Fund to be created hereunder, the primary assets
of which will be the Mortgage Loans. The aggregate of the initial Cut-off Date
Principal Balances of the Mortgage Loans is approximately $777,414,016.

     As provided herein, the Trustee will elect to treat the segregated pool of
assets consisting of the Mortgage Loans (exclusive of that portion of interest
payments thereon that constitute Excess Interest) and certain other related
assets subject to this Agreement as a REMIC for federal income tax purposes, and
such segregated pool of assets will be designated as "REMIC I". The Class R-I
Certificates will represent the sole class of "residual interests" in REMIC I
for purposes of the REMIC Provisions under federal income tax law. With respect
to each Mortgage Loan, there shall be a corresponding REMIC I Regular Interest.
The designation for each such REMIC I Regular Interest shall be the loan number
for the related Mortgage Loan set forth on the schedule attached hereto as
Schedule I. The REMIC I Remittance Rate (as defined herein) and the initial
Uncertificated Principal Balance of each such REMIC I Regular Interest shall be
based on the Net Mortgage Rate as of the Cut-off Date and the Cut-off Date
Principal Balance, respectively, for the related Mortgage Loan. Determined
solely for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for each such REMIC I
Regular Interest shall be the first Distribution Date that follows the Stated
Maturity Date for the related Mortgage Loan. None of the REMIC I Regular
Interests will be certificated.

     As provided herein, the Trustee will elect to treat the segregated pool of
assets consisting of the REMIC I Regular Interests as a REMIC for federal income
tax purposes, and such segregated pool of assets will be designated as "REMIC
II." The Class R-II Certificates will represent the sole class of "residual
interests" in REMIC II for purposes of the REMIC Provisions under federal income
tax law. The following table irrevocably sets forth the designation, REMIC II
Remittance Rate and the initial Uncertificated Principal Balance for each of the
REMIC II Regular Interests. Determined solely for purposes of satisfying
Treasury Regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity
date" for each REMIC II Regular Interest shall be the first Distribution Date
that is at least two years after the end of the remaining amortization schedule
of the Mortgage Loan that has, as of the Closing Date, the longest remaining
amortization schedule, irrespective of its scheduled maturity. None of the REMIC
II Regular Interests will be certificated.

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      Designation           REMIC II                Initial Uncertificated
                        Remittance Rate                Principal Balance
-----------------------------------------------------------------------------
      LA-1-1              Variable (*)                       $8,060,000

      LA-1-2-A            Variable (*)                      $36,584,000

      LA-1-2-B            Variable (*)                      $37,280,000

      LA-1-2-C            Variable (*)                      $35,321,000

      LA-1-2-D            Variable (*)                      $21,471,000

      LA-1-2-E            Variable (*)                      $48,002,000

      LA-1-2-F            Variable (*)                      $15,113,000

      LA-1-2-G            Variable (*)                       $5,885,000

      LA-2-A              Variable (*)                       $8,636,000

      LA-2-B              Variable (*)                      $40,452,000

      LA-2-C              Variable (*)                     $357,352,000

      LB                  Variable (*)                      $29,153,000

      LC                  Variable (*)                      $11,661,000

      LD                  Variable (*)                      $18,463,000

      LE                  Variable (*)                      $11,661,000

      LF                  Variable (*)                       $9,717,000

      LG-A                Variable (*)                       $6,613,000

      LG-B                Variable (*)                       $3,105,000

      LH-A                Variable (*)                         $252,000

      LH-B                Variable (*)                       $5,582,000

      LH-C                Variable (*)                       $3,884,000

      LJ-A                Variable (*)                       $6,532,000

      LJ-B                Variable (*)                       $6,376,000



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      LJ-C                Variable (*)                       $5,556,000
      LK                  Variable (*)                       $8,746,000

      LL-A                Variable (*)                         $233,000

      LL-B                Variable (*)                       $5,598,000

      LM                  Variable (*)                       $4,859,000

      LN                  Variable (*)                       $3,887,000

      LO-1                Variable (*)                       $2,722,000

      LO-2                Variable (*)                       $1,165,000

      LP                  Variable (*)                      $17,493,016

     As provided herein, the Trustee will elect to treat the segregated pool of
assets consisting of the REMIC II Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated as
"REMIC III". The Class R-III Certificates will represent the sole class of
"residual interests" in REMIC III for purposes of the REMIC Provisions under
federal income tax law. The following table irrevocably sets forth the
designation, the Pass-Through Rate and initial Class Principal Balance for each
of the Classes of REMIC III Regular Certificates. Determined solely for purposes
of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the "latest
possible maturity date" for each Class of REMIC III Regular Certificates shall
be the first Distribution Date that is at least two years after the end of the
remaining amortization schedule of the Mortgage Loan that has, as of the Closing
Date, the longest remaining amortization schedule, irrespective of its scheduled
maturity.

                             Certificate                Initial Class
    Designation           Pass-Through Rate           Principal Balance
------------------------------------------------------------------------------
     Class X-1                  N/A(1)                     N/A(2)

     Class X-2                  N/A(1)                     N/A(3)

     Class A-1                4.154%(4)                $207,716,000

     Class A-2                4.930%(4)                $406,440,000

      Class B                 5.101%(4)                 $29,153,000

      Class C                 5.185%(4)                 $11,661,000

      Class D                 5.270%(4)                 $18,463,000

      Class E                 5.339%(4)                 $11,661,000

      Class F                 5.733%(5)                  $9,717,000

      Class G                 5.831%(5)                  $9,718,000

      Class H                 5.944%(5)                  $9,718,000

      Class J                 5.250%(5)                 $18,464,000

      Class K                 5.250%(5)                  $8,746,000

      Class L                 5.250%(5)                  $5,831,000

      Class M                 5.250%(5)                  $4,859,000



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      Class N                 5.250%(5)                  $3,887,000

     Class O-1                5.250%(5)                  $2,722,000

     Class O-2                5.250%(5)                  $1,165,000

      Class P                 5.250%(5)                  $17,493,016

--------------------
(1)  The Pass-Through Rate for each of the Class X-1 and Class X-2 Certificates
     as described herein.
(2)  The Class X-1 Certificates will have an original Class X-1 Notional Amount
     of $777,414,016. The Class X-1 Certificates will not have a Certificate
     Principal Balance and will not be entitled to any distribution of
     certificate principal.
(3)  The Class X-2 Certificates will have an original Class X-2 Notional Amount
     of $739,228,000. The Class X-2 Certificates will not have a Certificate
     Principal Balance and will not be entitled to any distribution of
     certificate principal.
(4)  Initial Pass-Through Rate. The Pass-Through Rate is a fixed rate.
(5)  Initial Pass-Through Rate. The Pass-Through Rate will be the lesser of the
     indicated fixed rate or the Weighted Average Net Mortgage Rate.

     For the avoidance of doubt, each Class X Component that corresponds to both
the Class X-1 Certificates and the Class X-2 Certificates is comprised of two
uncertificated REMIC III Regular Interests, each of which is hereby designated
as a "regular interest" therein and entitled to distributions of interest,
subject to the terms and conditions hereof, in an amount based upon the related
Component Class X-1 Strip Rate or Component Class X-2 Strip Rate, as applicable,
and the Uncertificated Principal Balance of the related REMIC II Regular
Interest (as specified in the chart under the definition of "REMIC II Regular
Interest") outstanding from time to time.

     As provided herein, the Trustee shall take all actions necessary to ensure
that the portion of the Trust Fund consisting of the Grantor Trust Assets
maintains its status as a "grantor trust" under federal income tax law and not
be treated as part of REMIC I, REMIC II or REMIC III.

     The Mortgaged Property that secures the Mesa Grande Mortgage Loan,
identified as Loan Number 09-0001530 on the Mortgage Loan Schedule (the "Mesa
Grande Loan A2"), also secures a separate pari passu mortgage loan to the same
Mortgagor (the "Mesa Grande Loan A1"). The Mesa Grande Loan A1 was included in
the trust fund relating to the Depositor's Mortgage Pass-Through Certificates,
Series 2002-C1 issued on February 5, 2002 pursuant to the Pooling and Servicing
Agreement, dated as of February 1, 2002 (the "2002-C1 Pooling Agreement"), among
GMAC Commercial Mortgage Securities, Inc., as depositor, GMACCM, as master
servicer (together with any successor in such capacity, the "2002-C1 Master
Servicer") and special servicer (together with any successor in such capacity,
the "2002-C1 Special Servicer"), and Wells Fargo Bank Minnesota, National
Association, as trustee (together with any successor in such capacity, the
"2002-C1 Trustee"). Both the Mesa Grande Loan A1 and the Mesa Grande Loan A2 are
serviced and administered by the 2002-C1 Master Servicer and the 2002-C1 Special
Servicer in accordance with the 2002-C1 Pooling Agreement and the Co-Lender
Agreement.

     Capitalized terms used in this Preliminary Statement are defined in Article
I hereof.


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     In consideration of the mutual agreements herein contained, the Depositor,
the Master Servicer, the Special Servicer and the Trustee agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

     SECTION 1.01 Defined Terms.

     Whenever used in this Agreement, including in the Preliminary Statement,
the following words and phrases, unless the context otherwise requires, shall
have the meanings specified in this Article.

     "Accrued Certificate Interest": With respect to any Class of REMIC III
Regular Certificates (other than the Class X Certificates) for any Distribution
Date, one month's interest (calculated on the basis of a 360-day year consisting
of twelve 30-day months) at the Pass-Through Rate applicable to such Class of
Certificates for such Distribution Date, accrued on the Class Principal Balance
of such Class of Certificates outstanding immediately prior to such Distribution
Date. With respect to the Class X-1 and Class X-2 Certificates for any
Distribution Date, one month's interest (calculated on the basis of a 360-day
year consisting of twelve 30-day months) at the Class X-1 Pass-Through Rate or
the Class X-2 Pass Through Rate, as applicable, for such Distribution Date,
accrued on the Class X-1 Notional Amount or the Class X-2 Notional Amount, as
applicable, outstanding immediately prior to such Distribution Date.

     "Acquisition Date": With respect to any REO Property, the first day on
which such REO Property is considered to be acquired by the Trust Fund within
the meaning of Treasury Regulation Section 1.856-6(b)(1), which is the first day
on which the Trust Fund is treated as the owner of such REO Property for federal
income tax purposes.

     "Additional Information": As defined in Section 4.02(a).

     "Additional Servicing Fee": With respect to each Additional Servicing Fee
Mortgage Loan, the fee provided for in the Designated Sub-Servicer Agreement
(which may be comprised of a designated sub-servicing fee and an additional
sub-servicing fee) that accrues at the rate per annum set forth on the
Additional Servicing Fee Schedule.

     "Additional Servicing Fee Mortgage Loans": The Mortgage Loans secured by,
and any successor REO Loans relating to, those Mortgaged Properties identified
on the Additional Servicing Fee Schedule.

     "Additional Servicing Fee Schedule": Exhibit I hereto.

     "Additional Trust Fund Expense": Any unanticipated expense within the
meaning of Treasury Regulation Section 1.860G-1(b)(3)(iii) experienced with
respect to the Trust Fund and not otherwise included in the calculation of a
Realized Loss, that would result in the REMIC III Regular Certificateholders'
receiving less than the full amount of principal and/or interest to which they
are entitled on any Distribution Date.

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     "Adjustable Rate Mortgage Loan": A Mortgage Loan, if any, as to which the
related Mortgage Note provides, as of the Closing Date, for periodic adjustments
to the Mortgage Rate thereon based on changes in the related Index.

     "Advance": Any Delinquency Advance or Servicing Advance.

     "Advance Interest": Interest accrued on any Advance at the Reimbursement
Rate and payable to the Master Servicer, the Special Servicer or the Trustee, as
the case may be, all in accordance with Section 3.11(f) or Section 4.03(d), as
applicable.

     "Adverse Grantor Trust Event": As defined in Section 10.03(e).

     "Adverse REMIC Event": As defined in Section 10.01(f).

     "Affiliate": With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

     "Agreement": This Pooling and Servicing Agreement and all amendments hereof
and supplements hereto.

     "Anticipated Repayment Date": With respect to any ARD Loan, the date upon
which such ARD Loan starts to accrue interest at its Revised Rate.

     "Applicable State Law": For purposes of Article X, (a) the laws of the
State and City of New York, (b) the laws of the states in which the Corporate
Trust Office of the Trustee and the Primary Servicing Offices of the Master
Servicer and the Special Servicer are located, (c) other state or local law as
to which the Trustee as the REMIC administrator has actual knowledge of
applicability and (d) such other state or local law whose applicability shall
have been brought to the attention of the Trustee as REMIC administrator by
either (i) an opinion of counsel delivered to it, or (ii) written notice from
the appropriate taxing authority as to the applicability of such state law.

     "Appraisal": With respect to any Mortgaged Property or REO Property as to
which an appraisal is required or permitted to be performed pursuant to the
terms of this Agreement, either: (i) a narrative appraisal complying with USPAP
conducted by a Qualified Appraiser in the case of Mortgage Loans and REO Loans
with a Stated Principal Balance as of the date of such appraisal of greater than
$2,000,000; or (ii) a limited appraisal and a summary report of the "market
value" of the Mortgaged Property conducted by a Qualified Appraiser in the case
of Mortgage Loans or any REO Loans with a Stated Principal Balance as of the
date of such appraisal of $2,000,000 or less.

     "Appraisal Reduction Amount": With respect to any Required Appraisal Loan,
an amount (as calculated on the Determination Date immediately succeeding the
date on which the most recent relevant Appraisal was obtained by the Master
Servicer or the Special Servicer,

                                       6
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as the case may be, pursuant to this Agreement) equal to the excess, if any, of
(a) the sum of (i) the Stated Principal Balance of such Required Appraisal Loan,
(ii) to the extent not previously advanced by or on behalf of the Master
Servicer or the Trustee all accrued and unpaid interest on such Required
Appraisal Loan through the most recent Due Date occurring on or prior to such
Determination Date at a per annum rate equal to the related Mortgage Rate, (iii)
all related unreimbursed Advances made by or on behalf of the Master Servicer,
the Special Servicer or the Trustee in respect of such Required Appraisal Loan,
together with all unpaid Advance Interest accrued on such Advances, and (iv) all
currently due but unpaid real estate taxes and assessments, insurance premiums
and, if applicable, ground rents in respect of the related Mortgaged Property or
REO Property, net of any Escrow Payments, letters of credit or other reserves
held by the Master Servicer or the Special Servicer with respect to any such
item, over (b) 90% of an amount equal to (i) (x) the Appraised Value of the
related Mortgaged Property or REO Property, as applicable, as determined by such
Appraisal referred to in the parenthetical above and (y) all escrows and
reserves in respect of such Mortgage Loan (other than amounts representing due
and unpaid taxes, assessments, insurance premiums, ground rents and other
amounts due and unpaid with respect to such Mortgage Loan), net of (ii) the
amount of any liens on such property (not accounted for in clause (a)(iv) of
this definition or taken into account in determining such Appraised Value) that
are prior to the lien of the Required Appraisal Loan. Notwithstanding the
foregoing, if an Appraisal is not obtained within 120 days following the
earliest of the dates described in Section 3.20(d) (which, in the case of
Section 3.20(d)(ii), shall be the date of the occurrence of an uncured
delinquency in Monthly Payments), then until such Appraisal is obtained the
Appraisal Reduction Amount will equal 25% of the Stated Principal Balance of the
related Required Appraisal Loan; provided that, upon receipt of an Appraisal,
however, the Appraisal Reduction Amount for such Required Appraisal Loan will be
recalculated in accordance with this definition without regard to this sentence.
With respect to the Mesa Grande Loan A2, the term "Appraisal Reduction Amount"
has the meaning set forth in, and will be calculated in accordance with, the
2002-C1 Pooling Agreement (taking into account any unreimbursed Advances and
Advance Interest under this Agreement or the 2002-C1 Pooling Agreeement).

     "Appraised Value": As of any date of determination, the appraised value of
a Mortgaged Property based upon the most recent Appraisal obtained pursuant to
this Agreement.

     "Archon": Archon Financial, L.P. and its successors and assigns.

     "ARD Loan": Any Mortgage Loan that is designated as such in the Mortgage
Loan Schedule.

     "Assignment of Leases": With respect to any Mortgaged Property, any
assignment of leases, rents, security deposits and profits or similar instrument
executed by the Mortgagor, assigning to the mortgagee all of the income, rents
and profits derived from the ownership, operation, leasing or disposition of all
or a portion of such Mortgaged Property, in the form which was duly executed,
acknowledged and delivered, as amended, modified, renewed or extended through
the date hereof and from time to time hereafter.

     "Assumed Monthly Payment": With respect to any Balloon Mortgage Loan for
its Stated Maturity Date (provided that such Balloon Mortgage Loan has not been
paid in full,

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and no other Liquidation Event has occurred in respect thereof, on or before the
end of the Collection Period in which such Stated Maturity Date occurs (or in
the case of a Late Due Date Mortgage Loan, on or before the end of the
Collection Period immediately preceding the Collection Period in which such
Stated Maturity Date occurs)) and for any subsequent Due Date therefor as of
which such Balloon Mortgage Loan remains outstanding and part of the Trust Fund
(or, in the case of a Late Due Date Mortgage Loan, for any subsequent Due Date
therefor which follows in the same month a Determination Date as of which such
Mortgage Loan remains outstanding and part of the Trust Fund), if no Monthly
Payment (other than the related Balloon Payment) is due for such Due Date, the
scheduled monthly payment of principal and/or interest deemed to be due in
respect thereof for the Stated Maturity Date and each such subsequent Due Date
equal to the Monthly Payment (exclusive of any Excess Interest) that would have
been due in respect of such Balloon Mortgage Loan on such Due Date if it had
been required to continue to accrue interest in accordance with its terms, and
to pay principal in accordance with the amortization schedule (if any), in
effect immediately prior to, and without regard to the occurrence of, its most
recent scheduled maturity date. With respect to any REO Loan, for any Due Date
therefor as of which (or, in the case of a Late Due Date Mortgage Loan, for any
Due Date therefor which follows in the same month a Determination Date as of
which) the related REO Property remains part of the Trust Fund, the scheduled
monthly payment of principal and/or interest deemed to be due in respect thereof
on such Due Date equal to the Monthly Payment (or, in the case of a Balloon
Mortgage Loan described in the preceding sentence of this definition, the
Assumed Monthly Payment) exclusive of any Excess Interest that was due (or
deemed due) in respect of the related Mortgage Loan for the last Due Date prior
to its becoming an REO Loan.

     "Available Distribution Amount": With respect to any Distribution Date, an
amount equal to (a) the sum of (i) the aggregate amount relating to the Trust
Fund on deposit in the Certificate Account and the Distribution Account as of
the close of business on the related Determination Date, (ii) the aggregate
amount of any Delinquency Advances made by the Master Servicer or the Trustee
for such Distribution Date pursuant to Section 4.03, (iii) the aggregate of any
Compensating Interest Payments made by the Master Servicer for such Distribution
Date pursuant to Section 3.20, (iv) in the case of the Final Distribution Date,
the aggregate of any Liquidation Proceeds paid by the Master Servicer, the
Majority Certificateholder of the Controlling Class or the Depositor in
connection with a purchase of all the Mortgage Loans and any REO Properties
pursuant to Section 9.01, (v) with respect to the Distribution Date occurring in
March of each calendar year, the Withheld Amounts with respect to the Interest
Reserve Loans deposited in the Interest Reserve Account by the Trustee in
January and/or February of such calendar year in accordance with Section 3.04(e)
and (vi) with respect to any Late Due Date Mortgage Loan, the Monthly Payment
(other than any Balloon Payment) due in the same calendar month as such
Distribution Date and received on or before its Due Date, net of (b) the
aggregate portion of the amount described in clause (a) hereof that represents
one or more of the following: (i) Monthly Payments (except those referred to in
clause (a)(vi) above) paid by the Mortgagors that are due on a Due Date
following the end of the related Collection Period, (ii) any amounts payable or
reimbursable to any Person from the Certificate Account pursuant to clauses (ii)
- (xvii), inclusive, of Section 3.05(b), (iii) any amounts payable or
reimbursable to any Person from the Distribution Account pursuant to clauses
(ii) - (vii), inclusive, of Section 3.05(b), (iv) Prepayment Premiums and any
Excess Interest and (v) with respect to the Distribution Date occurring in (A)
January of each calendar year that is not a leap year and (B)

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February of each calendar year, the Withheld Amounts with respect to the
Interest Reserve Loans deposited in the Interest Reserve Account by the Trustee
with respect to such Distribution Date in accordance with Section 3.04(e).
Notwithstanding the investment of funds held in the Certificate Account or the
Distribution Account pursuant to Section 3.06, for purposes of calculating the
Available Distribution Amount, the amounts so invested shall be deemed to remain
on deposit in such account.

     "Balloon Mortgage Loan": Any Mortgage Loan that by its original terms or by
virtue of any modification entered into as of the Closing Date provides for an
amortization schedule extending beyond its Maturity Date.

     "Balloon Payment": With respect to any Balloon Mortgage Loan as of any date
of determination, the Monthly Payment payable on the Maturity Date of such
Mortgage Loan.

     "Balloon Payment Interest Excess": With respect to any Balloon Mortgage
Loan (other than a Late Due Date Mortgage Loan) as to which the Stated Maturity
Date occurs in the same Collection Period as the prior Due Date for such Balloon
Mortgage Loan, and as to which the related Balloon Payment is paid during such
Collection Period after such prior Due Date, the amount of interest (net of
related Servicing Fees and, if applicable, Excess Interest) accrued on such
Balloon Mortgage Loan from such prior Due Date to, but not including, the date
the related Balloon Payment is paid, to the extent such interest is actually
paid by the related Mortgagor in connection with the payment of the related
Balloon Payment on or before such Stated Maturity Date.

     "Balloon Payment Interest Shortfall": With respect to any Balloon Mortgage
Loan (other than a Late Due Date Mortgage Loan) as to which the Stated Maturity
Date occurs after the Determination Date in any calendar month, and as to which
the related Balloon Payment was made during the Collection Period in which such
Stated Maturity Date occurs, the amount of interest that would have accrued on
such Balloon Mortgage Loan at the related Net Mortgage Rate from such Stated
Maturity Date to but not including the date that (but for the occurrence of such
Stated Maturity Date) would otherwise have been the next succeeding scheduled
Due Date, to the extent not paid by the related Mortgagor. With respect to any
Late Due Date Mortgage Loan that is a Balloon Mortgage Loan as to which the
related Balloon Payment is paid during the Collection Period in which the
related Stated Maturity Date occurs, the amount of interest that would have
accrued on such Late Due Date Mortgage Loan at the related Net Mortgage Rate
from such Stated Maturity Date to the date that (but for the occurrence of such
Stated Maturity Date) would have been the Due Date in the next calendar month,
to the extent not paid by the related Mortgagor.

     "Bloomberg": As defined in Section 4.02(a).

     "Book-Entry Certificate": Any Certificate registered in the name of the
Depository or its nominee.

     "Borrower Recoveries": With respect to any Mortgage Loan, amounts other
than Monthly Payments, Balloon Payments or Late Collections received from the
related Mortgagor

                                       9
<PAGE>

as reimbursement or recoveries of expenditures made by any of the Master
Servicer, the Special Servicer or the Trustee.

     "Breach": As defined in Section 2.03(a).

     "Broker Strip Amount": With respect to each Broker Strip Loan, the portion
of the Servicing Fee equal to, with respect to the Mortgage Loans identified on
the Broker Strip Schedule, the rate per annum identified on the Broker Strip
Schedule, of the Stated Principal Balance of the related Mortgage Loan,
calculated for the same number of days and on the same basis as the Servicing
Fee Rate. The Mortgage Rate set forth for each Broker Strip Loan on the Mortgage
Loan Schedule is net of such Broker Strip Amount.

     "Broker Strip Schedule": Schedule VI hereto.

     "Broker Strip Loans": The Mortgage Loans identified on the Broker Strip
Schedule.

     "Business Day": Any day other than a Saturday, a Sunday or a day on which
banking institutions in New York, New York, and the cities in which the Primary
Servicing Offices of the Master Servicer and the Special Servicer and the city
in which the Corporate Trust Office of the Trustee are located, are authorized
or obligated by law or executive order to remain closed.

     "Cardinal-Blossom Corners II REMIC": The single-asset REMIC established
with respect to the mortgage loan identified on the Mortgage Loan Schedule as
loan number 32348 which REMIC was created by a REMIC declaration made by GMACCM
on June 1, 2002.

     "Cardinal-Blossom Corners II REMIC Regular Interest": The REMIC regular
interest in the Cardinal-Blossom Corners II REMIC, which regular interest was
transferred and assigned by GMACCM to the Depositor pursuant to the Mortgage
Loan Purchase Agreement between the Depositor and GMACCM.

     "Cardinal-Blossom Corners II REMIC Residual Interest": The REMIC residual
interest in the Cardinal-Blossom Corners II REMIC, which residual interest was
transferred and assigned by GMACCM to the Depositor pursuant to the Mortgage
Loan Purchase Agreement between the Depositor and GMACCM.

     "Cash Collateral Account": With respect to any Mortgage Loan that has a
Lock-Box Account, any account or accounts created pursuant to the related
Mortgage Loan, Cash Collateral Account Agreement or other loan document, into
which account or accounts the Lock-Box Account monies are swept on a regular
basis for the benefit of the Trustee as successor to the Mortgage Loan Seller's
interest in the Mortgage Loans. Any Cash Collateral Account shall be
beneficially owned for federal income tax purposes by the Person who is entitled
to receive all reinvestment income or gain thereon in accordance with the terms
and provisions of the related Mortgage Loan and Section 3.06, which Person shall
be taxed on all reinvestment income or gain thereon. To the extent not otherwise
required to be paid to the applicable Mortgagor under the terms of the related
Mortgage Loan, the Master Servicer shall be permitted to make withdrawals
therefrom solely for deposit into the Certificate Account. To the extent not
inconsistent with the

                                       10
<PAGE>

terms of the related Mortgage Loan, each such Cash Collateral Account shall be
an Eligible Account.

     "Cash Collateral Account Agreement": With respect to any Mortgage Loan, the
cash collateral account agreement, if any, between the originator of such
Mortgage Loan and the related Mortgagor, pursuant to which the related Cash
Collateral Account, if any, may have been established.

     "CERCLA": The Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.

     "Certificate": Any one of the Depositor's Mortgage Pass-Through
Certificates, Series 2002-C3, as executed by the Trustee and authenticated and
delivered hereunder by the Certificate Registrar.

     "Certificate Account": The custodial account or accounts created and
maintained pursuant to Section 3.04(a) in the name of the Master Servicer, as
custodian for the Holders of the Certificates, in trust for the holders of
certain other interests in mortgage loans serviced or sold by the Master
Servicer and for the Master Servicer, into which the amounts set forth in
Section 3.04(a) shall be deposited directly. Any such account or accounts shall
be an Eligible Account.

     "Certificate Factor": With respect to any Class of REMIC III Regular
Certificates, as of any date of determination, a fraction, expressed as a
decimal carried to eight places, the numerator of which is the then related
Class Principal Balance or the Class Notional Amount, as the case may be, and
the denominator of which is the related Initial Class Principal Balance or the
Initial Class Notional Amount, as the case may be.

     "Certificate Notional Amount": With respect to any Class X-1 or Class X-2
Certificate, as of any date of determination, the then notional principal amount
on which such Certificate accrues interest equal to the product of (a) the
Percentage Interest evidenced by such Certificate, multiplied by (b) the then
Class Notional Amount of the Class X-1 or Class X-2 Certificates, as applicable.

     "Certificate Owner": With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate as reflected on the books of the
Depository or on the books of a Depository Participant or on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent.

     "Certificate Principal Balance": With respect to any Principal Balance
Certificate, as of any date of determination, the then outstanding principal
amount of such Certificate equal to the product of (a) the Percentage Interest
evidenced by such Certificate, multiplied by (b) the then Class Principal
Balance of the Class of Certificates to which such Certificate belongs.

     "Certificate Register" and "Certificate Registrar": The register maintained
and registrar appointed pursuant to Section 5.02.

                                       11
<PAGE>

     "Certificateholder" or "Holder": The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purposes of
giving any consent, approval or waiver pursuant to this Agreement, any
Certificate registered in the name of the Master Servicer, the Special Servicer,
the Trustee, the Depositor or any Affiliate of any of them shall be deemed not
to be outstanding, and the Voting Rights to which it is entitled shall not be
taken into account in determining whether the requisite percentage of Voting
Rights necessary to effect any such consent, approval or waiver has been
obtained, except as otherwise provided in Sections 7.04 and 11.01. The Trustee
shall be entitled to request and rely upon a certificate of the Master Servicer,
the Special Servicer or the Depositor in determining whether a Certificate is
registered in the name of an Affiliate of such Person. All references herein to
"Holders" or "Certificateholders" shall reflect the rights of Certificate Owners
as they may indirectly exercise such rights through the Depository and the
Depository Participants, except as otherwise specified herein; provided,
however, that the parties hereto shall be required to recognize as a "Holder" or
"Certificateholder" only the Person in whose name a Certificate is registered in
the Certificate Register as of the related Record Date.

     "Class": Collectively, all of the Certificates bearing the same
alphabetical and, if applicable, numerical class designation.

     "Class A Certificate": Any one of the Class A-1 or Class A-2 Certificates.

     "Class A-1 Certificate": Any one of the Certificates with a "Class A-1"
designation on the face thereof, substantially in the form of Exhibit A-3
attached hereto, and evidencing a "regular interest" in REMIC III for purposes
of the REMIC Provisions.

     "Class A-2 Certificate": Any one of the Certificates with a "Class A-2"
designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing a "regular interest" in REMIC III for purposes
of the REMIC Provisions.

     "Class B Certificate": Any one of the Certificates with a "Class B"
designation on the face thereof, substantially in the form of Exhibit A-5
attached hereto, and evidencing a "regular interest" in REMIC III for purposes
of the REMIC Provisions.

     "Class C Certificate": Any one of the Certificates with a "Class C"
designation on the face thereof, substantially in the form of Exhibit A-6
attached hereto, and evidencing a "regular interest" in REMIC III for purposes
of the REMIC Provisions.

     "Class D Certificate": Any one of the Certificates with a "Class D"
designation on the face thereof, substantially in the form of Exhibit A-7
attached hereto, and evidencing a "regular interest" in REMIC III for purposes
of the REMIC Provisions.

     "Class E Certificate": Any one of the Certificates with a "Class E"
designation on the face thereof, substantially in the form of Exhibit A-8
attached hereto, and evidencing a "regular interest" in REMIC III for purposes
of the REMIC Provisions.

     "Class F Certificate": Any one of the Certificates with a "Class F"
designation on the face thereof, substantially in the form of Exhibit A-9
attached hereto, and evidencing a "regular interest" in REMIC III for purposes
of the REMIC Provisions.

                                       12
<PAGE>

     "Class G Certificate": Any one of the Certificates with a "Class G"
designation on the face thereof, substantially in the form of Exhibit A-10
attached hereto, and evidencing a "regular interest" in REMIC III for purposes
of the REMIC Provisions.

     "Class H Certificate": Any one of the Certificates with a "Class H"
designation on the face thereof, substantially in the form of Exhibit A-11
attached hereto, and evidencing a "regular interest" in REMIC III for purposes
of the REMIC Provisions.

     "Class J Certificate": Any one of the Certificates with a "Class J"
designation on the face thereof, substantially in the form of Exhibit A-12
attached hereto, and evidencing a "regular interest" in REMIC III for purposes
of the REMIC Provisions.

     "Class K Certificate": Any one of the Certificates with a "Class K"
designation on the face thereof, substantially in the form of Exhibit A-13
attached hereto, and evidencing a "regular interest" in REMIC III for purposes
of the REMIC Provisions.

     "Class L Certificate": Any one of the Certificates with a "Class L"
designation on the face thereof, substantially in the form of Exhibit A-14
attached hereto, and evidencing a "regular interest" in REMIC III for purposes
of the REMIC Provisions.

     "Class M Certificate": Any one of the Certificates with a "Class M"
designation on the face thereof, substantially in the form of Exhibit A-15
attached hereto, and evidencing a "regular interest" in REMIC III for purposes
of the REMIC Provisions.

     "Class N Certificate": Any one of the Certificates with a "Class N"
designation on the face thereof, substantially in the form of Exhibit A-16
attached hereto, and evidencing a "regular interest" in REMIC III for purposes
of the REMIC Provisions.

     "Class O-1 Certificate": Any one of the Certificates with a "Class O-1"
designation on the face thereof, substantially in the form of Exhibit A-17
attached hereto, and evidencing a "regular interest" in REMIC III for purposes
of the REMIC Provisions.

     "Class O-2 Certificate": Any one of the Certificates with a "Class O-2"
designation on the face thereof, substantially in the form of Exhibit A-18
attached hereto, and evidencing a "regular interest" in REMIC III for purposes
of the REMIC Provisions.

     "Class P Certificate": Any one of the Certificates with a "Class P"
designation on the face thereof, substantially in the form of Exhibit A-19
attached hereto, and evidencing a "regular interest" in REMIC III for purposes
of the REMIC Provisions.

     "Class LA-1-1 Component": A non-certificated beneficial ownership interest
in REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LA-1-1 Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LA-1-1 outstanding from time to
time.

     "Class LA-1-2-A Component": A non-certificated beneficial ownership
interest in REMIC III, designated as a "regular interest" therein and entitled
to distributions of interest,

                                       13
<PAGE>

subject to the terms and conditions hereof, in an amount based upon the Class
LA-1-2-A Component Rate and the Uncertificated Principal Balance of REMIC II
Regular Interest LA-1-2-A outstanding from time to time.

     "Class LA-1-2-B Component": A non-certificated beneficial ownership
interest in REMIC III, designated as a "regular interest" therein and entitled
to distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LA-1-2-B Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LA-1-2-B outstanding from time to
time.

     "Class LA-1-2-C Component": A non-certificated beneficial ownership
interest in REMIC III, designated as a "regular interest" therein and entitled
to distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LA-1-2-C Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LA-1-2-C outstanding from time to
time.

     "Class LA-1-2-D Component": A non-certificated beneficial ownership
interest in REMIC III, designated as a "regular interest" therein and entitled
to distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LA-1-2-D Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LA-1-2-D outstanding from time to
time.

     "Class LA-1-2-E Component": A non-certificated beneficial ownership
interest in REMIC III, designated as a "regular interest" therein and entitled
to distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LA-1-2-E Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LA-1-2-E outstanding from time to
time.

     "Class LA-1-2-F Component": A non-certificated beneficial ownership
interest in REMIC III, designated as a "regular interest" therein and entitled
to distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LA-1-2-F Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LA-1-2-F outstanding from time to
time.

     "Class LA-1-2-G Component": A non-certificated beneficial ownership
interest in REMIC III, designated as a "regular interest" therein and entitled
to distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LA-1-2-G Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LA-1-2-G outstanding from time to
time.

     "Class LA-2-A Component": A non-certificated beneficial ownership interest
in REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LA-2-A Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LA-2-A outstanding from time to
time.

     "Class LA-2-B Component": A non-certificated beneficial ownership interest
in REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest,

                                       14
<PAGE>

subject to the terms and conditions hereof, in an amount based upon the Class
LA-2-B Component Rate and the Uncertificated Principal Balance of REMIC II
Regular Interest LA-2-B outstanding from time to time.

     "Class LA-2-C Component": A non-certificated beneficial ownership interest
in REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LA-2-C Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LA-2-C outstanding from time to
time.

     "Class LB Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LB Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LB outstanding from time to time.

     "Class LC Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LC Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LC outstanding from time to time.

     "Class LD Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LD Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LD outstanding from time to time.

     "Class LE Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LE Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LE outstanding from time to time.

     "Class LF Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LF Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LF outstanding from time to time.

     "Class LG-A Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LG-A Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LG-A outstanding from time to time.

     "Class LG-B Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest,

                                       15
<PAGE>

subject to the terms and conditions hereof, in an amount based upon the Class
LG-B Component Rate and the Uncertificated Principal Balance of REMIC II Regular
Interest LG-B outstanding from time to time.

     "Class LH-A Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LH-A Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LH-A outstanding from time to time.

     "Class LH-B Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LH-B Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LH-B outstanding from time to time.

     "Class LH-C Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LH-C Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LH-C outstanding from time to time.

     "Class LJ-A Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LJ-A Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LJ-A outstanding from time to time.

     "Class LJ-B Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LJ-B Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LJ-B outstanding from time to time.

     "Class LJ-C Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LJ-C Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LJ-C outstanding from time to time.

     "Class LK Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LK Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LK outstanding from time to time.

     "Class LL-A Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest,

                                       16
<PAGE>

subject to the terms and conditions hereof, in an amount based upon the Class
LL-A Component Rate and the Uncertificated Principal Balance of REMIC II Regular
Interest LL-A outstanding from time to time.

     "Class LL-B Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LL-B Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LL-B outstanding from time to time.

     "Class LM Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LM Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LM outstanding from time to time.

     "Class LN Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LN Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LN outstanding from time to time.

     "Class LO-1 Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LO-1 Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LO-1 outstanding from time to time.

     "Class LO-2 Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LO-2 Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LO-2 outstanding from time to time.

     "Class LP Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LP Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LP outstanding from time to time.

     "Class LA-1-1 Component Rate": With respect to any Distribution Date, the
amount, if any, by which the Weighted Average Net Mortgage Rate for such
Distribution Date exceeds the Class A-1 Pass-Through Rate.

     "Class LA-1-2-A Component Rate": With respect to any Distribution Date, the
sum of the Class LA-1-2-A Component Class X-1 Strip Rate for such Distribution
Date and the Class LA-1-2-A Component Class X-2 Strip Rate for such Distribution
Date.

                                       17
<PAGE>

     "Class LA-1-2-A Component Class X-1 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate for such Distribution Date exceeds (ii) the sum of the Class
LA-1-2-A Component Class X-2 Strip Rate and the Class A-1 Pass-Through Rate for
such Distribution Date.

     "Class LA-1-2-A Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the December 2003 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule V hereto or (y) the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds (ii) the Class A-1
Pass-Through Rate for such Distribution Date and (b) any Distribution Date
thereafter, zero.

     "Class LA-1-2-B Component Rate": With respect to any Distribution Date, the
sum of the Class LA-1-2-B Component Class X-1 Strip Rate for such Distribution
Date and the Class LA-1-2-B Component Class X-2 Strip Rate for such Distribution
Date.

     "Class LA-1-2-B Component Class X-1 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate for such Distribution Date exceeds (ii) the sum of the Class
LA-1-2-B Component Class X-2 Strip Rate and the Class A-1 Pass-Through Rate for
such Distribution Date.

     "Class LA-1-2-B Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the December 2004 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule V hereto or (y) the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds (ii) the Class A-1
Pass-Through Rate for such Distribution Date and (b) any Distribution Date
thereafter, zero.

     "Class LA-1-2-C Component Rate": With respect to any Distribution Date, the
sum of the Class LA-1-2-C Component Class X-1 Strip Rate for such Distribution
Date and the Class LA-1-2-C Component Class X-2 Strip Rate for such Distribution
Date.

     "Class LA-1-2-C Component Class X-1 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate for such Distribution Date exceeds (ii) the sum of the Class
LA-1-2-C Component Class X-2 Strip Rate and the Class A-1 Pass-Through Rate for
such Distribution Date.

     "Class LA-1-2-C Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the December 2005 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule V hereto or (y) the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds (ii) the Class A-1
Pass-Through Rate for such Distribution Date and (b) any Distribution Date
thereafter, zero.

     "Class LA-1-2-D Component Rate": With respect to any Distribution Date, the
sum of the Class LA-1-2-D Component Class X-1 Strip Rate for such Distribution
Date and the Class LA-1-2-D Component Class X-2 Strip Rate for such Distribution
Date.

                                       18
<PAGE>

     "Class LA-1-2-D Component Class X-1 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate for such Distribution Date exceeds (ii) the sum of the Class
LA-1-2-D Component Class X-2 Strip Rate and the Class A-1 Pass-Through Rate for
such Distribution Date.

     "Class LA-1-2-D Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the December 2006 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule V hereto or (y) the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds (ii) the Class A-1
Pass-Through Rate for such Distribution Date and (b) any Distribution Date
thereafter, zero.

     "Class LA-1-2-E Component Rate": With respect to any Distribution Date, the
sum of the Class LA-1-2-E Component Class X-1 Strip Rate for such Distribution
Date and the Class LA-1-2-E Component Class X-2 Strip Rate for such Distribution
Date.

     "Class LA-1-2-E Component Class X-1 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate for such Distribution Date exceeds (ii) the sum of the Class
LA-1-2-E Component Class X-2 Strip Rate and the Class A-1 Pass-Through Rate for
such Distribution Date.

     "Class LA-1-2-E Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the June 2007 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule V hereto or (y) the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds (ii) the Class A-1
Pass-Through Rate for such Distribution Date and (b) any Distribution Date
thereafter, zero.

     "Class LA-1-2-F Component Rate": With respect to any Distribution Date, the
sum of the Class LA-1-2-F Component Class X-1 Strip Rate for such Distribution
Date and the Class LA-1-2-F Component Class X-2 Strip Rate for such Distribution
Date.

     "Class LA-1-2-F Component Class X-1 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate for such Distribution Date exceeds (ii) the sum of the Class
LA-1-2-F Component Class X-2 Strip Rate and the Class A-1 Pass-Through Rate for
such Distribution Date.

     "Class LA-1-2-F Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the December 2007 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule V hereto or (y) the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds (ii) the Class A-1
Pass-Through Rate for such Distribution Date and (b) any Distribution Date
thereafter, zero.

     "Class LA-1-2-G Component Rate": With respect to any Distribution Date, the
sum of the Class LA-1-2-G Component Class X-1 Strip Rate for such Distribution
Date and the Class LA-1-2-G Component Class X-2 Strip Rate for such Distribution
Date.

                                       19
<PAGE>

     "Class LA-1-2-G Component Class X-1 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate for such Distribution Date exceeds (ii) the sum of the Class
LA-1-2-G Component Class X-2 Strip Rate and the Class A-1 Pass-Through Rate for
such Distribution Date.

     "Class LA-1-2-G Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the June 2008 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule V hereto or (y) the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds (ii) the Class A-1
Pass-Through Rate for such Distribution Date and (b) any Distribution Date
thereafter, zero.

     "Class LA-2-A Component Rate": With respect to any Distribution Date, the
sum of the Class LA-2-A Component Class X-1 Strip Rate for such Distribution
Date and the Class LA-2-A Component Class X-2 Strip Rate for such Distribution
Date.

     "Class LA-2-A Component Class X-1 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate for such Distribution Date exceeds (ii) the sum of the Class
LA-2-A Component Class X-2 Strip Rate and the Class A-2 Pass-Through Rate for
such Distribution Date.

     "Class LA-2-A Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the June 2008 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule V hereto or (y) the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds (ii) the Class A-2
Pass-Through Rate for such Distribution Date and (b) any Distribution Date
thereafter, zero.

     "Class LA-2-B Component Rate": With respect to any Distribution Date, the
sum of the Class LA-2-B Component Class X-1 Strip Rate for such Distribution
Date and the Class LA-2-B Component Class X-2 Strip Rate for such Distribution
Date.

     "Class LA-2-B Component Class X-1 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate for such Distribution Date exceeds (ii) the sum of the Class
LA-2-B Component Class X-2 Strip Rate and the Class A-2 Pass-Through Rate for
such Distribution Date.

     "Class LA-2-B Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the December 2008 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule V hereto or (y) the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds (ii) the Class A-2
Pass-Through Rate for such Distribution Date and (b) any Distribution Date
thereafter, zero.

     "Class LA-2-C Component Rate": With respect to any Distribution Date, the
sum of the Class LA-2-C Component Class X-1 Strip Rate for such Distribution
Date and the Class LA-2-C Component Class X-2 Strip Rate for such Distribution
Date.

                                       20
<PAGE>

     "Class LA-2-C Component Class X-1 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate for such Distribution Date exceeds (ii) the sum of the Class
LA-2-C Component Class X-2 Strip Rate and the Class A-2 Pass-Through Rate for
such Distribution Date.

     "Class LA-2-C Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the December 2009 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule V hereto or (y) the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds (ii) the Class A-2
Pass-Through Rate for such Distribution Date and (b) any Distribution Date
thereafter, zero.

     "Class LB Component Rate": With respect to any Distribution Date, the
amount, if any, equal to the sum of the Class LB Component Class X-1 Strip Rate
for such Distribution Date and the Class LB Component Class X-2 Strip Rate for
such Distribution Date.

     "Class LB Component Class X-1 Strip Rate": With respect to any Distribution
Date, the amount, if any, by which (i) the Weighted Average Net Mortgage Rate
for such Distribution Date exceeds (ii) the sum of the Class LB Component Class
X-2 Strip Rate and the Class B Pass-Through Rate for such Distribution Date.

     "Class LB Component Class X-2 Strip Rate": With respect to any Distribution
Date, the amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding to such Distribution Date as set forth in Schedule V hereto or (y)
the Weighted Average Net Mortgage Rate for such Distribution Date exceeds (ii)
the Class B Pass-Through Rate for such Distribution Date.

     "Class LC Component Rate": With respect to any Distribution Date, the
amount, if any, equal to the sum of the Class LC Component Class X-1 Strip Rate
for such Distribution Date and the Class LC Component Class X-2 Strip Rate for
such Distribution Date.

     "Class LC Component Class X-1 Strip Rate": With respect to any Distribution
Date, the amount, if any, by which (i) the Weighted Average Net Mortgage Rate
for such Distribution Date exceeds (ii) the sum of the Class LC Component Class
X-2 Strip Rate and the Class C Pass-Through Rate for such Distribution Date.

     "Class LC Component Class X-2 Strip Rate": With respect to any Distribution
Date, the amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding to such Distribution Date as set forth in Schedule V hereto or (y)
the Weighted Average Net Mortgage Rate for such Distribution Date exceeds (ii)
the Class C Pass-Through Rate for such Distribution Date.

     "Class LD Component Rate": With respect to any Distribution Date, the
amount, if any, equal to the sum of the Class LD Component Class X-1 Strip Rate
for such Distribution Date and the Class LD Component Class X-2 Strip Rate for
such Distribution Date.

     "Class LD Component Class X-1 Strip Rate": With respect to any Distribution
Date, the amount, if any, by which (i) the Weighted Average Net Mortgage Rate
for such

                                       21
<PAGE>


Distribution Date exceeds (ii) the sum of the Class LD Component Class X-2 Strip
Rate and the Class D Pass-Through Rate for such Distribution Date.

     "Class LD Component Class X-2 Strip Rate": With respect to any Distribution
Date, the amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding to such Distribution Date as set forth in Schedule V hereto or (y)
the Weighted Average Net Mortgage Rate for such Distribution Date exceeds (ii)
the Class D Pass-Through Rate for such Distribution Date.

     "Class LE Component Rate": With respect to any Distribution Date, the
amount, if any, equal to the sum of the Class LE Component Class X-1 Strip Rate
for such Distribution Date and the Class LE Component Class X-2 Strip Rate for
such Distribution Date.

     "Class LE Component Class X-1 Strip Rate": With respect to any Distribution
Date, the amount, if any, by which (i) the Weighted Average Net Mortgage Rate
for such Distribution Date exceeds (ii) the sum of the Class LE Component Class
X-2 Strip Rate and the Class E Pass-Through Rate for such Distribution Date.

     "Class LE Component Class X-2 Strip Rate": With respect to any Distribution
Date, the amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding to such Distribution Date as set forth in Schedule V hereto or (y)
the Weighted Average Net Mortgage Rate for such Distribution Date exceeds (ii)
the Class E Pass-Through Rate for such Distribution Date.

     "Class LF Component Rate": With respect to any Distribution Date, the
amount, if any, equal to the sum of the Class LF Component Class X-1 Strip Rate
for such Distribution Date and the Class LF Component Class X-2 Strip Rate for
such Distribution Date.

     "Class LF Component Class X-1 Strip Rate": With respect to any Distribution
Date, the amount, if any, by which (i) the Weighted Average Net Mortgage Rate
for such Distribution Date exceeds (ii) the sum of the Class LF Component Class
X-2 Strip Rate and the Class F Pass-Through Rate for such Distribution Date.

     "Class LF Component Class X-2 Strip Rate": With respect to any Distribution
Date, the amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding to such Distribution Date as set forth in Schedule V hereto or (y)
the Weighted Average Net Mortgage Rate for such Distribution Date exceeds (ii)
the Class F Pass-Through Rate for such Distribution Date.

     "Class LG-A Component Rate": With respect to any Distribution Date, the
amount, if any, equal to the sum of the Class LG-A Component Class X-1 Strip
Rate for such Distribution Date and the Class LG-A Component Class X-2 Strip
Rate for such Distribution Date.

     "Class LG-A Component Class X-1 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate for such Distribution Date exceeds (ii) the sum of the Class LG-A
Component Class X-2 Strip Rate and the Class G Pass-Through Rate for such
Distribution Date.

                                       22
<PAGE>

     "Class LG-A Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the December 2008 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule V hereto or (y) the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds (ii) the Class G
Pass-Through Rate for such Distribution Date and (b) any Distribution Date
thereafter, zero.

     "Class LG-B Component Rate": With respect to any Distribution Date, the
amount, if any, equal to the sum of the Class LG-B Component Class X-1 Strip
Rate for such Distribution Date and the Class LG-B Component Class X-2 Strip
Rate for such Distribution Date.

     "Class LG-B Component Class X-1 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate for such Distribution Date exceeds (ii) the sum of the Class LG-B
Component Class X-2 Strip Rate and the Class G Pass-Through Rate for such
Distribution Date.

     "Class LG-B Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the December 2009 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule V hereto or (y) the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds (ii) the Class G
Pass-Through Rate for such Distribution Date and (b) any Distribution Date
thereafter, zero.

     "Class LH-A Component Rate": With respect to any Distribution Date, the
amount, if any, equal to the sum of the Class LH-A Component Class X-1 Strip
Rate for such Distribution Date and the Class LH-A Component Class X-2 Strip
Rate for such Distribution Date.

     "Class LH-A Component Class X-1 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate for such Distribution Date exceeds (ii) the sum of the Class LH-A
Component Class X-2 Strip Rate and the Class H Pass-Through Rate for such
Distribution Date.

     "Class LH-A Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the December 2007 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule V hereto or (y) the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds (ii) the Class H
Pass-Through Rate for such Distribution Date and (b) any Distribution Date
thereafter, zero.

     "Class LH-B Component Rate": With respect to any Distribution Date, the
amount, if any, equal to the sum of the Class LH-B Component Class X-1 Strip
Rate for such Distribution Date and the Class LH-B Component Class X-2 Strip
Rate for such Distribution Date.

     "Class LH-B Component Class X-1 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate for such

                                       23
<PAGE>

Distribution Date exceeds (ii) the sum of the Class LH-B Component Class X-2
Strip Rate and the Class H Pass-Through Rate for such Distribution Date.

     "Class LH-B Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the June 2008 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule V hereto or (y) the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds (ii) the Class H
Pass-Through Rate for such Distribution Date and (b) any Distribution Date
thereafter, zero.

     "Class LH-C Component Rate": With respect to any Distribution Date, the
amount, if any, equal to the sum of the Class LH-C Component Class X-1 Strip
Rate for such Distribution Date and the Class LH-C Component Class X-2 Strip
Rate for such Distribution Date.

     "Class LH-C Component Class X-1 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate for such Distribution Date exceeds (ii) the sum of the Class LH-C
Component Class X-2 Strip Rate and the Class H Pass-Through Rate for such
Distribution Date.

     "Class LH-C Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the December 2008 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule V hereto or (y) the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds (ii) the Class H
Pass-Through Rate for such Distribution Date and (b) any Distribution Date
thereafter, zero.

     "Class LJ-A Component Rate": With respect to any Distribution Date, the
amount, if any, equal to the sum of the Class LJ-A Component Class X-1 Strip
Rate for such Distribution Date and the Class LJ-A Component Class X-2 Strip
Rate for such Distribution Date.

     "Class LJ-A Component Class X-1 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate for such Distribution Date exceeds (ii) the sum of the Class LJ-A
Component Class X-2 Strip Rate and the Class J Pass-Through Rate for such
Distribution Date.

     "Class LJ-A Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the December 2006 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule V hereto or (y) the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds (ii) the Class J
Pass-Through Rate for such Distribution Date and (b) any Distribution Date
thereafter, zero.

     "Class LJ-B Component Rate": With respect to any Distribution Date, the
amount, if any, equal to the sum of the Class LJ-B Component Class X-1 Strip
Rate for such Distribution Date and the Class LJ-B Component Class X-2 Strip
Rate for such Distribution Date.

                                       24
<PAGE>

     "Class LJ-B Component Class X-1 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate for such Distribution Date exceeds (ii) the sum of the Class LJ-B
Component Class X-2 Strip Rate and the Class J Pass-Through Rate for such
Distribution Date.

     "Class LJ-B Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the June 2007 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule V hereto or (y) the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds (ii) the Class J
Pass-Through Rate for such Distribution Date and (b) any Distribution Date
thereafter, zero.

     "Class LJ-C Component Rate": With respect to any Distribution Date, the
amount, if any, equal to the sum of the Class LJ-C Component Class X-1 Strip
Rate for such Distribution Date and the Class LJ-C Component Class X-2 Strip
Rate for such Distribution Date.

     "Class LJ-C Component Class X-1 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate for such Distribution Date exceeds (ii) the sum of the Class LJ-C
Component Class X-2 Strip Rate and the Class J Pass-Through Rate for such
Distribution Date.

     "Class LJ-C Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the December 2007 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule V hereto or (y) the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds (ii) the Class J
Pass-Through Rate for such Distribution Date and (b) any Distribution Date
thereafter, zero.

     "Class LK Component Rate": With respect to any Distribution Date, the
amount, if any, equal to the sum of the Class LK Component Class X-1 Strip Rate
for such Distribution Date and the Class LK Component Class X-2 Strip Rate for
such Distribution Date.

     "Class LK Component Class X-1 Strip Rate": With respect to any Distribution
Date, the amount, if any, by which (i) the Weighted Average Net Mortgage Rate
for such Distribution Date exceeds (ii) the sum of the Class LK Component Class
X-2 Strip Rate and the Class K Pass-Through Rate for such Distribution Date.

     "Class LK Component Class X-2 Strip Rate": With respect to any Distribution
Date, the amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding to such Distribution Date as set forth in Schedule V hereto or (y)
the Weighted Average Net Mortgage Rate for such Distribution Date exceeds (ii)
the Class K Pass-Through Rate for such Distribution Date.

     "Class LL-A Component Rate": With respect to any Distribution Date, the
amount, if any, equal to the sum of the Class LL-A Component Class X-1 Strip
Rate for such Distribution Date and the Class LL-A Component Class X-2 Strip
Rate for such Distribution Date.

                                       25
<PAGE>

     "Class LL-A Component Class X-1 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate for such Distribution Date exceeds (ii) the sum of the Class LL-A
Component Class X-2 Strip Rate and the Class L Pass-Through Rate for such
Distribution Date.

     "Class LL-A Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the December 2004 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule V hereto or (y) the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds (ii) the Class L
Pass-Through Rate for such Distribution Date and (b) any Distribution Date
thereafter, zero.

     "Class LL-B Component Rate": With respect to any Distribution Date, the
amount, if any, equal to the sum of the Class LL-B Component Class X-1 Strip
Rate for such Distribution Date and the Class LL-B Component Class X-2 Strip
Rate for such Distribution Date.

     "Class LL-B Component Class X-1 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate for such Distribution Date exceeds (ii) the sum of the Class LL-B
Component Class X-2 Strip Rate and the Class L Pass-Through Rate for such
Distribution Date.

     "Class LL-B Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the December 2005 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule V hereto or (y) the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds (ii) the Class L
Pass-Through Rate for such Distribution Date and (b) any Distribution Date
thereafter, zero.

     "Class LM Component Rate": With respect to any Distribution Date, the
amount, if any, by which the Weighted Average Net Mortgage Rate for such
Distribution Date exceeds the Class M Pass-Through Rate for such Distribution
Date.

     "Class LN Component Rate": With respect to any Distribution Date, the
amount, if any, by which the Weighted Average Net Mortgage Rate for such
Distribution Date exceeds the Class N Pass-Through Rate for such Distribution
Date.

     "Class LO-1 Component Rate": With respect to any Distribution Date, the
amount, if any, by which the Weighted Average Net Mortgage Rate for such
Distribution Date exceeds the Class O-1 Pass-Through Rate for such Distribution
Date.

     "Class LO-2 Component Rate": With respect to any Distribution Date, the
amount, if any, by which the Weighted Average Net Mortgage Rate for such
Distribution Date exceeds the Class O-2 Pass-Through Rate for such Distribution
Date.

     "Class LP Component Rate": With respect to any Distribution Date, the
amount, if any, by which the Weighted Average Net Mortgage Rate for such
Distribution Date exceeds the Class P Pass-Through Rate for such Distribution
Date.

                                       26
<PAGE>

     "Class Notional Amount": The Class X-1 Notional Amount or the Class X-2
Notional Amount, as applicable.

     "Class Principal Balance": The aggregate principal amount of any Class of
Principal Balance Certificates outstanding as of any date of determination. On
each Distribution Date, the Class Principal Balance of each Class of the
Principal Balance Certificates shall be reduced by the amount of any
distributions of principal made thereon on such Distribution Date pursuant to
Section 4.01(c) and, if and to the extent appropriate, shall be further reduced
on such Distribution Date as provided in Section 4.04(c).

     "Class R-I Certificate": Any one of the Certificates with a "Class R-I"
designation on the face thereof, substantially in the form of Exhibit A-20
attached hereto, and evidencing the sole class of "residual interests" in REMIC
I for purposes of the REMIC Provisions.

     "Class R-I Distribution Amount": With respect to any Distribution Date, any
amounts available to be paid to the holders of the Class R-I Certificates on
such date after all REMIC I Regular Interests have been paid in full.

     "Class R-II Certificate": Any one of the Certificates with a "Class R-II"
designation on the face thereof, substantially in the form of Exhibit A-21
attached hereto, and evidencing the sole class of "residual interests" in REMIC
II for purposes of the REMIC Provisions.

     "Class R-II Distribution Amount": With respect to any Distribution Date,
any amounts available to be paid to the holders of the Class R-II Certificates
on such date after all REMIC II Regular Interests have been paid in full.

     "Class R-III Certificate": Any one of the Certificates with a "Class R-III"
designation on the face thereof, substantially in the form of Exhibit A-22
attached hereto, and evidencing the sole class of "residual interests" in REMIC
III for purposes of the REMIC Provisions.

     "Class R-III Distribution Amount": With respect to any Distribution Date,
any amounts available to be paid to the holders of the Class R-III Certificates
on such date after all REMIC III Regular Certificates have been paid in full.

     "Class X Certificate": Any of the Class X-1 or the Class X-2 Certificates.

     "Class X-1 Certificate": Any one of the Certificates with a "Class X-1"
designation on the face thereof, substantially in the form of Exhibit A-1,
evidencing "regular interests" in REMIC III for purposes of the REMIC
Provisions.

     "Class X-2 Certificate": Any one of the Certificates with a "Class X-2"
designation on the face thereof, substantially in the form of Exhibit A-2,
evidencing "regular interests" in REMIC III for purposes of the REMIC
Provisions.

                                       27
<PAGE>

     "Class X Component": Any of the thirty-two (32) components constituting
"regular interests" in REMIC III for purposes of the REMIC Provisions. Such
components are identified as Class LA-1-1, LA-1-2-A, LA-1-2-B, LA-1-2-C,
LA-1-2-D, LA-1-2-E, LA-1-2-F, LA-1-2-G, LA-2-A, LA-2-B, LA-2-C, LB, LC, LD, LE,
LF, LG-A, LG-B, LH-A, LH-B, LH-C, LJ-A, LJ-B, LJ-C, LK, LL-A, LL-B, LM, LN,
LO-1, LO-2 and LP Components.

     "Class X-1 Component": As to the Class X-1 Certificates, any one of the
Class X Components applicable to such Class set forth under the definition of
"REMIC II Regular Interests".

     "Class X-2 Component": As to the Class X-2 Certificates, any one of the
Class X Components applicable to such Class set forth under the definition of
"REMIC II Regular Interests".

     "Class X-1 Notional Amount": The aggregate notional principal amount on
which the Class X-1 Certificates accrue interest from time to time which, as of
any date of determination, is equal to the then aggregate Uncertificated
Principal Balances of REMIC Regular Interests LA-1-1, LA-1-2-A, LA-1-2-B,
LA-1-2-C, LA-1-2-D, LA-1-2-E, LA-1-2-F, LA-1-2-G, LA-2-A, LA-2-B, LA-2-C, LB,
LC, LD, LE, LF, LG-A, LG-B, LH-A, LH-B, LH-C, LJ-A, LJ-B, LJ-C, LK, LL-A, LL-B,
LM, LN, LO-1, LO-2 and LP.

     "Class X-2 Notional Amount": means, the aggregate notional principal amount
on which the Class X-2 Certificates accrue interest from time to time which

     (A) as of any date of determination on or before the December 2003
Distribution Date, is equal to the then aggregate Uncertificated Principal
Balances of REMIC Regular Interests LA-1-2-A, LA-1-2-B, LA-1-2-C, LA-1-2-D,
LA-1-2-E, LA-1-2-F, LA-1-2-G, LA-2-A, LA-2-B, LA-2-C, LB, LC, LD, LE, LF, LG-A,
LG-B, LH-A, LH-B, LH-C, LJ-A, LJ-B, LJ-C, LK, LL-A and LL-B;

     (B) as of any date of determination after the December 2003 Distribution
Date and on or before the December 2004 Distribution Date, is equal to the then
aggregate Uncertificated Principal Balances of REMIC Regular Interests LA-1-2-B,
LA-1-2-C, LA-1-2-D, LA-1-2-E, LA-1-2-F, LA-1-2-G, LA-2-A, LA-2-B, LA-2-C, LB,
LC, LD, LE, LF, LG-A, LG-B, LH-A, LH-B, LH-C, LJ-A, LJ-B, LJ-C, LK, LL-A and
LL-B;

     (C) as of any date of determination after the December 2004 Distribution
Date and on or before the December 2005 Distribution Date, is equal to the then
aggregate Uncertificated Principal Balances of REMIC Regular Interests LA-1-2-C,
LA-1-2-D, LA-1-2-E, LA-1-2-F, LA-1-2-G, LA-2-A, LA-2-B, LA-2-C, LB, LC, LD, LE,
LF, LG-A, LG-B, LH-A, LH-B, LH-C, LJ-A, LJ-B, LJ-C, LK and LL-B;

     (D) as of any date of determination after the December 2005 Distribution
Date and on or before the December 2006 Distribution Date, is equal to the then
aggregate Uncertificated Principal Balances of REMIC Regular Interests LA-1-2-D,
LA-1-2-E, LA-1-2-F, LA-1-2-G, LA-2-A, LA-2-B, LA-2-C, LB, LC, LD, LE, LF, LG-A,
LG-B, LH-A, LH-B, LH-C, LJ-A, LJ-B and LJ-C;

                                       28
<PAGE>

     (E) as of any date of determination after the December 2006 Distribution
Date and on or before the June 2007 Distribution Date, is equal to the then
aggregate Uncertificated Principal Balances of REMIC Regular Interests LA-1-2-E,
LA-1-2-F, LA-1-2-G, LA-2-A, LA-2-B, LA-2-C, LB, LC, LD, LE, LF, LG-A, LG-B,
LH-A, LH-B, LH-C, LJ-B and LJ-C;

     (F) as of any date of determination after the June 2007 Distribution Date
and on or before the December 2007 Distribution Date, is equal to the then
aggregate Uncertificated Principal Balances of REMIC Regular Interests LA-1-2-F,
LA-1-2-G, LA-2-A, LA-2-B, LA-2-C, LB, LC, LD, LE, LF, LG-A, LG-B, LH-A, LH-B,
LH-C and LJ-C;

     (G) as of any date of determination after the December 2007 Distribution
Date and on or before the June 2008 Distribution Date, is equal to the then
aggregate Uncertificated Principal Balances of REMIC Regular Interests LA-1-2-G,
LA-2-A, LA-2-B, LA-2-C, LB, LC, LD, LE, LF, LG-A, LG-B, LH-B and LH-C;

     (H) as of any date of determination after the June 2008 Distribution Date
and on or before the December 2008 Distribution Date, is equal to the then
aggregate Uncertificated Principal Balances of REMIC Regular Interests LA-2-B,
LA-2-C, LB, LC, LD, LE, LF, LG-A, LG-B and LH-C;

     (I) as of any date of determination after the December 2008 Distribution
Date and on or before the December 2009 Distribution Date, is equal to the then
aggregate Uncertificated Principal Balances of REMIC Regular Interests LA-2-C,
LB, LC, LD, LE, LF and LG-B; and

     (J) with respect to any Distribution Date occurring after the Distribution
Date in December 2009, zero.

     "Class X-1 Pass-Through Rate": With respect to the Class X-1 Certificates,

         (i) for the initial Distribution Date 0.104% per annum; and

         (ii) for any Distribution Date thereafter, the per annum rate,
expressed as a percentage, obtained by dividing (a) the sum of (I) the products
of (x) the Uncertificated Principal Balance of each REMIC Regular II Interest
LA-1-1, LM, LN, LO-1, LO-2 and LP immediately prior to such Distribution Date
and (y) the related Component Rate for such Distribution Date and (II) the
products of (x) the Uncertificated Principal Balance of each REMIC Regular II
Interest LA-1-2-A, LA-1-2-B, LA-1-2-C, LA-1-2-D, LA-1-2-E, LA-1-2-F, LA-1-2-G,
LA-2-A, LA-2-B, LA-2-C, LB, LC, LD, LE, LF, LG-A, LG-B, LH-A, LH-B, LH-C, LJ-A,
LJ-B, LJ-C, LK, LL-A and LL-B prior to such Distribution Date and (y) the
related Component Class X-1 Strip Rate by (b) the Class X-1 Notional Amount.

     "Class X-2 Pass-Through Rate": With respect to the Class X-2 Certificates,

         (i) for the initial Distribution Date, 1.719% per annum;

         (ii) for any Distribution Date after the initial Distribution Date and
on or prior to the December 2009 Distribution Date, the per annum rate,
expressed as a percentage, obtained by dividing (a) the sum of the products of
(I) the Uncertificated Principal Balance of

                                       29
<PAGE>

each REMIC Regular II Interest LA-1-2-A, LA-1-2-B, LA-1-2-C, LA-1-2-D, LA-1-2-E,
LA-1-2-F, LA-1-2-G, LA-2-A, LA-2-B, LA-2-C, LB, LC, LD, LE, LF, LG-A, LG-B,
LH-A, LH-B, LH-C, LJ-A, LJ-B, LJ-C, LK, LL-A and LL-B immediately prior to such
Distribution Date and (II) the related Component Class X-2 Strip Rate for such
Distribution Date by (b) the Class X-2 Notional Amount; and

         (iii) for any Distribution Date occurring after the December 2009
Distribution Date, 0% per annum.

     "Closing Date": December 19, 2002.

     "CMSA": The Commercial Mortgage Securities Association, or any association
or organization that is a successor thereto. If neither such association nor any
successor remains in existence, "CMSA" shall be deemed to refer to such other
association or organization as may exist whose principal membership consists of
servicers, trustees, certificateholders, issuers, placement agents and
underwriters generally involved in the commercial mortgage loan securitization
industry, which is the principal such association or organization in the
commercial mortgage loan securitization industry and whose principal purpose is
the establishment of industry standards for reporting transaction-specific
information relating to commercial mortgage pass-through certificates and
commercial mortgage-backed bonds and the commercial mortgage loans and
foreclosed properties underlying or backing them to investors holding or owning
such certificates or bonds, and any successor to such other association or
organization. If an organization or association described in one of the
preceding sentences of this definition does not exist, "CMSA" shall be deemed to
refer to such other association or organization as shall be selected by the
Master Servicer and reasonably acceptable to the Trustee, the Special Servicer
and the Majority Certificateholder of the Controlling Class.

     "CMSA Bond Level File": The monthly report substantially in the form of,
and containing the information called for in, the downloadable form of the "Bond
Level File" available as of the Closing Date on the CMSA Website, or such other
form for the presentation of such information and containing such additional
information as may from time to time be recommended by the CMSA for commercial
mortgage securities transactions generally.

     "CMSA Collateral Summary File": The report substantially in the form of,
and containing the information called for in, the downloadable form of the "CMSA
Collateral Summary File" available as of the Closing Date on the CMSA Website,
or such other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage securities transactions generally.

     "CMSA Comparative Financial Status Report": The report described in Section
4.02(b) hereof, in substantially the form attached hereto as Exhibit N.

     "CMSA Delinquent Loan Status Report": A report or reports setting forth,
among other things, those Mortgage Loans which, as of the close of business on
the immediately preceding Determination Date, were (i) delinquent 30-59 days,
(ii) delinquent 60-89 days, (iii) delinquent 90 days or more, (iv) current but
specially serviced, (v) in foreclosure but as to which

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<PAGE>

the related Mortgaged Property had not become REO Property, or (vi) related to
Mortgaged Property which had become REO Property, together with such additional
information in respect of each such Mortgage Loan as is contemplated on Exhibit
K hereto.

     "CMSA Financial File": The monthly, quarterly, semi-annual or annual
report, as the case may be, in the "CMSA Financial File" format substantially
containing the information called for therein for each Mortgage Loan, as
applicable, the form of which is attached as Exhibit O.

     "CMSA Historical Liquidation Report": A report or reports setting forth,
among other things, as of the close of business on the immediately preceding
Determination Date, (i) the amount of Liquidation Proceeds and Liquidation
Expenses, both for the Collection Period ending on such Determination Date and
for all prior Collection Periods, and (ii) the amount of Realized Losses
occurring during such Collection Period and historically, set forth on a
Mortgage Loan-by-Mortgage Loan and REO Property-by-REO Property basis, together
with such additional information in respect of each Mortgage Loan and REO
Property as to which a Final Recovery Determination has been made as is
contemplated by Exhibit K hereto.

     "CMSA Historical Loan Modification Report": A report or reports setting
forth, among other things, those Mortgage Loans which, as of the close of
business on the immediately preceding Determination Date, have been modified
pursuant to this Agreement (i) during the Collection Period ending on such
Determination Date and (ii) since the Cut-off Date, showing the original and the
revised terms thereof, together with such additional information in respect of
each such Mortgage Loan as is contemplated by Exhibit K hereto.

     "CMSA Loan Periodic Update File": The monthly report substantially in the
form of, and containing the information called for in, the downloadable form of
the "CMSA Loan Periodic Update File" available as of the Closing Date on the
CMSA Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage securities transactions generally as is
contemplated by Exhibit P hereto.

     "CMSA Loan Setup File": The report substantially in the form of, and
containing the information called for in, the downloadable form of the "CMSA
Loan Setup File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage securities transactions generally as is contemplated by
Exhibit Q hereto.

     "CMSA NOI Adjustment Worksheet": The report described in Section 4.02(b)(2)
hereof, in substantially the form attached hereto as Exhibit N.

     "CMSA Operating Statement Analysis Report": The report described in Section
4.02(b)(1) hereof, in substantially the form attached hereto as Exhibit N.

     "CMSA Property File": The monthly report in the "CMSA property file" format
containing the information called for therein for each Mortgaged Property, the
form of which is

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<PAGE>

attached hereto as Exhibit R, which for each Distribution Date shall set forth
certain information set forth therein as of the end of the preceding calendar
month.

     "CMSA REO Status Report": A report or reports substantially in the form of
Exhibit K attached hereto setting forth, among other things, with respect to
each REO Property that was included in the Trust Fund as of the close of
business on the immediately preceding Determination Date, (i) the Acquisition
Date of such REO Property, (ii) the amount of income collected with respect to
such REO Property (net of related expenses) and other amounts, if any, received
on such REO Property during the Collection Period ending on such Determination
Date and (iii) the value of the REO Property based on the most recent Appraisal
or other valuation thereof available to the Master Servicer as of such date of
determination (including any valuation prepared internally by the Special
Servicer) or with respect to the Mesa Grande Loan A2, the CMSA REO status report
prepared by the 2002-C1 Master Servicer.

     "CMSA Servicer Watch List": For any Determination Date (i) prior to the
date on which the downloadable form of the "Servicer Watch List" is available on
the CMSA Website, a report prepared by the Master Servicer containing the
information described in Exhibit K attached hereto, setting forth, among other
things, a description of any Mortgage Loan that, as of the Determination Date
immediately preceding the preparation of such report, is in jeopardy of becoming
a Specially Serviced Mortgage Loan and (ii) after the date the downloadable form
of the "Servicer Watch List" is available on the CMSA Website, a report
substantially in the form of, and containing the information called for in, such
downloadable form, or in such other form for the presentation of such
information and containing such additional information as may from time to time
be recommended by the CMSA for commercial mortgage securities transactions
generally.

     "CMSA Website": The CMSA's Website located at "www.cmbs.org" or such other
primary website as the CMSA may establish for dissemination of its report forms.

     "Code": The Internal Revenue Code of 1986, as amended.

     "Co-Lender Agreement": The Co-Lender Agreement, dated as of February 1,
2002, by and among the 2002-C1 Trustee, the 2002-C1 Master Servicer and GSMC, as
companion lender, relating to the Mesa Grande Loan A1 and the Mesa Grande Loan
A2.

     "Collection Period": With respect to any Distribution Date and any Mortgage
Loan, the period commencing immediately following the prior such period (or, in
the case of the initial Collection Period, commencing immediately following the
Cut-off Date for such Mortgage Loan) and ending on and including the related
Determination Date.

     "Collection Report": The monthly report to be prepared by the Master
Servicer and delivered to the Trustee and the Depositor pursuant to Section
4.02(b).

     "Commission": The Securities and Exchange Commission.

     "Compensating Interest Payments": Any payment required to be made by the
Master Servicer pursuant to Section 3.20(f) to cover Prepayment Interest
Shortfalls and

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<PAGE>

Extraordinary Prepayment Interest Shortfalls or Section 3.20(e) to cover Balloon
Payment Interest Shortfalls.

     "Component Class X-1 Strip Rate": As to each of the Class LA-1-2-A,
LA-1-2-B, LA-1-2-C, LA-1-2-D, LA-1-2-E, LA-1-2-F, LA-1-2-G, LA-2-A, LA-2-B,
LA-2-C, LB, LC, LD, LE, LF, LG-A, LG-B, LH-A, LH-B, LH-C, LJ-A, LJ-B, LJ-C, LK,
LL-A and LL-B Components, the Class LA-1-2-A Component Class X-1 Strip Rate, the
Class LA-1-2-B Component Class X-1 Strip Rate, the Class LA-1-2-C Component
Class X-1 Strip Rate, the Class LA-1-2-D Component Class X-1 Strip Rate, the
Class LA-1-2-E Component Class X-1 Strip Rate, the Class LA-1-2-F Component
Class X-1 Strip Rate , the Class LA-1-2-G Component Class X-1 Strip Rate, the
Class LA-2-A Component Class X-1 Strip Rate, the Class LA-2-B Component Class
X-1 Strip Rate, the Class LA-2-C Component Class X-1 Strip Rate, the Class LB
Component Class X-1 Strip Rate, the Class LC Component Class X-1 Strip Rate, the
Class LD Component Class X-1 Strip Rate, the Class LE Component Class X-1 Strip
Rate, the Class LF Component Class X-1 Strip Rate, the Class LG-A Component
Class X-1 Strip Rate, the Class LG-B Component Class X-1 Strip Rate, the Class
LH-A Component Class X-1 Strip Rate, the Class LH-B Component Class X-1 Strip
Rate, the Class LH-C Component Class X-1 Strip Rate, the Class LJ-A Component
Class X-1 Strip Rate, the Class LJ-B Component Class X-1 Strip Rate, the Class
LJ-C Component Class X-1 Strip Rate, Class LK Component Class X-1 Strip Rate,
Class LL-A Component Class X-1 Strip Rate or the Class LL-B Component Class X-1
Strip Rate, as applicable.

     "Component Class X-2 Strip Rate": As to each of the Class LA-1-2-A,
LA-1-2-B, LA-1-2-C, LA-1-2-D, LA-1-2-E, LA-1-2-F, LA-1-2-G, LA-2-A, LA-2-B,
LA-2-C, LB, LC, LD, LE, LF, LG-A, LG-B, LH-A, LH-B, LH-C, LJ-A, LJ-B, LJ-C, LK,
LL-A and LL-B Components, the Class LA-1-2-A Component Class X-2 Strip Rate, the
Class LA-1-2-B Component Class X-2 Strip Rate, the Class LA-1-2-C Component
Class X-2 Strip Rate, the Class LA-1-2-D Component Class X-2 Strip Rate, the
Class LA-1-2-E Component Class X-2 Strip Rate, the Class LA-1-2-F Component
Class X-2 Strip Rate , the Class LA-1-2-G Component Class X-2 Strip Rate, the
Class LA-2-A Component Class X-2 Strip Rate, the Class LA-2-B Component Class
X-2 Strip Rate, the Class LA-2-C Component Class X-2 Strip Rate, the Class LB
Component Class X-2 Strip Rate, the Class LC Component Class X-2 Strip Rate, the
Class LD Component Class X-2 Strip Rate, the Class LE Component Class X-2 Strip
Rate, the Class LF Component Class X-2 Strip Rate, the Class LG-A Component
Class X-2 Strip Rate, the Class LG-B Component Class X-2 Strip Rate, the Class
LH-A Component Class X-2 Strip Rate, the Class LH-B Component Class X-2 Strip
Rate, the Class LH-C Component Class X-2 Strip Rate, the Class LJ-A Component
Class X-2 Strip Rate, the Class LJ-B Component Class X-2 Strip Rate, the Class
LJ-C Component Class X-2 Strip Rate, Class LK Component Class X-2 Strip Rate,
Class LL-A Component Class X-2 Strip Rate or the Class LL-B Component Class X-2
Strip Rate, as applicable.

     "Component Rate": As to each of the Class X Components, the rate reflected
in the definition for such component herein.

     "Controlling Class": As of any date of determination, the outstanding Class
of Principal Balance Certificates with the lowest Payment Priority (the Class A
Certificates being treated as a single Class for this purpose) that has a then
outstanding Class Principal Balance at

                                       33
<PAGE>

least equal to 25% of the Initial Class Principal Balance thereof (or, if no
Class of Principal Balance Certificates outstanding has a Class Principal
Balance at least equal to 25% of the Initial Class Principal Balance thereof,
then the "Controlling Class" shall be the outstanding Class of Principal Balance
Certificates with the lowest Payment Priority). Initially, the Controlling Class
will consist of the Class P Certificates.

     "Corporate Trust Office": The principal corporate trust office of the
Trustee at which at any particular time its corporate trust business with
respect to this Agreement shall be administered, which office at the date of the
execution of this Agreement for Certificate Registrar purposes is located at
Wells Fargo Center, Sixth Street and Marquette Avenue, Minneapolis, Minnesota
55479-0113, Attention: Corporate Trust Services (CMBS) - GMAC Commercial
Mortgage Securities, Inc. Series 2002-C3 and for all other purposes at 9062 Old
Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services
(CMBS) - GMAC Commercial Mortgage Securities, Inc. Series 2002-C3.

     "Corrected Mortgage Loan": Any Mortgage Loan (and each related
Cross-Collateralized Mortgage Loan) that had been a Specially Serviced Mortgage
Loan but has ceased to be such in accordance with the definition of "Specially
Serviced Mortgage Loan" (other than by reason of a Liquidation Event occurring
in respect of such Mortgage Loan or a related Mortgaged Property becoming an REO
Property).

     "CPR": An assumed constant rate of prepayment each month (which is quoted
on a per annum basis) relative to the then outstanding principal balance of a
pool of mortgage loans for the life of such mortgage loans.

     "Credit Lease": With respect to a Credit Lease Loan, if any, the lease
agreement between the Mortgagor as lessor and the Tenant as lessee of the
related Mortgage Property.

     "Credit Lease Loan": Any Mortgage Loan that is identified as a "Credit
Lease Loan" on the Mortgage Loan Schedule.

     "Cross-Collateralized Mortgage Loans": Any two or more Mortgage Loans
listed on the Mortgage Loan Schedule that are cross-collateralized with each
other.

     "Current Principal Distribution Amount": With respect to any Distribution
Date, an amount equal to the aggregate of the following (without duplication):

     (a) the principal portions of all Monthly Payments (other than Balloon
Payments) and any Assumed Monthly Payments due or deemed due, as the case may
be, in respect of the Mortgage Loans and any related REO Loans for their
respective Due Dates occurring during the same calendar month as such
Distribution Date;

     (b) all Principal Prepayments received on the Mortgage Loans during the
related Collection Period;

     (c) with respect to any Balloon Mortgage Loan as to which the related
Stated Maturity Date occurred or any ARD Loan as to which the related
Anticipated Repayment Date occurred, during or prior to the related Collection
Period, any payment of principal (exclusive of

                                       34
<PAGE>

any Principal Prepayment and any amount described in subclause (d) below) that
was made by or on behalf of the related Mortgagor during the related Collection
Period, net of any portion of such payment that represents a recovery of the
principal portion of any Monthly Payment (other than a Balloon Payment) due, or
the principal portion of any Assumed Monthly Payment deemed due, in respect of
such Mortgage Loan on a Due Date during or prior to the same calendar month as
such Distribution Date and not previously recovered;

     (d) that portion of all Liquidation Proceeds (exclusive of any Excess
Liquidation Proceeds) and Insurance Proceeds received on or in respect of the
Mortgage Loans during the related Collection Period that were identified and
applied by the Master Servicer as recoveries of principal thereof, in each case
net of any Liquidation Expenses and any portion of such amounts that represents
a recovery of the principal portion of any Monthly Payment (other than a Balloon
Payment) due, or of the principal portion of any Assumed Monthly Payment deemed
due, in respect of any such Mortgage Loan on a Due Date during or prior to the
same calendar month as such Distribution Date and not previously recovered; and

     (e) that portion of all Liquidation Proceeds (exclusive of any Excess
Liquidation Proceeds), Insurance Proceeds and REO Revenues received on or in
respect of any REO Properties during the related Collection Period that were
identified and applied by the Master Servicer as recoveries of principal of the
related REO Loans, in each case net of any Liquidation Expenses and any portion
of such amounts that represents a recovery of the principal portion of any
Monthly Payment (other than a Balloon Payment) due, or of the principal portion
of any Assumed Monthly Payment deemed due, in respect of any such REO Loan or
the related Mortgage Loan on a Due Date during or prior to same calendar month
as such Distribution Date and not previously recovered

     "Current Ratings Report". A report or reports as is contemplated on Exhibit
K hereto, as of a date no earlier than three Business Days prior to the related
Determination Date, setting forth: (i) the publicly available corporate credit
rating of Standard & Poor's and the long term debt rating of Moody's for such
Tenant and any Guarantor as of that date, (ii) the publicly available corporate
credit rating of Standard & Poor's and the long term debt rating of Moody's for
such Tenant or Guarantor included in the report prepared pursuant to this
paragraph for the immediately preceding Determination Date (except for the first
Determination Date), and (iii) whether such Tenant or Guarantor has been placed
on credit watch by Standard & Poor's or on review by Moody's.

     "Custodian": A Person who is at any time appointed by the Trustee pursuant
to Section 8.11 as a document custodian for the Mortgage Files, which Person
shall not be the Depositor, any Mortgage Loan Seller or an Affiliate of any of
them. The Trustee shall act as the initial Custodian.

     "Cut-off Date": With respect to any Mortgage Loan, the Due Date for such
Mortgage Loan in December 2002.

     "Cut-off Date Principal Balance": With respect to any Mortgage Loan, the
outstanding principal balance of such Mortgage Loan as of the Cut-off Date,
after application of all payments of principal due on or before such date,
whether or not received.

                                       35
<PAGE>

     "Debt Service Coverage Ratio": With respect to any Mortgage Loan (or group
of Cross-Collateralized Mortgage Loans) for any specified period, the debt
service coverage ratio calculated in accordance with the applicable Servicer
Report using the methodologies set forth in Exhibit F.

     "Default Interest": With respect to any Mortgage Loan (or related REO
Loan), any amounts collected thereon, other than interest at the Revised Rate
accrued on any ARD Loan after its Anticipated Repayment Date, late payment
charges and Prepayment Premiums, that represent penalty interest in excess of
interest on the principal balance of such Mortgage Loan (or REO Loan) accrued at
the related Mortgage Rate.

     "Defaulted Mortgage Loan": A Mortgage Loan that is delinquent in an amount
equal to at least two Monthly Payments or is delinquent thirty days or more in
respect of its Balloon Payment, if any, in either case such delinquency to be
determined without giving effect to any grace period permitted by the related
Mortgage or Mortgage Note and without regard to any acceleration of payments
under the related Mortgage and Mortgage Note.

     "Defaulting Party": As defined in Section 7.01(b).

     "Defeasance Collateral": Noncallable government obligations of (or
non-callable obligations, fully guaranteed as to timely payment by) the United
States of America, as are permitted under the terms of a Mortgage Note or
related Mortgage Loan documents, but only if such obligations or assets
constitute "government securities" under the defeasance rule of the REMIC
Provisions.

     "Defeasance Loan": Any Mortgage Loan that is designated as such on the
Mortgage Loan Schedule.

     "Defeasance Option": The right of a Mortgagor, pursuant to the terms of the
related Mortgage Note or related Mortgage Loan documents, to obtain a release of
any portion of the related Mortgaged Property from the lien of the related
Mortgage upon the pledge to the Trustee of Defeasance Collateral.

     "Defect": As defined in Section 2.02(d).

     "Definitive Certificate": As defined in Section 5.03(a).

     "Deleted Mortgage Loan": A Mortgage Loan which is repurchased from the
Trust pursuant to the terms hereof or as to which one or more Qualifying
Substitute Mortgage Loans are substituted.

     "Delinquency Advance": As to any Mortgage Loan or related REO Loan, any
advance made by the Master Servicer or the Trustee pursuant to Section 4.03.

     "Delinquency Advance Date": The Business Day preceding each Distribution
Date.

                                       36
<PAGE>

     "Depositor": GMAC Commercial Mortgage Securities, Inc. or its successor in
interest.

     "Depository": The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates, is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(3) of the Uniform Commercial Code of the State of New York and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act.

     "Depository Participant": A broker, dealer, bank or other financial
institution or other Person for whom from time to time the Depository effects
book-entry transfers and pledges of securities deposited with the Depository.

     "Designated Sub-Servicer": Any Sub-Servicer set forth on the Additional
Servicing Fee Schedule and any successor thereto under the related Designated
Sub-Servicer Agreement.

     "Designated Sub-Servicer Agreement": With respect to any Additional
Servicing Fee Mortgage Loan, the agreement among the Master Servicer, the
applicable Designated Sub-Servicer, Archon and in the case of certain
sub-servicing agreements, GSMC, pursuant to which the Designated Sub-Servicer
agrees to service the Additional Servicing Fee Mortgage Loans.

     "Determination Date": With respect to any Distribution Date, the first day
of the month in which such Distribution Date occurs, or if such first day is not
a Business Day, the Business Day immediately following.

     "Directly Operate": With respect to any REO Property, the furnishing or
rendering of services to the tenants thereof that are not (within the meaning of
Treasury Regulations Section 1.512(b)-1(c)(5)) customarily provided to tenants
in connection with the rental of space for occupancy, the management or
operation of such REO Property, the holding of such REO Property primarily for
sale to customers in the ordinary course of a trade or business, the performance
of any construction work thereon or any use of such REO Property in a trade or
business, in each case other than through an Independent Contractor; provided,
however, that the Trustee (or the Special Servicer on behalf of the Trustee)
shall not be considered to Directly Operate an REO Property solely because the
Trustee (or the Special Servicer on behalf of the Trustee) establishes rental
terms, chooses tenants, enters into or renews leases, deals with taxes and
insurance, or makes decisions as to repairs (of the type that would be
deductible under Code Section 162) or capital expenditures with respect to such
REO Property.

     "Discount Rate": With respect to each Mortgage Loan as to which there has
been a prepayment during a Collection Period and for which a Prepayment Premium
is collected, the yield (compounded monthly) for "This Week" as reported by the
Federal Reserve Board in Federal Reserve Statistical Release H.15(519) for the
constant maturity treasury having a maturity coterminous with the Anticipated
Repayment Date, in the case of an ARD Loan, or the Maturity Date, in the case of
each other Mortgage Loan, of such Mortgage Loan as of the related Determination
Date. If there is no Discount Rate for instruments having a maturity coterminous

                                       37
<PAGE>

with the Maturity Date or Anticipated Repayment Date, as applicable, of the
applicable Mortgage Loan, then the Discount Rate will be equal to the linear
interpolation of the yields of the constant maturity treasuries with maturities
next longer and shorter than such Maturity Date or Anticipated Repayment Date,
as the case may be.

     "Discount Rate Fraction": With respect to the distribution of any
Prepayment Premium received with respect to any Mortgage Loan to the Holders of
any Class of Principal Balance Certificates on any Distribution Date, a fraction
(not greater than 1.0 or less than zero), (a) the numerator of which is equal to
the excess, if any, of (x) the Pass-Through Rate for such Class of Certificates
over (y) the relevant Discount Rate and (b) the denominator of which is equal to
the excess, if any, of (x) the Mortgage Rate of the related Mortgage Loan over
(y) the relevant Discount Rate.

     "Distributable Certificate Interest": With respect to any Class of REMIC
III Regular Certificates, for any Distribution Date, the Accrued Certificate
Interest in respect of such Class of Certificates for such Distribution Date,
reduced (to not less than zero) by that portion, if any, of the Net Aggregate
Prepayment Interest Shortfall, if any, for such Distribution Date allocated to
such Class of Certificates as set forth below. The Net Aggregate Prepayment
Interest Shortfall, if any, for each Distribution Date shall be allocated on
such Distribution Date among the REMIC III Regular Certificates, pro rata, in
accordance with the respective amounts of Accrued Certificate Interest for such
Classes of Certificates for such Distribution Date.

     "Distribution Account": The segregated account or accounts created and
maintained by the Trustee pursuant to Section 3.04(b) in trust for the
Certificateholders, which shall be entitled "Wells Fargo Bank Minnesota,
National Association, as Trustee, in trust for the registered holders of GMAC
Commercial Mortgage Securities, Inc., Mortgage Pass Through Certificates, Series
2002-C3." Any such account or accounts shall be an Eligible Account.

     "Distribution Date": The 10th day of any month, or if such 10th day is not
a Business Day, the Business Day immediately following, commencing in January
2003.

     "Distribution Date Statement": As defined in Section 4.02(a).

     "Due Date": With respect to (i) any Mortgage Loan on or prior to its
Maturity Date, the day of the month set forth in the related Mortgage Note on
which each Monthly Payment thereon is scheduled to be first due; (ii) any
Balloon Mortgage Loan after the Maturity Date therefor, the day of the month set
forth in the related Mortgage Note on which each Monthly Payment on such
Mortgage Loan had been scheduled to be first due; and (iii) any REO Loan, the
day of the month set forth in the related Mortgage Note on which each Monthly
Payment on the related Mortgage Loan had been scheduled to be first due.

     "Eligible Account": An account or subaccount that is any of the following:
(i) maintained with a depository institution or trust company whose (A)
commercial paper, short-term unsecured debt obligations or other short-term
deposits are rated at least (x) "A-1" by Standard & Poor's, (y) "P-1" by Moody's
and (z) "F-1+" by Fitch, if the deposits are to be held in the account for 30
days or less, or (B) long-term unsecured debt obligations are rated at least (x)
"AA-" by Standard & Poor's, (y) "Aa3" by Moody's and (z) "A+" by Fitch, if the
deposits

                                       38
<PAGE>

are to be held in the account more than 30 days, or (ii) a segregated trust
account or accounts maintained in the trust department of the Trustee or other
financial institution subject to regulations regarding fiduciary funds on
deposit similar to Title 12 of the Code of Federal Regulations Section 9.10(b),
or (iii) an account or accounts of a depository institution acceptable to each
Rating Agency, as evidenced by written confirmation from such Rating Agency to
the effect that use of any such account as the Certificate Account or the
Distribution Account would not result in the downgrade, qualification or
withdrawal of the rating then assigned to any Class of Certificates by such
Rating Agency.

     "Emergency Advance": Any Servicing Advance that must be made within five
Business Days by the Master Servicer (at the direction of the Special Servicer)
in order to avoid any material penalty, any material harm to a Mortgaged
Property or any other material adverse consequence to the Trust Fund.

     "Environmental Assessment": A "Phase I assessment" conducted in accordance
with ASTM Standard E 1527-93 or any successor thereto published by ASTM.

     "Environmental Policy": The Secured Creditor Impaired Property Policies
(Portfolio) issued by American International Group, Inc., or the blanket
environmental insurance policies issued by Kemper Environmental Ltd., as the
case may be, with respect to the Mortgaged Properties listed on Schedule IV.

     "ERISA": The Employee Retirement Income Security Act of 1974, as amended.

     "Escrow Payment": Any payment received by the Master Servicer or the
Special Servicer for the account of any Mortgagor for application toward the
payment of real estate taxes, assessments, insurance premiums, ground rents (if
applicable) and similar items in respect of the related Mortgaged Property.

     "Event of Default": One or more of the events described in Section 7.01(a).

     "Excess Interest": With respect to each of the ARD Loans, if any, interest
accrued on such ARD Loan and allocable to the Excess Rate and, except to the
extent limited by applicable law, interest accrued at the Revised Rate on any
such accrued interest that is unpaid. The Excess Interest is an asset of the
Trust Fund which is a Grantor Trust Asset not held in REMIC I, REMIC II or REMIC
III.

     "Excess Liquidation Proceeds": With respect to any Mortgage Loan, the
excess of (i) Liquidation Proceeds of that Mortgage Loan or related REO Property
net of any related Liquidation Expenses, over (ii) the amount that would have
been received if a Principal Prepayment in full had been made with respect to
such Mortgage Loan on the Due Date immediately following the date on which such
proceeds were received.

     "Excess Liquidation Proceeds Reserve Account": The segregated account or
subaccount created and maintained by the Trustee pursuant to Section 3.04(d) in
trust for the Certificateholders, which shall be entitled "Wells Fargo Bank
Minnesota, National Association, as Trustee, in trust for the registered holders
of GMAC Commercial Mortgage Securities, Inc.,

                                       39
<PAGE>

Mortgage Pass-Through Certificates, Series 2002-C3 -- Excess Liquidation
Proceeds Reserve Account." Any such account shall be an Eligible Account.

     "Excess Rate": With respect to each ARD Loan, if any, after the related
Anticipated Repayment Date, the excess of (i) the applicable Revised Rate over
(ii) the applicable initial Mortgage Rate, each as set forth in the Mortgage
Loan Schedule.

     "Exchange Act": The Securities Exchange Act of 1934, as amended.

     "Extraordinary Prepayment Interest Shortfall": With respect to any Late Due
Date Mortgage Loan that was subject to a Principal Prepayment in full or in part
(including, without limitation, an early Balloon Payment) during any Collection
Period, which Principal Prepayment was applied to such Late Due Date Mortgage
Loan prior to such Mortgage Loan's Due Date in the next succeeding Collection
Period, the amount of interest that would have accrued at the related Net
Mortgage Rate on the amount of such Principal Prepayment from the date as of
which such Principal Prepayment was received to but not including the Due Date
of such Mortgage Loan in the next succeeding Collection Period, to the extent
not collected from the related Mortgagor (without regard to any Prepayment
Premium or Excess Interest that may have been collected) and to the extent that
any portion thereof does not represent a Balloon Payment Interest Shortfall.

     "FDIC": Federal Deposit Insurance Corporation or any successor.

     "FHLMC": Federal Home Loan Mortgage Corporation or any successor.

     "Final Distribution Date": The final Distribution Date on which any
distributions are to be made on the Certificates as contemplated by Section
9.01.

     "Final Recovery Determination": A determination by the Special Servicer
with respect to any Defaulted Mortgage Loan or REO Property (other than a
Mortgage Loan or REO Property, as the case may be, that was purchased by a
Mortgage Loan Seller pursuant to Section 6 of the related Mortgage Loan Purchase
Agreement or by GMACCM pursuant to Section 4 of the Supplemental Agreement, as
applicable, by the Majority Certificateholder of the Controlling Class or the
applicable Mortgage Loan Seller pursuant to Section 3.18, or by the Master
Servicer, the Majority Certificateholder of the Controlling Class or the
Depositor pursuant to Section 9.01) that, in the reasonable and good faith
judgment of the Special Servicer, there has been a recovery of all Insurance
Proceeds, Liquidation Proceeds and other payments or recoveries that, in the
Special Servicer's judgment, exercised without regard to any obligation of the
Master Servicer or the Special Servicer to make payments from its own funds
pursuant to Section 3.07(b), will ultimately be recoverable.

     "First Anniversary Reserve Report": The report substantially in the form of
Exhibit M attached hereto which will be based on a schedule provided to the
Master Servicer prior to the Closing Date containing (but not limited to) the
Mortgage Loan name, the work to be completed on the Mortgaged Property, the
expiration date by which the work must be completed and the amount of related
reserve allocated to such work. The First Anniversary Reserve Report will
identify with respect to each Mortgage Loan that is contained in the schedule
provided to the Master Servicer prior to the Closing Date and for which the
required actions described in such

                                       40
<PAGE>

schedule have not been completed by such first anniversary: (i) the amount of
reserve payments made as of the Closing Date, (ii) the amount of reserve
payments remaining on the date of the First Anniversary Reserve Report, (iii)
the reserve type, (iv) the expiration date by which the work must be completed
and (v) the status of such work (if contact was made with Mortgagor).

     "Fitch": Fitch Ratings or its successor in interest. If no such rating
agency nor any successor remains in existence, "Fitch" shall be deemed to refer
to such other nationally recognized statistical rating agency or other
comparable Person designated by the Depositor. Notice of such designation shall
be given to the Trustee, the Master Servicer and the Special Servicer and
specific ratings of Fitch Ratings herein referenced shall be deemed to refer to
the equivalent ratings of the party so designated.

     "Fixed Rate Mortgage Loan": A Mortgage Loan as to which the related
Mortgage Note provides, as of the Closing Date, for a Mortgage Rate that remains
fixed through the remaining term thereof (without regard to any extension at the
Mortgagor's or the mortgagee's option under the terms of the related Mortgage
Loan documents).

     "FNMA": Federal National Mortgage Association or any successor.

     "Form 10-K Certification": A certification described in Secton 8.14 hereof,
substantially in the form of Exhibit S-1 attached hereto.

     "GACC": German American Capital Corporation and its successors and assigns.

     "GMACCM": GMAC Commercial Mortgage Corporation or its successor in
interest.

     "Grantor Trust": That certain "grantor trust" (within the meaning of the
Grantor Trust Provisions), the assets of which include the Grantor Trust Assets.

     "Grantor Trust Assets": Any Excess Interest.

     "Grantor Trust Provisions": Subpart E of Subchapter J and Section 7701 of
the Code, and final Treasury Regulations, published rulings, notices and
announcements, promulgated thereunder, as the foregoing may be in effect from
time to time.

     "Gross Margin": With respect to any Adjustable Rate Mortgage Loan (and any
successor REO Loan), if any, the fixed number of percentage points set forth in
the Mortgage Loan Schedule that is added to the applicable value of the related
Index on each Interest Rate Adjustment Date in accordance with the terms of the
related Mortgage Note to determine, subject to any applicable periodic and
lifetime limitations on adjustments thereto, the related Mortgage Rate.

     "Ground Lease": The ground lease pursuant to which any Mortgagor holds a
leasehold interest in the related Mortgaged Property.

     "GSMC": Goldman Sachs Mortgage Company and its successors and assigns.

                                       41

<PAGE>

     "Guarantor": The guarantor under any Guaranty with respect to any Credit
Lease.

     "Guaranty": With respect to any Credit Lease Loan, a guaranty agreement
executed by an affiliate of the related Tenant that guarantees the Tenant's
obligations under the related Credit Lease.

     "Hazardous Materials": Any dangerous, toxic or hazardous pollutants,
chemicals, wastes, or substances, including, without limitation, those so
identified pursuant to CERCLA or any other federal, state or local environmental
related laws and regulations, and specifically including, without limitation,
asbestos and asbestos-containing materials, polychlorinated biphenyls ("PCBs"),
radon gas, petroleum and petroleum products, urea formaldehyde and any
substances classified as being "in inventory", "usable work in process" or
similar classification which would, if classified as unusable, be included in
the foregoing definition.

     "Independent": When used with respect to any specified Person, any such
Person who (i) is in fact independent of the Depositor, each Mortgage Loan
Seller, the Master Servicer, the Special Servicer, the Trustee and any and all
Affiliates thereof, (ii) does not have any direct financial interest in or any
material indirect financial interest in any of the Depositor, any Mortgage Loan
Seller, the Master Servicer, the Special Servicer, the Trustee or any Affiliate
thereof, and (iii) is not connected with the Depositor, the Master Servicer, any
Mortgage Loan Seller, the Special Servicer, the Trustee or any Affiliate thereof
as an officer, employee, promoter, underwriter, trustee, partner, director or
Person performing similar functions; provided, however, that a Person shall not
fail to be Independent of the Depositor, the Master Servicer, the Special
Servicer or any Affiliate thereof merely because such Person is the beneficial
owner of 1% or less of any class of securities issued by the Depositor, the
Master Servicer or any Affiliate thereof, as the case may be.

     "Independent Contractor": Any Person that would be an "independent
contractor" with respect to REMIC I within the meaning of Section 856(d)(3) of
the Code if REMIC I were a real estate investment trust (except that the
ownership test set forth in that section shall be considered to be met by any
Person that owns, directly or indirectly, 35 percent or more of any Class of
Certificates, or such other interest in any Class of Certificates as is set
forth in an Opinion of Counsel, which shall be at no expense to the Trustee or
the Trust Fund, delivered to the Trustee), so long as REMIC I does not receive
or derive any income from such Person and provided that the relationship between
such Person and REMIC I is at arm's length, all within the meaning of Treasury
Regulation Section 1.856-4(b)(5), or any other Person upon receipt by the
Trustee of an Opinion of Counsel, which shall be at no expense to the Trustee or
the Trust Fund, to the effect that the taking of any action in respect of any
REO Property by such Person, subject to any conditions therein specified, that
is otherwise herein contemplated to be taken by an Independent Contractor will
not cause such REO Property to cease to qualify as "foreclosure property" within
the meaning of Section 860G(a)(8) of the Code (determined without regard to the
exception applicable for purposes of Section 860D(a) of the Code), or cause any
income realized in respect of such REO Property to fail to qualify as Rents from
Real Property.

     "Index": With respect to any Adjustable Rate Mortgage Loan (and any
successor REO Loan), for each Interest Rate Adjustment Date, the base index used
to determine the new

                                       42
<PAGE>

Mortgage Rate in effect thereon as specified in the related Mortgage Note. If
the Index currently in effect for any Adjustable Rate Mortgage Loan (or
successor REO Loan) ceases to be available, the Master Servicer shall, subject
to Section 3.20(a) and the terms of the related Mortgage Note, select a
comparable alternative index.

     "Initial Class Principal Balance": With respect to any Class of Principal
Balance Certificates, the initial Class Principal Balance thereof as of the
Closing Date, in each case as set forth in the Preliminary Statement.

     "Initial Class Notional Amount": The Initial Class X-1 Notional Amount or
the Initial Class X-2 Notional Amount, as applicable.

     "Initial Class X-1 Notional Amount": With respect to the Class X-1
Certificates, the initial Class Notional Amount thereof as of the Closing Date,
equal to $777,414,016.

     "Initial Class X-2 Notional Amount": With respect to the Class X-2
Certificates, the initial Class Notional Amount thereof as of the Closing Date,
equal to $739,228,000.

     "Insurance Policy": With respect to any Mortgage Loan, any hazard insurance
policy, flood insurance policy, title policy, credit lease enhancement insurance
policy, residual value insurance policy or other insurance policy that is
maintained from time to time in respect of such Mortgage Loan or the related
Mortgaged Property.

     "Insurance Proceeds": Proceeds paid under any Insurance Policy, to the
extent such proceeds are not applied to the restoration of the related Mortgaged
Property or released to the Mortgagor, in either case, in accordance with the
Servicing Standard (including any amounts paid by the Master Servicer or Special
Servicer pursuant to Section 3.07) and applicable law.

     "Interest Accrual Period": With respect to any Distribution Date, the
calendar month immediately preceding the month in which such Distribution Date
occurs.

     "Interest Rate Adjustment Date": With respect to any Adjustable Rate
Mortgage Loan (and any successor REO Loan), if any, any date on which the
related Mortgage Rate is subject to adjustment pursuant to the related Mortgage
Note. The first Interest Rate Adjustment Date subsequent to the Cut-off Date for
any Adjustable Rate Mortgage Loan is specified in the Mortgage Loan Schedule,
and successive Interest Rate Adjustment Dates for such Mortgage Loan (and any
successor REO Loan) shall thereafter periodically occur with the frequency
specified in the Mortgage Loan Schedule.

     "Interest Reserve Account": The segregated account or subaccount created
and maintained by the Trustee pursuant to Section 3.04(e) in trust for the
Certificateholders, which shall be entitled "Wells Fargo Bank Minnesota,
National Association, as Trustee, in trust for the registered holders of GMAC
Commercial Mortgage Securities, Inc., Mortgage Pass-Through Certificates, Series
2002-C3 -- Interest Reserve Account." Any such account shall be an Eligible
Account.

     "Interest Reserve Loans": Any Mortgage Loan bearing interest computed on an
actual/360 basis.

                                       43
<PAGE>

     "Interested Person": The Depositor, the Master Servicer, the Special
Servicer, any Holder of a Certificate or any Affiliate of any such Person.

     "Investment Account": Each of the Certificate Account, the Distribution
Account, any Lock-Box Account, any Cash Collateral Account, the Interest Reserve
Account, the Special Reserve Account or any REO

     Account.

     "Investor Certification": A certification in the form of Exhibit H-1
hereto.

     "Late Collections": With respect to any Mortgage Loan, all amounts received
thereon during any Collection Period, whether as payments, Insurance Proceeds,
Liquidation Proceeds, payments of Substitution Shortfall Amounts, or otherwise,
which represent late payments or collections of principal or interest due in
respect of such Mortgage Loan (without regard to any acceleration of amounts due
thereunder by reason of default) on a Due Date in a previous Collection Period
(or, in the case of a Late Due Date Mortgage Loan, on any Due Date prior to the
date of receipt) and not previously recovered. With respect to any Distribution
Date and any REO Loan, all amounts received in connection with the related REO
Property during any Collection Period, whether as Insurance Proceeds,
Liquidation Proceeds, REO Revenues or otherwise, which represent late
collections of principal or interest due or deemed due in respect of such REO
Loan or the predecessor Mortgage Loan (without regard to any acceleration of
amounts due under such predecessor Mortgage Loan by reason of default) on a Due
Date in a previous Collection Period (or, in the case of a Late Due Date
Mortgage Loan, on any Due Date prior to the date of receipt) and not previously
recovered. The term "Late Collections" shall specifically exclude Penalty
Charges.

     "Late Due Date Mortgage Loan": The Mortgage Loans (or successor REO Loan),
identified as Loan Numbers 25195, 32348, 31819 and 33968 on the Mortgage Loan
Schedule with a Due Date which occurs after the Determination Date in the same
calendar month as such Due Date.

     "Liquidation Event": With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made with respect to such Mortgage Loan; (iii) such Mortgage
Loan is repurchased or replaced by a Mortgage Loan Seller pursuant to Section 6
of the related Mortgage Loan Purchase Agreement or by GMACCM pursuant to Section
4 of the Supplemental Agreement; (iv) such Mortgage Loan is purchased by the
Majority Certificateholder of the Controlling Class or the applicable Mortgage
Loan Seller pursuant to Section 3.18; or (vi) such Mortgage Loan is purchased by
the Master Servicer, the Majority Certificateholder of the Controlling Class or
the Depositor pursuant to Section 9.01. With respect to any REO Property (and
the related REO Loan), any of the following events: (i) a Final Recovery
Determination is made with respect to such REO Property; or (ii) such REO
Property is purchased by the Master Servicer, the Majority Certificateholder of
the Controlling Class or the Depositor pursuant to Section 9.01.

     "Liquidation Expenses": All customary, reasonable and necessary "out of
pocket" costs and expenses incurred by the Special Servicer in connection with
the liquidation of any Specially Serviced Mortgage Loan or REO Property pursuant
to Section 3.09, 3.18 or 3.19 or final payoff of a Corrected Mortgage Loan
(including, without limitation, legal fees and

                                       44
<PAGE>

expenses, committee or referee fees and, if applicable, brokerage commissions,
conveyance taxes, any Liquidation Fee or Workout Fee associated with a final
payoff of a Corrected Mortgage Loan and any other unreimbursed Additional Trust
Fund Expense associated with such Mortgage Loan).

     "Liquidation Fee": With respect to each Specially Serviced Mortgage Loan or
REO Property (other than any Specially Serviced Mortgage Loan or REO Property
purchased by the Majority Certificateholder of the Controlling Class or the
applicable Mortgage Loan Seller pursuant to Section 3.18 or by the Master
Servicer, the Majority Certificateholder of the Controlling Class or the
Depositor pursuant to Section 9.01), the fee designated as such and payable to
the Special Servicer pursuant to Section 3.11(c).

     "Liquidation Fee Rate": With respect to each Specially Serviced Mortgage
Loan or REO Property as to which a Liquidation Fee is payable, 1.00%.

     "Liquidation Proceeds": Cash amounts (other than Insurance Proceeds and REO
Revenues) received or paid by the Master Servicer or the Special Servicer in
connection with: (i) the taking of all or a part of a Mortgaged Property by
exercise of the power of eminent domain or condemnation; (ii) the liquidation of
a Mortgaged Property or other collateral constituting security for a Defaulted
Mortgage Loan, through trustee's sale, foreclosure sale, REO Disposition or
otherwise, exclusive of any portion thereof required to be released to the
related Mortgagor in accordance with applicable law and the terms and conditions
of the related Mortgage Note and Mortgage; (iii) the realization upon any
deficiency judgment obtained against a Mortgagor; (iv) the purchase of a
Mortgage Loan by the Majority Certificateholder of the Controlling Class or the
applicable Mortgage Loan Seller pursuant to Section 3.18; (v) the repurchase of
a Mortgage Loan by a Mortgage Loan Seller pursuant to Section 6 of the related
Mortgage Loan Purchase Agreement or by GMACCM pursuant to Section 4 of the
Supplemental Agreement; (vi) the payment of any Substitution Shortfall Amount by
a Mortgage Loan Seller pursuant to Section 6 of the related Mortgage Loan
Purchase Agreement or by GMACCM pursuant to Section 4 of the Supplemental
Agreement; or (vii) the purchase of a Mortgage Loan or REO Property by the
Master Servicer, the Majority Certificateholder of the Controlling Class or the
Depositor pursuant to Section 9.01.

     "Loan-to-Value Ratio": With respect to any Mortgage Loan, as of any date of
determination, the fraction, expressed as a percentage, the numerator of which
is the then unpaid principal balance of such Mortgage Loan, and the denominator
of which is the Appraised Value of the related Mortgaged Property as determined
by an Appraisal thereof.

     "Lock-Box Account": With respect to any Mortgaged Property, if applicable,
any account created pursuant to any documents relating to a Mortgage Loan to
receive revenues therefrom. Any Lock-Box Account shall be beneficially owned for
federal income tax purposes by the Person who is entitled to receive the
reinvestment income or gain thereon in accordance with the terms and provisions
of the related Mortgage Loan and Section 3.06, which Person shall be taxed on
all reinvestment income or gain thereon. The Master Servicer shall be permitted
to make withdrawals therefrom for deposit into the related Cash Collateral
Accounts.

                                       45
<PAGE>

     "Lock-Box Agreement": With respect to any Mortgage Loan serviced hereunder,
the lock-box agreement, if any, between the originator of such Mortgage Loan and
the Mortgagor, pursuant to which the related Lock-Box Account, if any, is to be
established.

     "Loss Reimbursement Amount": With respect to any REMIC I Regular Interest
and any Distribution Date (except the initial Distribution Date, with respect to
which the Loss Reimbursement Amount for such REMIC I Regular Interest will be
zero), an amount equal to (a)(i) the Loss Reimbursement Amount with respect to
such REMIC I Regular Interest for the immediately preceding Distribution Date,
minus (ii) the aggregate of all reimbursements deemed made to REMIC II on the
immediately preceding Distribution Date pursuant to Section 4.01(a) with respect
to such REMIC I Regular Interest, plus (iii) the aggregate of all reductions
made to the Uncertificated Principal Balance of (and, accordingly, the aggregate
of all Realized Losses and Additional Trust Fund Expenses deemed allocated to)
such REMIC I Regular Interest on the immediately preceding Distribution Date
pursuant to Section 4.04(a), plus (b) one month's interest (calculated on the
basis of a 360-day year consisting of twelve 30-day months) on the amount
described in clause (a) at the REMIC I Remittance Rate applicable to such REMIC
I Regular Interest for the current Distribution Date.

     "MAI": Member of Appraisal Institute.

     "Majority Certificateholder": With respect to any specified Class or
Classes of Certificates, as of any date of determination, any Holder or
particular group of Holders of Certificates of such Class or Classes, as the
case may be, entitled to a majority of the Voting Rights allocated to such Class
or Classes.

     "Master Servicer": GMACCM, or any successor master servicer appointed as
herein provided.

     "Master Servicer Remittance Date": The Business Day preceding each
Distribution Date.

     "Master Servicing Fee": With respect to any Distribution Date and each
Mortgage Loan and REO Loan serviced hereunder, that portion of the Servicing Fee
that has accrued at the Master Servicing Fee Rate.

     "Master Servicing Fee Rate": With respect to each Mortgage Loan and REO
Loan serviced hereunder, 0.02% per annum. With respect to the Mesa Grande Loan
A2, 0.01% per annum.

     "Material Breach": A Breach that materially and adversely affects the value
of a Mortgage Loan, the related Mortgaged Property or the interests of the Trust
Fund therein or of any Certificateholder.

     "Material Document Defect": As defined in Section 2.03(a).

     "Maturity Date": With respect to any Mortgage Loan as of any date of
determination, the date on which the last payment of principal is due and
payable under the related Mortgage Note, after taking into account all Principal
Prepayments received prior to such

                                       46
<PAGE>

date of determination and any extension permitted at the Mortgagor's option
under the terms of the related Mortgage Note (as in effect on the Closing Date)
and this Agreement, but without giving effect to (i) any acceleration of the
principal of such Mortgage Loan by reason of default thereunder, (ii) any grace
period permitted by the related Mortgage Note, (iii) any modification, waiver or
amendment of such Mortgage Loan granted or agreed to by the Master Servicer or
Special Servicer pursuant to Section 3.21 or (iv) in the case of any ARD Loan,
the Anticipated Repayment Date for such Mortgage Loan.

     "Mesa Grande Loan A1": As defined in the Preliminary Statement.

     "Mesa Grande Loan A2": As defined in the Preliminary Statement.

     "Mesa Grande REMIC": The single-asset REMIC established with respect to the
Mesa Grande Loan A2 which REMIC was created by a REMIC declaration made by GSMC
on August 23, 2002.

     "Mesa Grande REMIC Regular Interest": The REMIC regular interest in the
Mesa Grande REMIC, which regular interest was transferred and assigned by GSMC
to the Depositor pursuant to the Mortgage Loan Purchase Agreement between the
Depositor and GSMC.

     "Mesa Grande REMIC Residual Interest": The REMIC residual interest in the
Mesa Grande REMIC, which residual interest was transferred and assigned by GSMC
to the Depositor pursuant to the Mortgage Loan Purchase Agreement between the
Depositor and GSMC.

     "Modified Mortgage Loan": Any Mortgage Loan as to which any Servicing
Transfer Event has occurred and which has been modified by the Special Servicer
pursuant to Section 3.21 in a manner that:

               (A) affects the amount or timing of any payment of principal or
         interest due thereon (other than, or in addition to, bringing current
         Monthly Payments with respect to such Mortgage Loan);

               (B) except as expressly contemplated by the related Mortgage Loan
         documents, results in a release of the lien of the Mortgage on any
         material portion of the related Mortgaged Property without a
         corresponding Principal Prepayment in an amount not less than the fair
         market value (as is), as determined by an Appraisal delivered to the
         Special Servicer (at the expense of the related Mortgagor and upon
         which the Special Servicer may conclusively rely), of the property to
         be released; or

               (C) in the good faith and reasonable judgment of the Special
         Servicer, otherwise materially impairs the security for such Mortgage
         Loan or reduces the likelihood of timely payment of amounts due
         thereon.

                                       47
<PAGE>

     "Monthly Payment": With respect to any Mortgage Loan, the scheduled monthly
payment of principal and/or interest on such Mortgage Loan, including any
Balloon Payment, which is payable by a Mortgagor from time to time under the
terms of the related Mortgage Note (as such may be modified at any time
following the Closing Date) and applicable law, without regard to the accrual of
Excess Interest on or the application of any excess cash flow to pay principal
on any ARD Loan.

     "Moody's": Moody's Investors Service, Inc., or its successor in interest.
If neither such rating agency nor any successor remains in existence, "Moody's"
shall be deemed to refer to such other nationally recognized statistical rating
agency or other comparable Person designated by the Depositor. Notice of such
designation shall be given to the Trustee, the Master Servicer and the Special
Servicer and specific ratings of Moody's Investors Service, Inc. herein
referenced shall be deemed to refer to the equivalent ratings of the party so
designated.

     "Mortgage": With respect to any Mortgage Loan, separately and collectively,
as the context may require, each mortgage, deed of trust or other instrument
securing a Mortgage Note and creating a lien on the related Mortgaged Property.

     "Mortgage File": With respect to any Mortgage Loan, subject to Section
2.01(b), collectively the following documents:

     (1) the original Mortgage Note, endorsed by the most recent endorsee prior
to the Trustee or, if none, by the originator, without recourse, in blank or to
the order of the Trustee in the following form: "Pay to the order of Wells Fargo
Bank Minnesota, National Association, as trustee for the registered holders of
GMAC Commercial Mortgage Securities, Inc., Mortgage Pass-Through Certificates,
Series 2002-C3, without recourse";

     (2) 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;

     (3) the original or a copy of the 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);

     (4) an original or 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;

     (5) 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 (3) above;

                                       48
<PAGE>

     (6) an original or a copy of any related Security Agreement (if such item
is a document separate from the Mortgage) and, if applicable, the originals or
copies of any intervening assignments thereof showing a complete chain of
assignment from the originator of the Mortgage Loan to the most recent assignee
of record thereof prior to the Trustee, if any;

     (7) 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 (3) above;

     (8) originals or copies of all assumption, modification, written assurance
and substitution agreements, with evidence of recording thereon, where
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;

     (9) 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;

     (10) the original or a copy of any guaranty of the obligations of the
Mortgagor under the Mortgage Loan which was in the possession of the Mortgage
Loan Seller at the time the Mortgage Files were delivered to the Trustee
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;

     (11) (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 Mortgage Loan Seller (or its
agent) at the time the Mortgage Files were delivered and (B) if any such
security interest is perfected and the earlier UCC financing statements and
continuation statements were in the possession of the Mortgage Loan 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;

     (12) 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;

     (13) the related Ground Lease or a copy thereof, if any;

     (14) 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, an original of the bond lease insurance policy, if any, obtained
with respect to such Mortgage Loan and an

                                       49
<PAGE>

original of the residual value insurance policy, if any, obtained with respect
to such Mortgage Loan;

     (15) the original or a copy of any lockbox agreement or deposit account or
similar agreement;

     (16) the original or a copy of any intercreditor agreement with respect to
the Mortgage Loan;

     (17) the original or a copy of any Environmental Policy;

     (18) the original or a copy (if the original is held by the Master
Servicer) of any letter of credit and any related transfer documents;

     (19) for a hospitality property, copies of franchise agreements, if any,
and franchisor comfort letters, if any; and

     (20) a checklist of all documents included in the Mortgage File;

     provided that, with respect to the Cardinal-Blossom Corners II REMIC
Regular Interest and the Mesa Grande REMIC Regular Interest, the Mortgage File
shall also include a copy of the executed REMIC Declarations relating thereto;
and provided, further, that whenever the term "Mortgage File" is used to refer
to documents actually received by the Trustee or a Custodian appointed thereby,
such term shall not be deemed to include such documents and instruments required
to be included therein unless they are actually so received.

     Notwithstanding the foregoing, with respect to the Mesa Grande Loan A2,
"Mortgage File" shall mean the original Mortgage Note in the amount of
$14,500,000 pertaining to the Mesa Grande Loan A2 and copies of each other
document contained in the Mortgage File held by the 2002-C1 Trustee.

     "Mortgage Loan": Each of the mortgage loans or mortgage loan interests held
by REMIC I, including the Cardinal-Blossom Corners II REMIC Regular Interest and
the Mesa Grande REMIC Regular Interest (or, where the context requires, the
mortgage loan or interest therein held by the REMIC issuing such Regular
Interest), transferred and assigned to the Trustee pursuant to Section 2.01 and
from time to time held in the Trust Fund (including, without limitation, all
Replacement Mortgage Loans, REO Loans and Specially Serviced Mortgage Loans). As
used herein, the term "Mortgage Loan" includes the related Mortgage Note,
Mortgage, participation certificate or agreement and/or other security documents
contained in the related Mortgage File. As used herein, unless specifically
provided otherwise, the term "Mortgage Loan" includes the Mesa Grande Loan A2
(which is part of the Trust Fund) but excludes the Mesa Grande Loan A1 (which is
not part of the Trust Fund).

     "Mortgage Loan Purchase Agreement": With respect to any Mortgage Loan
Seller, each agreement between the Depositor and such Mortgage Loan Seller
relating to the transfer of all of such Mortgage Loan Seller's right, title and
interest in and to the related Mortgage Loans.

                                       50
<PAGE>

     "Mortgage Loan Schedule": The list of Mortgage Loans transferred on the
Closing Date to the Trustee as part of the Trust Fund, attached hereto as
Schedule I, which list sets forth the following information with respect to each
Mortgage Loan:

     (i) the loan number and name of the Mortgaged Property;

     (ii) the street address (including city, state and zip code) of the related
Mortgaged Property;

     (iii) the (A) Mortgage Rate in effect as of the Cut-off Date and (B)
whether such Mortgage Loan is an Adjustable Rate Mortgage Loan or a Fixed Rate
Loan;

     (iv) the original principal balance;

     (v) the Cut-off Date Principal Balance;

     (vi) the (A) remaining term to stated maturity, (B) with respect to any ARD
Loan, the Anticipated Repayment Date and (C) Stated Maturity Date;

     (vii) the Due Date;

     (viii) the amount of the Monthly Payment due on the first Due Date
following the Cut-off Date;

     (ix) in the case of any Adjustable Rate Mortgage Loan, the (A) Index, (B)
Gross Margin, (C) first Interest Rate Adjustment Date following the Cut-off Date
and the frequency of Mortgage Rate adjustments, and (D) maximum and minimum
lifetime Mortgage Rate;

     (x) whether such Mortgage Loan is an ARD Loan, a Credit Lease Loan, a
Defeasance Loan, a Broker Strip Loan or an Additional Servicing Fee Mortgage
Loan;

     (xi) in the case of a Credit Lease Loan, the identity of the Tenant and the
Guarantor under any applicable Guaranty, and the publicly available corporate
credit ratings of such Tenant and Guarantor as of the Closing Date;

     (xii) the Servicing Fee Rate; and

     (xiii) whether such Mortgage Loan (A) is covered by an Environmental
Policy, (B) is a Cross-Collateralized Mortgage Loan, (C) is subject to a Ground
Lease and (D) has a letter of credit as part of the related Mortgage File.

Such schedule shall also set forth the aggregate Cut-off Date Principal Balance
for all of the Mortgage Loans. Such list may be in the form of more than one
list, collectively setting forth all of the information required.

     "Mortgage Loan Seller": Each of GMACCM, GACC, GSMC and MSDWMC.

                                       51
<PAGE>

     "Mortgage Note": The original executed note evidencing the indebtedness of
a Mortgagor under a Mortgage Loan, together with any rider, addendum or
amendment thereto.

     "Mortgage Pool": Collectively, all of the Mortgage Loans (including any REO
Loans and Replacement Mortgage Loans, but excluding Deleted Mortgage Loans). As
used herein, unless specifically provided otherwise, the term "Mortgage Pool"
includes the Mesa Grande Loan A2 (which is part of the Trust Fund) but excludes
the Mesa Grande Loan A1 (which is not part of the Trust Fund).

     "Mortgage Rate": With respect to: (i) any Mortgage Loan on or prior to its
Maturity Date, the fixed or adjustable annualized rate (not including, in the
case of any ARD Loan, any increase in the rate of interest to the Revised Rate)
at which interest is scheduled (in the absence of a default) to accrue on such
Mortgage Loan from time to time in accordance with the terms of the related
Mortgage Note (as such may be modified at any time following the Closing Date)
and applicable law; (ii) any Mortgage Loan after its Maturity Date, the
annualized rate described in clause (i) above determined without regard to the
passage of such Maturity Date; and (iii) any REO Loan, the annualized rate
described in clause (i) or (ii), as applicable, above determined as if the
predecessor Mortgage Loan had remained outstanding.

     "Mortgaged Property": Individually and collectively, as the context may
require, the real property interest (together with all improvements and fixtures
thereon) subject to the lien of a Mortgage and constituting collateral for a
Mortgage Loan. With respect to any Cross-Collateralized Mortgage Loan, as the
context may require, "Mortgaged Property" may mean, collectively, all the
Mortgaged Properties securing such Cross-Collateralized Mortgage Loan.

     "Mortgagor": The obligor or obligors on a Mortgage Note, including without
limitation, any Person that has acquired the related Mortgaged Property and
assumed the obligations of the original obligor under the Mortgage Note.

     "MSDWMC": Morgan Stanley Dean Witter Mortgage Capital Inc. and its
successors and assigns.

     "Net Aggregate Prepayment Interest Shortfall": With respect to any
Distribution Date, the amount, if any, by which (a) the aggregate of all
Prepayment Interest Shortfalls incurred in connection with the receipt of
Principal Prepayments on the Mortgage Loans during the related Collection
Period, exceeds (b) the aggregate amount deposited by the Master Servicer in the
Distribution Account for such Distribution Date pursuant to Section 3.20(f) in
connection with such Prepayment Interest Shortfalls.

     "Net Investment Earnings": With respect to any Investment Account for any
Collection Period, the amount, if any, by which the aggregate of all interest
and other income realized during such Collection Period on funds relating to the
Trust Fund held in such account, exceeds the aggregate of all losses, if any,
incurred during such Collection Period in connection with the investment of such
funds in accordance with Section 3.06.

     "Net Investment Loss": With respect to any Investment Account for any
Collection Period, the amount by which the aggregate of all losses, if any,
incurred during such Collection Period in connection with the investment of
funds relating to the Trust Fund held in

                                       52
<PAGE>

such account in accordance with Section 2.02(e) and Section 3.06, exceeds the
aggregate of all interest and other income realized during such Collection
Period on such funds, but Net Investment Loss shall not include any loss with
respect to such investment which is incurred solely as a result of the
insolvency of the federally or state chartered depository institution or trust
company that holds such Investment Account so long as such depository
institution or trust company satisfied the qualifications set forth in the
definition of Eligible Account at the time such investment was made and also as
of a date no earlier than 60 days prior to the insolvency, and so long as such
depository institution or trust company is not an Affiliate of either the Master
Servicer or the Special Servicer.

     "Net Mortgage Rate": With respect to any Mortgage Loan or any REO Loan, as
of any date of determination, a rate per annum equal to the related Mortgage
Rate then in effect, minus the Servicing Fee Rate, but, for purposes of
calculating the REMIC I Remittance Rate, the REMIC II Remittance Rate and
Weighted Average Net Mortgage Rate, determined without regard to any
modification, waiver or amendment of the terms of such Mortgage Loan, whether
agreed to by the Master Servicer or Special Servicer or resulting from (i) the
bankruptcy, insolvency or similar proceeding involving the related Mortgagor or
(ii) the increase in the interest rate attributable to the Revised Rate to any
ARD Loan and, with respect to any Mortgage Loan that does not accrue interest on
the basis of a 360-day year consisting of twelve 30-day months, the Net Mortgage
Rate of such Mortgage Loan for such purposes for any one-month preceding a
related Due Date will be the annualized rate at which interest would have to
accrue in respect of such loan on the basis of a 360-day year consisting of
twelve 30-day months in order to produce the aggregate amount of interest
actually accrued in respect of such loan during such one-month period at the
related Mortgage Rate (net of the related Servicing Fee Rate); provided,
however, that with respect to the Interest Reserve Loans, (i) the Net Mortgage
Rate for the one-month period preceding the Due Dates in (a) January of each
calendar year that is not a leap year and (b) February of each calendar year,
will be determined net of the Withheld Amounts and (ii) the Net Mortgage Rate
for the one-month period preceding the Due Dates in March of each calendar year
will be determined after taking into account the addition of the Withheld
Amounts.

     "Net Operating Income": With respect to any Mortgaged Property, for any
specified period, the net operating income calculated in accordance with Exhibit
G using the methodologies set forth in Exhibit F.

     "Nonrecoverable Advance": Any Nonrecoverable Delinquency Advance or
Nonrecoverable Servicing Advance.

     "Nonrecoverable Delinquency Advance": Any Delinquency Advance previously
made or proposed to be made in respect of a Mortgage Loan or REO Loan which, in
the judgment of the Master Servicer or, if applicable, the Trustee, will not be
ultimately recoverable (together with Advance Interest thereon) from late
payments, Insurance Proceeds or Liquidation Proceeds, or any other recovery on
or in respect of such Mortgage Loan or REO Loan which shall be evidenced by an
Officer's Certificate as provided by Section 4.03(c).

     "Nonrecoverable Servicing Advance": Any Servicing Advance previously made
or proposed to be made in respect of a Mortgage Loan or any REO Property which,
in the

                                       53
<PAGE>

judgment of the Master Servicer, the Special Servicer or, if applicable, the
Trustee, will not be ultimately recoverable (together with Advance Interest
thereon) from late payments, Insurance Proceeds, Liquidation Proceeds, or any
other recovery on or in respect of such Mortgage Loan or REO Property which
shall be evidenced by an Officer's Certificate as provided by Section 3.11(h).

     "Non-Registered Certificate": Unless and until registered under the
Securities Act, any Class X-1, Class X-2, Class F, Class G, Class H, Class J,
Class K, Class L, Class M, Class N, Class O-1, Class O-2, Class P or Residual
Certificate.

     "Officer's Certificate": A certificate signed, as applicable, by a
Servicing Officer of the Master Servicer or the Special Servicer or by a
Responsible Officer of the Trustee.

     "Opinion of Counsel": A written opinion of counsel, who may, without
limitation, be salaried counsel for the Depositor, the Master Servicer or the
Special Servicer, acceptable and delivered to the Trustee, except that any
opinion of counsel relating to (a) the qualification of REMIC I, REMIC II or
REMIC III as a REMIC or (b) compliance with the REMIC Provisions, must be an
opinion of counsel who is in fact Independent of the Depositor, the Master
Servicer and the Special Servicer.

     "Option": As defined in Section 3.18.

     "Option Holder": As defined in Section 3.18.

     "Option Notice": As defined in Section 3.18.

     "Option Purchase Price": As defined in Section 3.18.

     "OTS": The Office of Thrift Supervision or any successor thereto.

     "Ownership Interest": As to any Certificate, any ownership or security
interest in such Certificate as the Holder thereof may have and any other
interest therein, whether direct or indirect, legal or beneficial, as owner or
as pledgee.

     "Pass-Through Rate": With respect to:

     (1) the Class X-1 Certificates, the Class X-1 Pass-Through Rate;

     (2) the Class X-2 Certificates, the Class X-2 Pass-Through Rate;

     (3) the Class A-1, Class A-2, Class B, Class C, Class D and Class E
Certificates, the fixed rate per annum specified for such Class in the
Preliminary Statement; and

     (4) the Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class O-1, Class O-2 and Class P Certificates, for any Distribution
Date, the lesser of the fixed rate per annum specified for such Class in the
Preliminary Statement or the Weighted Average Net Mortgage Rate for such
Distribution Date.

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<PAGE>

     "Payment Adjustment Date": With respect to each Adjustable Rate Mortgage
Loan, if any, any date on which the related Monthly Payment is subject to
adjustment pursuant to the related Mortgage Note. The first Payment Adjustment
Date subsequent to the Cut-off Date for each Adjustable Rate Mortgage Loan, if
any, is specified in the Mortgage Loan Schedule, and successive Payment
Adjustment Dates for such Adjustable Rate Mortgage Loan shall thereafter
periodically occur with the frequency specified in the Mortgage Loan Schedule.

     "Payment Priority": With respect to any Class of Certificates, the priority
of the Holders thereof in respect of the Holders of the other Classes of
Certificates to receive distributions out of the Available Distribution Amount
for any Distribution Date, as set forth in Section 4.01(c) hereof.

     "Penalty Charges": With respect to any Mortgage Loan (or successor REO
Loan), any amounts collected thereon that represent late payment charges or
Default Interest.

     "Percentage Interest": With respect to any REMIC III Regular Certificate,
the portion of the relevant Class evidenced by such Certificate, expressed as a
percentage, the numerator of which is the Certificate Principal Balance or the
Certificate Notional Amount of such Certificate as of the Closing Date, as
specified on the face thereof, and the denominator of which is the Initial Class
Principal Balance or Initial Class Notional Amount of the relevant Class. With
respect to a Residual Certificate, the percentage interest in distributions to
be made with respect to the relevant Class, as stated on the face of such
Certificate.

     "Permitted Investments": Securities, instruments, or security entitlements
with respect to one or more of the following:

     (1) obligations of or guaranteed as to principal and interest by the United
States or any agency or instrumentality thereof when such obligations are backed
by the full faith and credit of the United States;

     (2) repurchase agreements on obligations specified in clause (i) maturing
not more than 30 days from the date of acquisition thereof, provided that the
unsecured obligations of the party agreeing to repurchase such obligations are
at the time rated by each Rating Agency in its highest short-term rating
available;

     (3) federal funds, unsecured certificates of deposit, time deposits and
bankers' acceptances (which shall each have an original maturity of not more
than 90 days and, in the case of bankers' acceptances, shall in no event have an
original maturity of more than 365 days or a remaining maturity of more than 30
days) denominated in United States dollars of any U.S. depository institution or
trust company incorporated under the laws of the United States or any state
thereof or of any domestic branch of a foreign depository institution or trust
company; provided that the short-term debt obligations of such depository
institution or trust company at all times since the date of acquisition thereof
have been rated by each Rating Agency in its highest short-term rating
available;

     (4) commercial paper (having original maturities of not more than 365 days)
of any corporation incorporated under the laws of the United States or any state
thereof which on the date of acquisition has been rated by each Rating Agency in
its highest short-term rating

                                       55
<PAGE>

available; provided that such commercial paper shall have a remaining maturity
of not more than 30 days;

     (5) a money market fund rated by each Rating Agency in its highest rating
category;

     (6) commercial paper of issuers rated by each Rating Agency in its highest
short-term rating available; provided that such obligations shall have a
remaining maturity of not more than 30 days and such obligations are limited to
the right to receive only monthly principal and interest payments;

     (7) short-term debt obligations of issuers rated A-1 (or the equivalent) by
each Rating Agency having a maturity of not more than 30 days; provided that the
total amount of such investment does not exceed the greater of (A) 20% of the
then outstanding principal balance of the Certificates, and (B) the amount of
monthly principal and interest payments (other than Balloon Payments) payable on
the Mortgage Loans during the preceding Collection Period; provided, further,
and notwithstanding the preceding proviso, that if all of the Mortgage Loans are
fully amortizing, then the amount of such investment shall not exceed the amount
of monthly principal and interest payments (other than Balloon Payments) payable
on the Mortgage Loans during the preceding Collection Period;

     (8) fully Federal Deposit Insurance Corporation-insured demand and time
deposits in, or certificates of deposit of, or bankers' acceptances issued by,
any bank or trust company, savings and loan association or savings bank, the
short term obligations of which are rated in the highest short term rating
category by each Rating Agency; and

     (9) other obligations or securities that are acceptable to each Rating
Agency as a Permitted Investment hereunder and which would not result in the
downgrade, qualification or withdrawal of the then-current rating assigned to
any Class of Certificates by the Rating Agency, as evidenced in writing;

provided, however, that no instrument shall be a Permitted Investment (A) unless
it has a predetermined fixed dollar amount of principal due at maturity that
cannot vary or change, and its interest rate is tied to a single interest rate
index plus a single fixed spread (if any) and moves proportionately with such
index and (B) if it represents, (1) the right to receive only interest payments
with respect to the underlying debt instrument, (2) the right to receive both
principal and interest payments derived from obligations underlying such
instrument and the principal and interest payments with respect to such
instrument provide a yield to maturity greater than 120% of the yield to
maturity at par of such underlying obligations, (3) an obligation that has a
remaining maturity of greater than 365 days from the date of acquisition
thereof. References herein to the highest rating available on money market funds
shall mean "AAAm" in the case of Standard & Poor's, "Aaa" in the case of Moody's
and "AAA" in the case of Fitch, and references herein to the highest rating
available on unsecured commercial paper and short-term debt obligations shall
mean "A-1+" in the case of Standard & Poor's, "P-1" in the case of Moody's and
"F-1+" in the case of Fitch.

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<PAGE>

     "Permitted Transferee": Any Transferee other than (i) the United States,
any State or political subdivision thereof, any possession of the United States,
or any agency or instrumentality of any of the foregoing (other than an
instrumentality which is a corporation if all of its activities are subject to
tax and, except for FHLMC, a majority of its board of directors is not selected
by such governmental unit), (ii) a foreign government, any international
organization, or any agency or instrumentality of any of the foregoing, (iii)
any organization (other than certain farmers' cooperatives described in Section
521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code
(including the tax imposed by Section 511 of the Code on unrelated business
taxable income), (iv) rural electric and telephone cooperatives described in
Section 1381(a)(2)(C) of the Code, (v) any electing large partnership under
Section 775 of the Code and (vi) any other Person so designated by the Trustee
based upon an Opinion of Counsel that the holding of an Ownership Interest in a
Residual Certificate by such Person may cause the Trust Fund or any Person
having an Ownership Interest in any Class of Certificates (other than such
Person) to incur a liability for any federal tax imposed under the Code that
would not otherwise be imposed but for the Transfer of an Ownership Interest in
a Residual Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.

     "Person": Any legal person, including, without limitation, any individual,
corporation, partnership, limited liability company, joint venture, association,
joint-stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.

     "Plan": As defined in Section 5.02(c)(i).

     "Post-Determination Date Payment Report". A report prepared by the Master
Servicer showing all payments received after the Determination Date.

     "Preliminary Statement": The introductory section in this Agreement found
on pages 1 through 4 hereof.

     "Prepayment Assumption": A CPR of 0% and an assumption that a Principal
Prepayment in full will be made on any ARD Loan on its Anticipated Repayment
Date, used for determining the accrual of original issue discount, market
discount and premium, if any, on the REMIC I Regular Interests, the REMIC II
Regular Interests and the Certificates for federal income tax purposes.

     "Prepayment Interest Excess": With respect to any Mortgage Loan (other than
a Late Due Date Mortgage Loan) that was subject to a Principal Prepayment in
full or in part during any Collection Period, which Principal Prepayment was
received following the Due Date for such Mortgage Loan in such Collection
Period, the amount of interest (net of related Servicing Fees and, if
applicable, Excess Interest) accrued on the amount of such Principal Prepayment
during the period from and after such Due Date, to the extent collected (without
regard to any Prepayment Premium that may have been collected).

     "Prepayment Interest Shortfall": With respect to any Mortgage Loan (other
than a Late Due Date Mortgage Loan) that was subject to a Principal Prepayment
in full or in part

                                       57
<PAGE>

(including, without limitation, an early Balloon Payment) during any Collection
Period, which Principal Prepayment was received prior to the Due Date for such
Mortgage Loan in such Collection Period, the amount of interest that would have
accrued at the related Net Mortgage Rate on the amount of such Principal
Prepayment during the period from the date as of which such Principal Prepayment
was applied to such Mortgage Loan to but not including such Due Date, to the
extent not collected from the related Mortgagor (without regard to any
Prepayment Premium or Excess Interest that may have been collected).

     "Prepayment Premium": Any premium, penalty, yield maintenance charge or fee
paid or payable, as the context requires, by a Mortgagor in connection with a
Principal Prepayment on, or other early collection of principal of, a Mortgage
Loan or REO Loan.

     "Primary Servicing Office": With respect to each of the Master Servicer and
the Special Servicer, the office thereof primarily responsible for performing
its respective duties under this Agreement; initially located in Pennsylvania,
in the case of the Master Servicer, and California, in the case of the Special
Servicer.

     "Principal Allocation Fraction": With respect to any Distribution Date and
each of Class A-1, Class A-2, Class B, Class C, Class D, Class E, Class F, Class
G and Class H Certificates, a fraction the numerator of which is the portion of
the Principal Distribution Amount allocable to such Class of Certificates for
such Distribution Date and the denominator of which is the Principal
Distribution Amount for all Classes of Certificates as of such Distribution
Date.

     "Principal Balance Certificate": Any REMIC III Regular Certificate other
than a Class X-1 or Class X-2 Certificate.

     "Principal Distribution Amount": With respect to any Distribution Date, the
aggregate of (i) the Current Principal Distribution Amount for such Distribution
Date and (ii) if such Distribution Date is after the initial Distribution Date,
the excess, if any, of the Principal Distribution Amount for the preceding
Distribution Date, over the aggregate distributions of principal made on the
Principal Balance Certificates in respect of such Principal Distribution Amount
on the preceding Distribution Date.

     "Principal Prepayment": Any payment of principal made by the Mortgagor on a
Mortgage Loan which is received in advance of its scheduled Due Date and which
is not accompanied by an amount of interest representing scheduled interest due
on any date or dates in any month or months subsequent to the month of
prepayment.

     "Privileged Person": The Depositor, the Master Servicer, the Special
Servicer, the Trustee, a Rating Agency, a designee of the Depositor and any
Person who provides the Trustee with an Investor Certification.

     "Proposed Plan": As defined in Section 3.17(a)(iii).

     "Prospectus": The Prospectus dated November 6, 2002, as supplemented by the
Prospectus Supplement dated December 10, 2002, relating to the offering of the
Registered Certificates.

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<PAGE>

     "PTCE 95-60": As defined in Section 5.02(c)(ii).

     "Purchase Price": With respect to any Mortgage Loan, a price equal to the
following: (a) the outstanding principal balance of such Mortgage Loan as of the
date of purchase; plus (b) all accrued and unpaid interest on such Mortgage Loan
at the related Mortgage Rate in effect from time to time to but not including
the Due Date in the Collection Period of purchase; plus (c) all related
unreimbursed Servicing Advances; plus (d) all accrued and unpaid Advance
Interest in respect of related Advances; plus (e) if such Mortgage Loan is being
purchased by a Mortgage Loan Seller pursuant to Section 6 of the related
Mortgage Loan Purchase Agreement or by GMACCM pursuant to Section 4 of the
Supplemental Agreement (i) all expenses incurred or to be incurred by the Master
Servicer, the Special Servicer, the Depositor and the Trustee in respect of the
Breach or Defect giving rise to the repurchase obligation and (ii) the aggregate
amount of all Special Servicer Fees, Advance Interest (to the extent, if any,
not included in clause (d) above) in respect of related Advances and Additional
Trust Fund Expenses incurred prior to such date of purchase and, in each case,
in respect of the related Mortgage Loan and, if the applicable Mortgage Loan
Seller repurchases such Mortgage Loan after more than 180 days following its
receipt of notice of a material breach of a representation or warranty, the
applicable Mortgage Loan Seller will also be required to pay a 1% Liquidation
Fee. The Purchase Price for any Cross-Collateralized Mortgage Loan that is
required to be repurchased pursuant to Section 2.03(a) as a result of a Breach
or Defect shall include such additional amounts as are required to satisfy the
"release price" requirements of the applicable Mortgage Loan documents. With
respect to any REO Property, the amount calculated in accordance with the first
sentence of this definition in respect of the related REO Loan.

     "Qualified Appraiser": In connection with the appraisal of any Mortgaged
Property or REO Property, an Independent MAI-designated appraiser or, if a
MAI-designated appraiser is not reasonably available, a state certified
appraiser, in each case, with at least five (5) years experience in appraising
similar types of property.

     "Qualified Institutional Buyer": A "qualified institutional buyer" as
defined under Rule 144A promulgated under the Securities Act.

     "Qualified Insurer": An insurance company or security or bonding company
qualified to write the related Insurance Policy in the relevant jurisdiction.

     "Qualifying Substitute Mortgage Loan": In the case of a Deleted Mortgage
Loan, a mortgage loan which, on the date of substitution, (i) has a principal
balance, after deduction of the principal portion of the Monthly Payment due in
the month of substitution, not in excess of the Stated Principal Balance of the
Deleted Mortgage Loan; (ii) is accruing interest at a rate of interest at least
equal to that of the Deleted Mortgage Loan; (iii) has a fixed Mortgage Rate if
the Deleted Mortgage Loan is a Fixed Rate Mortgage Loan and an adjustable
Mortgage Rate (with the same Index, Gross Margin and frequency of Interest Rate
Adjustment Dates and Payment Adjustment Dates as the Deleted Mortgage Loan) if
the Deleted Mortgage Loan is an Adjustable Rate Mortgage Loan; (iv) is accruing
interest on the same basis (for example, a 360-day year consisting of twelve
30-day months) as the Deleted Mortgage Loan; (v) has a remaining term to stated
maturity or Anticipated Repayment Date, in the case of any ARD Loan, not greater
than, and not more than two years less than, that of the Deleted Mortgage Loan;
(vi) has an original

                                       59
<PAGE>

Loan-to-Value Ratio not higher than that of the Deleted Mortgage Loan and a
current Loan-to-Value Ratio (equal to the principal balance on the date of
substitution divided by its Appraised Value as determined by an Appraisal dated
not more than twelve months prior to the date of substitution) not higher than
the then current Loan-to-Value Ratio of the Deleted Mortgage Loan; (vii) will
comply with all of the representations and warranties relating to Mortgage Loans
set forth in the related Mortgage Loan Purchase Agreement, as of the date of
substitution; (viii) has an Environmental Assessment relating to the related
Mortgaged Property in its Servicing File; (ix) has a Debt Service Coverage Ratio
equal to or greater than that of the Deleted Mortgage Loan; (x) has been
approved by the Majority Certificateholder of the Controlling Class (and the
applicable Mortgage Loan Seller shall pay the reasonable expenses of the due
diligence (including reasonable legal fees) incurred by the Majority
Certificateholder of the Controlling Class in reviewing any proposed Qualifying
Substitute Mortgage Loan); and (xi) as to which the Trustee has received an
Opinion of Counsel, at the related Mortgage Loan Seller's expense, that such
Qualifying Substitute Mortgage Loan is a "qualified replacement mortgage" within
the meaning of Section 860G(a)(4) of the Code; provided that no Qualifying
Substitute Mortgage Loan may have a Maturity Date after the date three years
prior to the Rated Final Distribution Date, and provided, further, that no such
Qualifying Substitute Mortgage Loan shall be substituted for a Deleted Mortgage
Loan unless Rating Agency Confirmation is obtained. In the event that either one
mortgage loan is substituted for more than one Deleted Mortgage Loan or more
than one mortgage loan is substituted for one or more Deleted Mortgage Loans,
then (a) the principal balance referred to in clause (i) above shall be
determined on the basis of aggregate principal balances and (b) the rates
referred to in clauses (ii) and (iii) above and the remaining term to stated
maturity referred to in clause (v) above shall be determined on a weighted
average basis. Whenever a Qualifying Substitute Mortgage Loan is substituted for
a Deleted Mortgage Loan pursuant to this Agreement, the party effecting such
substitution shall certify that such Mortgage Loan meets all of the requirements
of this definition and shall send such certification to the Trustee.

     "Rated Final Distribution Date": The Distribution Date in July 2039.

     "Rating Agency": Each of Fitch, Moody's and Standard & Poor's.

     "Rating Agency Confirmation": With respect to any matter and any Rating
Agency, where required under this Agreement, confirmation in writing by such
Rating Agency that a proposed action, failure to act, or other event specified
herein will not in and of itself result in the withdrawal, downgrade or
qualification of the rating assigned by such Rating Agency to any Class of
Certificates then rated by such Rating Agency. For all purposes of this
Agreement, the placement by a Rating Agency of any Class of Certificates on
"negative credit watch" shall constitute a qualification of such Rating Agency's
rating of such Certificates.

     "Realized Loss": With respect to each Defaulted Mortgage Loan as to which a
Final Recovery Determination has been made, or with respect to any REO Loan as
to which a Final Recovery Determination has been made as to the related REO
Property, an amount (not less than zero) equal to (i) the unpaid principal
balance of such Mortgage Loan or REO Loan, as the case may be, as of the Due
Date immediately preceding the date the Final Recovery Determination was made,
plus (ii) all accrued but unpaid interest on such Mortgage Loan or REO Loan, as
the case may be (including all Special Servicing Fees, Workout Fees or other
fees,

                                       60
<PAGE>

expenses or items with respect to such Mortgage Loan or REO Loan that caused
Distributable Certificate Interest not to be paid in full in any prior Interest
Accrual Period, but without taking into account the amounts described in
subclause (iv) of this sentence), at the related Mortgage Rate to but not
including the Due Date in the Collection Period (or, in the case of a Late Due
Date Mortgage Loan, the Due Date in the Collection Period immediately following
the Collection Period) in which the Final Recovery Determination was made, plus
(iii) any related unreimbursed Servicing Advances and Delinquency Advances (to
the extent not included in paragraph (ii) above) as of the commencement of the
Collection Period in which the Final Recovery Determination was made, together
with any new related Servicing Advances made during such Collection Period,
minus (iv) all payments and proceeds, if any, received in respect of such
Mortgage Loan or REO Loan, as the case may be, during the Collection Period in
which such Final Recovery Determination was made (net of any related Liquidation
Expenses and compensation payable to the Master Servicer, the Special Servicer
or the Trustee paid therefrom).

     With respect to any Mortgage Loan as to which any portion of the
outstanding principal or accrued interest (other than Excess Interest) owed
thereunder was forgiven in connection with a bankruptcy or similar proceeding
involving the related Mortgagor or a modification, waiver or amendment of such
Mortgage Loan granted or agreed to by the Master Servicer or Special Servicer
pursuant to Section 3.21, the amount of such principal or interest so forgiven.

     With respect to any Mortgage Loan as to which the Mortgage Rate thereon has
been permanently reduced for any period in connection with a bankruptcy or
similar proceeding involving the related Mortgagor or a modification, waiver or
amendment of such Mortgage Loan granted or agreed to by the Master Servicer or
Special Servicer pursuant to Section 3.21, the amount of the consequent
reduction in the interest portion of each successive Monthly Payment due
thereon. Each such Realized Loss shall be deemed to have been incurred on the
Due Date for each affected Monthly Payment.

     "Record Date": With respect to any Distribution Date, the last Business Day
of the calendar month immediately preceding the month in which such Distribution
Date occurs.

     "Registered Certificates": The Class A-1, Class A-2, Class B, Class C,
Class D and Class E Certificates.

     "Reimbursement Rate": The rate per annum applicable to the accrual of
Advance Interest, which rate per annum shall be equal to the "prime rate" as
published in the "Money Rates" section of The Wall Street Journal, as such
"prime rate" may change from time to time.

     "Related Borrower Group": Any of the groups of Mortgage Loans having the
same or related Mortgagors as identified in Annex A to the Prospectus Supplement
dated December 10, 2002 under the column heading "Related Group."

     "Release Date": As defined in Section 3.08(d)

     "Remaining Certificateholder": Any Holder (or Holders provided they act in
unanimity) holding 100% of the Class J, Class K, Class L, Class M, Class N,
Class O-1, Class O-

                                       61
<PAGE>

2 and Class P Certificates and Class X Certificates or an assignment of the
voting rights thereof; provided, however, that the Certificate Balances of the
Class A, Class B, Class C, Class D, Class E, Class F, Class G and Class H
Certificates have been reduced to zero.

     "REMIC": A "real estate mortgage investment conduit" as defined in Section
860D of the Code.

     "REMIC I": The segregated pool of assets subject hereto, constituting the
primary trust created hereby and to be administered hereunder, with respect to
which a REMIC election is to be made, consisting of: (i) the Mortgage Loans as
from time to time are subject to this Agreement and all payments under and
proceeds of such Mortgage Loans received or receivable after the Cut-off Date
(other than (a) Excess Interest and (b) payments of principal, interest and
other amounts due and payable on the Mortgage Loans on or before the Cut-off
Date), together with the rights under all documents delivered or caused to be
delivered under the Mortgage Loan Purchase Agreements with respect to the
Mortgage Loans by the Mortgage Loan Sellers; (ii) the Certificateholders'
interest in any REO Properties acquired in respect of the Mortgage Loans; (iii)
the Certificateholders' interest in such funds or assets (other than Excess
Interest) as from time to time are deposited in the Distribution Account, the
Certificate Account and the REO Account (if established); and (iv) the rights of
the Depositor under Sections 2, 4(a) and 6 of each Mortgage Loan Purchase
Agreement and the rights of the Depositor under Sections 2 and 4 of the
Supplemental Agreement assigned by the Depositor to the Trustee.

     "REMIC I Regular Interest": With respect to each Mortgage Loan (and any
successor REO Loan), the separate non-certificated beneficial ownership interest
in REMIC I issued hereunder and designated as a "regular interest" in REMIC I.
Each REMIC I Regular Interest shall accrue interest at the related REMIC I
Remittance Rate and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance (which shall equal the Cut-off Date Principal
Balance of the related Mortgage Loan). The designation for each REMIC I Regular
Interest shall be the loan number for the initial related Mortgage Loan set
forth in the Mortgage Loan Schedule. If a Replacement Mortgage Loan or Loans are
substituted for any Deleted Mortgage Loan, the REMIC I Regular Interest that
related to the Deleted Mortgage Loan shall thereafter relate to such Replacement
Mortgage Loan(s).

     "REMIC I Remittance Rate": With respect to any REMIC I Regular Interest for
any Distribution Date, a rate per annum equal to the Net Mortgage Rate in effect
for the related Mortgage Loan or REO Loan, as the case may be. If any Mortgage
Loan included in the Trust Fund as of the Closing Date is replaced by a
Replacement Mortgage Loan or Loans, the REMIC I Remittance Rate for the related
REMIC I Regular Interest shall still be calculated in accordance with the
preceding sentence based on the Net Mortgage Rate for the Deleted Mortgage Loan.

     "REMIC II": The segregated pool of assets consisting of all of the REMIC I
Regular Interests, with respect to which a separate REMIC election is to be
made.

     "REMIC II Distribution Amount": As defined in Section 4.01(a).


                                       62
<PAGE>


     "REMIC II Regular Interest": Any of the thirty-two (32) separate
non-certificated beneficial ownership interests in REMIC II issued hereunder
designated as a "regular interest" in REMIC II and identified individually as
REMIC II Regular Interests LA-1-1, LA-1-2-A, LA-1-2-B, LA-1-2-C, LA-1-2-D,
LA-1-2-E, LA-1-2-F, LA-1-2-G, LA-2-A, LA-2-B, LA-2-C, LB, LC, LD, LE, LF, LG-A,
LG-B, LH-A, LH-B, LH-C, LJ-A, LJ-B, LJ-C, LK, LL-A, LL-B, LM, LN, LO-1, LO-2 and
LP . Each REMIC II Regular Interest shall accrue interest at the related REMIC
II Remittance Rate in effect from time to time and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto. The designations for the respective
REMIC II Regular Interests are set forth in the Preliminary Statement hereto.

     Each REMIC II Regular Interest corresponds to a Class of Principal Balance
Certificates and a Class X Component as follows:

<TABLE>
<CAPTION>
          REMIC II               Class of Principal                       Class X
      Regular Interest          Balance Certificates                     Component
--------------------------------------------------------------------------------------------------
<S>                             <C>                           <C>
Class LA-1-1                         Class A-1                Class LA-1-1 Component(1)
Class LA-1-2-A                       Class A-1                Class LA-1-2-A Component(1)(2)
Class LA-1-2-B                       Class A-1                Class LA-1-2-B Component(1)(2)
Class LA-1-2-C                       Class A-1                Class LA-1-2-C Component(1)(2)
Class LA-1-2-D                       Class A-1                Class LA-1-2-D Component(1)(2)
Class LA-1-2-E                       Class A-1                Class LA-1-2-E Component(1)(2)
Class LA-1-2-F                       Class A-1                Class LA-1-2-F Component(1)(2)
Class LA-1-2-G                       Class A-1                Class LA-1-2-G Component(1)(2)
Class LA-2-A                         Class A-2                Class LA-2-A Component(1)(2)
Class LA-2-B                         Class A-2                Class LA-2-B Component(1)(2)
Class LA-2-C                         Class A-2                Class LA-2-C Component(1)(2)
Class LB                              Class B                 Class LB Component(1)(2)
Class LC                              Class C                 Class LC Component(1)(2)
Class LD                              Class D                 Class LD Component(1)(2)
Class LE                              Class E                 Class LE Component(1)(2)
Class LF                              Class F                 Class LF Component(1)(2)
Class LG-A                            Class G                 Class LG-A Component(1) (2)
Class LG-B                            Class G                 Class LG-B Component(1) (2)
Class LH-A                            Class H                 Class LH-A Component(1)(2)
Class LH-B                            Class H                 Class LH-B Component(1)(2)
Class LH-C                            Class H                 Class LH-C Component(1)(2)
Class LJ-A                            Class J                 Class LJ-A Component(1)(2)
Class LJ-B                            Class J                 Class LJ-B Component(1)(2)
Class LJ-C                            Class J                 Class LJ-C Component(1)(2)
Class LK                              Class K                 Class LK Component(1)(2)
Class LL-A                            Class L                 Class LL-A Component(1)(2)
Class LL-B                            Class L                 Class LL-B Component(1)(2)

</TABLE>

----------------
(1) Applicable to the Class X-1 Certificates.
(2) Applicable to the Class X-2 Certificates.

                                       63
<PAGE>

<TABLE>
<CAPTION>
          REMIC II               Class of Principal                       Class X
      Regular Interest          Balance Certificates                     Component
--------------------------------------------------------------------------------------------------
<S>                             <C>                           <C>
Class LM                              Class M                 Class LM Component(1)
Class LN                              Class N                 Class LN Component(1)
Class LO-1                           Class O-1                Class LO-1 Component(1)
Class LO-2                           Class O-2                Class LO-2 Component(1)
Class LP                              Class P                 Class LP Component(1)
</TABLE>

     "REMIC II Remittance Rate": With respect to each REMIC II Regular Interest,
for any Distribution Date, the weighted average of the respective REMIC I
Remittance Rates for all REMIC I Regular Interests for such Distribution Date
(weighted on the basis of the respective Uncertificated Principal Balances of
the related REMIC I Regular Interests immediately prior to such Distribution
Date).

     "REMIC III": The segregated pool of assets consisting of all of the REMIC
II Regular Interests, with respect to which a separate REMIC election is to be
made.

     "REMIC III Certificate": Any Certificate, other than a Class R-I or Class
R-II Certificate.

     "REMIC III Regular Certificate": Any REMIC III Certificate, other than a
Class R-III Certificate.

     "REMIC Provisions": Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
temporary and final Treasury regulations (and, to the extent not inconsistent
with such temporary and final regulations, proposed regulations) and any
published rulings, notices and announcements, promulgated thereunder, as the
foregoing may be in effect from time to time.

     "Rents from Real Property": With respect to any REO Property, gross income
of the character described in Section 856(d) of the Code, which income, subject
to the terms and conditions of that Section of the Code in its present form,
does not include:

     (i) except as provided in Section 856(d)(4) or (6) of the Code, any amount
received or accrued, directly or indirectly, with respect to such REO Property,
if the determination of such amount depends in whole or in part on the income or
profits derived by any Person from such property (unless such amount is a fixed
percentage or percentages of receipts or sales and otherwise constitutes Rents
from Real Property);

     (ii) any amount received or accrued, directly or indirectly, from any
Person if the Trust Fund owns directly or indirectly (including by attribution)
a ten percent or greater interest in such Person determined in accordance with
Sections 856(d)(2)(B) and (d)(5) of the Code;

     (iii) any amount received or accrued, directly or indirectly, with respect
to such REO Property if any Person Directly Operates such REO Property;

     (iv) any amount charged for services that are not customarily furnished in
connection with the rental of property to tenants in buildings of a similar
class in the same

                                       64
<PAGE>

geographic market as such REO Property within the meaning of Treasury
Regulations Section 1.856-4(b)(1) (whether or not such charges are separately
stated); and

     (v) rent attributable to personal property unless such personal property is
leased under, or in connection with, the lease of such REO Property and, for any
taxable year of the Trust Fund, such rent is no greater than 15 percent of the
total rent received or accrued under, or in connection with, the lease.

     "REO Account": A segregated account or accounts created and maintained by
the Special Servicer pursuant to Section 3.16(b) on behalf of the Trustee in
trust for the Certificateholders, which shall be entitled "GMAC Commercial
Mortgage Corporation, as Special Servicer, in trust for registered holders of
GMAC Commercial Mortgage Securities, Inc., Mortgage Pass-Through Certificates,
Series 2002-C3.

     "REO Acquisition": The acquisition of any REO Property pursuant to Section
3.09.

     "REO Disposition": The sale or other disposition of the REO Property
pursuant to Section 3.19.

     "REO Extension": As defined in Section 3.16(a).

     "REO Loan": The mortgage loan deemed for purposes hereof to be outstanding
with respect to each REO Property. Each REO Loan shall be deemed to provide for
monthly payments of principal and/or interest equal to the applicable Assumed
Monthly Payment and otherwise to have the same terms and conditions as its
predecessor Mortgage Loan, including, without limitation, with respect to the
calculation of the Mortgage Rate in effect from time to time (such terms and
conditions to be applied without regard to the default on such predecessor
Mortgage Loan). Each REO Loan shall be deemed to have an initial outstanding
principal balance and Stated Principal Balance equal to the outstanding
principal balance and Stated Principal Balance, respectively, of its predecessor
Mortgage Loan as of the date of the related REO Acquisition. All Monthly
Payments (other than a Balloon Payment), Assumed Monthly Payments and other
amounts due and owing in respect of the predecessor Mortgage Loan as of the date
of the related REO Acquisition shall be deemed to continue to be due and owing
in respect of an REO Loan. All amounts payable or reimbursable to the Master
Servicer, the Special Servicer or the Trustee in respect of the predecessor
Mortgage Loan as of the date of the related REO Acquisition, including, without
limitation, any unreimbursed Advances, together with any Advance Interest
accrued and payable in respect of such Advances, shall continue to be payable or
reimbursable to the Master Servicer, the Special Servicer or the Trustee, as the
case may be, in respect of an REO Loan.

     "REO Property": A Mortgaged Property acquired by the Special Servicer on
behalf and in the name of the Trustee for the benefit of the Certificateholders
through foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise in
accordance with applicable law in connection with the default or imminent
default of a Mortgage Loan (other than the Mesa Grande Loan A2).

                                       65
<PAGE>

     "REO Revenues": All income, rents and profits derived from the ownership,
operation or leasing of any REO Property.

     "REO Tax": As defined in Section 3.17(a)(i).

     "Replacement Mortgage Loan": Any Qualifying Substitute Mortgage Loan that
is substituted for one or more Deleted Mortgage Loans.

     "Request for Release": A release signed by a Servicing Officer, in the form
of Exhibit D attached hereto.

     "Required Appraisal Loan": As defined in Section 3.20(d).

     "Reserve Account": The account or accounts created and maintained pursuant
to Section 3.03(d).

     "Reserve Funds": With respect to any Mortgage Loan serviced hereunder, any
cash amounts or instruments convertible into cash delivered by the related
Mortgagor to be held in escrow by or on behalf of the mortgagee representing
reserves for items such as repairs, replacements, capital improvements and/or
environmental testing and remediation with respect to the related Mortgaged
Property.

     "Residual Certificate": Any Class R-I, Class R-II or Class R-III
Certificate.

     "Responsible Officer": When used with respect to the initial Trustee, any
officer of its Corporate Trust Services Group with direct responsibility for the
transaction contemplated by this Agreement and with respect to any successor
Trustee, any vice president, any assistant vice president, any assistant
secretary, any assistant treasurer, any trust officer or assistant trust
officer, or any assistant controller in its corporate trust department or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers to whom a particular matter is
referred by the Trustee because of such officer's knowledge of and familiarity
with the particular subject.

     "Revised Rate": With respect to any ARD Loan, the increased interest rate
after the Anticipated Repayment Date (in the absence of a default) for such ARD
Loan, as calculated and as set forth in the related Mortgage Note or Mortgage.

     "Securities Act": The Securities Act of 1933, as amended.

     "Security Agreement": With respect to any Mortgage Loan, any security
agreement or equivalent instrument, whether contained in the related Mortgage or
executed separately, creating in favor of the holder of such Mortgage a security
interest in the personal property constituting security for repayment of such
Mortgage Loan.

     "Senior Certificate": Any Class X, Class A-1 or Class A-2 Certificate.

     "Servicer Reports": The CMSA Delinquent Loan Status Report, the CMSA
Historical Loan Modification Report, the CMSA Historical Liquidation Report, the
CMSA REO

                                       66
<PAGE>

Status Report, the CMSA Servicer Watch List, the CMSA NOI Adjustment Worksheet,
the CMSA Comparative Financial Status Report and the CMSA Operating Statement
Analysis Report.

     "Servicing Account": The account or accounts created and maintained
pursuant to Section 3.03(a).

     "Servicing Advances": All customary, reasonable and necessary "out of
pocket" costs and expenses (including attorneys' fees and expenses and fees of
real estate brokers) incurred by the Master Servicer, or if applicable, the
Trustee, in connection with the servicing and administering of (a) a Mortgage
Loan in respect of which a default, delinquency or other unanticipated event has
occurred or as to which a default is imminent or (b) an REO Property, including,
but not limited to, the cost of (i) compliance with the obligations of the
Master Servicer and/or the Special Servicer set forth in Section 3.03(c) and
3.09(c), (ii) the preservation, restoration and protection of a Mortgaged
Property, (iii) obtaining any Insurance Proceeds or any Liquidation Proceeds in
respect of any Mortgage Loan or any REO Property, (iv) any enforcement or
judicial proceedings with respect to a Mortgaged Property, including
foreclosures, and (v) the operation, management, maintenance and liquidation of
any REO Property. All Emergency Advances made by the Master Servicer hereunder
shall be considered "Servicing Advances" for the purposes hereof.

     "Servicing Fee Rate": With respect to any Mortgage Loan (including any REO
Loan), the percentage rate per annum set forth with respect to such Mortgage
Loan (including any REO Loan) on the Mortgage Loan Schedule.

     "Servicing Fees": With respect to any Distribution Date and each Mortgage
Loan and each REO Loan serviced hereunder, the fee payable to the Master
Servicer pursuant to Section 3.11(a).

     "Servicing File": Any documents (including copies of any documents required
to be part of the related Mortgage File), including but not limited to
appraisals, environmental reports, engineering reports, property insurance
information (including the Accord 27 certificate), property inspection reports,
financial statements, escrow analyses, tax bills, financial information on the
borrower, sponsor and guarantor, copies of the letters of credit and copies of
environmental insurance policies, legal opinions, the applicable Mortgage Loan
Seller's asset summary and original underwriting, delivered to the Master
Servicer or the Special Servicer and relating to the origination and servicing
of any Mortgage Loan; provided that no information that is proprietary to the
related Mortgage Loan Seller shall be considered part of the Servicing File.

     "Servicing Officer": Any officer of the Master Servicer or the Special
Servicer involved in, or responsible for, the administration and servicing of
the Mortgage Loans serviced hereunder, whose name and specimen signature appear
on a list of servicing officers furnished by the Master Servicer or the Special
Servicer to the Trustee and the Depositor on the Closing Date as such list may
be amended from time to time thereafter.

     "Servicing Standard": As defined in Section 3.01(a).

                                       67
<PAGE>

     "Servicing Transfer Event": With respect to any Mortgage Loan (other than
the Mesa Grande Loan A2), the occurrence of any of the events described in
clauses (1) through (8) of the definition of "Specially Serviced Mortgage Loan".

     "Specially Serviced Mortgage Loan": Any Mortgage Loan (and each related
Cross-Collateralized Mortgage Loan), other than the Mesa Grande Loan A2, as to
which any of the following events has occurred:

     (1) with respect to a Balloon Mortgage Loan, a payment default shall have
occurred with respect to the related Balloon Payment; provided, however, that if
the Mortgagor continues to make its Assumed Monthly Payment and diligently
pursues refinancing, a Servicing Transfer Event shall not occur with respect to
such Mortgage Loan until 90 days following such default (or, if the Mortgagor
has produced a written refinancing commitment that is reasonably acceptable to
the Special Servicer and the Majority Certificateholder of the Controlling Class
has given its consent, 150 days following such default); or

     (2) the related Mortgagor has failed to make when due any Monthly Payment
(other than a Balloon Payment) or any other payment required under the related
Mortgage Note or the related Mortgage, which failure continues unremedied for 60
days; or

     (3) the Master Servicer or the Majority Certificateholder of the
Controlling Class, as applicable, has determined in its good faith and
reasonable judgment, that a default in the making of a Monthly Payment or any
other payment required under the related Mortgage Note or the related Mortgage
is likely to occur within 30 days and is likely to remain unremedied for at
least 60 days or, except as provided in clause (1) above, in the case of a
Balloon Payment, for at least 30 days; or

     (4) there shall have occurred a default, other than as described in clause
(1) or (2) above, that materially impairs the value of the related Mortgaged
Property as security for the Mortgage Loan or otherwise materially and adversely
affects the interests of Certificateholders, which default has continued
unremedied for the applicable grace period under the terms of the Mortgage Loan
(or, if no grace period is specified, 60 days); or

     (5) a decree or order of a court or agency or supervisory authority having
jurisdiction in the premises in an involuntary case under any present or future
federal or state bankruptcy, insolvency or similar law or the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the
related Mortgagor and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days; or

     (6) the related Mortgagor shall have consented to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings of or relating to
such Mortgagor or of or relating to all or substantially all of its property; or

     (7) the related Mortgagor shall have admitted in writing its inability to
pay its debts generally as they become due, filed a petition to take advantage
of any applicable

                                       68
<PAGE>

insolvency or reorganization statute, made an assignment for the benefit of its
creditors, or voluntarily suspended payment of its obligations; or

     (8) the Master Servicer shall have received notice of the commencement of
foreclosure or similar proceedings with respect to the related Mortgaged
Property;

provided that a Mortgage Loan will cease to be a Specially Serviced Mortgage
Loan when a Liquidation Event has occurred in respect of such Mortgage Loan,
when the related Mortgaged Property or Properties become REO Property or
Properties, or at such time as such of the following as are applicable occur
with respect to the circumstances identified above that caused the Mortgage Loan
to be characterized as a Specially Serviced Mortgage Loan (and provided that no
other Servicing Transfer Event then exists with respect to the particular
Mortgage Loan or any related Cross-Collateralized Mortgage Loan):

     (w) with respect to the circumstances described in clauses (1) and (2)
   above, the related Mortgagor has made the applicable Balloon Payment or three
   consecutive full and timely Monthly Payments under the terms of such Mortgage
   Loan (as such terms may be changed or modified in connection with a
   bankruptcy or similar proceeding involving the related Mortgagor or by reason
   of a modification, waiver or amendment granted or agreed to by the Special
   Servicer pursuant to Section 3.21);

     (x) with respect to the circumstances described in clauses (3), (5), (6)
   and (7) above, such circumstances cease to exist in the good faith and
   reasonable judgment of the Special Servicer;

     (y) with respect to the circumstances described in clause (4) above, such
   default is cured; and

     (z) with respect to the circumstances described in clause (8) above, such
   proceedings are terminated.

     "Special Reserve Account ": A segregated custodial account or accounts
created and maintained by the Master Servicer pursuant to Section 2.02(f) on
behalf of the Trustee in trust for the Certificateholders, which shall be
entitled "GMAC Commercial Mortgage Corporation, as Master Servicer, in trust for
the registered holders of GMAC Commercial Mortgage Securities, Inc., Mortgage
Pass-Through Certificates, Series 2002-C3." Any such account shall be an
Eligible Account and shall be an "outside reserve fund" for purposes of the
REMIC Provisions, which is not held by REMIC I.

     "Special Servicer": GMACCM, or any successor special servicer appointed as
herein provided.

     "Special Servicing Fee": With respect to each Specially Serviced Mortgage
Loan and REO Loan, the fee designated as such and payable to the Special
Servicer pursuant to Section 3.11(c).

     "Special Servicing Fee Rate": With respect to each Specially Serviced
Mortgage Loan and REO Loan, 0.250% per annum.

                                       69
<PAGE>

     "Specified Earnout Reserve Loan": The Mortgage Loans identified on Schedule
VII hereto.

     "Standard & Poor's": Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. or its successor in interest. If neither such rating
agency nor any successor remains in existence, "Standard & Poor's" shall be
deemed to refer to such other nationally recognized statistical rating agency or
other comparable Person designated by the Depositor. Notice of such designation
shall be given to the Trustee, the Master Servicer and the Special Servicer and
specific ratings of Standard & Poor's herein referenced shall be deemed to refer
to the equivalent ratings of the party so designated.

     "Startup Day": With respect to each of REMIC I, REMIC II and REMIC III, the
day designated as such in Section 10.01(b).

     "Stated Maturity Date": With respect to any Mortgage Loan, the Due Date on
which the last payment of principal is due and payable under the terms of the
related Mortgage Note as in effect on the Closing Date, without regard to any
change in or modification of such terms in connection with a bankruptcy or
similar proceeding involving the related Mortgagor or a modification, waiver or
amendment of such Mortgage Loan granted or agreed to by the Master Servicer or
Special Servicer pursuant to Section 3.21 or, in the case of any ARD Loan, the
Anticipated Repayment Date for such Mortgage Loan.

     "Stated Principal Balance": With respect to any Mortgage Loan (and any
related REO Loan), the Cut-off Date Principal Balance of such Mortgage Loan (or
in the case of a Replacement Mortgage Loan, as of the related date of
substitution), as reduced on each Distribution Date (to not less than zero) by
(i) all payments (or Delinquency Advances in lieu thereof) of, and all other
collections allocated as provided in Section 1.02 to, principal of or with
respect to such Mortgage Loan (or related REO Loan) that are (or, if they had
not been applied to cover any Additional Trust Fund Expense, would have been)
distributed to Certificateholders on such Distribution Date, and (ii) the
principal portion of any Realized Loss incurred in respect of such Mortgage Loan
(or related REO Loan) during the related Collection Period. Notwithstanding the
foregoing, if a Liquidation Event occurs in respect of any Mortgage Loan or any
REO Property, then the "Stated Principal Balance" of such Mortgage Loan or of
the related REO Loan, as the case may be, shall be zero commencing as of the
Distribution Date in the Collection Period next following the Collection Period
in which such Liquidation Event occurred.

     "Strip Holder": The related entity set forth on the Broker Strip Schedule
for each Mortgage Loan listed thereon, or any heir, successor or assign;
provided, however, that if the agreement which entitles the Strip Holder to
receive the applicable Broker Strip is terminated in either case, the applicable
Strip Holder shall thereafter be the party designated as such in writing by
Goldman Sachs Mortgage Company to the Master Servicer.

     "Subordinated Certificate": Any Class B, Class C, Class D, Class E, Class
F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O-1,
Class O-2, Class P or Residual Certificate.

                                       70
<PAGE>

     "Sub-Servicer": Any Person with which the Master Servicer has entered into
a Sub-Servicing Agreement.

     "Sub-Servicing Agreement": The written contract between the Master Servicer
and any Sub-Servicer relating to servicing and administration of Mortgage Loans
as provided in Section 3.23.

     "Substitution Shortfall Amount": In connection with the substitution of one
or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the
amount, if any, by which the Purchase Price or aggregate Purchase Price, as the
case may be, for such Deleted Mortgage Loan(s) exceeds the initial Stated
Principal Balance or aggregate Stated Principal Balance, as the case may be, of
such Replacement Mortgage Loan(s).

     "Supplemental Agreement": The Supplemental Agreement dated as of December
10, 2002 between GMACCM and GSMC.

     "Tax Returns": The federal income tax return on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of each of REMIC I, REMIC II and REMIC III due to its classification
as a REMIC under the REMIC Provisions, and the federal income tax return to be
filed on behalf of the Grantor Trust due to its classification as a grantor
trust under the Grantor Trust Provisions, together with any and all other
information, reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal, or
Applicable State Law.

     "Tenant": With respect to any Credit Lease Loan, the lessee thereunder.

     "Transfer": Any direct or indirect transfer, sale, pledge, hypothecation,
or other form of assignment of any Ownership Interest in a Certificate.

     "Transfer Affidavit and Agreement": As defined in Section 5.02(d)(i)(B).

     "Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.

     "Transferor": Any Person who is disposing by Transfer any Ownership
Interest in a Certificate.

     "Trust Fund": Collectively, the Excess Interest and all of the assets of
REMIC I, REMIC II and REMIC III.

     "Trustee": Wells Fargo Bank Minnesota, National Association, in its
capacity as Trustee under this Agreement, its successor in interest, or any
successor trustee appointed as herein provided.

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     "Trustee Fee": With respect to any Distribution Date and each Mortgage Loan
and REO Loan, an amount equal to one-twelfth of the product of the Trustee Fee
Rate and the aggregate Stated Principal Balance of each Mortgage Loan and each
REO Loan immediately following the prior Distribution Date.

     "Trustee Fee Rate": 0.0031%. The Trustee Fee Rate is included in the
Servicing Fee Rate set forth for each Mortgage Loan on the Mortgage Loan
Schedule.

     "UCC": The Uniform Commercial Code of any applicable jurisdiction.

     "UCC Financing Statement": A financing statement executed and filed
pursuant to the Uniform Commercial Code, as in effect in the relevant
jurisdiction, or, in the case of Louisiana, the comparable provisions of
Louisiana law.

     "Uncertificated Accrued Interest": With respect to any REMIC I Regular
Interest, for any Distribution Date, one month's interest (calculated on the
basis of a 360 day year consisting of twelve 30-day months) at the REMIC I
Remittance Rate applicable to such REMIC I Regular Interest for such
Distribution Date, accrued on the Uncertificated Principal Balance of such REMIC
I Regular Interest outstanding immediately prior to such Distribution Date. With
respect to any REMIC II Regular Interest, for any Distribution Date, one month's
interest (calculated on the basis of a 360-day year consisting of twelve 30-day
months) at the REMIC II Remittance Rate applicable to such REMIC II Regular
Interest for such Distribution Date, accrued on the Uncertificated Principal
Balance of such REMIC II Regular Interest outstanding immediately prior to such
Distribution Date. The Uncertificated Accrued Interest in respect of any REMIC I
Regular Interest or REMIC II Regular Interest for any Distribution Date shall be
deemed to accrue during the applicable Interest Accrual Period.

     "Uncertificated Distributable Interest": With respect to any REMIC I
Regular Interest for any Distribution Date, the Uncertificated Accrued Interest
in respect of such REMIC I Regular Interest for such Distribution Date, reduced
(to not less than zero) by the product of (i) any Net Aggregate Prepayment
Interest Shortfall for such Distribution Date, multiplied by (ii) a fraction,
expressed as a percentage, the numerator of which is the Uncertificated Accrued
Interest in respect of such REMIC I Regular Interest for such Distribution Date,
and the denominator of which is the aggregate Uncertificated Accrued Interest in
respect of all the REMIC I Regular Interests for such Distribution Date. With
respect to any REMIC II Regular Interest for any Distribution Date, an amount
equal to: (a) the Uncertificated Accrued Interest in respect of such REMIC II
Regular Interest for such Distribution Date; reduced (to not less than zero) by
(b) the portion, if any, of the Net Aggregate Prepayment Interest Shortfall, if
any, for such Distribution Date allocated to such REMIC II Regular Interest
which shall be allocated in the same manner as such Net Aggregate Prepayment
Interest Shortfall is allocated amongst the corresponding REMIC III Regular
Certificates.

     "Uncertificated Principal Balance": The principal amount of any REMIC I
Regular Interest or REMIC II Regular Interest outstanding as of any date of
determination. As of the Closing Date, the Uncertificated Principal Balance of
each REMIC I Regular Interest shall equal the Cut-off Date Principal Balance of
the related Mortgage Loan. On each Distribution Date, the Uncertificated
Principal Balance of each REMIC I Regular Interest shall be reduced by

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all distributions of principal deemed to have been made thereon on such
Distribution Date pursuant to Section 4.01(a) and, if and to the extent
appropriate, shall be further reduced on such Distribution Date as provided in
Section 4.04(a). As of the Closing Date, the Uncertificated Principal Balance of
each REMIC II Regular Interest shall equal the amount set forth in the
Preliminary Statement hereto as its initial Uncertificated Principal Balance. On
each Distribution Date, the Uncertificated Principal Balance of each such REMIC
II Regular Interest shall be reduced by all distributions of principal deemed to
have been made thereon on such Distribution Date pursuant to Section 4.01(b)
and, if and to the extent appropriate, shall be further reduced on such
Distribution Date as provided in Section 4.04(b).

     "Underwriter": Each of Deutsche Bank Securities Inc., Goldman, Sachs & Co.
and Morgan Stanley & Co. Incorporated.

     "Uninsured Cause": Any cause of damage to property subject to a Mortgage
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies or flood insurance policies required to be
maintained pursuant to Section 3.07.

     "United States Person": A citizen or resident of the United States, a
corporation or partnership (unless, in the case of a partnership, Treasury
regulations are adopted that provide otherwise) created or organized in or under
the laws of the United States, any State thereof or the District of Columbia,
including an entity treated as a corporation or partnership for federal income
tax purposes, an estate whose income is subject to United States federal income
tax regardless of its source, or a trust if a court within the United States is
able to exercise primary supervision over the administration of such trust, and
one or more such U.S. Persons have the authority to control all substantial
decisions of such trust (or, to the extent provided in applicable Treasury
regulations, certain trusts in existence on August 20, 1996 which are eligible
to elect to be treated as U.S. Persons).

     "USPAP": The Uniform Standards of Professional Appraisal Practices.

     "Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, 98% of the Voting Rights shall be allocated among the Holders
of the various outstanding Classes of Principal Balance Certificates in
proportion to the respective Class Principal Balances of their Certificates, 1%
of the Voting Rights shall be allocated among the Holders of the Class X-1 and
Class X-2 Certificates in proportion to the respective Class Notional Amounts of
such Certificates and the remaining Voting Rights shall be allocated equally
among the Holders of the respective Classes of the Residual Certificates. Voting
Rights allocated to a Class of Certificateholders shall be allocated among such
Certificateholders in proportion to the Percentage Interests evidenced by their
respective Certificates.

     "Weighted Average Net Mortgage Rate": With respect to any Distribution
Date, the REMIC II Remittance Rate for each REMIC II Regular Interest for such
Determination Date.

     "Withheld Amount": With respect to (a) each Interest Reserve Loan and (b)
each Distribution Date occurring in (i) January of each calendar year that is
not a leap year and (ii) February of each calendar year, an amount equal to one
day's interest at the related Mortgage

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Rate (less any Servicing Fee payable therefrom) on the respective Stated
Principal Balance as of the Due Date in the month in which such Distribution
Date occurs, to the extent that a Monthly Payment or Delinquency Advance is made
in respect thereof.

     "Workout": Any written modification, waiver, amendment, restructuring or
workout of a Specially Serviced Mortgage Loan or a related Mortgage Note entered
into with a Mortgagor in accordance with Section 3.09 hereof.

     "Workout Fee": With respect to each Corrected Mortgage Loan, the fee
designated as such and payable to the Special Servicer pursuant to the third
paragraph of Section 3.11(c).

     "Workout Fee Rate": With respect to each Corrected Mortgage Loan as to
which a Workout Fee is payable, 1.00%.

     "2002-C1 Master Servicer": As defined in the Preliminary Statement.

     "2002-C1 Pooling Agreement": As defined in the Preliminary Statement.

     "2002-C1 Special Servicer": As defined in the Preliminary Statement.

     "2002-C1 Trustee": As defined in the Preliminary Statement.

     SECTION 1.02 Certain Calculations in Respect of the Mortgage Pool

     (a) All amounts collected in respect of any group of related
Cross-Collateralized Mortgage Loans in the form of payments from Mortgagors,
Insurance Proceeds and Liquidation Proceeds, shall be applied by the Master
Servicer among such Mortgage Loans in accordance with the express provisions of
the related loan documents and, in the absence of such express provisions, on a
pro rata basis in accordance with the respective amounts then "due and owing" as
to each such Mortgage Loan. All amounts collected in respect of any Mortgage
Loan (whether or not such Mortgage Loan is a Cross-Collateralized Mortgage Loan)
in the form of payments from Mortgagors, Liquidation Proceeds or Insurance
Proceeds shall be applied to amounts due and owing under the related Mortgage
Note and Mortgage (including, without limitation, for principal and accrued and
unpaid interest) in accordance with the express provisions of the related
Mortgage Note and Mortgage and, in the absence of such express provisions, shall
be applied for purposes of this Agreement: first, as a recovery of any related
unreimbursed Servicing Advances and, if applicable, unpaid Liquidation Expenses,
Additional Trust Fund Expenses or other fees and expenses payable to the Master
Servicer, the Special Servicer or the Trustee and attributable to such Mortgage
Loan; second, as a recovery of accrued and unpaid interest at the related
Mortgage Rate on such Mortgage Loan to but not including, as appropriate, the
date of receipt or, in the case of a full Monthly Payment from any Mortgagor,
the related Due Date; third, as a recovery of principal of such Mortgage Loan
then due and owing, including, without limitation, by reason of acceleration of
the Mortgage Loan following a default thereunder (or, if a Liquidation Event has
occurred in respect of such Mortgage Loan, as a recovery of principal to the
extent of its entire remaining unpaid principal balance); fourth, as a recovery
of amounts to be currently applied to the payment of, or escrowed for the future
payment of, real estate taxes, assessments, insurance premiums, ground rents (if
applicable) and

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similar items; fifth, as a recovery of Reserve Funds to the extent then required
to be held in escrow; sixth, as a recovery of any Prepayment Premium then due
and owing under such Mortgage Loan; seventh, as a recovery of any Penalty
Charges then due and owing under such Mortgage Loan; eighth, as a recovery of
any other amounts (other than Excess Interest) then due and owing under such
Mortgage Loan; ninth, as a recovery of any remaining principal of such Mortgage
Loan to the extent of its entire remaining unpaid principal balance; and tenth,
if such Mortgage Loan is an ARD Loan, as a recovery of any Excess Interest then
due and owing on such Mortgage Loan.

     (b) Collections in respect of each REO Property (exclusive of amounts to be
applied to the payment of the costs of operating, managing, maintaining and
disposing of such REO Property) shall be treated: first, as a recovery of any
related unreimbursed Servicing Advances and unpaid or unreimbursed Additional
Trust Fund Expenses or other fees and expenses payable to the Master Servicer,
the Special Servicer or the Trustee and attributable to such REO Property or the
related REO Loan; second, as a recovery of accrued and unpaid interest on the
related REO Loan at the related Mortgage Rate to but not including the Due Date
in the month of receipt; third, as a recovery of principal of the related REO
Loan to the extent of its entire unpaid principal balance; and fourth, as a
recovery of any other amounts deemed to be due and owing in respect of the
related REO Loan.

     (c) The applications of amounts received in respect of any Mortgage Loan or
any REO Property pursuant to paragraphs (a) and (b) of this Section 1.02 shall
be determined by the Master Servicer in its good faith judgment.

                                   ARTICLE II

               CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
                                  CERTIFICATES

     SECTION 2.01 Establishment of Trust; Conveyance of Mortgage Loans.

     (a) The Depositor, concurrently with the execution and delivery hereof,
does hereby establish a trust, appoint the Trustee to serve as trustee of such
trust and assign to the Trustee without recourse for the benefit of the
Certificateholders all the right, title and interest of the Depositor, including
any security interest therein for the benefit of the Depositor, in, to and under
(i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections
2, 4(a), 6 and 13 of each Mortgage Loan Purchase Agreement and Sections 2, 4 and
6 of the Supplemental Agreement and (iii) all other assets included or to be
included in REMIC I. Such assignment includes all interest and principal
received or receivable on or with respect to the Mortgage Loans (other than
payments of principal, interest and other amounts due and payable on the
Mortgage Loans on or before the Cut-off Date). The transfer of the Mortgage
Loans and the related rights and property accomplished hereby is absolute and,
notwithstanding Section 11.07, is intended by the parties to constitute a sale.

     (b) In connection with the Depositor's assignment pursuant to subsection
(a) above, the Depositor shall direct, and hereby represents and warrants that
it has directed, each Mortgage Loan Seller pursuant to the related Mortgage Loan
Purchase Agreement to deliver to

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and deposit with, or cause to be delivered to and deposited with, the Trustee or
the Custodian (with a copy to the Master Servicer), on or before the Closing
Date, the Mortgage File for each of such Mortgage Loan Seller's Mortgage Loans
so assigned. If the related Mortgage Loan Seller cannot deliver, or cause to be
delivered as to any Mortgage Loan, the original Mortgage Note, the Mortgage Loan
Seller shall deliver a copy or duplicate original of such Mortgage Note,
together with an affidavit certifying that the original thereof has been lost or
destroyed. If the related Mortgage Loan Seller cannot deliver, or cause to be
delivered, as to any Mortgage Loan, any of the documents and/or instruments
referred to in clauses (2), (4), (11A) and (12) of the definition of "Mortgage
File", with evidence of recording or filing, as the case may be, thereon,
because of a delay caused by the public recording or filing office where such
document or instrument has been delivered for recordation or filing, or because
such original recorded document has been lost or returned from the recording or
filing office and subsequently lost, as the case may be, the delivery
requirements of the related Mortgage Loan Purchase Agreement and this Section
2.01(b) shall be deemed to have been satisfied as to such missing document or
instrument, and such missing document or instrument shall be deemed to have been
included in the Mortgage File, provided that a photocopy of such missing
document or instrument (certified by the related Mortgage Loan Seller to be a
true and complete copy of the original thereof submitted for recording or
filing, as the case may be) is delivered to the Trustee or a Custodian appointed
thereby on or before the Closing Date and either the original of such missing
document or instrument, or a copy thereof, with evidence of recording or filing,
as the case may be, thereon, is delivered to or at the direction of the Trustee
within 180 days of the Closing Date (or within such longer period after the
Closing Date as the Trustee may consent to, which consent shall not be
unreasonably withheld so long as the related Mortgage Loan Seller has provided
the Trustee with evidence of such recording or filing, as the case may be, or
has certified to the Trustee as to the occurrence of such recording or filing,
as the case may be, and is, as certified to the Trustee no less often than
quarterly, in good faith attempting to obtain from the appropriate county
recorder's or filing office such original or copy). Upon request, the Trustee
shall provide a copy of any such certification, promptly after receipt thereof,
to any Certificate Owner holding a Certificate in the Controlling Class that has
provided a certification to the Trustee in the form attached hereto as Exhibit
H. If the related Mortgage Loan Seller cannot deliver, or cause to be delivered,
as to any Mortgage Loan, the original or a copy of the related lender's title
insurance policy referred to in clause (9) of the definition of "Mortgage File"
solely because such policy has not yet been issued, the delivery requirements of
this Section 2.01(b) shall be deemed to be satisfied as to such missing item,
and such missing item shall be deemed to have been included in the related
Mortgage File, provided that the related Mortgage Loan Seller shall have
delivered to the Trustee or a Custodian appointed thereby, on or before the
Closing Date, a commitment for title insurance "marked-up" at the closing of
such Mortgage Loan, and the related Mortgage Loan Seller shall deliver to the
Trustee or such Custodian, promptly following the receipt thereof, the original
related lender's title insurance policy (or a copy thereof). In addition,
notwithstanding anything to the contrary contained herein, if there exists with
respect to any group of related Cross-Collateralized Mortgage Loans only one
original of any document referred to in the definition of "Mortgage File"
covering all the Mortgage Loans in such group, then the inclusion of the
original of such document in the Mortgage File for any of the Mortgage Loans in
such group shall be deemed an inclusion of such original in the Mortgage File
for each such Mortgage Loan. Neither the Trustee nor any Custodian shall in any
way be liable for any failure by the Mortgage Loan Seller or the Depositor

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<PAGE>

to comply with the delivery requirements of the Mortgage Loan Purchase Agreement
and this Section 2.01(b).

     If any of the endorsements referred to in clause (1) of the definition of
"Mortgage File" are delivered to the Trustee in blank, the Trustee shall be
responsible for promptly (and in any event within 45 days of the Closing Date)
completing the related endorsement and if any of the assignments referred to in
clauses (3), (5) and (7) of the definition of "Mortgage File" are delivered to
the Trustee in blank, the related Mortgage Loan Seller shall be responsible for
completing the related assignment, in the name of the Trustee (in such capacity)
and in any event prior to releasing possession thereof. Notwithstanding anything
herein to the contrary, with respect to the documents referred to in clause (18)
of the definition of Mortgage File, the Master Servicer may hold the original of
such document in trust on behalf of the Trustee in order to draw on such letter
of credit and the applicable Mortgage Loan Seller shall be deemed to have
satisfied the delivery requirements of this Section 2.01(b) by delivering the
original of such document to the (x) Master Servicer in the case of Mortgage
Loans sold or originated by GMACCM or (y) Trustee, in the case of loans sold by
GSMC, GACC or MSDWMC, who will certify receipt of such document by the Closing
Date and send a copy of the applicable document to the other party, and the
Trustee shall appoint the Master Servicer as custodian with respect to any such
letters of credit. The applicable Mortgage Loan Seller shall pay any costs of
assignment of such letter of credit required in order for the Master Servicer to
draw on such letter of credit. In the event that the related transfer documents
specified in clause (18) of the definition of Mortgage File are missing because
the related assignment documents have not been completed, the applicable
Mortgage Loan Seller shall take all necessary steps to enable the Master
Servicer to draw on the related letter of credit including, if necessary,
drawing on the letter of credit in its own name pursuant to written instructions
from the Master Servicer and immediately remitting such funds (or causing such
funds to be remitted) to the Master Servicer.

     Notwithstanding the above, in the event the Master Servicer determines to
make a draw under any letter of credit prior to the time it has been assigned
and/or transferred to the Trustee on behalf of the Trust Fund or the Master
Servicer, as applicable, then the related Mortgage Loan Seller agrees to
cooperate with the Master Servicer in making any presentation and draw
concerning such letter of credit, on behalf of the Trust Fund (and if necessary
the related Mortgage Loan Seller shall make such draw in its own name pursuant
to the written instructions of the Master Servicer and deliver the proceeds to
the Master Servicer on behalf of the Trust Fund).

     (c) Pursuant to each Mortgage Loan Purchase Agreement, the related Mortgage
Loan Seller shall, as to each Mortgage Loan, at its own expense, promptly (and
in any event within 60 days of the Closing Date) cause to be submitted for
recording or filing, as the case may be, in the appropriate public office for
real property records or UCC Financing Statements, as appropriate, each
assignment referred to in clauses (3) and (5) of the definition of "Mortgage
File" and each UCC-2 and UCC-3 referred to in clause (11)(B) of the definition
of "Mortgage File". Each such assignment shall reflect that it should be
returned by the public recording office or the Mortgage Loan Seller to the
Trustee or its designee following recording, and each such UCC-2 and UCC-3 shall
reflect that the file copy thereof should be returned to the Trustee or its
designee following filing. Promptly following receipt, the Trustee shall, at the
request of the Master Servicer, deliver a copy of any such document or
instrument to the Master

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<PAGE>

Servicer. If any such document or instrument is lost or returned to the Trustee
unrecorded or unfiled, as the case may be, because of a defect therein, the
Trustee shall direct the Mortgage Loan Seller, pursuant to the related Mortgage
Loan Purchase Agreement promptly to prepare or cause to be prepared a substitute
therefor or cure such defect, as the case may be.

     (d) All documents and records in the Depositor's or any Mortgage Loan
Seller's possession relating to the Mortgage Loans that are not required to be a
part of a Mortgage File in accordance with the definition thereof shall be
delivered to the Master Servicer on or before the Closing Date and shall be held
by the Master Servicer (or a Sub-Servicer retained thereby) on behalf of the
Trustee in trust for the benefit of the Certificateholders. If the Sub-Servicer
shall hold any original documents and records delivered to it pursuant to this
clause (d) then the Sub-Servicer shall deliver copies thereof to the Master
Servicer.

     (e) In connection with the Depositor's assignment pursuant to subsection
(a) above, the Depositor shall deliver, and hereby represents and warrants that
it has delivered, to the Trustee and the Master Servicer, on or before the
Closing Date, a fully executed original counterpart of each Mortgage Loan
Purchase Agreement and the Supplemental Agreement, as in full force and effect,
without amendment or modification, on the Closing Date.

     (f) In addition to the Depositor's assignment pursuant to subsection (a),
the Depositor, concurrently with the execution and delivery hereof, hereby
assigns to the Trustee without recourse all the right, title and interest of the
Depositor, including any security interest therein for the benefit of the
Depositor, in, to and under the Cardinal-Blossom Corners II REMIC Residual
Interest and the Mesa Grande REMIC Residual Interest and the Trustee shall hold
such REMIC Residual Interest on behalf of the Certificateholder of the Class R-I
Certificate. Notwithstanding anything contained herein, such REMIC Residual
Interest shall not be an asset of, or an interest in, any of REMIC I, REMIC II
or REMIC III. Such REMIC Residual Interest shall be represented by the same
Certificate representing the REMIC I residual interest and any transfer of the
Class R-I Residual Certificate shall include, and references herein to the Class
R-I Certificate shall include, where appropriate, such REMIC residual interest.

     (g) The Trustee, by the execution and delivery of this Agreement, hereby
agrees to be bound to the terms of the Co-Lender Agreement and hereby certifies
that it is a Qualified Institutional Lender as defined therein.

     SECTION 2.02 Acceptance by Trustee.

     (a) The Trustee, by the execution and delivery of this Agreement, hereby
certifies receipt by it or a Custodian on its behalf, subject to the provisions
of Section 2.01 and the further review provided for in this Section 2.02, and
further subject to any exceptions noted on any exception report prepared by the
Trustee or such Custodian and attached hereto as Schedule II, of the documents
specified in clauses (1), (2), (9), (13), (18) and (20) (other than the related
transfer documents) of the definition of "Mortgage File" with respect to each
Mortgage Loan, of a fully executed original counterpart of each Mortgage Loan
Purchase Agreement and the Supplemental Agreement and of all other assets
included in REMIC I and delivered to it, in good faith and without notice of any
adverse claim, and declares that it or a Custodian on its behalf holds and will
hold such documents and the other documents delivered or caused to be

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<PAGE>

delivered by the Mortgage Loan Sellers constituting the Mortgage Files, and that
it holds and will hold such other assets included in REMIC I, in trust for the
exclusive use and benefit of all present and future Certificateholders; provided
that the Trustee's certification with respect to the Mesa Grande Loan A2 shall
only include documents specified in clause (1) of the definition of Mortgage
File. In connection with the foregoing, the Trustee hereby certifies, subject to
any exceptions noted on any exception report prepared by the Trustee or the
Custodian and attached hereto as Schedule II, as to each Mortgage Note, that it
(A) appears regular on its face (handwritten additions, changes or corrections
shall not constitute irregularities if initialed by the Mortgagor), (B) appears
to have been executed (where appropriate) and (C) purports to relate to such
Mortgage Loan.

     (b) Within 60 days of the Closing Date, the Trustee or a Custodian on its
behalf shall review each of the Mortgage Loan documents delivered or caused to
be delivered by the Mortgage Loan Sellers constituting the Mortgage Files; and,
promptly following such review, the Trustee shall certify in writing in the form
attached hereto as Schedule III to each of the Depositor, the Master Servicer,
the Special Servicer, each Certificateholder in the Controlling Class, each
Mortgage Loan Seller and, upon request, any Certificateholder that, as to each
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan
paid in full or any Mortgage Loan specifically identified in any exception
report annexed thereto as not being covered by such certification) (in
electronic format if requested), (i) all documents specified in clauses (1)
through (5), (9), (11), (12), (13), (18) and (20) (in the case of clause (11),
without regard to whether such UCC financing statements were in the possession
of the Mortgage Loan Seller (or its agent)) of the definition of "Mortgage File"
are in its possession or the related Mortgage Loan Seller has otherwise
satisfied the delivery requirements in accordance with Section 2.01(b) and (ii)
all documents delivered or caused to be delivered by the related Mortgage Loan
Seller constituting the related Mortgage File have been reviewed by it or by a
Custodian on its behalf and (A) appear regular on their face and relate to such
Mortgage Loan, (B) appear to have been executed (where appropriate) and (C)
purport to relate to such Mortgage Loan; provided that the Trustee's
certification with respect to the Mesa Grande Loan A2 shall only include
documents specified in clause (1) of the definition of Mortgage File. If the
Trustee's certification pursuant to the preceding sentence includes an exception
report, or if such certification indicates that any recording or filing required
by Section 2.01(c) has not been completed with respect to a Mortgage Loan, the
Trustee or a Custodian on its behalf shall continuously update such exception
report to reflect receipt of any additional documents or instruments or evidence
of recording or filing of such additional documents or instruments with respect
to such Mortgage Loan, until the earliest of (i) the date on which such
exceptions are eliminated and any such recording or filing has been completed,
(ii) the date on which the affected Mortgage Loan has been removed from the
Trust Fund, and (iii) the date which is two years after the Closing Date, and
shall provide such updated exception report (beginning 150 days after the
Closing Date and continuing every 90 days thereafter until the date which is two
years after the Closing Date) to each of the Depositor, the Master Servicer, the
Special Servicer, the Majority Certificateholder of the Controlling Class and,
upon request, any Certificateholder. At any time after the date which is two
years after the Closing Date, the Depositor, the Master Servicer, the Special
Servicer and any Certificateholder may receive, upon request, an updated
exception report (which may be in electronic format).

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<PAGE>

     (c) The Trustee or a Custodian on its behalf shall review each of the
Mortgage Loan documents received thereby subsequent to the Closing Date; and, on
or about the first anniversary of the Closing Date, the Trustee shall certify in
writing in the form attached hereto as Schedule III to each of the Depositor,
the Master Servicer, the Special Servicer, the Majority Certificateholder of the
Controlling Class and each Mortgage Loan Seller that, as to each Mortgage Loan
listed on the Mortgage Loan Schedule (other than any Mortgage Loan as to which a
Liquidation Event has occurred) and except as specifically identified in any
exception report annexed to such certification, (i) all documents specified in
clauses (1) through (5), (9), (11), (12), (13), (18) and (20) (in the case of
clause (11), without regard to whether such UCC financing statements were in the
possession of the Mortgage Loan Seller (or its agent)) of the definition of
"Mortgage File" are in its possession or the related Mortgage Loan Seller has
otherwise satisfied the delivery requirements in accordance with Section
2.01(b), (ii) it or a Custodian on its behalf has received either a recorded
original of each of the assignments specified in clauses (3) and, insofar as an
unrecorded original thereof had been delivered or caused to be delivered by the
related Mortgage Loan Seller, (5) of the definition of "Mortgage File" or a copy
of such recorded original certified by the applicable public recording office
or, if such public recording office does not provide a certified original, the
Mortgage Loan Seller to be true and complete and (iii) all Mortgage Loan
documents received by it or any Custodian have been reviewed by it or by such
Custodian on its behalf and (A) appear regular on their face and relate to such
Mortgage Loan, (B) appear to have been executed (where appropriate) and (C)
purport to relate to such Mortgage Loan; provided that the Trustee's
certification with respect to the Mesa Grande Loan A2 shall only include
documents specified in clause (1) of the definition of Mortgage File.

     (d) It is acknowledged that neither the Trustee nor any Custodian is under
any duty or obligation (i) to determine whether any of the documents specified
in clauses (6), (7), (8), (10), (14), (15), (16), (17) and (19) of the
definition of "Mortgage File" exist or are required to be delivered by the
Depositor, any Mortgage Loan Seller or any other Person or (ii) to inspect,
review or examine any of the documents, instruments, certificates or other
papers relating to the Mortgage Loans delivered to it to determine that the same
are genuine, enforceable, in recordable form or appropriate for the represented
purpose or that they are other than what they purport to be on their face.
Further, with respect to the documents described in clause (11) of the
definition of "Mortgage File", to the extent the Trustee has actual knowledge or
is notified of any fixture or real property UCC Financing Statements, the
Trustee shall file an assignment to the Trust Fund with respect to such UCC
Financing Statements in the appropriate jurisdiction under the UCC at the
expense of the related Mortgage Loan Seller. The UCC Financing Statements will
be delivered on the new national filing forms, in recordable form and will be
filed in the relevant central office of such state , as referred to herein or on
the face of such documents.

     (e) If, in the process of reviewing the Mortgage Files or at any time
thereafter, the Trustee or any Custodian finds (or, if at any time, any other
party hereto finds) any document or documents constituting a part of a Mortgage
File to have not been properly executed or, subject to Section 2.01(b), to have
not been delivered, to contain information that does not conform in any material
respect with the corresponding information set forth in the Mortgage Loan
Schedule, or to be defective on its face (each, a "Defect" in the related
Mortgage File) the Trustee (or such other party) shall promptly so notify each
of the other parties hereto and the related Mortgage Loan Seller. If and when
notified of any error in the Mortgage Loan Schedule,

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the Depositor shall promptly correct such error and distribute a new, corrected
Mortgage Loan Schedule to each of the other parties hereto, and upon receipt by
the Trustee of such a corrected Mortgage Loan Schedule so identified, such new,
corrected Mortgage Loan Schedule shall be deemed to amend and replace the
existing Mortgage Loan Schedule for all purposes.

     (f) The Master Servicer may establish one or more Special Reserve Accounts,
each of which shall be an Eligible Account, and the Master Servicer or its
designee shall deposit any amount permitted to be deposited, pursuant to Section
2.03(a) hereof, in a Special Reserve Account within two Business Days of
receipt. The related Mortgage Loan Seller may direct the Master Servicer to
invest or cause the investment of the funds deposited in the Special Reserve
Account in one or more Permitted Investments that bear interest or are sold at a
discount and that mature, unless payable on demand, no later than the Business
Day prior to the next Delinquency Advance Date. The Master Servicer shall act
upon the written instructions of the Mortgage Loan Seller with respect to the
investment of the funds in the Special Reserve Account in such Permitted
Investments, provided that in the absence of appropriate and timely written
instructions from the related Mortgage Loan Seller, the Master Servicer shall
not invest or direct the investment of funds in such Special Reserve Account.
All income and gain realized from the investment of funds deposited in such
Special Reserve Account shall be for the benefit of the related Mortgage Loan
Seller (which shall be taxable with respect thereto) and shall be withdrawn by
the Master Servicer or its designee and remitted to the related Mortgage Loan
Seller on each Delinquency Advance Date (net of any losses incurred), and the
related Mortgage Loan Seller shall remit to the Master Servicer from the related
Mortgage Loan Seller's own funds for deposit into such Special Reserve Account
the amount of any Net Investment Loss (net of Net Investment Earnings) in
respect of such Permitted Investments immediately upon realization of such Net
Investment Losses and receipt of written notice thereof from the Master
Servicer.

     SECTION 2.03 Mortgage Loan Sellers' Repurchase or Substitution of Mortgage
Loans for Defects in Mortgage Files and Breaches of Representations and
Warranties.

     (a) If the Trustee discovers or receives notice of a Defect in any Mortgage
File or a breach of any representation or warranty set forth in or made pursuant
to Section 4(a) of each Mortgage Loan Purchase Agreement or Section 2(a) of the
Supplemental Agreement (a "Breach"), which Defect or Breach, as the case may be,
materially and adversely affects the value of any Mortgage Loan or any Mortgaged
Property or the interests of the Certificateholders therein, or if the Trustee
discovers or receives notice of any event that would give rise to the repurchase
of a Mortgage Loan pursuant to Section 6(b) of any Mortgage Loan Purchase
Agreement or Section 4(b) of the Supplemental Agreement, the Trustee shall give
prompt written notice of such Defect, Breach or event, as the case may be, to
the Depositor, the Master Servicer, the Special Servicer, the Majority
Certificateholder of the Controlling Class, the Rating Agencies and the related
Mortgage Loan Seller (and GMACCM, in the case of such a Defect, Breach or event
under the Supplemental Agreement) and shall request that the related Mortgage
Loan Seller (or GMACCM, in the case of such a Defect, Breach or event under the
Supplemental Agreement), within the time period provided for in the related
Mortgage Loan Purchase Agreement or the Supplemental Agreement, as applicable,
cure such Defect, Breach or event, as the case may be, in all material respects
or repurchase the affected Mortgage Loan at the applicable Purchase Price in
conformity with the related Mortgage Loan Purchase Agreement or

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the Supplemental Agreement, as applicable; provided, however, that in lieu of
effecting any such repurchase, a Mortgage Loan Seller (or GMACCM, in the case of
such a Defect, Breach or event under the Supplemental Agreement) will be
permitted to deliver a Qualifying Substitute Mortgage Loan until the second
anniversary of the Closing Date and to pay a cash amount equal to the applicable
Substitution Shortfall Amount, subject to the terms and conditions of the
related Mortgage Loan Purchase Agreement or the Supplemental Agreement, as
applicable, and this Agreement; provided, further, that if such Defect relates
to clause (18) of the definition of "Mortgage File", the related Mortgage Loan
Seller may deposit with the Master Servicer an amount, to be held in a Special
Reserve Account, equal to the amount of the undelivered letter of credit (in the
alternative, the related Mortgage Loan Seller may deliver to the Trustee, with a
copy to the Master Servicer, a letter of credit for the benefit of the
Certificateholders on behalf of the Trustee and upon the same terms and
conditions as the undelivered letter of credit) which the Master Servicer on
behalf of the Trustee may use (or draw upon, as the case may be) under the same
circumstances and conditions as the Master Servicer would have been entitled to
draw on the undelivered letter of credit. Any such letter of credit or funds
shall be held pursuant to the terms of the related Mortgage Loan Purchase
Agreement by the Master Servicer until the earlier of (i) the date on which the
Master Servicer certifies to the Trustee and the Majority Certificateholder of
the Controlling Class that such Defect has been cured, at which time such letter
of credit or funds shall be returned to the related Mortgage Loan Seller and
(ii) the date on which the Mortgage Loan is repurchased or otherwise liquidated.
Any letter of credit or funds deposited pursuant to the preceding provisions
shall be treated as an "outside reserve fund" for purposes of the REMIC
Provisions, and the related Mortgage Loan Seller shall be treated as the
beneficial owner thereof.

     Notwithstanding the foregoing provisions of this Section 2.03(a), if any
Defect or Breach would cause the Mortgage Loan to be other than a "qualified
mortgage" under Section 860G(a)(3) of the Code, such Defect or Breach shall be
cured or the related Mortgage Loan shall be repurchased or replaced with a
Qualifying Substitute Mortgage Loan within 60 days of discovery.

     Notwithstanding the foregoing, if (x) there exists a Breach of any
representation or warranty on the part of a Mortgage Loan Seller as set forth
in, or made pursuant to, Exhibit B, clause 39 of the related Mortgage Loan
Purchase Agreement relating to fees and expenses payable by the Mortgagor
associated with the exercise of a defeasance option, the release of any
Mortgaged Property and the assumption of any Mortgage Loan and (y) the related
Mortgage Loan documents specifically prohibit the Master Servicer or Special
Servicer from requiring the related Mortgagor to pay such fees and expenses,
then, upon notice by the Master Servicer or Special Servicer, the related
Mortgage Loan Seller shall transfer to the Certificate Account, within 90 days
of such Mortgage Loan Seller's receipt of such notice, the amount of any such
fees and expenses borne by the Trust Fund that are the basis of such Breach.
Upon its making such deposit, the related Mortgage Loan Seller shall be deemed
to have cured such Breach in all respects. Provided such payment is made, this
paragraph describes the sole remedy available to the Certificateholders and the
Trustee on their behalf regarding any such Breach, regardless of whether it
constitutes a Material Breach, and the related Mortgage Loan Seller shall not be
obligated to repurchase or otherwise cure such Breach.

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     In the case of any Breach, Defect or event with respect to a
Cross-Collateralized Mortgage Loan that requires repurchase of such Mortgage
Loan, the Cross-Collateralized Mortgage Loan must be repurchased in its
entirety. Notwithstanding the foregoing, the applicable Mortgage Loan Seller
will not be required to repurchase all of the related Cross-Collateralized
Mortgage Loans if, (i) after giving effect to the repurchase only of the
Mortgage Loans materially and adversely affected by such Breach or Defect, all
three of (A) the Debt Service Coverage Ratio for the four preceding calendar
quarters for all of the Mortgaged Properties then remaining subject to the
related Mortgage is not less than 0.10x below the Debt Service Coverage Ratio
set forth in the Prospectus with respect to such Cross-Collateralized Mortgage
Loan and the related Cross-Collateralized Mortgage Loans, (B) the Loan-to-Value
Ratio for all of the Mortgaged Properties then remaining subject to the related
Mortgage is not greater than 10% more than the Loan-to-Value Ratio set forth in
the Prospectus with respect to such Cross-Collateralized Mortgage Loan and the
related Cross-Collateralized Mortgage Loans, in each case determined by the
Master Servicer or Special Servicer, as applicable and (C) the Master Servicer
obtains a Opinion of Counsel (at such Mortgage Loan Seller's expense) to the
effect that the contemplated action will not, with respect to the REMIC I, REMIC
II or REMIC, cause an Adverse REMIC Event to occur; and (ii) the
cross-collateralization provisions of the applicable Cross-Collateralized
Mortgage Loans have been released under the terms of the applicable
Cross-Collateralized Mortgage Loans as to the Mortgage Loan(s) affected by such
Breach or Defect, and such Mortgage Loan(s) to be repurchased from the Trust
Fund is no longer cross-collateralized with the Cross-Collateralized Mortgage
Loans. If the Master Servicer or Special Servicer, as applicable, determines
that an Appraisal is required for purposes of determining the foregoing, the
Appraisal will be at the related Mortgage Loan Seller's expense, if the scope
and cost of the Appraisal is approved by the related Mortgage Loan Seller (such
approval not to be unreasonably withheld).

     Unless the applicable delivery requirements are otherwise deemed to have
been satisfied pursuant to Section 2.01(b) (including by virtue of the delivery
of alternative documents as specified in Section 2.01(b)), any of the following
Defects shall be conclusively presumed materially and adversely to affect the
interests of Certificateholders in, and the value of, a Mortgage Loan: (a) the
absence from the Mortgage File of the original signed Mortgage Note, unless the
Mortgage File contains a signed lost note affidavit that appears to be regular
on its face; (b) the absence from the Mortgage File of the original signed
Mortgage that appears to be regular on its face, unless there is included in the
Mortgage File a certified copy of the Mortgage and a certificate stating that
the original signed Mortgage and any intervening assignments required to create
a complete chain of assignment to the Trustee were sent for recordation; or (c)
the absence from the Mortgage File of the item called for by paragraph (9) of
the definition of Mortgage File. If any of the foregoing Defects (each, a
"Material Document Defect") is discovered by the Trustee, the Trustee will take
the steps described elsewhere in this section.

     As to any Qualifying Substitute Mortgage Loan or Loans, the Trustee shall
direct the related Mortgage Loan Seller (or GMACCM, in the case of such a
Defect, Breach or event under the Supplemental Agreement) to deliver to the
Trustee for such Qualifying Substitute Mortgage Loan or Loans (with a copy to
the Master Servicer), the related Mortgage File(s) with the related Mortgage
Note(s) endorsed as required by clause (1) of the definition of "Mortgage File".
Monthly Payments due with respect to Qualifying Substitute Mortgage Loans in the
month of substitution shall not be part of the Trust Fund and will be retained
by Master Servicer

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and remitted by the Master Servicer to the related Mortgage Loan Seller (or
GMACCM, in the case of such a Defect, Breach or event under the Supplemental
Agreement) on the next succeeding Distribution Date. For the month of
substitution, distributions to Certificateholders will include the Monthly
Payment due on the related Deleted Mortgage Loan for such month and thereafter
the related Mortgage Loan Seller (or GMACCM, in the case of such a Defect,
Breach or event under the Supplemental Agreement) shall be entitled to retain
all amounts received in respect of such Deleted Mortgage Loan.

     In any month in which the related Mortgage Loan Seller (or GMACCM under the
Supplemental Agreement) substitutes one or more Qualifying Substitute Mortgage
Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine
the applicable Substitution Shortfall Amount. The Trustee shall direct the
related Mortgage Loan Seller (or GMACCM, as applicable) to deposit cash equal to
such amount into the Certificate Account concurrently with the delivery of the
Mortgage File(s) for the Qualifying Substitute Mortgage Loan(s), without any
reimbursement thereof. The Trustee shall also direct the related Mortgage Loan
Seller (or GMACCM, as applicable) to give written notice to the Trustee and the
Master Servicer of such deposit, accompanied by an Officer's Certificate as to
the calculation of the applicable Substitution Shortfall Amount. The Trustee
shall direct the related Mortgage Loan Seller (or GMACCM, as applicable) to
amend the Mortgage Loan Schedule to reflect the removal of each Deleted Mortgage
Loan and, if applicable, the substitution of the Qualifying Substitute Mortgage
Loan(s); and, upon such amendment, the Trustee shall deliver or cause the
delivery of such amended Mortgage Loan Schedule to the other parties hereto.
Upon any such substitution, the Qualifying Substitute Mortgage Loan(s) shall be
subject to the terms of this Agreement in all respects.

     (b) In connection with any repurchase of or substitution for a Mortgage
Loan contemplated by this Section 2.03, the Trustee, the Master Servicer and the
Special Servicer shall each tender promptly to the related Mortgage Loan Seller
(or GMACCM, as applicable), upon delivery to each of the Trustee, the Master
Servicer and the Special Servicer of a trust receipt executed by the related
Mortgage Loan Seller (or GMACCM, as applicable), all portions of the Mortgage
File and other documents pertaining to such Mortgage Loan possessed by it, and
each document that constitutes a part of the related Mortgage File that was
endorsed or assigned to the Trustee shall be endorsed or assigned, as the case
may be, to the related Mortgage Loan Seller (or GMACCM, as applicable) in the
same manner as provided in Section 2 of each Mortgage Loan Purchase Agreement.
Additionally, in connection with any repurchase of or substitution for a
Mortgage Loan pursuant to this Section 2.03, the Master Servicer shall release
or cause to be released to the related Mortgage Loan Seller (or GMACCM, as
applicable) any Reserve Funds or Escrow Payments with respect to the related
Mortgage Loan.

     Thereafter, the Trustee, the Master Servicer and the Special Servicer shall
have no further responsibility with regard to the related repurchased Mortgage
Loan(s) or Deleted Mortgage Loan(s), as applicable, and the related Mortgage
File(s) and Servicing File(s). The Master Servicer shall, and is hereby
authorized and empowered by the Trustee to, prepare, execute and deliver in its
own name, on behalf of the Certificateholders and the Trustee or any of them,
the endorsements and assignments contemplated by this Section 2.03, and the
Trustee shall execute any powers of attorney that are prepared and delivered to
the Trustee by the Master Servicer and are necessary to permit the Master
Servicer to do so. At the time a substitution is

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made, the related Mortgage Loan Purchase Agreement or Supplemental Agreement, as
applicable, will provide that the Mortgage Loan Seller shall deliver the related
Mortgage File to the Trustee and certify that the substitute Mortgage Loan is a
Qualified Substitute Mortgage Loan.

     (c) The provisions of this Article II provide the sole remedy available to
the Certificateholders, or the Trustee on behalf of the Certificateholders, with
respect to any Defect in a Mortgage File or any Breach of any representation or
warranty set forth in or required to be made pursuant to Section 4(a) of such
Mortgage Loan Purchase Agreement or Section 2(a) of the Supplemental Agreement
or any of the circumstances described in Section 6(b) of such Mortgage Loan
Purchase Agreement or in Section 4(b) of the Supplemental Agreement.

     (d) The Trustee, with the cooperation of the Special Servicer (in the case
of Specially Serviced Mortgage Loans), shall, for the benefit of the
Certificateholders, enforce the obligations of each Mortgage Loan Seller under
Section 6 of the related Mortgage Loan Purchase Agreement and the obligations of
GMACCM under Section 4 of the Supplemental Agreement. Such enforcement,
including, without limitation, the legal prosecution of claims, shall be carried
out in such form, to such extent and at such time as the Trustee would require
were it, in its individual capacity, the owner of the affected Mortgage Loan(s).
The Trustee shall be reimbursed for the reasonable costs of such enforcement,
together with interest thereon at the Reimbursement Rate: first, from a specific
recovery of costs, expenses or attorneys' fees against the related Mortgage Loan
Seller (or GMACCM, in the case of enforcement under the Supplemental Agreement);
second, pursuant to Section 3.05(a)(x) out of the related Purchase Price, to the
extent that such expenses are a specific component thereof; and third, if at the
conclusion of such enforcement action it is determined that the amounts
described in clauses first and second are insufficient, then pursuant to Section
3.05(a)(xi) out of general collections on the Mortgage Loans on deposit in the
Certificate Account.

     (e) Subject to the applicable time periods for cure, substitution,
repurchase or other remedy provided in this Agreement, if the applicable
Mortgage Loan Seller contests a repurchase claim for a Breach or Defect and the
Special Servicer determines that it is in the best interest of the
Certificateholders to proceed with a liquidation or workout (any modification
pursuant to which shall not constitute a defense against a repurchase) of a
Mortgage Loan that is in default while pursuing a repurchase claim, provided
that any such action is consistent with the Servicing Standard, the Mortgage
Loan Seller will be liable for the difference between the aggregate of all
Liquidation Proceeds, Insurance Proceeds, net REO Revenues and all other amounts
previously received from the liquidation or workout of, or otherwise in respect
of, such Mortgage Loan and the Purchase Price to the extent the repurchase claim
is successful.

     SECTION 2.04 Issuance of Class R-I Certificates; Creation of REMIC I
Regular Interests.

     Concurrently with the assignment to the Trustee of the assets included in
REMIC I, and in exchange therefor, at the direction of the Depositor, the REMIC
I Regular Interests have been issued hereunder and the Trustee has executed, and
caused the Certificate Registrar to authenticate and deliver, to or upon the
order of the Depositor, the Class R-I Certificates in authorized denominations.
The interests evidenced by the Class R-I Certificates, together with

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the REMIC I Regular Interests, constitute the entire beneficial ownership of
REMIC I. The rights of the Class R-I Certificateholders and REMIC II to receive
distributions from the proceeds of REMIC I in respect of the Class R-I
Certificates and the REMIC I Regular Interests, respectively, and all ownership
interests of the Class R-I Certificateholders and REMIC II in and to such
distributions, shall be as set forth in this Agreement.

     SECTION 2.05 Conveyance of REMIC I Regular Interests; Acceptance of REMIC
II by the Trustee.

     The Depositor, as of the Closing Date, and concurrently with the execution
and delivery hereof, does hereby assign without recourse all the right, title
and interest of the Depositor in and to the REMIC I Regular Interests to the
Trustee for the benefit of the Class R-II Certificateholders and REMIC III as
holder of the REMIC II Regular Interests. The Trustee acknowledges the
assignment to it of the REMIC I Regular Interests and declares that it holds and
will hold the same in trust for the exclusive use and benefit of all present and
future Class R-II Certificateholders and REMIC III as the holder of the REMIC II
Regular Interests.

     SECTION 2.06 Issuance of Class R-II Certificates; Creation of REMIC II
Regular Interest.

     Concurrently with the assignment to the Trustee of the REMIC I Regular
Interests, and in exchange therefor, at the direction of the Depositor, the
REMIC II Regular Interests have been issued hereunder and the Trustee has
executed, and caused the Certificate Registrar to authenticate and deliver, to
or upon the order of the Depositor, the Class R-II Certificates in authorized
denominations. The interests evidenced by the Class R-II Certificates, together
with the REMIC II Regular Interests, constitute the entire beneficial ownership
of REMIC II. The rights of the Class R-II Certificateholders and REMIC III to
receive distributions from the proceeds of REMIC II in respect of the Class R-II
Certificates and the REMIC II Regular Interests, respectively, and all ownership
interests of the Class R-II Certificateholders and REMIC III in and to such
distributions, shall be as set forth in this Agreement.

     SECTION 2.07 Conveyance of REMIC II Regular Interests; Acceptance of REMIC
III by Trustee.

     The Depositor, as of the Closing Date, and concurrently with the execution
and delivery hereof, does hereby assign without recourse all the right, title
and interest of the Depositor in and to the REMIC II Regular Interests to the
Trustee for the benefit of the REMIC III Certificateholders. The Trustee
acknowledges the assignment to it of the REMIC II Regular Interests and declares
that it holds and will hold the same in trust for the exclusive use and benefit
of all present and future REMIC III Certificateholders.

     SECTION 2.08 Issuance of REMIC III Certificates.

     Concurrently with the assignment to the Trustee of the REMIC II Regular
Interests, and in exchange therefor, at the direction of the Depositor, the
Trustee has executed, and caused the Certificate Registrar to authenticate and
deliver, to or upon the order of the Depositor, the REMIC III Certificates in
authorized denominations evidencing the entire beneficial ownership of REMIC
III. The rights of the respective Classes of REMIC III

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Certificateholders to receive distributions from the proceeds of REMIC III in
respect of their REMIC III Certificates, and all ownership interests of the
respective Classes of REMIC III Certificateholders in and to such distributions,
shall be as set forth in this Agreement.

                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF THE TRUST FUND

     SECTION 3.01 Servicing and Administration of the Mortgage Loans.

     (a) Each of the Master Servicer and the Special Servicer shall service and
administer the Mortgage Loans that it is obligated to service and administer
pursuant to this Agreement on behalf of the Trustee and in the best interests of
and for the benefit of the Certificateholders (as determined by the Master
Servicer or the Special Servicer, as the case may be, in its good faith and
reasonable judgment), in accordance with applicable law, the terms of this
Agreement and the terms of the respective Mortgage Loans and, to the extent
consistent with the foregoing, further as follows: (i) with the same care, skill
and diligence as is normal and usual in its general mortgage servicing and REO
property management activities on behalf of third parties or on behalf of
itself, whichever is higher, with respect to mortgage loans and REO properties
that are comparable to those for which it is responsible hereunder; (ii) with a
view to the timely collection of all scheduled payments of principal and
interest under the Mortgage Loans or, if a Mortgage Loan comes into and
continues in default and if, in the good faith and reasonable judgment of the
Special Servicer, no satisfactory arrangements can be made for the collection of
the delinquent payments, the maximization of the recovery on such Mortgage Loan
to the Certificateholders (as a collective whole) on a present value basis (the
relevant discounting of anticipated collections that will be distributable to
Certificateholders to be performed at the related Net Mortgage Rate); and (iii)
without regard to (A) any relationship that the Master Servicer or the Special
Servicer, as the case may be, or any Affiliate thereof may have with the related
Mortgagor, (B) the ownership of any Certificate by the Master Servicer or the
Special Servicer, as the case may be, or by any Affiliate thereof, (C) the
Master Servicer's obligation to make Advances, (D) the Special Servicer's
obligation to direct the Master Servicer to make Servicing Advances, (E) the
right of the Master Servicer (or any Affiliate thereof) or the Special Servicer
(or any Affiliate thereof), as the case may be, to receive reimbursement of
costs, or the sufficiency of any compensation payable to it, hereunder or with
respect to any particular transaction and (F) the obligation of GMACCM to
repurchase Mortgage Loans pursuant to Section 4(b) of the Supplemental Agreement
(the conditions set forth in the immediately foregoing clauses (i), (ii) and
(iii), the "Servicing Standard"). Without limiting the generality of the
foregoing, each of the Master Servicer and the Special Servicer, in its own
name, in connection with its servicing and administrative duties hereunder is
hereby authorized and empowered by the Trustee, to exercise efforts consistent
with the foregoing standard and to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of them, any and all financing
statements, continuation statements and other documents or instruments necessary
to maintain the lien created by any Mortgage or other security document in the
related Mortgage File on the related Mortgaged Property and related collateral;
subject to Section 3.21, any and all modifications, waivers, amendments or
consents to or with respect to any documents contained in the related Mortgage
File; and any and all instruments of satisfaction or cancellation, or of full

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<PAGE>

release or discharge, and all other comparable instruments, with respect to the
Mortgage Loans and the Mortgaged Properties. Each of the Master Servicer and the
Special Servicer is also authorized to approve a request by a Mortgagor under a
Mortgage Loan that it is obligated to service and administer pursuant to this
Agreement, for an easement, consent to alteration or demolition, and for other
similar matters, provided that the Master Servicer or the Special Servicer, as
the case may be, determines, exercising its good faith business judgment and in
accordance with the Servicing Standard, that such approval will not affect the
security for, or the timely and full collectability of, the related Mortgage
Loan. Subject to Section 3.10, the Trustee shall furnish, or cause to be
furnished, to the Master Servicer and the Special Servicer any powers of
attorney and other documents necessary or appropriate to enable the Master
Servicer or the Special Servicer, as the case may be, to carry out its servicing
and administrative duties hereunder; provided, however, that the Trustee shall
not be held liable, and shall be indemnified by the Master Servicer or the
Special Servicer, as applicable, for any negligence with respect to, or willful
misuse of, any such power of attorney by the Master Servicer or the Special
Servicer, as the case may be; and further provided that neither the Master
Servicer nor the Special Servicer, without the written consent of the Trustee,
shall initiate any action in the name of the Trustee, without indicating its
representative capacity or cause the Trustee to be registered to do business in
any state.

     (b) Subject to Section 3.01(a) and Section 3.24(f) (taking account of
Section 3.24(g)), the Master Servicer and the Special Servicer each shall have
full power and authority, acting alone or, subject to Section 3.23, through
Sub-Servicers, to do or cause to be done any and all things in connection with
such servicing and administration which it may deem necessary or desirable.

     (c) The relationship of the Master Servicer and the Special Servicer to the
Trustee and, unless the same Person acts in both capacities, to each other under
this Agreement is intended by the parties to be that of an independent
contractor and not that of a joint venturer, partner or agent. Unless the same
Person acts in both capacities, the Master Servicer shall have no responsibility
for the performance by the Special Servicer of its duties under this Agreement,
and the Special Servicer shall have no responsibility for the performance of the
Master Servicer under this Agreement.

     (d) Subject to Section 3.01(a), each of the Master Servicer and Special
Servicer shall service and administer each Mortgage Loan that is a
Cross-Collateralized Mortgage Loan as a single Mortgage Loan in each case as and
when it deems such treatment necessary and appropriate.

     (e) Notwithstanding the foregoing provisions of this Section 3.01, the Mesa
Grande Loan A2 shall be serviced and administered by the 2002-C1 Master Servicer
and the 2002-C1 Special Servicer pursuant to the 2002-C1 Pooling Agreement and
the Co-Lender Agreement, except as otherwise specifically provided in this
Agreement. If the Mesa Grande Loan A1 is removed from the mortgage loan pool
created under the 2002-C1 Pooling Agreement, or if the 2002-C1 Pooling Agreement
is otherwise terminated, the servicing of the Mesa Grande Loan A2 shall be
transferred pursuant to the Co-Lender Agreement to the Master Servicer and
Special Servicer and the Mesa Grande Loan A2 shall be serviced and administered
hereunder.

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<PAGE>

     SECTION 3.02 Collection of Mortgage Loan Payments.

     The Master Servicer (or the Special Servicer with respect to the Specially
Serviced Mortgage Loans) shall make reasonable efforts to collect all payments
called for under the terms and provisions of the Mortgage Loans serviced
hereunder, and shall, to the extent such procedures shall be consistent with
this Agreement and the terms and conditions of the Mortgage Loans, follow such
collection procedures as are consistent with the Servicing Standard; provided,
however, that nothing herein contained shall be construed as an express or
implied guarantee by the Master Servicer or the Special Servicer of the
collectability of the Mortgage Loans. Consistent with the foregoing, the Master
Servicer may in its discretion waive any Penalty Charge in connection with any
delinquent payment on a Mortgage Loan serviced hereunder (other than a Specially
Serviced Mortgage Loan) and the Special Servicer may in its discretion waive any
Penalty Charge in connection with any delinquent payment on a Specially Serviced
Mortgage Loan.

     SECTION 3.03 Collection of Taxes, Assessments and Similar Items; Servicing
Accounts and Reserve Accounts.

     (a) Each of the Master Servicer (or the Special Servicer with respect to
the Specially Serviced Mortgage Loans) shall establish and maintain one or more
accounts (the "Servicing Accounts"), into which all Escrow Payments with respect
to the Mortgage Loans serviced hereunder shall be deposited and retained.
Servicing Accounts shall be Eligible Accounts. Withdrawals of amounts so
collected in respect of any Mortgage Loan (and interest earned thereon) from a
Servicing Account may be made only to: (i) effect payment of real estate taxes,
assessments, insurance premiums, ground rents (if applicable) and comparable
items in respect of the related Mortgaged Property; (ii) reimburse the Trustee
and the Master Servicer, in that order, as applicable, for any unreimbursed
Servicing Advances made thereby to cover any of the items described in the
immediately preceding clause (i); (iii) refund to the related Mortgagor any sums
as may be determined to be overages; (iv) pay interest, if required and as
described below, to the related Mortgagor on balances in the Servicing Account
(or, if and to the extent not payable to the related Mortgagor, to pay such
interest to the Master Servicer or Special Servicer, as applicable); (v)
disburse Insurance Proceeds if required to be applied to the repair or
restoration of the related Mortgaged Property; or (vi) clear and terminate the
Servicing Account at the termination of this Agreement in accordance with
Section 9.01. As part of its servicing duties, the Master Servicer and the
Special Servicer shall pay or cause to be paid to the Mortgagors interest on
funds in Servicing Accounts maintained thereby, to the extent required by law or
the terms of the related Mortgage Loan. The Servicing Accounts shall not be
considered part of the segregated pool of assets constituting REMIC I, REMIC II,
REMIC III or the Grantor Trust.

     (b) Each of the Master Servicer (with respect to Mortgage Loans serviced
hereunder other than Specially Serviced Mortgage Loans) and the Special Servicer
(with respect to the Specially Serviced Mortgage Loans) shall (i) maintain
accurate records with respect to each related Mortgaged Property reflecting the
status of real estate taxes, assessments and other similar items that are or may
become a lien thereon and the status of insurance premiums and any ground rents
payable in respect thereof, and (ii) use reasonable efforts to obtain, from time
to time, all bills for the payment of such items (including renewal premiums)
for Mortgage Loans

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which require the related Mortgagor to escrow for the payment of such items, and
shall effect payment thereof prior to the applicable penalty or termination
date, employing for such purpose Escrow Payments as allowed under the terms of
the related Mortgage Loan. To the extent that a Mortgage Loan does not require a
Mortgagor to escrow for the payment of real estate taxes, assessments, insurance
premiums, ground rents (if applicable) and similar items, the Master Servicer
(or the Special Servicer with respect to the Specially Serviced Mortgaged Loans)
shall use reasonable efforts consistent with the Servicing Standard to cause the
related Mortgagor to comply with the requirements of the related Mortgage for
payments in respect of such items at the time they first become due.

     (c) In accordance with the Servicing Standard, the Master Servicer (at the
direction of the Special Servicer in the case of Specially Serviced Mortgage
Loans) shall advance with respect to each Mortgaged Property relating to
Mortgage Loans serviced hereunder all such funds as are necessary for the
purpose of effecting the payment of (i) real estate taxes, assessments and other
similar items that are or may become a lien thereon, (ii) ground rents (if
applicable), and (iii) premiums on Insurance Policies, in each instance if and
to the extent Escrow Payments collected from the related Mortgagor are
insufficient to pay such item when due and the related Mortgagor has failed to
pay such item on a timely basis, and provided that the particular advance would
not, if made, constitute a Nonrecoverable Servicing Advance. All such Servicing
Advances shall be reimbursable in the first instance from related collections
from the Mortgagors, and further as provided in Section 3.05. No costs incurred
by the Master Servicer or the Special Servicer in effecting the payment of real
estate taxes, assessments, ground rents (if applicable) and other similar items
on or in respect of the Mortgaged Properties shall, for purposes hereof,
including, without limitation, calculating monthly distributions to
Certificateholders, be added to the unpaid principal balances of the related
Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.

     (d) The Master Servicer (or the Special Servicer with respect to Specially
Serviced Mortgage Loans) shall, establish and maintain, as applicable, one or
more accounts (the "Reserve Accounts"), into which all Reserve Funds, if any,
shall be deposited and retained. Withdrawals of amounts so deposited may be made
to pay for, or to reimburse the related Mortgagor in connection with, the
related repairs, environmental remediation, replacements and/or capital
improvements at the related Mortgaged Property if such repairs, environmental
remediation, replacements and/or capital improvements have been completed, and
such withdrawals are made, in accordance with the Servicing Standard and the
terms of the related Mortgage Note, Mortgage and any agreement with the related
Mortgagor governing such Reserve Funds. Subject to the terms of the related
Mortgage Note and Mortgage, all Reserve Accounts shall be Eligible Accounts. As
part of its servicing duties, the Master Servicer and the Special Servicer shall
pay or cause to be paid to the Mortgagors interest on funds in the Reserve
Accounts maintained thereby, to the extent required by applicable law or the
terms of the related Mortgage Loan. The Reserve Accounts shall not be considered
part of the segregated pool of assets comprising REMIC I, REMIC II, REMIC III or
the Grantor Trust.

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     SECTION 3.04 Certificate Account, Distribution Account and Interest Reserve
Account.

     (a) The Master Servicer shall establish and maintain a Certificate Account
that shall be held in the name of the Master Servicer on behalf of the
Certificateholders. The Master Servicer shall deposit or cause to be deposited
into the Certificate Account on a daily basis, except as otherwise specifically
provided herein, the following payments and collections received or made by or
on behalf of it subsequent to the Cut-off Date (other than in respect of
principal and interest on the Mortgage Loans due and payable on or before the
Cut-off Date), and payments (other than Principal Prepayments) received by it on
or prior to the Cut-off Date but allocable to a period subsequent thereto:

         (i) all payments on account of principal, including Principal
Prepayments, on the Mortgage Loans;

         (ii) all payments on account of interest (including, without
limitation, Default Interest and Excess Interest) on the Mortgage Loans, late
payment charges and Prepayment Premiums;

         (iii) any amounts received from the Special Servicer which are required
to be transferred from the REO Account pursuant to Section 3.16(c) and amounts
of interest and investment income earned in respect of amounts relating to the
Trust Fund held in any Lock-Box Account or Cash Collateral Account, if any, and
only to the extent not required to be paid to the applicable Mortgagor under the
terms of the related Mortgage Loan documents or applicable law;

         (iv) all Insurance Proceeds and Liquidation Proceeds received in
respect of any Mortgage Loan or any REO Property (other than Excess Liquidation
Proceeds and Liquidation Proceeds that are received in connection with the
Master Servicer's or the Depositor's purchase of all the Mortgage Loans and any
REO Properties in the Trust Fund and that are to be deposited in the
Distribution Account pursuant to Section 9.01) and any Borrower Recoveries;

         (v) any amounts required to be deposited by the Master Servicer
pursuant to Section 3.06 in connection with losses incurred with respect to
Permitted Investments of funds relating to the Trust Fund held in the
Certificate Account;

         (vi) that portion of each Delinquency Advance that represents (without
duplication) the Servicing Fee; and

         (vii) any amounts required to be deposited by the Master Servicer or
the Special Servicer pursuant to Section 3.07(b) in connection with losses
resulting from a deductible clause in a blanket hazard policy.

     The foregoing requirements for deposit in the Certificate Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, actual payments from Mortgagors in the nature of Escrow
Payments, Reserve Funds, charges for beneficiary statements or demands,
assumption fees, amounts collected for mortgagor checks

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returned for insufficient funds, ancillary fees and any other amounts that the
Master Servicer and the Special Servicer are entitled to as additional servicing
compensation pursuant to Section 3.11 need not be deposited by the Master
Servicer in the Certificate Account. If the Master Servicer shall deposit in the
Certificate Account any amount not required to be deposited therein, it may at
any time withdraw such amount from the Certificate Account, any provision herein
to the contrary notwithstanding. The Master Servicer shall promptly deliver to
the Special Servicer, as additional servicing compensation in accordance with
Section 3.11(d), all assumption fees, modification fees, ancillary fees and
other transaction fees due to and received by the Master Servicer with respect
to Specially Serviced Mortgage Loans. The Certificate Account shall be
maintained as a segregated account, separate and apart from trust funds created
for mortgage pass-through certificates of other series serviced and the other
accounts of the Master Servicer.

     Upon receipt of any of the amounts described in clauses (i), (ii) and (iv)
above with respect to any Mortgage Loan which is not an REO Loan, the Special
Servicer shall promptly, but in no event later than two Business Days after
receipt, remit such amounts to the Master Servicer for deposit into the
Certificate Account in accordance with the second preceding paragraph, unless
the Special Servicer determines, consistent with the Servicing Standard, that a
particular item should not be deposited because of a restrictive endorsement or
other appropriate reason. Any such amounts received by the Special Servicer with
respect to an REO Property shall be deposited by the Special Servicer into the
REO Account and remitted to the Master Servicer for deposit into the Certificate
Account pursuant to Section 3.16(c). With respect to any such amounts paid by
check to the order of the Special Servicer, the Special Servicer shall endorse
such check to the order of the Master Servicer and shall deliver promptly, but
in no event later than two Business Days after receipt, any such check to the
Master Servicer by overnight courier, unless the Special Servicer determines,
consistent with the Servicing Standard, that a particular item cannot be so
endorsed and delivered because of a restrictive endorsement or other appropriate
reason.

     Funds in the Certificate Account may be invested only in Permitted
Investments in accordance with the provisions of Section 3.06. The Master
Servicer shall give notice to the Trustee, the Special Servicer and the
Depositor of the location of the Certificate Account as of the Closing Date and
of the new location of the Certificate Account prior to any change thereof.

     (b) The Trustee shall establish and maintain the Distribution Account in
trust for the benefit of the Certificateholders. The Distribution Account shall
be maintained as a segregated account, separate and apart from trust funds for
mortgage pass-through certificates of other series administered by the Trustee
and other accounts of the Trustee.

     The Master Servicer shall deliver to the Trustee each month on or before
the Master Servicer Remittance Date therein, for deposit in the Distribution
Account, that portion of the Available Distribution Amount (calculated without
regard to clauses (b)(iii) or (b)(iv) of the definition thereof) for the related
Distribution Date then on deposit in the Certificate Account and the Trustee Fee
collected with respect to each Mortgage Loan.

     In addition, the Master Servicer shall, as and when required hereunder,
deliver to the Trustee for deposit in the Distribution Account:

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         (i) any Delinquency Advances required to be made by the Master Servicer
in accordance with Section 4.03 (in each case, net of the portion thereof that
represents Servicing Fees and/or Special Servicing Fees, which is to be
deposited in the Certificate Account);

         (ii) any Compensating Interest Payments required to be made by the
Master Servicer pursuant to Section 3.20;

         (iii) any Liquidation Proceeds paid by the Master Servicer, the
Majority Certificateholder of the Controlling Class or the Depositor in
connection with the purchase of all of the Mortgage Loans and any REO Properties
in the Trust Fund pursuant to Section 9.01 (exclusive of that portion thereof
required to be deposited in the Certificate Account pursuant to Section 9.01);

         (iv) all amounts received from the 2002-C1 Master Servicer, the 2002-C1
Special Servicer or the 2002-C1 Trustee pursuant to the 2002-C1 Pooling
Agreement or the Co-Lender Agreement on account of the Mesa Grande Loan A2 (net
of any Penalty Charges which shall be used first to reimburse the Master
Servicer for any Advance Interest and then paid as additional servicing
compensation to the Master Servicer); and

         (v) any other amounts required to be so delivered for deposit in the
Distribution Account pursuant to any provision of this Agreement.

     (c) The Trustee shall, upon receipt, deposit in the Distribution Account
any and all amounts received by the Trustee that are required by the terms of
this Agreement to be deposited therein. If, as of 3:00 p.m., New York City time,
on any Master Servicer Remittance Date or on such other date as any amount is
required to be delivered for deposit in the Distribution Account, the Master
Servicer shall not have delivered to the Trustee for deposit in the Distribution
Account the relevant portion of the Available Distribution Amount, or any of the
other amounts required to be deposited therein, then the Trustee shall provide
notice of such failure to a Servicing Officer of the Master Servicer by
facsimile transmission sent to telecopy no. (215) 328-3478 (or such alternative
number provided by the Master Servicer to the Trustee in writing) and by
telephone at telephone no. (215) 328-1258 (or such alternative number provided
by the Master Servicer to the Trustee in writing) as soon as possible, but in
any event before 5:00 p.m., New York City time, on such day. To the extent the
Master Servicer has not delivered to the Trustee for deposit in the Distribution
Account such amounts as are required to be delivered on the Master Servicer
Remittance Date, the Master Servicer shall pay interest thereon to the Trustee
at an interest rate equal to the Reimbursement Rate then in effect for the
period from and including the Master Servicer Remittance Date to and excluding
the date such amounts are deposited.

     Funds in the Distribution Account may be invested by the Trustee in
Permitted Investments and the Trustee shall be required to deposit an amount
equal to the Net Investment Loss, if any, in such account, all as provided in
accordance with the provisions of Section 3.06. The Trustee shall give notice to
the Master Servicer, the Special Servicer and the Depositor of the location of
the Distribution Account as of the Closing Date and of the new location of the
Distribution Account prior to any change thereof.

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     (d) The Trustee shall establish (upon an event occurring that generates
Excess Liquidation Proceeds) and maintain the Excess Liquidation Proceeds
Reserve Account in trust for the benefit of the Certificateholders. The Excess
Liquidation Proceeds Reserve Account shall be maintained as a segregated
account, separate and apart from trust funds for mortgage pass-through
certificates of other series administered by the Trustee and other accounts of
the Trustee. Funds in the Excess Liquidation Proceeds Reserve Account may be
invested by the Trustee in Permitted Investments in accordance with the
provisions of Section 3.06 and the Trustee shall be required to deposit an
amount equal to the Net Investment Loss, if any, in such account, all as
provided in accordance with the provisions of Section 3.06.

     Upon the disposition of any REO Property in accordance with Section 3.19,
the Special Servicer will calculate the Excess Liquidation Proceeds, if any,
realized in connection with such sale and deposit such amount in the Excess
Liquidation Proceeds Reserve Account.

     (e) The Trustee shall establish and maintain the Interest Reserve Account
in trust for the benefit of the Certificateholders. The Interest Reserve Account
shall be maintained as a segregated account, separate and apart from trust funds
for mortgage pass-through certificates of other series administered by the
Trustee and other accounts of the Trustee. Funds in the Interest Reserve Account
may be invested in Permitted Investments in accordance with the provisions of
Section 3.06 and the Trustee shall be required to deposit an amount equal to the
Net Investment Loss, if any, in such account, all as provided in accordance with
the provisions of Section 3.06.

     On each Master Servicer Remittance Date occurring in (i) January of each
calendar year that is not a leap year and (ii) February of each calendar year,
the Trustee shall calculate the Withheld Amount with respect to each Interest
Reserve Loan (including the Mesa Grande Loan A2). On each such Master Servicer
Remittance Date, the Trustee shall withdraw from the Distribution Account and
deposit in the Interest Reserve Account an amount equal to the aggregate of the
Withheld Amounts calculated in accordance with the previous sentence. If the
Trustee shall deposit in the Interest Reserve Account any amount not required to
be deposited therein, it may at any time withdraw such amount from the Interest
Reserve Account, any provision herein to the contrary notwithstanding. On or
prior to the Master Servicer Remittance Date in March of each calendar year, the
Trustee shall transfer to the Distribution Account the aggregate of all Withheld
Amounts on deposit in the Interest Reserve Account.

     SECTION 3.05 Permitted Withdrawals From the Certificate Account, the
Distribution Account, the Interest Reserve Account and the Excess Liquidation
Proceeds Reserve Account.

     (a) The Master Servicer may, from time to time, make withdrawals from the
Certificate Account for any of the following purposes:

         (i) to remit to the Trustee for deposit in the Distribution Account the
amounts required to be remitted pursuant to the second paragraph of Section
3.04(b) or that may be applied to make Delinquency Advances pursuant to Section
4.03(a);

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         (ii) to pay itself unpaid Servicing Fees payable to itself earned
thereby in respect of each Mortgage Loan and each related REO Loan, the Master
Servicer's rights to payment pursuant to this clause (ii) being limited to
amounts received or advanced on or in respect of such Mortgage Loan or such REO
Loan that are allocable as a recovery or advance of interest thereon;

         (iii) to pay to the Special Servicer, out of general collections on the
Mortgage Loans and any related REO Properties, earned and unpaid Special
Servicing Fees in respect of any Mortgage Loan that is a Specially Serviced
Mortgage Loan or REO Loan (other than the Mesa Grande Loan A2);

         (iv) to pay to the Special Servicer earned and unpaid Workout Fees and
Liquidation Fees with respect to the Mortgage Loans (other than the Mesa Grande
Loan A2) to which it is entitled pursuant to, and from the sources contemplated
by, Section 3.11(c);

         (v) to reimburse the Trustee and itself, in that order, as applicable,
for unreimbursed Delinquency Advances made thereby, the Master Servicer's or the
Trustee's respective rights to be reimbursed pursuant to this clause (v) being
limited to amounts received that represent Late Collections of interest on and
principal of the particular Mortgage Loans and REO Loans with respect to which
such Delinquency Advances were made (in each case, net of related Workout Fees);

         (vi) to reimburse the Trustee and itself, in that order, as applicable,
for unreimbursed Servicing Advances made thereby, the Master Servicer's or the
Trustee's respective rights to be reimbursed pursuant to this clause (vi) with
respect to any Mortgage Loan or REO Property being limited to, as applicable,
related payments, Liquidation Proceeds, Insurance Proceeds and REO Revenues
attributable to such Mortgage Loan;

         (vii) to reimburse the Trustee, itself and the Special Servicer, in
that order, as applicable, out of general collections on the Mortgage Loans and
related REO Properties, for Nonrecoverable Advances made thereby;

         (viii) to pay the Trustee, itself or the Special Servicer, in that
order as the case may be, any related Advance Interest accrued and payable on
any unreimbursed Advance in accordance with Section 3.11(f) and 4.03(d), first
out of Penalty Charges received on the Mortgage Loan or REO Loan as to which
such Advance was made and then, at or following such time as it reimburses the
Trustee, itself and the Special Servicer, in that order, as applicable, for such
Advance pursuant to clause (v), (vi) or (vii) above or Section 3.03, out of
general collections on the Mortgage Loans and related REO Properties;

         (ix) to reimburse itself (if it is not the affected Mortgage Loan
Seller) or the Trustee, as the case may be, for any unreimbursed expenses
reasonably incurred by such Person in respect of any Breach or Defect giving
rise to a repurchase obligation of a Mortgage Loan Seller under Section 6 of the
related Mortgage Loan Purchase Agreement (or Section 4 of the Supplemental
Agreement), including, without limitation, any expenses arising out of the
enforcement of the repurchase obligation, together with interest thereon at the
Reimbursement Rate, each such Person's right to reimbursement pursuant to this
clause (ix) with respect to any

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Mortgage Loan being limited to that portion of the Purchase Price paid for such
Mortgage Loan that represents such expense in accordance with clause (d) of the
definition of Purchase Price;

         (x) in accordance with Section 2.03(d), to reimburse the Trustee, out
of general collections on the Mortgage Loans and related REO Properties for any
unreimbursed expense reasonably incurred by the Trustee in connection with the
enforcement of a Mortgage Loan Seller's obligations under Section 6(a) of the
related Mortgage Loan Purchase Agreement (or Section 4 of the Supplemental
Agreement), together with interest thereon at the Reimbursement Rate, but only
to the extent that such expenses are not reimbursable pursuant to clause (ix)
above or otherwise;

         (xi) to pay out of general collections on the Mortgage Loans and
related REO Properties, for costs and expenses incurred by the Trust Fund with
respect to the Mortgage Loans and related REO Properties pursuant to Section
3.09(c) and to pay Liquidation Expenses out of related Liquidation Proceeds
pursuant to Section 3.09;

         (xii) to pay itself, as additional servicing compensation in accordance
with Section 3.11(b), (A) interest and investment income earned in respect of
amounts relating to the Trust Fund held in the Certificate Account, any Lock Box
Account and Cash Collateral Account as provided in Section 3.06(b) (but only to
the extent of the Net Investment Earnings with respect to the Certificate
Account, any Lock Box Account and Cash Collateral Account for any Collection
Period), (B) Prepayment Interest Excesses and Balloon Payment Interest Excess
received on the Mortgage Loans and (C) Penalty Charges received on Mortgage
Loans that are not Specially Serviced Mortgage Loans (but only to the extent not
otherwise allocable to cover Advance Interest in respect of the related Mortgage
Loan);

         (xiii) to pay to the Special Servicer, as additional servicing
compensation, all Penalty Charges received on any Specially Serviced Mortgage
Loan (but only to the extent not otherwise allocable to pay Advance Interest in
respect of the related Specially Serviced Mortgage Loan);

         (xiv) to pay itself, the Depositor, or any of their respective
directors, officers, employees and agents, as the case may be, out of general
collections on the Mortgage Loans and REO Properties, any amounts payable to any
such Person pursuant to Section 6.03;

         (xv) to pay, out of general collections on the Mortgage Loans and REO
Properties, for (A) the cost of the Opinions of Counsel contemplated by Sections
3.09(b)(ii) and 3.16(a), (B) the cost of the advice of counsel contemplated by
Section 3.17(a), (C) the cost of any Opinion of Counsel contemplated by Section
11.01(a) in connection with an amendment to this Agreement, which amendment is
in furtherance of the rights and interests of Certificateholders, (D) the cost
of obtaining the REO Extension contemplated by Section 3.16(a), (E) the cost of
recording this Agreement in accordance with Section 11.02(a) and (F) the cost of
a new Appraisal obtained pursuant to Section 3.11(h) or Section 4.03(c);

         (xvi) to pay itself, the Special Servicer, any Mortgage Loan Seller,
GMACCM or the Majority Certificateholder of the Controlling Class, as the case
may be, with respect to each Mortgage Loan, if any, previously purchased by such
Person pursuant to or as

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contemplated by this Agreement, all amounts received on such Mortgage Loan
subsequent to the date of purchase;

         (xvii) to withdraw funds deposited into the Certificate Account in
error; and

         (xviii) to clear and terminate the Certificate Account at the
termination of this Agreement pursuant to Section 9.01.

     For each Mortgage Loan, the Master Servicer shall keep and maintain
separate accounting records, on a loan-by-loan basis (and for each REO Loan, on
a property-by-property basis) when appropriate, for the purpose of justifying
any withdrawal from the Certificate Account.

     The Master Servicer shall pay to the Special Servicer (or to third party
contractors at the direction of the Special Servicer) from the Certificate
Account amounts permitted to be paid to it (or to such third party contractors)
therefrom promptly upon receipt of a certificate of a Servicing Officer of the
Special Servicer describing the item and amount to which the Special Servicer
(or such third party contractors) is entitled. The Master Servicer may rely
conclusively on any such certificate and shall have no duty to re-calculate the
amounts stated therein. The Special Servicer shall keep and maintain separate
accounting for each Specially Serviced Mortgage Loan and REO Property, on a
loan-by-loan and property-by-property basis, for the purpose of justifying any
request for withdrawal from the Certificate Account.

     (b) The Trustee may, from time to time, make withdrawals from the
Distribution Account for any of the following purposes (but not necessarily in
the following order of priority):

         (i) to make distributions to Certificateholders on each Distribution
Date pursuant to Section 4.01 and to deposit the Withheld Amounts in the
Interest Reserve Account pursuant to Section 3.04(d);

         (ii) to pay itself interest and investment income earned in respect of
amounts relating to the Trust Fund held in the Distribution Account as provided
in Section 3.06(b) (but only to the extent of the Net Investment Earnings with
respect to the Distribution Account for any Collection Period);

         (iii) to pay itself unpaid Trustee Fees pursuant to Section 8.05(a);

         (iv) to pay itself or any of its directors, officers, employees and
agents, as the case may be, any amounts payable or reimbursable to any such
Person pursuant to Section 8.05(b);

         (v) to pay for (A) the cost of the Opinion of Counsel contemplated by
Section 11.01(a) or (c) in connection with any amendment to this Agreement
requested by the Trustee, which amendment is in furtherance of the rights and
interests of Certificateholders, (B) the cost of the Opinion of Counsel
contemplated by Section 11.02(a) in connection with any

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recordation of this Agreement and (C) to the extent payable out of the Trust
Fund, the cost of the Opinion of Counsel contemplated by Section 10.01(e) or
Section 10.03(f);

         (vi) to (A) pay any and all federal, state and local taxes imposed on
REMIC I, REMIC II or REMIC III or on the assets or transactions of any such
REMIC, together with all incidental costs and expenses, and any and all
reasonable expenses relating to tax audits, if and to the extent that either (1)
none of the Trustee, the Master Servicer or the Special Servicer is liable
therefor pursuant to Section 10.01(g) or (2) any such Person that may be so
liable has failed to make the required payment, and (B) reimburse the Trustee
for reasonable expenses incurred by and reimbursable to it by the Trust Fund
pursuant to Section 10.03(b) or Section 10.01(c);

         (vii) to withdraw funds deposited into the Distribution Account in
error; and

         (viii) to clear and terminate the Distribution Account at the
termination of this Agreement pursuant to Section 9.01.

     (c) The Trustee may, from time to time, make withdrawals from the Interest
Reserve Account to pay itself interest and investment income earned in respect
of amounts relating to the Trust Fund held in the Interest Reserve Account (but
only to the extent of Net Investment Earnings with respect to the Interest
Reserve Account for any Collection Period).

     (d) The Trustee shall, on any Distribution Date, make withdrawals from the
Excess Liquidation Proceeds Reserve Account to the extent required to make the
distributions from the Excess Liquidation Proceeds Reserve Account required by
Section 4.01(c).

     SECTION 3.06 Investment of Funds in the Certificate Account, the
Distribution Account, the Excess Liquidation Proceeds Reserve Account, the
Interest Reserve Account and the REO Account.

     (a) (i) The Master Servicer may direct any depository institution
maintaining the Certificate Account, any Lock-Box Account or any Cash Collateral
Account to invest, (ii) the Special Servicer may direct any depository
institution maintaining the REO Account to invest, or if it is a depository
institution, may itself invest, and (iii) the Trustee may direct the depository
institution maintaining the Distribution Account, the Excess Liquidation
Proceeds Reserve Account or the Interest Reserve Account to invest, or if it is
such depository institution, may itself invest, the funds held therein in one or
more Permitted Investments bearing interest or sold at a discount, and maturing,
unless payable on demand, (i) no later than the Business Day immediately
preceding the next succeeding date on which such funds are required to be
withdrawn from such account pursuant to this Agreement, if a Person other than
the depository institution maintaining such account is the obligor thereon, and
(ii) no later than the next succeeding date on which such funds are required to
be withdrawn from such account pursuant to this Agreement, if the depository
institution maintaining such account is the obligor thereon. All such Permitted
Investments shall be held to maturity, unless payable on demand. Any investment
of funds in an Investment Account shall be made in the name of the Trustee (in
its capacity as such). The Master Servicer (with respect to Permitted
Investments of amounts in the

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Certificate Account, any Lock-Box Account and any Cash Collateral Account) and
the Special Servicer (with respect to Permitted Investments of amounts in the
REO Account) on behalf of the Trustee, and the Trustee (with respect to
Permitted Investments of amounts in the Distribution Account, the Excess
Liquidation Proceeds Reserve Account and the Interest Reserve Account), shall
(and Trustee hereby designates the Master Servicer and the Special Servicer, as
applicable, as the Person that shall) (i) be the "entitlement holder" of any
Permitted Investment that is a "security entitlement" and (ii) maintain
"control" of any Permitted Investment that is either a "certificated security"
or an "uncertificated security". For purposes of this Section 3.06(a), the terms
"entitlement holder", "security entitlement", "control", "certificated security"
and "uncertificated security" shall have the meanings given such terms in
Revised Article 8 (1994 Revision) of the UCC, and "control" of any Permitted
Investment by the Master Servicer or the Special Servicer shall constitute
"control" by a Person designated by, and acting on behalf of the Trustee for
purposes of Revised Article 8 (1994 Revision) of the UCC. In the event amounts
on deposit in an Investment Account are at any time invested in a Permitted
Investment payable on demand, the Master Servicer (in the case of the
Certificate Account, any Lock-Box Account or any Cash Collateral Account), the
Special Servicer (in the case of the REO Account) and the Trustee (in the case
of the Distribution Account, the Excess Liquidation Proceeds Reserve Account and
the Interest Reserve Account) shall:

         (x) consistent with any notice required to be given thereunder, demand
     that payment thereon be made on the last day such Permitted Investment may
     otherwise mature hereunder in an amount equal to the lesser of (1) all
     amounts then payable thereunder and (2) the amount required to be withdrawn
     on such date; and

         (y) demand payment of all amounts due thereunder promptly upon
     determination by the Master Servicer, the Special Servicer or the Trustee,
     as the case may be, that such Permitted Investment would not constitute a
     Permitted Investment in respect of funds thereafter on deposit in the
     Investment Account.

     (b) Whether or not the Master Servicer directs the investment of funds in
the Certificate Account, and to the extent the Master Servicer directs the
investment of funds in any Lock-Box Account or any Cash Collateral Account,
interest and investment income realized on funds deposited in each such
Investment Account, to the extent of the Net Investment Earnings, if any, with
respect to such account for each Collection Period, shall be for the sole and
exclusive benefit of the Master Servicer and shall be subject to its withdrawal,
or withdrawal at its direction, in accordance with Section 3.05(a). Interest and
investment income realized on funds deposited in the Distribution Account, the
Excess Liquidation Proceeds Reserve Account and the Interest Reserve Account, to
the extent of Net Investment Earnings, if any, with respect to such account for
each Collection Period, shall be for the sole and exclusive benefit of the
Trustee and shall be subject to its withdrawal in accordance with Section
3.05(b) or (c), as the case may be. Whether or not the Special Servicer directs
the investment of funds in the REO Account, interest and investment income
realized on funds deposited therein, to the extent of the Net Investment
Earnings, if any, for such Investment Account for each Collection Period, shall
be for the sole and exclusive benefit of the Special Servicer and shall be
subject to its withdrawal in accordance with Section 3.16(b). If any loss shall
be incurred in respect of any Permitted Investment on deposit in the Certificate
Account, and to the extent the Master Servicer has discretion to direct

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the investment of funds in any Lock-Box Account or any Cash Collateral Account
for its sole and exclusive benefit, the Master Servicer shall deposit therein,
no later than the end of the Collection Period during which such loss was
incurred, without right of reimbursement, the amount of the Net Investment Loss,
if any, with respect to such account for such Collection Period. If any loss
shall be incurred in respect of any Permitted Investment on deposit in the
Distribution Account, the Excess Liquidation Proceeds Reserve Account or the
Interest Reserve Account, the Trustee shall immediately deposit therein, without
right of reimbursement, the amount of the Net Investment Loss, if any, with
respect to such account. If any loss shall be incurred in respect of any
Permitted Investment on deposit in the REO Account, the Special Servicer shall
promptly deposit therein from its own funds, without right of reimbursement, no
later than the end of the Collection Period during which such loss was incurred,
the amount of the Net Investment Loss, if any, for such Collection Period

     (c) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment, the Trustee may and, subject to Section 8.02, upon the request of
Holders of Certificates entitled to a majority of the Voting Rights allocated to
any Class shall take such action as may be appropriate to enforce such payment
or performance, including the institution and prosecution of appropriate
proceedings.

     SECTION 3.07 Maintenance of Insurance Policies; Errors and Omissions and
Fidelity Coverage.

     (a) Each of the Master Servicer (in the case of Mortgage Loans other than
the Mesa Grande Loan A2 and Specially Serviced Mortgage Loans) and the Special
Servicer (in the case of Specially Serviced Mortgage Loans) shall use reasonable
efforts to cause each Mortgagor to maintain in respect of the related Mortgaged
Property all insurance coverage as is required under the related Mortgage (to
the extent such insurance coverage is available at commercially reasonable terms
as determined by the Master Servicer or Special Servicer, as applicable);
provided that if any Mortgage permits the holder thereof to dictate to the
Mortgagor the insurance coverage to be maintained on such Mortgaged Property,
the Master Servicer or the Special Servicer, as appropriate, shall impose such
insurance requirements as are consistent with the Servicing Standard. If a
Mortgagor fails to maintain such insurance, the Master Servicer (at the
direction of the Special Servicer in the case of a Specially Serviced Mortgage
Loan) shall (to the extent available at commercially reasonable terms as
determined by the Master Servicer, which shall be entitled to rely (at its own
expense) on an opinion of counsel or insurance consultants in making such
determination) obtain such insurance (which may be through a master or single
interest policy) and the cost (including any deductible relating to such
insurance and any out of pocket cost incurred by the Master Servicer in
obtaining advice of counsel or insurance consultants) of such insurance (or in
the case of a master or single interest policy, the incremental cost (including
any deductible relating to such insurance) of such insurance relating to the
specific Mortgaged Property), shall be a Servicing Advance and shall be
recoverable by the Master Servicer pursuant to Section 3.05(a). If the Master
Servicer or Special Servicer, as the case may be, determines in accordance with
the preceding provisions of this paragraph that the applicable insurance is not
available at commercially reasonable terms, the Master Servicer or the Special
Servicer, as the case may be, shall notify the Majority Certificateholder of the
Controlling Class and the Rating Agencies of such determination. If at any time
a Mortgaged

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Property related to a Mortgage Loan serviced hereunder is located in an area
identified in the Flood Hazard Boundary Map or Flood Insurance Rate Map issued
by the Federal Emergency Management Agency as having special flood hazards or it
becomes located in such area by virtue of remapping conducted by such agency
(and flood insurance has been made available), the Master Servicer (or in the
case of a Specially Serviced Mortgage Loan, the Special Servicer) shall, if and
to the extent that the Mortgage Loan requires the Mortgagor or permits the
mortgagee to require the Mortgagor to do so, use reasonable efforts to cause the
related Mortgagor to maintain a flood insurance policy meeting the requirements
of the current guideline of the Federal Insurance Administration in the maximum
amount of insurance coverage available under the National Flood Insurance Act of
1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance
Reform Act of 1994, as amended, unless otherwise specified by the related
Mortgage Loan. With respect to any Mortgage Loan other than the Mesa Grande Loan
A2, if (i) the Mortgagor is required by the terms of the Mortgage Loan to
maintain such insurance (or becomes obligated by virtue of the related Mortgaged
Property becoming located in such area by virtue of such remapping) or (ii) the
terms of the Mortgage Loan permit the mortgagee to require the Mortgagor to
obtain such insurance, the Master Servicer (or in the case of a Specially
Serviced Loan, the Special Servicer), shall promptly notify the Mortgagor of its
obligation to obtain such insurance. If the Mortgagor fails to obtain such flood
insurance within 120 days of such notification, the Master Servicer (or in the
case of a Specially Serviced Mortgage Loan, the Special Servicer) shall obtain
such insurance, the cost of which shall be a Servicing Advance and shall be
recoverable by the Master Servicer pursuant to Section 3.05(a); provided that
the Master Servicer or Special Servicer shall not be required to incur any such
cost if such Advance would constitute a Nonrecoverable Servicing Advance;
provided further, if the Master Servicer or Special Servicer, as applicable,
shall determine that the payment of such amount is (i) necessary to preserve the
related Mortgaged Property and (ii) would be in the best interest of the
Certificateholders, then the Master Servicer shall make such payment from
amounts in the Certificate Account. Subject to Section 3.17(a), the Special
Servicer shall also use reasonable efforts to cause to be maintained for each
REO Property (to the extent available at commercially reasonable terms) no less
insurance coverage than was previously required of the Mortgagor under the
related Mortgage or as is consistent with the Servicing Standard. All such
insurance policies shall contain a "standard" mortgagee clause, with loss
payable to the Master Servicer (in the case of Mortgaged Properties) or the
Special Servicer (in the case of REO Properties) on behalf of the Trustee, and
shall be issued by an insurer authorized under applicable law to issue such
insurance. Any amounts collected by the Master Servicer or the Special Servicer
under any such policies (other than amounts to be applied to the restoration or
repair of the related Mortgaged Property or REO Property or amounts to be
released to the related Mortgagor, in each case in accordance with applicable
law, the terms of the related Mortgage Loan documents and the Servicing
Standard) shall be deposited in the Certificate Account, subject to withdrawal
pursuant to Section 3.05(a), in the case of amounts received in respect of a
Mortgage Loan, or in the REO Account, subject to withdrawal pursuant to Section
3.16(c), in the case of amounts received in respect of an REO Property. Any cost
incurred by the Master Servicer or the Special Servicer in maintaining any such
insurance shall not, for purposes hereof, including, without limitation,
calculating monthly distributions to Certificateholders, be added to the
outstanding principal balance of the related Mortgage Loan, notwithstanding that
the terms of such Mortgage Loan so permit, but shall be recoverable by the
Master Servicer as a Servicing Advance pursuant to Section 3.05(a).

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     (b) (i) If the Master Servicer or the Special Servicer obtains and
maintains a blanket policy insuring against hazard losses on all of the
Mortgaged Properties and/or REO Properties for which it is responsible to cause
the maintenance of insurance hereunder, then, to the extent such policy provides
protection equivalent to the individual policies otherwise required, the Master
Servicer or the Special Servicer, as the case may be, shall conclusively be
deemed to have satisfied its obligation to cause hazard insurance to be
maintained on such Mortgaged Properties and/or REO Properties. Such policy may
contain a deductible clause (not in excess of a customary amount), in which case
the Master Servicer or the Special Servicer, as appropriate, shall, if there
shall not have been maintained on a Mortgaged Property or an REO Property a
hazard insurance policy complying with the requirements of Section 3.07(a), and
there shall have been one or more losses which would have been covered by such
policy, promptly deposit into the Certificate Account (or into the Servicing
Account if insurance proceeds are to be applied to the repair or restoration of
the applicable Mortgaged Property or disbursed to the related Mortgagor) from
its own funds the amount not otherwise payable under the blanket policy because
of such deductible clause to the extent that any such deductible exceeds the
deductible limitation that pertained to the related Mortgage Loan, or, in the
absence of any such deductible limitation, the deductible limitation which is
consistent with the Servicing Standard. The Master Servicer and the Special
Servicer each agrees to prepare and present, on behalf of itself, the Trustee
and the Certificateholders, claims under any such blanket policy maintained by
it in a timely fashion in accordance with the terms of such policy.

         (ii) If the Master Servicer or the Special Servicer, as applicable,
causes any Mortgaged Property or REO Property to be covered by a master force
placed insurance policy, which provides protection equivalent to the individual
policies otherwise required, the Master Servicer or Special Servicer shall
conclusively be deemed to have satisfied its respective obligations to cause
hazard insurance to be maintained on such Mortgaged Properties and/or REO
Properties. Such policy may contain a deductible clause, in which case the
Master Servicer or the Special Servicer, as applicable, shall in the event that
(x) there shall not have been maintained on the related Mortgaged Property or
REO Property a policy otherwise complying with the provisions of Section
3.07(a), and (y) there shall have been one or more losses which would have been
covered by such a policy had it been maintained, immediately deposit into the
Certificate Account (or into the Servicing Account if insurance proceeds are to
be applied to the repair or restoration of the applicable Mortgaged Property or
disbursed to the related Mortgagor) from its own funds the amount not otherwise
payable under such policy because of such deductible to the extent that any such
deductible exceeds the deductible limitation that pertained to the related
Mortgage Loan, or, in the absence of any such deductible limitation, the
deductible limitation which is consistent with the Servicing Standard. The
Master Servicer and the Special Servicer each agrees to prepare and present, on
behalf of itself, the Trustee and the Certificateholders, claims under any such
master force placed insurance policy maintained by it in a timely fashion in
accordance with the terms of such policy.

     (c) Each of the Master Servicer and the Special Servicer shall obtain and
maintain at its own expense and keep in full force and effect throughout the
term of this Agreement a blanket fidelity bond and an errors and omissions
insurance policy covering its officers and employees and other persons acting on
behalf of it in connection with its activities under this Agreement and naming
the Trustee as an additional insured. The amount of coverage shall be at least
equal to the coverage that would be required by FNMA or FHLMC, whichever is

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greater, with respect to the Master Servicer or Special Servicer, as the case
may be, if the Master Servicer or Special Servicer, as the case may be, were
servicing and administering the Mortgage Loans and/or the REO Properties for
which it is responsible hereunder for FNMA or FHLMC. Coverage of the Master
Servicer or the Special Servicer under a policy or bond obtained by an Affiliate
of such Person and providing the coverage required by this Section 3.07(c) shall
satisfy the requirements of this Section 3.07(c).

     (d) All insurance coverage required to be maintained by the Master Servicer
or Special Servicer, as applicable, under this Section 3.07 shall be obtained
from Qualified Insurers having a claims paying ability rating (or the
obligations of which are guaranteed or backed by a company having such claims
paying ability rating or insurance financial strength rating, as applicable) of
not less than (x) "A" by Standard & Poor's, (y) "A2" by Moody's and (z) "A" by
Fitch; provided, however, that the requirements of clauses (x), (y) or (z) shall
not be applicable with respect to Standard & Poor's, Moody's or Fitch, as
applicable, if the related Rating Agency shall have confirmed in writing that an
insurance company with a lower claims paying ability rating shall not result, in
and of itself, in a downgrade, qualification or withdrawal of the then current
ratings by such Rating Agency of any Class of Certificates.

     SECTION 3.08 Enforcement of Due-On-Sale Clauses; Assumption Agreements;
Subordinate Financing; Defeasance.

     (a) As to each Mortgage Loan (other than the Mesa Grande Loan A2) which
contains a provision in the nature of a "due-on-sale" clause, which by its
terms:

         (i) provides that such Mortgage Loan shall (or may at the mortgagee's
option) become due and payable upon the sale or other transfer of an interest in
the related Mortgaged Property; or

         (ii) provides that such Mortgage Loan may not be assumed without the
consent of the mortgagee in connection with any such sale or other transfer,

then, for so long as such Mortgage Loan is included in the Trust Fund, the
Special Servicer, on behalf of the Trustee as the mortgagee of record, shall
exercise (or, subject to Section 3.21(a)(iv), waive its right to exercise) any
right it may have with respect to such Mortgage Loan (x) to accelerate the
payments thereon, or (y) to withhold its consent to any such sale or other
transfer, in a manner consistent with the Servicing Standard. In the event that
the Special Servicer intends or is required, in accordance with the preceding
sentence, by the Mortgage Loan documents or applicable law, to permit the
transfer of any Mortgaged Property, the Special Servicer, if consistent with the
Servicing Standard, may enter into an assumption and modification agreement with
the Person to whom the related Mortgaged Property has been or is intended to be
conveyed or may enter into a substitution of liability agreement, pursuant to
which the original Mortgagor and any original guarantors are released from
liability, and the transferee and any new guarantors are substituted therefor
and become liable under the Mortgage Note and any related guaranties and, in
connection therewith, may require from the related Mortgagor a reasonable and
customary fee for the additional services performed by it, together with
reimbursement for any related costs and expenses incurred by it (but only to the
extent that charging such fee and entering into such assumption and modification
agreement will not be a significant modification

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of the Mortgage Loan for purposes of the REMIC Provisions). The Special Servicer
shall promptly notify the Trustee of any such agreement and forward the original
thereof to the Trustee for inclusion in the related Mortgage File. Subject to
Section 3.21(a), if the Special Servicer intends or is required to permit the
transfer of any Mortgaged Property and enter into an assumption agreement or a
substitution of liability agreement, as the case may be, in accordance with the
foregoing, the Special Servicer shall submit to (A) Moody's, in the case of any
Mortgage Loan that has an outstanding principal balance in excess of the lesser
of (1) $20,000,000 or (2) 5% of the then outstanding principal balance of the
Mortgage Pool; (B) Standard & Poor's, in the case of any Mortgage Loan or any
group of Cross-Collateralized Mortgage Loans that has, or any Mortgage Loan that
is part of a Related Borrower Group that has, an outstanding principal balance
in excess of 5% of the then outstanding principal balance of the Mortgage Pool;
and (C) Fitch (in the case of any Mortgage Loan that is, or any Mortgage Loan
that is part of a Related Borrower Group that is, one of the ten largest
Mortgage Loan concentrations (based on Stated Principal Balance) in the Mortgage
Pool), a copy of such documentation and any information with respect to such
action as the Special Servicer deems appropriate or as such Rating Agency may
reasonably request, and shall obtain Rating Agency Confirmation from Moody's (in
the case of any Mortgage Loan described in clause (A) above), Standard & Poor's
(in the case of any Mortgage Loan described in clause (B) above) and Fitch (in
the case of any Mortgage Loan described in clause (C) above) prior to executing
such assumption agreement or substitution of liability agreement.

     (b) As to each Mortgage Loan (other than the Mesa Grande Loan A2) which
contains a provision in the nature of a "due-on-encumbrance" clause, which by
its terms:

         (i) provides that such Mortgage Loan shall (or may at the mortgagee's
option) become due and payable upon the creation of any additional lien or other
encumbrance on the related Mortgaged Property; or

         (ii) requires the consent of the mortgagee to the creation of any such
additional lien or other encumbrance on the related Mortgaged Property,

then, for so long as such Mortgage Loan is included in the Trust Fund, the
Special Servicer on behalf of the Trustee as the mortgagee of record, shall
exercise (or, subject to Section 3.21(a)(iv), waive its right to exercise) any
right it may have with respect to such Mortgage Loan (x) to accelerate the
payments thereon, or (y) to withhold its consent to the creation of any such
additional lien or other encumbrance, in a manner consistent with the Servicing
Standard; provided, however that the Special Servicer shall not waive its right
to exercise any such right when such right arises as a result of the imposition
of a lien against a Mortgaged Property which lien secures additional
indebtedness or a mechanic's or similar lien not permitted under the related
Mortgage Loan documents unless the Special Servicer shall submit to (A) Moody's
(in the case of any Mortgage Loan that has an outstanding principal balance in
excess of the lesser of (1) $20,000,000 or (2) 5% of the then outstanding
principal balance of the Mortgage Pool, (B) Standard & Poor's (in all cases) and
(C) Fitch (in the case of any Mortgage Loan that is, or any Mortgage Loan that
is part of a Related Borrower Group that is, one of the ten largest Mortgage
Loan concentrations (based on Stated Principal Balance) in the Mortgage Pool) a
copy of the documentation under which any such lien would arise together with
such other information with respect to such proposed waiver as the Special
Servicer deems appropriate or as such Rating

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Agency may reasonably request, and shall obtain Rating Agency Confirmation from
Moody's (in the case of any Mortgage Loan described in clause (A) above),
Standard & Poor's (in all cases) and Fitch (in the case of any Mortgage Loan
described in clause (C) above) prior to waiving any such right.

     (c) Notwithstanding the foregoing, the Master Servicer shall not waive any
rights under a "due-on-sale" or "due-on-encumbrance" clause with respect to any
Mortgage Loan unless (i) the Master Servicer shall have notified the Special
Servicer of such waiver, (ii) the Master Servicer shall have submitted the
Master Servicer's written recommendation and analysis to the Special Servicer,
(iii) the Master Servicer shall have submitted to the Special Servicer the
documents within the possession of the Master Servicer that are reasonably
requested by the Special Servicer, (iv) the Special Servicer shall have approved
such waiver, notified the Majority Certificateholder of the Controlling Class of
the request for the waiver and of the Master Servicer's and its own approval and
submitted to the Majority Certificateholder of the Controlling Class each of the
documents submitted to the Special Servicer by the Master Servicer and (v) the
Majority Certificateholder of the Controlling Class shall have informed the
Special Servicer that it has approved such waiver; provided, however, that the
Special Servicer shall advise the Majority Certificateholder of the Controlling
Class of its approval (if any) of such waiver promptly upon (but in no case to
exceed 10 Business Days) its receipt of such notice, recommendations, analysis,
and reasonably requested documents from the Master Servicer; and, provided,
further, that if the Majority Certificateholder of the Controlling Class does
not reject such recommendation within 5 Business Days of its receipt of the
Special Servicer's recommendation and any additional documents and information
that the Majority Certificateholder of the Controlling Class may reasonably
request, then the waiver shall be deemed approved. Neither the Master Servicer
nor the Special Servicer shall approve such waiver unless the Mortgagor shall
agree to pay all fees and costs associated with such waiver (unless such
condition shall have been waived by the Majority Certificateholder of the
Controlling Class or the related Mortgage Loan Documents specifically preclude
this requirement).

     (d) With respect to any Mortgage Loan (other than the Mesa Grande Loan A2)
which permits release of Mortgaged Properties through a Defeasance Option, the
Master Servicer shall, to the extent consistent with and permitted by the
applicable Mortgage Loan documents, permit (or, if the terms of such Mortgage
Loan permit the lender to require defeasance, the Master Servicer shall require)
the exercise of such Defeasance Option on any Due Date occurring more than two
years after the Startup Day or, in the case of a Mortgage Loan owned by the
Cardinal-Blossom Corners II REMIC or the Mesa Grande REMIC, more than two years
after the "startup day" for such REMIC (in each case, the "Release Date"),
subject to the following conditions:

         (i) No event of default exists under the related Mortgage Note;

         (ii) The Mortgagor pays on such Release Date (A) all interest accrued
and unpaid on the Principal Balance of the Mortgage Note to and including the
Release Date; (B) all other sums, excluding scheduled interest or principal
payments due under the Mortgage Note and (C) any costs and expenses incurred in
connection with such release;

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         (iii) The Mortgagor has delivered Defeasance Collateral providing
payments on or prior to all successive scheduled payment dates from the Release
Date to the related Maturity Date, and in an amount equal to or greater than the
scheduled payments due on such dates under the applicable Mortgage Loan;

         (iv) The Mortgagor shall have delivered a security agreement granting
the Trustee (on behalf of the Trust Fund) a first priority security interest in
the Defeasance Collateral;

         (v) The Master Servicer shall have received an Opinion of Counsel from
the related Mortgagor (which shall be an expense of the related Mortgagor) to
the effect that the Trustee (on behalf of the Trust Fund) has a first priority
security interest in the Defeasance Collateral and that the assignment thereof
is valid and enforceable;

         (vi) The Master Servicer shall have obtained at the related Mortgagor's
expense a certificate from an Independent certified public accountant certifying
that the Defeasance Collateral complies with the requirements of the related
Mortgage Note;

         (vii) The Master Servicer shall have obtained an Opinion of Counsel
from the related Mortgagor to the effect that such release will not cause any of
REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that
any Certificates are outstanding or cause a tax to be imposed on the Trust Fund
under the REMIC Provisions;

         (viii) The related borrower shall have provided evidence to the Master
Servicer demonstrating that the lien of the related Mortgage is being released
to facilitate the disposition of the Mortgaged Property or another customary
commercial transaction, and not as part of an arrangement to collateralize the
Certificates issued by the related REMIC with obligations that are not real
estate mortgages;

         (ix) If required by the terms of such Mortgage Loan, (A) the Master
Servicer shall have received Rating Agency Confirmation from each of Moody's and
Standard & Poor's with respect to the exercise of such Defeasance Option,
provided that if the Master Servicer provides Standard & Poor's with the written
certification substantially in the form of Exhibit J attached hereto, the Master
Servicer shall be required to have received such Rating Agency Confirmation from
Standard & Poor's only as to any Mortgage Loan that has an outstanding principal
balance in excess of the lesser of (1) $5,000,000 or (2) 1% of the then
outstanding principal balance of the Mortgage Pool, and (B) the Master Servicer
shall have received Rating Agency Confirmation from (x) Moody's with respect to
the exercise of such Defeasance Option only as to any Mortgage Loan that has an
outstanding principal balance in excess of the lesser of (1) $20,000,000 or (2)
5% of the then outstanding principal balance of the Mortgage Pool and (y) Fitch
with respect to the exercise of such Defeasance Option only as to any Mortgage
Loan that is, or any Mortgage Loan that is part of a Related Borrower Group that
is, one of the ten largest Mortgage Loan concentrations (based on Stated
Principal Balance) in the Mortgage Pool; and

         (x) if the Defeasance Option is being exercised to release less than
all of the Mortgaged Properties securing either a Cross-Collateralized Mortgage
Loan or a Mortgage

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Loan secured by multiple Mortgaged Properties, the related borrower shall have
provided evidence satisfactory to both the Master Servicer and the Special
Servicer that demonstrates compliance with any debt service coverage ratio,
loan-to-value ratio or other financial tests or conditions specified in the
applicable Mortgage Loan in connection with the exercise of such Defeasance
Option.

     (e) Nothing in this Section 3.08 shall constitute a waiver of the Trustee's
right, as the mortgagee of record, to receive notice of any assumption of a
Mortgage Loan, any sale or other transfer of the related Mortgaged Property or
the creation of any additional lien or other encumbrance with respect to such
Mortgaged Property.

     (f) Except as otherwise permitted by Section 3.21, neither the Master
Servicer nor the Special Servicer shall agree to modify, waive or amend any term
of any Mortgage Loan in connection with the taking of, or the failure to take,
any action pursuant to this Section 3.08.

     (g) In the event that the Master Servicer receives a request from any
Mortgagor for consent to (i) the transfer of a Mortgaged Property or assumption
of a Mortgage Loan pursuant to Section 3.08(a) or (ii) the creation of an
additional lien or encumbrance on a Mortgaged Property pursuant to Section
3.08(b), the Master Servicer shall notify the Special Servicer of such request
and furnish to the Special Servicer any applicable transfer, assumption,
encumbrance or related documentation which the Master Servicer has received in
connection with such request.

     SECTION 3.09 Realization Upon Defaulted Mortgage Loans.

     (a) The Master Servicer shall notify the Special Servicer of the occurrence
of a Servicing Transfer Event in respect of any Mortgage Loan (other than the
Mesa Grande Loan A2). The Special Servicer shall monitor such Specially Serviced
Mortgage Loan, evaluate whether the causes of the default can be corrected over
a reasonable period without significant impairment of the value of the related
Mortgaged Property, initiate corrective action in cooperation with the Mortgagor
if, in the Special Servicer's judgment, cure is likely, and take such other
actions (including without limitation, negotiating and accepting a discounted
payoff of such Mortgage Loan) as are consistent with the Servicing Standard. If,
in the Special Servicer's judgment, such corrective action has been
unsuccessful, no satisfactory arrangement can be made for collection of
delinquent payments, and the Defaulted Mortgage Loan has not been released from
the Trust Fund pursuant to any provision hereof, then the Special Servicer
shall, subject to subsections (b) through (d) of this Section 3.09, exercise
reasonable efforts, consistent with the Servicing Standard, to foreclose upon or
otherwise comparably convert (which may include an REO Acquisition) the
ownership of property securing such Mortgage Loan. The foregoing is subject to
the provision that, in any case in which a Mortgaged Property shall have
suffered damage from an Uninsured Cause, the Master Servicer and the Special
Servicer shall have the right but not the obligation to expend its own funds
toward the restoration of such property if it shall determine in its reasonable
discretion (i) that such restoration will increase the net proceeds of
liquidation of such Mortgaged Property to Certificateholders after reimbursement
to itself for such expenses, and (ii) that such expenses will be recoverable by
the Master Servicer or Special Servicer, as the case may be, out of the proceeds
of liquidation of such Mortgaged Property, as contemplated in Section 3.05(a).
The Master Servicer shall

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advance all other costs and expenses incurred by the Special Servicer in any
such proceedings, subject to its being entitled to reimbursement therefor as a
Servicing Advance as provided in Section 3.05(a) and further subject to the
Special Servicer being required to pay out of the related Liquidation Proceeds
any Liquidation Expenses incurred in respect of any Mortgage Loan, which
Liquidation Expenses were outstanding at the time such proceeds are received.
When applicable state law permits the Special Servicer to select between
judicial and non-judicial foreclosure in respect of any Mortgaged Property, the
Special Servicer shall make such selection in a manner consistent with the
Servicing Standard. Nothing contained in this Section 3.09 shall be construed so
as to require the Special Servicer, on behalf of the Trust Fund, to make a bid
on any Mortgaged Property at a foreclosure sale or similar proceeding that is in
excess of the fair market value of such property, as determined by the Special
Servicer in its sole judgment taking into account the factors described in
Section 3.19 and the results of any Appraisal obtained pursuant to this
Agreement, all such bids to be made in a manner consistent with the Servicing
Standard. If and when the Master Servicer or the Special Servicer deems it
necessary and prudent for purposes of establishing the fair market value of any
Mortgaged Property securing a Defaulted Mortgage Loan (other than the Mesa
Grande Loan A2), whether for purposes of bidding at foreclosure or otherwise,
the Master Servicer or the Special Servicer, as the case may be, is authorized
to have an Appraisal performed with respect to such property (the cost of which
Appraisal shall be covered by, and reimbursable as, an Additional Trust Fund
Expense.

     (b) The Special Servicer shall not acquire any personal property pursuant
to this Section 3.09 (with the exception of cash or cash equivalents pledged as
collateral for a Mortgage Loan) unless either:

         (i) such personal property is incident to real property (within the
meaning of Section 856(e)(1) of the Code) so acquired by the Special Servicer;
or

         (ii) the Special Servicer shall have obtained an Opinion of Counsel
(the cost of which may be withdrawn from the Certificate Account pursuant to
Section 3.05(a)) to the effect that the holding of such personal property by the
Trust Fund will not (subject to Section 10.01(f)) cause the imposition of a tax
on the Trust Fund under the REMIC Provisions or cause any of REMIC I, REMIC II
or REMIC III to fail to qualify as a REMIC at any time that any Certificate is
outstanding.

     (c) Notwithstanding the foregoing provisions of this Section 3.09, the
Special Servicer shall not, on behalf of the Trustee, initiate foreclosure
proceedings, obtain title to a Mortgaged Property in lieu of foreclosure or
otherwise, have a receiver of rents appointed with respect to any Mortgaged
Property, or take any other action with respect to any Mortgaged Property, if,
as a result of any such action, the Trustee, on behalf of the
Certificateholders, would be considered to hold title to, to be a
"mortgagee-in-possession" of, or to be an "owner" or "operator" of such
Mortgaged Property within the meaning of CERCLA or any comparable law, unless
(as evidenced by an Officer's Certificate to such effect delivered to the
Trustee) the Special Servicer has previously received an Environmental
Assessment in respect of such Mortgaged Property prepared within the twelve
months preceding such determination by a Person who regularly conducts
Environmental Assessments and the Special Servicer, based solely (as to
environmental matters and related costs) on the information set forth in such
Environmental Assessment, determines that:

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         (i) the Mortgaged Property is in compliance with applicable
environmental laws and regulations or, if not, that acquiring such Mortgaged
Property and taking such actions as are necessary to bring the Mortgaged
Property in compliance therewith is reasonably likely to produce a greater
recovery to Certificateholders on a present value basis than not acquiring such
Mortgaged Property and not taking such actions; and

         (ii) there are no circumstances or conditions present at the Mortgaged
Property relating to the use, management or disposal of Hazardous Materials for
which investigations, testing, monitoring, containment, clean-up or remediation
could be required under any applicable environmental laws and regulations or, if
such circumstances or conditions are present for which any such action could be
required, that acquiring such Mortgaged Property and taking such actions with
respect to such Mortgaged Property is reasonably likely to produce a greater
recovery to Certificateholders on a present value basis than not acquiring such
Mortgaged Property and not taking such actions.

     The cost of any such Environmental Assessment, as well as the cost of any
remedial, corrective or other further action contemplated by clause (i) and/or
clause (ii) of the preceding sentence, may be withdrawn from the Certificate
Account by the Master Servicer at the direction of the Special Servicer pursuant
to Section 3.05(a); and if any such Environmental Assessment so warrants, the
Special Servicer shall, at the expense of the Trust Fund, perform such
additional environmental testing as are consistent with the Servicing Standard
to determine whether the conditions described in clauses (i) and (ii) of the
preceding sentence have been satisfied.

     (d) If the environmental testing contemplated by subsection (c) above
establishes that either of the conditions set forth in clauses (i) and (ii) of
the first sentence thereof has not been satisfied with respect to any Mortgaged
Property securing a Defaulted Mortgage Loan serviced hereunder, then the Special
Servicer shall take such action as it deems to be in the best economic interest
of the Trust Fund (other than proceeding to acquire title to the Mortgaged
Property) and is hereby authorized at such time as it deems appropriate to
release all or a portion of such Mortgaged Property from the lien of the related
Mortgage.

     (e) The Special Servicer shall provide written reports monthly to the
Master Servicer (who shall forward such reports to the Trustee, who shall, upon
request, forward such reports to the Certificateholders) regarding any actions
taken by the Special Servicer with respect to any Mortgaged Property securing a
Defaulted Mortgage Loan serviced hereunder as to which the environmental testing
contemplated in subsection (c) above has revealed that either of the conditions
set forth in clauses (i) and (ii) of the first sentence thereof has not been
satisfied, in each case until the earliest to occur of satisfaction of both such
conditions, removal of the related Mortgage Loan from the Trust Fund and release
of the lien of the related Mortgage on such Mortgaged Property.

     (f) The Special Servicer shall report to the Internal Revenue Service and
the related Mortgagor, in the manner required by applicable law, the information
required to be reported regarding any Mortgaged Property which is abandoned or
foreclosed, information returns with respect to the receipt of mortgage
interests received in a trade or business and the information returns relating
to cancellation of indebtedness income with respect to any

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Mortgaged Property required by Sections 6050J, 6050H and 6050P, respectively, of
the Code. Such reports shall be in form and substance sufficient to meet the
reporting requirements imposed by Sections 6050J, 6050H and 6050P of the Code.
The Special Servicer shall deliver a copy of any such report upon request to the
Trustee.

     (g) The Special Servicer shall have the right to determine, in accordance
with the Servicing Standard, the advisability of the maintenance of an action to
obtain a deficiency judgment in respect of a Mortgage Loan serviced hereunder if
the state in which the Mortgaged Property is located and the terms of the
Mortgage Loan permit such an action.

     (h) The Special Servicer shall maintain accurate records of each Final
Recovery Determination in respect of a Defaulted Mortgage Loan or REO Property
serviced hereunder and the basis thereof. Each Final Recovery Determination
shall be evidenced by an Officer's Certificate delivered to the Trustee no later
than the 10th Business Day following such Final Recovery Determination.

     SECTION 3.10 Trustee to Cooperate; Release of Mortgage Files.

     (a) Upon the payment in full of any Mortgage Loan, or the receipt by the
Master Servicer or the Special Servicer of a notification that payment in full
shall be escrowed in a manner customary for such purposes, the Master Servicer
or the Special Servicer, as the case may be, will immediately notify the Trustee
and request delivery of the related Mortgage File. Any such notice and request
shall be in the form of a Request for Release signed by a Servicing Officer and
shall include a statement to the effect that all amounts received or to be
received in connection with such payment which are required to be deposited in
the Certificate Account pursuant to Section 3.04(a) have been or will be so
deposited. Within seven Business Days (or within such shorter period as release
can reasonably be accomplished if the Master Servicer or the Special Servicer
notifies the Trustee of an exigency) of receipt of such notice and request, the
Trustee shall release, or cause any related Custodian to release, the related
Mortgage File to the Master Servicer or the Special Servicer, whichever
requested it. No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Certificate
Account.

     (b) From time to time as is appropriate for servicing or foreclosure of any
Mortgage Loan, the Master Servicer or the Special Servicer may deliver to the
Trustee a Request for Release signed by a Servicing Officer thereof. Upon
receipt of the foregoing, the Trustee shall deliver or cause the related
Custodian to deliver the Mortgage File or any document therein to the Master
Servicer or the Special Servicer, as the case may be. Upon return of such
Mortgage File or such document to the Trustee or the related Custodian, or the
delivery to the Trustee of a certificate of a Servicing Officer stating that
such Mortgage Loan was liquidated and that all amounts received or to be
received in connection with such liquidation which are required to be deposited
into the Certificate Account pursuant to Section 3.04(a) have been or will be so
deposited, or that such Mortgage Loan has become an REO Property, the Request
for Release shall be released by the Trustee to the Master Servicer or the
Special Servicer, as applicable.

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     (c) Within three Business Days (or within such shorter period as delivery
can reasonably be accomplished if the Special Servicer notifies the Trustee of
an exigency) of receipt thereof, the Trustee shall execute and deliver to the
Special Servicer any court pleadings, requests for trustee's sale or other
documents necessary to the foreclosure or trustee's sale in respect of a
Mortgaged Property or to any legal action brought to obtain judgment against any
Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment,
or to enforce any other remedies or rights provided by the Mortgage Note or
Mortgage or otherwise available at law or in equity. The Special Servicer shall
be responsible for the preparation of all such documents and pleadings. When
submitted to the Trustee for signature, such documents or pleadings shall be
accompanied by a certificate of a Servicing Officer requesting that such
pleadings or documents be executed by the Trustee and certifying as to the
reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee will not invalidate or otherwise affect the lien
of the Mortgage, except for the termination of such a lien upon completion of
the foreclosure or trustee's sale.

     SECTION 3.11 Servicing Compensation; Nonrecoverable Servicing Advances.

     (a) As compensation for its activities hereunder, the Master Servicer shall
be entitled to receive the Servicing Fee with respect to each Mortgage Loan and
each REO Loan. As to each Mortgage Loan and each REO Loan, the Servicing Fee
shall accrue from time to time at the Servicing Fee Rate and shall be computed
on the same basis and the same principal amount respecting which any related
interest payment due on such Mortgage Loan or deemed to be due on such REO Loan
is computed. The Servicing Fee with respect to any Mortgage Loan or any REO Loan
shall cease to accrue if a Liquidation Event occurs in respect thereof. The
Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments
of interest on each Mortgage Loan (other than the Mesa Grande Loan A2), REO
Revenues allocable as interest on each REO Loan and the interest portion of
Delinquency Advances on such Mortgage Loan (other than the Mesa Grande Loan A2)
and REO Loan. The Master Servicer shall be entitled to recover unpaid Servicing
Fees in respect of any Mortgage Loan (other than the Mesa Grande Loan A2) or REO
Loan out of that portion of related Insurance Proceeds or Liquidation Proceeds
allocable as recoveries of interest, to the extent permitted by Section 3.05(a).
The right to receive the Servicing Fee may not be transferred in whole or in
part except in connection with the transfer of all of the Master Servicer's
responsibilities and obligations under this Agreement.

     (b) Additional servicing compensation in the form of assumption fees,
modification fees, earnout fees, charges for beneficiary statements or demands,
amounts collected for checks returned for insufficient funds and any similar or
ancillary fees (excluding any other amounts relating to Prepayment Premiums), in
each case to the extent actually paid by a Mortgagor with respect to a Mortgage
Loan (other than the Mesa Grande Loan A2) that is not a Specially Serviced
Mortgage Loan, is not required to be deposited in the Certificate Account and,
to the extent not required to be paid to the Special Servicer pursuant to
Section 3.11(d), may be retained by the Master Servicer. The Master Servicer
shall also be entitled to additional servicing compensation in the form of (i)
any Prepayment Interest Excesses, Balloon Payment Interest Excesses, and further
to the extent received on Mortgage Loans other than Specially Serviced Mortgage
Loans, any Penalty Charges not allocable to pay Advance Interest collected on
the Mortgage Loans; (ii) interest or other income earned on deposits in the
Investment Accounts (other than the REO Account), in accordance with Section
3.06(b) (but only to the

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extent of the Net Investment Earnings, if any, with respect to each such
Investment Account for each Collection Period), and (iii) to the extent not
required to be paid to any Mortgagor under applicable law or under the related
Mortgage, any interest or other income earned on deposits in the Servicing
Accounts and Reserve Accounts maintained thereby. The Master Servicer shall be
required to pay out of its own funds all overhead and general and administrative
expenses incurred by it in connection with its servicing activities hereunder
(including, without limitation, payment of any amounts due and owing to any
Sub-Servicers retained by it and the premiums for any blanket policy insuring
against hazard losses pursuant to Section 3.07(b)), if and to the extent such
expenses are not payable directly out of the Certificate Account, and the Master
Servicer shall not be entitled to reimbursement therefor except as expressly
provided in this Agreement.

     (c) As compensation for its activities hereunder, the Special Servicer
shall be entitled to receive the Special Servicing Fee with respect to each
Specially Serviced Mortgage Loan and each REO Loan. As to each Specially
Serviced Mortgage Loan and each such REO Loan, the Special Servicing Fee shall
accrue from time to time at the Special Servicing Fee Rate on the same basis and
the same principal amount respecting which any related interest payment due on
such Specially Serviced Mortgage Loan or deemed to be due on such REO Loan is
computed. The Special Servicing Fee with respect to each Specially Serviced
Mortgage Loan and each REO Loan shall cease to accrue as of the date a
Liquidation Event occurs in respect thereof. As to each Specially Serviced
Mortgage Loan and each REO Loan, earned but unpaid Special Servicing Fees shall
be payable monthly out of general collections on the Mortgage Loans and any REO
Properties on deposit in the Certificate Account pursuant to Section 3.05(a).

     As further compensation for its activities hereunder, the Special Servicer
shall be entitled to receive the Workout Fee with respect to each Corrected
Mortgage Loan. As to each Corrected Mortgage Loan, the Workout Fee shall be
payable from, and shall be calculated by application of the Workout Fee Rate to,
each collection of interest and principal received on such Corrected Mortgage
Loan for so long as it remains a Corrected Mortgage Loan. The Workout Fee with
respect to any Corrected Mortgage Loan will cease to be payable if a Servicing
Transfer Event occurs with respect thereto or if the related Mortgaged Property
becomes an REO Property; provided that a new Workout Fee will become payable if
and when such Mortgage Loan again becomes a Corrected Mortgage Loan. If the
Special Servicer is terminated or resigns in accordance with Section 6.04, it
shall retain the right to receive any and all Workout Fees payable in respect of
(i) any Mortgage Loan that became a Corrected Mortgage Loan during the period
that it acted as Special Servicer and were still such at the time of such
termination or resignation and (ii) any Specially Serviced Mortgage Loan for
which the Special Servicer has resolved the circumstances and/or conditions
causing any such Mortgage Loan to be a Specially Serviced Mortgage Loan such
that the related Mortgagor has made at least one timely Monthly Payment as of
the date of such termination or resignation and such Mortgage Loan otherwise
meets the requirements of a Corrected Mortgage Loan, with the Workout Fee with
respect to such Mortgage Loan payable only after such requirements have been met
(including the requirement that three payments be made) (and any successor
Special Servicer shall not be entitled to any portion of such Workout Fees), in
each case until the Workout Fee for any such loan ceases to be payable in
accordance with the preceding sentence.

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     As further compensation for its activities hereunder, the Special Servicer
shall also be entitled to receive a Liquidation Fee with respect to each
Specially Serviced Mortgage Loan or REO Property as to which it receives any
full or discounted payoff or any Liquidation Proceeds (other than in connection
with the purchase of any such Specially Serviced Mortgage Loan or REO Property
by the Majority Certificateholder of the Controlling Class, the Special Servicer
or a Mortgage Loan Seller pursuant to Section 3.18 or by the Master Servicer,
the Majority Certificateholder of the Controlling Class or the Depositor
pursuant to Section 9.01). As to each such Specially Serviced Mortgage Loan or
REO Property, the Liquidation Fee shall be payable from, and shall be calculated
by application of the Liquidation Fee Rate to, such full or discounted payoff
and/or such Liquidation Proceeds. No Liquidation Fee will be payable with
respect to any Specially Serviced Mortgage Loan solely by virtue of such
Mortgage Loan becoming a Corrected Mortgage Loan. Notwithstanding anything
herein to the contrary, no Liquidation Fee will be payable from, or based upon
the receipt of, Liquidation Proceeds collected as a result of any purchase of a
Specially Serviced Mortgage Loan or REO Property described in the parenthetical
to the first sentence of this paragraph; provided, however, that if any such
Liquidation Proceeds are received with respect to any Corrected Mortgage Loan,
and the Special Servicer is properly entitled to a Workout Fee therefrom, such
Workout Fee will be payable based on and from the portion of such Liquidation
Proceeds that constitute principal and/or interest.

     Notwithstanding anything to the contrary herein, a Liquidation Fee and a
Workout Fee relating to the same Mortgage Loan shall not be paid from the same
proceeds on or with respect to such Mortgage Loan.

     Subject to the Special Servicer's right to receive the Special Servicing
Fee, the Workout Fee and/or the Liquidation Fee may not be transferred in whole
or in part except in connection with the transfer of all of the Special
Servicer's responsibilities and obligations under this Agreement.

     (d) Additional servicing compensation in the form of (i) all assumption
fees, modification fees and earnout fees received on or with respect to
Specially Serviced Mortgage Loans and (ii) fifty percent (50%) of all assumption
fees, modification fees and earnout fees received on or with respect to any
Mortgage Loan (other than the Mesa Grande Loan A2) that is not a Specially
Serviced Mortgage Loan shall be promptly paid by the Master Servicer to the
Special Servicer and shall not be required to be deposited in the Certificate
Account pursuant to Section 3.04(a). Additional servicing compensation in the
form of assumption fees, earnout fees and modification fees that the Master
Servicer is entitled to and that are collected by the Special Servicer, shall be
paid promptly to the Master Servicer by the Special Servicer. The Special
Servicer shall also be entitled to additional servicing compensation in the form
of: (i) to the extent not required to be paid to any Mortgagor under applicable
law, any interest or other income earned on deposits in the REO Account, any
Servicing Accounts and any Reserve Accounts maintained thereby; and (ii) to the
extent not required to be paid to the Master Servicer as additional servicing
compensation pursuant to Section 3.11(b), any Penalty Charges (to the extent not
allocable to pay Advance Interest) collected on the Specially Serviced Mortgage
Loans and REO Loans. The Special Servicer shall be required to pay out of its
own funds all overhead and general and administrative expenses incurred by it in
connection with its servicing activities hereunder (including, without
limitation, the premiums for any blanket policy obtained

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by it insuring against hazard losses pursuant to Section 3.07(b)), if and to the
extent such expenses are not payable directly out of the Certificate Account or
the REO Account, and the Special Servicer shall not be entitled to reimbursement
except as expressly provided in this Agreement.

     (e) If the Master Servicer is required under this Agreement to make a
Servicing Advance, but does not make such Servicing Advance within 15 days after
such Advance is required to be made, the Trustee shall, to the extent a
Responsible Officer of the Trustee has actual knowledge of such failure by the
Master Servicer or the Special Servicer to make such Advance (subject to Section
3.11(h) below), make such Advance.

     (f) The Master Servicer and the Trustee shall each be entitled to receive
interest at the Reimbursement Rate in effect from time to time, accrued on the
amount of each Servicing Advance made thereby for so long as such Servicing
Advance is outstanding, payable, first, out of Penalty Charges received on the
Mortgage Loan or REO Loan as to which such Servicing Advance was made and, then,
once such Servicing Advance has been reimbursed pursuant to Section 3.05, out of
general collections on the Mortgage Loans and REO Properties.

     (g) On each Master Servicer Remittance Date, the Master Servicer shall pay
from the related Servicing Fee each Broker Strip Amount by wire transfer in
immediately available funds to an account designated by the Strip Holder.

     (h) Notwithstanding anything to the contrary set forth herein, none of the
Master Servicer or the Trustee shall be required to make any Servicing Advance
that it determines in its reasonable, good faith judgment would constitute a
Nonrecoverable Servicing Advance; provided, however, that the Master Servicer
may make an Emergency Advance notwithstanding that, at the time such Advance is
made, the Master Servicer or Special Servicer may not have adequate information
available in order to make a determination whether or not such advance would, if
made, be a Nonrecoverable Servicing Advance. Notwithstanding the previous
sentence, if the Master Servicer or Special Servicer, as applicable, shall
determine that the payment of any such amount is (i) necessary to preserve the
related Mortgaged Property and (ii) would be in the best interest of the
Certificateholders, then the Master Servicer shall make such payment from
amounts in the Certificate Account. In addition, Nonrecoverable Servicing
Advances (including any Emergency Advances made pursuant to the proviso of the
preceding sentence which are ultimately determined to be Nonrecoverable
Servicing Advances) shall be reimbursable pursuant to Section 3.05 out of
general collections on the Mortgage Loans and REO Properties on deposit in the
Certificate Account. The determination by the Master Servicer, the Special
Servicer (only in the case of clause (ii) of this sentence) or, if applicable,
the Trustee, (i) that it has made a Nonrecoverable Servicing Advance or (ii)
that any proposed Servicing Advance, if made, would constitute a Nonrecoverable
Servicing Advance, shall be evidenced by an Officer's Certificate delivered
promptly to the Trustee (or, if applicable, retained thereby) and the Depositor,
setting forth the basis for such determination, together with (if such
determination is prior to the liquidation of the related Mortgage Loan or REO
Property) a copy of an Appraisal of the related Mortgaged Property or REO
Property, as the case may be, if an Appraisal shall have been performed within
the twelve months preceding such determination, and further accompanied by any
other information, including, without limitation, engineering reports,
environmental surveys, inspection reports, rent rolls, income and expense
statements or similar

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reports, that the Master Servicer or the Special Servicer may have obtained and
that supports such determination. If such an Appraisal shall not have been
required and performed pursuant to the terms of this Agreement, the Master
Servicer, the Special Servicer or the Trustee, as the case may be, may, subject
to its reasonable and good faith determination that such Appraisal will
demonstrate the nonrecoverability of the related Advance, obtain an Appraisal
for such purpose at the expense of the Trust Fund. The Trustee shall be entitled
to rely on any determination of nonrecoverability that may have been made by the
Master Servicer or the Special Servicer with respect to a particular Servicing
Advance, and the Master Servicer shall be entitled to rely on any determination
of nonrecoverability that may have been made by the Special Servicer with
respect to a particular Servicing Advance.

     (i) In determining the compensation of the Master Servicer or Special
Servicer, as applicable, with respect to Penalty Charges, on any Distribution
Date, the aggregate Penalty Charges collected on any Mortgage Loan since the
prior Distribution Date shall be applied to reimburse (i) the Master Servicer or
the Trustee for interest on Advances with respect to such related Mortgage Loan
due with respect to such Distribution Date and (ii) the Trust Fund for any
Advance Interest or Additional Trust Fund Expenses (excluding any Special
Servicing Fees, Workout Fees and Liquidation Fees) with respect to the related
Mortgage Loan incurred since the Closing Date and not previously reimbursed out
of Penalty Charges, and any Penalty Charges remaining thereafter shall be
distributed pro rata to the Master Servicer and the Special Servicer based upon
the amount of Penalty Charges the Master Servicer or the Special Servicer would
otherwise have been entitled to receive during such period with respect to such
Mortgage Loan without any such application.

     SECTION 3.12 Inspections; Collection of Financial Statements.

     (a) The Master Servicer shall perform (or cause to be performed) a physical
inspection of each Mortgaged Property (other than Mortgaged Properties
constituting collateral for the Mesa Grande Loan A2 or Specially Serviced
Mortgaged Loans) at such times and in such manner as are consistent with the
Servicing Standard, but in any event at least once every two years or, if the
related Mortgage Loan has a current balance of greater than $2,000,000, at least
once every year. The Master Servicer shall prepare (or cause to be prepared) a
written report of each such inspection detailing the condition of the Mortgaged
Property and specifying the existence of (i) any vacancy in the Mortgaged
Property evident from such inspection that the Master Servicer deems material,
(ii) any sale, transfer or abandonment of the Mortgaged Property evident from
such inspection, (iii) any adverse change in the condition or value of the
Mortgaged Property evident from such inspection that the Master Servicer deems
material, or (iv) any waste committed on the Mortgaged Property evident from
such inspection. The Master Servicer, upon request, shall deliver to the Trustee
a copy of each such written report.

     (b) The Special Servicer shall perform (or cause to be performed) a
physical inspection of each Mortgaged Property constituting collateral for a
Specially Serviced Mortgage Loan at such times and in such manner as are
consistent with the Servicing Standard. If any Mortgage Loan becomes a Specially
Serviced Mortgage Loan, then as soon as practicable (and in any event within 90
days thereafter) the Special Servicer shall perform (or cause to be performed) a
physical inspection of each Mortgaged Property constituting collateral for such
Mortgage Loan. The Special Servicer shall prepare (or cause to be prepared) a
written report of

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each such inspection detailing the condition of the Mortgaged Property and
specifying the existence of (i) any vacancy in the Mortgaged Property evident
from such inspection that the Special Servicer deems material, (ii) any sale,
transfer or abandonment of the Mortgaged Property evident from such inspection,
(iii) any adverse change in the condition or value of the Mortgaged Property
evident from such inspection that the Special Servicer deems material, or (iv)
any waste committed on the Mortgaged Property evident from such inspection. The
Special Servicer, upon request, shall deliver to the Trustee and the Master
Servicer a copy of each such written report.

     (c) The Master Servicer, in the case of any Mortgage Loan other than the
Mesa Grande Loan A2 or Specially Serviced Mortgage Loans, or the Special
Servicer, in the case of Specially Serviced Mortgage Loans, shall make
reasonable efforts to collect promptly from each Mortgagor (other than a
Mortgagor on any Credit Lease Loan) quarterly and annual operating statements
and rent rolls of the related Mortgaged Property. In addition, the Special
Servicer shall make reasonable efforts to obtain quarterly and annual operating
statements and rent rolls with respect to each REO Property. The Master Servicer
and Special Servicer, upon request, shall each deliver copies of the collected
items to the other such party and the Trustee in each case within 10 days of its
receipt of such request.

     SECTION 3.13 Annual Statement as to Compliance.

     Each of the Master Servicer and the Special Servicer will deliver to the
Trustee, with a copy to the Depositor, on or before March 15th of each year,
beginning in 2004, an Officer's Certificate stating, as to the signer thereof,
that (i) a review of the activities of the Master Servicer or the Special
Servicer, as the case may be, during the preceding calendar year and of its
performance under this Agreement has been made under such officer's supervision,
(ii) to the best of such officer's knowledge, based on such review, the Master
Servicer or the Special Servicer, as the case may be, has fulfilled in all
material respects its obligations under this Agreement throughout such year, or,
if there has been a material default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and status
thereof and (iii) the Master Servicer or the Special Servicer, as the case may
be, has received no notice regarding qualification, or challenging the status,
of the Trust Fund as a REMIC or of the Grantor Trust as a "grantor trust" under
the Grantor Trust Provisions from the Internal Revenue Service or any other
governmental agency or body or, if it has received any such notice, specifying
the details thereof. A copy of such Officer's Certificate may be obtained by
Certificateholders upon written request to the Trustee pursuant to Section 8.12
hereof.

     SECTION 3.14 Reports by Independent Public Accountants.

     On or before March 15th of each year, beginning in 2004, the Master
Servicer at its expense shall cause a firm of independent public accountants
(which may also render other services to the Master Servicer) that is a member
of the American Institute of Certified Public Accountants to furnish a statement
to the Trustee and to the Depositor to the effect that (i) it has obtained a
letter of representation regarding certain matters from the management of the
Master Servicer, which includes an assertion that the Master Servicer has
complied with certain minimum mortgage loan servicing standards (to the extent
applicable to commercial and multifamily mortgage loans), identified in the
Uniform Single Attestation Program for Mortgage

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Bankers established by the Mortgage Bankers Association of America, with respect
to the servicing of commercial and multifamily mortgage loans during the most
recently completed calendar year and (ii) on the basis of an examination
conducted by such firm in accordance with standards established by the American
Institute of Certified Public Accountants, such representation is fairly stated
in all material respects, subject to such exceptions and other qualifications
that may be appropriate. In rendering its report such firm may rely, as to
matters relating to the direct servicing of commercial and multifamily mortgage
loans by Sub-Servicers, upon comparable reports of firms of independent
certified public accountants rendered on the basis of examinations conducted in
accordance with the same standards (rendered within one year of such report)
with respect to those Sub-Servicers.

     The Special Servicer will deliver an annual accountants' report only if,
and in such form as may be, requested by the Rating Agencies or if the Special
Servicer and the Master Servicer are not the same Person.

     The Master Servicer and the Special Servicer, to the extent applicable,
will use reasonable efforts to cause the accountants referred to above to
cooperate with the Depositor in conforming any reports delivered pursuant to
this Section 3.14 to requirements imposed by the Commission on the Depositor in
connection with the Commission's issuance of a no-action letter relating to the
Depositor's reporting requirements in respect of the Trust Fund pursuant to the
Exchange Act.

     SECTION 3.15 Access to Certain Information.

     Each of the Master Servicer and the Special Servicer shall provide or cause
to be provided to the Trustee, and to the OTS, the FDIC, and any other federal
or state banking or insurance regulatory authority that may exercise authority
over any Certificateholder, access to any documentation regarding the Mortgage
Loans and the Trust Fund within its control which may be required by this
Agreement or by applicable law. Such access shall be afforded without charge but
only upon reasonable prior written request and during normal business hours at
the offices of the Master Servicer or the Special Servicer, as the case may be,
designated by it; provided, however, that applicable Certificateholders shall be
required to pay any photocopying costs. The Master Servicer and the Special
Servicer shall each be entitled to affix a reasonable disclaimer to any
information provided by it for which it is not the original source (without
suggesting liability on the part of any other party hereto). The Master Servicer
and the Special Servicer may each deny any of the foregoing persons access to
confidential information or any intellectual property which the Master Servicer
or the Special Servicer is restricted by license, contract or otherwise from
disclosing. Neither the Master Servicer nor the Special Servicer shall be liable
for providing or disseminating information in accordance with the terms of this
Agreement.

     SECTION 3.16 Title to REO Property; REO Account.

     (a) If title to any REO Property is acquired, the deed or certificate of
sale shall be issued to the Trustee or its nominee on behalf of the
Certificateholders. The Special Servicer, on behalf of the Trust Fund, shall
attempt to sell any REO Property prior to the close of the third taxable year of
the Trust Fund following the taxable year in which ownership of such REO

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Property is acquired for purposes of Section 860G(a)(8) of the Code, unless the
Special Servicer either (i) is granted an extension of time (an "REO Extension")
by the Internal Revenue Service to sell such REO Property is acquired or (ii)
obtains for the Trustee an Opinion of Counsel, addressed to the Trustee and the
Special Servicer, to the effect that the holding by the Trust Fund of such REO
Property subsequent to the close of such period will not (subject to Section
10.01(f)) result in the imposition of taxes on "prohibited transactions" of
REMIC I, REMIC II or REMIC III as defined in Section 860F of the Code or cause
REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC (for federal (or
any applicable state or local) income tax purposes) at any time that any
Certificates are outstanding. If the Special Servicer is granted the REO
Extension contemplated by clause (i) of the immediately preceding sentence or
obtains the Opinion of Counsel contemplated by clause (ii) of the immediately
preceding sentence, the Special Servicer shall sell such REO Property within
such longer liquidation period as is permitted by such REO Extension or such
Opinion of Counsel, as the case may be. Any expense incurred by the Special
Servicer in connection with its being granted the REO Extension contemplated by
clause (i) of the second preceding sentence or its obtaining the Opinion of
Counsel contemplated by clause (ii) of the second preceding sentence, shall be
an expense of the Trust Fund payable out of the Certificate Account pursuant to
Section 3.05(a).

     (b) The Special Servicer shall cause all funds collected and received in
connection with any REO Property to be held separate and apart from its own
funds and general assets. If any REO Acquisition shall occur, the Special
Servicer shall establish and maintain (or cause to be established and
maintained) one or more accounts (collectively, the "REO Account"), to be held
on behalf of the Trustee in trust for the benefit of the Certificateholders, for
the retention of revenues and other proceeds derived from each REO Property. The
REO Account shall be an Eligible Account and may consist of one account for some
or all of the REO Properties. The Special Servicer shall deposit, or cause to be
deposited, in the REO Account, within two Business Days of receipt, all REO
Revenues, Liquidation Proceeds (net of all Liquidation Expenses paid therefrom)
and Insurance Proceeds received in respect of an REO Property. The Special
Servicer is authorized to pay out of related Liquidation Proceeds any
Liquidation Expenses incurred in respect of an REO Property and outstanding at
the time such proceeds are received. Funds in the REO Account may be invested in
Permitted Investments in accordance with Section 3.06. The Special Servicer
shall be entitled to make withdrawals from the REO Account to pay itself, as
additional servicing compensation in accordance with Section 3.11(d), interest
and investment income earned in respect of amounts held in the REO Account as
provided in Section 3.06(b) (but only to the extent of the Net Investment
Earnings with respect to the REO Account for any Collection Period). The Special
Servicer shall give notice to the Trustee and the Master Servicer of the
location of any REO Account when first established and of the new location of
such REO Account prior to any change thereof.

     (c) The Special Servicer shall cause all funds necessary for the proper
operation, management, maintenance, disposition and liquidation of any REO
Property to be withdrawn from the REO Account, but only to the extent of amounts
on deposit in the REO Account relating to such REO Property. Within one Business
Day following the end of each Collection Period, the Special Servicer shall
withdraw from the REO Account and deposit into the Certificate Account or
deliver to the Master Servicer (which shall deposit such amounts into the
Certificate Account) the aggregate of all amounts received in respect of each
REO Property during such Collection Period, net of any withdrawals made out of
such amounts pursuant to

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Section 3.16 (b) or this Section 3.16(c); provided that the Special Servicer may
retain in the REO Account such portion of proceeds and collections as may be
necessary to maintain a reserve of sufficient funds for the proper operation,
management, maintenance and disposition of the related REO Property (including
without limitation the creation of a reasonable reserve for repairs,
replacements and necessary capital improvements and other related expenses),
such reserve not to exceed an amount sufficient to cover such items to be
incurred during the following twelve-month period.

     (d) The Special Servicer shall keep and maintain separate records, on a
property-by-property basis, for the purpose of accounting for all deposits to,
and withdrawals from, the REO Account pursuant to Section 3.16(b) or (c).

     SECTION 3.17 Management of REO Property; Independent Contractors.

     (a) Prior to the acquisition of title to any Mortgaged Property securing a
Defaulted Mortgage Loan, the Special Servicer shall review the operation of such
Mortgaged Property and determine the nature of the income that would be derived
from such property if it were acquired by the Trust Fund. If the Special
Servicer determines from such review, in its good faith and reasonable judgment,
that:

         (i) None of the income from Directly Operating such Mortgaged Property
would be subject to tax as "net income from foreclosure property" within the
meaning of the REMIC Provisions or would be subject to the tax imposed on
"prohibited transactions" under Section 860F of the Code (either such tax
referred to herein as an "REO Tax"), such Mortgaged Property may be Directly
Operated by the Special Servicer as REO Property;

         (ii) Directly Operating such Mortgaged Property as an REO Property
could result in income from such property that would be subject to an REO Tax,
but that a lease of such property to another party to operate such property, or
the performance of some services by an Independent Contractor with respect to
such property, or another method of operating such property would not result in
income subject to an REO Tax, then the Special Servicer may (provided, that in
the good faith and reasonable judgment of the Special Servicer, it is
commercially feasible) acquire such Mortgaged Property as REO Property and so
lease or operate such REO Property; or

         (iii) Directly Operating such property as REO Property could result in
income subject to an REO Tax and, in the good faith and reasonable judgment of
the Special Servicer, that no commercially feasible means exists to operate such
property as REO Property without the Trust Fund incurring or possibly incurring
an REO Tax on income from such property, the Special Servicer shall deliver to
the Trustee, in writing, a proposed plan (the "Proposed Plan") to manage such
property as REO Property (such plan to be approved by the Majority
Certificateholder of the Controlling Class pursuant to Section 3.24(f)). Such
plan shall include potential sources of income, and to the extent commercially
feasible, estimates of the amount of income from each such source. Within a
reasonable period of time after receipt of such plan, the Trustee shall consult
with the Special Servicer and shall advise the Special Servicer of the Trust
Fund's federal income tax reporting position with respect to the various sources
of income that the Trust Fund would derive under the Proposed Plan. In addition,
the

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Trustee shall (to the maximum extent possible) advise the Special Servicer of
the estimated amount of taxes that the Trust Fund would be required to pay with
respect to each such source of income. After receiving the information described
in the two preceding sentences from the Trustee, the Special Servicer shall
either (A) implement the Proposed Plan (after acquiring the respective Mortgaged
Property as REO Property) or (B) manage and operate such property in a manner
that would not result in the imposition of an REO Tax on the income derived from
such property.

     The Special Servicer's decision as to how each REO Property shall be
managed and operated shall in any event be based on the good faith and
reasonable judgment of the Special Servicer as to which means would (to the
extent commercially feasible) maximize the net after-tax REO Revenues received
by the Trust Fund with respect to such property without materially and adversely
affecting the Special Servicer's ability to sell such REO Property in accordance
with this Agreement and, to the extent consistent with the foregoing, in
accordance with the Servicing Standard. Both the Special Servicer and the
Trustee may consult with counsel knowledgeable in such matters at the expense of
the Trust Fund in connection with determinations required under this Section
3.17(a). Neither the Special Servicer nor the Trustee shall be liable to the
Certificateholders, the Trust Fund, the other parties hereto or each other for
errors in judgment made in good faith in the reasonable exercise of their
discretion while performing their respective responsibilities under this Section
3.17(a) or, to the extent it relates to federal income tax consequences for the
Trust Fund, Section 3.17(b) below. Nothing in this Section 3.17(a) is intended
to prevent the sale of a Defaulted Mortgage Loan or REO Property pursuant to the
terms and subject to the conditions of Section 3.18 or 3.19.

     (b) If title to any REO Property is acquired, the Special Servicer shall
manage, conserve, protect and operate such REO Property for the benefit of the
Certificateholders solely for the purpose of its prompt disposition and sale in
a manner that does not cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code or,
except as permitted by Section 3.17(a), result in the receipt of any "income
from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the
Code or any "net income from foreclosure property" which is subject to taxation
under the REMIC Provisions. Subject to the foregoing, however, the Special
Servicer shall have full power and authority to do any and all things in
connection therewith as are in the best interests of and for the benefit of the
Certificateholders (as determined by the Special Servicer in its good faith and
reasonable judgment) and, consistent therewith, shall withdraw from the REO
Account, to the extent of amounts on deposit therein with respect to each REO
Property, funds necessary for the proper operation, management, maintenance and
disposition of such REO Property, including, without limitation:

         (i) all insurance premiums due and payable in respect of such REO
Property;

         (ii) all real estate taxes and assessments in respect of such REO
Property that may result in the imposition of a lien thereon;

         (iii) any ground rents in respect of such REO Property; and

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         (iv) all costs and expenses necessary to maintain, lease and dispose of
such REO Property.

     To the extent that amounts on deposit in the REO Account in respect of any
REO Property are insufficient for the purposes set forth in the prior sentence
with respect to such REO Property, the Master Servicer (at the direction of the
Special Servicer) shall advance such amount as is necessary for such purposes
(which advances shall be Servicing Advances) unless (as evidenced by an
Officer's Certificate delivered to the Trustee) such advances would, if made,
constitute Nonrecoverable Servicing Advances; provided, however, that the Master
Servicer (at the direction of the Special Servicer) shall make any such
Servicing Advance if it is a necessary fee or expense incurred in connection
with the defense or prosecution of legal proceedings and such advance will be
deemed to constitute a recoverable Servicing Advance.

     (c) The Special Servicer may contract with any Independent Contractor for
the operation and management of any REO Property, provided that:

         (i) the terms and conditions of any such contract may not be
inconsistent herewith and shall reflect an agreement reached at arm's length;

         (ii) the fees of such Independent Contractor (which shall be an expense
of the Trust Fund) shall be reasonable and customary in light of the nature and
locality of the REO Property;

         (iii) any such contract shall require, or shall be administered to
require, that the Independent Contractor (A) pay, out of related REO Revenues,
all costs and expenses incurred in connection with the operation and management
of such REO Property, including, without limitation, those listed in subsection
(b) hereof, and (B) remit all related REO Revenues (net of its fees and such
costs and expenses) to the Special Servicer;

         (iv) none of the provisions of this Section 3.17(c) relating to any
such contract or to actions taken through any such Independent Contractor shall
be deemed to relieve the Special Servicer of any of its duties and obligations
hereunder with respect to the operation and management of any such REO Property;
and

         (v) the Special Servicer shall be obligated with respect thereto to the
same extent as if it alone were performing all duties and obligations in
connection with the operation and management of such REO Property.

The Special Servicer shall be entitled to enter into an agreement with any
Independent Contractor performing services for it related to its duties and
obligations hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification.

     SECTION 3.18 Sale of Defaulted Mortgage Loans.

     (a) The parties hereto may sell or purchase, or permit the sale or purchase
of, a Mortgage Loan (including the Mesa Grande Loan A2) only on the terms and
subject to the

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conditions set forth in this Section 3.18 or as otherwise expressly provided in
or contemplated by Sections 2.03(a) and 9.01.

     (b) In the event that any Mortgage Loan becomes 60 days delinquent as to
any Monthly Payment (or if such Mortgage Loan is a Balloon Mortgage Loan and is
delinquent as to its Balloon Payment, only if such Mortgage Loan is also a
Specially Serviced Mortgage Loan), the Special Servicer shall promptly so notify
(an "Option Notice"), in writing, the Master Servicer and the Trustee, and the
Trustee shall promptly notify, in writing, the Holders of the Controlling Class.
Each of the Majority Certificateholder of the Controlling Class and the
applicable Mortgage Loan Seller with respect to such Mortgage Loan (in such
capacity, together with any assignee, the "Option Holder") shall, in that order,
have the right, at its option (the "Option"), to purchase such Mortgage Loan
from the Trust Fund at a price equal to the Option Purchase Price (as defined in
clause (c) below) upon receipt of such Option Notice. The Option is exercisable
from that date until terminated pursuant to clause (f) below, and during that
period the Option shall be exercisable in any month only during the period from
the 10th calendar day of such month through the 25th calendar day, inclusive, of
such month. The Trustee on behalf of the Trust Fund shall be obligated to sell
the Mortgage Loan upon the exercise of the Option (whether exercised by the
original Holder thereof or by an assignee of such Holder), but shall have no
authority to sell the Mortgage Loan other than in connection with the exercise
of an Option (or as otherwise expressly provided in or contemplated by Section
2.03(a) or Section 9.01). Any Option Holder that exercises the Option shall be
required to purchase the Mortgage Loan within four Business Days of such
exercise. The other party eligible to hold the Option set forth above may at any
time notify the Trustee in writing and the Trustee will notify the current
Option Holder of such party's desire to exercise the Option. If the Option
Holder neither (i) exercises the Option nor (ii) surrenders its right to
exercise the Option within three (3) Business Days of its receipt of that
notice, then the Option Holder's right to exercise the Option shall lapse, and
the Trustee shall promptly notify the other party eligible to hold the Option of
its rights thereunder. If any Option Holder assigns the Option to a third party
pursuant to clause (d) below, then it shall so notify the Trustee in writing
(and shall include in such notice the relevant contact information for such
third party), and the Trustee shall promptly notify the other party eligible to
hold the Option set forth above of its rights hereunder.

     Notwithstanding the foregoing paragraph, the Majority Certificateholder of
the Controlling Class or its assignee shall have the right to exercise its
Option prior to any exercise of the Option by the applicable Mortgage Loan
Seller or its assignee; provided, however, if the Option is not exercised by the
Majority Certificateholder of the Controlling Class or any assignee thereof
within three (3) Business Days of the Option Notice, then the applicable
Mortgage Loan Seller or its assignee shall have the right to exercise its
Purchase Option prior to any exercise by the Majority Certificateholder of the
Controlling Class and the applicable Mortgage Loan Seller or its assignee may
exercise such Option at any time during the three (3) Business Day period
immediately following the expiration of such initial three-day period. Following
the expiration of such three (3) Business Day period, the Majority
Certificateholder of the Controlling Class shall again have the exclusive right
to exercise the Purchase Option.

     (c) The "Option Purchase Price" shall be an amount equal to the fair market
value of the Mortgage Loan, as determined by the Special Servicer. Prior to the
Special Servicer's determination of fair market value referred to above, the
fair market value of the

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Mortgage Loan shall be deemed to be an amount equal to the Purchase Price,
including any Prepayment Premium or Yield Maintenance Charge then payable upon
the prepayment of the Mortgage Loan. The Special Servicer shall determine the
fair market value of the Mortgage Loan as soon as reasonably practical upon the
Mortgage Loan becoming 60 days delinquent or delinquent in respect of its
Balloon Payment (but in any event, not earlier than 75 days after the receipt by
the Special Servicer of the Mortgage Loan File and Servicing File relating to
such Mortgage Loan), and the Special Servicer shall promptly notify the Option
Holder (and the Trustee and each of the other party set forth above that could
become the Option Holder) of the Option Purchase Price. In order to make such a
determination with respect to the Mesa Grande Loan A2, the Special Servicer
shall request all relevant information from the 2002-C1 Special Servicer. The
Special Servicer is required to recalculate the fair market value of the
Mortgage Loan based upon a material change in circumstances or the receipt of
new information, provided that the Special Servicer shall be required to
recalculate the fair market value of the Mortgage Loan if the time between the
date of last determination of the fair market value of the Mortgage Loan and the
date of the exercise of the Option has exceeded 60 days. Upon any recalculation,
the Special Servicer shall be required to promptly notify in writing each Option
Holder (and the Trustee and each of the other party set forth above that could
become the Option Holder) of the revised Option Purchase Price. Any such
recalculation of the fair market value of the Mortgage Loan shall be deemed to
renew the Option in its original priority at the recalculated price with respect
to any party as to which the Option had previously expired or been waived,
unless the Option has previously been exercised by an Option Holder at a higher
Option Purchase Price. In determining fair market value, the Special Servicer
shall take into account, among other factors, the results of any Appraisal or
updated Appraisal that it, or the Master Servicer, may have obtained in
accordance with this Agreement within the prior twelve months; any views on fair
market value expressed by investors in mortgage loans comparable to the Mortgage
Loan (provided that the Special Servicer shall not be required to solicit such
views); the period and amount of any delinquency on the Mortgage Loan; whether
the Mortgage Loan, in the Special Servicer's actual knowledge and reasonable and
good faith judgment, is in default to avoid a prepayment restriction; the
physical condition of the related Mortgaged Property; the state of the local
economy; the expected recoveries from the Mortgage Loan if the Special Servicer
were to pursue a workout or foreclosure strategy instead of the Option being
exercised; and the Trust Fund's obligation to dispose of any foreclosed
Mortgaged Property as soon as practicable consistent with the objective of
maximizing proceeds for all Certificateholders. The parties acknowledge that if
an Option Holder purchases the Mesa Grande Loan A2, such purchase will be
further subject to the provisions of the Co-Lender Agreement.

     (d) Any Option relating to a Mortgage Loan shall be assignable to a third
party by the Option Holder at its discretion at any time after its receipt of
the Option Notice, and upon such assignment such third party shall have all of
the rights granted to the Option Holder hereunder in respect of the Option. Such
assignment shall only be effective upon notice (together with a copy of the
executed assignment and assumption agreement) being delivered to the Trustee,
the Master Servicer and the Special Servicer, and none of such parties shall be
obligated to recognize any entity as an Option Holder absent such notice.

     (e) If the Majority Certificateholder of the Controlling Class, the
applicable Mortgage Loan Seller or an Affiliate of any of them elects to
exercise the Option, the Trustee shall be required to determine whether the
Option Purchase Price constitutes a fair price for the

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Mortgage Loan. Upon request of the Special Servicer to make such a
determination, the Trustee will do so within a reasonable period of time (but in
no event more than 15 Business Days). In doing so, the Trustee may rely on the
most recent Appraisal or the opinion of another expert in real estate matters
retained by the Trustee at the expense of the party exercising the Option. The
Trustee may also rely on the most recent Appraisal of the related Mortgaged
Property that was prepared in accordance with the requirements of this
Agreement. If the Trustee were to conclude that the Option Purchase Price does
not constitute a fair price, then the Special Servicer shall determine the fair
market value taking into account the objections of the Trustee hereunder.

     (f) The Option shall terminate, and shall not be exercisable as set forth
in clause (b) above (or if exercised, but the purchase of the Mortgage Loan has
not yet occurred, shall terminate and be of no further force or effect) if the
Mortgage Loan is no longer delinquent as set forth above because (i) the
Mortgage Loan ceases to be a Specially Serviced Mortgage Loan, (ii) the Mortgage
Loan has been subject to a workout arrangement, (iii) the Mortgage Loan has been
foreclosed upon, or otherwise resolved (including by a full or discounted
pay-off) or (iv) the Mortgage Loan has been purchased by the applicable Mortgage
Loan Seller pursuant to Section 2.03 or by the Depositor or the Master Servicer
or otherwise pursuant to Section 9.01.

     (g) Unless and until an Option Holder exercises an Option, the Special
Servicer shall continue to service and administer the Mortgage Loan in
accordance with the Servicing Standard and this Agreement and shall pursue such
other resolutions or recovery strategies including Workout or foreclosure, as is
consistent with this Agreement and the Servicing Standard.

     (h) Subject to subsections (a) through (g) above, the Special Servicer
shall act on behalf of the Trust Fund in negotiating and taking any other action
necessary or appropriate in connection with the sale of any Mortgage Loan
pursuant to this Section 3.18, and the collection of all amounts payable in
connection therewith. In connection therewith, the Special Servicer may charge
prospective offerors, and may retain, fees that approximate the Special
Servicer's actual costs in the preparation and delivery of information
pertaining to such sales or exchanging offers without obligation to deposit such
amounts into the Certificate Account. Any sale of a Mortgage Loan shall be final
and without recourse to the Trustee or the Trust Fund (except such recourse to
the Trust Fund imposed by those representations and warranties typically given
in such transactions, any prorations applied thereto and any customary closing
matters), and if such sale is consummated in accordance with the terms of this
Agreement, none of the Special Servicer, the Master Servicer, the Depositor or
the Trustee shall have any liability to any Certificateholder with respect to
the purchase price therefor accepted by the Special Servicer or the Trustee.

     (i) Any sale of a Mortgage Loan pursuant to this Section 3.18 shall be for
cash only (unless, as evidenced by an Opinion of Counsel, a sale for other
consideration will not cause an Adverse REMIC Event). The Option Purchase Price
for any Mortgage Loan purchased under this Section 3.18 shall be deposited into
the Certificate Account, and the Trustee, upon receipt of an Officer's
Certificate from the Master Servicer to the effect that such deposit has been
made, shall release or cause to be released to the purchaser of the Mortgage
Loan the related Mortgage File, and shall execute and deliver such instruments
of transfer or assignment, in each case without recourse, as shall be necessary
to vest in such purchaser ownership of such

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Mortgage Loan (subject, in the case of an Additional Servicing Fee Mortgage
Loan, to the rights of the applicable Designated Sub-Servicer to sub-service
such Mortgage Loan and the rights of the applicable Designated Sub-Servicer,
Archon, GSMC and the Master Servicer, as applicable, to receive or retain their
applicable portion of the Additional Servicing Fee, in each case, pursuant to
the related Designated Sub-Servicer Agreement). In connection with any such
purchase, the Special Servicer and the Master Servicer shall deliver the related
Servicing File (to the extent either has possession of such file) to such
purchaser.

     SECTION 3.19 Sale of REO Property.

     (a) The parties hereto may sell or purchase, or permit the sale or purchase
of, an REO Property only on the terms and subject to the conditions set forth in
this Section 3.19.

     (b) The Special Servicer shall use reasonable efforts to solicit offers for
each REO Property on behalf of the Certificateholders in such manner as will be
reasonably likely to realize a fair price within the time period specified by
Section 3.16(a). The Special Servicer shall accept the first (and, if multiple
bids are contemporaneously received, highest) cash bid received from any Person
that constitutes a fair price for such REO Property. If the Special Servicer
determines, in its good faith and reasonable judgment, that it will be unable to
realize a fair price for any REO Property within the time constraints imposed by
Section 3.16(a), then the Special Servicer shall dispose of such REO Property
upon such terms and conditions as the Special Servicer shall deem necessary and
desirable to maximize the recovery thereon under the circumstances and, in
connection therewith, shall accept the highest outstanding cash bid, regardless
from whom received. The Liquidation Proceeds (net of related Liquidation
Expenses) for any REO Property purchased hereunder shall be deposited in the
Certificate Account, except that portion of any proceeds constituting Excess
Liquidation Proceeds shall be deposited in the Excess Liquidation Proceeds
Reserve Account.

     (c) The Special Servicer shall give the Trustee and the Master Servicer not
less than three Business Days' prior written notice of its intention to sell any
REO Property. No Interested Person shall be obligated to submit a bid to
purchase any REO Property, and notwithstanding anything to the contrary
contained herein, neither the Trustee, in its individual capacity, nor any of
its Affiliates may bid for or purchase any REO Property pursuant hereto.

     (d) Whether any cash bid constitutes a fair price for any REO Property for
purposes of Section 3.19(b) shall be determined by the Special Servicer, if the
highest bidder is a Person other than an Interested Person, and by the Trustee,
if the highest bidder is an Interested Person; provided, however, that no bid
from an Interested Person shall constitute a fair price unless (i) it is the
highest bid received and (ii) at least two other bids are received from
independent third parties. In determining whether any offer received from an
Interested Person represents a fair price for any such REO Property, the Trustee
shall be supplied with and shall rely on the most recent Appraisal or updated
Appraisal conducted in accordance with this Agreement within the preceding 12
month period or, in the absence of any such Appraisal, on a narrative appraisal
prepared by a Qualified Appraiser retained by the Special Servicer. Such
appraiser shall be selected by the Special Servicer if the Special Servicer is
not making an offer with respect to an REO Property and shall be selected by the
Master Servicer if the Special Servicer is making such an offer. The cost of any
such narrative appraisal shall be covered by,

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and shall be reimbursable as, a Servicing Advance. In determining whether any
such offer from a Person other than an Interested Person constitutes a fair
price for any such REO Property, the Special Servicer shall take into account
(in addition to the results of any Appraisal or updated Appraisal that it may
have obtained pursuant to this Agreement within the prior 12 months), and in
determining whether any offer from an Interested Person constitutes a fair price
for any such REO Property, any appraiser shall be instructed to take into
account, as applicable, among other factors, the period and amount of any
delinquency on the affected Mortgage Loan, the occupancy level and physical
condition of the REO Property, the state of the local economy and the obligation
to dispose of any REO Property within the time period specified in Section
3.16(a). The Purchase Price for any REO Property shall in all cases be deemed a
fair price.

     (e) Subject to subsections (a) through (d) above, the Special Servicer
shall act on behalf of the Trust Fund in negotiating and taking any other action
necessary or appropriate in connection with the sale of any REO Property, and
the collection of all amounts payable in connection therewith. In connection
therewith, the Special Servicer may charge prospective offerors, and may retain,
fees that approximate the Special Servicer's actual costs in the preparation and
delivery of information pertaining to such sales or exchanging offers without
obligation to deposit such amounts into the Certificate Account. Any sale of any
REO Property shall be final and without recourse to the Trustee or the Trust
Fund (except such recourse to the Trust Fund imposed by those representations
and warranties typically given in such transactions, any prorations applied
thereto and any customary closing matters), and if such sale is consummated in
accordance with the terms of this Agreement, none of the Special Servicer, the
Master Servicer, the Depositor or the Trustee shall have any liability to any
Certificateholder with respect to the purchase price therefor accepted by the
Special Servicer or the Trustee.

     (f) Any sale of any REO Property shall be for cash only (unless, as
evidenced by an Opinion of Counsel, a sale for other consideration will not
cause an Adverse REMIC Event).

     (g) Notwithstanding any of the foregoing paragraphs of this Section 3.19,
the Special Servicer shall not be obligated to accept the highest cash offer if
the Special Servicer determines, in its reasonable and good faith judgment, that
rejection of such offer would be in the best interests of the
Certificateholders, and the Special Servicer may accept a lower cash offer (from
any Person other than itself or an Affiliate) if it determines, in its
reasonable and good faith judgment, that acceptance of such offer would be in
the best interests of the Certificateholders (for example, if the prospective
buyer making the lower offer is more likely to perform its obligations or the
terms offered by the prospective buyer making the lower offer are more
favorable).

     SECTION 3.20 Additional Obligations of the Master Servicer and the Special
Servicer.

     (a) In connection with any Adjustable Rate Mortgage Loan (and, if and to
the extent applicable, any successor REO Loan), the Master Servicer shall
calculate adjustments in the Mortgage Rate and the Monthly Payment and shall
notify the Mortgagor of such adjustments, all in accordance with the Mortgage
Note and applicable law. In the event the Index for any Adjustable Rate Mortgage
Loan (or successor REO Loan) is not published or is otherwise

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unavailable, the Master Servicer shall select a comparable alternative index
with respect to such Adjustable Rate Mortgage Loan (or successor REO Loan) over
which it has no direct control, which is readily verifiable and which is
acceptable under the terms of the related Mortgage Note.

     (b) The Master Servicer and the Special Servicer, as applicable, shall each
deliver to the other and to the Trustee (for inclusion in the Mortgage File)
copies of all Appraisals, environmental reports and engineering reports (or, in
each case, updates thereof) obtained with respect to any Mortgaged Property or
REO Property.

     (c) Subject to the following paragraph, the Master Servicer shall have the
obligation to make any Servicing Advance that it is requested by the Special
Servicer to make within ten days of the Master Servicer's receipt of such
request. The Special Servicer shall be relieved of any obligations with respect
to an Advance that it requests the Master Servicer to make (regardless of
whether or not the Master Servicer shall make such Advance). The Master Servicer
shall be entitled to reimbursement for any Servicing Advance made by it at the
direction of the Special Servicer, together with Advance Interest thereon, at
the same time, in the same manner and to the same extent as the Master Servicer
is entitled with respect to any other Servicing Advance made thereby.

     Notwithstanding the foregoing provisions of this Section 3.20(c), the
Master Servicer shall not be required to make at the Special Servicer's
direction any Servicing Advance, if the Master Servicer determines in its
reasonable, good faith judgment that the Servicing Advance which the Special
Servicer is directing the Master Servicer to make either (y) although not
characterized by the Special Servicer as a Nonrecoverable Servicing Advance, is
or would be, if made, a Nonrecoverable Servicing Advance, or (z) the making of
such advance was or would be in violation of the Servicing Standard or the terms
and conditions of this Agreement. The Master Servicer shall notify the Special
Servicer in writing of such determination. Such notice shall not obligate the
Special Servicer to make any such proposed Servicing Advance.

     (d) Upon the earliest of (i) the date on which any Mortgage Loan (other
than the Mesa Grande Loan A2) becomes a Modified Mortgage Loan, (ii) the 90th
day following the occurrence of any uncured delinquency in Monthly Payments with
respect to any Mortgage Loan (other than the Mesa Grande Loan A2) (or the 150th
day with respect to a Balloon Payment for which the Mortgagor has produced a
written refinancing commitment pursuant to clause (1) of the definition of
"Specially Serviced Mortgage Loan"), (iii) the date on which a receiver is
appointed and continues in such capacity in respect of the Mortgaged Property
securing any Mortgage Loan (other than the Mesa Grande Loan A2), (iv) the 60th
day following any bankruptcy or similar proceedings involving a Mortgagor and
(v) the date on which the Mortgaged Property securing any Mortgage Loan (other
than the Mesa Grande Loan A2) becomes an REO Property (each such Mortgage Loan
and any related REO Loan, a "Required Appraisal Loan"), the Special Servicer,
shall request and, within 30 days of the occurrence of such event (or such
longer period as the Special Servicer is (as certified thereby to the Trustee in
writing) diligently and in good faith proceeding to obtain such) obtain an
Appraisal of the related Mortgaged Property; provided, however, that such
Appraisal shall not be required if (i) an Appraisal of such Mortgaged Property
had previously been obtained within the prior twelve months, unless the Special
Servicer determines that such previously obtained Appraisal is materially
inaccurate or (ii) the Mortgage Loan is secured by a guaranty and/or surety bond
that

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is rated at least "BBB-" (or its equivalent) by a nationally recognized
statistical rating organization, a debt service reserve fund or a letter of
credit, that is available to be drawn by the Master Servicer, the Special
Servicer or the Trustee and is sufficient to repay the Mortgage Loan in full, in
each case, except to the extent that the Special Servicer, in accordance with
the Servicing Standard, determines that obtaining an Appraisal is in the best
interests of the Certificateholders. The cost of any such Appraisal shall be
covered by, and reimbursable as, a Servicing Advance.

     With respect to each Required Appraisal Loan (unless such loan has become a
Corrected Mortgage Loan and no other Servicing Transfer Event, or other event
that would cause the loan to be a Required Appraisal Loan, has occurred), the
Special Servicer shall, within 30 days of each anniversary of such loan's
becoming a Required Appraisal Loan, order an update of the prior Appraisal (the
cost of which will be covered by, and reimbursable as, a Servicing Advance by
the Master Servicer). Based upon such Appraisal, the Special Servicer shall
determine and report to the Trustee the Appraisal Reduction Amount, if any, with
respect to such loan. The Special Servicer shall deliver a copy of any such
Appraisal to the Master Servicer.

     Notwithstanding the foregoing, if a Required Appraisal Loan has a principal
balance of less than $2,000,000, a desktop estimation of value may be
substituted for any Appraisal otherwise required pursuant to this Section
3.20(d); provided that the Special Servicer may, with the consent of the
Majority Certificateholder of the Controlling Class, order an Appraisal at the
expense of the Trust Fund.

     (e) The Master Servicer shall deliver to the Trustee for deposit in the
Distribution Account on each Master Servicer Remittance Date, without any right
of reimbursement therefor, an amount equal to the aggregate of all Balloon
Payment Interest Shortfalls incurred in connection with Balloon Payments
received in respect of the Mortgage Loans (other than the Mesa Grande Loan A2)
during the most recently ended Collection Period.

     (f) The Master Servicer shall deliver to the Trustee for deposit in the
Distribution Account on each Master Servicer Remittance Date, without any right
of reimbursement therefor, an amount equal to the sum of (A) the lesser of (i)
the aggregate of all Prepayment Interest Shortfalls incurred in connection with
Principal Prepayments received in respect of the Mortgage Loans (other than Late
Due Date Mortgage Loans) during the most recently ended Collection Period, and
(ii) the aggregate Master Servicing Fees received by the Master Servicer during
such Collection Period and (B) the aggregate of all Extraordinary Prepayment
Interest Shortfalls, if any, incurred in connection with Principal Prepayments
received in respect of Late Due Date Mortgage Loans during the most recently
ended Collection Period.

     (g) With respect to all ARD Loans, the Master Servicer shall apply all
Monthly Payments and any other sums due, in accordance with the terms of the
related ARD Loan.

     (h) Subject to Section 3.21(a)(iv), with respect to all ARD Loans, the
Master Servicer and the Special Servicer shall not take any enforcement action
with respect to the payment of Excess Interest or principal in excess of the
principal component of the constant

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Monthly Payment, other than request for collection, until the maturity date of
the related Mortgage Loan. The foregoing shall not limit the Master Servicer's
and Special Servicer's obligation to establish or direct the related Mortgagor
to establish a Lock-Box Account pursuant to Section 3.25.

     (i) The Master Servicer shall be entitled to waive the application of any
provision in any ARD Loan that requires that the property manager of the related
Mortgaged Property be discharged if such ARD Loan is not paid in full on its
Anticipated Repayment Date.

     (j) With respect to each Mortgage Loan (other than the Mesa Grande Loan A2,
if applicable) that upon the occurrence of certain events permits the Master
Servicer to apply the proceeds of the release of any earnout reserve to the
exercise of a Defeasance Option, the Master Servicer shall only exercise such
Defeasance Option in accordance with Section 3.08 of this Agreement.

     (k) To the extent consistent with the terms of the applicable Mortgage Loan
(other than the Mesa Grande Loan A2), the Master Servicer shall exercise its
option to apply any proceeds of the release of the related earnout reserve to
prepayment or defeasance, as applicable, of such Mortgage Loan.

     (l) Upon the application of the proceeds of the release of any earnout
reserve to the prepayment of the related Mortgage Loan (other than the Mesa
Grande Loan A2), the Master Servicer shall calculate, based upon the Maturity
Date, Mortgage Rate and remaining outstanding principal balance of such Mortgage
Loan, a revised schedule upon which the remaining amount of principal and
interest due upon such Mortgage Loan shall be amortized until its Maturity Date.
The Master Servicer shall deliver a copy of such revised amortization schedule
to the related Mortgagor with an instruction to thereafter make Monthly Payments
in accordance with the revised schedule.

     (m) The Master Servicer shall provide written direction to each lessor
under a Ground Lease requesting that upon any default by the lessee, notice
thereof be provided to the Master Servicer to the extent required by the Ground
Lease.

     (n) The Master Servicer and the Special Servicer shall take all such action
as may be required to comply with the terms and conditions precedent to payment
of claims under the Environmental Policy and in order to maintain, in full force
and effect, such policy. Neither the Master Servicer nor the Special Servicer
shall agree to amend the Environmental Policy unless it shall have obtained
Rating Agency Confirmation with respect to such amendment. In addition, the
Master Servicer shall notify each Rating Agency of any claim under the
Environmental Policy.

     (o) With respect to any fees payable to a Rating Agency in connection with
an assumption, the Master Servicer or Special Servicer, as applicable, shall not
approve any assumption without requiring the Mortgagor to pay any fees
associated with any Rating Agency Confirmation, to the extent permitted or
required under the applicable Mortgage Loan documents and otherwise consistent
with the Servicing Standard.

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     (p) The Master Servicer shall provide to the Special Servicer and the
Majority Certificateholder of the Controlling Class (i) on or before the
Distribution Date next following the renewal of any all-risk policy for any
Mortgaged Property that secures a Mortgage Loan (other than the Mesa Grande Loan
A2) having a Cut-off Date Principal Balance greater than or equal to
$17,500,000, a copy of such renewal policy; (ii) on or before the Distribution
Date in December of each year, commencing with the Distribution Date in December
2003, an updated Insurance Summary Report in the form attached as Exhibit L; and
(iii) on or before December 2003, a First Anniversary Reserve Report in the form
attached as Exhibit M.

     SECTION 3.21 Modifications, Waivers, Amendments and Consents.

     (a) The Master Servicer and the Special Servicer each may agree to any
modification, waiver or amendment of any term of, forgive interest on and
principal of, capitalize interest on, permit the release, addition or
substitution of collateral securing, and/or permit the release of the Mortgagor
on or any guarantor of any Mortgage Loan it is required to service and
administer hereunder, without the consent of the Trustee or any
Certificateholder, subject, however, to each of the following limitations,
conditions and restrictions:

         (i) subject to Section 3.21(i), other than as provided in Sections 3.02
and 3.08, the Master Servicer (in such capacity) shall not agree to any
modification, waiver or amendment of any term of, or take any of the other acts
referenced in this Section 3.21(a) with respect to, any Mortgage Loan that would
(A) affect the amount or timing of any related payment of principal, interest or
other amount payable thereunder, (B) affect the obligation of the related
Mortgagor to pay any Prepayment Premium or permit a Principal Prepayment during
any period when the terms of the Mortgage Loan prohibit the making of Principal
Prepayments or, (C) in the Master Servicer's good faith and reasonable judgment,
materially impair the security for such Mortgage Loan or reduce the likelihood
of timely payment of amounts due thereon; the Special Servicer (in such
capacity) may, however, agree to any modification, waiver or amendment of any
term of, or take any of the other acts referenced in this Section 3.21(a) with
respect to, a Specially Serviced Mortgage Loan that would have any such effect,
but only if, in the Special Servicer's reasonable and good faith judgment, a
material default on such Mortgage Loan has occurred or a default in respect of
payment on such Mortgage Loan is reasonably foreseeable, and such modification,
waiver, amendment or other action is reasonably likely to produce a greater
recovery to Certificateholders on a present value basis, than would liquidation;

         (ii) any such action taken by the Special Servicer shall be accompanied
by an Officer's Certificate to such effect and to which is attached the present
value calculation which establishes the basis for such determination, a copy of
which shall be delivered to the Trustee for delivery to the Rating Agencies;

         (iii) neither the Master Servicer nor the Special Servicer may extend
the Stated Maturity Date of any Mortgage Loan beyond the date that is two years
prior to the Rated Final Distribution Date and, in the case of any Mortgage Loan
that is secured solely by a Ground Lease, the Master Servicer or the Special
Servicer, as the case may be, shall give due consideration to the remaining term
of such Ground Lease prior to extending the Stated Maturity Date of the Mortgage
Loan;

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         (iv) neither the Master Servicer nor the Special Servicer shall make or
permit any modification, waiver or amendment of any term of, or take any of the
other acts referenced in this Section 3.21(a) or clause (h) of Section 3.20 with
respect to, any Mortgage Loan that would (A) cause REMIC I, REMIC II or REMIC
III (or either of the Cardinal-Blossom Corners II REMIC and the Mesa Grande
REMIC) to fail to qualify as a REMIC under the Code or (subject to Section
10.01(f)) result in the imposition of any tax on "prohibited transactions" or
"contributions" after the Startup Day of any such REMIC under the REMIC
Provisions or (B) cause any Mortgage Loan to cease to be a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code (neither the Master
Servicer nor the Special Servicer shall be liable for decisions made under this
subsection which were made in good faith and, unless it would constitute bad
faith or negligence to do so, each of the Master Servicer and the Special
Servicer may rely on opinions of counsel in making such decisions);

         (v) neither the Master Servicer nor the Special Servicer shall permit
any Mortgagor to add or substitute any collateral for an outstanding Mortgage
Loan, which collateral constitutes real property, unless the Master Servicer or
the Special Servicer, as the case may be, shall have first determined, in its
reasonable and good faith judgment, based upon an Environmental Assessment
performed within the twelve months prior to such determination (and such
additional environmental testing as the Master Servicer or Special Servicer, as
the case may be, deems necessary and appropriate) prepared by an Independent
Person who regularly conducts Environmental Assessments (and such additional
environmental testing), at the expense of the Mortgagor, that such additional or
substitute collateral is in compliance with applicable environmental laws and
regulations and that there are no circumstances or conditions present with
respect to such new collateral relating to the use, management or disposal of
any Hazardous Materials for which investigation, testing, monitoring,
containment, clean-up or remediation would be required under any then applicable
environmental laws and/or regulations;

         (vi) neither the Master Servicer nor the Special Servicer shall, with
respect to a Mortgage Loan, other than a Specially Serviced Mortgage Loan
release or substitute any collateral securing an outstanding Mortgage Loan
except as provided in Sections 3.08 and 3.09(d) and except in the case of a
release where (A) the use of the collateral to be released will not, in the
Master Servicer's or Special Servicer's, as the case may be, good faith and
reasonable judgment, materially and adversely affect the Net Operating Income
being generated by or the use of the related Mortgaged Property, (B) there is a
corresponding principal paydown of such Mortgage Loan in an amount at least
equal to, or a delivery of substitute collateral with an Appraised Value at
least equal to, the Appraised Value of the collateral to be released, (C) the
remaining Mortgaged Property and any substitute collateral is, in the Master
Servicer's or Special Servicer's, as the case may be, good faith and reasonable
judgment, adequate security for the Mortgage Loan and (D) the Master Servicer or
Special Servicer, as applicable, has received Rating Agency Confirmation with
respect to such release or substitution; provided that (x) the limitations,
conditions and restrictions set forth in clauses (i) through (vi) above shall
not apply to any modification of any term of any Mortgage Loan or any other acts
referenced in this Section 3.21(a) that is required under the terms of such
Mortgage Loan in effect on the Closing Date and that is solely within the
control of the related Mortgagor, and (y) notwithstanding clauses (i) through
(vi) above, neither the Master Servicer nor the Special Servicer shall be
required to oppose the confirmation of a plan in any bankruptcy or similar
proceeding involving a Mortgagor if in their reasonable and good faith judgment
such opposition would not ultimately

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prevent the confirmation of such plan or one substantially similar. Neither the
Master Servicer nor the Special Servicer may extend the Maturity Date on any
Mortgage Loan except pursuant to this Section 3.21(a) or as otherwise required
under the related loan documents;

         (vii) the Master Servicer shall not consent to any assumption of a
Mortgage Loan or release of any earnout reserve amounts with respect to any
Specified Earnout Reserve Loan unless the Special Servicer shall have approved
such assumption or release in writing; and

         (viii) the Master Servicer shall not consent to (A) any waiver related
to the conditions for release or reduction of reserves, (B) any waivers relating
to the establishment of reserves, (C) waivers of any requirements regarding
additional collateral or (D) waivers of any lock-box requirements, unless the
Special Servicer has approved such waiver in writing.

     (b) Neither the Master Servicer nor the Special Servicer shall have any
liability to the Trust Fund, the Certificateholders or any other Person if its
analysis and determination that the modification, waiver, amendment or other
action contemplated by Section 3.21(a) is reasonably likely to produce a greater
recovery to Certificateholders on a present value basis than would liquidation,
should prove to be wrong or incorrect, so long as the analysis and determination
were made on a reasonable basis in good faith by the Master Servicer or Special
Servicer and the Master Servicer or Special Servicer was not negligent in
ascertaining the pertinent facts. The Master Servicer shall not have any
liability to the Trust Fund, the Certificateholders or any other Person with
respect to the Special Servicer's approval, disapproval or delay in processing
any assumption, earnout release or reserve release as provided in Section
3.21(a)(vii) or (viii).

     (c) Any payment of interest, which is deferred pursuant to any
modification, waiver or amendment permitted hereunder, shall not, for purposes
hereof, including, without limitation, calculating monthly distributions to
Certificateholders, be added to the unpaid principal balance of the related
Mortgage Loan, notwithstanding that the terms of such Mortgage Loan or such
modification, waiver or amendment so permit.

     (d) The Master Servicer and, with respect to a Specially Serviced Mortgage
Loan, the Special Servicer each may, as a condition to its granting any request
by a Mortgagor for consent, modification, waiver or indulgence or any other
matter or thing, the granting of which is within the Master Servicer's or the
Special Servicer's discretion pursuant to the terms of the instruments
evidencing or securing the related Mortgage Loan and is permitted by the terms
of this Agreement, require that such Mortgagor pay to it, as additional
servicing compensation, a reasonable or customary fee (not to exceed 1.0% of the
unpaid principal balance of the related Mortgage Loan) for the additional
services performed in connection with such request, together with any related
costs and expenses incurred by it.

     (e) Except for waivers of Penalty Charges and notice periods, all material
modifications, waivers and amendments of the Mortgage Loans entered into
pursuant to this Section 3.21 shall be in writing.

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     (f) Each of the Master Servicer and the Special Servicer shall notify the
Trustee and such other party, in writing, of any modification, waiver (other
than a waiver of Penalty Charges) or amendment of any term of any Mortgage Loan
(other than the Mesa Grande Loan A2, unless notified of any such amendment by
the 2002-C1 Master Servicer) and the date thereof, and shall deliver to the
Trustee or the related Custodian for deposit in the related Mortgage File, an
original counterpart of the agreement relating to such modification, waiver or
amendment, promptly (and in any event within 10 Business Days) following the
execution thereof. (g) The Master Servicer or Special Servicer, as applicable,
shall not waive the payment of any fees by a Mortgagor that may be due or
partially due to the other party without such other party's consent.

     (h) The failure of the Special Servicer to respond to the Master Servicer
within ten (10) Business Days of the Master Servicer's written request (such
request to include sufficient information regarding the applicable Mortgage Loan
and a written recommendation and rationale therefor with respect to such
request) for any approval or consent required hereunder, shall be deemed to
constitute a grant of such request for approval or consent.

     (i) Notwithstanding the foregoing provisions of this Section 3.21, (i) any
modifications, waivers or amendments to the Mesa Grande Loan A2 shall be subject
to the conditions set forth in the 2002-C1 Pooling Agreement and (ii) the Master
Servicer shall not agree to any material modification, material waiver or
material amendment of any term of any other Mortgage Loan unless (a) the Master
Servicer shall have notified the Special Servicer of the request for the
material modification and provided its written recommendation, analysis and any
other related documents in the possession or control of the Master Servicer
reasonably requested by the Special Servicer to the Special Servicer, (b) the
Special Servicer shall have approved such material modification, notified the
Majority Certificateholder of the Controlling Class of the request for such
approval and of the Master Servicer's and its own approval of such material
modification and shall have submitted to the Majority Certificateholder of the
Controlling Class each of the documents submitted to the Special Servicer by the
Master Servicer and (c) the Majority Certificateholder of the Controlling Class
shall have also approved such material modification; provided, however, that the
Special Servicer shall advise the Majority Certificateholder of the Controlling
Class of its approval (if any) of such material modification promptly upon (but
in no case to exceed 10 Business Days) its receipt of such notice,
recommendation, analysis and any reasonably requested documents from the Master
Servicer; and, provided, further, that if the Majority Certificateholder of the
Controlling Class does not reject such recommendation within 5 Business Days of
its receipt of the Special Servicer's recommendation and any additional
documents or information that the Majority Certificateholder of the Controlling
Class may reasonably request, then the material modification shall be deemed
approved. Unless required by the related Mortgage Loan documents or the
Servicing Standard, neither the Master Servicer nor Special Servicer shall
approve such material modification unless the Mortgagor shall agree to pay all
fees and costs associated with such material modification (unless such condition
shall have been waived by the Majority Certificateholder of the Controlling
Class).

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     (j) Permitted modifications and other similar actions with respect to the
Mortgage Loan of the Cardinal-Blossom Corners II REMIC and the Mesa Grande REMIC
as described in this Section 3.21 shall refer to the Mortgage Loan held by such
REMIC and not the Regular Interest issued by such REMIC.

     SECTION 3.22 Transfer of Servicing Between Master Servicer and Special
Servicer; Record Keeping.

     (a) Upon determining that a Servicing Transfer Event has occurred with
respect to any Mortgage Loan (other than the Mesa Grande Loan A2) and if the
Master Servicer is not also the Special Servicer, the Master Servicer shall
promptly give notice thereof, and deliver the related Servicing File, to the
Special Servicer and shall use reasonable efforts to provide the Special
Servicer with all information, documents (or copies thereof) and records
(including records stored electronically on computer tapes, magnetic discs and
the like) relating to the Mortgage Loan and reasonably requested by the Special
Servicer to enable it to assume its functions hereunder with respect thereto
without acting through a Sub-Servicer. The Master Servicer shall use reasonable
efforts to comply with the preceding sentence within five Business Days of the
occurrence of each related Servicing Transfer Event. The Special Servicer may,
as to any delinquent Mortgage Loan (other than the Mesa Grande Loan A2), prior
to the occurrence of a Servicing Transfer Event with respect thereto, request
and obtain the foregoing documents and information.

     Upon determining that a Specially Serviced Mortgage Loan has become a
Corrected Mortgage Loan and if the Master Servicer is not also the Special
Servicer, the Special Servicer shall promptly give notice thereof, and return
the related Servicing File, to the Master Servicer and upon giving such notice,
and returning such Servicing File, to the Master Servicer, the Special
Servicer's obligation to service such Mortgage Loan, and the Special Servicer's
right to receive the Special Servicing Fee with respect to such Mortgage Loan,
shall terminate, and the obligations of the Master Servicer to service and
administer such Mortgage Loan in accordance with this Agreement shall resume.

     Notwithstanding other provisions in this Agreement to the contrary, the
Master Servicer shall remain responsible for the billing and collection,
accounting, data collection, reporting and other basic Master Servicer
administrative functions with respect to Specially Serviced Mortgage Loans,
provided that the Special Servicer shall establish procedures for the Master
Servicer as to the application of receipts and tendered payments and shall have
the exclusive responsibility for and authority over all contacts with and
notices to Mortgagors and similar matters relating to each Specially Serviced
Mortgage Loan and the related Mortgaged Property.

     (b) In servicing any Specially Serviced Mortgage Loans, the Special
Servicer shall provide to the Trustee originals of documents included within the
definition of "Mortgage File" for inclusion in the related Mortgage File (with a
copy of each such original to the Master Servicer), and copies of any additional
related Mortgage Loan information, including correspondence with the related
Mortgagor.

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     (c) Notwithstanding anything in this Agreement to the contrary, in the
event that the Master Servicer and the Special Servicer are the same Person, all
notices, certificates, information and consents required to be given by the
Master Servicer to the Special Servicer or vice versa shall be deemed to be
given without the necessity of any action on such Person's part.

     SECTION 3.23 Sub-Servicing Agreements.

     (a) The Master Servicer may enter into Sub-Servicing Agreements for the
servicing and administration of all or a part of the Mortgage Loans (other than
the Mesa Grande Loan A2) for which it is responsible hereunder, provided that,
in each case, the Sub-Servicing Agreement: (i) is not inconsistent with this
Agreement and shall provide that the Sub-Servicer will maintain errors and
omissions insurance and fidelity bond coverage as required of the Master
Servicer under Section 3.07 hereof; (ii) provides that if the Master Servicer
shall for any reason no longer be the Master Servicer hereunder (including,
without limitation, by reason of an Event of Default or their termination
hereunder), the Trustee, its designee or any successor Master Servicer may
thereupon assume all of the rights and, except to the extent they arose prior to
the date of assumption, obligations of the Master Servicer, under such
agreement; (iii) expressly or effectively provides that (if the Master Servicer
and the Special Servicer are not the same Person) such agreement shall terminate
with respect to any Mortgage Loan serviced thereunder at the time such Mortgage
Loan becomes a Specially Serviced Mortgage Loan (provided that, if any
Additional Servicing Fee Mortgage Loan becomes a Specially Serviced Mortgage
Loan, the applicable Designated Sub-Servicer, Archon, GSMC and the Master
Servicer, as the case may be, shall be entitled to continue to receive or retain
their applicable portion of the Additional Servicing Fee with respect to such
Mortgage Loan pursuant to the related Designated Sub-Servicer Agreement); (iv)
requires that the Master Servicer consent to any modification to the terms of a
Mortgage Loan pursuant to Section 3.21; and (v) does not permit the Sub-Servicer
any direct rights of indemnification that may be satisfied out of assets of the
Trust Fund. Termination penalties or fees incurred under any such Sub-Servicing
Agreement shall not be an obligation of, or expense chargeable to, the
Certificateholders or the Trust Fund. References in this Agreement to actions
taken or to be taken by the Master Servicer include actions taken or to be taken
by a Sub-Servicer on behalf of the Master Servicer; and, in connection
therewith, all amounts advanced by any Sub-Servicer to satisfy the obligations
of the Master Servicer hereunder to make Servicing Advances and Delinquency
Advances shall be deemed to have been advanced by the Master Servicer, out of
its own funds and, accordingly, such Advances shall be recoverable by such
Sub-Servicer in the same manner and out of the same funds as if such
Sub-Servicer were the Master Servicer, and, for so long as they are outstanding,
such Advances shall accrue interest in accordance with Section 3.11(f) or
Section 4.03(d), as applicable, such interest to be allocable between the Master
Servicer and such Sub-Servicer as they may agree. For purposes of this
Agreement, the Master Servicer shall be deemed to have received any payment when
the Sub-Servicer receives such payment.

     (b) Each Sub-Servicer shall be authorized to transact business in the state
or states in which the related Mortgaged Properties it is to service are
situated, if and to the extent required by applicable law.

     (c) As part of its servicing activities hereunder, the Master Servicer, for
the benefit of the Trustee and the Certificateholders, shall (at no expense to
the Trustee, the

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Certificateholders or the Trust Fund) monitor the performance and enforce the
obligations of each Sub-Servicer retained by it under the related Sub-Servicing
Agreement. Such enforcement, including, without limitation, the legal
prosecution of claims, termination of Sub-Servicing Agreements in accordance
with their respective terms and the pursuit of other appropriate remedies, shall
be in such form and carried out to such an extent and at such time by the Master
Servicer in accordance with the Servicing Standard.

     (d) In the event the Trustee, its designee or any successor Master Servicer
assumes the rights and obligations of the Master Servicer under any
Sub-Servicing Agreement, the Master Servicer at its expense shall, upon request
of the Trustee, deliver to the assuming party all documents and records relating
to such Sub-Servicing Agreement and the Mortgage Loans then being serviced
thereunder and an accounting of amounts collected and held on behalf of it
thereunder, and otherwise use reasonable efforts to effect the orderly and
efficient transfer of the Sub-Servicing Agreement to the assuming party.

     (e) Notwithstanding any Sub-Servicing Agreement, the Master Servicer shall
remain obligated and liable to the Trustee and the Certificateholders for the
servicing and administration of the Mortgage Loans in accordance with the
provisions of this Agreement to the same extent and under the same terms and
conditions as if it alone were servicing and administering the Mortgage Loans
for which it is responsible.

     SECTION 3.24 Designation of Special Servicer by the Majority
Certificateholder of the Controlling Class.

     (a) The Majority Certificateholder of the Controlling Class, may at any
time and from time to time replace any existing Special Servicer or any Special
Servicer that has resigned or otherwise ceased to serve as Special Servicer,
including pursuant to Section 7.01. Such Holders shall so designate a Person to
so serve by the delivery to the Trustee of a written notice stating such
designation, subject to Rating Agency Confirmation. The Trustee shall, promptly
after receiving any such notice, so notify the Rating Agencies, the Master
Servicer and the Special Servicer. The designated Person shall become the
Special Servicer as of the date the Trustee shall have received: (i) written
confirmation from the Rating Agencies stating that if the designated Person were
to serve as Special Servicer hereunder, none of the then-current ratings of the
outstanding Classes of the Certificates would be qualified (including by
placement on "negative credit watch"), downgraded or withdrawn; (ii) a written
acceptance of all obligations of the Special Servicer under this Agreement,
executed by the designated Person; and (iii) an Opinion of Counsel (at the
expense of the Person designated to become the Special Servicer or the Holders
that made the designation) to the effect that the designation of such Person to
serve as Special Servicer is in compliance with this Section 3.24 and all other
applicable provisions of this Agreement, that upon the execution and delivery of
the written acceptance referred to in the immediately preceding clause (ii), the
designated Person shall be bound by the terms of this Agreement and that this
Agreement shall be enforceable against the designated Person in accordance with
its terms. The existing Special Servicer shall be deemed to have resigned
simultaneously with such designated Person's becoming the Special Servicer
hereunder; provided, however, that (i) the resigning Special Servicer shall
continue to be entitled to receive all amounts accrued or owing to it under this
Agreement on or prior to the effective date of such resignation, and (ii) it and
its directors, officers, employees and agents shall continue to be

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entitled to the benefits of Section 6.03, notwithstanding any such resignation.
Such resigning Special Servicer shall cooperate with the Trustee, the Master
Servicer and the replacement Special Servicer in effecting the termination of
the resigning Special Servicer's responsibilities and rights hereunder,
including, without limitation, the transfer within two Business Days to the
replacement Special Servicer for administration by it of all cash amounts that
shall at the time be or should have been deposited in the REO Account or
delivered by the Special Servicer to the Master Servicer or that are thereafter
received with respect to Specially Serviced Mortgage Loans and REO Properties.
The Majority Certificateholder of the Controlling Class shall be responsible for
paying any costs associated with such replacement, including the reasonable
costs of any servicing transfer other than in the case of a replacement due to
the Special Servicer being terminated for cause or as a result of an assignment
pursuant to Section 6.02(c).

     (b) The Majority Certificateholder of the Controlling Class will have no
liability to the Trust or the Certificateholders for any action taken, or for
refraining from the taking of any action, in good faith pursuant to this
Agreement, or for errors in judgment. Each Holder and Certificate Owner
acknowledges and agrees, by its acceptance of its Certificates or an interest
therein, that the Majority Certificateholder of the Controlling Class may have
special relationships and interests that conflict with those of Holders and
Certificate Owners of one or more Classes of Certificates, that the Majority
Certificateholder of the Controlling Class may act solely in the interests of
the Holders and Certificate Owners of the Controlling Class, that the Majority
Certificateholder of the Controlling Class does not have any duties to the
Holders and Certificate Owners of any Class of Certificates other than the
Controlling Class, that the Majority Certificateholder of the Controlling Class
may take actions that favor interests of the Holders and Certificate Owners of
the Controlling Class over the interests of the Holders and Certificate Owners
of one or more other Classes of Certificates, and that the Majority
Certificateholder of the Controlling Class shall have no liability whatsoever
for having so acted, and no Certificateholder may take any action whatsoever
against the Majority Certificateholder of the Controlling Class or any director,
officer, employee, agent or principal thereof for having so acted.

     (c) Notwithstanding the foregoing, if the Controlling Class consists of
Book-Entry Certificates, then the rights of the Holders of the Controlling Class
set forth above in this Section 3.24 may be exercised directly by the relevant
Certificate Owners, provided that the identity of such Certificate Owners has
been confirmed to the Trustee to its reasonable satisfaction.

     (d) The Majority Certificateholder of the Controlling Class shall be
provided access on the website of the Master Servicer or Trustee, as applicable,
to all reports and notices required to be submitted to the Rating Agencies by
the terms hereof by any of the Trustee or the Master Servicer (or in lieu of
providing such access the Master Servicer or Trustee, as applicable, may provide
copies (including electronic copies) of such reports and notices directly to the
Majority Certificateholder of the Controlling Class). The Special Servicer shall
provide copies of any reports and notices it is required to send to the Majority
Certificateholder of the Controlling Class directly to the Majority
Certificateholder of the Controlling Class.

     (e) Each of the Master Servicer and Special Servicer, as appropriate,
shall, without charge, make a knowledgeable Servicing Officer available to
answer questions from the

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Majority Certificateholder of the Controlling Class regarding, on no more often
than a monthly basis, during regular business hours at such time and for such
duration as the Master Servicer, the Special Servicer and the Majority
Certificateholder of the Controlling Class shall reasonably agree (in each case
except with respect to the Mesa Grande Loan A2), the performance of any Mortgage
Loan that is delinquent, Specially Serviced Mortgage Loans, Mortgage Loans on
the CMSA Servicer Watch List, or Mortgage Loans otherwise reasonably identified
as exhibiting deteriorating performance. The Majority Certificateholder of the
Controlling Class agrees to identify for the Master Servicer and the Special
Servicer in advance (but at least two (2) Business Days prior to the related
monthly conference) the Mortgage Loans it intends to discuss. As a condition to
such disclosure, the Majority Certificateholder of the Controlling Class shall
execute a confidentiality agreement substantially in the form attached hereto as
Exhibit H-2 and an Investor Certification.

     (f) The Majority Certificateholder of the Controlling Class shall be
entitled to advise the Special Servicer with respect to the following actions of
the Special Servicer, and notwithstanding anything herein to the contrary except
as necessary or advisable to avoid an Adverse REMIC Event and except as set
forth in, and in any event subject to, Section 3.24(g), the Special Servicer
will not be permitted to take any of the following actions with respect to the
Mortgage Loans or the Mortgaged Properties related thereto as to which the
Majority Certificateholder of the Controlling Class has objected in writing
within five Business Days of being notified thereof and/or receipt of all
reasonably requested documents in the Special Servicer's possession (provided
that if such written objection has not been received by the Special Servicer
within such five Business Day period, then the Majority Certificateholder of the
Controlling Class's approval will be deemed to have been given):

         (i) any actual or proposed foreclosure upon or comparable conversion
(which may include acquisitions of an REO Property) of the ownership of
properties securing such of the Specially Serviced Mortgage Loans as come into
and continue in default;

         (ii) any modification or waiver of any term of the related Mortgage
Loan documents of a Mortgage Loan that relates to the Maturity Date, the
Mortgage Rate, the Stated Principal Balance, amortization term or payment
frequency thereof or any provision requiring the payment of a Prepayment
Premium, other than a modification consisting of the extension of the maturity
date of a Mortgage Loan for one year or less;

         (iii) any proposed or actual sale of an REO Property (other than in
connection with the termination of the Trust Fund or pursuant to Section 3.18);

         (iv) any determination to bring an REO Property into compliance with
applicable environmental laws or to otherwise address Hazardous Materials
located at an REO Property;

         (v) any acceptance of substitute or additional collateral for a
Mortgage Loan unless required by the underlying Mortgage Loan documents;

         (vi) any waiver of a "due-on-sale" clause or "due-on-encumbrance"
clause;

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         (vii) any release of any performance or "earn-out" reserves, escrows or
letters of credit; and

         (viii) any acceptance of an assumption agreement releasing a Mortgagor
from liability under a Mortgage Loan.

     (g) Notwithstanding anything contained in this Agreement to the contrary,
no advice, direction or objection from or by the Majority Certificateholder of
the Controlling Class, as contemplated by this Agreement may (and the Special
Servicer and the Master Servicer shall ignore and act without regard to any such
advice, direction or objection that the Special Servicer or the Master Servicer,
as applicable, has determined, in its reasonable, good faith judgment, would)
(A) require or cause the Master Servicer or the Special Servicer, as applicable,
to violate the terms of any Mortgage Loan then serviced by it, applicable law or
any provision of this Agreement, including the Master Servicer's obligation or
the Special Servicer's obligation to act in accordance with the Servicing
Standard and to maintain the REMIC status of REMIC I, REMIC II or REMIC III or
(B) result in the imposition of a "prohibited transaction" or "prohibited
contribution" tax under the REMIC Provisions, or (C) expose the Master Servicer,
the Special Servicer, the Depositor, a Mortgage Loan Seller, the Trust Fund, the
Trustee or their officers, directors, employees or agents to any claim, suit or
liability, or (D) materially expand the scope of the Special Servicer's or the
Master Servicer's responsibilities under this Agreement.

     SECTION 3.25 Lock-Box Accounts and Servicing Accounts.

     (a) With respect to each Mortgage Loan (other than the Mesa Grande Loan
A2), the Master Servicer shall administer each Lock-Box Account, Cash Collateral
Account and Servicing Account in accordance with the related Mortgage Loan, Cash
Collateral Account Agreement or Lock-Box Agreement, if any.

     (b) With respect to any Mortgage Loan (other than the Mesa Grande Loan A2)
that provides that a Lock-Box Account or Cash Collateral Account will be
established upon the occurrence of certain events specified in such Mortgage
Loan, the Master Servicer (or, with respect to any Specially Serviced Mortgage
Loan, the Special Servicer) shall use reasonable efforts to establish or cause
to be established such Lock-Box Account upon the occurrence of such events
unless the Master Servicer (or the Special Servicer, as applicable) determines,
in accordance with the Servicing Standards, that such Lock-Box Account should
not be established. Notwithstanding the foregoing, the Master Servicer (or the
Special Servicer, as applicable) shall use reasonable efforts to establish or
cause to be established a Lock-Box Account for any ARD Loan no later than its
Anticipated Repayment Date.

     SECTION 3.26 Representations and Warranties of the Master Servicer and the
Special Servicer.

     GMACCM, in its capacity as both Master Servicer and Special Servicer
hereunder hereby represents and warrants to the Trustee, for its own benefit and
the benefit of the Certificateholders, and to the Depositor, as of the Closing
Date, that:

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         (i) GMACCM is a corporation, duly organized, validly existing and in
good standing under the laws of the State of California, and GMACCM is in
compliance with the laws of each State in which any Mortgaged Property is
located to the extent necessary to perform its obligations under this Agreement.

         (ii) The execution and delivery of this Agreement by GMACCM, and the
performance and compliance with the terms of this Agreement by GMACCM, will not
violate GMACCM'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.

         (iii) GMACCM 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 other parties hereto, constitutes a valid, legal and binding obligation
of GMACCM, enforceable against GMACCM in accordance with the terms hereof,
subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and
other laws affecting the enforcement of creditors' rights generally, and (B)
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law.

         (v) GMACCM 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, 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 GMACCM's good
faith and reasonable judgment, is likely to affect materially and adversely
either the ability of GMACCM to perform its obligations under this Agreement or
the financial condition of GMACCM.

         (vi) No litigation is pending or, to the best of GMACCM's knowledge,
threatened against GMACCM the outcome of which, in GMACCM's good faith and
reasonable judgment, could reasonably be expected to prohibit GMACCM from
entering into this Agreement or materially and adversely affect the ability of
GMACCM to perform its obligations under this Agreement.

         (vii) GMACCM has errors and omissions insurance coverage which is in
full force and effect and complies with the requirements of Section 3.07 hereof.

         (viii) No consent, approval, authorization or order, 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 GMACCM with this Agreement, or the consummation by GMACCM 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,

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registration, filing or notice would not have a material adverse effect on the
performance by GMACCM under this Agreement.

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS
                               AND RELATED MATTERS

     SECTION 4.01 Distributions.

     (a) On each Distribution Date, the Trustee shall be deemed to apply the
Available Distribution Amount (after apportionment of any expenses under this
Agreement properly allocable to the Cardinal-Blossom Corners II REMIC and the
Mesa Grande REMIC so as to result in the deemed payment of the amounts payable
with respect to the Regular Interest of such REMIC to be in accordance with its
REMIC Declaration) for such date for the following purposes and in the following
order of priority:

         (i) to pay interest to REMIC II in respect of the various REMIC I
Regular Interests, up to an amount equal to, and pro rata in accordance with,
all Uncertificated Distributable Interest for each such REMIC I Regular Interest
for such Distribution Date and, to the extent not previously deemed paid, for
all prior Distribution Dates;

         (ii) to pay principal to REMIC II in respect of the various REMIC I
Regular Interests, up to an amount equal to, and pro rata in accordance with, in
the case of each such REMIC I Regular Interest for such Distribution Date, the
excess, if any, of the Uncertificated Principal Balance of such REMIC I Regular
Interest outstanding immediately prior to such Distribution Date, over the
Stated Principal Balance of the related Mortgage Loan, REO Loan or, if
applicable, Replacement Mortgage Loan(s), as the case may be, that will be
outstanding immediately following such Distribution Date; and

         (iii) to reimburse REMIC II for any Realized Losses and Additional
Trust Fund Expenses previously deemed allocated to the various REMIC I Regular
Interests, up to an amount equal to, and pro rata in accordance with, the Loss
Reimbursement Amount for each such REMIC I Regular Interest immediately prior to
such Distribution Date.

     On each Distribution Date, the Trustee shall be deemed to apply any amounts
withdrawn from the Excess Liquidation Proceeds Reserve Account for such
Distribution Date to reimburse REMIC II for any Realized Losses and Additional
Trust Fund Expenses previously deemed allocated to the various REMIC I Regular
Interests and unreimbursed pursuant to Section 4.01(a)(iii), up to an amount
equal to, and pro rata in accordance with, the Loss Reimbursement Amount for
each such REMIC I Regular Interest immediately prior to such Distribution Date.

     On each Distribution Date, the Trustee shall pay to the Holders of the
Class R-I Certificates, in accordance with Section 4.01(c), that portion, if
any, of the Available Distribution Amount for such date that has not otherwise
been deemed paid to REMIC II in respect of the REMIC I Regular Interests
pursuant to the foregoing provisions of this Section 4.01(a) (such portion, the
"Class R-I Distribution Amount" for such Distribution Date).

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<PAGE>

     On each Distribution Date, the Trustee shall be deemed to apply amounts
relating to each Prepayment Premium then on deposit in the Distribution Account
and received during or prior to the related Collection Period, to pay additional
interest to REMIC II in respect of the REMIC I Regular Interest that relates to
the Mortgage Loan or REO Loan, as the case may be, as to which such Prepayment
Premium was received.

     All amounts (other than additional interest in the form of amounts relating
to Prepayment Premiums) deemed paid to REMIC II in respect of the REMIC I
Regular Interests pursuant to this Section 4.01(a) on any Distribution Date is
hereinafter referred to as the "REMIC II Distribution Amount" for such date.

     (b) On each Distribution Date, the Trustee shall be deemed to apply the
REMIC II Distribution Amount (other than any amounts withdrawn from the Excess
Liquidation Proceeds Reserve Account) for such date for the following purposes
and in the following order of priority:

         (i) to pay interest to REMIC III in respect of all REMIC II Regular
Interests up to an amount equal to all Uncertificated Distributable Interest in
respect of such REMIC II Regular Interests for such Distribution Date and, to
the extent not previously deemed paid, for all prior Distribution Dates with
such payments allocated among the REMIC II Regular Interests such that remaining
amounts, if any, of unpaid interest on each such REMIC II Regular Interest will
equate to the remaining unpaid accrued interest on the corresponding Class of
Principal Balance Certificates or Class X Component outstanding after all
subsequent adjustments made on such Distribution Date under Section 4.01(c)
below;

         (ii) to pay principal to REMIC III in respect of all REMIC II Regular
Interests apportioned as payment of Uncertificated Principal Balance among REMIC
II Regular Interests such that the remaining Uncertificated Principal Balance of
each such class will equal the then outstanding Class Principal Balance of the
corresponding Principal Balance Certificates after all subsequent adjustments
made on such Distribution Date under Section 4.01(c) below (other than payments
thereunder in reimbursement of any Realized Losses and Additional Trust Fund
Expenses); provided, that, (A) with respect to distributions of principal in
respect of REMIC II Regular Interests LA-1-1, LA-1-2-A, LA-1-2-B, LA-1-2-C,
LA-1-2-D, LA-1-2-E, LA-1-2-F and LA-1-2-G, (I) the aggregate Uncertificated
Principal Balance of such REMIC II Regular Interests shall correspond with the
outstanding Class Principal Balance of the Class A-1 Certificates and (II) the
Uncertificated Principal Balance of the REMIC II Regular Interest LA-1-2-A will
only be reduced after the Uncertificated Principal Balance of the REMIC II
Regular Interest LA-1-1 has been reduced to zero, the Uncertificated Principal
Balance of the REMIC II Regular Interest LA-1-2-B will only be reduced after the
Uncertificated Principal Balance of the REMIC II Regular Interest LA-1-2-A has
been reduced to zero, the Uncertificated Principal Balance of the REMIC II
Regular Interest LA-1-2-C will only be reduced after the Uncertificated
Principal Balance of the REMIC II Regular Interest LA-1-2-B has been reduced to
zero, the Uncertificated Principal Balance of the REMIC II Regular Interest
LA-1-2-D will only be reduced after the Uncertificated Principal Balance of the
REMIC II Regular Interest LA-1-2-C has been reduced to zero, the Uncertificated
Principal Balance of the REMIC II Regular Interest LA-1-2-E will only be reduced
after the Uncertificated Principal Balance of the REMIC II Regular Interest
LA-1-2-D has been reduced to zero, the Uncertificated Principal Balance of the

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REMIC II Regular Interest LA-1-2-F will only be reduced after the Uncertificated
Principal Balance of the REMIC II Regular Interest LA-1-2-E has been reduced to
zero, and the Uncertificated Principal Balance of the REMIC II Regular Interest
LA-1-2-G will only be reduced after the Uncertificated Principal Balance of the
REMIC II Regular Interest LA-1-2-F has been reduced to zero; (B) with respect to
distributions of principal in respect of REMIC II Regular Interests LA-2-A,
LA-2-B and LA-2-C, (I) the aggregate Uncertificated Principal Balance of the
REMIC II Regular Interests LA-2-A, LA-2-B and LA-2-C shall correspond with the
outstanding Class Principal Balance of the Class A-2 Certificates and (II) the
Uncertificated Principal Balance of the REMIC II Regular Interest LA-2-B will
only be reduced after the Uncertificated Principal Balance of the REMIC II
Regular Interest LA-2-A has been reduced to zero and the Uncertificated
Principal Balance of the REMIC II Regular Interest LA-2-C will only be reduced
after the Uncertificated Principal Balance of the REMIC II Regular Interest
LA-2-B has been reduced to zero; (C) with respect to distributions of principal
in respect of REMIC II Regular Interests LG-A and LG-B, (I) the aggregate
Uncertificated Principal Balance of the REMIC II Regular Interests LG-A and LG-B
shall correspond with the outstanding Class Principal Balance of the Class G
Certificates and (II) the Uncertificated Principal Balance of the REMIC II
Regular Interest LG-B will only be reduced after the Uncertificated Principal
Balance of the REMIC II Regular Interest LG-A has been reduced to zero; (D) with
respect to distributions of principal in respect of REMIC II Regular Interests
LH-A, LH-B and LH-C, (I) the aggregate Uncertificated Principal Balance of the
REMIC II Regular Interests LH-A, LH-B and LH-C shall correspond with the
outstanding Class Principal Balance of the Class H Certificates and (II) the
Uncertificated Principal Balance of the REMIC II Regular Interest LH-B will only
be reduced after the Uncertificated Principal Balance of the REMIC II Regular
Interest LH-A has been reduced to zero and the Uncertificated Principal Balance
of the REMIC II Regular Interest LH-C will only be reduced after the
Uncertificated Principal Balance of the REMIC II Regular Interest LH-B has been
reduced to zero; (E) with respect to distributions of principal in respect of
REMIC II Regular Interests LJ-A, LJ-B and LJ-C, (I) the aggregate Uncertificated
Principal Balance of the REMIC II Regular Interests LJ-A, LJ-B and LJ-C shall
correspond with the outstanding Class Principal Balance of the Class J
Certificates and (II) the Uncertificated Principal Balance of the REMIC II
Regular Interest LJ-B will only be reduced after the Uncertificated Principal
Balance of the REMIC II Regular Interest LJ-A has been reduced to zero and the
Uncertificated Principal Balance of the REMIC II Regular Interest LJ-C will only
be reduced after the Uncertificated Principal Balance of the REMIC II Regular
Interest LJ-B has been reduced to zero; and (F) with respect to distributions of
principal in respect of REMIC II Regular Interests LL-A and LL-B, (I) the
aggregate Uncertificated Principal Balance of the REMIC II Regular Interests
LL-A and LL-B shall correspond with the outstanding Class Principal Balance of
the Class L Certificates and (II) the Uncertificated Principal Balance of the
REMIC II Regular Interest LL-B will only be reduced after the Uncertificated
Principal Balance of the REMIC II Regular Interest LL-A has been reduced to
zero.

         (iii) to reimburse REMIC III for any Realized Losses and Additional
Trust Fund Expenses previously deemed allocated to REMIC II Regular Interests,
apportioned among the REMIC II Regular Interests consistent with the
reimbursement payments made on the corresponding Classes of Principal Balance
Certificates on such Distribution Date under Section 4.01(c) below; provided,
that, (A) with respect to REMIC II Regular Interests LA-1-1, LA-1-2-A, LA-1-2-B,
LA-1-2-C, LA-1-2-D, LA-1-2-E, LA-1-2-F and LA-1-2-G, any Realized Losses and
Additional Trust Fund Expenses shall be allocated and reimbursed first to the
REMIC II

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Regular Interest LA-1-2-G, then to the REMIC II Regular Interest LA-1-2-F, then
to REMIC II Regular Interest LA-1-2-E, then to REMIC II Regular Interest
LA-1-2-D, then to REMIC II Regular Interest LA-1-2-C, then to REMIC II Regular
Interest LA-1-2-B, then to REMIC II Regular Interest LA-1-2-A and then to REMIC
II Regular Interest LA-1-1, (B) with respect to REMIC II Regular Interests
LA-2-A, LA-2-B and LA-2-C, any Realized Losses and Additional Trust Fund
Expenses shall be allocated and reimbursed first to the REMIC II Regular
Interest LA-2-C, then to the REMIC II Regular Interest LA-2-B and then to REMIC
II Regular Interest LA-2-A, (C) with respect to REMIC II Regular Interests LG-A
and LG-B, any Realized Losses and Additional Trust Fund Expenses shall be
allocated and reimbursed first to the REMIC II Regular Interest LG-B and then to
REMIC II Regular Interest LG-A, (D) with respect to REMIC II Regular Interests
LH-A, LH-B and LH-C, any Realized Losses and Additional Trust Fund Expenses
shall be allocated and reimbursed first to the REMIC II Regular Interest LH-C,
then to the REMIC II Regular Interest LH-B and then to REMIC II Regular Interest
LH-A, (E) with respect to REMIC II Regular Interests LJ-A, LJ-B and LJ-C, any
Realized Losses and Additional Trust Fund Expenses shall be allocated and
reimbursed first to the REMIC II Regular Interest LJ-C, then to the REMIC II
Regular Interest LJ-B and then to REMIC II Regular Interest LJ-A and (F) with
respect to REMIC II Regular Interests LL-A and LL-B, any Realized Losses and
Additional Trust Fund Expenses shall be allocated and reimbursed first to the
REMIC II Regular Interest LL-B and then to REMIC II Regular Interest LL-A.

     On each Distribution Date, the Trustee shall be deemed to apply any amounts
withdrawn from the Excess Liquidation Proceeds Reserve Account for such
Distribution Date to reimburse REMIC III for any Realized Losses and Additional
Trust Fund Expenses previously deemed allocated to REMIC II Regular Interests
and unreimbursed pursuant to Section 4.01(b)(iii), consistent with the
reimbursement payments made on the corresponding Classes of Principal Balance
Certificates on such Distribution Date under Section 4.01(c) below.

     On each Distribution Date, the Trustee shall pay to the Holders of the
Class R-II Certificates, in accordance with Section 4.01(c), that portion, if
any, of the REMIC II Distribution Amount for such date that has not otherwise
been deemed paid to REMIC III in respect of the REMIC II Regular Interests
pursuant to the foregoing provisions of this Section 4.01(b) (such portion, the
"Class R-II Distribution Amount" for such Distribution Date).

     On each Distribution Date, the Trustee shall be deemed to apply all amounts
relating to Prepayment Premiums then on deposit in the Distribution Account and
received during or prior to the related Collection Period, to pay additional
interest to REMIC III in respect of REMIC II Regular Interests allocable among
the REMIC II Regular Interests in an amount with respect to each REMIC II
Regular Interest equal to the amount allocable to the corresponding Class of
Principal Balance Certificates and Class X Component outstanding after all
subsequent adjustments made on such Distribution Date under Section 4.01(c)
below.

     (c) On each Distribution Date, following the deemed payments to REMIC III
in respect of the REMIC II Regular Interests on such date pursuant to Section
4.01(b), the Trustee shall withdraw from the Distribution Account the Available
Distribution Amount for such Distribution Date and shall apply such amount for
the following purposes and in the following order of priority:

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         (i) to pay interest to the Holders of the respective Classes of Senior
Certificates, in an amount equal to, and pro rata in accordance with, all
Distributable Certificate Interest in respect of each such Class of Certificates
for such Distribution Date and, to the extent not previously paid, for all prior
Distribution Dates;

         (ii) to pay principal first to the Holders of the Class A-1
Certificates and second to the Holders of the Class A-2 Certificates, in each
case, up to an amount equal to the lesser of (1) the then outstanding Class
Principal Balance of such Class of Certificates and (2) the remaining portion,
if any, of such Principal Distribution Amount;

         (iii) to reimburse the Holders of the respective Classes of Class A
Certificates, up to an amount equal to and pro rata as among such Classes in
accordance with, the respective amounts of Realized Losses and Additional Trust
Fund Expenses, if any, previously deemed allocated to such Classes of
Certificates and for which no reimbursement has previously been paid; and

         (iv) to make payments on the Subordinated Certificates pursuant to the
following paragraph;

provided that, on each Distribution Date after the aggregate of the Class
Principal Balances of the Subordinated Certificates has been reduced to zero,
and in any event on the Final Distribution Date, the payments of principal to be
made pursuant to clause (ii) above, will be so made to the Holders of the
respective Classes of Class A Certificates, up to an amount equal to, and pro
rata as among such Classes in accordance with, the respective then outstanding
Class Principal Balances of such Classes of Certificates. References to
"remaining Principal Distribution Amount" shall be to the Principal Distribution
Amount net of any distributions of principal made in respect thereof to the
Holders of each Class of Class A Certificates that, pursuant to clause (ii)
above, have a prior right to payment with respect thereto.

     On each Distribution Date, following the foregoing series of payments on
the Senior Certificates, the Trustee shall apply the remaining portion, if any,
of the Available Distribution Amount for such date for the following purposes
and in the following order of priority:

     (i) to pay interest to the Holders of the Class B Certificates, up to an
   amount equal to all Distributable Certificate Interest in respect of such
   Class of Certificates for such Distribution Date and, to the extent not
   previously paid, for all prior Distribution Dates;

     (ii) if the Class Principal Balances of the Class A Certificates have been
   reduced to zero, to pay principal to the Holders of the Class B Certificates,
   up to an amount equal to the lesser of (A) the then outstanding Class
   Principal Balance of such Class of Certificates and (B) the remaining
   Principal Distribution Amount for such Distribution Date;

     (iii) to reimburse the Holders of the Class B Certificates, up to an amount
   equal to all Realized Losses and Additional Trust Fund Expenses, if any,

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   previously deemed allocated to such Class of Certificates and for which no
   reimbursement has previously been paid;

     (iv) to pay interest to the Holders of the Class C Certificates, up to an
   amount equal to all Distributable Certificate Interest in respect of such
   Class of Certificates for such Distribution Date and, to the extent not
   previously paid, for all prior Distribution Dates;

     (v) if the Class Principal Balances of the Class A and Class B Certificates
   have been reduced to zero, to pay principal to the Holders of the Class C
   Certificates, up to an amount equal to the lesser of (A) the then outstanding
   Class Principal Balance of such Class of Certificates and (B) the remaining
   Principal Distribution Amount for such Distribution Date;

     (vi) to reimburse the Holders of the Class C Certificates, up to an amount
   equal to all Realized Losses and Additional Trust Fund Expenses, if any,
   previously deemed allocated to such Class of Certificates and for which no
   reimbursement has previously been received;

     (vii) to pay interest to the Holders of the Class D Certificates, up to an
   amount equal to all Distributable Certificate Interest in respect of such
   Class of Certificates for such Distribution Date and, to the extent not
   previously paid, for all prior Distribution Dates;

     (viii) if the Class Principal Balances of the Class A, Class B and Class C
   Certificates have been reduced to zero, to pay principal to the Holders of
   the Class D Certificates, up to an amount equal to the lesser of (A) the then
   outstanding Class Principal Balance of such Class of Certificates and (B) the
   remaining Principal Distribution Amount for such Distribution Date;

     (ix) to reimburse the Holders of the Class D Certificates, up to an amount
   equal to all Realized Losses and Additional Trust Fund Expenses, if any,
   previously deemed allocated to such Class of Certificates and for which no
   reimbursement has previously been received;

     (x) to pay interest to the Holders of the Class E Certificates, up to an
   amount equal to all Distributable Certificate Interest in respect of such
   Class of Certificates for such Distribution Date and, to the extent not
   previously paid, for all prior Distribution Dates;

     (xi) if the Class Principal Balances of the Class A, Class B, Class C and
   Class D Certificates have been reduced to zero, to pay principal to the
   Holders of the Class E Certificates, up to an amount equal to the lesser of
   (A) the then outstanding Class Principal Balance of such Class of
   Certificates and (B) the remaining Principal Distribution Amount for such
   Distribution Date;

     (xii) to reimburse the Holders of the Class E Certificates, up to an amount
   equal to all Realized Losses and Additional Trust Fund Expenses, if any,

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   previously deemed allocated to such Class of Certificates and for which no
   reimbursement has previously been received;

     (xiii) to pay interest to the Holders of the Class F Certificates, up to an
   amount equal to all Distributable Certificate Interest in respect of such
   Class of Certificates for such Distribution Date and, to the extent not
   previously paid, for all prior Distribution Dates;

     (xiv) if the Class Principal Balances of the Class A, Class B, Class C,
   Class D and Class E Certificates have been reduced to zero, to pay principal
   to the Holders of the Class F Certificates, up to an amount equal to the
   lesser of (A) the then outstanding Class Principal Balance of such Class of
   Certificates and (B) the remaining Principal Distribution Amount for such
   Distribution Date;

     (xv) to reimburse the Holders of the Class F Certificates, up to an amount
   equal to all Realized Losses and Additional Trust Fund Expenses, if any,
   previously deemed allocated to such Class of Certificates and for which no
   reimbursement has previously been received;

     (xvi) to pay interest to the Holders of the Class G Certificates, up to an
   amount equal to all Distributable Certificate Interest in respect of such
   Class of Certificates for such Distribution Date and, to the extent not
   previously paid, for all prior Distribution Dates;

     (xvii) if the Class Principal Balances of the Class A, Class B, Class C,
   Class D, Class E and Class F Certificates have been reduced to zero, to pay
   principal to the Holders of the Class G Certificates, up to an amount equal
   to the lesser of (A) the then outstanding Class Principal Balance of such
   Class of Certificates and (B) the remaining Principal Distribution Amount for
   such Distribution Date;

     (xviii) to reimburse the Holders of the Class G Certificates, up to an
   amount equal to all Realized Losses and Additional Trust Fund Expenses, if
   any, previously deemed allocated to such Class of Certificates and for which
   no reimbursement has previously been received;

     (xix) to pay interest to the Holders of the Class H Certificates, up to an
   amount equal to all Distributable Certificate Interest in respect of such
   Class of Certificates for such Distribution Date and, to the extent not
   previously paid, for all prior Distribution Dates;

     (xx) if the Class Principal Balances of the Class A, Class B, Class C,
   Class D, Class E, Class F and Class G Certificates have been reduced to zero,
   to pay principal to the Holders of the Class H Certificates, up to an amount
   equal to the lesser of (A) the then outstanding Class Principal Balance of
   such Class of Certificates and (B) the remaining Principal Distribution
   Amount for such Distribution Date;

     (xxi) to reimburse the Holders of the Class H Certificates, up to an amount
   equal to all Realized Losses and Additional Trust Fund Expenses, if any,

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   previously deemed allocated to such Class of Certificates and for which no
   reimbursement has previously been received;

     (xxii) to pay interest to the Holders of the Class J Certificates, up to an
   amount equal to all Distributable Certificate Interest in respect of such
   Class of Certificates for such Distribution Date and, to the extent not
   previously paid, for all prior Distribution Dates;

     (xxiii) if the Class Principal Balances of the Class A, Class B, Class C,
   Class D, Class E, Class F, Class G and Class H Certificates have been reduced
   to zero, to pay principal to the Holders of the Class J Certificates, up to
   an amount equal to the lesser of (A) the then outstanding Class Principal
   Balance of such Class of Certificates and (B) the remaining Principal
   Distribution Amount for such Distribution Date;

     (xxiv) to reimburse the Holders of the Class J Certificates, up to an
   amount equal to all Realized Losses and Additional Trust Fund Expenses, if
   any, previously deemed allocated to such Class of Certificates and for which
   no reimbursement has previously been received;

     (xxv) to pay interest to the Holders of the Class K Certificates, up to an
   amount equal to all Distributable Certificate Interest in respect of the
   Class K Certificates for such Distribution Date and, to the extent not
   previously paid, for all prior Distribution Dates;

     (xxvi) if the Class Principal Balances of the Class A, Class B, Class C,
   Class D, Class E, Class F, Class G, Class H and Class J Certificates have
   been reduced to zero, to pay principal to the Holders of the Class K
   Certificates, up to an amount equal to the lesser of (A) the then outstanding
   Class Principal Balance of such Class K Certificates and (B) the remaining
   Principal Distribution Amount for such Distribution Dates;

     (xxvii) to reimburse the Holders of the Class K Certificates, up to an
   amount equal to all Realized Losses and Additional Trust Fund Expenses, if
   any, previously deemed allocated to such Class K Certificates and for which
   no reimbursement has previously been received;

     (xxviii) to pay interest to the Holders of the Class L Certificates, up to
   an amount equal to all Distributable Certificate Interest in respect of such
   Class L Certificates for such Distribution Date and, to the extent not
   previously paid, for all prior Distribution Dates;

     (xxix) if the Class Principal Balances of the Class A, Class B, Class C,
   Class D, Class E, Class F, Class G, Class H, Class J and Class K Certificates
   have been reduced to zero, to pay principal to the Holders of the Class L
   Certificates, up to an amount equal to the lesser of (A) the then outstanding
   Class Principal Balance of such Class L Certificates and (B) the remaining
   Principal Distribution Amount for such Distribution Dates;

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     (xxx) to reimburse the Holders of the Class L Certificates, up to an amount
   equal to all Realized Losses and Additional Trust Fund Expenses, if any,
   previously deemed allocated to such Class L Certificates and for which no
   reimbursement has previously been received;

     (xxxi) to pay interest to the Holders of the Class M Certificates, up to an
   amount equal to all Distributable Certificate Interest in respect of such
   Class M Certificates for such Distribution Date and, to the extent not
   previously paid, for all prior Distribution Dates;

     (xxxii) if the Class Principal Balances of the Class A, Class B, Class C,
   Class D, Class E, Class F, Class G, Class H, Class J, Class K and Class L
   Certificates have been reduced to zero, to pay principal to the Holders of
   the Class M Certificates, up to an amount equal to the lesser of (A) the then
   outstanding Class Principal Balance of such Class M Certificates and (B) the
   remaining Principal Distribution Amount for such Distribution Dates;

     (xxxiii) to reimburse the Holders of the Class M Certificates, up to an
   amount equal to all Realized Losses and Additional Trust Fund Expenses, if
   any, previously deemed allocated to such Class M Certificates and for which
   no reimbursement has previously been received;

     (xxxiv) to pay interest to the Holders of the Class N Certificates, up to
   an amount equal to all Distributable Certificate Interest in respect of such
   Class N Certificates for such Distribution Date and, to the extent not
   previously paid, for all prior Distribution Dates;

     (xxxv) if the Class Principal Balances of the Class A, Class B, Class C,
   Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L and
   Class M Certificates have been reduced to zero, to pay principal to the
   Holders of the Class N Certificates, up to an amount equal to the lesser of
   (A) the then outstanding Class Principal Balance of such Class N Certificates
   and (B) the remaining Principal Distribution Amount for such Distribution
   Dates;

     (xxxvi) to reimburse the Holders of the Class N Certificates, up to an
   amount equal to all Realized Losses and Additional Trust Fund Expenses, if
   any, previously deemed allocated to such Class N Certificates and for which
   no reimbursement has previously been received;

     (xxxvii) to pay interest to the Holders of the Class O-1 Certificates, up
   to an amount equal to all Distributable Certificate Interest in respect of
   such Class O-1 Certificates for such Distribution Date and, to the extent not
   previously paid, for all prior Distribution Dates;

     (xxxviii)if the Class Principal Balances of the Class A, Class B, Class C,
   Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
   M and Class N Certificates have been reduced to zero, to pay principal to the
   Holders of the Class O-1 Certificates, up to an amount equal to the lesser of
   (A) the then outstanding

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   Class Principal Balance of such Class O-1 Certificates and (B) the remaining
   Principal Distribution Amount for such Distribution Dates;

     (xxxix) to reimburse the Holders of the Class O-1 Certificates, up to an
   amount equal to all Realized Losses and Additional Trust Fund Expenses, if
   any, previously deemed allocated to such Class O-1 Certificates and for which
   no reimbursement has previously been received;

     (xl) to pay interest to the Holders of the Class O-2 Certificates, up to an
   amount equal to all Distributable Certificate Interest in respect of such
   Class O-2 Certificates for such Distribution Date and, to the extent not
   previously paid, for all prior Distribution Dates;

     (xli) if the Class Principal Balances of the Class A, Class B, Class C,
   Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
   M, Class N and Class O-1 Certificates have been reduced to zero, to pay
   principal to the Holders of the Class O-2 Certificates, up to an amount equal
   to the lesser of (A) the then outstanding Class Principal Balance of such
   Class O-2 Certificates and (B) the remaining Principal Distribution Amount
   for such Distribution Dates;

     (xlii) to reimburse the Holders of the Class O-2 Certificates, up to an
   amount equal to all Realized Losses and Additional Trust Fund Expenses, if
   any, previously deemed allocated to such Class O-2 Certificates and for which
   no reimbursement has previously been received;

     (xliii) to pay interest to the Holders of the Class P Certificates, up to
   an amount equal to all Distributable Certificate Interest in respect of such
   Class P Certificates for such Distribution Date and, to the extent not
   previously paid, for all prior Distribution Dates;

     (xliv) if the Class Principal Balances of the Class A, Class B, Class C,
   Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
   M , Class N, Class O-1 and Class O-2 Certificates have been reduced to zero,
   to pay principal to the Holders of the Class P Certificates, up to an amount
   equal to the lesser of (A) the then outstanding Class Principal Balance of
   such Class P Certificates and (B) the remaining Principal Distribution Amount
   for such Distribution Dates;

     (xlv) to reimburse the Holders of the Class P Certificates, up to an amount
   equal to all Realized Losses and Additional Trust Fund Expenses, if any,
   previously deemed allocated to such Class P Certificates and for which no
   reimbursement has previously been received;

     (xlvi) to make payments to the Holders of the Class R-I Certificates up to
   the amount of the Class R-I Distribution Amount for such Distribution Date;

     (xlvii) to make payments to the Holders of the Class R-II Certificates up
   to the amount of the Class R-II Distribution Amount for such Distribution
   Date; and

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     (xlviii) to pay to the Holders of the Class R-III Certificates the balance,
   if any, of the Available Distribution Amount for such Distribution Date;

provided that, on the Final Distribution Date, the payments of principal to be
made pursuant to any of clauses (ii), (v), (viii), (xi), (xiv), (xvii), (xx),
(xxiii), (xxvi), (xxix), (xxxii), (xxxv), (xxxviii), (xli) and (xliv) above with
respect to any Class of Principal Balance Certificates, will be so made to the
Holders thereof, up to an amount equal to the entire then outstanding Class
Principal Balance of such Class of Certificates. References to "remaining
Principal Distribution Amount" in any of clauses (ii), (v), (viii), (xi), (xiv),
(xvii), (xx), (xxiii), (xxvi), (xxix), (xxxii), (xxxv), (xxxviii), (xli) and
(xliv) above, in connection with the payments of principal to be made to the
Holders of any Class of Principal Balance Certificates, shall be to the
Principal Distribution Amount for such Distribution Date, net of any payments of
principal made in respect thereof to the Holders of each Class of Principal
Balance Certificates that have a higher Payment Priority.

     On each Distribution Date, the Trustee shall withdraw any amounts then on
deposit in the Distribution Account that represent Prepayment Premiums collected
during or prior to the related Collection Period and shall distribute such
amounts, in each case, subject to available funds, as additional interest, as
follows:

         (i) to the Holders of the Class A, Class B, Class C, Class D, Class E,
Class F, Class G and Class H Certificates up to an amount equal to, in the case
of each such Class, the product of (a) such Prepayment Premiums, (b) the
applicable Discount Rate Fraction and (c) the Principal Allocation Fraction of
such Class; and

         (ii) then, to the Holders of the Class X-1 Certificates.

     All of the foregoing distributions to be made from the Distribution Account
on any Distribution Date with respect to the REMIC III Certificates shall be
deemed made from the payments deemed made to REMIC II in respect of the REMIC II
Regular Interests on such Distribution Date pursuant to Section 4.01(b).

     On each Distribution Date, the Trustee shall withdraw from the Distribution
Account, as Grantor Trust Assets, any amounts that represent Excess Interest
actually collected on any ARD Loans and any related REO Loans during the related
Collection Period and shall distribute with respect to their interests in the
Grantor Trust, such amounts to the holders of the Class P Certificates, without
regard to whether any such Class is entitled to distributions of interest or
principal on such Distribution Date (whether by reason of its Class Principal
Balance having been reduced to zero, by reason of it not yet being entitled to
distributions of principal, or for any other reason).

     On each Distribution Date, the Trustee shall withdraw amounts from the
Excess Liquidation Proceeds Reserve Account and shall distribute such amounts in
the following priority:

         (i) first, to reimburse the Holders of the Principal Balance
Certificates (in order of alphabetical Class designation) up to an amount equal
to all Realized Losses or

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Additional Trust Fund Expenses, if any, previously deemed allocated to them and
unreimbursed after application of the Available Distribution Amount for such
Distribution Date;

         (ii) second, for distribution to the Special Servicer as additional
servicing compensation, the excess, if any, of (x) the balance of the Excess
Liquidation Proceeds Reserve Account on such Distribution Date over (y) the
aggregate Certificate Principal Balance of the Principal Balance Certificates as
of such Distribution Date;

         (iii) third, upon the reduction of the aggregate Class Principal
Balance of the Principal Balance Certificates to zero, to pay any amounts
remaining on deposit in such account to the Special Servicer as additional
compensation.

     (d) All distributions made with respect to each Class on each Distribution
Date shall be allocated pro rata among the outstanding Certificates in such
Class based on their respective Percentage Interests. Except as otherwise
provided in the last paragraph of Section 4.01(c) or as provided below, all such
distributions with respect to each Class on each Distribution Date shall be made
to the Certificateholders of the respective Class of record at the close of
business on the related Record Date and shall be made by wire transfer of
immediately available funds to the account of any such Certificateholder at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with wiring instructions no
less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
Distribution Dates) or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. The final
distribution on each Certificate (determined without regard to any possible
future reimbursement of any Realized Loss or Additional Trust Fund Expense
previously allocated to such Certificate) will be made in like manner, but only
upon presentation and surrender of such Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution. Any distribution that is to be
made with respect to a Certificate in reimbursement of a Realized Loss or
Additional Trust Fund Expense previously allocated thereto, which reimbursement
is to occur after the date on which such Certificate is surrendered as
contemplated by the preceding sentence, will be made by check mailed to the
address of the Certificateholder that surrendered such Certificate as such
address last appeared in the Certificate Registrar or to any other address of
which the Trustee was subsequently notified in writing.

     (e) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Depositor, the Master Servicer or the Special
Servicer shall have any responsibility therefor except as otherwise provided by
this Agreement or applicable law.

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     (f) The rights of the Certificateholders to receive distributions from the
proceeds of the Trust Fund in respect of their Certificates, and all rights and
interests of the Certificateholders in and to such distributions, shall be as
set forth in this Agreement. Neither the Holders of any Class of Certificates
nor any party hereto shall in any way be responsible or liable to the Holders of
any other Class of Certificates in respect of amounts properly previously
distributed on the Certificates. Distributions in reimbursement of Realized
Losses and Additional Trust Fund Expenses previously allocated to a Class of
Certificates shall not constitute distributions of principal and shall not
result in a reduction of the related Class Principal Balance.

     (g) Except as otherwise provided in Section 9.01, whenever the Trustee
expects that the final distribution with respect to any Class of Certificates
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to such Class of
Certificates) will be made on the next Distribution Date, the Trustee shall, as
soon as practicable in the month in which such Distribution Date occurs, mail to
each Holder of such Class of Certificates as of the date of mailing a notice to
the effect that:

         (i) the Trustee expects that the final distribution with respect to
such Class of Certificates will be made on such Distribution Date but only upon
presentation and surrender of such Certificates at the offices of the
Certificate Registrar or such other location therein specified, and

         (ii) no interest shall accrue on such Certificates from and after the
applicable Interest Accrual Period for such Distribution Date.

Any funds not distributed to any Holder or Holders of Certificates of such Class
on such Distribution Date because of the failure of such Holder or Holders to
tender their Certificates, shall, on such date, be set aside and held uninvested
in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(g) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Trustee, directly or through an agent, shall take such steps
to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and
expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust hereunder by the Trustee as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 4.01(g). If all of the Certificates
shall not have been surrendered for cancellation by the second anniversary of
the delivery of the second notice, the Trustee shall distribute all unclaimed
funds and other assets which remain subject hereto in accordance with applicable
laws.

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     (h) Notwithstanding any other provision of this Agreement, the Trustee
shall comply with all federal withholding requirements respecting payments to
Certificateholders of interest or original issue discount that the Trustee
reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. In the event the
Trustee does withhold any amount from interest or original issue discount
payments or advances thereof to any Certificateholder pursuant to federal
withholding requirements, the Trustee shall indicate the amount withheld to such
Certificateholders. All amounts withheld shall be deemed to have been paid to
such Certificateholders.

     SECTION 4.02 Statements to Certificateholders; Certain Reports by the
Master Servicer and the Special Servicer.

     (a) Subject to Section 8.02(v), based on information received from the
Master Servicer, on each Distribution Date, the Trustee shall provide or make
available as provided herein to all of the Holders of each Class of Certificates
(and, in the case of a Class of Book-Entry Certificates, to each Person that
provides the Trustee with an Investor Certification), to the parties hereto and
to the Rating Agencies written reports, including reports in substantially the
form attached hereto as Exhibit G (the "Distribution Date Statement"), setting
forth, among other things, the following information:

         (A) the amount of distributions, if any, made on such Distribution Date
     to the holders of each Class of Principal Balance Certificates and applied
     to reduce the respective Class Principal Balances thereof;

         (B) the amount of distributions, if any, made on such Distribution Date
     to the Holders of each Class of REMIC III Regular Certificates allocable to
     (A) Distributable Certificate Interest, (B) Prepayment Premiums and (C)
     Excess Interest;

         (C) the amount of any distributions made on such Distribution Date to
     the Holders of each Class of Residual Certificates;

         (D) the aggregate amount of outstanding Delinquency Advances as of the
     related Determination Date;

         (E) the aggregate amount of Servicing Fees retained by or paid to the
     Master Servicer and the Special Servicer in respect of the related
     Collection Period;

         (F) the aggregate Stated Principal Balance of the Mortgage Pool
     immediately before and after such Distribution Date and the percentage of
     the Cut-off Date Principal Balance of the Mortgage Pool which remains
     outstanding immediately after such Distribution Date;

         (G) the number, aggregate principal balance, weighted average remaining
     term to maturity and weighted average Mortgage Rate of the

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     outstanding Mortgage Loans in the Mortgage Pool at the close of business on
     the relatedDetermination Date;

         (H) as of the Determination Date, the number and aggregate unpaid
     principal balance of Mortgage Loans in the Mortgage Pool (A) delinquent one
     month, (B) delinquent two months, (C) delinquent three or more months, (D)
     that are Specially Serviced Mortgage Loans but are not delinquent or (E) as
     to which foreclosure proceedings have been commenced;

         (I) with respect to the Mortgage Pool, the aggregate Stated Principal
     Balance of Mortgage Loans as to which the related borrower is subject or is
     expected to be subject to a bankruptcy proceeding;

         (J) with respect to any Mortgage Loan as to which the related Mortgaged
     Property became an REO Property during the related Collection Period, the
     Stated Principal Balance and unpaid principal balance of such Mortgage Loan
     as of the date such Mortgaged Property became an REO Property and the most
     recently determined Appraised Value and date upon which the Appraisal was
     performed;

         (K) as to any Mortgage Loan repurchased or otherwise liquidated or
     disposed of during the related Collection Period, the loan number thereof
     and the amount of any Liquidation Proceeds and/or other amounts, if any,
     received thereon during the related Collection Period and the portion
     thereof included in the Available Distribution Amount for such Distribution
     Date;

         (L) with respect to any REO Property included in the Trust Fund as of
     the close of business on the last day of the related Collection Period, the
     loan number of the related Mortgage Loan, the book value of such REO
     Property and the amount of any income collected with respect to such REO
     Property (net of related expenses) and other amounts, if any, received on
     such REO Property during the related Collection Period and the portion
     thereof included in the Available Distribution Amount for such Distribution
     Date and the most recently determined Appraised Value and date upon which
     the Appraisal was performed;

         (M) with respect to any REO Property sold or otherwise disposed of
     during the related Collection Period, the loan number of the related
     Mortgage Loan, and the amount of Liquidation Proceeds and other amounts, if
     any, received in respect of such REO Property during the related Collection
     Period, the portion thereof included in the Available Distribution Amount
     for such Distribution Date and the balance of the Excess Liquidation
     Proceeds Reserve Account for such Distribution Date;

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         (N) the Distributable Certificate Interest in respect of each Class of
     REMIC III Regular Certificates for such Distribution Date;

         (O) any unpaid Distributable Certificate Interest in respect of each
     Class of REMIC III Regular Certificates after giving effect to the
     distributions made on such Distribution Date;

         (P) the Pass-Through Rate for each Class of REMIC III Regular
     Certificates for such Distribution Date;

         (Q) the original Class Principal Balance or Class Notional Amount as of
     the Closing Date and the Class Principal Balance or Class Notional Amount,
     as the case may be, of each Class of REMIC III Regular Certificates
     immediately before and immediately after such Distribution Date, separately
     identifying any reduction in the Class Principal Balance or Class Notional
     Amount, as the case may be, of each such Class due to Realized Losses and
     Additional Trust Fund Expenses;

         (R) the Certificate Factor for each Class of REMIC III Regular
     Certificates immediately following such Distribution Date;

         (S) the Principal Distribution Amount for such Distribution Date;

         (T) the aggregate amount of Principal Prepayments made during the
     related Collection Period, and the aggregate amount of any Prepayment
     Interest Excesses received and Prepayment Interest Shortfalls incurred in
     connection therewith;

         (U) the aggregate amount of Realized Losses and Additional Trust Fund
     Expenses, if any, incurred with respect to the Trust Fund during the
     related Collection Period;

         (V) any Appraisal Reduction Amounts on a loan-by-loan basis, and the
     total Appraisal Reduction Amounts, as of the related Determination Date;
     and

         (W) such additional information as contemplated by Exhibit G hereto.

In the case of information furnished pursuant to subclauses (A), (B), (C) and
(Q) above, the amounts shall be expressed as a dollar amount in the aggregate
for all Certificates of each applicable Class and per single Certificate of a
specified minimum denomination. The form of any Distribution Date Statement may
change over time.

     The Trustee shall make available each month to any interested person the
related Distribution Date Statement, the CMSA Bond Level File, the CMSA
Collateral Summary File and the CMSA Loan Setup File via its internet website
initially located at

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"www.ctslink.com/cmbs". In addition, the Trustee shall make available each
month, on a restricted basis, solely to each Privileged Person, (i) the CMSA
Loan Periodic Update File delivered for each Distribution Date, the CMSA
Property File, the CMSA Comparative Financial Status Report and the CMSA
Financial File, (ii) the Servicer Reports, and (iii) as a convenience to such
Privileged Persons (and not in furtherance of the distribution thereof under the
securities laws), the Prospectus and this Agreement. At the direction of the
Depositor, the Trustee shall remove any or all of such restrictions and make any
or all of such information available to any person. The Trustee makes no
representations or warranties as to the accuracy or completeness of such
information and assumes no responsibility therefor. In addition, the Trustee may
disclaim responsibility for any information distributed by the Trustee for which
it is not the original source. In connection with providing access to the
Trustee's internet website, the Trustee may require registration and acceptance
of a disclaimer. The Trustee shall not be liable for the dissemination of
information in accordance with this Agreement.

     The Trustee may provide such information through means other than (and in
lieu of) its website provided that (i) GMACCM shall have consented to such
alternative means and (ii) Certificateholders shall have received notice of such
alternative means.

     The provisions in this Section shall not limit the Master Servicer's
ability to make accessible certain information regarding the Mortgage Loans at a
website maintained by the Master Servicer.

     Within a reasonable period of time after the end of each calendar year, the
Trustee shall furnish to each Person who at any time during the calendar year
was a Holder of a Certificate a statement containing the information as to the
applicable Class set forth in clauses (A), (B) and (C) of the description of
Distribution Date Statements above aggregated for such calendar year or
applicable portion thereof during which such person was a Certificateholder,
together with such other information as the Trustee determines to be necessary
to enable Certificateholders to prepare their tax returns for such calendar
year. Such obligation of the Trustee shall be deemed to have been satisfied to
the extent that substantially comparable information shall be provided by the
Trustee pursuant to any requirements of the Code as from time to time are in
force.

     Upon filing with the Internal Revenue Service, the Trustee shall furnish to
the Holders of the Residual Certificates the Form 1066 and shall furnish their
respective Schedules Q thereto at the times required by the Code or the Internal
Revenue Service, and shall provide from time to time such information and
computations with respect to the entries on such forms as any Holder of the
Residual Certificates may reasonably request.

     The specification of information to be furnished by the Trustee to the
Certificateholders in this Section 4.02 (and any other terms of this Agreement
requiring or calling for delivery or reporting of information by the Trustee to
Certificateholders and Certificate Owners) shall not limit the Trustee in
furnishing, and the Trustee is hereby authorized to furnish, to
Certificateholders, Certificate Owners and/or to the public any other
information (such other information, collectively, "Additional Information")
with respect to the Mortgage Loans, the Mortgaged Properties or the Trust Fund
as may be provided to it by the Depositor, the Master Servicer or the Special
Servicer or gathered by it in any investigation or other manner

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from time to time, provided that (A) while there exists any Event of Default,
any such Additional Information shall only be furnished with the consent or at
the request of the Depositor (except pursuant to clause (E) below), (B) the
Trustee shall be entitled to indicate the source of all information furnished by
it, and the Trustee may affix thereto any disclaimer it deems appropriate in its
sole discretion (together with any warnings as to the confidential nature and/or
the uses of such information as it may, in its sole discretion, determine
appropriate), (C) the Trustee may notify Certificateholders and Certificate
Owners of the availability of any such information in any manner as it, in its
sole discretion, may determine, (D) the Trustee shall be entitled (but not
obligated) to require payment from each recipient of a reasonable fee for, and
its out-of-pocket expenses incurred in connection with, the collection,
assembly, reproduction or delivery of any such Additional Information, (E)
without the consent of the Depositor, the Trustee may, in its sole discretion,
furnish Additional Information to a Rating Agency in any instance, and to the
Certificateholders, Certificate Owners and/or the public-at-large if it
determines that the furnishing of such information would assist in the
evaluation of the investment characteristics or valuation of the Certificates or
would be in the best interests of the Certificateholders or is required by
applicable law and, in the case of any Additional Information requested by a
Certificate Owner or Certificateholder, such Certificate Owner or
Certificateholder has delivered an executed certificate in the form of Exhibit H
hereto and (F) the Trustee shall be entitled to distribute or make available
such Additional Information in accordance with such reasonable rules and
procedures as it may deem necessary or appropriate (which may include the
requirement that an agreement that provides such information shall be used
solely for purposes of evaluating the investment characteristics or valuation of
the Certificates be executed by the recipient, if and to the extent the Trustee
deems the same to be necessary or appropriate). Nothing herein shall be
construed to impose upon the Trustee any obligation or duty to furnish or
distribute any Additional Information to any Person in any instance, and the
Trustee shall neither have any liability for furnishing nor for refraining from
furnishing Additional Information in any instance. The Trustee shall be entitled
(but not required) to request and receive direction from the Depositor as to the
manner of delivery of any such Additional Information, if and to the extent the
Trustee deems necessary or advisable, and to require that any consent, direction
or request given to it pursuant to this Section be made in writing.

     Upon the authorization of the Depositor, the Trustee shall make available
to Bloomberg Financial Markets, L.P. ("Bloomberg") or such other vendor chosen
by the Depositor, all the electronic reports delivered or made available
pursuant to this Section 4.02(a) to the Certificateholders and Certificate
Owners using a format and media mutually acceptable to the Trustee and
Bloomberg.

     (b) No later than the Business Day prior to each Distribution Date, subject
to the last paragraph of this subsection (b), the Master Servicer shall deliver
or cause to be delivered to the Trustee (and, if the Master Servicer is not the
Special Servicer, the Trustee shall deliver to the Special Servicer) in
electronic form mutually acceptable to the Trustee and the Master Servicer the
following reports or information: (1) a CMSA Delinquent Loan Status Report, (2)
a CMSA REO Status Report, (3) a CMSA Historical Loan Modification Report, (4) a
CMSA Historical Liquidation Report, (5) the CMSA Servicer Watch List, (6) the
CMSA Financial File, (7) the CMSA Property File and (8) the CMSA Comparative
Financial Status Report.

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     No later than the Business Day prior to each Distribution Date, the Master
Servicer will deliver to the Trustee (by electronic means) the CMSA Comparative
Financial Status Report for each Mortgage Loan (other than any Credit Lease
Loans) or related Mortgaged Property as of the Determination Date immediately
preceding the preparation of such report for each of the following three periods
(but only to the extent the related borrower is required by the Mortgage to
deliver and does deliver, or otherwise agrees to provide and does provide, such
information): (a) the most current available year-to-date; (b) each of the
previous two full fiscal years stated separately (to the extent such information
is in the Master Servicer's possession); and (c) the "base year" (representing
the original analysis of information used as of the Cut-Off Date).

     No later than 12:00 noon, New York City time, on the second Business Day
prior to each Distribution Date, the Master Servicer will deliver to the Trustee
a CMSA Loan Periodic Update File setting forth certain information with respect
to the Mortgage Loans (including the Mesa Grande Loan A2) and Mortgaged
Properties and a single report (the "Collection Report") setting forth, among
other things, the information specified in clauses (i) through (vi) below (the
amounts and allocations of payments, collections, fees and expenses with respect
to Specially Serviced Mortgage Loans and REO Properties to be based upon the
report to be delivered by the Special Servicer to the Master Servicer on the
second Business Day after the related Determination Date, in the form required
by Section 4.02(c) below):

         (i) the aggregate amount that is to be transferred from the Certificate
Account to the Distribution Account in respect of such Distribution Date that is
allocable to principal on or in respect of the Mortgage Loans and any REO Loans,
separately identifying the aggregate amount of any Principal Prepayments
included therein, and (if different) the Principal Distribution Amount for the
immediately succeeding Distribution Date;

         (ii) the aggregate amount that is to be transferred from the
Certificate Account to the Distribution Account in respect of such Distribution
Date that is allocable to (A) interest on or in respect of the Mortgage Loans
and any REO Loans, (B) Prepayment Premiums and (C) Excess Interest;

         (iii) the aggregate amount of any Delinquency Advances made pursuant to
Section 4.03 of this Agreement as of the end of the prior calendar month that
were included in amounts deposited in the Distribution Account;

         (iv) the information required to be included in the Distribution Date
Statement for the next succeeding Distribution Date and described in clauses (E)
- (M) and (S) - (W) of the description of the Distribution Date Statement in
Section 4.02(a);

         (v) the loan number and the unpaid principal balance as of the close of
business on such Determination Date of each Specially Serviced Mortgage Loan and
each other Defaulted Mortgage Loan; and

         (vi) such other information on a Mortgage Loan-by-Mortgage Loan or REO
Property-by-REO Property basis as the Trustee or the Depositor shall reasonably
request in writing (including, without limitation, information with respect to
any modifications of any

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Mortgage Loan, any Mortgage Loans in default or foreclosure, the operation and
disposition of REO Property and the assumption of any Mortgage Loan).

     On the date on which the report described above is delivered to the
Trustee, the Master Servicer shall also deliver or cause to be delivered to the
Trustee (i) a report, in form reasonably acceptable to the Trustee, containing
the information with respect to the Mortgage Pool necessary for the Trustee to
prepare with respect to the Mortgage Pool any additional schedules and tables
required to be made available by the Trustee pursuant to Section 4.02(a), and
(ii) an updated Mortgage Loan Schedule, in each case reflecting the changes in
the Mortgage Pool during the related Collection Period.

     In addition, the Master Servicer is also required to perform with respect
to each Mortgaged Property and REO Property (except any Mortgaged Property
securing the Mesa Grande Loan A2 or any Credit Lease Loan):

     (1) Within 30 days after receipt of a quarterly operating statement, if
any, commencing with the calendar quarter ended December 31, 2002, a CMSA
Operating Statement Analysis Report presenting the computation made in
accordance with the methodology set forth in Exhibit F (but only to the extent
the related borrower is required by the Mortgage to deliver and does deliver, or
otherwise agrees to provide and does provide, such information) for such
Mortgaged Property or REO Property as of the end of such calendar quarter. The
Master Servicer will deliver to the Trustee by electronic means the CMSA
Operating Statement Analysis Report upon request; and

     (2) Within 30 days after receipt by the Master Servicer of an annual
operating statement, a CMSA NOI Adjustment Worksheet (but only to the extent the
related borrower is required by the Mortgage to deliver and does deliver, or
otherwise agrees to provide and does provide, such information), presenting the
computation made in accordance with the methodology described in Exhibit F to
"normalize" the full year net operating income and debt service coverage numbers
used by the Master Servicer in preparing the CMSA Comparative Financial Status
Report above. The Master Servicer will deliver to the Trustee by electronic
means the CMSA NOI Adjustment Worksheet upon request.

     Upon request, the Trustee shall deliver or shall cause to be delivered to
each Certificateholder, to each party hereto, to any Underwriter, to the Rating
Agencies, and to each Person that provides the Trustee with an Investor
Certification a copy of the CMSA Operating Statement Analysis Report and CMSA
NOI Adjustment Worksheet most recently performed by the Master Servicer with
respect to any Mortgage Loan and delivered to the Trustee.

     Upon request (and in any event, not more frequently than once per month),
the Master Servicer shall forward to the Trustee a statement, setting forth the
status of the Certificate Account as of the close of business on such Master
Servicer Remittance Date, stating that all remittances to the Trustee required
by this Agreement to be made by the Master Servicer have been made (or, in the
case of any such required remittance that has not been made by the Master
Servicer, specifying the nature and status thereof) and showing, for the period
from the preceding Master Servicer Remittance Date (or, in the case of the first
Master Servicer Remittance Date, from the Cut-off Date) to such Master Servicer
Remittance Date, the aggregate of deposits into

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and withdrawals from the Certificate Account for each category of deposit
specified in Section 3.04(a) and each category of withdrawal specified in
Section 3.05(a). The Master Servicer shall also deliver to the Trustee, upon
reasonable request of the Trustee, any and all additional information relating
to the Mortgage Pool in the possession of the Master Servicer (which information
shall be based upon reports delivered to the Master Servicer by the Special
Servicer with respect to Specially Serviced Mortgage Loans and REO Properties).

     With respect to any Mortgaged Property constituting collateral for a Credit
Lease Loan, not later than the third Business Day following each Determination
Date, the Master Servicer will deliver to the Trustee a Current Ratings Report
with respect to each Tenant and any Guarantor.

     The Master Servicer, on the first Business Day following each Determination
Date, shall forward to the Special Servicer all information collected by the
Master Servicer which the Special Servicer is required to include in the reports
delivered by the Special Servicer pursuant to Section 4.02(c) below. Further,
the Master Servicer shall cooperate with the Special Servicer and provide the
Special Servicer with the information in the possession of the Master Servicer
reasonably requested by the Special Servicer, in writing, to the extent required
to allow the Special Servicer to perform its obligations under this Agreement
with respect to those Mortgage Loans serviced by the Master Servicer.

     The obligation of the Master Servicer to deliver the reports required to be
delivered by it pursuant to this subsection is subject to the Master Servicer
having received from the Special Servicer in a timely manner the related reports
and information necessary or required to enable the Master Servicer to prepare
and deliver such reports. The Master Servicer shall not be responsible for the
accuracy or content of any report, document or information furnished by the
Special Servicer to the Master Servicer pursuant to this Agreement and accepted
by the Master Servicer in good faith pursuant to this Agreement.

     (c) On the second Business Day after each Determination Date, the Special
Servicer shall forward to the Master Servicer, for each Specially Serviced
Mortgage Loan and REO Property, reports containing all information the Master
Servicer will be required to include in the other reports that the Master
Servicer is obligated to deliver to the Trustee pursuant to Section 4.02(b), to
the extent such information relates to any Specially Serviced Mortgage Loan or
any REO Property. The Special Servicer shall also deliver to the Trustee, upon
the reasonable written request of the Trustee, any and all additional
information in the possession of the Special Servicer relating to the Specially
Serviced Mortgage Loans and the REO Properties.

     The Special Servicer shall cooperate with the Master Servicer and provide
the Master Servicer with the information in the possession of the Special
Servicer reasonably requested by the Master Servicer, in writing, to the extent
required to allow the Master Servicer to perform its obligations under this
Agreement with respect to the Specially Serviced Mortgage Loans and REO
Properties. Additional information regarding the Specially Serviced Mortgage
Loans and REO Properties, including, without limitation, any financial or
occupancy information (including lease summaries) provided to the Special
Servicer by the Mortgagors or otherwise obtained, shall be delivered to the
Master Servicer, within ten days of receipt.

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     (d) The Master Servicer and the Special Servicer may make available to
Certificate Owners who have certified to the Master Servicer their beneficial
ownership of any Certificate, or prospective Certificate Owners who provide
appropriate confirmation that they are prospective Certificate Owners who intend
to keep any information confidential, copies of any reports or files prepared by
the Servicer pursuant to this Agreement.

     (e) Each of the Master Servicer and Special Servicer may make information
concerning the Mortgage Loans available on any website that it has established.

     (f) The Master Servicer or the Special Servicer, as applicable, may, from
time to time in its sole discretion, answer questions from a Certificate Owner
which pertain to the performance and servicing of the Mortgage Loans and/or REO
Properties for which the Master Servicer or Special Servicer, as the case may
be, is responsible. The Master Servicer or the Special Servicer, as applicable,
as a condition to answering such questions, shall require, among other things,
that the Certificate Owner enter into a confidentiality agreement with the
Master Servicer or the Special Servicer, as the case may be, in the form
attached hereto as Exhibit H-2 and sign an Investor Certification in the form
attached hereto as Exhibit H-1. Neither the Master Servicer nor the Special
Servicer shall provide any information or disclosures in violation of any
applicable law, rule or regulation.

     (g) The Master Servicer will deliver or cause to be delivered to the
Trustee copies of all reports and other information obtained by the Master
Servicer with respect to the Mesa Grande Loan A2. To the extent that any such
information relates to aggregated or Mortgage Pool information, it shall be
included in the Master Servicer Reports provided under this Agreement, and to
the extent such information relates solely to the Mesa Grande Loan A2 or the
related Mortgaged Property, it shall be forwarded separately.

     SECTION 4.03 Delinquency Advances.

     (a) On each Delinquency Advance Date, the Master Servicer shall either (i)
deposit into the Certificate Account from its own funds an amount equal to the
aggregate amount of Delinquency Advances (including with respect to the Mesa
Grande Loan A2), if any, to be made in respect of the related Distribution Date,
(ii) apply amounts held in the Certificate Account for future distribution to
Certificateholders in subsequent months in discharge of any such obligation to
make Delinquency Advances, or (iii) make Delinquency Advances in the form of any
combination of (i) and (ii) aggregating the total amount of Delinquency Advances
to be made; provided that, if Late Collections (net of related Workout Fees) of
the delinquent Monthly Payments for which Delinquency Advances are to be made
for the related Distribution Date, are on deposit in the Certificate Account and
available to make such Advances, the Master Servicer shall utilize such Late
Collections to make such Advances pursuant to clause (ii) above. Any amounts
held in the Certificate Account for future distribution and so used to make
Delinquency Advances shall be appropriately reflected in the Master Servicer's
records and replaced by the Master Servicer by deposit in the Certificate
Account on or before the next succeeding Determination Date (to the extent not
previously replaced through the deposit of Late Collections of the delinquent
principal and interest in respect of which such Delinquency Advances were made).
If, as of 3:00 p.m., New York City time, on any Master Servicer Remittance Date,
the Trustee shall not have received any Delinquency Advance required to be made
by the Master

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Servicer pursuant to this Section 4.03(a) (and the Master Servicer shall not
have delivered to the Trustee the requisite Officer's Certificate and
documentation related to a determination of nonrecoverability of a Delinquency
Advance), then the Trustee shall provide notice of such failure to a Servicing
Officer of the Master Servicer by facsimile transmission sent to telecopy no.
(215) 328-3478 (or such alternative number provided by the Master Servicer to
the Trustee in writing) and by telephone at telephone no. (215) 328-1258
(Attention: Master Servicing Manager) (or such alternative number provided by
the Master Servicer to the Trustee in writing) as soon as possible, but in any
event before 5:00 p.m., New York City time, on such day. If after such notice
the Trustee does not receive the full amount of such Delinquency Advances by
11:00 a.m., New York City time, on the Business Day immediately following such
Master Servicer Remittance Date, then the Trustee shall make the portion of such
Delinquency Advances that was required to be, but was not, made by the Master
Servicer pursuant to this Section 4.03(a).

     (b) The aggregate amount of Delinquency Advances to be made by the Master
Servicer in respect of the Mortgage Loans (including, without limitation,
Assumed Monthly Payments for Balloon Mortgage Loans delinquent as to their
respective Balloon Payments) and any REO Loans for any Distribution Date
(including the Mesa Grande Loan A2 and any REO Loan related to the Mesa Grande
Loan A2) shall equal, subject to subsection (c) below, the aggregate of all
Monthly Payments (other than Balloon Payments) and any Assumed Monthly Payments,
in each case net of related Workout Fees payable hereunder, that were due or
deemed due, as the case may be, in respect thereof on their respective Due Dates
during the same month as such Distribution Date and that were not paid by or on
behalf of the related Mortgagors or otherwise collected as of the close of
business on the later of the related Due Date or the last day of the related
Collection Period. Notwithstanding the foregoing, (i) if an Appraisal Reduction
Amount exists with respect to any Mortgage Loan (other than the Mesa Grande Loan
A2) that is a Required Appraisal Loan or (ii) if the Master Servicer has been
notified by the 2002-C1 Master Servicer than an Appraisal Reduction Amount
exists with respect to the Mesa Grande Loan A2 and that the Mesa Grande Loan A2
is a "Required Appraisal Loan" under the 2002-C1 Pooling Agreement, then, in the
event of subsequent delinquencies thereon, the interest portion of the
Delinquency Advance in respect of such Required Appraisal Loan or Mesa Grande
Loan A2, as the case may be, for the related Distribution Date shall be reduced
(it being herein acknowledged that there shall be no reduction in the principal
portion of such Delinquency Advance) by the product of (i) the amount of the
interest portion of such Delinquency Advance for such Required Appraisal Loan or
the Mesa Grande Loan A2, as applicable, for such Distribution Date without
regard to this proviso, multiplied by (ii) a fraction, expressed as a
percentage, the numerator of which is equal to the Stated Principal Balance of
such Required Appraisal Loan or the Mesa Grande Loan A2, as applicable,
immediately prior to such Distribution Date, net of the related Appraisal
Reduction Amount, if any, and the denominator of which is equal to the Stated
Principal Balance of such Required Appraisal Loan or the Mesa Grande Loan A2, as
applicable, immediately prior to such Distribution Date.

     (c) Notwithstanding anything herein to the contrary, no Delinquency Advance
shall be required to be made hereunder if such Delinquency Advance would, if
made, constitute a Nonrecoverable Delinquency Advance. In addition,
Nonrecoverable Delinquency Advances shall be reimbursable pursuant to Section
3.05(a) out of general collections on the Mortgage Loans and REO Properties on
deposit in the Certificate Account. The determination by the Master Servicer or,
if applicable, the Trustee, that it has made a Nonrecoverable Delinquency

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Advance or that any proposed Delinquency Advance, if made, would constitute a
Nonrecoverable Delinquency Advance, shall be evidenced by an Officer's
Certificate delivered promptly (and, in any event, in the case of a proposed
Delinquency Advance to be made by the Master Servicer, no less than two Business
Days prior to the related Delinquency Advance Date) by the Master Servicer to
the Trustee (or, if applicable, retained thereby) and the Depositor, setting
forth the basis for such determination, together with (if such determination is
prior to the liquidation of the related Mortgage Loan or REO Property) a copy of
an Appraisal of the related Mortgaged Property or REO Property, as the case may
be, which shall have been performed within the twelve months preceding such
determination, and further accompanied by any other information that the Master
Servicer or the Special Servicer may have obtained and that supports such
determination. If such an Appraisal shall not have been required and performed
pursuant to the terms of this Agreement, the Master Servicer, the Special
Servicer or the Trustee, as the case may be, may, subject to its reasonable and
good faith determination that such Appraisal will demonstrate the
nonrecoverability of the related Advance, obtain an Appraisal for such purpose
at the expense of the Trust Fund. The Trustee shall be entitled to rely on any
determination of nonrecoverability that may have been made by the Master
Servicer or the Special Servicer with respect to a particular Delinquency
Advance, and the Master Servicer shall be entitled to rely on any determination
of nonrecoverability that may have been made by the Special Servicer with
respect to a particular Delinquency Advance.

     (d) The Master Servicer and the Trustee shall each be entitled to receive
interest at the Reimbursement Rate in effect from time to time, accrued on the
amount of each Delinquency Advance made thereby (out of its own funds) for so
long as such Delinquency Advance is outstanding (or, if any Delinquency Advance
is required to be made in respect of a Monthly Payment on any Mortgage Loan
prior to its Due Date or the end of the grace period for such Monthly Payment,
for so long as such Delinquency Advance is outstanding following the later of
(i) such Due Date and (ii) the end of such grace period), payable first, out of
Penalty Charges received on the Mortgage Loan or REO Loan as to which such
Delinquency Advance was made and, then, once such Delinquency Advance has been
reimbursed, out of general collections on the Mortgage Loans and REO Properties
pursuant to Section 3.05(a).

     SECTION 4.04 Allocation of Realized Losses and Additional Trust Fund
Expenses.

     (a) On each Distribution Date, following the deemed distributions to be
made in respect of the REMIC I Regular Interests pursuant to Section 4.01(a),
the Uncertificated Principal Balance of each REMIC I Regular Interest (after
taking account of such deemed distributions) shall be reduced to equal the
Stated Principal Balance of the related Mortgage Loan or REO Loan or, if
applicable, Replacement Mortgage Loan(s) that will be outstanding immediately
following such Distribution Date. Such reductions shall be deemed to be an
allocation of Realized Losses and Additional Trust Fund Expenses.

     (b) On each Distribution Date, following the payments deemed to be made to
REMIC III in respect of the REMIC II Regular Interests on such date pursuant to
Section 4.01(b), the Trustee shall determine the amount, if any, by which (i)
the then aggregate Uncertificated Principal Balance of REMIC II Regular
Interests LA-1-1, LA-1-2-A, LA-1-2-B, LA-1-2-C, LA-1-2-D, LA-1-2-E, LA-1-2-F,
LA-1-2-G, LA-2-A, LA-2-B, LA-2-C, LB, LC, LD,

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LE, LF, LG-A, LG-B, LH-A, LH-B, LH-C, LJ-A, LJ-B, LJ-C, LK, LL-A, LL-B, LM, LN,
LO-1, LO-2 and LP exceeds (ii) an amount equal to the aggregate Stated Principal
Balance that will be outstanding immediately following such Distribution Date.
If such excess does exist, then the respective Uncertificated Principal Balances
of such REMIC II Regular Interests shall be reduced such that the Uncertificated
Principal Balance of each REMIC II Regular Interest corresponds with the
Certificate Principal Balance of the corresponding Class of Principal Balance
Certificates outstanding after the subsequent adjustments made on such
Distribution Date under Section 4.04(c) below; provided that (A) the aggregate
Uncertificated Principal Balance of the REMIC II Regular Interests LA-1-1,
LA-1-2-A, LA-1-2-B, LA-1-2-C, LA-1-2-D, LA-1-2-E, LA-1-2-F and LA-1-2-G shall
correspond with the Certificate Principal Balance of the Class A-1 Certificates
and the Uncertificated Principal Balances of the REMIC II Regular Interests
LA-1-1, LA-1-2-A, LA-1-2-B, LA-1-2-C, LA-1-2-D, LA-1-2-E, LA-1-2-F, LA-1-2-G
shall be reduced in that order (with REMIC II Regular Interest LA-1-1 being
reduced first and REMIC II Regular Interest LA-1-2-G being reduced last), (B)
the aggregate Uncertificated Principal Balance of the REMIC II Regular Interests
LA-2-A, LA-2-B and LA-2-C shall correspond with the Certificate Principal
Balance of the Class A-2 Certificates and the Uncertificated Principal Balances
of the REMIC II Regular Interests LA-2-A, LA-2-B and LA-2-C shall be reduced in
that order (with REMIC II Regular Interest LA-2-A being reduced first and REMIC
II Regular Interest LA-2-C being reduced last), (C) the aggregate Uncertificated
Principal Balance of the REMIC II Regular Interests LG-A and LG-B shall
correspond with the Certificate Principal Balance of the Class G Certificates
and the Uncertificated Principal Balances of the REMIC II Regular Interests LG-A
and LG-B shall be reduced in that order (with REMIC II Regular Interest LG-A
being reduced first and REMIC II Regular Interest LG-B being reduced second),
(D) the aggregate Uncertificated Principal Balance of the REMIC II Regular
Interests LH-A, LH-B and LH-C shall correspond with the Certificate Principal
Balance of the Class H Certificates and the Uncertificated Principal Balances of
the REMIC II Regular Interests LH-A, LH-B and LH-C shall be reduced in that
order (with REMIC II Regular Interest LH-A being reduced first and REMIC II
Regular Interest LH-C being reduced last), (E) the aggregate Uncertificated
Principal Balance of the REMIC II Regular Interests LJ-A, LJ-B and LJ-C shall
correspond with the Certificate Principal Balance of the Class J Certificates
and the Uncertificated Principal Balances of the REMIC II Regular Interests
LJ-A, LJ-B and LJ-C shall be reduced in that order (with REMIC II Regular
Interest LJ-A being reduced first and REMIC II Regular Interest LJ-C being
reduced last) and (F) the aggregate Uncertificated Principal Balance of the
REMIC II Regular Interests LL-A and LL-B shall correspond with the Certificate
Principal Balance of the Class L Certificates and the Uncertificated Principal
Balances of the REMIC II Regular Interests LL-A and LL-B shall be reduced in
that order (with REMIC II Regular Interest LL-A being reduced first and REMIC II
Regular Interest LL-B being reduced second).

     (c) On each Distribution Date, following the distributions to be made to
the Certificateholders on such date pursuant to Section 4.01(c), the Trustee
shall determine the amount, if any, by which (i) the then aggregate Certificate
Principal Balance of the Principal Balance Certificates, exceeds (ii) the
aggregate Stated Principal Balance of the Mortgage Loans that will be
outstanding immediately following such Distribution Date. If such excess does
exist, then the Class Principal Balances of the Class P, Class O-1, Class O-2,
Class N, Class M, Class L, Class K, Class J, Class H, Class G, Class F, Class E,
Class D, Class C and Class B Certificates shall be reduced sequentially, in that
order, in each case, until the first to occur of such excess

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being reduced to zero or the related Class Principal Balance being reduced to
zero. If, after the foregoing reductions, the amount described in clause (i) of
the second preceding sentence still exceeds the amount described in clause (ii)
of the second preceding sentence, then the respective Class Principal Balances
of the Class A-1 and Class A-2 Certificates shall be reduced, pro rata in
accordance with the relative sizes of the then outstanding Class Principal
Balances of such Classes of Certificates, until the first to occur of such
excess being reduced to zero or each such Class Principal Balance being reduced
to zero. Such reductions in the Class Principal Balances of the respective
Classes of Principal Balance Certificates shall be deemed to be allocations of
Realized Losses and Additional Trust Fund Expenses.

                                    ARTICLE V

                                THE CERTIFICATES

     SECTION 5.01 The Certificates.

     (a) The Certificates will be substantially in the respective forms annexed
hereto as Exhibits A-1 through A-22. The Certificates will be issuable in
registered form only; provided, however, that in accordance with Section 5.03
beneficial ownership interests in the Certificates, other than the Residual
Certificates, shall initially be held and transferred through the book-entry
facilities of the Depository. The Residual Certificates will be issued as
Definitive Certificates. The REMIC III Regular Certificates will be issuable in
denominations corresponding to initial Certificate Principal Balances or
Certificate Notional Amounts, as the case may be, as of the Closing Date of not
less than $25,000 in the case of the Class A-1, Class A-2, Class B, Class C,
Class D and Class E Certificates, $100,000 in the case of the Class F, Class G,
Class H, Class J, Class K, Class L, Class M, Class N, Class O-1, Class O-2 and
Class P Certificates, and $1,000,000 in the case of the Class X Certificates,
and in each such case in any whole dollar denomination in excess thereof;
provided, however, that a single Certificate of each Class thereof may be issued
in a different denomination. The Residual Certificates will be issuable only in
denominations representing Percentage Interests of not less than 20% in the
related Class.

     (b) The Certificates shall be executed by manual or facsimile signature on
behalf of the Trustee in its capacity as trustee hereunder by an authorized
signatory. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the authorized signatories of the Trustee shall
be entitled to all benefits under this Agreement, subject to the following
sentence, notwithstanding that such individuals or any of them have ceased to
hold such positions prior to the authentication and delivery of such
Certificates or did not hold such positions at the date of such Certificates. No
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, however, unless there appears on such Certificate a certificate
of authentication substantially in the form provided for herein executed by the
Certificate Registrar by manual signature, and such certificate of
authentication upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.

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     SECTION 5.02 Registration of Transfer and Exchange of Certificates.

     (a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trustee is hereby initially appointed (and hereby agrees to act in
accordance with the terms hereof) as Certificate Registrar for the purpose of
registering Certificates and transfers and exchanges of Certificates as herein
provided. The Certificate Registrar may appoint, by a written instrument
delivered to the Depositor, the Master Servicer and the Special Servicer, any
other bank or trust company to act as Certificate Registrar under such
conditions as the predecessor Certificate Registrar may prescribe, provided that
the predecessor Certificate Registrar shall not be relieved of any of its duties
or responsibilities hereunder by reason of such appointment. If the Trustee
resigns or is removed in accordance with the terms hereof, the successor trustee
shall immediately succeed to its predecessor's duties as Certificate Registrar.
The Depositor, the Master Servicer and the Special Servicer, shall have the
right to inspect the Certificate Register or to obtain a copy thereof at all
reasonable times, and to rely conclusively upon a certificate of the Certificate
Registrar as to the information set forth in the Certificate Register.

     (b) No transfer of any Non-Registered Certificate shall be made unless such
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made to a Qualified Institutional Buyer in
accordance with Rule 144A promulgated under the Securities Act in a transaction
that does not require such registration or qualification. If such a transfer is
to be made without registration under the Securities Act, other than a transfer
by the Depositor or an Affiliate thereof, then the Trustee shall require, in
order to assure compliance with such laws, receipt by it and the Depositor of a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit B-1 hereto and a certificate from
such Certificateholder's prospective transferee substantially in the form
attached as Exhibit B-2 hereto.

     Notwithstanding the foregoing, transfers of a beneficial interest in any
Class (or portion thereof) of Non-Registered Certificates (other than the
Residual Certificates) in accordance with the rules and procedures of the
Depository applicable to transfers by its respective participants will be
permitted if such transfer is made to a Qualified Institutional Buyer in
accordance with Rule 144A promulgated under the Securities Act.

     None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify any Class of Non-Registered Certificates under
the Securities Act or any other securities law or to take any action not
otherwise required under this Agreement to permit the transfer of any
Non-Registered Certificate without registration or qualification. Any Holder of
a Non-Registered Certificate desiring to effect such a transfer shall, and does
hereby agree to, indemnify the Depositor, the Trustee and the Certificate
Registrar against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.

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     (c) (i) No transfer of a Senior Certificate or a Class B, Class C, Class D,
Class E, Class F, Class G or Class H Certificate or any interest therein shall
be made (A) to any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, that is subject to ERISA or Section 4975 of the
Code (each, a "Plan"), or (B) to any Person who is directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with "plan assets" of a Plan, unless (1) such Plan
qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D
of the Securities Act, and at the time of such transfer, such Certificates
continue to be rated in one of the top four rating categories by at least one
Rating Agency or (2) such Plan is an "insurance company general account" (within
the meaning of PTCE 95-60 (as defined below)) and the conditions set forth in
Sections I and III of PTCE 95-60 have been satisfied as of the date of
acquisition of such Certificate. Each purchaser or transferee that is a Plan or
is investing on behalf of or with "plan assets" of a Plan will be deemed to have
represented that the foregoing conditions have been satisfied.

         (ii) No transfer of a Residual Certificate or any interest therein
shall be made (A) to any Plan or (B) to any Person who is directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with "plan assets" of a Plan. No transfer of a Class J,
Class K, Class L, Class M, Class N, Class O-1, Class O-2 or Class P Certificate
or any interest therein shall be made (A) to any Plan or (B) to any Person who
is directly or indirectly purchasing such Certificate or interest therein on
behalf of, as named fiduciary of, as trustee of, or with "plan assets" of a Plan
unless the prospective transferee of any such Certificate or any interest
therein provides a certification of facts to the Depositor, the Master Servicer
and the Trustee substantially to the effect that (or, if such Certificate is not
in certificated form, will be deemed to represent that) the purchase of such
Certificate by or on behalf of, or with "plan assets" of, such Plan is
permissible under applicable law, will not constitute or result in any
non-exempt prohibited transaction under ERISA or Section 4975 of the Code, will
not subject the Depositor, the Trustee or the Master Servicer to any obligation
in addition to those undertaken herein, and the following conditions are met:
(1) such Plan qualifies as an accredited investor as defined in Rule 501(a)(1)
of Regulation D of the Securities Act, (2) the source of funds used to purchase
such Certificate is an "insurance company general account" (as such term is
defined in United States Department of Labor Prohibited Transaction Class
Exemption 95-60 ("PTCE 95-60")) and (3) the conditions set forth in Sections I
and III of PTCE 95-60 have been satisfied as of the date of the acquisition of
such Certificates. Any purchaser of a Class J, Class K, Class L, Class M, Class
N, Class O-1, Class O-2 or Class P Certificate or any interest therein will be
deemed to have represented by such purchase that either (a) such purchaser is
not a Plan and is not purchasing such Certificates by or on behalf of, or with
"plan assets" of, any Plan or (b) the purchase of any such Certificate by or on
behalf of, or with "plan assets" of, such Plan is permissible under applicable
law, will not result in any non-exempt prohibited transaction under ERISA or
Section 4975 of the Code, and will not subject the Depositor, the Trustee or the
Master Servicer to any obligation in addition to those undertaken herein, and
the following conditions are met: (i) such Plan qualifies as an accredited
investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act,
(ii) the source of funds used to purchase such Certificate is an "insurance
company general account" (as such term is defined in PTCE 95-60) and (iii) the
conditions set forth in Sections I and III of PTCE 95-60 have been satisfied as
of the date of the acquisition of such Certificates. The Trustee may require
that any

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prospective transferee of a Certificate that is held as a Definitive Certificate
provide such certifications as the Trustee may deem desirable or necessary in
order to establish that such transferee or the Person in whose name such
registration is requested is not a Plan or a Person who is directly or
indirectly purchasing such Certificate on behalf of, as named fiduciary of, as
trustee of, or with "plan assets" of a Plan or that the conditions of an
acceptable alternative have been satisfied. The Trustee shall not have any
responsibility to monitor or restrict the transfer of Ownership Interests in any
Certificates that are in the form of a Book-Entry Certificate.

     (d) (i) Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee under clause (ii)(A) below to deliver
payments to a Person other than such Person and to have irrevocably authorized
the Trustee under clause (ii)(B) below to negotiate the terms of any mandatory
sale and to execute all instruments of Transfer and to do all other things
necessary in connection with any such sale. The rights of each Person acquiring
any Ownership Interest in a Residual Certificate are expressly subject to the
following provisions:

               (A) Each Person holding or acquiring any Ownership Interest in a
         Residual Certificate shall be a Permitted Transferee and a United
         States Person and shall promptly notify the Trustee of any change or
         impending change in its status as a Permitted Transferee.

               (B) In connection with any proposed Transfer of any Ownership
         Interest in a Residual Certificate, the Trustee shall require delivery
         to it, and no Transfer of any Residual Certificate shall be registered
         until the Trustee receives, an affidavit and agreement substantially in
         the form attached hereto as Exhibit C-1 (a "Transfer Affidavit and
         Agreement") from the proposed Transferee, in form and substance
         satisfactory to the Trustee, representing and warranting, among other
         things, that such Transferee is a Permitted Transferee, that it is not
         acquiring its Ownership Interest in the Residual Certificate that is
         the subject of the proposed Transfer as a nominee, trustee or agent for
         any Person that is not a Permitted Transferee, that for so long as it
         retains its Ownership Interest in a Residual Certificate, it will
         endeavor to remain a Permitted Transferee, that it is a United States
         Person, and that it has reviewed the provisions of this Section 5.02(d)
         and agrees to be bound by them.

               (C) Notwithstanding the delivery of a Transfer Affidavit and
         Agreement by a proposed Transferee under clause (B) above, if the
         Trustee has actual knowledge that the proposed Transferee is not a
         Permitted Transferee or is not a United States Person, no Transfer of
         an Ownership Interest in a Residual Certificate to such proposed
         Transferee shall be effected.

               (D) Each Person holding or acquiring any Ownership Interest in a
         Residual Certificate shall agree (1) to require a Transfer Affidavit
         and

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         Agreement from any prospective Transferee to whom such Person attempts
         to transfer its Ownership Interest in such Residual Certificate and
         (2) not to transfer its Ownership Interest in such Residual
         Certificate unless it provides to the Trustee a certificate
         substantially in the form attached hereto as Exhibit C-2 stating that,
         among other things, it has no actual knowledge that such prospective
         Transferee is not a Permitted Transferee or is not a United States
         Person.

               (E) Each Person holding or acquiring an Ownership Interest in a
         Residual Certificate, by purchasing an Ownership Interest in such
         Certificate, agrees to give the Trustee written notice that it is a
         "pass-through interest holder" within the meaning of temporary Treasury
         regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an
         Ownership Interest in a Residual Certificate, if it is, or is holding
         an Ownership Interest in a Residual Certificate on behalf of, a
         "pass-through interest holder".

         (ii) (A) If any purported Transferee shall become a Holder of a
Residual Certificate in violation of the provisions of this Section 5.02(d) or
if any Holder of a Residual Certificate shall lose its status as a Permitted
Transferee or a United States Person, then the last preceding Holder of such
Residual Certificate that was in compliance with the provisions of this Section
5.02(d) shall be restored, to the extent permitted by law, to all rights as
Holder thereof retroactive to the date of registration of such Transfer of such
Residual Certificate. None of the Trustee, the Master Servicer, the Special
Servicer or the Certificate Registrar shall be under any liability to any Person
for any registration of Transfer of a Residual Certificate that is in fact not
permitted by this Section 5.02(d) or for making any payments due on such
Certificate to the Holder thereof or for taking any other action with respect to
such Holder under the provisions of this Agreement.

               (B) If any purported Transferee shall become a Holder of a
         Residual Certificate in violation of the restrictions in this Section
         5.02(d), or if any Holder of a Residual Certificate shall lose its
         status as a Permitted Transferee or a United States Person, and to the
         extent that the retroactive restoration of the rights of the prior
         Holder of such Residual Certificate as described in clause (ii)(A)
         above shall be invalid, illegal or unenforceable, then the Trustee
         shall have the right, without notice to the Holder or any prior Holder
         of such Residual Certificate, to sell such Residual Certificate to a
         purchaser selected by the Trustee on such terms as the Trustee may
         choose. Such non-complying Holder shall promptly endorse and deliver
         such Residual Certificate in accordance with the instructions of the
         Trustee. Such purchaser may be the Trustee itself or any Affiliate of
         the Trustee. The proceeds of such sale, net of the commissions (which
         may include commissions payable to the Trustee or its Affiliates),
         expenses and taxes due, if any, will be remitted by the Trustee to such
         non-complying Holder. The terms and conditions of any sale under this
         clause (ii)(B) shall be determined in the sole discretion of the
         Trustee, and the Trustee shall not be liable to any Person having an

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         Ownership Interest in a Residual Certificate as a result of its
         exercise of such discretion.

         (iii) The Trustee shall make available to the Internal Revenue Service
and those Persons specified by the REMIC Provisions, all information necessary
to compute any tax imposed (A) as a result of the Transfer of an Ownership
Interest in a Residual Certificate to any Person who is not a Permitted
Transferee, including the information described in Treasury Regulations Sections
1.860D-1(b)(5) and 1.860E-2(a)(5)with respect to the "excess inclusions" of such
Residual Certificate and (B) as a result of any regulated investment company,
real estate investment trust, common trust fund, partnership, trust, estate or
organization described in Section 1381 of the Code that holds an Ownership
Interest in a Residual Certificate having as among its record holders at any
time any Person which is not a Permitted Transferee. The Person holding such
Ownership Interest shall be responsible for the reasonable compensation of the
Trustee for providing such information.

         (iv) The provisions of this Section 5.02(d) set forth prior to this
subsection (iv) may be modified, added to or eliminated, provided that there
shall have been delivered to the Trustee and the Depositor the following:

               (A) written notification from each Rating Agency to the effect
         that the modification of, addition to or elimination of such provisions
         will not cause such Rating Agency to qualify, downgrade or withdraw its
         then-current rating of any Class of Certificates; and

               (B) an Opinion of Counsel, in form and substance satisfactory to
         the Trustee and the Depositor, to the effect that such modification of,
         addition to or elimination of such provisions will not cause any of
         REMIC I, REMIC II or REMIC III to (x) cease to qualify as a REMIC or
         (y) be subject to an entity-level tax caused by the Transfer of any
         Residual Certificate to a Person which is not a Permitted Transferee,
         or cause a Person other than the prospective Transferee to be subject
         to a REMIC-related tax caused by the Transfer of a Residual Certificate
         to a Person which is not a Permitted Transferee.

     (e) Subject to the preceding subsections, upon surrender for registration
of transfer of any Certificate at the offices of the Certificate Registrar
maintained for such purpose, the Trustee shall execute and the Certificate
Registrar shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates of the same Class of a
like aggregate Percentage Interest.

     (f) At the option of any Holder, its Certificates may be exchanged for
other Certificates of authorized denominations of the same Class of a like
aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at the offices of the Certificate Registrar maintained for such
purpose. Whenever any Certificates are so surrendered for exchange, the Trustee
shall execute and the Certificate Registrar shall authenticate and deliver the
Certificates which the Certificateholder making the exchange is entitled to
receive.

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     (g) Every Certificate presented or surrendered for transfer or exchange
shall (if so required by the Trustee or the Certificate Registrar) be duly
endorsed by, or be accompanied by a written instrument of transfer in the form
satisfactory to the Trustee and the Certificate Registrar duly executed by, the
Holder thereof or his attorney duly authorized in writing.

     (h) No service charge shall be imposed for any transfer or exchange of
Certificates, but the Trustee or the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

     (i) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall hold such canceled Certificates in accordance with its standard
procedures.

     (j) Upon request, the Certificate Registrar shall provide the Master
Servicer, the Special Servicer and the Depositor with an updated copy of the
Certificate Register on or about January 1 and July 1 of each year, commencing
January 1, 2003.

     SECTION 5.03 Book-Entry Certificates.

     (a) Each Class of Certificates other than the Residual Certificates shall
initially be issued as one or more Certificates registered in the name of the
Depository or its nominee and, except as provided in subsection (c) below,
transfer of such Certificates may not be registered by the Certificate Registrar
unless such transfer is to a successor Depository that agrees to hold such
Certificates for the respective Certificate Owners with Ownership Interests
therein. Such Certificate Owners shall hold and transfer their respective
Ownership Interests in and to such Certificates through the book-entry
facilities of the Depository and, except as provided in subsection (c) below
shall not be entitled to definitive, fully registered Certificates ("Definitive
Certificates") in respect of such Ownership Interests. The Trustee shall not
have any responsibility to monitor or restrict the transfer of Ownership
Interests in any Book-Entry Certificate. All transfers by Certificate Owners of
their respective Ownership Interests in the Book-Entry Certificates shall be
made in accordance with the procedures established by the Depository Participant
or brokerage firm representing such Certificate Owner. Each Depository
Participant shall only transfer the Ownership Interests in the Book-Entry
Certificates of Certificate Owners it represents or of brokerage firms for which
it acts as agent in accordance with the Depository's normal procedures.

     (b) The Trustee, the Master Servicer, the Special Servicer, the Depositor
and the Certificate Registrar may for all purposes, including the making of
payments due on the Book-Entry Certificates, deal with the Depository as the
authorized representative of the Certificate Owners with respect to such
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of the Book-Entry Certificates with respect
to any particular matter shall not be deemed inconsistent if

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they are made with respect to different Certificate Owners. The Trustee may
establish a reasonable record date in connection with solicitations of consents
from or voting by Certificateholders and shall give notice to the Depository of
such record date.

     (c) If (i)(A) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to the Book-Entry
Certificates, and (B) the Depositor is unable to locate a qualified successor,
or (ii) the Depositor at its option advises the Trustee and the Certificate
Registrar in writing that it elects to terminate the book-entry system through
the Depository, the Trustee shall notify all Certificate Owners, through the
Depository, of the occurrence of any such event and of the availability of
Definitive Certificates to Certificate Owners requesting the same. Upon
surrender to the Certificate Registrar of the Book-Entry Certificates by the
Depository, accompanied by registration instructions from the Depository for
registration of transfer and any other documents necessary to satisfy the
requirements of any applicable transfer restrictions, the Trustee shall execute,
and the Certificate Registrar shall authenticate and deliver, the applicable
Definitive Certificates to the Certificate Owners identified in such
instructions. None of the Depositor, the Master Servicer, the Special Servicer,
the Trustee or the Certificate Registrar shall be liable for any delay in
delivery of such instructions, and each may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates for purposes of evidencing ownership of the Registered Certificates
held in book-entry form, the registered holders of such Definitive Certificates
shall be recognized as Certificateholders hereunder and, accordingly, shall be
entitled directly to receive payments on, to exercise Voting Rights with respect
to, and to transfer and exchange such Definitive Certificates.

     SECTION 5.04 Mutilated, Destroyed, Lost or Stolen Certificates.

     If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (ii) there is delivered
to the Trustee and the Certificate Registrar such security or indemnity as may
be required by them to save each of them harmless, then, in the absence of
actual notice to the Trustee or the Certificate Registrar that such Certificate
has been acquired by a bona fide purchaser, the Trustee shall execute, and the
Certificate Registrar shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate
of the same Class and like Percentage Interest. Upon the issuance of any new
Certificate under this Section, the Trustee and the Certificate Registrar may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee and the Certificate Registrar) connected
therewith. Any replacement Certificate issued pursuant to this Section shall
constitute complete and indefeasible evidence of ownership in the applicable
REMIC, as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.

     SECTION 5.05 Persons Deemed Owners.

     Prior to due presentation of a Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agents of any of them may treat the person in
whose name such Certificate is registered as of the related

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Record Date as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01 and for all other purposes whatsoever,
except as and to the extent provided in the definition of "Certificateholder",
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any agent of any of them shall be affected
by notice to the contrary except as provided in Section 5.02(d).

                                   ARTICLE VI

           THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER

     SECTION 6.01 Liability of the Depositor, the Master Servicer and the
Special Servicer.

     The Depositor, the Master Servicer and the Special Servicer shall be liable
in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Master Servicer
and the Special Servicer herein.

     SECTION 6.02 Merger, Consolidation or Conversion of the Depositor, the
Master Servicer and the Special Servicer; Assignment of Rights and Delegation of
Duties by the Master Servicer and the Special Servicer.

     (a) Subject to subsection (b) below, the Depositor, the Master Servicer and
the Special Servicer each will keep in full effect its existence, rights and
franchises as a corporation under the laws of the jurisdiction of its
incorporation, and each will obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.

     (b) The Depositor, the Master Servicer and the Special Servicer may be
merged or consolidated with or into any Person, or transfer all or substantially
all of its assets to any Person, in which case any Person resulting from any
merger or consolidation to which the Depositor, the Master Servicer or the
Special Servicer shall be a party, or any Person succeeding to the business of
the Depositor, the Master Servicer and the Special Servicer, shall be the
successor of the Depositor, the Master Servicer and the Special Servicer, as the
case may be, hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; provided that (i) with respect to the Master Servicer
or the Special Servicer, such Person is qualified to service multifamily
mortgage loans on behalf of FNMA or FHLMC and (ii) such merger, consolidation or
succession will not result in the downgrade, qualification or withdrawal of the
then-current ratings of the Classes of Certificates that have been so rated (as
evidenced by a letter to such effect from each Rating Agency).

     (c) Notwithstanding anything else in this Section 6.02 and Section 6.04 to
the contrary, the Master Servicer and the Special Servicer may assign all of its
rights and delegate all of its duties and obligations under this Agreement;
provided that the Person accepting such assignment or delegation shall be a
Person that is qualified to service multifamily mortgage loans

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on behalf of FNMA or FHLMC, is reasonably satisfactory to the Trustee and the
Depositor, is willing to service the Mortgage Loans and executes and delivers to
the Depositor and the Trustee an agreement, in form and substance reasonably
satisfactory to the Depositor and the Trustee, which contains an assumption by
such Person of the due and punctual performance and observance of each covenant
and condition to be performed or observed by the Master Servicer or the Special
Servicer, as the case may be, under this Agreement; provided further that such
assignment or delegation will not result in the downgrade, qualification or
withdrawal of the then-current ratings of the Classes of Certificates that have
been rated (as evidenced by a Rating Agency Confirmation). In the case of any
such assignment and delegation, the Master Servicer or the Special Servicer, as
the case may be, shall be released from its obligations under this Agreement,
except that the Master Servicer or the Special Servicer, as the case may be,
shall remain liable for all liabilities and obligations incurred by it, or
arising from its conduct, hereunder prior to the satisfaction of the conditions
to such assignment and delegation set forth in the preceding sentence.
Notwithstanding anything above to the contrary, the Master Servicer may, in its
sole discretion, appoint Sub-Servicers in accordance with Section 3.23 hereof
and independent contractors or agents to perform select duties thereof, provided
that the Master Servicer shall not be relieved from such duties solely by virtue
of such appointment.

     SECTION 6.03 Limitation on Liability of the Depositor, the Master Servicer,
the Special Servicer and Others.

     None of the Depositor, the Master Servicer, the Special Servicer or any of
the directors, officers, employees or agents of the Depositor, the Master
Servicer or the Special Servicer shall be under any liability to the Trust Fund
or the Certificateholders for any action taken or for refraining from the taking
of any action in good faith pursuant to this Agreement or for errors in
judgment; provided, however, that this provision shall not protect the
Depositor, the Master Servicer, the Special Servicer or any such Person against
any breach of warranties or representations made herein or any liability which
would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in the performance of duties or by reason of negligent disregard of
obligations and duties hereunder. The Depositor, the Master Servicer, the
Special Servicer and any director, officer, employee or agent of the Depositor,
the Master Servicer or the Special Servicer may rely in good faith on any
document of any kind prima facie properly executed and submitted by any Person
respecting any matters arising hereunder. The Depositor, the Master Servicer and
the Special Servicer and any director, officer, employee or agent of the
Depositor, the Master Servicer or the Special Servicer shall be indemnified by
the Trust Fund and held harmless against any loss, liability or expense incurred
in connection with any legal action relating to this Agreement, the Certificates
or any asset of the Trust Fund, other than any loss, liability or expense
specifically required to be borne by such Person pursuant to the terms hereof,
or which constitutes a Servicing Advance (and is otherwise specifically
reimbursable hereunder), or which is incurred by such Person by reason of such
Person's willful misfeasance, bad faith or negligence in the performance of such
Person's duties hereunder or by reason of such Person's negligent disregard of
obligations and duties hereunder.

     In no event shall the Master Servicer be liable for any determination made
by the Majority Certificateholder of the Controlling Class pursuant to paragraph
(3) of the definition of Specially Serviced Mortgage Loan.

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     None of the Depositor, the Master Servicer or the Special Servicer shall be
under any obligation to appear in, prosecute or defend any legal or
administrative action, proceeding, hearing or examination that is not incidental
to its respective duties under this Agreement and which in its opinion may
involve it in any ultimate expense or liability; provided, however, that the
Depositor, the Master Servicer or the Special Servicer may in its discretion
undertake any such action, proceeding, hearing or examination that it may deem
necessary or desirable in respect to this Agreement and the rights and duties of
the parties hereto and the interests of the Certificateholders hereunder. In
such event, the legal expenses and costs of such action, proceeding, hearing or
examination and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Fund, and the Depositor, the Master Servicer and the
Special Servicer shall be entitled to be reimbursed therefor out of amounts
attributable to the Mortgage Loans on deposit in the Certificate Account as
provided by Section 3.05(a).

     SECTION 6.04 Depositor, Master Servicer and Special Servicer Not to Resign.

     Subject to the provisions of Section 6.02, none of the Depositor, the
Master Servicer or the Special Servicer shall resign from its respective
obligations and duties hereby imposed on it except upon determination that its
duties hereunder are no longer permissible under applicable law. Any such
determination permitting the resignation of the Depositor, the Master Servicer
or the Special Servicer shall be evidenced by an Opinion of Counsel to such
effect delivered to the Trustee. No such resignation by the Master Servicer or
the Special Servicer shall become effective until the Trustee or a successor
servicer shall have assumed the responsibilities and obligations of the Master
Servicer or the Special Servicer, as the case may be, in accordance with Section
7.02.

     SECTION 6.05 Rights of the Depositor in Respect of the Master Servicer and
the Special Servicer.

     The Depositor may, but is not obligated to, enforce the obligations of the
Master Servicer and the Special Servicer hereunder and may, but is not obligated
to, perform, or cause a designee to perform, any defaulted obligation of the
Master Servicer or the Special Servicer hereunder or exercise the rights of the
Master Servicer or the Special Servicer hereunder; provided, however, that
neither the Master Servicer nor the Special Servicer shall be relieved of any of
its obligations hereunder by virtue of such performance by the Depositor or its
designee. The Depositor shall not have any responsibility or liability for any
action or failure to act by the Master Servicer or the Special Servicer and is
not obligated to supervise the performance of the Master Servicer or the Special
Servicer under this Agreement or otherwise.

                                   ARTICLE VII

                                     DEFAULT

     SECTION 7.01 Events of Default.

     (a) "Event of Default", wherever used herein, means any one of the
following events:

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         (i) (A) any failure by the Master Servicer to make a required deposit
to the Certificate Account which continues unremedied for one Business Day
following the date on which such deposit was first required to be made, or (B)
any failure by the Master Servicer to deposit into, or to remit to the Trustee
for deposit into, the Distribution Account any amount required to be so
deposited or remitted, which failure is not remedied by 11:00 a.m. (New York
City time) on the relevant Distribution Date; or

         (ii) any failure by the Special Servicer to deposit into, or to remit
to the Master Servicer for deposit into, the Certificate Account any amount
required to be so deposited or remitted under this Agreement which failure
continues unremedied for one Business Day following the date on which such
deposit or remittance was first required to be made; or

         (iii) any failure by the Master Servicer to timely make any Servicing
Advance required to be made by it pursuant to this Agreement which continues
unremedied for a period ending on the earlier of (A) 15 days following the date
such Servicing Advance was first required to be made, and (B) either, if
applicable, (1) in the case of a Servicing Advance relating to the payment of
insurance premiums, the day on which such insurance coverage terminates if such
premiums are not paid or (2) in the case of a Servicing Advance relating to the
payment of real estate taxes, the date of the commencement of a foreclosure
action with respect to the failure to make such payment; or

         (iv) any failure on the part of the Master Servicer or the Special
Servicer duly to observe or perform in any material respect any other of the
covenants or agreements on the part of the Master Servicer or the Special
Servicer contained in this Agreement which continues unremedied for a period of
30 days after the date on which written notice of such failure, requiring the
same to be remedied, shall have been given to the Master Servicer or the Special
Servicer, as the case may be, by the Trustee or the Depositor, or to the Master
Servicer or the Special Servicer, as the case may be by the Holders of
Certificates entitled to not less than 25% of the Voting Rights; provided,
however, that if such covenant or agreement is capable of being cured and the
Master Servicer or Special Servicer, as applicable, is diligently pursuing such
cure, such 30 day period shall be extended for an additional 30 days; or

         (v) any breach on the part of the Master Servicer or the Special
Servicer of any representation or warranty contained in this Agreement which
materially and adversely affects the interests of any Class of
Certificateholders and which continues unremedied for a period of 30 days after
the date on which notice of such breach, requiring the same to be remedied,
shall have been given to the Master Servicer or the Special Servicer by the
Trustee or the Depositor, or to the Master Servicer or the Special Servicer, as
the case may be by the Holders of Certificates entitled to not less than 25% of
the Voting Rights; provided, however, if such breach is capable of being cured
and the Master Servicer or Special Servicer, as applicable, is diligently
pursuing such cure, such 30 day period shall be extended for an additional 30
days; or

         (vi) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises in an involuntary case under any present or
future federal or state bankruptcy, insolvency or similar law for the
appointment of a conservator, receiver, liquidator, trustee or similar official
in any bankruptcy, insolvency, readjustment of debt,

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marshalling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the
Master Servicer or the Special Servicer and such decree or order shall have
remained in force undischarged or unstayed for a period of 60 days; or

         (vii) the Master Servicer or the Special Servicer shall consent to the
appointment of a conservator, receiver, liquidator, trustee or similar official
in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings of or relating to it or of or relating to all
or substantially all of its property; or

         (viii) the Master Servicer or the Special Servicer shall admit in
writing its inability to pay its debts generally as they become due, file a
petition to take advantage of any applicable bankruptcy, insolvency or
reorganization statute, make an assignment for the benefit of its creditors,
voluntarily suspend payment of its obligations, or take any corporate action in
furtherance of the foregoing; or

         (ix) a Servicing Officer obtains actual knowledge that Moody's has (A)
qualified, downgraded or withdrawn its rating or ratings of one or more Classes
of Certificates, or (B) has placed one or more Classes of Certificates on "watch
status" in contemplation of a ratings downgrade or withdrawal (and such "watch
status" placement shall not have been withdrawn by Moody's within 60 days of the
date the Servicing Officer obtained such actual knowledge), and, in the case of
either of clauses (A) or (B), cited servicing concerns with the Master Servicer
or the Special Servicer, as the case may be, as the sole or material factor in
such rating action;

         (x) the Master Servicer or the Special Servicer is removed from
Standard & Poor's approved master servicer list or special servicer list, as the
case may be, and the ratings of any of the Certificates by Standard & Poor's are
downgraded, qualified or withdrawn (including, without limitation, placed on
"negative credit watch") in connection with such removal; or

         (xi) the Trustee shall have received written notice from Fitch that the
continuation of the Master Servicer or the Special Servicer in such capacity
would result in the downgrade, qualification or withdrawal of any rating then
assigned by such Rating Agency to any Class of Certificates.

     (b) If any Event of Default with respect to the Master Servicer or the
Special Servicer (in either case for purposes of this Section 7.01(b), the
"Defaulting Party") shall occur and be continuing, then, and in each and every
such case, so long as such Event of Default shall not have been remedied, the
Depositor or the Trustee may, and at the written direction of the Holders of
Certificates entitled to at least 51% of the Voting Rights, the Trustee shall,
terminate, by notice in writing to the Defaulting Party, with a copy of such
notice to the Depositor (if the termination is effected by the Trustee) or to
the Trustee (if the termination is effected by the Depositor), all of the rights
and obligations of the Defaulting Party under this Agreement and in and to the
Mortgage Loans and the proceeds thereof (other than any rights of the Defaulting
Party as Certificateholder). From and after the receipt by the Defaulting Party
of such written notice, all authority and power of the Defaulting Party under
this Agreement, whether with respect to the Certificates (other than as a Holder
of any Certificate) or the Mortgage Loans or

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otherwise, shall pass to and be vested in the Trustee pursuant to and under this
Section, and, without limitation, the Trustee is hereby authorized and empowered
to execute and deliver, on behalf of and at the expense of the Defaulting Party,
as attorney-in-fact or otherwise, any and all documents and other instruments,
and to do or accomplish all other acts or things necessary or appropriate to
effect the purposes of such notice of termination, whether to complete the
transfer and endorsement or assignment of the Mortgage Loans and related
documents, or otherwise. The Master Servicer and the Special Servicer each
agrees that if it is terminated pursuant to this Section 7.01(b), it shall
promptly (and in any event no later than ten Business Days subsequent to its
receipt of the notice of termination) provide the Trustee or any other successor
Master Servicer or Special Servicer with all documents and records requested by
it to enable it to assume the Master Servicer's or Special Servicer's, as the
case may be, functions hereunder, and shall cooperate with the Trustee or any
other successor Master Servicer or Special Servicer in effecting the termination
of the Master Servicer's or Special Servicer's, as the case may be,
responsibilities and rights hereunder, including, without limitation, the
transfer within two Business Days to the Trustee or any other successor Master
Servicer or Special Servicer for administration by it of all cash amounts which
shall at the time be or should have been credited by the Master Servicer or the
Special Servicer to the Certificate Account, the Distribution Account, any REO
Account or any Servicing Account or thereafter be received with respect to the
Mortgage Loans or any REO Property (provided, however, that the Master Servicer
and the Special Servicer each shall continue to be entitled to receive all
amounts accrued or owing to it under this Agreement on or prior to the date of
such termination, whether in respect of Advances made by it or otherwise, and it
and its directors, officers, employees and agents shall continue to be entitled
to the benefits of Section 6.03 notwithstanding any such termination).

     SECTION 7.02 Trustee to Act; Appointment of Successor.

     On and after the time the Master Servicer or the Special Servicer resigns
pursuant to Section 6.04 or receives a notice of termination pursuant to Section
7.01, the Trustee shall be the successor in all respects to the Master Servicer
or the Special Servicer, as the case may be, in its capacity as such under this
Agreement and the transactions set forth or provided for herein and shall be
subject to all the responsibilities, duties and liabilities relating thereto and
arising thereafter placed on the Master Servicer or the Special Servicer, as the
case may be, by the terms and provisions hereof, including, without limitation,
the Master Servicer's obligation to make Delinquency Advances; provided that any
failure to perform such duties or responsibilities caused by the Master
Servicer's or the Special Servicer's failure to provide information or monies
required by Section 7.01 shall not be considered a default by the Trustee
hereunder. The Trustee shall not be liable for any of the representations and
warranties of the Master Servicer or the Special Servicer or for any losses
incurred by the Master Servicer or the Special Servicer pursuant to Section 3.06
hereunder nor shall the Trustee be required to purchase any Mortgage Loan
hereunder. As compensation therefor, the Trustee shall be entitled to the
applicable Servicing Fee and Special Servicing Fee and all funds relating to the
Mortgage Loans which the Master Servicer or the Special Servicer (other than any
Workout Fees owed pursuant to Section 3.11(c)) would have been entitled to
charge to the Certificate Account or the Distribution Account if the Master
Servicer or the Special Servicer had continued to act hereunder. Notwithstanding
the above, the Trustee may, if it shall be unwilling to so act, or shall, if it
is unable to so act or if the Holders of Certificates entitled to at least 51%
of the Voting Rights so request in writing to the Trustee or if the Trustee is
not approved as a master servicer or special

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servicer, as the case may be, by each Rating Agency, promptly appoint any FNMA
or FHLMC-approved mortgage loan servicing institution that has a net worth of
not less than $10,000,000 and is otherwise acceptable to each Rating Agency (as
evidenced by Rating Agency Confirmation), as the successor to the Master
Servicer hereunder or the Special Servicer, as the case may be, in the
assumption of all or any part of the responsibilities, duties or liabilities of
the Master Servicer or the Special Servicer, as the case may be, hereunder. No
appointment of a successor to the Master Servicer or the Special Servicer, as
the case may be, hereunder shall be effective until the assumption of the
successor to the Master Servicer or the Special Servicer, as the case may be, of
all the responsibilities, duties and liabilities of the Master Servicer or the
Special Servicer, as the case may be, hereunder. Pending appointment of a
successor to the Master Servicer or the Special Servicer, as the case may be,
hereunder, the Trustee shall act in such capacity as hereinabove provided. In
connection with any such appointment and assumption described herein, the
Trustee may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans or otherwise as it and such successor shall agree;
provided, however, that no such compensation shall be in excess of that
permitted the resigning or terminated party hereunder. The Depositor, the
Trustee and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. The Trustee
shall be reimbursed for all of its out-of-pocket expenses incurred in connection
with obtaining such successor servicer by the Trust within 60 days of the
Trustee's submission of an invoice with respect thereto and after making
reasonable efforts to collect such amounts from the successor servicer, to the
extent such expenses have not been reimbursed by the successor servicer; such
expenses paid by the Trust Fund shall be deemed to be an Additional Trust Fund
Expense.

     SECTION 7.03 Notification to Certificateholders.

     (a) Upon any resignation of the Master Servicer or the Special Servicer
pursuant to Section 6.04, any termination of the Master Servicer or the Special
Servicer pursuant to Section 7.01 or any appointment of a successor to the
Master Servicer or the Special Servicer pursuant to Section 7.02, the Trustee
shall give prompt written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register.

     (b) Not later than the later of (i) 60 days after the occurrence of any
event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) five days after the Trustee would be
deemed to have notice of the occurrence of such an event in accordance with
Section 8.02(vii), the Trustee shall transmit by mail to the Depositor and all
Certificateholders notice of such occurrence, unless such default shall have
been cured.

     SECTION 7.04 Waiver of Events of Default.

     The Holders of Certificates representing at least 66-2/3% of the Voting
Rights allocated to the Classes of Certificates affected by any Event of Default
hereunder may waive such Event of Default; provided, however, that an Event of
Default under clause (i) or (ii) of Section 7.01 may be waived only by all of
the Certificateholders of the affected Classes. Upon any such waiver of an Event
of Default, such Event of Default shall cease to exist and shall be deemed to
have been remedied for every purpose hereunder. No such waiver shall extend to
any subsequent or other Event of Default or impair any right consequent thereon
except to the extent

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expressly so waived. Notwithstanding any other provisions of this Agreement, for
purposes of waiving any Event of Default pursuant to this Section 7.04,
Certificates registered in the name of the Depositor or any Affiliate of the
Depositor shall be entitled to the same Voting Rights with respect to the
matters described above as they would if any other Person held such
Certificates.

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

     SECTION 8.01 Duties of the Trustee .

     (a) The Trustee, prior to the occurrence of an Event of Default and after
the curing or waiver of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If an Event of Default occurs and is continuing, the
Trustee (other than as successor Master Servicer or Special Servicer) shall
exercise such of the rights and powers vested in it by this Agreement, and use
the same degree of care and skill in their exercise as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs. Any
permissive right of the Trustee contained in this Agreement shall not be
construed as a duty.

     (b) The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform to the requirements of this Agreement. If any
such instrument is found not to conform to the requirements of this Agreement in
a material manner, the Trustee shall take such action as it deems appropriate to
have the instrument corrected.

     (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:

         (i) Prior to the occurrence of an Event of Default, and after the
   curing of all such Events of Default which may have occurred, the duties and
   obligations of the Trustee shall be determined solely by the express
   provisions of this Agreement, the Trustee shall not be liable except for the
   performance of such duties and obligations as are specifically set forth in
   this Agreement, no implied covenants or obligations shall be read into this
   Agreement against the Trustee and, in the absence of bad faith on the part of
   the Trustee, the Trustee may conclusively rely, as to the truth of the
   statements and the correctness of the opinions expressed therein, upon any
   certificates or opinions furnished to the Trustee and conforming to the
   requirements of this Agreement;

         (ii) The Trustee shall not be personally liable for an error of
   judgment made in good faith by a Responsible Officer or Responsible Officers
   of the Trustee, unless it shall be proved that the Trustee was negligent in
   ascertaining the pertinent facts; and

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         (iii) The Trustee shall not be personally liable with respect to any
   action taken, suffered or omitted to be taken by it in good faith in
   accordance with the direction of Holders of Certificates entitled to at least
   25% (or other percentage specified in this Agreement) of the Voting Rights
   relating to the time, method and place of conducting any proceeding for any
   remedy available to the Trustee, or exercising any trust or power conferred
   upon the Trustee, under this Agreement.

     SECTION 8.02 Certain Matters Affecting the Trustee .

     Except as otherwise provided in Section 8.01:

         (i) The Trustee may rely upon and shall be protected in acting or
   refraining from acting upon any resolution, Officer's Certificate,
   certificate of auditors or any other certificate, statement, instrument,
   opinion, report, notice, request, consent, order, appraisal, bond or other
   paper or document reasonably believed by it to be genuine and to have been
   signed or presented by the proper party or parties;

         (ii) The Trustee may consult with counsel and the written advice of
   such counsel or any Opinion of Counsel shall be full and complete
   authorization and protection in respect of any action taken or suffered or
   omitted by it hereunder in good faith and in accordance therewith and the
   expense of such consultation with counsel shall be reimbursable under Section
   8.05(b) hereof;

         (iii) The Trustee shall not be under any obligation to exercise any of
   the trusts or powers vested in it by this Agreement or to make any
   investigation of matters arising hereunder or to institute, conduct or defend
   any litigation hereunder or in relation hereto at the request, order or
   direction of any of the Certificateholders, pursuant to the provisions of
   this Agreement, unless such Certificateholders shall have offered to the
   Trustee reasonable security or indemnity against the costs, expenses and
   liabilities which may be incurred therein or thereby; the Trustee shall not
   be required to expend or risk its own funds or otherwise incur any financial
   liability in the performance of any of its duties hereunder, or in the
   exercise of any of its rights or powers, if it shall have reasonable grounds
   for believing that repayment of such funds or adequate indemnity against such
   risk or liability is not reasonably assured to it; nothing contained herein
   shall, however, relieve the Trustee of the obligation, upon the occurrence of
   an Event of Default which has not been cured, to exercise such of the rights
   and powers vested in it by this Agreement, and to use the same degree of care
   and skill in their exercise as a prudent man would exercise or use under the
   circumstances in the conduct of his own affairs;

         (iv) The Trustee shall not be personally liable for any action
   reasonably taken, suffered or omitted by it in good faith and believed by it
   to be authorized or within the discretion or rights or powers conferred upon
   it by this Agreement;

         (v) Prior to the occurrence of an Event of Default hereunder and after
   the curing of all Events of Default which may have occurred, the Trustee
   shall not be bound to make any investigation into the facts or matters stated
   in any resolution,

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   certificate, statement, instrument, opinion, report, notice, request,
   consent, order, approval, bond or other paper or document, unless requested
   in writing to do so by Holders of Certificates entitled to at least 50% of
   the Voting Rights; provided, however, that if the payment within a reasonable
   time to the Trustee of the costs, expenses or liabilities likely to be
   incurred by it in the making of such investigation is, in the opinion of the
   Trustee, not reasonably assured to the Trustee by the security afforded to it
   by the terms of this Agreement, the Trustee may require reasonable indemnity
   against such expense or liability as a condition to taking any such action;

         (vi) The Trustee may execute any of the trusts or powers hereunder or
   perform any duties hereunder either directly or by or through agents,
   provided that the Trustee shall not be relieved from such duties, and the
   Trustee shall remain responsible for all acts and omissions of any such
   agent;

         (vii) For all purposes under this Agreement, the Trustee shall not be
   deemed to have notice of any Event of Default unless a Responsible Officer of
   the Trustee has actual knowledge thereof or unless written notice of any
   event which is in fact such a default is received by the Trustee at the
   Corporate Trust Office, and such notice references the Certificates or this
   Agreement; and

         (viii) The Trustee shall not be responsible for any act or omission of
   the Master Servicer or the Special Servicer (unless the Trustee is acting as
   Master Servicer or the Special Servicer, as the case may be) or of the
   Depositor or any other person.

     SECTION 8.03 Trustee not Liable for Validity or Sufficiency of Certificates
or Mortgage Loans.

     The recitals contained herein and in the Certificates, other than the
representations and warranties of, and the other statements attributed to the
Trustee in Sections 2.02, 2.05, 2.07 and 8.13 and the signature of the Trustee
set forth on each outstanding Certificate, shall be taken as the statements of
the Depositor, the Master Servicer or the Special Servicer, as the case may be,
and the Trustee shall not assume responsibility for their correctness. The
Trustee shall not make any representations as to the validity or sufficiency of
this Agreement (except to the extent set forth in Section 8.13) or of any
Certificate (other than as to the signature of the Trustee set forth thereon) or
of any Mortgage Loan or any related document. The Trustee shall not be
accountable for the use or application by the Depositor of any of the
Certificates issued to it or of the proceeds of such Certificates, or for the
use or application of any funds paid to the Depositor in respect of the
assignment of the Mortgage Loans to the Trust Fund, or any funds deposited in or
withdrawn from the Certificate Account or any other account by or on behalf of
the Depositor, the Master Servicer or the Special Servicer. The Trustee shall
not be responsible for the accuracy or content of any resolution, certificate,
statement, opinion, report, document, order or other instrument furnished by the
Depositor, the Master Servicer or the Special Servicer, and accepted by the
Trustee in good faith, pursuant to this Agreement.

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     SECTION 8.04 Trustee May Own Certificates.

     The Trustee, in its individual or any other capacity, may become the owner
or pledgee of Certificates with the same rights it would have if it were not the
Trustee.

     SECTION 8.05 Fees and Expenses of Trustee; Indemnification of Trustee.

     (a) Monthly, the Trustee shall be entitled to withdraw the Trustee Fee from
the Distribution Account pursuant to Section 3.05(b) for all services rendered
by it in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee. On or
prior to the Distribution Date in each month, the Trustee shall be entitled to
withdraw and pay itself from amounts then on deposit in the Distribution Account
an amount equal to the then unpaid Trustee Fees.

     (b) The Trustee, and any director, officer, employee or agent of the
Trustee, shall be indemnified and held harmless by the Trust Fund (to the extent
of amounts on deposit in the Distribution Account from time to time) against any
loss, liability or expense (including, without limitation, costs and expenses of
litigation, and of investigation, counsel fees, damages, judgments and amounts
paid in settlement) arising out of, or incurred in connection with, any act or
omission of the Trustee relating to the exercise and performance of any of the
powers and duties of the Trustee hereunder; provided that neither the Trustee
Agent, nor any of the other above specified Persons, shall be entitled to
indemnification pursuant to this Section 8.05(b) for (i) allocable overhead,
(ii) expenses or disbursements incurred or made by or on behalf of the Trustee
in the normal course of the Trustee's performing its routine duties in
accordance with any of the provisions hereof, (iii) any expense or liability
specifically required to be borne thereby pursuant to the terms hereof, or (iv)
any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or negligence in the performance of the Trustee's obligations and duties
hereunder, or by reason of negligent disregard of such obligations or duties, or
as may arise from a breach of any representation, warranty or covenant of the
Trustee made herein. The provisions of this Section 8.05(b) shall survive any
resignation or removal of the Trustee and appointment of a successor trustee.

     SECTION 8.06 Eligibility Requirements for Trustee.

     (a) The Trustee hereunder shall at all times be an association or a
corporation organized and doing business under the laws of the United States of
America or any State thereof or the District of Columbia, authorized under such
laws to exercise trust powers, having a combined capital and surplus of at least
$100,000,000 and subject to supervision or examination by federal or state
authority. If such association or corporation publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such association or corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published. The long-term unsecured debt obligations of the Trustee
shall at all times be rated not less than "A+" by Standard & Poor's, "Aa3" by
Moody's and "AA-" by Fitch and the short-term unsecured debt obligations of the
Trustee shall at all times be rated not less than "A-1" by Standard & Poor's or,
in each case, such other rating as shall not result in the qualification,
downgrade or withdrawal of any of the ratings then assigned

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to the respective Classes of Certificates, as confirmed in writing by the
applicable Rating Agency. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 8.07;
provided that if the Trustee shall cease to be so eligible because its combined
capital and surplus is no longer at least $100,000,000 or its long-term
unsecured debt rating no longer conforms to the requirements of the immediately
preceding sentence, and if the Trustee proposes to the other parties hereto to
enter into an agreement with (and reasonably acceptable to) each of them or the
Trustee appoints a fiscal agent, and if in light of such agreement or such
appointment, the Trustee's continuing to act in such capacity would not (as
evidenced in writing by each Rating Agency) cause any Rating Agency to qualify,
downgrade or withdraw any rating assigned thereby to any Class of Certificates,
then upon the execution and delivery of such agreement or the effectiveness of
such appointment, the Trustee shall not be required to resign, and may continue
in such capacity, for so long as none of the ratings assigned by the Rating
Agencies to the Certificates is adversely affected thereby. The corporation or
association serving as Trustee may have normal banking and trust relationships
with the Depositor, the Master Servicer, the Special Servicer and their
respective Affiliates.

     (b) The Trustee shall not assign any of its rights or delegate any of its
duties under this Agreement to any other Person without the prior written
consent of the Depositor and the Majority Certificateholder of the Controlling
Class (such consent not to be unreasonably withheld, conditioned or delayed).

     SECTION 8.07 Resignation and Removal of the Trustee .

     (a) The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Depositor, the Master
Servicer, the Special Servicer and to all Certificateholders. Upon receiving
such notice of resignation, the Depositor shall promptly appoint a successor
trustee acceptable to the Master Servicer, by written instrument, in duplicate,
which instrument shall be delivered to the resigning Trustee and to the
successor trustee. A copy of such instrument shall be delivered to the Master
Servicer, the Special Servicer and the Certificateholders by the Depositor. If
no successor trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee.

     (b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Depositor or the Master Servicer, or if at any time the
Trustee shall become incapable of acting, or shall be adjudged bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be appointed,
or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Depositor may remove the Trustee and appoint a successor
trustee acceptable to the Master Servicer by written instrument, in duplicate,
which instrument shall be delivered to the Trustee so removed and to the
successor trustee. A copy of such instrument shall be delivered to the Master
Servicer, the Special Servicer and the Certificateholders by the Depositor.

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     (c) The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee by
written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Master Servicer, one complete set to the Trustee so
removed and one complete set to the successor so appointed. A copy of such
instrument shall be delivered to the Depositor, the Special Servicer and the
remaining Certificateholders by the Master Servicer.

     (d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor trustee as
provided in Section 8.08. Upon any succession of the Trustee under this
Agreement, the predecessor Trustee shall be entitled to the payment of
compensation and reimbursement for services rendered and expenses incurred
(including without limitation unreimbursed Advances and interest thereon made
thereby) accrued or payable up to and including the effective date of such
termination, at such times and from such sources as if the predecessor Trustee
had not resigned or been removed.

     SECTION 8.08 Successor Trustee .

     (a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Depositor, the Master Servicer, the
Special Servicer and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as trustee herein. The predecessor trustee
shall deliver to the successor trustee all Mortgage Files and related documents
and statements held by it hereunder (other than any Mortgage Files at the time
held on its behalf by a Custodian, which Custodian shall become the agent of the
successor trustee), and the Depositor, the Master Servicer, the Special Servicer
and the predecessor trustee shall execute and deliver such instruments and do
such other things as may reasonably be required to more fully and certainly vest
and confirm in the successor trustee all such rights, powers, duties and
obligations, and to enable the successor trustee to perform its obligations
hereunder.

     (b) No successor trustee shall accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 8.06.

     (c) Upon acceptance of appointment by a successor trustee as provided in
this Section 8.08, the successor trustee shall mail notice of such appointment
to the Depositor and the Certificateholders.

     SECTION 8.09 Merger or Consolidation of Trustee.

     Any entity into which the Trustee may be merged or converted or with which
it may be consolidated or any entity resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any entity succeeding to
the corporate trust business of the

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Trustee, shall be the successor of the Trustee hereunder, provided such entity
shall be eligible under the provisions of Section 8.06, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.

     SECTION 8.10 Appointment of Co-Trustee or Separate Trustee.

     (a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within fifteen days after the receipt
by it of a request to do so, or in case an Event of Default in respect of the
Master Servicer shall have occurred and be continuing, the Trustee alone shall
have the power to make such appointment. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 8.06 hereunder and no notice to Holders of Certificates of
the appointment of co-trustee(s) or separate trustee(s) shall be required under
Section 8.08 hereof.

     (b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer or the Special Servicer hereunder), the
Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the holding
of title to the Trust Fund or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee at the
direction of the Trustee.

     (c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.

     (d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of

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its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

     (e) The appointment of a co-trustee or separate trustee under this Section
8.10 shall not relieve the Trustee of its duties and responsibilities hereunder.

     SECTION 8.11 Appointment of Custodians.

     (a) The Trustee may, with the consent of the Master Servicer and the
Majority Certificateholder of the Controlling Class, appoint one or more
Custodians to hold all or a portion of the Mortgage Files as agent for the
Trustee. Each Custodian shall be a depository institution subject to supervision
by federal or state authority, shall itself (or together with an affiliate
guaranteeing its financial performance) have a combined capital and surplus of
at least $15,000,000, shall be qualified to do business in the jurisdiction in
which it holds any Mortgage File, shall maintain and keep in full force and
effect throughout the term of this Agreement a fidelity bond and an errors and
omissions insurance policy covering its officers and employees and other persons
acting on its behalf in connection with its activities under this Agreement in
the amount of coverage customary for custodians acting in such capacity, and
shall not be the Depositor, a Mortgage Loan Seller or any Affiliate of the
Depositor or a Mortgage Loan Seller. Each Custodian shall be subject to the same
obligations and standard of care as would be imposed on the Trustee hereunder in
connection with the retention of Mortgage Files directly by the Trustee. The
appointment of one or more Custodians shall not relieve the Trustee from any of
its obligations hereunder, and the Trustee shall remain responsible for all acts
and omissions of any Custodian.

     (b) Any Custodian appointed by the Trustee under this Agreement shall not
assign any of its rights or delegate any of its duties under this Agreement to
any other Person without the prior written consent of the Depositor and the
Majority Certificateholder of the Controlling Class (such consent not to be
unreasonably withheld, conditioned or delayed).

     SECTION 8.12 Access to Certain Information.

     (a) On or prior to the date of the first sale of any Non-Registered
Certificate to an Independent third party, the Depositor shall provide to the
Trustee ten copies of any private placement memorandum or other disclosure
document used by the Depositor or its Affiliate in connection with the offer and
sale of the Class of Certificates to which such Non-Registered Certificate
belongs. In addition, if any such private placement memorandum or disclosure
document is revised, amended or supplemented at any time following the delivery
thereof to the Trustee, the Depositor promptly shall inform the Trustee of such
event and shall deliver to the Trustee ten copies of the private placement
memorandum or disclosure document, as revised, amended or supplemented. The
Trustee shall maintain at its offices primarily responsible for administering
the Trust Fund (or at the Primary Servicing Office of the Master Servicer) and
shall, upon reasonable advance notice, make available during normal business
hours for review by any Holder, Certificate Owner or prospective transferee of a
Certificate or interest therein, originals or copies of the following items: (i)
in the case of a Holder, Certificate Owner or prospective transferee of a
Non-Registered Certificate or interest therein, any private placement memorandum
or other disclosure document relating to the Class of Certificates to which such

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Non-Registered Certificate belongs, in the form most recently provided to the
Trustee; and (ii) in all cases, (A) this Agreement and any amendments hereto
entered into pursuant to Section 11.01, (B) all reports required to be delivered
to Certificateholders of the relevant Class pursuant to Section 4.02 since the
Closing Date, (C) all Officer's Certificates delivered to the Trustee since the
Closing Date pursuant to Section 3.13, (D) all accountants' reports delivered to
the Trustee since the Closing Date pursuant to Section 3.14, (E) the most recent
inspection report prepared by the Master Servicer or Special Servicer and
delivered to the Trustee in respect of each Mortgaged Property pursuant to
Section 3.12, (F) as to each Mortgage Loan pursuant to which the related
Mortgagor is required to deliver such items or the Master Servicer or Special
Servicer has otherwise acquired such items, the most recent annual operating
statement and rent roll of the related Mortgaged Property and financial
statements of the related Mortgagor collected by the Master Servicer or the
Special Servicer and delivered to the Trustee pursuant to Section 3.12, (G) any
and all notices and reports delivered to the Trustee with respect to any
Mortgaged Property securing a Defaulted Mortgage Loan as to which the
environmental testing contemplated by Section 3.09(c) revealed that either of
the conditions set forth in clauses (i) and (ii) of the first sentence thereof
was not satisfied (but only for so long as such Mortgaged Property or the
related Mortgage Loan are part of the Trust Fund), (H) the respective Mortgage
Files, including, without limitation, any and all modifications, waivers and
amendments of the terms of a Mortgage Loan entered into by the Master Servicer
or the Special Servicer and delivered to the Trustee pursuant to Section 3.21
(but only for so long as the affected Mortgage Loan is part of the Trust Fund),
(I) copies of any Appraisals required or permitted to be performed pursuant to
the terms of this Agreement and delivered to the Trustee, and (J) any and all
Officer's Certificates and other evidence delivered to or retained by the
Trustee to support the Master Servicer's, Special Servicer's or Trustee's
determination that any Advance was or, if made, would be a Nonrecoverable
Advance. Copies of any and all of the foregoing items will be available from the
Trustee upon written request; however, the Trustee shall be permitted to require
from the requesting Certificateholder payment of a sum sufficient to cover the
reasonable costs and expenses of providing such copies.

     In connection with providing access to or copies of the items described in
the preceding paragraph, the Trustee may require (a) in the case of Certificate
Owners, a written confirmation executed by the requesting Person, in form
reasonably satisfactory to the Trustee, generally to the effect that such Person
is a beneficial holder of Certificates, is requesting the information solely for
use in evaluating such Person's investment in the Certificates and will
otherwise keep such information confidential and (b) in the case of a
prospective purchaser, a written confirmation executed by the requesting Person,
in form reasonably satisfactory to the Trustee, generally to the effect that
such Person is a prospective purchaser of a Certificate or an interest therein,
is requesting the information solely for use in evaluating a possible investment
in Certificates and will otherwise keep such information confidential. All
Certificateholders, by the acceptance of their Certificates, shall be deemed to
have agreed to keep such information confidential. Notwithstanding the foregoing
provisions of this Section 8.12(a), the Trustee shall have no responsibility for
the accuracy, completeness or sufficiency for any purpose of any information so
made available or furnished by it pursuant to this Section 8.12(a).

     (b) The Trustee shall provide or cause to be provided to the Depositor, the
Master Servicer, and the Special Servicer, and to the Office of Thrift
Supervision, the Federal Deposit Insurance Corporation, and any other federal or
state banking or insurance regulatory

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authority that may exercise authority over any Certificateholder, access to the
Mortgage Files and any other documentation regarding the Mortgage Loans and the
Trust Fund within its control which may be required by this Agreement or by
applicable law. Such access shall be afforded without charge but only upon
reasonable prior written request and during normal business hours at the offices
of the Trustee designated by it.

     SECTION 8.13 Representations and Warranties of the Trustee.

     The Trustee hereby represents and warrants to the Master Servicer, for its
own benefit and the benefit of the Certificateholders, and to the Special
Servicer and the Depositor, as of the Closing Date, that:

         (i) The Trustee is a national banking association duly organized,
validly existing and in good standing under the laws of the United States of
America.

         (ii) The execution and delivery of this Agreement by the Trustee, and
the performance and compliance with the terms of this Agreement by the Trustee,
will not violate the Trustee'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.

         (iii) This Agreement, assuming due authorization, execution and
delivery by the Special Servicer, the Master Servicer and the Depositor,
constitutes a valid, legal and binding obligation of the Trustee, enforceable
against the Trustee in accordance with the terms hereof, subject to applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally, and general principles of equity,
regardless of whether such enforcement is considered in a proceeding in equity
or at law.

         (iv) The Trustee is not in default with respect to any order or decree
of any court, or any order, regulation or demand of any federal, state,
municipal or governmental agency having jurisdiction, which default, in the
Trustee's good faith and reasonable judgment, is likely to affect materially and
adversely the ability of the Trustee to perform its obligations or the financial
condition or operations of the Trustee or its properties.

         (v) No litigation is pending or, to the best of the Trustee's
knowledge, threatened against the Trustee which would prohibit the Trustee from
entering into this Agreement or, in the Trustee's good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the
Trustee to perform its obligations under this Agreement.

         (vi) 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 Trustee with this Agreement, or the consummation by the
Trustee of any transaction contemplated hereby, other than (1) such consents,
approvals, authorization, 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 performance by the Trustee under this Agreement.

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     SECTION 8.14 Filings with the Securities and Exchange Commission.

     (a) Each of the Trustee, the Master Servicer and the Special Servicer shall
reasonably cooperate with the Depositor in connection with the Trust Fund's
satisfying the reporting requirements under the Exchange Act. Based on
information furnished to it by the Master Servicer and the Depositor (in an 80
column unformatted electronic format acceptable to the Trustee), the Trustee
will prepare on behalf of the Trust Fund, Forms 8-K and 10-K customary for
similar securities and any other such periodic reports required to be filed
under the provisions of the Exchange Act, and the Rules and Regulations of the
Commission thereunder and file (via the Commission's Electronic Data Gathering
and Retrieval System) such forms on behalf of the Depositor, provided that the
Trustee shall not be required to file a Form 10-K for the year 2002 unless
otherwise directed to do so by the Depositor. Each Form 8-K shall be filed by
the Trustee within 15 days after each Distribution Date, including a copy of the
Distribution Date Statement for such Distribution Date as an exhibit thereto.
Prior to March 30th of each year (or such earlier date as may be required by the
Exchange Act and the Rules and Regulations of the Commission), other than the
year 2003 (unless otherwise directed to do so by the Depositor), the Trustee
shall file a Form 10-K, in substance as required by applicable law or applicable
Commission staff's interpretations. Any Form 10-K filed with the Commission in
connection with this Section 8.14 shall include a certification, signed by the
senior officer of the Depositor, in the form attached as Exhibit S-1 hereto or
such other form as may be required or permitted by the Commission (the "Form
10-K Certification"), in compliance with Rules 13a-14 and 15d-14 under the
Exchange Act and any additional directives of the Commission. The Form 10-K
Certification shall be delivered to the Trustee for filing by March 20th of each
year (or if not a Business Day, the immediately preceding Business Day). In
connection with the Form 10-K Certification, the Trustee shall provide the
Depositor with a back-up certification substantially in the form attached hereto
as Exhibit S-2, and each of the Master Servicer and the Special Servicer shall
provide the Depositor with a back-up certification substantially in the form
attached hereto as Exhibit S-3. Each such certification shall be delivered to
the Depositor by March 15th of each year (or if not a Business Day, the
immediately preceding Business Day). Such Form 10-K shall include as exhibits
the Master Servicer's and the Special Servicer's annual statement of compliance
described under Section 3.13 and the accountant's report described under Section
3.14, in each case to the extent they have been timely delivered to the Trustee.
If they are not so timely delivered, the Trustee shall file an amended Form 10-K
including such documents as exhibits reasonably promptly after they are
delivered to the Trustee. The Trustee shall have no liability with respect to
any failure to properly prepare or file such periodic reports resulting from or
relating to the Trustee's inability or failure to obtain any information not
resulting from its own negligence, willful misconduct or bad faith. Prior to
January 30th of the first year in which the Trustee is able to do so under
applicable law, the Trustee shall, in accordance with the Exchange Act and the
Rules and Regulations of the Commission, timely file a Form 15 Suspension
Notification with respect to the Trust Fund.

     (b) Each of the Trustee, the Master Servicer and the Special Servicer shall
severally and not jointly indemnify and hold harmless the Depositor and its
officers, directors, employees, agents and Affiliates from and against any and
all loss, liability or expense (including, without limitation, costs and
expenses of litigation, and of investigation, counesl fees, damages, judgments
and amounts paid in settlement) arising out of, or incurred in connection with,
any breach of any obligations of the Trustee, the Master Servicer or the Special
Servicer, as

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applicable, under this Section 8.14 or the negligence, bad faith or willful
misconduct of the Trustee, the Master Servicer or the Special Servicer, as the
case may be, in connection therewith. If the indemnification provided for herein
is unavailable or insufficient to hold harmless the Depositor, then (i) the
Trustee agrees that it shall contribute to the amount paid or payable to the
Depositor as a result of the losses, claims, damages or liabilities of the
Depositor in such proportion as is appropriate to reflect the relative fault of
the Depositor on the one hand and the Trustee on the other in connection with a
breach of the Trustee's obligations under this Section 8.14 or the Trustee's
negligence, bad faith or willful misconduct in connection therewith, (ii) the
Master Servicer agrees that it shall contribute to the amount paid or payable by
the Depositor as a result of the losses, claims, damages or liabilities of the
Depositor in such proportion as is appropriate to reflect the relative fault of
the Depositor on the one hand and the Master Servicer on the other in connection
with a breach of the Master Servicer's obligations under this Section 8.14 or
the Master Servicer's negligence, bad faith or willful misconduct in connection
therewith and (iii) the Special Servicer agrees that it shall contribute to the
amount paid or payable by the Depositor as a result of the losses, claims,
damages or liabilities of the Depositor in such proportion as is appropriate to
reflect the relative fault of the Depositor on the one hand and the Special
Servicer on the other in connection with a breach of the Special Servicer's
obligations under this Section 8.14 or the Special Servicer's negligence, bad
faith or willful misconduct in connection therewith.

     (c) Upon any filing with the Commission, the Trustee shall promptly deliver
to the Depositor, Master Servicer and Special Servicer a copy of any such
executed report, statement or information.

     (d) This Section 8.14 may be amended in accordance with this Agreement
without the consent of the Certificateholders.

                                   ARTICLE IX

                                   TERMINATION

     SECTION 9.01 Termination Upon Repurchase or Liquidation of All Mortgage
Loans.

     (a) Subject to Section 9.02, the Trust Fund and the respective obligations
and responsibilities under this Agreement of the Depositor, the Master Servicer,
the Special Servicer and the Trustee (other than the obligations of the Trustee
to provide for and make payments to Certificateholders as set forth herein)
shall terminate upon payment (or provision for payment) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required hereunder to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase by the Master Servicer, the Majority
Certificateholder of the Controlling Class or the Depositor pursuant to
subsection (b), of all Mortgage Loans and each REO Property remaining in REMIC I
at a price (to be determined as of the end of the Collection Period for the
anticipated Final Distribution Date) equal to (A) the aggregate Purchase Price
of all the Mortgage Loans included in REMIC I, plus (B) the fair market value,
as determined by the Special Servicer, of each REO Property, if any, included in
REMIC I, minus (C) solely in the case where the Master Servicer is effecting
such purchase, the aggregate amount of unreimbursed Advances, together with any

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Advance Interest accrued and payable to the Master Servicer in respect of such
Advances and any unpaid Servicing Fees, remaining outstanding (which items shall
be deemed to have been paid or reimbursed to the Master Servicer in connection
with such purchase); provided, however, that any such purchase with respect to
the Additional Servicing Fee Mortgage Loans shall be subject to the rights of
the applicable Designated Sub-Servicer to continue to sub-service such
Additional Servicing Fee Mortgage Loans and the rights of Archon, GSMC, the
applicable Designated Sub-Servicer and the Master Servicer, as applicable, to
receive or retain their applicable portion, if any, of the Additional Servicing
Fee pursuant to the applicable Designated Sub-Servicer Agreement, (ii) the
exchange by the Remaining Certificateholder pursuant to subsection (f), and
(iii) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan or REO Property remaining in REMIC I;
provided, however, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James, living on the date hereof.

     (b) The Master Servicer, the Majority Certificateholder of the Controlling
Class or the Depositor each may, at its option, elect to purchase all of the
Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated
by clause (i) of the preceding paragraph by giving written notice to the other
parties hereto no later than 60 days prior to the anticipated date of purchase;
provided, however, that the Master Servicer, the Majority Certificateholder of
the Controlling Class or the Depositor may so elect to purchase all of the
Mortgage Loans and each REO Property remaining in REMIC I only if the aggregate
Stated Principal Balance of the Mortgage Loans and any REO Loans remaining in
the Trust Fund at the time of such election is less than 1% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans set forth in the
Preliminary Statement. Such option shall be exercisable by each such Person in
the priority in which such Person is listed in the immediately foregoing
sentence. In the event that the Master Servicer, the Majority Certificateholder
of the Controlling Class or the Depositor purchases all of the Mortgage Loans
and each REO Property remaining in REMIC I in accordance with the preceding
sentence, the Master Servicer, the Majority Certificateholder of the Controlling
Class or the Depositor, as applicable, shall deposit in the Distribution Account
not later than the Master Servicer Remittance Date relating to the Final
Distribution Date an amount in immediately available funds equal to the
above-described purchase price (exclusive of any portion thereof that would be
payable to any Person other than the Certificateholders pursuant to Section
3.05(a) if on deposit in the Certificate Account, which portion shall be
deposited in the Certificate Account). In addition, the Master Servicer shall
(i) transfer to the Distribution Account all amounts required to be transferred
thereto on such Master Servicer Remittance Date from the Certificate Account
pursuant to the second paragraph of Section 3.04(b), together with any other
amounts on deposit in the Certificate Account that would otherwise be held for
future distribution. Upon confirmation that such final transfers have been made,
the Trustee shall release or cause to be released to the Master Servicer, the
Majority Certificateholder of the Controlling Class or the Depositor, as
applicable, the Mortgage Files for the remaining Mortgage Loans and any Reserve
Funds and Escrow Payments in any Reserve Accounts or Servicing Account, as
applicable, and shall execute all assignments, endorsements and other
instruments furnished to it by the Master Servicer, the Majority
Certificateholder of the Controlling Class or the Depositor, as applicable, as
shall be necessary to effectuate transfer of the Mortgage Loans and REO
Properties remaining in REMIC I. All Servicing Files for the remaining Mortgage
Loans and REO Properties shall be delivered to the purchasing entity.

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     (c) Notice of any termination shall be given promptly by the Trustee by
letter to Certificateholders and, if not previously notified pursuant to the
preceding paragraph, to the other parties hereto mailed (a) in the event such
notice is given in connection with the Master Servicer's, the Majority
Certificateholder of the Controlling Class's or the Depositor's purchase of all
of the Mortgage Loans and each REO Property remaining in REMIC I, not earlier
than the 15th day and not later than the 25th day of the month next preceding
the month of the final distribution on the Certificates or (b) otherwise during
the month of such final distribution on or before the Determination Date in such
month, in each case specifying (i) the Distribution Date upon which the Trust
Fund will terminate and final payment of the Certificates will be made, (ii) the
amount of any such final payment and (iii) that the Record Date otherwise
applicable to such Distribution Date is not applicable, payments being made only
upon presentation and surrender of the Certificates at the offices of the
Certificate Registrar or such other location therein designated.

     (d) Upon presentation and surrender of the Certificates by the
Certificateholders on the Final Distribution Date, the Trustee shall distribute
to each Certificateholder so presenting and surrendering its Certificates such
Certificateholder's Percentage Interest of that portion of the amounts then on
deposit in the Distribution Account that are allocable to payments on the Class
to which the Certificates so presented and surrendered belong. Amounts on
deposit in the Distribution Account as of the Final Distribution Date (exclusive
of any portion of such amounts payable or reimbursable to any Person pursuant to
clauses (ii)-(viii) of Section 3.05(b)) shall be allocated for the purposes, in
the amounts and in accordance with the priority set forth in Section 4.01. Any
funds in the Distribution Account not distributed on such Distribution Date
shall be set aside and held uninvested in trust for the benefit of
Certificateholders not presenting and surrendering their Certificates in the
aforesaid manner, and shall be disposed of in accordance with the last paragraph
of Section 4.01(g).

     (e) For purposes of this Section 9.01, the Remaining Certificateholder
shall have the first option to terminate the Trust Fund, pursuant to subsection
(f), and then the Master Servicer, and then the Depositor, in each of the last
two cases, pursuant to subsection (b).

     (f) Following the date on which the aggregate Certificate Balance of the
Class A, Class B, Class C, Class D, Class E, Class F, Class G and Class H
Certificates is reduced to zero, the Remaining Certificateholder shall have the
right to exchange all of its Certificates, including the Class X Certificates,
(other than the Residual Certificates) for all of the Mortgage Loans and each
REO Property remaining in the Trust Fund as contemplated by clause (ii) of
Section 9.01(a) by giving written notice to all the parties hereto no later than
60 days prior to the anticipated date of exchange. In the event that the
Remaining Certificateholder elects to exchange all of its Certificates,
including the Class X Certificates, (other than the Residual Certificates) for
all of the Mortgage Loans and each REO Property remaining in the Trust Fund in
accordance with the preceding sentence, such Remaining Certificateholder, not
later than the Final Distribution Date, shall deposit in the Certificate Account
an amount in immediately available funds equal to all amounts due and owing to
the Depositor, the Master Servicer, the Special Servicer and the Trustee
hereunder through the date of the liquidation of the Trust Fund that may be
withdrawn from the Certificate Account, but only to the extent that such amounts
are not already on deposit in the Certificate Account. Upon confirmation that
such final deposits have been made and following the surrender of all remaining
Certificates by the Remaining

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Certificateholder on the Final Distribution Date, the Trustee shall, upon
receipt of a Request for Release from the Master Servicer, release or cause to
be released to the Remaining Certificateholder or any designee thereof, the
Mortgage Files for the remaining Mortgage Loans and shall execute all
assignments, endorsements and other instruments furnished to it by the Remaining
Certificateholder as shall be necessary to effectuate transfer of the Mortgage
Loans and REO Properties remaining in the Trust Fund, and the Trust Fund shall
be liquidated in accordance with Section 9.02. Thereafter, the Trust Fund and
the respective obligations and responsibilities under this Agreement of the
Depositor, the Master Servicer, the Special Servicer, the Trustee (other than
annual tax returns and maintenance of books and records and the preparation and
filing of final tax returns) shall terminate. Such transfers shall be subject to
any rights of any Sub-Servicers to service (or to perform select servicing
functions with respect to) the Mortgage Loans. For federal income tax purposes,
the Remaining Certificateholder shall be deemed to have purchased the assets of
REMIC I for an amount equal to the remaining Certificate Balance of its
remaining Certificates (other than the Residual Certificates), plus accrued and
unpaid interest with respect thereto, and the Trustee shall credit such amounts
against amounts distributed in respect of such Certificates. The remaining
Mortgage Loans and REO Properties are deemed distributed to the Remaining
Certificateholder in liquidation of the Trust Fund pursuant to Section 9.02.

     SECTION 9.02 Additional Termination Requirements.

     (a) In the event the Master Servicer, the Majority Certificateholder of the
Controlling Class, or the Depositor purchases all of the Mortgage Loans and each
REO Property remaining in REMIC I, or the Remaining Certificateholder exchanges
all of its Certificates, as provided in Section 9.01, the Trust Fund (and,
accordingly, REMIC I, REMIC II and REMIC III) shall be terminated in accordance
with the following additional requirements, unless the Master Servicer, the
Majority Certificateholder of the Controlling Class or the Depositor, or the
Remaining Certificateholder, as the case may be, obtains at its own expense and
delivers to the Trustee an Opinion of Counsel, addressed to the Depositor, the
Master Servicer and the Trustee, to the effect that the failure of the Trust
Fund to comply with the requirements of this Section 9.02 will not (subject to
Section 10.01(f)) result in the imposition of taxes on "prohibited transactions"
of REMIC I, REMIC II or REMIC III as defined in Section 860F of the Code or
cause REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time
that any Certificates are outstanding:

         (i) the Trustee shall specify the first day in the 90-day liquidation
period in a statement attached to the final Tax Return for each of REMIC I,
REMIC II and REMIC III pursuant to Treasury regulation Section 1.860F-1 and
shall satisfy all requirements of a qualified liquidation under Section 860F of
the Code and any regulations thereunder;

         (ii) during such 90-day liquidation period and at or prior to the time
of making of the final payment on the Certificates, the Trustee shall sell all
of the assets of REMIC I to the Master Servicer, the Majority Certificateholder
of the Controlling Class or the Depositor, as applicable, for cash; and

         (iii) immediately following the making of the final payment on the
Certificates, the Trustee shall distribute or credit, or cause to be distributed
or credited, to the

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Holders of the related Class of Residual Certificates all cash on hand in the
related REMIC (other than cash retained to meet claims), and REMIC I, REMIC II
and REMIC III shall terminate at that time.

     (b) By their acceptance of Certificates, the Holders thereof hereby agree
to authorize the Trustee to adopt a plan of complete liquidation of REMIC I,
REMIC II and REMIC III, which authorization shall be binding upon all successor
Certificateholders.

                                    ARTICLE X

                           ADDITIONAL REMIC PROVISIONS

     SECTION 10.01 REMIC Administration.

     (a) The Trustee shall make an election to treat each of REMIC I, REMIC II
and REMIC III as a REMIC under the Code and, if necessary, under applicable
state law. Such election will be made on Form 1066 or other appropriate federal
tax or information return (including Form 8811) or any appropriate state return
for the taxable year ending on the last day of the calendar year in which the
Certificates are issued. The REMIC I Regular Interests are hereby designated as
the "regular interests" (within the meaning of Section 860G(a)(1) of the Code),
and the Class R-I Certificates are hereby designated as the sole class of
"residual interests" (within the meaning of Section 860G(a)(2) of the Code), in
REMIC I. The REMIC II Regular Interests are hereby designated as the "regular
interests" (within the meaning of Section 860G(a)(1) of the Code), and the Class
R-II Certificates are hereby designated as the sole class of "residual
interests" (within the meaning of Section 860G(a)(2) of the Code), in REMIC II.
The REMIC III Regular Certificates are hereby designated as the "regular
interests" (within the meaning of Section 860G(a)(1) of the Code) and the Class
R-III Certificates will be the sole class of "residual interests" (within the
meaning of Section 860G(a)(2) of the Code), in REMIC III. The Master Servicer,
the Special Servicer and the Trustee shall not (to the extent within the control
of each) permit the creation of any "interests" (within the meaning of Section
860G of the Code) in REMIC I, REMIC II or REMIC III other than the Certificates.

     (b) The Closing Date is hereby designated as the "startup day" of each of
REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the
Code.

     (c) The Trustee, as agent for the tax matters person of each of REMIC I,
REMIC II and REMIC III, shall (i) act on behalf of the REMIC in relation to any
tax matter or controversy involving the Trust Fund and (ii) represent the Trust
Fund in any administrative or judicial proceeding relating to an examination or
audit by any governmental taxing authority with respect thereto. The legal
expenses, including without limitation attorneys' or accountants' fees, and
costs of any such proceeding and any liability resulting therefrom shall be
expenses of the Trust Fund and the Trustee shall be entitled to reimbursement
therefor out of amounts attributable to the Mortgage Loans and any REO
Properties on deposit in the Certificate Account as provided by Section 3.05(a)
unless such legal expenses and costs are incurred by reason of the Trustee's
willful misfeasance, bad faith or negligence or otherwise payable by the Trustee
pursuant to Section 10.01(g)(i). In the case of each of REMIC I, REMIC II and
REMIC III, the Holder of Residual Certificates representing the largest
Percentage Interest in the related Class

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thereof shall be designated, in the manner provided under Treasury Regulations
Section 1.860F-4(d) and temporary Treasury Regulations Section 301.6231(a)(7)-1,
as the tax matters person of such REMIC. By its acceptance thereof, the Holder
of Residual Certificates representing the largest Percentage Interest in each
Class thereof hereby agrees to irrevocably appoint the Trustee as its agent to
perform all of the duties of the tax matters person for the related REMIC
created hereunder.

     (d) The Trustee shall prepare or cause to be prepared, sign and file, in a
timely manner, all of the Tax Returns that it determines are required with
respect to the Grantor Trust and each REMIC created hereunder. The expenses of
preparing such returns shall be borne by the Trustee without any right of
reimbursement therefor.

     (e) The Trustee shall provide (i) to any Transferor of a Residual
Certificate such information as is necessary for the application of any tax
relating to the transfer of such Residual Certificate to any Person who is not a
Permitted Transferee as provided in Section 5.02(d)(iii), (ii) to the
Certificateholders such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption) and
(iii) to the Internal Revenue Service the name, title, address and telephone
number of the person who will serve as the representative of each of REMIC I,
REMIC II and REMIC III.

     (f) The Trustee shall take such actions and shall cause each REMIC created
hereunder to take such actions as are reasonably within the Trustee's control
and the scope of its duties more specifically set forth herein as shall be
necessary to maintain the status thereof as a REMIC under the REMIC Provisions.
The Trustee shall not knowingly or intentionally take any action, cause REMIC I,
REMIC II or REMIC III to take any action or fail to take (or fail to cause to be
taken) any action reasonably within its control and the scope of duties more
specifically set forth herein, that, under the REMIC Provisions, if taken or not
taken, as the case may be, could (i) adversely affect the status of REMIC I,
REMIC II or REMIC III as a REMIC or (ii) result (subject to the following
sentence) in the imposition of a tax upon REMIC I, REMIC II or REMIC III
(including but not limited to the tax on prohibited transactions as defined in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth
in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event")
unless the Trustee receives an Opinion of Counsel (at the expense of the party
seeking to take such action or, if such party fails to pay such expense, and the
Trustee determines that taking such action is in the best interest of REMIC I,
REMIC II or REMIC III and the Certificateholders, at the expense of the Trust
Fund, but in no event at the expense of the Trustee) to the effect that the
contemplated action will not, with respect to any REMIC created hereunder
adversely affect such status or, unless the Master Servicer, the Trustee, or the
Special Servicer, as applicable (or other Person acceptable to the Trustee),
determines that the monetary exposure to REMIC I, REMIC II and REMIC III is not
material and in its sole discretion agrees to indemnify, to the extent
reasonably acceptable to the Trustee, the Trust Fund against the imposition of
such tax. Wherever in this Agreement a contemplated action may not be taken
because the timing of such action might result in the imposition of a tax on the
Trust Fund, or may only be taken pursuant to an Opinion of Counsel that such
action would not impose a tax on the Trust Fund, such action may nonetheless be
taken provided that the indemnity given in the preceding sentence with respect
to any taxes that might be imposed on the Trust Fund has been given and that all
other preconditions to the taking of

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such action have been satisfied. The Trustee shall not take or fail to take any
action (whether or not authorized hereunder) as to which the Master Servicer has
advised it in writing that it has received an Opinion of Counsel to the effect
that an Adverse REMIC Event could occur with respect to such action. In
addition, prior to taking any action with respect to the Trust Fund or its
assets, or causing the Trust Fund to take any action, which is not expressly
permitted under the terms of this Agreement, each of the parties hereto will
consult with the Trustee or its designee, in writing, with respect to whether
such action could cause an Adverse REMIC Event to occur with respect to REMIC I,
REMIC II or REMIC III, and such party shall not take any such action, or cause
REMIC I, REMIC II or REMIC III to take any such action, as to which the Trustee
has advised it in writing that an Adverse REMIC Event could occur. The Trustee
may consult with counsel to make such written advice, and the cost of same shall
be borne by the party seeking to take the action not expressly permitted by this
Agreement. At all times as may be required by the Code, the Trustee will to the
extent within its control and the scope of its duties as specifically set forth
herein, maintain substantially all of the assets of REMIC I as "qualified
mortgages" as defined in Section 860G(a)(3) of the Code and "permitted
investments" as defined in Section 860G(a)(5) of the Code.

     (g) In the event that any tax is imposed on "prohibited transactions" of
REMIC I, REMIC II or REMIC III as defined in Section 860F(a)(2) of the Code, on
"net income from foreclosure property" of REMIC I, REMIC II or REMIC III as
defined in Section 860G(c) of the Code, or on any contributions to REMIC I,
REMIC II or REMIC III after the Startup Day therefor pursuant to Section 860G(d)
of the Code, or any other tax is imposed by the Code or any applicable
provisions of state or local laws, such tax shall be charged (i) to the Trustee,
if such tax arises out of or results from a breach by the Trustee of any of its
obligations under this Agreement, (ii) to any other party hereto, if such tax
arises out of or results from a breach by such party of any of its obligations
under this Agreement, or (iii) otherwise (including, without limitation, in the
case of any tax permitted to be incurred pursuant to Section 3.17(a)) against
amounts on deposit in the Distribution Account as provided by Section 3.05(b).

     (h) The Trustee shall, for federal income tax purposes, maintain books and
records with respect to each of REMIC I, REMIC II and REMIC III on a calendar
year and on an accrual basis or as otherwise may be required by the REMIC
Provisions.

     (i) Except as specifically provided in this Agreement, following the
Startup Day, the Trustee shall not accept any contributions of assets to the
Trust Fund unless the Trustee shall have received an Opinion of Counsel (at the
expense of the party seeking to make such contribution) to the effect that the
inclusion of such assets in the Trust Fund will not cause REMIC I, REMIC II or
REMIC III to fail to qualify as a REMIC at any time that any Certificates are
outstanding or subject such REMIC to any tax under the REMIC Provisions or other
applicable provisions of federal, state and local law or ordinances.

     (j) None of the Master Servicer, the Special Servicer or the Trustee shall
enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive
a fee or other compensation for services nor (to the extent within its control)
permit REMIC I, REMIC II or REMIC III to receive any income from assets other
than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or
"permitted investments" as defined in Section 860G(a)(5) of the Code.

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     (k) Within 30 days after the Closing Date, the Trustee shall prepare and
file with the Internal Revenue Service Form 8811, "Information Return for Real
Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt
Obligations" for each of REMIC I, REMIC II and REMIC III.

     (l) None of the Trustee, the Master Servicer, or the Special Servicer shall
sell, dispose of or substitute for any of the Mortgage Loans (except in
connection with (i) the default, imminent default or foreclosure of a Mortgage
Loan, including but not limited to, the acquisition or sale of a Mortgaged
Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of REMIC
I, REMIC II or REMIC III, (iii) the termination of the Trust Fund pursuant to
Article IX of this Agreement or (iv) a purchase of Mortgage Loans pursuant to or
as contemplated by Section 2.03 or 3.18 of this Agreement) or acquire any assets
for the Trust Fund or sell or dispose of any investments in the Certificate
Account, the Distribution Account, or the REO Account for gain, or accept any
contributions to the Trust Fund after the Closing Date, unless it has received
an Opinion of Counsel that such sale, disposition, substitution or acquisition
will not (a) affect adversely the status of REMIC I, REMIC II or REMIC III as a
REMIC or, (b) subject to Section 10.01(f), cause REMIC I, REMIC II or REMIC III
to be subject to a tax on "prohibited transactions" or "contributions" pursuant
to the REMIC Provisions.

     (m) The Trustee hereby agrees to administer the Cardinal-Blossom Corners II
REMIC and the Mesa Grande REMIC in accordance with the terms of its underlying
REMIC Declaration, without any right to additional compensation under this
Agreement. Unless otherwise provided in, or in conflict with the intent of, the
applicable underlying REMIC Declaration, the Trustee shall administer the
Cardinal-Blossom Corners II REMIC and the Mesa Grande REMIC in accordance with
the provisions of Sections 3.16(a), 3.17, 3.19, 3.21 and this Section 10.01. The
Trustee is permitted to be reimbursed for any expenses attributable to its
administration of such REMIC to the same extent that the Trustee is permitted to
be reimbursed in this Section 10.01 for any expenses attributable to its
administration of REMIC I, REMIC II or REMIC III. Such reimbursement amounts
shall be deemed to be a reduction of either interest or principal, as the case
may be, that was paid and received with respect to the Cardinal-Blossom Corners
II REMIC and the Mesa Grande REMIC.

     SECTION 10.02 Depositor, Master Servicer, Special Servicer, Trustee to
Cooperate.

     (a) The Depositor shall provide or cause to be provided to the Trustee,
within ten days after the Closing Date, all information or data that the Trustee
reasonably determines to be relevant for tax purposes as to the valuations and
issue prices of the Certificates, including, without limitation, the price,
yield, prepayment assumption and projected cash flow of the Certificates.

     (b) The Master Servicer, the Special Servicer and the Depositor shall each
furnish such reports, certifications and information, and access to such books
and records maintained thereby, as may relate to the Certificates or the Trust
Fund and as shall be reasonably requested by the Trustee in order to enable it
to perform its duties hereunder.

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     SECTION 10.03 Grantor Trust Administration.

     (a) The Trustee shall treat the Grantor Trust, for tax return preparation
purposes, as a grantor trust under the Code and, if necessary, under applicable
state law and will file appropriate federal or state Tax Returns for each
taxable year ending on or after the last day of the calendar year in which the
Certificates are issued.

     (b) The Trustee shall pay out of its own funds any and all routine tax
administration expenses of the Trust Fund incurred with respect to the Grantor
Trust (but not including any professional fees or expenses related to audits or
any administrative or judicial proceedings with respect to the Trust Fund that
involve the Internal Revenue Service or state tax authorities which
extraordinary expenses shall be payable or reimbursable to the Trustee from the
Trust Fund unless otherwise provided in Section 10.01(e) or 10.01(f)).

     (c) The Trustee shall prepare, sign and file when due all of the Tax
Returns in respect of the Grantor Trust. The expenses of preparing and filing
such returns shall be borne by the Trustee without any right of reimbursement
therefor. The other parties hereto shall provide on a timely basis to the
Trustee or its designee such information with respect to the Grantor Trust as is
in its possession and reasonably requested by the Trustee to enable it to
perform its obligations under this Section 10.03. Without limiting the
generality of the foregoing, the Depositor, within ten days following the
Trustee's request therefor, shall provide in writing to the Trustee such
information as is reasonably requested by the Trustee for tax purposes, and the
Trustee's duty to perform its reporting and other tax compliance obligations
under this Section 10.03 shall be subject to the condition that it receives from
the Depositor such information possessed by the Depositor that is necessary to
permit the Trustee to perform such obligations.

     (d) The Trustee shall perform on behalf of the Grantor Trust all reporting
and other tax compliance duties that are required in respect thereof under the
Code, the Grantor Trust Provisions or other compliance guidance issued by the
Internal Revenue Service or any state or local taxing authority.

     (e) The Trustee shall perform its duties hereunder so as to maintain the
status of the Grantor Trust as a grantor trust under the Grantor Trust
Provisions (and the Master Servicer and the Special Servicer shall assist the
Trustee to the extent reasonably requested by the Trustee and to the extent of
information within the Trustee's, the Master Servicer's or the Special
Servicer's possession or control). None of the Trustee, Master Servicer, the
Special Servicer shall knowingly take (or cause the Grantor Trust to take) any
action or fail to take (or fail to cause to be taken) any action that, under the
Grantor Trust Provisions, if taken or not taken, as the case may be, could
adversely affect the status of the Grantor Trust as a grantor trust under the
Grantor Trust Provisions (any such adverse effect on grantor trust status, an
"Adverse Grantor Trust Event"), unless the Trustee has obtained or received an
Opinion of Counsel (at the expense of the party requesting such action or at the
expense of the Trust Fund if the Trustee seeks to take such action or to refrain
from taking any action for the benefit of the Certificateholders) to the effect
that the contemplated action will not result in an Adverse Grantor Trust Event.
None of the other parties hereto shall take any action or fail to take any
action (whether or not authorized hereunder) as to which the Trustee has advised
it in writing that the Trustee has received or obtained an Opinion of Counsel to
the effect that an Adverse

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Grantor Trust Event could result from such action or failure to act. In
addition, prior to taking any action with respect to the Grantor Trust, or
causing the Trust Fund to take any action, that is not expressly permitted under
the terms of this Agreement, the Master Servicer and the Special Servicer shall
consult with the Trustee or its designee, in writing, with respect to whether
such action could cause an Adverse Grantor Trust Event to occur. Neither the
Master Servicer nor the Special Servicer shall have any liability hereunder for
any action taken by it in accordance with the written instructions of the
Trustee. The Trustee may consult with counsel to make such written advice, and
the cost of same shall be borne by the party seeking to take the action not
permitted by this Agreement, but in no event at the cost or expense of the Trust
Fund or the Trustee. Notwithstanding any provision of this Agreement to the
contrary, the Grantor Trust Assets shall not be subject to any expenses, costs
or other charges that are attributable to the assets or activities of REMIC I,
REMIC II or REMIC III.

     (f) If any tax is imposed on the Grantor Trust, such tax, together with all
incidental costs and expenses (including, without limitation, penalties and
reasonable attorneys' fees) shall be charged to and paid by: (i) the Special
Servicer, if such tax arises out of or results from a breach by the Special
Servicer of any of its obligations under Article III or this Section 10.03; (ii)
the Master Servicer, if such tax arises out of or results from a breach by the
Master Servicer of any of its obligations under Article III or this Section
10.03; (iii) the Trustee, if such tax arises out of or results from a breach by
the Trustee of any of its obligations under Article IV, Article VIII or this
Section 10.03; or (iv) the portion of the Trust Fund constituting the Grantor
Trust in all other instances.

     (g) The Trustee shall, for federal income tax purposes, maintain books and
records with respect to the Grantor Trust on a calendar year and on an accrual
basis.

     (h) The Trustee shall respond to reasonable written requests for
information in relation to income tax reporting by Certificateholders.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

     SECTION 11.01 Amendment.

     (a) This Agreement may be amended from time to time by the parties hereto,
without the consent of any of the Certificateholders:

         (i) to cure any ambiguity,

         (ii) to correct, modify or supplement any provisions herein which may
be inconsistent with any other provisions herein or to correct any error,

         (iii) to modify, eliminate or add to any of its provisions to such
extent as shall be necessary or desirable to maintain the qualification of REMIC
I, REMIC II or REMIC III as a REMIC at all times that any Certificate is
outstanding or to avoid or minimize the risk of the imposition of any tax on
REMIC I, REMIC II or REMIC III pursuant to the Code that would be a claim
against the Trust Fund, provided that the Trustee has received an Opinion of
Counsel

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to the effect that (A) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax
and (B) such action will not adversely affect in any material respect the
interests of any Certificateholder,

         (iv) to change the timing and/or nature of deposits into the
Certificate Account or the Distribution Account or to change the name in which
the Certificate Account is maintained, provided that (A) the Delinquency Advance
Date or the Master Servicer Remittance Date shall in no event be later than the
related Distribution Date, (B) such change shall not, as evidenced by an Opinion
of Counsel, adversely affect in any material respect the interests of any
Certificateholder and (C) such change shall not result in the downgrade,
qualification or withdrawal of the then-current rating assigned to any Class of
Certificates, as evidenced by a letter from each Rating Agency to such effect,

         (v) to modify, eliminate or add to the provisions of Section 5.02(d) or
any other provision hereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not, as evidenced by an Opinion of Counsel, cause either the Trust Fund or
any of the Certificateholders (other than the transferor) to be subject to a
federal tax caused by a transfer to a Person that is not a United States Person
and a Permitted Transferee,

         (vi) to modify, eliminate or add any provision to this Agreement to
provide for a book-entry registration system for the Certificates,

         (vii) to make any other provisions with respect to matters or questions
arising under this Agreement which shall not be materially inconsistent with the
provisions of this Agreement or to modify, eliminate or add any provision to
this Agreement to facilitate the servicing and administration of the Mesa Grande
Loan A2, provided that any such amendment shall not, as evidenced by an Opinion
of Counsel, adversely affect in any material respect the interests of any
Certificateholder, or

         (viii) to modify, eliminate or add to the provisions of Section 8.14 as
necessary from time to time to comply with the Exchange Act, the rules and
regulations of the Commission, the Sarbanes-Oxley Act of 2002 or any other
applicable law, rule or regulation.

     (b) This Agreement may also be amended from time to time by the parties
hereto with the consent of the Holders of Certificates evidencing in the
aggregate not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:

         (i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without the
consent of the Holder of such Certificate,

         (ii) reduce the aforesaid percentage of Certificates of any Class the
Holders of which are required to consent to any such amendment, in any such case
without the consent of the Holders of all Certificates of such Class then
outstanding, or

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         (iii) modify the definition of "Servicing Standard" without the consent
of the Holders of all Certificates then outstanding.

     (c) Notwithstanding the foregoing, the Trustee will not be entitled to
consent to any amendment hereto without having first received an Opinion of
Counsel to the effect that (i) such amendment is permitted pursuant to the terms
of this Agreement and (ii) such amendment or the exercise of any power granted
to the Master Servicer, the Special Servicer, the Depositor, the Trustee or any
other specified person in accordance with such amendment will not result in the
imposition of a tax on REMIC I, REMIC II or REMIC III pursuant to the REMIC
Provisions or cause REMIC I, REMIC II or REMIC III to fail to qualify as a
REMIC.

     (d) Promptly after the execution of any such amendment, the Trustee shall
furnish a statement describing the amendment to each Certificateholder.

     (e) It shall not be necessary for the consent of Certificateholders under
this Section 11.01 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.

     (f) The Trustee may but shall not be obligated to enter into any amendment
pursuant to this Section that affects its rights, duties and immunities under
this Agreement or otherwise.

     (g) The cost of any Opinion of Counsel to be delivered pursuant to Section
11.01(a) or (c) shall be borne by the Person seeking the related amendment,
except that if the Master Servicer or the Trustee requests any amendment of this
Agreement in furtherance of the rights and interests of Certificateholders, the
cost of any Opinion of Counsel required in connection therewith pursuant to
Section 11.01(a) or (c) shall be payable out of the Certificate Account.

     SECTION 11.02 Recordation of Agreement; Counterparts.

     (a) To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer at the expense of the Trust Fund on direction by the Trustee,
such direction to be given by the Trustee only upon the Trustee's receipt of an
Opinion of Counsel to be obtained by the party requesting such recordation (the
cost of which may be paid out of the Certificate Account) to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders.

     (b) For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.

                                      203
<PAGE>

     SECTION 11.03 Limitation on Rights of Certificateholders.

     (a) The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

     (b) No Certificateholder shall have any right to vote (except as expressly
provided for herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third party by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.

     (c) No Certificateholder shall have any right by virtue of any provision of
this Agreement to institute any suit, action or proceeding in equity or at law
upon or under or with respect to this Agreement or any Mortgage Loan, unless,
with respect to any suit, action or proceeding upon or under or with respect to
this Agreement, such Holder previously shall have given to the Trustee a written
notice of default hereunder, and of the continuance thereof, as hereinbefore
provided, and unless also (except in the case of a default by the Trustee) the
Holders of Certificates of any Class evidencing not less than 25% of the related
Percentage Interests in such Class shall have made written request upon the
Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to institute any
such action, suit or proceeding. The Trustee shall be under no obligation to
exercise any of the trusts or powers vested in it under this Section 11.03(c) or
to institute, conduct or defend any litigation hereunder or in relation hereto
at the request, order or direction of any of the Holders of Certificates unless
such Holders have offered to the Trustee reasonable security against the costs,
expenses and liabilities which may be incurred therein or hereby. It is
understood and intended, and expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatsoever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, which priority or
preference is not otherwise provided for herein, or to enforce any right under
this Agreement, except in the manner herein provided and for the equal, ratable
and common benefit of all Certificateholders. For the protection and enforcement
of the provisions of this Section 11.03(c), each and every Certificateholder and
the Trustee shall be entitled to such relief as can be given either at law or in
equity.

     SECTION 11.04 GOVERNING LAW.

     THIS AGREEMENT AND THE CERTIFICATES SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS OF THE STATE OF NEW YORK

                                      204
<PAGE>

APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

     SECTION 11.05 Notices.

     Any communications provided for or permitted hereunder shall be in writing
and, unless otherwise expressly provided herein, shall be deemed to have been
duly given if personally delivered at or mailed by registered mail, postage
prepaid (except for notices to the Trustee which shall be deemed to have been
duly given only when received), to: (i) in the case of the Depositor, 200 Witmer
Road, Horsham, Pennsylvania 19044, Attention: Structured Finance Manager,
telecopy number: (215) 328-1775; (ii) in the case of the Master Servicer, 200
Witmer Road, Horsham, Pennsylvania 19044, Attention: Managing Director,
Commercial Servicing Operations, telecopy number: (215) 328-3478 (with copies to
General Counsel (telecopy number: (215) 328-3620)); (iii) in the case of the
Trustee, the Corporate Trust Office; (iv) in the case of the Special Servicer,
550 California Street, San Francisco, California 94104, telecopy number (415)
391-2949, Attention: CMBS Portfolio Manager (with a copy to General Counsel);
(v) in the case of the Rating Agencies, (A) Standard & Poor's Ratings Services,
55 Water Street, New York, New York 10041, Attention: Commercial Mortgage
Surveillance Manager, telecopy number: (212) 438-2662, (B) Moody's Investors
Service, Inc., 100 Mulberry Street, Gateway Building Center, 4th-9th Floor,
Newark, New Jersey 07102, Attention: CMBS Rating and Monitoring, telecopy
number: (212) 553-1350 and (C) Fitch Ratings, One State Street Plaza, New York,
New York, 10004, Attention: Commercial Mortgage Surveillance Dept., telecopy
number (212) 635-0295; (vi) in the case of the Underwriters, (A) Deutsche Bank
Securities Inc., 31 West 52nd Street, New York, New York 10019, Attention:
Lainie Kaye, telecopy number: (212) 469-4579, (B) Goldman, Sachs & Co., 85 Broad
Street, New York, New York 10004, Attention: Rolf Edwards, telecopy number:
(212) 346-3594 and (C) Morgan Stanley & Co. Incorporated, 1585 Broadway, New
York, New York 10036, Attention: Cecilia Tarrant, telecopy number: (212)
761-0782; (vii) in the case of the initial Majority Certificateholder of the
Controlling Class, GMAC Institutional Advisors LLC, 550 California Street, 12th
Floor, San Francisco, California, Attention: Shari Figi, telecopy number: (415)
646-8458, or as to each such Person such other address as may hereafter be
furnished by such Person to the parties hereto in writing. Any communication
required or permitted to be delivered to a Certificateholder shall be deemed to
have been duly given when mailed first class, postage prepaid, to the address of
such Holder as shown in the Certificate Register. Any notice so mailed within
the time prescribed in this Agreement shall be conclusively presumed to have
been duly given, whether or not the Certificateholder receives such notice.

     SECTION 11.06 Severability of Provisions.

     If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

                                      205
<PAGE>

     SECTION 11.07 Grant of a Security Interest.

     The Depositor intends that the conveyance of the Depositor's right, title
and interest in and to the Mortgage Loans pursuant to this Agreement shall
constitute a sale and not a pledge of security for a loan. If such conveyance is
deemed to be a pledge of security for a loan, however, the Depositor intends
that the rights and obligations of the parties to such loan shall be established
pursuant to the terms of this Agreement. The Depositor also intends and agrees
that, in such event, (i) the Depositor shall be deemed to have granted to the
Trustee (in such capacity) a first priority security interest in the Depositor's
entire right, title and interest in and to the assets comprising the Trust Fund,
including without limitation, the Mortgage Loans (including all Replacement
Mortgage Loans), all principal and interest received or receivable with respect
to the Mortgage Loans (other than principal and interest payments due and
payable prior to the Cut-off Date and Principal Prepayments received prior to
the Cut-off Date), all amounts held from time to time in the Certificate Account
and the Distribution Account and all reinvestment earnings on such amounts, and
all of the Depositor's right, title and interest in and to the proceeds of any
title, hazard or other Insurance Policies related to the Mortgage Loans, and
(ii) this Agreement shall constitute a security agreement under applicable law.
The Depositor shall file or cause to be filed, as a precautionary filing, a Form
UCC-1 substantially in the form attached as Exhibit E hereto in all appropriate
locations in the Commonwealth of Pennsylvania promptly following the initial
issuance of the Certificates, and the Master Servicer shall prepare and file at
each such office, and the Trustee shall execute, continuation statements
thereto, in each case within six months prior to the fifth anniversary of the
immediately preceding filing. The Depositor shall cooperate in a reasonable
manner with the Trustee and the Master Servicer in preparing and filing such
continuation statements. This Section 11.07 shall constitute notice to the
Trustee pursuant to any of the requirements of the applicable Uniform Commercial
Code.

     SECTION 11.08 No Partnership.

     Nothing herein contained shall be deemed or construed to create a
partnership or joint venture between the parties hereto and the services of the
Master Servicer and the Special Servicer shall be rendered as independent
contractors and not as agents for the Trust Fund or the Certificateholders.

     SECTION 11.09 Successors and Assigns; Beneficiaries.

     The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto, their respective successors and permitted assigns
and all such provisions shall inure to the benefit of the Certificateholders. No
other person, including, without limitation, any Mortgagor, shall be entitled to
any benefit or equitable right, remedy or claim under this Agreement.

     SECTION 11.10 Article and Section Headings.

     The article and section headings herein are for convenience of reference
only, and shall not limit or otherwise affect the meaning hereof.

                                      206
<PAGE>

     SECTION 11.11 Notices to the Rating Agencies.

     (a) The Trustee shall use reasonable efforts promptly to provide notice or
a copy of the listed item to each Rating Agency with respect to each of the
following of which it has actual knowledge:

         (i) any material change or amendment to this Agreement;

         (ii) the occurrence of any Event of Default that has not been cured;

         (iii) the resignation, termination or merger (with an entity other than
an Affiliate) of the Master Servicer, the Special Servicer or the Trustee;

         (iv) any change in the location of the Distribution Account;

         (v) a copy of the notice given pursuant to Section 2.03(a) and the
repurchase of a Mortgage Loan by the related Mortgage Loan Seller pursuant to
Section 6 of the related Mortgage Loan Purchase Agreement or by GMACCM pursuant
to Section 4 of the Supplemental Agreement; and

         (vi) the final payment to any Class of Certificateholders.

     (b) Each of the Master Servicer and the Special Servicer shall promptly
furnish to each Rating Agency copies of the following:

         (i) each of its annual statements as to compliance described in Section
3.13; and

         (ii) each of its annual independent public accountants' servicing
reports described in Section 3.14.

     (c) To the extent it is not already required to do so under Section 4.02
hereof, the Trustee shall promptly furnish to each Rating Agency copies of each
report prepared and/or delivered by it pursuant to Section 4.02 hereof.

     (d) Each of the Master Servicer, the Special Servicer and the Trustee shall
provide or make available such additional information to each Rating Agency upon
request is in its possession or reasonably available to it.



                                      207
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused their names to be signed
hereto by their respective officers thereunto duly authorized, in each case as
of the day and year first above written.

                                   GMAC COMMERCIAL MORTGAGE SECURITIES,
                                   INC., Depositor


                                   By:
                                      ------------------------------------------
                                      Name:  David Lazarus
                                      Title: Vice President


                                   GMAC COMMERCIAL MORTGAGE CORPORATION,
                                   Master Servicer

                                   By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                                   GMAC COMMERCIAL MORTGAGE CORPORATION,
                                   Special Servicer

                                   By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                                   WELLS FARGO BANK MINNESOTA, NATIONAL
                                   ASSOCIATION, Trustee

                                   By:
                                      ------------------------------------------
                                      Name:
                                      Title:



                                      208
<PAGE>

STATE OF NEW YORK           )
         ss.                )
COUNTY OF NEW YORK          )


     On the day of [_____], 2002, before me, a notary public in and for said
State, personally appeared David Lazarus known to me to be a Vice President of
GMAC COMMERCIAL MORTGAGE SECURITIES, INC., one of the corporations that executed
the within instrument, and also known to me to be the person who executed it on
behalf of such corporation, and acknowledged to me that such corporation
executed the within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.




Notary Public
[Notarial Seal]


<PAGE>


STATE OF NEW YORK        )
         ss.             )
COUNTY OF NEW YORK       )

     On the day of [_____], 2002, before me, a notary public in and for said
State, personally appeared David Lazarus known to me to be a Vice President of
GMAC COMMERCIAL MORTGAGE CORPORATION, one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of such corporation, and acknowledged to me that such corporation
executed the within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.




Notary Public
[Notarial Seal]


<PAGE>

STATE OF NEW YORK         )
         ss.              )
COUNTY OF NEW YORK        )

     On the day of [_____], 2002, before me, a notary public in and for said
State, personally appeared known to me to be a of WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, a national chartered bank duly organized, validly existing
and in good standing under the United States of America that executed the within
instrument, and also known to me to be the person who executed it on behalf of
such nationally chartered bank, and acknowledged to me that such nationally
chartered bank executed the within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.




Notary Public
[Notarial Seal]


<PAGE>

                                Table of Contents

<TABLE>
<CAPTION>
                                                                                                        Page

<S>                                                                                                      <C>
ARTICLE I             DEFINITIONS..........................................................................5

         SECTION 1.01               Defined Terms..........................................................5

         SECTION 1.02               Certain Calculations in Respect of the Mortgage Pool..................74

ARTICLE II            CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES.....................75

         SECTION 2.01               Establishment of Trust; Conveyance of Mortgage Loans..................75

         SECTION 2.02               Acceptance by Trustee.................................................78

         SECTION 2.03               Mortgage Loan Sellers' Repurchase or Substitution of Mortgage Loans
                                    for Defects in Mortgage Files and Breaches of Representations and
                                    Warranties............................................................81

         SECTION 2.04               Issuance of Class R-I Certificates; Creation of REMIC I Regular
                                    Interests.............................................................85

         SECTION 2.05               Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by the
                                    Trustee...............................................................86

         SECTION 2.06               Issuance of Class R-II Certificates; Creation of REMIC II Regular
                                    Interest..............................................................86

         SECTION 2.07               Conveyance of REMIC II Regular Interests; Acceptance of REMIC III by
                                    Trustee...............................................................86

         SECTION 2.08               Issuance of REMIC III Certificates....................................86

ARTICLE III           ADMINISTRATION AND SERVICING OF THE TRUST FUND......................................87

         SECTION 3.01               Servicing and Administration of the Mortgage Loans....................87

         SECTION 3.02               Collection of Mortgage Loan Payments..................................89

         SECTION 3.03               Collection of Taxes, Assessments and Similar Items; Servicing Accounts
                                    and Reserve Accounts..................................................89

         SECTION 3.04               Certificate Account, Distribution Account and Interest Reserve Account91

         SECTION 3.05               Permitted Withdrawals From the Certificate Account, the Distribution
                                    Account, the Interest Reserve Account and the Excess Liquidation
                                    Proceeds Reserve Account..............................................94

         SECTION 3.06               Investment of Funds in the Certificate Account, the Distribution
                                    Account, the Excess Liquidation Proceeds Reserve Account, the Interest
                                    Reserve Account and the REO Account...................................98

         SECTION 3.07               Maintenance of Insurance Policies; Errors and Omissions and Fidelity
                                    Coverage.............................................................100

         SECTION 3.08               Enforcement of Due-On-Sale Clauses; Assumption Agreements; Subordinate
                                    Financing; Defeasance................................................103
</TABLE>

                                      -i-
<PAGE>

                                Table of Contents
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                        Page
<S>                                                                                                      <C>
         SECTION 3.09               Realization Upon Defaulted Mortgage Loans............................107

         SECTION 3.10               Trustee to Cooperate; Release of Mortgage Files......................110

         SECTION 3.11               Servicing Compensation; Nonrecoverable Servicing Advances............111

         SECTION 3.12               Inspections; Collection of Financial Statements......................115

         SECTION 3.13               Annual Statement as to Compliance....................................116

         SECTION 3.14               Reports by Independent Public Accountants............................116

         SECTION 3.15               Access to Certain Information........................................117

         SECTION 3.16               Title to REO Property; REO Account...................................117

         SECTION 3.17               Management of REO Property; Independent Contractors..................119

         SECTION 3.18               Sale of Defaulted Mortgage Loans.....................................121

         SECTION 3.19               Sale of REO Property.................................................125

         SECTION 3.20               Additional Obligations of the Master Servicer and the Special Servicer126

         SECTION 3.21               Modifications, Waivers, Amendments and Consents......................130

         SECTION 3.22               Transfer of Servicing Between Master Servicer and Special Servicer;
                                    Record Keeping.......................................................134

         SECTION 3.23               Sub-Servicing Agreements.............................................135

         SECTION 3.24               Designation of Special Servicer by the Majority Certificateholder of
                                    the Controlling Class................................................136

         SECTION 3.25               Lock-Box Accounts and Servicing Accounts.............................139

         SECTION 3.26               Representations and Warranties of the Master Servicer and the Special
                                    Servicer.............................................................139

ARTICLE IV            PAYMENTS TO CERTIFICATEHOLDERS AND RELATED MATTERS.................................141

         SECTION 4.01               Distributions........................................................141

         SECTION 4.02               Statements to Certificateholders; Certain Reports by the Master
                                    Servicer and the Special Servicer....................................154

         SECTION 4.03               Delinquency Advances.................................................162

         SECTION 4.04               Allocation of Realized Losses and Additional Trust Fund Expenses.....164
</TABLE>


                                      -ii-
<PAGE>

                                Table of Contents
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                        Page
<S>                                                                                                      <C>
ARTICLE V             THE CERTIFICATES...................................................................166

         SECTION 5.01               The Certificates.....................................................166

         SECTION 5.02               Registration of Transfer and Exchange of Certificates................167

         SECTION 5.03               Book-Entry Certificates..............................................172

         SECTION 5.04               Mutilated, Destroyed, Lost or Stolen Certificates....................173

         SECTION 5.05               Persons Deemed Owners................................................173

ARTICLE VI            THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER........................174

         SECTION 6.01               Liability of the Depositor, the Master Servicer and the Special Servicer174

         SECTION 6.02               Merger, Consolidation or Conversion of the Depositor, the Master
                                    Servicer and the Special Servicer; Assignment of Rights and Delegation
                                    of Duties by the Master Servicer and the Special Servicer............174

         SECTION 6.03               Limitation on Liability of the Depositor, the Master Servicer, the
                                    Special Servicer and Others..........................................175

         SECTION 6.04               Depositor, Master Servicer and Special Servicer Not to Resign........176

         SECTION 6.05               Rights of the Depositor in Respect of the Master Servicer and the
                                    Special Servicer.....................................................176

ARTICLE VII           DEFAULT............................................................................176

         SECTION 7.01               Events of Default....................................................176

         SECTION 7.02               Trustee to Act; Appointment of Successor.............................179

         SECTION 7.03               Notification to Certificateholders...................................180

         SECTION 7.04               Waiver of Events of Default..........................................180

ARTICLE VIII          CONCERNING THE TRUSTEE.............................................................181

         SECTION 8.01               Duties of the Trustee................................................181

         SECTION 8.02               Certain Matters Affecting the Trustee................................182

         SECTION 8.03               Trustee not Liable for Validity or Sufficiency of Certificates or
                                    Mortgage Loans.......................................................183

         SECTION 8.04               Trustee May Own Certificates.........................................184

         SECTION 8.05               Fees and Expenses of Trustee; Indemnification of Trustee.............184

         SECTION 8.06               Eligibility Requirements for Trustee.................................184

</TABLE>


                                      -iii-
<PAGE>

                                Table of Contents
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                        Page
<S>                                                                                                      <C>
         SECTION 8.07               Resignation and Removal of the Trustee...............................185

         SECTION 8.08               Successor Trustee....................................................186

         SECTION 8.09               Merger or Consolidation of Trustee...................................186

         SECTION 8.10               Appointment of Co-Trustee or Separate Trustee........................187

         SECTION 8.11               Appointment of Custodians............................................188

         SECTION 8.12               Access to Certain Information........................................188

         SECTION 8.13               Representations and Warranties of the Trustee........................190

         SECTION 8.14               Filings with the Securities and Exchange Commission..................191

ARTICLE IX            TERMINATION........................................................................192

         SECTION 9.01               Termination Upon Repurchase or Liquidation of All Mortgage Loans.....192

         SECTION 9.02               Additional Termination Requirements..................................195

ARTICLE X             ADDITIONAL REMIC PROVISIONS........................................................196

         SECTION 10.01              REMIC Administration.................................................196

         SECTION 10.02              Depositor, Master Servicer, Special Servicer, Trustee to Cooperate...199

         SECTION 10.03              Grantor Trust Administration.........................................200

ARTICLE XI            MISCELLANEOUS PROVISIONS...........................................................201

         SECTION 11.01              Amendment............................................................201

         SECTION 11.02              Recordation of Agreement; Counterparts...............................203

         SECTION 11.03              Limitation on Rights of Certificateholders...........................204

         SECTION 11.04              GOVERNING LAW........................................................204

         SECTION 11.05              Notices..............................................................205

         SECTION 11.06              Severability of Provisions...........................................205

         SECTION 11.07              Grant of a Security Interest.........................................206

         SECTION 11.08              No Partnership.......................................................206

         SECTION 11.09              Successors and Assigns; Beneficiaries................................206

         SECTION 11.10              Article and Section Headings.........................................206

         SECTION 11.11              Notices to the Rating Agencies.......................................207

Exhibit A-1           Form of Class X-1 Certificate                                                    A-1-1
</TABLE>

                                      -iv-
<PAGE>

                                Table of Contents
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                Page
<S>                                                                                           <C>
Exhibit A-2    Form of Class X-2 Certificate                                                    A-2-1
Exhibit A-3    Form of Class A-1 Certificate                                                    A-3-1
Exhibit A-4    Form of Class A-2 Certificate                                                    A-4-1
Exhibit A-5    Form of Class B Certificate                                                      A-5-1
Exhibit A-6    Form of Class C Certificate                                                      A-6-1
Exhibit A-7    Form of Class D Certificate                                                      A-7-1
Exhibit A-8    Form of Class E Certificate                                                      A-8-1
Exhibit A-9    Form of Class F Certificate                                                      A-9-1
Exhibit A-10   Form of Class G Certificate                                                      A-10-1
Exhibit A-11   Form of Class H Certificate                                                      A-11-1
Exhibit A-12   Form of Class J Certificate                                                      A-12-1
Exhibit A-13   Form of Class K Certificate                                                      A-13-1
Exhibit A-14   Form of Class L Certificate                                                      A-14-1
Exhibit A-15   Form of Class M Certificate                                                      A-15-1
Exhibit A-16   Form of Class N Certificate                                                      A-16-1
Exhibit A-17   Form of Class O-1 Certificate                                                    A-17-1
Exhibit A-18   Form of Class O-2 Certificate                                                    A-18-1
Exhibit A-19   Form of Class P Certificate                                                      A-19-1
Exhibit A-20   Form of Class R-I Certificate                                                    A-20-1
Exhibit A-21   Form of Class R-II Certificate                                                   A-21-1
Exhibit A-22   Form of Class R-III Certificate                                                  A-22-1
Exhibit B-1    Form of Transferor Certificate                                                   B-1-1
Exhibit B-2    Form of Transferee Certificate                                                   B-2-1
Exhibit C-1    Form of Transfer Affidavit and Agreement                                         C-1-1
Exhibit C-2    Form of Transferor Certificate                                                   C-2-1
Exhibit D      Form of Request for Release                                                      D-1
Exhibit E      Form of UCC-1 Financing Statement                                                E-1
Exhibit F      Methodology to Normalize Net Operating Income and Debt Service Coverage          F-1
Exhibit G      Form of Distribution Date Statement                                              G-1
Exhibit H-1    Form of Investor Certification                                                   H-1-1
Exhibit H-2    Form of Confidentiality Agreement                                                H-2-1
Exhibit I      Additional Servicing Fee Schedule                                                I-1
Exhibit J      Form of Notice and Certification regarding Defeasance of Mortgage Loans          J-1
Exhibit K      Form of Master Servicer Report                                                   K-1
Exhibit L      Form of Insurance Summary Report                                                 L-1
Exhibit M      First Anniversary Reserve Report                                                 M-1
Exhibit N      Certain Reports                                                                  N-1
Exhibit O      CMSA Financial File                                                              O-1
Exhibit P      CMSA Loan Periodic Update File                                                   P-1
Exhibit Q      CMSA Loan Setup File                                                             Q-1
Exhibit R      CMSA Property File                                                               R-1
</TABLE>


                                      -v-
<PAGE>

                                Table of Contents
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                   Page
<S>                                                                                           <C>

Exhibit S-1    Form 10K Certification                                                           S-1-1
Exhibit S-2    Back-up Certificate for Form 10K Certification from Trustee                      S-2-1
Exhibit S-3    Back-up Certificate for Form 10K Certification from Master Servicer/Special      S-3-1
               Servicer

                                    SCHEDULES

Schedule I     Mortgage Loan Schedule                                                           Sch. I-1
Schedule II    Closing Mortgage File Review Certification                                       Sch. II-1
Schedule III   Post-Closing Mortgage File Review Certification                                  Sch. III-1
Schedule IV    Environmental Policy Mortgage Loans                                              Sch. IV-1
Schedule V     Strip Calculation Schedule                                                       Sch. V-1
Schedule VI    Broker Strip Schedule                                                            Sch. VI-1
Schedule VII   Specified Earnout Reserve Loans                                                  Sch. VI-1
</TABLE>





                                      -vi-


<PAGE>

                                                                     EXHIBIT A-1
                                                                     -----------

                          FORM OF CLASS X-1 CERTIFICATE

                               CLASS X-1 MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C3

     evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                                          <C>
Pass-Through Rate: 0.10353054%                               Certificate Notional Amount of this Class X-1
                                                             Certificate as of the Issue Date: $777,414,016

Date of Pooling and Servicing Agreement:                     Class Notional Amount of all the Class X-1 Certificates
December 1, 2002                                             as of the Issue Date: $777,414,016

Cut-off Date:  With respect to any Mortgage Loan, the Due    Aggregate unpaid principal balance of the Mortgage
Date for such Mortgage Loan in December 2002                 Loans as of their respective Cut-off Dates, after
                                                             deducting payments of principal due on or before such
                                                             date, whether or not received:  $777,414,016

Issue Date:  December 19, 2002

First Distribution Date:  January 10, 2003                   Trustee: Wells Fargo Bank Minnesota, National
                                                             Association

Master Servicer and Special Servicer:                        CUSIP No. 361849WA6
GMAC Commercial Mortgage Corporation

Certificate No. X-1-1                                        ISIN No. US361849WA60
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY


                                       1
<PAGE>

PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND DOES NOT
ENTITLE THE HOLDER HEREOF TO ANY DISTRIBUTIONS OF PRINCIPAL. THE HOLDER HEREOF
WILL BE ENTITLED TO DISTRIBUTIONS OF INTEREST ACCRUED AS PROVIDED IN THE
AGREEMENT ON THE CERTIFICATE NOTIONAL AMOUNT OF THIS CERTIFICATE, WHICH AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class X-1 Certificate (obtained by dividing the
notional principal amount of this Class X-1 Certificate (its "Certificate
Notional Amount") as of the Issue Date by the aggregate notional principal
balance of all the Class X-1 Certificates (their "Class Notional Amount") as of
the Issue Date) in that certain beneficial ownership interest evidenced by all
the

                                       2
<PAGE>

Class X-1 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among GMAC
Commercial Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage
Corporation, as Master Servicer and Special Servicer and Wells Fargo Bank
Minnesota, National Association, as Trustee. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
10th day of each month or, if such 10th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of the
Class X-1 Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class X-1
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Trustee with wiring instructions no less than five Business
Days prior to the Record Date for such distribution (which wiring instructions
may be in the form of a standing order applicable to all subsequent
distributions as well) and such Certificateholder is the registered owner of all
the Class X-1 Certificates, or otherwise by check mailed to the address of such
Certificateholder appearing in the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate will be made after due notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice.

     The Depositor's Mortgage Pass-Through Certificates, Series 2002-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Distribution Account and the Certificate Account may be made from time to time
for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     The Class X-1 Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class X-1
Certificates are exchangeable for new Class X-1 Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this

                                       3
<PAGE>

Certificate for registration of transfer at the offices of the Certificate
Registrar, duly endorsed by, or accompanied by a written instrument of transfer
in the form satisfactory to the Certificate Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Class X-1 Certificates in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

     No transfer of any Class X-1 Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the Securities
Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class X-1 Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class X-1 Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
X-1 Certificates for its own account or for the account of a qualified
institutional buyer, and that it understands that such Class X-1 Certificates
may be resold, pledged or transferred only (a) to a person reasonably believed
to be a qualified institutional buyer that purchases for its own account or for
the account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act. None
of the Depositor, the Trustee or the Certificate Registrar is obligated to
register or qualify the Class X-1 Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of any Class X-1 Certificate without
registration or qualification. Any Class X-1 Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class X-1 Certificate
agrees to, indemnify the Depositor, the Trustee and the Certificate Registrar
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

     No transfer of any Class X-1 Certificate or any interest therein shall be
made (A) to any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to ERISA or Section 4975 of the Code
(each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing
such Certificate or interest therein on behalf of, as named fiduciary of, as
trustee of, or with "plan assets" of a Plan, unless: such Plan qualifies as an
accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act and either (1) at the time of such transfer, such Certificate
continues to be rated in one of the top four rating categories by at least one
Rating Agency or (2) such Plan is an "insurance company general account" (within
the meaning of PTE 95-60) and the conditions set forth in Sections I and III of
PTE 95-60 have been satisfied as of the date of acquisition of such Certificate.
Each purchaser or transferee that is a Plan or is investing on behalf of or with
"plan assets" of a Plan will be deemed to have represented that the foregoing
conditions have been satisfied.

                                       4
<PAGE>

     No service charge will be imposed for any registration of transfer or
exchange of Class X-1 Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
X-1 Certificates.

     Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

     Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier of: (i) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property remaining in the Trust Fund; (ii) as permitted,
but not required, by the Agreement, the purchase by the Master Servicer, the
Majority Certificateholder of the Controlling Class or the Depositor, at a price
determined as provided in the Agreement, of all Mortgage Loans and any REO
Properties remaining in the Trust Fund if the aggregate Stated Principal Balance
of the Mortgage Pool at the time of purchase is less than 1% of the aggregate
Cut-off Date Principal Balance of the Mortgage Pool specified on the face
hereof; or (iii) as permitted, but not required, by the Agreement, the exchange
by the Majority Certificateholder of the Controlling Class of all of the
Certificates (other than the Residual Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund on any Distribution Date
on which the aggregate Certificate Balance of the Class A, Class B, Class C,
Class D, Class E, Class F Certificates, Class G Certificates and Class H
Certificates is reduced to zero.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66-2/3% of the
Percentage Interests of each Class of affected Certificates. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of designated portions of the Trust Fund as a
REMIC, without the consent of the Holders of any of the Certificates.

                                       5
<PAGE>

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.















                                       6
<PAGE>

     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                               Wells Fargo Bank Minnesota, National Association,
                               as Trustee

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class X-1 Certificates referred to in the
within-mentioned Agreement.


Dated:   December 19, 2002

                               Wells Fargo Bank Minnesota, National Association,
                               as Certificate Registrar

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory







                                       7
<PAGE>

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (please print or typewrite name and address including
                          postal zip code of assignee)

     the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
register of the Trust Fund.

         I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Dated:

                                      ------------------------------------------
                                      Signature by or on behalf of Assignor


                                      ------------------------------------------
                                      Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to ____________________________________________
for the account of ___________________________________________________

     Distributions made by check (such check to be made payable to
________________________________ and all applicable statements and notices
should be mailed to _____________________________)


         This information is provided by _____________________________________,
the assignee named above, or _________________________________________________,
as its agent.



                                       8
<PAGE>

                                                                     EXHIBIT A-2
                                                                     -----------

                          FORM OF CLASS X-2 CERTIFICATE

                               CLASS X-2 MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C3

         evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                                          <C>
Pass-Through Rate: 1.71940467%                               Certificate Notional Amount of this Class X-2
                                                             Certificate as of the Issue Date: $739,228,000

Date of Pooling and Servicing Agreement:                     Class Notional Amount of all the Class X-2 Certificates
December 1, 2002                                             as of the Issue Date: $739,228,000

Cut-off Date:  With respect to any Mortgage Loan, the Due    Aggregate unpaid principal balance of the Mortgage
Date for such Mortgage Loan in December 2002                 Loans as of their respective Cut-off Dates, after
                                                             deducting payments of principal due on or before such
                                                             date, whether or not received:  $777,414,016

Issue Date:  December 19, 2002

First Distribution Date:  January 10, 2003                   Trustee: Wells Fargo Bank Minnesota, National
                                                             Association
Master Servicer and Special Servicer:                        CUSIP No. 361849WB4
GMAC Commercial Mortgage Corporation

Certificate No. X-2-1                                        ISIN No. US361849WB44
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY

                                       1
<PAGE>

PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND DOES NOT
ENTITLE THE HOLDER HEREOF TO ANY DISTRIBUTIONS OF PRINCIPAL. THE HOLDER HEREOF
WILL BE ENTITLED TO DISTRIBUTIONS OF INTEREST ACCRUED AS PROVIDED IN THE
AGREEMENT ON THE CERTIFICATE NOTIONAL AMOUNT OF THIS CERTIFICATE, WHICH AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class X-2 Certificate (obtained by dividing the
notional principal amount of this Class X-2 Certificate (its "Certificate
Notional Amount") as of the Issue Date by the aggregate notional principal
balance of all the Class X-2 Certificates (their "Class Notional Amount") as of
the Issue Date) in that certain beneficial ownership interest evidenced by all
the

                                       2
<PAGE>

Class X-2 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among GMAC
Commercial Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage
Corporation, as Master Servicer and Special Servicer and Wells Fargo Bank
Minnesota, National Association, as Trustee. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
10th day of each month or, if such 10th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of the
Class X-2 Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class X-2
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Trustee with wiring instructions no less than five Business
Days prior to the Record Date for such distribution (which wiring instructions
may be in the form of a standing order applicable to all subsequent
distributions as well) and such Certificateholder is the registered owner of all
the Class X-2 Certificates, or otherwise by check mailed to the address of such
Certificateholder appearing in the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate will be made after due notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice.

     The Depositor's Mortgage Pass-Through Certificates, Series 2002-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Distribution Account and the Certificate Account may be made from time to time
for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     The Class X-2 Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class X-2
Certificates are exchangeable for new Class X-2 Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this

                                       3
<PAGE>

Certificate for registration of transfer at the offices of the Certificate
Registrar, duly endorsed by, or accompanied by a written instrument of transfer
in the form satisfactory to the Certificate Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Class X-2 Certificates in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

     No transfer of any Class X-2 Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the Securities
Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class X-2 Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class X-2 Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
X-2 Certificates for its own account or for the account of a qualified
institutional buyer, and that it understands that such Class X-2 Certificates
may be resold, pledged or transferred only (a) to a person reasonably believed
to be a qualified institutional buyer that purchases for its own account or for
the account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act. None
of the Depositor, the Trustee or the Certificate Registrar is obligated to
register or qualify the Class X-2 Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of any Class X-2 Certificate without
registration or qualification. Any Class X-2 Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class X-2 Certificate
agrees to, indemnify the Depositor, the Trustee and the Certificate Registrar
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

     No transfer of any Class X-2 Certificate or any interest therein shall be
made (A) to any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to ERISA or Section 4975 of the Code
(each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing
such Certificate or interest therein on behalf of, as named fiduciary of, as
trustee of, or with "plan assets" of a Plan, unless: such Plan qualifies as an
accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act and either (1) at the time of such transfer, such Certificate
continues to be rated in one of the top four rating categories by at least one
Rating Agency or (2) such Plan is an "insurance company general account" (within
the meaning of PTE 95-60) and the conditions set forth in Sections I and III of
PTE 95-60 have been satisfied as of the date of acquisition of such Certificate.
Each purchaser or transferee that is a Plan or is investing on behalf of or with
"plan assets" of a Plan will be deemed to have represented that the foregoing
conditions have been satisfied.

                                       4
<PAGE>

     No service charge will be imposed for any registration of transfer or
exchange of Class X-2 Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
X-2 Certificates.

     Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

     Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier of: (i) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property remaining in the Trust Fund; (ii) as permitted,
but not required, by the Agreement, the purchase by the Master Servicer, the
Majority Certificateholder of the Controlling Class or the Depositor, at a price
determined as provided in the Agreement, of all Mortgage Loans and any REO
Properties remaining in the Trust Fund if the aggregate Stated Principal Balance
of the Mortgage Pool at the time of purchase is less than 1% of the aggregate
Cut-off Date Principal Balance of the Mortgage Pool specified on the face
hereof; or (iii) as permitted, but not required, by the Agreement, the exchange
by the Majority Certificateholder of the Controlling Class of all of the
Certificates (other than the Residual Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund on any Distribution Date
on which the aggregate Certificate Balance of the Class A, Class B, Class C,
Class D, Class E, Class F Certificates, Class G Certificates and Class H
Certificates is reduced to zero.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66-2/3% of the
Percentage Interests of each Class of affected Certificates. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of designated portions of the Trust Fund as a
REMIC, without the consent of the Holders of any of the Certificates.

                                       5
<PAGE>

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.









                                       6
<PAGE>

     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                               Wells Fargo Bank Minnesota, National Association,
                               as Trustee

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class X-2 Certificates referred to in the
within-mentioned Agreement.

Dated:  December 19, 2002

                               Wells Fargo Bank Minnesota, National Association,
                               as Certificate Registrar

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory







                                       7
<PAGE>

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (please print or typewrite name and address including
                          postal zip code of assignee)

     the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
register of the Trust Fund.

         I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Dated:

                                      ------------------------------------------
                                      Signature by or on behalf of Assignor

                                      ------------------------------------------
                                      Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to ___________________________________________
for the account of___________________________________________________

     Distributions made by check (such check to be made payable to
___________________________________________________) and all applicable
statements and notices should be mailed to______________________________________

     This information is provided by___________________________________________,
the assignee named above, or __________________________________________________,
as its agent.


                                       8
<PAGE>

                                                                     EXHIBIT A-3
                                                                     -----------

                          FORM OF CLASS A-1 CERTIFICATE

                               CLASS A-1 MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C3

     evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                                          <C>
Pass-Through Rate:                                           Certificate Principal Balance of this Class A-1
4.154% per annum                                             Certificate as of the Issue Date: $[_________]
Date of Pooling and Servicing Agreement:                     Class Principal Balance of all the Class A-1
December 1, 2002                                             Certificates as of the Issue Date: $207,716,000

Cut-off Date:  With respect to any Mortgage Loan, the Due    Aggregate unpaid principal balance of the Mortgage Pool
Date for such Mortgage Loan in December 2002                 as of the respective Cut-off Dates of the Mortgage
                                                             Loans, after deducting payments of principal due on or
                                                             before such date, whether or not received:  $777,414,016

Issue Date:  December 19, 2002

First Distribution Date:  January 10, 2003                   Trustee: Wells Fargo Bank Minnesota, National
                                                             Association
Master Servicer and Special Servicer:                        CUSIP No. 361849VU3

GMAC Commercial Mortgage Corporation

Certificate No. A-1-1                                        ISIN No. US361849VU34
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,


                                       1
<PAGE>

PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. IN ADDITION, FOLLOWING THE
DATE ON WHICH THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS B, CLASS
C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS
M, CLASS N, CLASS O-1, CLASS O-2 AND CLASS P CERTIFICATES OF THE SAME SERIES IS
REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN
UNANTICIPATED EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class A-1 Certificate (obtained by dividing the
principal balance of this Class A-1 Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class A-1 Certificates (their "Class Principal Balance") as of the Issue Date)
in that certain beneficial ownership interest evidenced by all the Class A-1
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as

                                       2
<PAGE>

Depositor, GMAC Commercial Mortgage Corporation, as Master Servicer and Special
Servicer and Wells Fargo Bank Minnesota, National Association, as Trustee. To
the extent not defined herein, the capitalized terms used herein have the
respective meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
10th day of each month or, if such 10th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of the
Class A-1 Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class A-1
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Trustee with wiring instructions no less than five Business
Days prior to the Record Date for such distribution (which wiring instructions
may be in the form of a standing order applicable to all subsequent
distributions as well), or otherwise by check mailed to the address of such
Certificateholder appearing in the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate (determined without regard to
any possible future reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate) will be made after due notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice. Also notwithstanding the foregoing, any distribution
that may be made with respect to this Certificate in reimbursement of any
Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate, which reimbursement is to occur after the date on which this
Certificate is surrendered as contemplated by the preceding sentence, will be
made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

     Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

     The Depositor's Mortgage Pass-Through Certificates, Series 2002-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Distribution Account and the Certificate Account may be made from time to time
for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain

                                       3
<PAGE>

expenses incurred, with respect to the Mortgage Loans and the payment of
interest on such advances and expenses.

     The Class A-1 Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class A-1
Certificates are exchangeable for new Class A-1 Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class A-1 Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

     No transfer of any Class A-1 Certificate or any interest therein shall be
made (A) to any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to ERISA or Section 4975 of the Code
(each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing
such Certificate or interest therein on behalf of, as named fiduciary of, as
trustee of, or with "plan assets" of a Plan, unless such Plan qualifies as an
accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act and either (1) at the time of such transfer, such Certificate
continues to be rated in one of the top four rating categories by at least one
Rating Agency or (2) such Plan is an "insurance company general account" (within
the meaning of PTCE 95-60) and the conditions set forth in Sections I and III of
PTCE 95-60 have been satisfied as of the date of acquisition of such
Certificate. Each purchaser or transferee that is a Plan or is investing on
behalf of or with "plan assets" of a Plan will be deemed to have represented
that the foregoing conditions have been satisfied.

     No service charge will be imposed for any registration of transfer or
exchange of Class A-1 Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
A-1 Certificates.

     Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

     Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special

                                       4
<PAGE>

Servicer, the Trustee, the Certificate Registrar or any such agent shall be
affected by notice to the contrary.

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier of: (i) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property remaining in the Trust Fund; (ii) as permitted,
but not required, by the Agreement, the purchase by the Master Servicer, the
Majority Certificateholder of the Controlling Class or the Depositor, at a price
determined as provided in the Agreement, of all Mortgage Loans and any REO
Properties remaining in the Trust Fund if the aggregate Stated Principal Balance
of the Mortgage Pool at the time of purchase is less than 1% of the aggregate
Cut-off Date Principal Balance of the Mortgage Pool specified on the face
hereof; or (iii) as permitted, but not required, by the Agreement, the exchange
by the Majority Certificateholder of the Controlling Class of all of the
Certificates (other than the Residual Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund on any Distribution Date
on which the aggregate Certificate Balance of the Class A, Class B, Class C,
Class D, Class E, Class F Certificates, Class G Certificates and Class H
Certificates is reduced to zero.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66-2/3% of the
Percentage Interests of each Class of affected Certificates. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of designated portions of the Trust Fund as a
REMIC, without the consent of the Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.



                                       5
<PAGE>

     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                               Wells Fargo Bank Minnesota, National Association,
                               as Trustee

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class A-1 Certificates referred to in the
within-mentioned Agreement.

Dated:  December 19, 2002

                               Wells Fargo Bank Minnesota, National Association,
                               as Certificate Registrar

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory





                                       6
<PAGE>

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (please print or typewrite name and address including
                          postal zip code of assignee)

     the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

         I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Dated:

                                      ------------------------------------------
                                      Signature by or on behalf of Assignor



                                      ------------------------------------------
                                      Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS


     The assignee should include the following for purposes of distribution

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to _______________________________________ for
the account of _______________________________________

     Distributions made by check (such check to be made payable to
_______________________________________) and all applicable statements and
notices should be mailed to _______________________________________


     This information is provided by _______________________________________,
the assignee named above, or _______________________________________, as its
agent.



                                       7
<PAGE>

                                                                     EXHIBIT A-4
                                                                     -----------

                          FORM OF CLASS A-2 CERTIFICATE

                               CLASS A-2 MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C3

     evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                                          <C>
Pass-Through Rate:                                           Certificate Principal Balance of this Class A-2
4.930% per annum                                             Certificate as of the Issue Date: $[_________]

Date of Pooling and Servicing Agreement:  December 1, 2002   Class Principal Balance of all the Class A-2
                                                             Certificates as of the Issue Date: $406,440,000

Cut-off Date:  With respect to any Mortgage Loan, the Due    Aggregate unpaid principal balance of the Mortgage Pool
Date for such Mortgage Loan in December 2002                 as of the respective Cut-off Dates of the Mortgage
                                                             Loans, after deducting payments of principal due on or
                                                             before such date, whether or not received:  $777,414,016

Issue Date:  December 19, 2002

First Distribution Date:  January 10, 2003                   Trustee: Wells Fargo Bank Minnesota, National
                                                             Association

Master Servicer and Special Servicer:                        CUSIP No. 361849VV1
GMAC Commercial Mortgage Corporation

Certificate No. A-2-1                                        ISIN No. US361849VV17
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS

                                       1
<PAGE>

REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. IN ADDITION, FOLLOWING THE
DATE ON WHICH THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS B, CLASS
C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS
M, CLASS N, CLASS O-1, CLASS O-2 AND CLASS P CERTIFICATES OF THE SAME SERIES IS
REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN
UNANTICIPATED EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class A-2 Certificate (obtained by dividing the
principal balance of this Class A-2 Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class A-2 Certificates (their "Class Principal Balance") as of the Issue Date)
in that certain beneficial ownership interest evidenced by all the Class A-2
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as

                                       2
<PAGE>

specified above (the "Agreement"), among GMAC Commercial Mortgage Securities,
Inc., as Depositor, GMAC Commercial Mortgage Corporation, as Master Servicer and
Special Servicer and Wells Fargo Bank Minnesota, National Association, as
Trustee. To the extent not defined herein, the capitalized terms used herein
have the respective meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
10th day of each month or, if such 10th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of the
Class A-2 Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class A-2
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Trustee with wiring instructions no less than five Business
Days prior to the Record Date for such distribution (which wiring instructions
may be in the form of a standing order applicable to all subsequent
distributions as well), or otherwise by check mailed to the address of such
Certificateholder appearing in the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate (determined without regard to
any possible future reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate) will be made after due notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice. Also notwithstanding the foregoing, any distribution
that may be made with respect to this Certificate in reimbursement of any
Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate, which reimbursement is to occur after the date on which this
Certificate is surrendered as contemplated by the preceding sentence, will be
made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

     Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

     The Depositor's Mortgage Pass-Through Certificates, Series 2002-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Distribution Account and the Certificate Account may be made from time to time
for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain

                                       3
<PAGE>

expenses incurred, with respect to the Mortgage Loans and the payment of
interest on such advances and expenses.

     The Class A-2 Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class A-2
Certificates are exchangeable for new Class A-2 Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class A-2 Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

     No transfer of any Class A-2 Certificate or any interest therein shall be
made (A) to any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to ERISA or Section 4975 of the Code
(each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing
such Certificate or interest therein on behalf of, as named fiduciary of, as
trustee of, or with "plan assets" of a Plan, unless such Plan qualifies as an
accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act and either (1) at the time of such transfer, such Certificate
continues to be rated in one of the top four rating categories by at least one
Rating Agency or (2) such Plan is an "insurance company general account" (within
the meaning of PTCE 95-60) and the conditions set forth in Sections I and III of
PTCE 95-60 have been satisfied as of the date of acquisition of such
Certificate. Each purchaser or transferee that is a Plan or is investing on
behalf of or with "plan assets" of a Plan will be deemed to have represented
that the foregoing conditions have been satisfied.

     No service charge will be imposed for any registration of transfer or
exchange of Class A-2 Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
A-2 Certificates.

     Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

     Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special

                                       4
<PAGE>

Servicer, the Trustee, the Certificate Registrar or any such agent shall be
affected by notice to the contrary.

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier of: (i) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property remaining in the Trust Fund; (ii) as permitted,
but not required, by the Agreement, the purchase by the Master Servicer, the
Majority Certificateholder of the Controlling Class or the Depositor, at a price
determined as provided in the Agreement, of all Mortgage Loans and any REO
Properties remaining in the Trust Fund if the aggregate Stated Principal Balance
of the Mortgage Pool at the time of purchase is less than 1% of the aggregate
Cut-off Date Principal Balance of the Mortgage Pool specified on the face
hereof; or (iii) as permitted, but not required, by the Agreement, the exchange
by the Majority Certificateholder of the Controlling Class of all of the
Certificates (other than the Residual Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund on any Distribution Date
on which the aggregate Certificate Balance of the Class A, Class B, Class C,
Class D, Class E, Class F Certificates, Class G Certificates and Class H
Certificates is reduced to zero.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66-2/3% of the
Percentage Interests of each Class of affected Certificates. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of designated portions of the Trust Fund as a
REMIC, without the consent of the Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                       5
<PAGE>
     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                               Wells Fargo Bank Minnesota, National Association,
                               as Trustee

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class A-2 Certificates referred to in the
within-mentioned Agreement.

Dated: December 19, 2002

                               Wells Fargo Bank Minnesota, National Association,
                               as Certificate Registrar

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory


                                       6
<PAGE>

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (please print or typewrite name and address including
                          postal zip code of assignee)

     the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

          I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Dated:


                                      ------------------------------------------
                                      Signature by or on behalf of Assignor


                                      ------------------------------------------
                                      Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to ______________________________________ for
the account of ______________________________________

     Distributions made by check (such check to be made payable to
______________________________________) and all applicable statements and
notices should be mailed to ______________________________________

     This information is provided by ______________________________________, the
assignee named above, or ______________________________________, as its agent.



                                       7
<PAGE>

                                                                     EXHIBIT A-5
                                                                     -----------

                           FORM OF CLASS B CERTIFICATE

                                CLASS B MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C3

     evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

<TABLE>
<CAPTION>
                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
<S>                                                          <C>
Pass-Through Rate:                                           Certificate Principal Balance of this Class B
the lesser of 5.101% per annum or the Weighted Average Net   Certificate as of the Issue Date: $[_________]
Mortgage Rate.

Date of Pooling and Servicing Agreement:  December 1, 2002   Class Principal Balance of all the Class B Certificates
                                                             as of the Issue Date: $29,153,000

Cut-off Date:  With respect to any Mortgage Loan, the Due    Aggregate unpaid principal balance of the Mortgage Pool
Date for such Mortgage Loan in December 2002                 as of the respective Cut-off Dates of the Mortgage
                                                             Loans, after deducting payments of principal due on or
                                                             before such date, whether or not received:  $777,414,016

Issue Date:  December 19, 2002

First Distribution Date:  January 10, 2003                   Trustee: Wells Fargo Bank Minnesota, National
                                                             Association

Master Servicer and Special Servicer:                        CUSIP No. 361849VW9
GMAC Commercial Mortgage Corporation

Certificate No. B-1                                          ISIN No. US361849VW99
</TABLE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS
                                       1

<PAGE>

REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1 AND CLASS
X-2 CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE
AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1 AND CLASS A-2 CERTIFICATES OF THE SAME SERIES. IN ADDITION, FOLLOWING
THE DATE ON WHICH THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS C,
CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M,
CLASS N, CLASS O-1, CLASS O-2 AND CLASS P CERTIFICATES OF THE SAME SERIES IS
REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN
UNANTICIPATED EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                                       2
<PAGE>

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class B Certificate (obtained by dividing the
principal balance of this Class B Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class B Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class B
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer and Wells Fargo Bank Minnesota, National
Association, as Trustee. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
10th day of each month or, if such 10th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of the
Class B Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class B Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

     Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

                                       3
<PAGE>

     The Depositor's Mortgage Pass-Through Certificates, Series 2000-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Distribution Account and the Certificate Account may be made from time to time
for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     The Class B Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Class B
Certificates are exchangeable for new Class B Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class B Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

     No transfer of any Class B Certificate or any interest therein shall be
made (A) to any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to ERISA or Section 4975 of the Code
(each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing
such Certificate or interest therein on behalf of, as named fiduciary of, as
trustee of, or with "plan assets" of a Plan, unless such Plan qualifies as an
accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act and either (1) at the time of such transfer, such Certificate
continues to be rated in one of the top four rating categories by at least one
Rating Agency or (2) such Plan is an "insurance company general account" (within
the meaning of PTCE 95-60) and the conditions set forth in Sections I and III of
PTCE 95-60 have been satisfied as of the date of acquisition of such
Certificate. Each purchaser or transferee that is a Plan or is investing on
behalf of or with "plan assets" of a Plan will be deemed to have represented
that the foregoing conditions have been satisfied.

     No service charge will be imposed for any registration of transfer or
exchange of Class B Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
B Certificates.

     Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                                       4
<PAGE>

     Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier of: (i) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property remaining in the Trust Fund; (ii) as permitted,
but not required, by the Agreement, the purchase by the Master Servicer, the
Majority Certificateholder of the Controlling Class or the Depositor, at a price
determined as provided in the Agreement, of all Mortgage Loans and any REO
Properties remaining in the Trust Fund if the aggregate Stated Principal Balance
of the Mortgage Pool at the time of purchase is less than 1% of the aggregate
Cut-off Date Principal Balance of the Mortgage Pool specified on the face
hereof; or (iii) as permitted, but not required, by the Agreement, the exchange
by the Majority Certificateholder of the Controlling Class of all of the
Certificates (other than the Residual Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund on any Distribution Date
on which the aggregate Certificate Balance of the Class A, Class B, Class C,
Class D, Class E, Class F Certificates, Class G Certificates and Class H
Certificates is reduced to zero.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66-2/3% of the
Percentage Interests of each Class of affected Certificates. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of designated portions of the Trust Fund as a
REMIC, without the consent of the Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York applicable to agreements made and to be performed in said
State, and the
                                       5
<PAGE>

obligations, rights and remedies of the Holder hereof shall be determined in
accordance with such laws.
















                                       6
<PAGE>

     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                               Wells Fargo Bank Minnesota, National Association,
                               as Trustee

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class B Certificates referred to in the within-mentioned
Agreement.

Dated: December 19, 2002

                               Wells Fargo Bank Minnesota, National Association,
                               as Certificate Registrar

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory



                                       7
<PAGE>

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (please print or typewrite name and address including
                          postal zip code of assignee)

     1. the beneficial ownership interest in the Trust Fund evidenced by the
within Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

     I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Dated:

                                      ------------------------------------------
                                      Signature by or on behalf of Assignor


                                      ------------------------------------------
                                      Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to _________________________________________ for
the account of _________________________________________

     Distributions made by check (such check to be made payable to
_________________________________________) and all applicable statements and
notices should be mailed to _________________________________________


     This information is provided by _________________________________________,
the assignee named above, or _________________________________________, as its
agent.


                                       8
<PAGE>

                                                                     EXHIBIT A-6
                                                                     -----------

                           FORM OF CLASS C CERTIFICATE

                                CLASS C MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C3

     evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                                          <C>
Pass-Through Rate:                                           Certificate Principal Balance of this Class C
the lesser of 5.185% per annum or the Weighted Average Net   Certificate as of the Issue Date: $[_________]
Mortgage Rate

Date of Pooling and Servicing Agreement:  December 1, 2002   Class Principal Balance of all the Class C Certificates
                                                             as of the Issue Date: $11,661,000

Cut-off Date:  With respect to any Mortgage Loan, the Due    Aggregate unpaid principal balance of the Mortgage Pool
Date for such Mortgage Loan in December 2002                 as of the respective Cut-off Dates of the Mortgage

                                                             Loans, after deducting payments of principal due on or
                                                             before such date, whether or not received:  $777,414,016

Issue Date:  December 19, 2002

First Distribution Date:  January 10, 2003                   Trustee: Wells Fargo Bank Minnesota, National
                                                             Association

Master Servicer and Special Servicer:                        CUSIP No. 361849VX7
GMAC Commercial Mortgage Corporation

Certificate No. C-1                                          ISIN No. US361849VX72
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY

<PAGE>

PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2 AND CLASS B CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED
IN THE AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2 AND CLASS B CERTIFICATES OF THE SAME SERIES. IN ADDITION,
FOLLOWING THE DATE ON WHICH THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE
CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M,
CLASS N, CLASS O-1, CLASS O-2 AND CLASS P CERTIFICATES OF THE SAME SERIES IS
REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN
UNANTICIPATED EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                                       2
<PAGE>

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class C Certificate (obtained by dividing the
principal balance of this Class C Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class C Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class C
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer and Wells Fargo Bank Minnesota, National
Association, as Trustee. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
10th day of each month or, if such 10th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of the
Class C Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class C Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

     Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

                                       3
<PAGE>

     The Depositor's Mortgage Pass-Through Certificates, Series 2002-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Distribution Account and the Certificate Account may be made from time to time
for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     The Class C Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Class C
Certificates are exchangeable for new Class C Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class B Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

     No transfer of any Class C Certificate or any interest therein shall be
made (A) to any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to ERISA or Section 4975 of the Code
(each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing
such Certificate or interest therein on behalf of, as named fiduciary of, as
trustee of, or with "plan assets" of a Plan, unless such Plan qualifies as an
accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act and either (1) at the time of such transfer, such Certificate
continues to be rated in one of the top four rating categories by at least one
Rating Agency or (2) such Plan is an "insurance company general account" (within
the meaning of PTCE 95-60) and the conditions set forth in Sections I and III of
PTCE 95-60 have been satisfied as of the date of acquisition of such
Certificate. Each purchaser or transferee that is a Plan or is investing on
behalf of or with "plan assets" of a Plan will be deemed to have represented
that the foregoing conditions have been satisfied.

     No service charge will be imposed for any registration of transfer or
exchange of Class C Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
C Certificates.

     Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                                       4
<PAGE>

     Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier of: (i) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property remaining in the Trust Fund; (ii) as permitted,
but not required, by the Agreement, the purchase by the Master Servicer, the
Majority Certificateholder of the Controlling Class or the Depositor, at a price
determined as provided in the Agreement, of all Mortgage Loans and any REO
Properties remaining in the Trust Fund if the aggregate Stated Principal Balance
of the Mortgage Pool at the time of purchase is less than 1% of the aggregate
Cut-off Date Principal Balance of the Mortgage Pool specified on the face
hereof; or (iii) as permitted, but not required, by the Agreement, the exchange
by the Majority Certificateholder of the Controlling Class of all of the
Certificates (other than the Residual Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund on any Distribution Date
on which the aggregate Certificate Balance of the Class A, Class B, Class C,
Class D, Class E, Class F Certificates, Class G Certificates and Class H
Certificates is reduced to zero.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66-2/3% of the
Percentage Interests of each Class of affected Certificates. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of designated portions of the Trust Fund as a
REMIC, without the consent of the Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York applicable to agreements made and to be performed in said
State, and the

                                       5
<PAGE>

obligations, rights and remedies of the Holder hereof shall be determined in
accordance with such laws.






















                                       6
<PAGE>

     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                               Wells Fargo Bank Minnesota, National Association,
                               as Trustee

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class C Certificates referred to in the within-mentioned
Agreement.

Dated:  December 19, 2002

                               Wells Fargo Bank Minnesota, National Association,
                               as Certificate Registrar

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory









                                       7
<PAGE>

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (please print or typewrite name and address including
                          postal zip code of assignee)

     the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

          I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Dated:

                                      ------------------------------------------
                                      Signature by or on behalf of Assignor



                                      ------------------------------------------
                                      Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to
______________________________________________ for the account of
______________________________________________

     Distributions made by check (such check to be made payable to
______________________________________________) and all applicable statements
and notices should be mailed to ______________________________________________

     This information is provided by
______________________________________________, the assignee named above, or
______________________________________________, as its agent.



                                        8
<PAGE>

                                                                     EXHIBIT A-7
                                                                     -----------

                           FORM OF CLASS D CERTIFICATE

                                CLASS D MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

<TABLE>
<CAPTION>
                                     GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<S>                                                          <C>
Pass-Through Rate:                                           Certificate Principal Balance of this Class D
the lesser of 5.270% per annum or the Weighted Average Net   Certificate as of the Issue Date: $[_________]
Mortgage Rate
Date of Pooling and Servicing Agreement:  December 1, 2002   Class Principal Balance of all the Class D Certificates
                                                             as of the Issue Date: $18,463,000

Cut-off Date:  With respect to any Mortgage Loan, the Due    Aggregate unpaid principal balance of the Mortgage Pool
Date for such Mortgage Loan in December 2002                 as of the respective Cut-off Dates of the Mortgage
                                                             Loans, after deducting payments of principal due on or
                                                             before such date, whether or not received:  $777,414,016

Issue Date:  December 19, 2002

First Distribution Date:  January 10, 2003                   Trustee: Wells Fargo Bank Minnesota, National
                                                             Association

Master Servicer and Special Servicer:                        CUSIP No. 361849VY5
GMAC Commercial Mortgage Corporation

Certificate No. D-1                                          ISIN No. US361849VY55
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS

                                       1
<PAGE>

REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B AND CLASS C CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT
PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B AND CLASS C CERTIFICATES OF THE SAME SERIES. IN
ADDITION, FOLLOWING THE DATE ON WHICH THE AGGREGATE CERTIFICATE PRINCIPAL
BALANCE OF THE CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L,
CLASS M, CLASS N, CLASS O-1, CLASS O-2 AND CLASS P CERTIFICATES OF THE SAME
SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE
MAY BE REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN
UNANTICIPATED EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                                       2
<PAGE>

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class D Certificate (obtained by dividing the
principal balance of this Class D Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class D Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class D
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer and Wells Fargo Bank Minnesota, National
Association, as Trustee. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
10th day of each month or, if such 10th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of the
Class D Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class D Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

     Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

                                       3
<PAGE>

     The Depositor's Mortgage Pass-Through Certificates, Series 2002-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Distribution Account and the Certificate Account may be made from time to time
for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     The Class D Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Class D
Certificates are exchangeable for new Class D Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class D Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

     No transfer of any Class D Certificate or any interest therein shall be
made (A) to any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to ERISA or Section 4975 of the Code
(each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing
such Certificate or interest therein on behalf of, as named fiduciary of, as
trustee of, or with "plan assets" of a Plan, unless such Plan qualifies as an
accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act and either (1) at the time of such transfer, such Certificate
continues to be rated in one of the top four rating categories by at least one
Rating Agency or (2) such Plan is an "insurance company general account" (within
the meaning of PTCE 95-60) and the conditions set forth in Sections I and III of
PTCE 95-60 have been satisfied as of the date of acquisition of such
Certificate. Each purchaser or transferee that is a Plan or is investing on
behalf of or with "plan assets" of a Plan will be deemed to have represented
that the foregoing conditions have been satisfied.

     No service charge will be imposed for any registration of transfer or
exchange of Class D Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
D Certificates.

     Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                                       4
<PAGE>

     Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier of: (i) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property remaining in the Trust Fund; (ii) as permitted,
but not required, by the Agreement, the purchase by the Master Servicer, the
Majority Certificateholder of the Controlling Class or the Depositor, at a price
determined as provided in the Agreement, of all Mortgage Loans and any REO
Properties remaining in the Trust Fund if the aggregate Stated Principal Balance
of the Mortgage Pool at the time of purchase is less than 1% of the aggregate
Cut-off Date Principal Balance of the Mortgage Pool specified on the face
hereof; or (iii) as permitted, but not required, by the Agreement, the exchange
by the Majority Certificateholder of the Controlling Class of all of the
Certificates (other than the Residual Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund on any Distribution Date
on which the aggregate Certificate Balance of the Class A, Class B, Class C,
Class D, Class E, Class F Certificates, Class G Certificates and Class H
Certificates is reduced to zero.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66-2/3% of the
Percentage Interests of each Class of affected Certificates. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of designated portions of the Trust Fund as a
REMIC, without the consent of the Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York applicable to agreements made and to be performed in said
State, and the

                                       5
<PAGE>

obligations, rights and remedies of the Holder hereof shall be determined in
accordance with such laws.











                                       6
<PAGE>

     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                               Wells Fargo Bank Minnesota, National Association,
                               as Trustee

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory


                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class D Certificates referred to in the within-mentioned
Agreement.

Dated:  December 19, 2002

                               Wells Fargo Bank Minnesota, National Association,
                               as Certificate Registrar

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory


                                       7
<PAGE>

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (please print or typewrite name and address including
                          postal zip code of assignee)

     the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

          I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Dated:

                                      ------------------------------------------
                                      Signature by or on behalf of Assignor


                                      ------------------------------------------
                                      Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to _____________________________________________
for the account of_____________________________________________

     Distributions made by check (such check to be made payable to
_____________________________________________) and all applicable statements and
notices should be mailed to_____________________________________________

     This information is provided by _______________________________________,
the assignee named above, _____________________________________________, as its
agent.








                                       8
<PAGE>

                                                                     EXHIBIT A-8
                                                                     -----------

                           FORM OF CLASS E CERTIFICATE

                                CLASS E MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C3

     evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

<TABLE>
<CAPTION>
                                     GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<S>                                                          <C>
Pass-Through Rate:                                           Certificate Principal Balance of this Class E
the lesser of 5.339% per annum or the Weighted Average       Certificate as of the Issue Date: $[_________]
Net Mortgage Rate

Date of Pooling and Servicing Agreement:  December 1, 2002   Class Principal Balance of all the Class E Certificates
                                                             as of the Issue Date: $11,661,000

Cut-off Date:  With respect to any Mortgage Loan, the Due    Aggregate unpaid principal balance of the Mortgage Pool
Date for such Mortgage Loan in December 2002                 as of the respective Cut-off Dates of the Mortgage
                                                             Loans, after deducting payments of principal due on or
                                                             before such date, whether or not received:  $777,414,016

Issue Date:  December 19, 2002

First Distribution Date:  January 10, 2002                   Trustee: Wells Fargo Bank Minnesota, National
                                                             Association

Master Servicer and Special Servicer:                        CUSIP No. 361849VZ2
GMAC Commercial Mortgage Corporation

Certificate No. E-1                                          ISIN No. US361849VZ21
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,

                                       1
<PAGE>

PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C AND CLASS D CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C AND CLASS D CERTIFICATES OF THE SAME
SERIES. IN ADDITION, FOLLOWING THE DATE ON WHICH THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCES OF THE CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L,
CLASS M, CLASS N, CLASS O-1, CLASS O-2 AND CLASS P CERTIFICATES OF THE SAME
SERIES ARE REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND
CERTAIN UNANTICIPATED EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                                       2
<PAGE>

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class E Certificate (obtained by dividing the
principal balance of this Class E Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class E Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class E
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer and Wells Fargo Bank Minnesota, National
Association, as Trustee. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
10th day of each month or, if such 10th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of the
Class E Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class E Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

     Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

                                       3
<PAGE>

     The Depositor's Mortgage Pass-Through Certificates, Series 2002-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Distribution Account and the Certificate Account may be made from time to time
for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     The Class E Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Class E
Certificates are exchangeable for new Class E Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class E Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

     No transfer of any Class E Certificate or any interest therein shall be
made (A) to any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to ERISA or Section 4975 of the Code
(each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing
such Certificate or interest therein on behalf of, as named fiduciary of, as
trustee of, or with "plan assets" of a Plan, unless such Plan qualifies as an
accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act and either (1) at the time of such transfer, such Certificate
continues to be rated in one of the top four rating categories by at least one
Rating Agency or (2) such Plan is an "insurance company general account" (within
the meaning of PTCE 95-60) and the conditions set forth in Sections I and III of
PTCE 95-60 have been satisfied as of the date of acquisition of such
Certificate. Each purchaser or transferee that is a Plan or is investing on
behalf of or with "plan assets" of a Plan will be deemed to have represented
that the foregoing conditions have been satisfied.

     No service charge will be imposed for any registration of transfer or
exchange of Class E Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
E Certificates.

     Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                                       4
<PAGE>

     Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier of: (i) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property remaining in the Trust Fund; (ii) as permitted,
but not required, by the Agreement, the purchase by the Master Servicer, the
Majority Certificateholder of the Controlling Class or the Depositor, at a price
determined as provided in the Agreement, of all Mortgage Loans and any REO
Properties remaining in the Trust Fund if the aggregate Stated Principal Balance
of the Mortgage Pool at the time of purchase is less than 1% of the aggregate
Cut-off Date Principal Balance of the Mortgage Pool specified on the face
hereof; or (iii) as permitted, but not required, by the Agreement, the exchange
by the Majority Certificateholder of the Controlling Class of all of the
Certificates (other than the Residual Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund on any Distribution Date
on which the aggregate Certificate Balance of the Class A, Class B, Class C,
Class D, Class E, Class F Certificates, Class G Certificates and Class H
Certificates is reduced to zero.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66-2/3% of the
Percentage Interests of each Class of affected Certificates. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of designated portions of the Trust Fund as a
REMIC, without the consent of the Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York applicable to agreements made and to be performed in said
State, and the

                                       5
<PAGE>

obligations, rights and remedies of the Holder hereof shall be determined in
accordance with such laws.


















                                       6
<PAGE>

     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                               Wells Fargo Bank Minnesota, National Association,
                               as Trustee

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class E Certificates referred to in the within-mentioned
Agreement.

Dated:  December 19, 2002

                               Wells Fargo Bank Minnesota, National Association,
                               as Certificate Registrar

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory










                                       7

<PAGE>

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (please print or typewrite name and address including
                          postal zip code of assignee)

     the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

          I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Dated:

                                      ------------------------------------------
                                      Signature by or on behalf of Assignor

                                      ------------------------------------------
                                      Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to _________________________________________ for
the account of _________________________________________

     Distributions made by check (such check to be made payable to
_________________________________________) and all applicable statements and
notices should be mailed to _________________________________________

     This information is provided by _________________________________________,
the assignee named above, or _________________________________________, as its
agent.



                                        8
<PAGE>

                                                                     EXHIBIT A-9
                                                                     -----------

                           FORM OF CLASS F CERTIFICATE

                                CLASS F MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C3

                  evidencing a beneficial ownership interest in a trust fund
(the "Trust Fund") consisting primarily of a pool (the "Mortgage Pool") of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

<TABLE>
<CAPTION>
                                     GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<S>                                                          <C>
Pass-Through Rate:                                           Certificate Principal Balance of this Class F
the lesser of 5.733% per annum or the Weighted Average       Certificate as of the Issue Date: $[________]

Net Mortgage Rate

Date of Pooling and Servicing Agreement:  December 1, 2002   Class Principal Balance of all the Class F Certificates
                                                             as of the Issue Date: $9,717,000

Cut-off Date:  With respect to any Mortgage Loan, the Due    Aggregate unpaid principal balance of the Mortgage Pool
Date for such Mortgage Loan in December 2002                 as of the respective Cut-off Dates of the Mortgage
                                                             Loans, after deducting payments of principal due on or
                                                             before such date, whether or not received:  $777,414,016

Issue Date:  December 19, 2002

First Distribution Date:  January 10, 2003                   Trustee: Wells Fargo Bank Minnesota, National
                                                             Association

Master Servicer and Special Servicer:                        CUSIP No. 361849WC2
GMAC Commercial Mortgage Corporation

Certificate No. F-1                                          ISIN No. US361849WC27
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY

                                       1
<PAGE>

PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D AND CLASS E CERTIFICATES OF THE SAME SERIES, AS
AND TO THE EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D AND CLASS E CERTIFICATES OF THE
SAME SERIES. IN ADDITION, FOLLOWING THE DATE ON WHICH THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCES OF THE CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M,
CLASS N, CLASS O-1, CLASS O-2 AND CLASS P CERTIFICATES OF THE

<PAGE>

SAME SERIES ARE REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND
CERTAIN UNANTICIPATED EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class F Certificate (obtained by dividing the
principal balance of this Class F Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class F Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class F
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer and Wells Fargo Bank Minnesota, National
Association, as Trustee. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
10th day of each month or, if such 10th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of the
Class F Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class F Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the

<PAGE>

Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

     Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

     The Depositor's Mortgage Pass-Through Certificates, Series 2002-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Distribution Account and the Certificate Account may be made from time to time
for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     The Class F Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Class F
Certificates are exchangeable for new Class F Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class F Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

     No transfer of any Class F Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the Securities
Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class F Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class F Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
F Certificates for its own account or for

<PAGE>

the account of a qualified institutional buyer, and that it understands that
such Class F Certificates may be resold, pledged or transferred only (a) to a
person reasonably believed to be a qualified institutional buyer that purchases
for its own account or for the account of a qualified institutional buyer to
whom notice is given that the resale, pledge or transfer is being made in
reliance on Rule 144A, or (b) pursuant to another exemption from registration
under the Securities Act. None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify the Class F Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class F Certificate
without registration or qualification. Any Class F Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class F Certificate
agrees to, indemnify the Depositor, the Trustee and the Certificate Registrar
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

     No transfer of any Class F Certificate or any interest therein shall be
made (A) to any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to ERISA or Section 4975 of the Code
(each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing
such Certificate or interest therein on behalf of, as named fiduciary of, as
trustee of, or with "plan assets" of a Plan, unless such Plan qualifies as an
accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act and either (1) at the time of such transfer, such Certificate
continues to be rated in one of the top four rating categories by at least one
Rating Agency or (2) such Plan is an "insurance company general account" (within
the meaning of PTCE 95-60) and the conditions set forth in Sections I and III of
PTCE 95-60 have been satisfied as of the date of acquisition of such
Certificate. Each purchaser or transferee that is a Plan or is investing on
behalf of or with "plan assets" of a Plan will be deemed to have represented
that the foregoing conditions have been satisfied.

     No service charge will be imposed for any registration of transfer or
exchange of Class F Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
F Certificates.

     Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

     Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier of: (i) the final
payment or other liquidation (or any advance with respect


<PAGE>

thereto) of the last Mortgage Loan or REO Property remaining in the Trust Fund;
(ii) as permitted, but not required, by the Agreement, the purchase by the
Master Servicer, the Majority Certificateholder of the Controlling Class or the
Depositor, at a price determined as provided in the Agreement, of all Mortgage
Loans and any REO Properties remaining in the Trust Fund if the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase is less than 1%
of the aggregate Cut-off Date Principal Balance of the Mortgage Pool specified
on the face hereof; or (iii) as permitted, but not required, by the Agreement,
the exchange by the Majority Certificateholder of the Controlling Class of all
of the Certificates (other than the Residual Certificates) for all of the
Mortgage Loans and each REO Property remaining in the Trust Fund on any
Distribution Date on which the aggregate Certificate Balance of the Class A,
Class B, Class C, Class D, Class E, Class F Certificates, Class G Certificates
and Class H Certificates is reduced to zero.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66-2/3% of the
Percentage Interests of each Class of affected Certificates. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of designated portions of the Trust Fund as a
REMIC, without the consent of the Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


<PAGE>

     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                               Wells Fargo Bank Minnesota, National Association,
                               as Trustee

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class F Certificates referred to in the within-mentioned
Agreement.

Dated:  December 19, 2002

                               Wells Fargo Bank Minnesota, National Association,
                               as Certificate Registrar

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory


<PAGE>

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the issuance of a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Mortgage Pass-Through Certificate to the
following address:


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Dated:

                                      ------------------------------------------
                                      Signature by or on behalf of Assignor


                                      ------------------------------------------
                                      Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to _____________________________________________
for the account of _____________________________________________

     Distributions made by check (such check to be made payable to
_____________________________________________) and all applicable statements and
notices should be mailed to ____________________________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.

<PAGE>

                                                                    EXHIBIT A-10
                                                                    ------------

                           FORM OF CLASS G CERTIFICATE

                                CLASS G MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C3

     evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

<TABLE>
<CAPTION>
                                     GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<S>                                                          <C>
Pass-Through Rate:                                           Certificate Principal Balance of this Class G
the lesser of 5.831% per annum or the Weighted Average       Certificate as of the Issue Date: $[________]

Net Mortgage Rate
Date of Pooling and Servicing Agreement:  December 1, 2002   Class Principal Balance of all the Class G Certificates
                                                             as of the Issue Date: $9,718,000

Cut-off Date:  With respect to any Mortgage Loan, the Due    Aggregate unpaid principal balance of the Mortgage Pool
Date for such Mortgage Loan in December 2002                 as of the respective Cut-off Dates of the Mortgage
                                                             Loans, after deducting payments of principal due on or
                                                             before such date, whether or not received:  $777,414,016

Issue Date:  December 19, 2002

First Distribution Date:  January 10, 2003                   Trustee: Wells Fargo Bank Minnesota, National
                                                             Association

Master Servicer and Special Servicer:                        CUSIP No. 361849WD0
GMAC Commercial Mortgage Corporation

Certificate No. G-1                                          ISIN No. US361849WD00
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY

<PAGE>

PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D, CLASS E AND CLASS F CERTIFICATES OF THE SAME
SERIES, AS AND TO THE EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D, CLASS E AND CLASS F
CERTIFICATES OF THE SAME SERIES. IN ADDITION, FOLLOWING THE DATE ON WHICH THE
AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS H, CLASS J, CLASS K, CLASS
L, CLASS M, CLASS N, CLASS O-1, CLASS O-2 AND CLASS P

                                       2
<PAGE>

CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE MAY BE REDUCED IN CONNECTION WITH LOSSES ON THE
MORTGAGE LOANS AND CERTAIN UNANTICIPATED EXPENSES. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class G Certificate (obtained by dividing the
principal balance of this Class G Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class G Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class G
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer and Wells Fargo Bank Minnesota, National
Association, as Trustee. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
10th day of each month or, if such 10th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of the
Class G Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class G Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the

                                       3
<PAGE>

Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

     Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

     The Depositor's Mortgage Pass-Through Certificates, Series 2002-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Distribution Account and the Certificate Account may be made from time to time
for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     The Class G Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Class G
Certificates are exchangeable for new Class G Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class G Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

     No transfer of any Class G Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the Securities
Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class G Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class G Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
G Certificates for its own account or for

                                       4
<PAGE>

the account of a qualified institutional buyer, and that it understands that
such Class G Certificates may be resold, pledged or transferred only (a) to a
person reasonably believed to be a qualified institutional buyer that purchases
for its own account or for the account of a qualified institutional buyer to
whom notice is given that the resale, pledge or transfer is being made in
reliance on Rule 144A, or (b) pursuant to another exemption from registration
under the Securities Act. None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify the Class G Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class G Certificate
without registration or qualification. Any Class G Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class G Certificate
agrees to, indemnify the Depositor, the Trustee and the Certificate Registrar
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

     No transfer of any Class G Certificate or any interest therein shall be
made (A) to any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to ERISA or Section 4975 of the Code
(each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing
such Certificate or interest therein on behalf of, as named fiduciary of, as
trustee of, or with "plan assets" of a Plan, unless such Plan qualifies as an
accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act and either (1) at the time of such transfer, such Certificate
continues to be rated in one of the top four rating categories by at least one
Rating Agency or (2) such Plan is an "insurance company general account" (within
the meaning of PTCE 95-60) and the conditions set forth in Sections I and III of
PTCE 95-60 have been satisfied as of the date of acquisition of such
Certificate. Each purchaser or transferee that is a Plan or is investing on
behalf of or with "plan assets" of a Plan will be deemed to have represented
that the foregoing conditions have been satisfied.

     No service charge will be imposed for any registration of transfer or
exchange of Class G Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
G Certificates.

     Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

     Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier of: (i) the final
payment or other liquidation (or any advance with respect

                                       5
<PAGE>

thereto) of the last Mortgage Loan or REO Property remaining in the Trust Fund;
(ii) as permitted, but not required, by the Agreement, the purchase by the
Master Servicer, the Majority Certificateholder of the Controlling Class or the
Depositor, at a price determined as provided in the Agreement, of all Mortgage
Loans and any REO Properties remaining in the Trust Fund if the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase is less than 1%
of the aggregate Cut-off Date Principal Balance of the Mortgage Pool specified
on the face hereof; or (iii) as permitted, but not required, by the Agreement,
the exchange by the Majority Certificateholder of the Controlling Class of all
of the Certificates (other than the Residual Certificates) for all of the
Mortgage Loans and each REO Property remaining in the Trust Fund on any
Distribution Date on which the aggregate Certificate Balance of the Class A,
Class B, Class C, Class D, Class E, Class F Certificates, Class G Certificates
and Class H Certificates is reduced to zero.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66-2/3% of the
Percentage Interests of each Class of affected Certificates. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of designated portions of the Trust Fund as a
REMIC, without the consent of the Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                       6
<PAGE>

     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                               Wells Fargo Bank Minnesota, National Association,
                               as Trustee


                               By:
                                  ----------------------------------------------
                                  Authorized Signatory

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class G Certificates referred to in the within-mentioned
Agreement.

Dated:  December 19, 2002

                               Wells Fargo Bank Minnesota, National Association,
                               as Certificate Registrar

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory


                                       7
<PAGE>

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

     I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Dated:

                                      ------------------------------------------
                                      Signature by or on behalf of Assignor


                                      ------------------------------------------
                                      Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to _____________________________________________
for the account of _____________________________________________________________

     Distributions made by check (such check to be made payable to
___________________________________________) and all applicable statements and
notices should be mailed to ____________________________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.

                                       8
<PAGE>

                                                                    EXHIBIT A-11
                                                                    ------------

                           FORM OF CLASS H CERTIFICATE

                                CLASS H MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

<TABLE>
<CAPTION>
                                     GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<S>                                                          <C>
Pass-Through Rate:                                           Certificate Principal Balance of this Class H
the Weighted Average Net Mortgage Rate less 5.944%           Certificate as of the Issue Date: $[________]

Date of Pooling and Servicing Agreement:  December 1, 2002   Class Principal Balance of all the Class H Certificates
                                                             as of the Issue Date: $9,718,000

Cut-off Date:  With respect to any Mortgage Loan, the Due    Aggregate unpaid principal balance of the Mortgage Pool
Date for such Mortgage Loan in December 2002                 as of the respective Cut-off Dates of the Mortgage
                                                             Loans, after deducting payments of principal due on or
                                                             before such date, whether or not received:  $777,414,016

Issue Date:  December 19, 2002

First Distribution Date:  January 10, 2003                   Trustee: Wells Fargo Bank Minnesota, National
                                                             Association

Master Servicer and Special Servicer:                        CUSIP No. 361849WE8
GMAC Commercial Mortgage Corporation

Certificate No. H-1                                          ISIN No. US361849WE82
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY

                                       1
<PAGE>

PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F AND CLASS G CERTIFICATES OF THE
SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F AND CLASS G
CERTIFICATES OF THE SAME SERIES. IN ADDITION, FOLLOWING THE DATE ON WHICH THE
AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS J, CLASS K, CLASS L, CLASS
M, CLASS N, CLASS O-1, CLASS O-2 AND CLASS P CERTIFICATES OF THE

                                       2
<PAGE>

SAME SERIES ARE REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND
CERTAIN UNANTICIPATED EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class H Certificate (obtained by dividing the
principal balance of this Class H Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class H Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class H
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer and Wells Fargo Bank Minnesota, National
Association, as Trustee. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
10th day of each month or, if such 10th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of the
Class H Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class H Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the

                                        3
<PAGE>

Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

     Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

     The Depositor's Mortgage Pass-Through Certificates, Series 2002-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Distribution Account and the Certificate Account may be made from time to time
for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     The Class H Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Class H
Certificates are exchangeable for new Class H Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class H Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

     No transfer of any Class H Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the Securities
Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class H Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class H Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
H Certificates for its own account or for

                                       4
<PAGE>

the account of a qualified institutional buyer, and that it understands that
such Class H Certificates may be resold, pledged or transferred only (a) to a
person reasonably believed to be a qualified institutional buyer that purchases
for its own account or for the account of a qualified institutional buyer to
whom notice is given that the resale, pledge or transfer is being made in
reliance on Rule 144A, or (b) pursuant to another exemption from registration
under the Securities Act. None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify the Class H Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class H Certificate
without registration or qualification. Any Class H Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class H Certificate
agrees to, indemnify the Depositor, the Trustee and the Certificate Registrar
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

     No transfer of any Class H Certificate or any interest therein shall be
made (A) to any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to ERISA or Section 4975 of the Code
(each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing
such Certificate or interest therein on behalf of, as named fiduciary of, as
trustee of, or with "plan assets" of a Plan, unless such Plan qualifies as an
accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act and either (1) at the time of such transfer, such Certificate
continues to be rated in one of the top four rating categories by at least one
Rating Agency or (2) such Plan is an "insurance company general account" (within
the meaning of PTCE 95-60) and the conditions set forth in Sections I and III of
PTCE 95-60 have been satisfied as of the date of acquisition of such
Certificate. Each purchaser or transferee that is a Plan or is investing on
behalf of or with "plan assets" of a Plan will be deemed to have represented
that the foregoing conditions have been satisfied.

     No service charge will be imposed for any registration of transfer or
exchange of Class H Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
H Certificates.

     Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

     Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier of: (i) the final
payment or other liquidation (or any advance with respect

                                       5
<PAGE>

thereto) of the last Mortgage Loan or REO Property remaining in the Trust Fund;
(ii) as permitted, but not required, by the Agreement, the purchase by the
Master Servicer, the Majority Certificateholder of the Controlling Class or the
Depositor, at a price determined as provided in the Agreement, of all Mortgage
Loans and any REO Properties remaining in the Trust Fund if the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase is less than 1%
of the aggregate Cut-off Date Principal Balance of the Mortgage Pool specified
on the face hereof; or (iii) as permitted, but not required, by the Agreement,
the exchange by the Majority Certificateholder of the Controlling Class of all
of the Certificates (other than the Residual Certificates) for all of the
Mortgage Loans and each REO Property remaining in the Trust Fund on any
Distribution Date on which the aggregate Certificate Balance of the Class A,
Class B, Class C, Class D, Class E, Class F Certificates, Class G Certificates
and Class H Certificates is reduced to zero.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66-2/3% of the
Percentage Interests of each Class of affected Certificates. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of designated portions of the Trust Fund as a
REMIC, without the consent of the Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.

                                       6
<PAGE>

     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                               Wells Fargo Bank Minnesota, National Association,
                               as Trustee

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class H Certificates referred to in the within-mentioned
Agreement.

Dated:  December 19, 2002

                               Wells Fargo Bank Minnesota, National Association,
                               as Certificate Registrar

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory



                                       7
<PAGE>

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

     I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Dated:

                                      ------------------------------------------
                                      Signature by or on behalf of Assignor


                                      ------------------------------------------
                                      Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to _____________________________________________
for the account of______________________________________________________________

         Distributions made by check (such check to be made payable to
___________________________________________) and all applicable statements and
notices should be mailed to ____________________________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or___________________________________________________,
as its agent.

                                       8
<PAGE>

                                                                    EXHIBIT A-12
                                                                    ------------

                           FORM OF CLASS J CERTIFICATE

                                CLASS J MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

<TABLE>
<CAPTION>
                                     GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<S>                                                          <C>
Pass-Through Rate:                                           Certificate Principal Balance of this Class J
lesser of 5.250% per annum or the Weighted Average Net       Certificate as of the Issue Date: $[________]

Mortgage Rate.
Date of Pooling and Servicing Agreement:  December 1, 2002   Class Principal Balance of all the Class J Certificates
                                                             as of the Issue Date: $18,464,000

Cut-off Date:  With respect to any Mortgage Loan, the Due    Aggregate unpaid principal balance of the Mortgage Pool
Date for such Mortgage Loan in December 2002                 as of the respective Cut-off Dates of the Mortgage
                                                             Loans, after deducting payments of principal due on or
                                                             before such date, whether or not received:  $777,414,016

Issue Date:  December 19, 2002

First Distribution Date:  January 10, 2003                   Trustee: Wells Fargo Bank Minnesota, National
                                                             Association

Master Servicer and Special Servicer:                        CUSIP No. 361849 WF 5
GMAC Commercial Mortgage Corporation

Certificate No. J-1                                          ISIN No. US361849WF57
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY

<PAGE>

PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G AND CLASS H
CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE AGREEMENT
REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G AND
CLASS H CERTIFICATES OF THE SAME SERIES. IN ADDITION, FOLLOWING THE DATE ON
WHICH THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS K, CLASS L,
CLASS M, CLASS N, CLASS O-1, CLASS 0-2 AND CLASS P CERTIFICATES OF THE SAME

                                       2
<PAGE>

SERIES ARE REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND
CERTAIN UNANTICIPATED EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class J Certificate (obtained by dividing the
principal balance of this Class J Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class J Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class J
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer and Wells Fargo Bank Minnesota, National
Association, as Trustee. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
10th day of each month or, if such 10th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of the
Class J Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class J Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the

                                       3
<PAGE>

Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

     Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

     The Depositor's Mortgage Pass-Through Certificates, Series 2002-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Distribution Account and the Certificate Account may be made from time to time
for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     The Class J Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Class J
Certificates are exchangeable for new Class J Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class J Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

     No transfer of any Class J Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the Securities
Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class J Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class J Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
J Certificates for its own account or for the account

                                       4
<PAGE>

of a qualified institutional buyer, and that it understands that such Class J
Certificates may be resold, pledged or transferred only (a) to a person
reasonably believed to be a qualified institutional buyer that purchases for its
own account or for the account of a qualified institutional buyer to whom notice
is given that the resale, pledge or transfer is being made in reliance on Rule
144A, or (b) pursuant to another exemption from registration under the
Securities Act. None of the Depositor, the Trustee or the Certificate Registrar
is obligated to register or qualify the Class J Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class J Certificate
without registration or qualification. Any Class J Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class J Certificate
agrees to, indemnify the Depositor, the Trustee and the Certificate Registrar
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

     Any purchaser of a Class J Certificate or any interest therein will be
deemed to have represented by such purchase that either (a) such purchaser is
not an employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to ERISA or Section 4975 of the Code
(each a "Plan") and is not purchasing such Certificate by or on behalf of, or
with "plan assets" of, any Plan or (b) the purchase of any such Certificate by
or on behalf of, or with "plan assets" of, any Plan is permissible under
applicable law, will not result in any non-exempt prohibited transaction under
ERISA or Section 4975 of the Code, and will not subject the Depositor, the
Trustee or the Master Servicer to any obligation in addition to those undertaken
in the Agreement, and the following conditions are met: (i) such Plan qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act, (ii) the source of funds used to purchase such Certificate is an
"insurance company general account" (as such term is defined in PTCE 95-60) and
(iii) the conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied as of the date of the acquisition of such Certificate. The Trustee may
require that any prospective transferee of a Class J Certificate that is held as
a Definitive Certificate provide such certifications as the Trustee may deem
desirable or necessary in order to establish that such transferee or the Person
in whose name such registration is requested is not a Plan or a Person who is
directly or indirectly purchasing such Certificate on behalf of, as named
fiduciary of, as trustee of, or with "plan assets" of a Plan or that the
conditions of an acceptable alternative representation are satisfied.

     No service charge will be imposed for any registration of transfer or
exchange of Class J Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
J Certificates.

     Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

     Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special

                                       5
<PAGE>

Servicer, the Trustee, the Certificate Registrar or any such agent shall be
affected by notice to the contrary.

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier of: (i) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property remaining in the Trust Fund; (ii) as permitted,
but not required, by the Agreement, the purchase by the Master Servicer, the
Majority Certificateholder of the Controlling Class or the Depositor, at a price
determined as provided in the Agreement, of all Mortgage Loans and any REO
Properties remaining in the Trust Fund if the aggregate Stated Principal Balance
of the Mortgage Pool at the time of purchase is less than 1% of the aggregate
Cut-off Date Principal Balance of the Mortgage Pool specified on the face
hereof; or (iii) as permitted, but not required, by the Agreement, the exchange
by the Majority Certificateholder of the Controlling Class of all of the
Certificates (other than the Residual Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund on any Distribution Date
on which the aggregate Certificate Balance of the Class A, Class B, Class C,
Class D, Class E, Class F Certificates, Class G Certificates and Class H
Certificates is reduced to zero.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66-2/3% of the
Percentage Interests of each Class of affected Certificates. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of designated portions of the Trust Fund as a
REMIC, without the consent of the Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.

                                       6
<PAGE>

     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                               Wells Fargo Bank Minnesota, National Association,
                               as Trustee

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class J Certificates referred to in the within-mentioned
Agreement.

Dated:  December 19, 2002

                               Wells Fargo Bank Minnesota, National Association,
                               as Certificate Registrar

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory




                                       7
<PAGE>

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

     I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Dated:

                                      ------------------------------------------
                                      Signature by or on behalf of Assignor

                                      ------------------------------------------
                                      Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to _____________________________________________
for the account of _____________________________________________________________

         Distributions made by check (such check to be made payable to
___________________________________________) and all applicable statements and
notices should be mailed to ____________________________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or___________________________________________________,
as its agent.



                                       8
<PAGE>

                                                                    EXHIBIT A-13
                                                                    ------------

                           FORM OF CLASS K CERTIFICATE

                                CLASS K MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

<TABLE>
<CAPTION>
                                     GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<S>                                                          <C>
Pass-Through Rate:                                           Certificate Principal Balance of this Class K
lesser of 5.250% per annum or the Weighted Average Net       Certificate as of the Issue Date: $[________]

Mortgage Rate.
Date of Pooling and Servicing Agreement:  December 1, 2002   Class Principal Balance of all the Class K Certificates
                                                             as of the Issue Date: $8,746,000

Cut-off Date:  With respect to any Mortgage Loan, the Due    Aggregate unpaid principal balance of the Mortgage Pool
Date for such Mortgage Loan in December 2002                 as of the respective Cut-off Dates of the Mortgage
                                                             Loans, after deducting payments of principal due on or
                                                             before such date, whether or not received:  $777,414,016

Issue Date:  December 19, 2002

First Distribution Date:  January 10, 2003                   Trustee: Wells Fargo Bank Minnesota, National
                                                             Association

Master Servicer and Special Servicer:                        CUSIP No. 361849 WG 3
GMAC Commercial Mortgage Corporation

Certificate No. K-1                                          ISIN No. US361849WG31
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY

                                       1
<PAGE>

PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H AND CLASS J
CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE AGREEMENT
REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H AND CLASS J CERTIFICATES OF THE SAME SERIES. IN ADDITION, FOLLOWING THE
DATE ON WHICH THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS L, CLASS
M, CLASS N, CLASS O-1, CLASS 0-2 AND CLASS P CERTIFICATES OF THE SAME

                                       2
<PAGE>

SERIES ARE REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND
CERTAIN UNANTICIPATED EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class K Certificate (obtained by dividing the
principal balance of this Class K Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class K Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class K
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer and Wells Fargo Bank Minnesota, National
Association, as Trustee. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
10th day of each month or, if such 10th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of the
Class K Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class K Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

                                       3
<PAGE>

     Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

     The Depositor's Mortgage Pass-Through Certificates, Series 2002-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Distribution Account and the Certificate Account may be made from time to time
for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     The Class K Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Class K
Certificates are exchangeable for new Class K Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class K Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

     No transfer of any Class K Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the Securities
Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class K Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class K Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
K Certificates for its own account or for the account of a qualified
institutional buyer, and that it understands that such Class K Certificates may
be resold, pledged or transferred only (a) to a person reasonably believed to be
a qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act. None
of the Depositor, the Trustee or the Certificate

                                       4
<PAGE>

Registrar is obligated to register or qualify the Class K Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class K Certificate
without registration or qualification. Any Class K Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class K Certificate
agrees to, indemnify the Depositor, the Trustee and the Certificate Registrar
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

     Any purchaser of a Class K Certificate or any interest therein will be
deemed to have represented by such purchase that either (a) such purchaser is
not an employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to ERISA or Section 4975 of the Code
(each a "Plan") and is not purchasing such Certificate by or on behalf of, or
with "plan assets" of, any Plan or (b) the purchase of any such Certificate by
or on behalf of, or with "plan assets" of, any Plan is permissible under
applicable law, will not result in any non-exempt prohibited transaction under
ERISA or Section 4975 of the Code, and will not subject the Depositor, the
Trustee or the Master Servicer to any obligation in addition to those undertaken
in the Agreement, and the following conditions are met: (i) such Plan qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act, (ii) the source of funds used to purchase such Certificate is an
"insurance company general account" (as such term is defined in PTCE 95-60) and
(iii) the conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied as of the date of the acquisition of such Certificate. The Trustee may
require that any prospective transferee of a Class K Certificate that is held as
a Definitive Certificate provide such certifications as the Trustee may deem
desirable or necessary in order to establish that such transferee or the Person
in whose name such registration is requested is not a Plan or a Person who is
directly or indirectly purchasing such Certificate on behalf of, as named
fiduciary of, as trustee of, or with "plan assets" of a Plan or that the
conditions of an acceptable alternative representation are satisfied.

     No service charge will be imposed for any registration of transfer or
exchange of Class K Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
K Certificates.

     Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

     Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

                                       5
<PAGE>

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier of: (i) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property remaining in the Trust Fund; (ii) as permitted,
but not required, by the Agreement, the purchase by the Master Servicer, the
Majority Certificateholder of the Controlling Class or the Depositor, at a price
determined as provided in the Agreement, of all Mortgage Loans and any REO
Properties remaining in the Trust Fund if the aggregate Stated Principal Balance
of the Mortgage Pool at the time of purchase is less than 1% of the aggregate
Cut-off Date Principal Balance of the Mortgage Pool specified on the face
hereof; or (iii) as permitted, but not required, by the Agreement, the exchange
by the Majority Certificateholder of the Controlling Class of all of the
Certificates (other than the Residual Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund on any Distribution Date
on which the aggregate Certificate Balance of the Class A, Class B, Class C,
Class D, Class E, Class F Certificates, Class G Certificates and Class H
Certificates is reduced to zero.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66-2/3% of the
Percentage Interests of each Class of affected Certificates. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of designated portions of the Trust Fund as a
REMIC, without the consent of the Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                       6
<PAGE>

     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                               Wells Fargo Bank Minnesota, National Association,
                               as Trustee

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class K Certificates referred to in the within-mentioned
Agreement.

Dated:  December 19, 2002

                               Wells Fargo Bank Minnesota, National Association,
                               as Certificate Registrar

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory


                                       7
<PAGE>

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

     I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Dated:

                                      ------------------------------------------
                                      Signature by or on behalf of Assignor


                                      ------------------------------------------
                                      Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to _____________________________________________
for the account of _____________________________________________________________

     Distributions made by check (such check to be made payable to
___________________________________________) and all applicable statements and
notices should be mailed to_____________________________________________________
________________________________________________________________________________

     This information is provided by __________________________________________,
the assignee named above, or __________________________________________________,
as its agent.


                                       8
<PAGE>

                                                                    EXHIBIT A-14
                                                                    ------------

                           FORM OF CLASS L CERTIFICATE

                                CLASS L MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C3

     evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

<TABLE>
<CAPTION>
                                     GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<S>                                                          <C>
Pass-Through Rate:                                           Certificate Principal Balance of this Class L
lesser of 5.250% per annum or the Weighted Average Net       Certificate as of the Issue Date: $[________]

Mortgage Rate.
Date of Pooling and Servicing Agreement:  December 1, 2002   Class Principal Balance of all the Class L Certificates
                                                             as of the Issue Date: $5,831,000

Cut-off Date:  With respect to any Mortgage Loan, the Due    Aggregate unpaid principal balance of the Mortgage Pool
Date for such Mortgage Loan in December 2002                 as of the respective Cut-off Dates of the Mortgage
                                                             Loans, after deducting payments of principal due on or
                                                             before such date, whether or not received:  $777,414,016

Issue Date:  December 19, 2002

First Distribution Date:  January 10, 2003                   Trustee: Wells Fargo Bank Minnesota, National
                                                             Association

Master Servicer and Special Servicer:                        CUSIP No. 361849 WH 1
GMAC Commercial Mortgage Corporation

Certificate No. L-1                                          ISIN No. US361849WH14
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY

<PAGE>

PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J AND
CLASS K CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J AND CLASS K CERTIFICATES OF THE SAME SERIES. IN ADDITION,
FOLLOWING THE DATE ON WHICH THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE
CLASS M, CLASS N, CLASS O-1, CLASS 0-2 AND CLASS P CERTIFICATES OF THE

                                       2
<PAGE>

SAME SERIES ARE REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND
CERTAIN UNANTICIPATED EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class L Certificate (obtained by dividing the
principal balance of this Class L Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class L Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class L
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer and Wells Fargo Bank Minnesota, National
Association, as Trustee. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
10th day of each month or, if such 10th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of the
Class L Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class L Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the

                                       3
<PAGE>

Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

     Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

     The Depositor's Mortgage Pass-Through Certificates, Series 2002-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Distribution Account and the Certificate Account may be made from time to time
for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     The Class L Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Class L
Certificates are exchangeable for new Class L Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class L Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

     No transfer of any Class L Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the Securities
Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class L Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class L Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
L Certificates for its own account or for

                                       4
<PAGE>

the account of a qualified institutional buyer, and that it understands that
such Class L Certificates may be resold, pledged or transferred only (a) to a
person reasonably believed to be a qualified institutional buyer that purchases
for its own account or for the account of a qualified institutional buyer to
whom notice is given that the resale, pledge or transfer is being made in
reliance on Rule 144A, or (b) pursuant to another exemption from registration
under the Securities Act. None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify the Class L Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class L Certificate
without registration or qualification. Any Class L Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class L Certificate
agrees to, indemnify the Depositor, the Trustee and the Certificate Registrar
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

     Any purchaser of a Class L Certificate or any interest therein will be
deemed to have represented by such purchase that either (a) such purchaser is
not an employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to ERISA or Section 4975 of the Code
(each a "Plan") and is not purchasing such Certificate by or on behalf of, or
with "plan assets" of, any Plan or (b) the purchase of any such Certificate by
or on behalf of, or with "plan assets" of, any Plan is permissible under
applicable law, will not result in any non-exempt prohibited transaction under
ERISA or Section 4975 of the Code, and will not subject the Depositor, the
Trustee or the Master Servicer to any obligation in addition to those undertaken
in the Agreement, and the following conditions are met: (i) such Plan qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act, (ii) the source of funds used to purchase such Certificate is an
"insurance company general account" (as such term is defined in PTCE 95-60) and
(iii) the conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied as of the date of the acquisition of such Certificate. The Trustee may
require that any prospective transferee of a Class L Certificate that is held as
a Definitive Certificate provide such certifications as the Trustee may deem
desirable or necessary in order to establish that such transferee or the Person
in whose name such registration is requested is not a Plan or a Person who is
directly or indirectly purchasing such Certificate on behalf of, as named
fiduciary of, as trustee of, or with "plan assets" of a Plan or that the
conditions of an acceptable alternative representation are satisfied.

     No service charge will be imposed for any registration of transfer or
exchange of Class L Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
L Certificates.

     Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

     Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special

                                       5
<PAGE>

Servicer, the Trustee, the Certificate Registrar or any such agent shall be
affected by notice to the contrary.

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier of: (i) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property remaining in the Trust Fund; (ii) as permitted,
but not required, by the Agreement, the purchase by the Master Servicer, the
Majority Certificateholder of the Controlling Class or the Depositor, at a price
determined as provided in the Agreement, of all Mortgage Loans and any REO
Properties remaining in the Trust Fund if the aggregate Stated Principal Balance
of the Mortgage Pool at the time of purchase is less than 1% of the aggregate
Cut-off Date Principal Balance of the Mortgage Pool specified on the face
hereof; or (iii) as permitted, but not required, by the Agreement, the exchange
by the Majority Certificateholder of the Controlling Class of all of the
Certificates (other than the Residual Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund on any Distribution Date
on which the aggregate Certificate Balance of the Class A, Class B, Class C,
Class D, Class E, Class F Certificates, Class G Certificates and Class H
Certificates is reduced to zero.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66-2/3% of the
Percentage Interests of each Class of affected Certificates. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of designated portions of the Trust Fund as a
REMIC, without the consent of the Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                       6
<PAGE>

     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                               Wells Fargo Bank Minnesota, National Association,
                               as Trustee

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class L Certificates referred to in the within-mentioned
Agreement.

Dated:  December 19, 2002

                               Wells Fargo Bank Minnesota, National Association,
                               as Certificate Registrar

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory



                                       7
<PAGE>

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

     I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Dated:

                                      ------------------------------------------
                                      Signature by or on behalf of Assignor


                                      ------------------------------------------
                                      Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to _____________________________________________
for the account of _____________________________________________________________

         Distributions made by check (such check to be made payable to
___________________________________________) and all applicable statements and
notices should be mailed to ____________________________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.


                                       8
<PAGE>

                                                                    EXHIBIT A-15
                                                                    ------------

                           FORM OF CLASS M CERTIFICATE

                                CLASS M MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

<TABLE>
<CAPTION>
                                     GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<S>                                                          <C>
Pass-Through Rate:                                           Certificate Principal Balance of this Class M
lesser of  5.250% per annum or the Weighted Average Net      Certificate as of the Issue Date: $[________]

Mortgage Rate.
Date of Pooling and Servicing Agreement:  December 1, 2002   Class Principal Balance of all the Class M Certificates
                                                             as of the Issue Date: $4,859,000

Cut-off Date:  With respect to any Mortgage Loan, the Due    Aggregate unpaid principal balance of the Mortgage Pool
Date for such Mortgage Loan in December 2002                 as of the respective Cut-off Dates of the Mortgage
                                                             Loans, after deducting payments of principal due on or
                                                             before such date, whether or not received:  $777,414,016

Issue Date:  December 19, 2002

First Distribution Date:  January 10, 2003                   Trustee: Wells Fargo Bank Minnesota, National
                                                             Association

Master Servicer and Special Servicer:                        CUSIP No. 361849 WJ 7
GMAC Commercial Mortgage Corporation

Certificate No. M-1                                          ISIN No. US361849WJ79
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY

                                       1
<PAGE>

PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J,
CLASS K AND CLASS L CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT
PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K AND CLASS L CERTIFICATES OF THE SAME SERIES. IN
ADDITION, FOLLOWING THE DATE ON WHICH THE AGGREGATE CERTIFICATE PRINCIPAL
BALANCES OF THE CLASS N, CLASS O-1, CLASS 0-2 AND CLASS P CERTIFICATES OF THE

                                       2
<PAGE>

SAME SERIES ARE REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND
CERTAIN UNANTICIPATED EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class M Certificate (obtained by dividing the
principal balance of this Class M Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class M Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class M
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer and Wells Fargo Bank Minnesota, National
Association, as Trustee. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
10th day of each month or, if such 10th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of the
Class M Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class M Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

                                       3
<PAGE>

     Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

     The Depositor's Mortgage Pass-Through Certificates, Series 2002-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Distribution Account and the Certificate Account may be made from time to time
for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     The Class M Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Class M
Certificates are exchangeable for new Class M Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class M Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

     No transfer of any Class M Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the Securities
Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class M Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class M Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
M Certificates for its own account or for the account of a qualified
institutional buyer, and that it understands that such Class M Certificates may
be resold, pledged or transferred only (a) to a person reasonably believed to be
a qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act. None
of the Depositor, the Trustee or the Certificate

                                       4
<PAGE>

Registrar is obligated to register or qualify the Class M Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class M Certificate
without registration or qualification. Any Class M Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class M Certificate
agrees to, indemnify the Depositor, the Trustee and the Certificate Registrar
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

     Any purchaser of a Class M Certificate or any interest therein will be
deemed to have represented by such purchase that either (a) such purchaser is
not an employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to ERISA or Section 4975 of the Code
(each a "Plan") and is not purchasing such Certificate by or on behalf of, or
with "plan assets" of, any Plan or (b) the purchase of any such Certificate by
or on behalf of, or with "plan assets" of, any Plan is permissible under
applicable law, will not result in any non-exempt prohibited transaction under
ERISA or Section 4975 of the Code, and will not subject the Depositor, the
Trustee or the Master Servicer to any obligation in addition to those undertaken
in the Agreement, and the following conditions are met: (i) such Plan qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act, (ii) the source of funds used to purchase such Certificate is an
"insurance company general account" (as such term is defined in PTCE 95-60) and
(iii) the conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied as of the date of the acquisition of such Certificate. The Trustee may
require that any prospective transferee of a Class M Certificate that is held as
a Definitive Certificate provide such certifications as the Trustee may deem
desirable or necessary in order to establish that such transferee or the Person
in whose name such registration is requested is not a Plan or a Person who is
directly or indirectly purchasing such Certificate on behalf of, as named
fiduciary of, as trustee of, or with "plan assets" of a Plan or that the
conditions of an acceptable alternative representation are satisfied.

     No service charge will be imposed for any registration of transfer or
exchange of Class M Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
M Certificates.

     Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

     Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

                                       5
<PAGE>

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier of: (i) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property remaining in the Trust Fund; (ii) as permitted,
but not required, by the Agreement, the purchase by the Master Servicer, the
Majority Certificateholder of the Controlling Class or the Depositor, at a price
determined as provided in the Agreement, of all Mortgage Loans and any REO
Properties remaining in the Trust Fund if the aggregate Stated Principal Balance
of the Mortgage Pool at the time of purchase is less than 1% of the aggregate
Cut-off Date Principal Balance of the Mortgage Pool specified on the face
hereof; or (iii) as permitted, but not required, by the Agreement, the exchange
by the Majority Certificateholder of the Controlling Class of all of the
Certificates (other than the Residual Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund on any Distribution Date
on which the aggregate Certificate Balance of the Class A, Class B, Class C,
Class D, Class E, Class F Certificates, Class G Certificates and Class H
Certificates is reduced to zero.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66-2/3% of the
Percentage Interests of each Class of affected Certificates. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of designated portions of the Trust Fund as a
REMIC, without the consent of the Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                       6
<PAGE>

     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                               Wells Fargo Bank Minnesota, National Association,
                               as Trustee

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory

                                           CERTIFICATE OF AUTHENTICATION

                  This is one of the Class M Certificates referred to in the
within-mentioned Agreement.

Dated:  December 19, 2002

                               Wells Fargo Bank Minnesota, National Association,
                               as Certificate Registrar

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory


                                       7
<PAGE>

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

     I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Dated:

                                      ------------------------------------------
                                      Signature by or on behalf of Assignor


                                      ------------------------------------------
                                      Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to _____________________________________________
for the account of _____________________________________________________________

     Distributions made by check (such check to be made payable to
___________________________________________) and all applicable statements and
notices should be mailed to ____________________________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.


                                       8
<PAGE>

                                                                    EXHIBIT A-16
                                                                    ------------

                           FORM OF CLASS N CERTIFICATE

                                CLASS N MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C3

         evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

<TABLE>
<CAPTION>
                                     GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<S>                                                          <C>
Pass-Through Rate:                                           Certificate Principal Balance of this Class N
lesser of 5.250% per annum or the Weighted Average Net       Certificate as of the Issue Date: $[________]

Mortgage Rate.
Date of Pooling and Servicing Agreement:  December 1, 2002   Class Principal Balance of all the Class N Certificates
                                                             as of the Issue Date: $3,887,000

Cut-off Date:  With respect to any Mortgage Loan, the Due    Aggregate unpaid principal balance of the Mortgage Pool
Date for such Mortgage Loan in December 2002                 as of the respective Cut-off Dates of the Mortgage
                                                             Loans, after deducting payments of principal due on or
                                                             before such date, whether or not received:  $777,414,016

Issue Date:  December 19, 2002

First Distribution Date:  January 10, 2003                   Trustee: Wells Fargo Bank Minnesota, National
                                                             Association

Master Servicer and Special Servicer:                        CUSIP No. 361849 WK 4
GMAC Commercial Mortgage Corporation

Certificate No. N-1                                          ISIN No. US361849WK43
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY

                                       1
<PAGE>

PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J,
CLASS K, CLASS L AND CLASS M CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L AND CLASS M CERTIFICATES OF THE SAME SERIES.
IN ADDITION, FOLLOWING THE DATE ON WHICH THE AGGREGATE CERTIFICATE

                                       2
<PAGE>

PRINCIPAL BALANCES OF THE CLASS O-1, CLASS 0-2 AND CLASS P CERTIFICATES OF THE
SAME SERIES ARE REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND
CERTAIN UNANTICIPATED EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class N Certificate (obtained by dividing the
principal balance of this Class N Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class N Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class N
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer and Wells Fargo Bank Minnesota, National
Association, as Trustee. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
10th day of each month or, if such 10th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of the
Class N Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class N Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the

                                       3
<PAGE>

Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

     Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

     The Depositor's Mortgage Pass-Through Certificates, Series 2002-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Distribution Account and the Certificate Account may be made from time to time
for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     The Class N Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Class N
Certificates are exchangeable for new Class N Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class N Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

     No transfer of any Class N Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the Securities
Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class N Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class N Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
N Certificates for its own account or for

                                       4
<PAGE>

the account of a qualified institutional buyer, and that it understands that
such Class N Certificates may be resold, pledged or transferred only (a) to a
person reasonably believed to be a qualified institutional buyer that purchases
for its own account or for the account of a qualified institutional buyer to
whom notice is given that the resale, pledge or transfer is being made in
reliance on Rule 144A, or (b) pursuant to another exemption from registration
under the Securities Act. None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify the Class N Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class N Certificate
without registration or qualification. Any Class N Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class N Certificate
agrees to, indemnify the Depositor, the Trustee and the Certificate Registrar
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

     Any purchaser of a Class N Certificate or any interest therein will be
deemed to have represented by such purchase that either (a) such purchaser is
not an employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to ERISA or Section 4975 of the Code
(each a "Plan") and is not purchasing such Certificate by or on behalf of, or
with "plan assets" of, any Plan or (b) the purchase of any such Certificate by
or on behalf of, or with "plan assets" of, any Plan is permissible under
applicable law, will not result in any non-exempt prohibited transaction under
ERISA or Section 4975 of the Code, and will not subject the Depositor, the
Trustee or the Master Servicer to any obligation in addition to those undertaken
in the Agreement, and the following conditions are met: (i) such Plan qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act, (ii) the source of funds used to purchase such Certificate is an
"insurance company general account" (as such term is defined in PTCE 95-60) and
(iii) the conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied as of the date of the acquisition of such Certificate. The Trustee may
require that any prospective transferee of a Class N Certificate that is held as
a Definitive Certificate provide such certifications as the Trustee may deem
desirable or necessary in order to establish that such transferee or the Person
in whose name such registration is requested is not a Plan or a Person who is
directly or indirectly purchasing such Certificate on behalf of, as named
fiduciary of, as trustee of, or with "plan assets" of a Plan or that the
conditions of an acceptable alternative representation are satisfied.

     No service charge will be imposed for any registration of transfer or
exchange of Class N Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
N Certificates.

     Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

     Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special

                                       5
<PAGE>

Servicer, the Trustee, the Certificate Registrar or any such agent shall be
affected by notice to the contrary.

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier of: (i) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property remaining in the Trust Fund; (ii) as permitted,
but not required, by the Agreement, the purchase by the Master Servicer, the
Majority Certificateholder of the Controlling Class or the Depositor, at a price
determined as provided in the Agreement, of all Mortgage Loans and any REO
Properties remaining in the Trust Fund if the aggregate Stated Principal Balance
of the Mortgage Pool at the time of purchase is less than 1% of the aggregate
Cut-off Date Principal Balance of the Mortgage Pool specified on the face
hereof; or (iii) as permitted, but not required, by the Agreement, the exchange
by the Majority Certificateholder of the Controlling Class of all of the
Certificates (other than the Residual Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund on any Distribution Date
on which the aggregate Certificate Balance of the Class A, Class B, Class C,
Class D, Class E, Class F Certificates, Class G Certificates and Class H
Certificates is reduced to zero.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66-2/3% of the
Percentage Interests of each Class of affected Certificates. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of designated portions of the Trust Fund as a
REMIC, without the consent of the Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                       6
<PAGE>

     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                               Wells Fargo Bank Minnesota, National Association,
                               as Trustee

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class N Certificates referred to in the within-mentioned
Agreement.

Dated:  December 19, 2002

                               Wells Fargo Bank Minnesota, National Association,
                               as Certificate Registrar

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory

                                       7
<PAGE>

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

     I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Dated:

                                      ------------------------------------------
                                      Signature by or on behalf of Assignor


                                      ------------------------------------------
                                      Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to _____________________________________________
for the account of _____________________________________________________________

         Distributions made by check (such check to be made payable to
___________________________________________) and all applicable statements and
notices should be mailed to ____________________________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.


                                       8
<PAGE>

                                                                    EXHIBIT A-17
                                                                    ------------

                          FORM OF CLASS O-1 CERTIFICATE

                               CLASS O-1 MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C3

         evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

<TABLE>
<CAPTION>
                                     GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<S>                                                          <C>
Pass-Through Rate:                                           Certificate Principal Balance of this Class O-1
lesser of 5.250% per annum or the Weighted Average Net     Certificate as of the Issue Date: $[________]

Mortgage Rate.
Date of Pooling and Servicing Agreement:  December 1, 2002   Class Principal Balance of all the Class O-1
                                                             Certificates as of the Issue Date: $2,722,000

Cut-off Date:  With respect to any Mortgage Loan, the Due    Aggregate unpaid principal balance of the Mortgage Pool
Date for such Mortgage Loan in December 2002                 as of the respective Cut-off Dates of the Mortgage
                                                             Loans, after deducting payments of principal due on or
                                                             before such date, whether or not received:  $777,414,016

Issue Date:  December 19, 2002

First Distribution Date:  January 10, 2003                   Trustee: Wells Fargo Bank Minnesota, National
                                                             Association

Master Servicer and Special Servicer:                        CUSIP No. 361849 WL 2
GMAC Commercial Mortgage Corporation

Certificate No. O-1-1                                        ISIN No. US361849WL26
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY

                                       1
<PAGE>

PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J,
CLASS K, CLASS L, CLASS M AND CLASS N CERTIFICATES OF THE SAME SERIES, AS AND TO
THE EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L, CLASS M AND CLASS N CERTIFICATES OF THE SAME
SERIES. IN ADDITION, FOLLOWING THE DATE ON WHICH THE AGGREGATE CERTIFICATE

                                       2
<PAGE>

PRINCIPAL BALANCE OF THE CLASS O-2 AND CLASS P CERTIFICATES OF THE SAME SERIES
ARE REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN
UNANTICIPATED EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class O-1 Certificate (obtained by dividing the
principal balance of this Class O-1 Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class O-1 Certificates (their "Class Principal Balance") as of the Issue Date)
in that certain beneficial ownership interest evidenced by all the Class O-1
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer and Wells Fargo Bank Minnesota, National
Association, as Trustee. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
10th day of each month or, if such 10th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of the
Class O-1 Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class O-1
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Trustee with wiring instructions no less than five Business
Days prior to the Record Date for such distribution (which wiring instructions
may be in the form of a standing order applicable to all subsequent
distributions as well), or otherwise by check mailed to the address of such
Certificateholder appearing in the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate (determined without regard to
any possible future reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate) will be made after due notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice. Also notwithstanding the foregoing, any distribution
that may be made with respect to this Certificate in reimbursement of any
Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate, which reimbursement is to occur after the date on which this
Certificate is surrendered as contemplated by the preceding sentence, will be
made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the

                                       3
<PAGE>

Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

     Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

     The Depositor's Mortgage Pass-Through Certificates, Series 2002-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Distribution Account and the Certificate Account may be made from time to time
for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     The Class O-1 Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class O-1
Certificates are exchangeable for new Class O-1 Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class O-1 Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

     No transfer of any Class O-1 Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the Securities
Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class O-1 Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class O-1 Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
O-1 Certificates for its own

                                       4
<PAGE>

account or for the account of a qualified institutional buyer, and that it
understands that such Class O-1 Certificates may be resold, pledged or
transferred only (a) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, or (b) pursuant to another
exemption from registration under the Securities Act. None of the Depositor, the
Trustee or the Certificate Registrar is obligated to register or qualify the
Class O-1 Certificates under the Securities Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of any Class O-1 Certificate without registration or qualification.
None of the Depositor, the Trustee or the Certificate Registrar is obligated to
register or qualify the Class O Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of any Class O-1 Certificate without
registration or qualification. Any Class O-1 Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class O-1 Certificate
agrees to, indemnify the Depositor, the Trustee and the Certificate Registrar
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

     Any purchaser of a Class O-1 Certificate or any interest therein will be
deemed to have represented by such purchase that either (a) such purchaser is
not an employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to ERISA or Section 4975 of the Code
(each a "Plan") and is not purchasing such Certificate by or on behalf of, or
with "plan assets" of, any Plan or (b) the purchase of any such Certificate by
or on behalf of, or with "plan assets" of, any Plan is permissible under
applicable law, will not result in any non-exempt prohibited transaction under
ERISA or Section 4975 of the Code, and will not subject the Depositor, the
Trustee or the Master Servicer to any obligation in addition to those undertaken
in the Agreement, and the following conditions are met: (i) such Plan qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act, (ii) the source of funds used to purchase such Certificate is an
"insurance company general account" (as such term is defined in PTCE 95-60) and
(iii) the conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied as of the date of the acquisition of such Certificate. The Trustee may
require that any prospective transferee of a Class O-1 Certificate that is held
as a Definitive Certificate provide such certifications as the Trustee may deem
desirable or necessary in order to establish that such transferee or the Person
in whose name such registration is requested is not a Plan or a Person who is
directly or indirectly purchasing such Certificate on behalf of, as named
fiduciary of, as trustee of, or with "plan assets" of a Plan or that the
conditions of an acceptable alternative representation are satisfied.

     No service charge will be imposed for any registration of transfer or
exchange of Class O1- Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
O-1 Certificates.

     Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                                       5
<PAGE>

     Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier of: (i) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property remaining in the Trust Fund; (ii) as permitted,
but not required, by the Agreement, the purchase by the Master Servicer, the
Majority Certificateholder of the Controlling Class or the Depositor, at a price
determined as provided in the Agreement, of all Mortgage Loans and any REO
Properties remaining in the Trust Fund if the aggregate Stated Principal Balance
of the Mortgage Pool at the time of purchase is less than 1% of the aggregate
Cut-off Date Principal Balance of the Mortgage Pool specified on the face
hereof; or (iii) as permitted, but not required, by the Agreement, the exchange
by the Majority Certificateholder of the Controlling Class of all of the
Certificates (other than the Residual Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund on any Distribution Date
on which the aggregate Certificate Balance of the Class A, Class B, Class C,
Class D, Class E, Class F Certificates, Class G Certificates and Class H
Certificates is reduced to zero.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66-2/3% of the
Percentage Interests of each Class of affected Certificates. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of designated portions of the Trust Fund as a
REMIC, without the consent of the Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York applicable to agreements made and to be performed in said
State, and the

                                       6

<PAGE>

obligations, rights and remedies of the Holder hereof shall be determined in
accordance with such laws.












                                       7
<PAGE>

     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                               Wells Fargo Bank Minnesota, National Association,
                               as Trustee

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class O-1 Certificates referred to in the
within-mentioned Agreement.

Dated:  December 19, 2002

                               Wells Fargo Bank Minnesota, National Association,
                               as Certificate Registrar

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory






                                       8
<PAGE>

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

     I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Dated:

                                      ------------------------------------------
                                      Signature by or on behalf of Assignor


                                      ------------------------------------------
                                      Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to _____________________________________________
for the account of _____________________________________________________________

         Distributions made by check (such check to be made payable to
___________________________________________) and all applicable statements and
notices should be mailed to ____________________________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or___________________________________________________,
as its agent.


                                       9
<PAGE>

                                                                    EXHIBIT A-18
                                                                    ------------

                          FORM OF CLASS O-2 CERTIFICATE

                               CLASS O-2 MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C3

         evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

<TABLE>
<CAPTION>
                                     GMAC COMMERCIAL MORTGAGE SECURITIES, INC.


<S>                                                          <C>
Pass-Through Rate:                                           Certificate Principal Balance of this Class O-2
lesser of 5.250% per annum or the Weighted Average Net       Certificate as of the Issue Date: $[________]

Mortgage Rate.
Date of Pooling and Servicing Agreement:  December 1, 2002   Class Principal Balance of all the Class O-2
                                                             Certificates as of the Issue Date: $1,165,000

Cut-off Date:  With respect to any Mortgage Loan, the Due    Aggregate unpaid principal balance of the Mortgage Pool
Date for such Mortgage Loan in December 2002                 as of the respective Cut-off Dates of the Mortgage
                                                             Loans, after deducting payments of principal due on or
                                                             before such date, whether or not received:  $777,414,016

Issue Date:  December 19, 2002

First Distribution Date:  January 10, 2003                   Trustee: Wells Fargo Bank Minnesota, National
                                                             Association

Master Servicer and Special Servicer:                        CUSIP No. 361849 WM 0
GMAC Commercial Mortgage Corporation

Certificate No. O-2-1                                        ISIN No. US361849WM09
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY

                                       10
<PAGE>

PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J,
CLASS K, CLASS L, CLASS M, CLASS N AND CLASS O-1 CERTIFICATES OF THE SAME
SERIES, AS AND TO THE EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N AND CLASS O-1 CERTIFICATES
OF THE SAME SERIES. IN ADDITION, FOLLOWING THE DATE ON WHICH THE AGGREGATE

                                       11
<PAGE>

CERTIFICATE PRINCIPAL BALANCE OF THE CLASS P CERTIFICATES OF THE SAME SERIES ARE
REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN
UNANTICIPATED EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class O-2 Certificate (obtained by dividing the
principal balance of this Class O-2 Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class O-2 Certificates (their "Class Principal Balance") as of the Issue Date)
in that certain beneficial ownership interest evidenced by all the Class O-2
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer and Wells Fargo Bank Minnesota, National
Association, as Trustee. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
10th day of each month or, if such 10th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of the
Class O-2 Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class O-2
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Trustee with wiring instructions no less than five Business
Days prior to the Record Date for such distribution (which wiring instructions
may be in the form of a standing order applicable to all subsequent
distributions as well), or otherwise by check mailed to the address of such
Certificateholder appearing in the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate (determined without regard to
any possible future reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate) will be made after due notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice. Also notwithstanding the foregoing, any distribution
that may be made with respect to this Certificate in reimbursement of any
Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate, which reimbursement is to occur after the date on which this
Certificate is surrendered as contemplated by the preceding sentence, will be
made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the

                                       12
<PAGE>

Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

     Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

     The Depositor's Mortgage Pass-Through Certificates, Series 2002-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Distribution Account and the Certificate Account may be made from time to time
for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     The Class O-2 Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class O-2
Certificates are exchangeable for new Class O-2 Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class O-2 Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

     No transfer of any Class O-2 Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the Securities
Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class O-2 Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class O-2 Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
O-2 Certificates for its own

                                       13

<PAGE>

account or for the account of a qualified institutional buyer, and that it
understands that such Class O-2 Certificates may be resold, pledged or
transferred only (a) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, or (b) pursuant to another
exemption from registration under the Securities Act. None of the Depositor, the
Trustee or the Certificate Registrar is obligated to register or qualify the
Class O-2 Certificates under the Securities Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of any Class O-2 Certificate without registration or qualification.
None of the Depositor, the Trustee or the Certificate Registrar is obligated to
register or qualify the Class O-2 Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of any Class O-2 Certificate without
registration or qualification. Any Class O-2 Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class O-2 Certificate
agrees to, indemnify the Depositor, the Trustee and the Certificate Registrar
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

     Any purchaser of a Class O-2 Certificate or any interest therein will be
deemed to have represented by such purchase that either (a) such purchaser is
not an employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to ERISA or Section 4975 of the Code
(each a "Plan") and is not purchasing such Certificate by or on behalf of, or
with "plan assets" of, any Plan or (b) the purchase of any such Certificate by
or on behalf of, or with "plan assets" of, any Plan is permissible under
applicable law, will not result in any non-exempt prohibited transaction under
ERISA or Section 4975 of the Code, and will not subject the Depositor, the
Trustee or the Master Servicer to any obligation in addition to those undertaken
in the Agreement, and the following conditions are met: (i) such Plan qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act, (ii) the source of funds used to purchase such Certificate is an
"insurance company general account" (as such term is defined in PTCE 95-60) and
(iii) the conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied as of the date of the acquisition of such Certificate. The Trustee may
require that any prospective transferee of a Class O-2 Certificate that is held
as a Definitive Certificate provide such certifications as the Trustee may deem
desirable or necessary in order to establish that such transferee or the Person
in whose name such registration is requested is not a Plan or a Person who is
directly or indirectly purchasing such Certificate on behalf of, as named
fiduciary of, as trustee of, or with "plan assets" of a Plan or that the
conditions of an acceptable alternative representation are satisfied.

     No service charge will be imposed for any registration of transfer or
exchange of Class O-2 Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
O-2 Certificates.

     Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                                       14
<PAGE>

     Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier of: (i) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property remaining in the Trust Fund; (ii) as permitted,
but not required, by the Agreement, the purchase by the Master Servicer, the
Majority Certificateholder of the Controlling Class or the Depositor, at a price
determined as provided in the Agreement, of all Mortgage Loans and any REO
Properties remaining in the Trust Fund if the aggregate Stated Principal Balance
of the Mortgage Pool at the time of purchase is less than 1% of the aggregate
Cut-off Date Principal Balance of the Mortgage Pool specified on the face
hereof; or (iii) as permitted, but not required, by the Agreement, the exchange
by the Majority Certificateholder of the Controlling Class of all of the
Certificates (other than the Residual Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund on any Distribution Date
on which the aggregate Certificate Balance of the Class A, Class B, Class C,
Class D, Class E, Class F Certificates, Class G Certificates and Class H
Certificates is reduced to zero.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66-2/3% of the
Percentage Interests of each Class of affected Certificates. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of designated portions of the Trust Fund as a
REMIC, without the consent of the Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York applicable to agreements made and to be performed in said
State, and the

                                       15
<PAGE>

obligations, rights and remedies of the Holder hereof shall be determined in
accordance with such laws.














                                       16
<PAGE>

     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                               Wells Fargo Bank Minnesota, National Association,
                               as Trustee

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class O-2 Certificates referred to in the
within-mentioned Agreement.

Dated:  December 19, 2002

                               Wells Fargo Bank Minnesota, National Association,
                               as Certificate Registrar

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory



                                       17
<PAGE>

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

     I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Dated:

                                      ------------------------------------------
                                      Signature by or on behalf of Assignor


                                      ------------------------------------------
                                      Signature Guaranteed

                                             DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to _____________________________________________
for the account of _____________________________________________________________

         Distributions made by check (such check to be made payable to
___________________________________________) and all applicable statements and
notices should be mailed to ____________________________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.


                                       18
<PAGE>

                                                                    EXHIBIT A-19
                                                                    ------------

                           FORM OF CLASS P CERTIFICATE

                                CLASS P MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C3

         evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

<TABLE>
<CAPTION>
                                     GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<S>                                                          <C>
Pass-Through Rate:                                           Certificate Principal Balance of this Class P
lesser of 5.250% per annum or the Weighted Average Net     Certificate as of the Issue Date: $[________]

Mortgage Rate
Date of Pooling and Servicing Agreement:  December 1, 2002   Class Principal Balance of all the Class P Certificates
                                                             as of the Issue Date: $17,493,016

Cut-off Date:  With respect to any Mortgage Loan, the Due    Aggregate unpaid principal balance of the Mortgage Pool
Date for such Mortgage Loan in December 2002                 as of the respective Cut-off Dates of the Mortgage
                                                             Loans, after deducting payments of principal due on or
                                                             before such date, whether or not received:  $777,414,016

Issue Date:  December 19, 2002

First Distribution Date:  January 10, 2003                   Trustee: Wells Fargo Bank Minnesota, National
                                                             Association

Master Servicer and Special Servicer:                        CUSIP No. 361849 WN 8
GMAC Commercial Mortgage Corporation

Certificate No. P-1                                          ISIN No. US361849WN81
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY

                                       1
<PAGE>

PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J,
CLASS K, CLASS L, CLASS M, CLASS N, CLASS O-1 AND CLASS O-2 CERTIFICATES OF THE
SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O-1 AND CLASS O-2
CERTIFICATES OF THE SAME SERIES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL

                                       2
<PAGE>

BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class P Certificate (obtained by dividing the
principal balance of this Class P Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class P Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class P
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer and Wells Fargo Bank Minnesota, National
Association, as Trustee. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
10th day of each month or, if such 10th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of the
Class P Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class P Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

     Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and

                                       3
<PAGE>

any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such distribution is made upon this
Certificate.

     The Depositor's Mortgage Pass-Through Certificates, Series 2002-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Distribution Account and the Certificate Account may be made from time to time
for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     The Class P Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Class P
Certificates are exchangeable for new Class P Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class P Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

     No transfer of any Class P Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the Securities
Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class P Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class P Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
P Certificates for its own account or for the account of a qualified
institutional buyer, and that it understands that such Class P Certificates may
be resold, pledged or transferred only (a) to a person reasonably believed to be
a qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act. None
of the Depositor, the Trustee or the Certificate Registrar is obligated to
register or qualify the Class P Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to

                                       4
<PAGE>

permit the transfer of any Class P Certificate without registration or
qualification. Any Class P Certificateholder desiring to effect such a transfer
shall, and by the acceptance of its Class P Certificate agrees to, indemnify the
Depositor, the Trustee and the Certificate Registrar against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws.

     Any purchaser of a Class P Certificate or any interest therein will be
deemed to have represented by such purchase that either (a) such purchaser is
not an employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to ERISA or Section 4975 of the Code
(each a "Plan") and is not purchasing such Certificate by or on behalf of, or
with "plan assets" of, any Plan or (b) the purchase of any such Certificate by
or on behalf of, or with "plan assets" of, any Plan is permissible under
applicable law, will not result in any non-exempt prohibited transaction under
ERISA or Section 4975 of the Code, and will not subject the Depositor, the
Trustee or the Master Servicer to any obligation in addition to those undertaken
in the Agreement, and the following conditions are met: (i) such Plan qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act, (ii) the source of funds used to purchase such Certificate is an
"insurance company general account" (as such term is defined in PTCE 95-60) and
(iii) the conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied as of the date of the acquisition of such Certificate. The Trustee may
require that any prospective transferee of a Class P Certificate that is held as
a Definitive Certificate provide such certifications as the Trustee may deem
desirable or necessary in order to establish that such transferee or the Person
in whose name such registration is requested is not a Plan or a Person who is
directly or indirectly purchasing such Certificate on behalf of, as named
fiduciary of, as trustee of, or with "plan assets" of a Plan or that the
conditions of an acceptable alternative representation are satisfied.

     No service charge will be imposed for any registration of transfer or
exchange of Class P Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
P Certificates.

     Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

     Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by

                                       5
<PAGE>

or on behalf of the Trustee and required to be distributed to them pursuant to
the Agreement following the earlier of: (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or
REO Property remaining in the Trust Fund; (ii) as permitted, but not required,
by the Agreement, the purchase by the Master Servicer, the Majority
Certificateholder of the Controlling Class or the Depositor, at a price
determined as provided in the Agreement, of all Mortgage Loans and any REO
Properties remaining in the Trust Fund if the aggregate Stated Principal Balance
of the Mortgage Pool at the time of purchase is less than 1% of the aggregate
Cut-off Date Principal Balance of the Mortgage Pool specified on the face
hereof; or (iii) as permitted, but not required, by the Agreement, the exchange
by the Majority Certificateholder of the Controlling Class of all of the
Certificates (other than the Residual Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund on any Distribution Date
on which the aggregate Certificate Balance of the Class A, Class B, Class C,
Class D, Class E, Class F Certificates, Class G Certificates and Class H
Certificates is reduced to zero.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66-2/3% of the
Percentage Interests of each Class of affected Certificates. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of designated portions of the Trust Fund as a
REMIC, without the consent of the Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                       6
<PAGE>

     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                               Wells Fargo Bank Minnesota, National Association,
                               as Trustee

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class P Certificates referred to in the within-mentioned
Agreement.

Dated:  December 19, 2002

                               Wells Fargo Bank Minnesota, National Association,
                               as Certificate Registrar

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory


                                       7
<PAGE>

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

     I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Dated:

                                      ------------------------------------------
                                      Signature by or on behalf of Assignor


                                      ------------------------------------------
                                      Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to _____________________________________________
for the account of _____________________________________________________________

         Distributions made by check (such check to be made payable to
___________________________________________) and all applicable statements and
notices should be mailed to ____________________________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.


                                       8
<PAGE>


                                                                    EXHIBIT A-20
                                                                    ------------

                          FORM OF CLASS R-I CERTIFICATE

                               CLASS R-I MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C3

         evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

<TABLE>
<CAPTION>
                                GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<S>                                                          <C>
Date of Pooling and Servicing Agreement:                     Percentage Interest evidenced by this Certificate in
December 1, 2002                                             the related Class:  [__]%

Cut-off Date:  With respect to any Mortgage Loan, the Due    Aggregate unpaid principal balance of the Mortgage Pool
Date for such Mortgage Loan in December 2002                 as of the respective Cut-off Dates of the Mortgage
                                                             Loans, after deducting payments of principal due on or
                                                             before such date, whether or not received:  $777,414,016

Issue Date:  December 19, 2002

First Distribution Date:  January 10, 2003                   Trustee: Wells Fargo Bank Minnesota, National
                                                             Association

Master Servicer and Special Servicer:                        CUSIP No. 361849 WP 3
GMAC Commercial Mortgage Corporation

Certificate No. R-I-1                                        ISIN No. US361849WP30
</TABLE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J,
CLASS K, CLASS L, CLASS M, CLASS N, CLASS O-1, CLASS O-2 AND CLASS P
CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE AGREEMENT
REFERRED TO HEREIN.

                                       1
<PAGE>

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX
RELATED TRANSFER RESTRICTIONS SET FORTH IN THE AGREEMENT. IF ANY PERSON BECOMES
THE REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER
RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER OR UNDER THE AGREEMENT REFERRED TO HEREIN, INCLUDING,
BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.

     This certifies that [____________] is the registered owner of the
Percentage Interest evidenced by this Class R-I Certificate (as specified above)
in that certain beneficial ownership interest evidenced by all the Class R-I
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer and Wells Fargo Bank Minnesota, National
Association, as Trustee. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
10th day of each month or, if such 10th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing upon the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the

                                       2
<PAGE>

last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class R-I Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on any Class R-I Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto, as such name and address
appear in the Certificate Register. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the offices of the Certificate Registrar appointed as
provided in the Agreement or such other location as may be specified in such
notice.

     The Depositor's Mortgage Pass-Through Certificates, Series 2002-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and Distribution Account may be made from time to time for
purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     The Class R-I Certificates are issuable in fully registered form only
without coupons in minimum denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Class R-I Certificates are exchangeable for new
Class R-I Certificates in authorized denominations evidencing the same aggregate
Percentage Interest, as requested by the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class R-I Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

     No transfer of any Class R-I Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the Securities
Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class R-I Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. None of the
Depositor, the Trustee or the Certificate Registrar is obligated to register or
qualify the Class R-I Certificates under the Securities Act or any other
securities law or to take any action not otherwise required under the Agreement
to permit the

                                       3
<PAGE>

transfer of any Class R-I Certificate without registration or qualification. Any
Class R-I Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class R-I Certificate agrees to, indemnify the Depositor, the
Trustee and the Certificate Registrar against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

     No transfer of a Class R-I Certificate or any interest therein shall be
made to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to ERISA or Section 4975 of the Code
(each, a "Plan") or (B) any Person who is directly or indirectly purchasing the
Class R-I Certificate or interest therein on behalf of, as named fiduciary of,
as trustee of, or with assets of a Plan.

     Each Person who has or who acquires any Ownership Interest in this
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of Section 5.02(d) of the
Agreement and, if any purported Transferee shall become a Holder of this
Certificate in violation of the provisions of such Section 5.02(d), to have
irrevocably authorized the Trustee under clause (ii)(A) of such Section 5.02(d)
to deliver payments to a Person other than such Person and to have irrevocably
authorized the Trustee under clause (ii)(B) of such Section 5.02(d) to negotiate
the terms of any mandatory sale and to execute all instruments of Transfer and
to do all other things necessary in connection with any such sale. Each Person
holding or acquiring any Ownership Interest in this Certificate must be a
Permitted Transferee and a United States Person and shall promptly notify the
Trustee of any change or impending change in its status as a Permitted
Transferee or United States Person. In connection with any proposed Transfer of
any Ownership Interest in this Certificate, the Trustee shall require delivery
to it, and shall not register the Transfer of this Certificate until its receipt
of, an affidavit and agreement substantially in the form attached as Exhibit C-1
to the Agreement (a "Transfer Affidavit and Agreement") from the proposed
Transferee, in form and substance satisfactory to the Trustee, representing and
warranting, among other things, that such Transferee is a Permitted Transferee
and a United States Person, that it is not acquiring its Ownership Interest in
this Certificate as a nominee, trustee or agent for any Person that is not a
Permitted Transferee or is not a United States Person, that for so long as it
retains its Ownership Interest in this Certificate, it will endeavor to remain a
Permitted Transferee and a United States Person, and that it has reviewed the
provisions of Section 5.02(d) of the Agreement and agrees to be bound by them.
Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed
Transferee, if the Trustee has actual knowledge that the proposed Transferee is
not a Permitted Transferee or is not a United States Person, the Trustee shall
not register the Transfer of an Ownership Interest in this Certificate to such
proposed Transferee.

     Each Person holding or acquiring any Ownership Interest in this Certificate
shall agree (x) to require a Transfer Affidavit and Agreement from any
prospective Transferee to whom such Person attempts to transfer its Ownership
Interest herein and (y) not to transfer its Ownership Interest unless it
provides to the Trustee a certificate substantially in the form attached as
Exhibit C-2 to the Agreement stating that, among other things, it has no actual
knowledge that such prospective Transferee is not a Permitted Transferee or is
not a United States Person. Each Person holding or acquiring an Ownership
Interest in this Certificate, by

                                       5
<PAGE>

purchasing such Ownership Interest herein, agrees to give the Trustee written
notice that it is a "pass-through interest holder" within the meaning of
temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A) immediately upon
acquiring such Ownership Interest, if it is, or is holding such Ownership
Interest on behalf of, a "pass-through interest holder".

     The provisions of Section 5.02(d) of the Agreement may be modified, added
to or eliminated, provided that there shall have been delivered to the Trustee
the following: (a) written notification from each Rating Agency to the effect
that the modification of, addition to or elimination of such provisions will not
cause such Rating Agency to withdraw, qualify or downgrade its then-current
rating of any Class of Certificates; and (b) an Opinion of Counsel, in form and
substance satisfactory to the Trustee and the Depositor, to the effect that such
modification of, addition to or elimination of such provisions will not cause
either REMIC I, REMIC II or REMIC III to (x) cease to qualify as a REMIC or (y)
be subject to an entity-level tax caused by the Transfer of any Class R-I
Certificate to a Person which is not a Permitted Transferee, or cause a Person
other than the prospective Transferee to be subject to a REMIC-related tax
caused by the Transfer of a Class R-I Certificate to a Person which is not a
Permitted Transferee.

     A "Permitted Transferee" is any Transferee other than (i) the United
States, any State or political subdivision thereof, any possession of the United
States, or any agency or instrumentality of any of the foregoing (other than an
instrumentality which is a corporation if all of its activities are subject to
tax and, except for FHLMC, a majority of its board of directors is not selected
by such governmental unit), (ii) a foreign government, any international
organization, or any agency or instrumentality of any of the foregoing, (iii)
any organization (other than certain farmers' cooperatives described in Section
521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code
(including the tax imposed by Section 511 of the Code on unrelated business
taxable income), (iv) rural electric and telephone cooperatives described in
Section 1381(a)(2)(C) of the Code, and (v) any electing large partnership under
Section 775 of the Code and/or any other Person so designated by the Trustee
based upon an Opinion of Counsel that the holding of an Ownership Interest in a
Class R-I Certificate by such Person may cause the Trust Fund or any Person
having an Ownership Interest in any Class of Certificates (other than such
Person) to incur a liability for any federal tax imposed under the Code that
would not otherwise be imposed but for the Transfer of an Ownership Interest in
a Class R-I Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.

     A "United States Person" is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof (except, in the
case of a partnership, to the extent provided in Treasury regulations), an
estate whose income from sources without the United States is includable in
gross income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States, or
a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
Persons have the authority to control all substantial decisions of the trust.

                                       5
<PAGE>

     No service charge will be imposed for any registration of transfer or
exchange of Class R-I Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
R-I Certificates.

     Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier of: (i) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property remaining in the Trust Fund; (ii) as permitted,
but not required, by the Agreement, the purchase by the Master Servicer, the
Majority Certificateholder of the Controlling Class or the Depositor, at a price
determined as provided in the Agreement, of all Mortgage Loans and any REO
Properties remaining in the Trust Fund if the aggregate Stated Principal Balance
of the Mortgage Pool at the time of purchase is less than 1% of the aggregate
Cut-off Date Principal Balance of the Mortgage Pool specified on the face
hereof; or (iii) as permitted, but not required, by the Agreement, the exchange
by the Majority Certificateholder of the Controlling Class of all of the
Certificates (other than the Residual Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund on any Distribution Date
on which the aggregate Certificate Balance of the Class A, Class B, Class C,
Class D, Class E, Class F Certificates, Class G Certificates and Class H
Certificates is reduced to zero.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66-2/3% of the
Voting Rights allocated to the affected Classes. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain circumstances, including any amendment necessary
to maintain the status of REMIC I, REMIC II or REMIC III as a REMIC, without the
consent of the Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

                                       6
<PAGE>

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.










                                       7
<PAGE>

     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                               Wells Fargo Bank Minnesota, National Association,
                               as Trustee

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class R-I Certificates referred to in the
within-mentioned Agreement.

Dated:  December 19, 2002

                               Wells Fargo Bank Minnesota, National Association,
                               as Certificate Registrar

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory



                                       8
<PAGE>

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

         I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Dated:

                                     -------------------------------------------
                                     Signature by or on behalf of Assignor


                                     -------------------------------------------
                                     Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to_____________________________________________
for the account of .

         Distributions made by check (such check to be made payable to
___________________________________________) and all applicable statements and
notices should be mailed to .

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________
as its agent.


                                       9
<PAGE>

                                                                    EXHIBIT A-21
                                                                    ------------


                         FORM OF CLASS R-II CERTIFICATE

                               CLASS R-II MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C3

         evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

<TABLE>
<CAPTION>
                                     GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<S>                                                          <C>
Date of Pooling and Servicing Agreement:                     Percentage Interest evidenced by this Certificate in
December 1, 2002                                             the related Class:  [__]%

Cut-off Date:  With respect to any Mortgage Loan, the Due    Aggregate unpaid principal balance of the Mortgage Pool
Date for such Mortgage Loan in December 2002                 as of the respective Cut-off Dates of the Mortgage
                                                             Loans, after deducting payments of principal due on or
                                                             before such date, whether or not received:  $777,414,016

Issue Date:  December 19, 2002

First Distribution Date:  January 10, 2003                   Trustee: Wells Fargo Bank Minnesota, National
                                                             Association

Master Servicer and Special Servicer:                        CUSIP No. 361849 WQ 1

GMAC Commercial Mortgage Corporation
Certificate No. R-II-1                                       ISIN No. US361849WQ13
</TABLE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J,
CLASS K, CLASS L, CLASS M, CLASS N, CLASS O-1, CLASS O-2 AND CLASS P
CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE AGREEMENT
REFERRED TO HEREIN.

                                       1
<PAGE>

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX
RELATED TRANSFER RESTRICTIONS SET FORTH IN THE AGREEMENT. IF ANY PERSON BECOMES
THE REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER
RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER OR UNDER THE AGREEMENT REFERRED TO HEREIN, INCLUDING,
BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.

     This certifies that [__________] is the registered owner of the Percentage
Interest evidenced by this Class R-II Certificate (as specified above) in that
certain beneficial ownership interest evidenced by all the Class R-II
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer and Wells Fargo Bank Minnesota, National
Association, as Trustee. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
10th day of each month or, if such 10th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing upon the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the

                                       2
<PAGE>

last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class R-II Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on any Class R-II Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto, as such name and address
appear in the Certificate Register. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the offices of the Certificate Registrar appointed as
provided in the Agreement or such other location as may be specified in such
notice.

     The Depositor's Mortgage Pass-Through Certificates, Series 2002-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and Distribution Account may be made from time to time for
purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     The Class R-II Certificates are issuable in fully registered form only
without coupons in minimum denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Class R-II Certificates are exchangeable for new
Class R-II Certificates in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class R-II Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

     No transfer of any Class R-II Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class R-II Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. None of the
Depositor, the Trustee or the Certificate Registrar is obligated to register or
qualify the Class R-II Certificates under the Securities Act or any other
securities law or to take any action not otherwise required under the Agreement
to permit the
                                       3
<PAGE>

transfer of any Class R-II Certificate without registration or qualification.
Any Class R-II Certificateholder desiring to effect such a transfer shall, and
by the acceptance of its Class R-II Certificate agrees to, indemnify the
Depositor, the Trustee and the Certificate Registrar against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws.

     No transfer of a Class R-II Certificate or any interest therein shall be
made to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to ERISA or Section 4975 of the Code
(each, a "Plan") or (B) any Person who is directly or indirectly purchasing the
Class R-II Certificate or interest therein on behalf of, as named fiduciary of,
as trustee of, or with assets of a Plan.

     Each Person who has or who acquires any Ownership Interest in this
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of Section 5.02(d) of the
Agreement and, if any purported Transferee shall become a Holder of this
Certificate in violation of the provisions of such Section 5.02(d), to have
irrevocably authorized the Trustee under clause (ii)(A) of such Section 5.02(d)
to deliver payments to a Person other than such Person and to have irrevocably
authorized the Trustee under clause (ii)(B) of such Section 5.02(d) to negotiate
the terms of any mandatory sale and to execute all instruments of Transfer and
to do all other things necessary in connection with any such sale. Each Person
holding or acquiring any Ownership Interest in this Certificate must be a
Permitted Transferee and a United States Person and shall promptly notify the
Trustee of any change or impending change in its status as a Permitted
Transferee or United States Person. In connection with any proposed Transfer of
any Ownership Interest in this Certificate, the Trustee shall require delivery
to it, and shall not register the Transfer of this Certificate until its receipt
of, an affidavit and agreement substantially in the form attached as Exhibit C-1
to the Agreement (a "Transfer Affidavit and Agreement") from the proposed
Transferee, in form and substance satisfactory to the Trustee, representing and
warranting, among other things, that such Transferee is a Permitted Transferee
and a United States Person, that it is not acquiring its Ownership Interest in
this Certificate as a nominee, trustee or agent for any Person that is not a
Permitted Transferee or is not a United States Person, that for so long as it
retains its Ownership Interest in this Certificate, it will endeavor to remain a
Permitted Transferee and a United States Person, and that it has reviewed the
provisions of Section 5.02(d) of the Agreement and agrees to be bound by them.
Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed
Transferee, if the Trustee has actual knowledge that the proposed Transferee is
not a Permitted Transferee or is not a United States Person, the Trustee shall
not register the Transfer of an Ownership Interest in this Certificate to such
proposed Transferee.

     Each Person holding or acquiring any Ownership Interest in this Certificate
shall agree (x) to require a Transfer Affidavit and Agreement from any
prospective Transferee to whom such Person attempts to transfer its Ownership
Interest herein and (y) not to transfer its Ownership Interest unless it
provides to the Trustee a certificate substantially in the form attached as
Exhibit C-2 to the Agreement stating that, among other things, it has no actual
knowledge that such prospective Transferee is not a Permitted Transferee or is
not a United States Person. Each Person holding or acquiring an Ownership
Interest in this Certificate, by

                                       4
<PAGE>

purchasing such Ownership Interest herein, agrees to give the Trustee written
notice that it is a "pass-through interest holder" within the meaning of
temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A) immediately upon
acquiring such Ownership Interest, if it is, or is holding such Ownership
Interest on behalf of, a "pass-through interest holder".

     The provisions of Section 5.02(d) of the Agreement may be modified, added
to or eliminated, provided that there shall have been delivered to the Trustee
the following: (a) written notification from each Rating Agency to the effect
that the modification of, addition to or elimination of such provisions will not
cause such Rating Agency to withdraw, qualify or downgrade its then-current
rating of any Class of Certificates; and (b) an Opinion of Counsel, in form and
substance satisfactory to the Trustee and the Depositor, to the effect that such
modification of, addition to or elimination of such provisions will not cause
either REMIC I, REMIC II or REMIC III to (x) cease to qualify as a REMIC or (y)
be subject to an entity-level tax caused by the Transfer of any Class R-II
Certificate to a Person which is not a Permitted Transferee, or cause a Person
other than the prospective Transferee to be subject to a REMIC-related tax
caused by the Transfer of a Class R-II Certificate to a Person which is not a
Permitted Transferee.

     A "Permitted Transferee" is any Transferee other than (i) the United
States, any State or political subdivision thereof, any possession of the United
States, or any agency or instrumentality of any of the foregoing (other than an
instrumentality which is a corporation if all of its activities are subject to
tax and, except for FHLMC, a majority of its board of directors is not selected
by such governmental unit), (ii) a foreign government, any international
organization, or any agency or instrumentality of any of the foregoing, (iii)
any organization (other than certain farmers' cooperatives described in Section
521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code
(including the tax imposed by Section 511 of the Code on unrelated business
taxable income), (iv) rural electric and telephone cooperatives described in
Section 1381(a)(2)(C) of the Code, and (v) any electing large partnership under
Section 775 of the Code and/or any other Person so designated by the Trustee
based upon an Opinion of Counsel that the holding of an Ownership Interest in a
Class R-II Certificate by such Person may cause the Trust Fund or any Person
having an Ownership Interest in any Class of Certificates (other than such
Person) to incur a liability for any federal tax imposed under the Code that
would not otherwise be imposed but for the Transfer of an Ownership Interest in
a Class R-II Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.

     A "United States Person" is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof (except, in the
case of a partnership, to the extent provided in Treasury regulations), an
estate whose income from sources without the United States is includable in
gross income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States, or
a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
Persons have the authority to control all substantial decisions of the trust.

                                       5
<PAGE>

     No service charge will be imposed for any registration of transfer or
exchange of Class R-II Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Class R-II Certificates.

     Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier of: (i) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property remaining in the Trust Fund; (ii) as permitted,
but not required, by the Agreement, the purchase by the Master Servicer, the
Majority Certificateholder of the Controlling Class or the Depositor, at a price
determined as provided in the Agreement, of all Mortgage Loans and any REO
Properties remaining in the Trust Fund if the aggregate Stated Principal Balance
of the Mortgage Pool at the time of purchase is less than 1% of the aggregate
Cut-off Date Principal Balance of the Mortgage Pool specified on the face
hereof; or (iii) as permitted, but not required, by the Agreement, the exchange
by the Majority Certificateholder of the Controlling Class of all of the
Certificates (other than the Residual Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund on any Distribution Date
on which the aggregate Certificate Balance of the Class A, Class B, Class C,
Class D, Class E, Class F Certificates, Class G Certificates and Class H
Certificates is reduced to zero.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66-2/3% of the
Voting Rights allocated to the affected Classes. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain circumstances, including any amendment necessary
to maintain the status of REMIC I, REMIC II or REMIC III as a REMIC, without the
consent of the Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

                                       6
<PAGE>

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.






                                       7
<PAGE>

     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                               Wells Fargo Bank Minnesota, National Association,
                               as Trustee

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class R-II Certificates referred to in the
within-mentioned Agreement.

Dated:  December 19, 2002

                               Wells Fargo Bank Minnesota, National Association,
                               as Certificate Registrar

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory


                                       8
<PAGE>

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

     I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Dated:

                                       -----------------------------------------
                                       Signature by or on behalf of Assignor


                                       -----------------------------------------
                                       Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to _____________________________________________
for the account of .

     Distributions made by check (such check to be made payable to
___________________________________________) and all applicable statements and
notices should be mailed to .

     This information is provided by __________________________________________,
the assignee named above, or __________________________________________________
as its agent.



                                       9
<PAGE>

                                                                    EXHIBIT A-22

                         FORM OF CLASS R-III CERTIFICATE

                              CLASS R-III MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C3

         evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

<TABLE>
<CAPTION>
                                     GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<S>                                                          <C>
Date of Pooling and Servicing Agreement:                     Percentage Interest evidenced by this Certificate in
December 1, 2002                                             the related Class:  [__]%

Cut-off Date:  With respect to any Mortgage Loan, the Due    Aggregate unpaid principal balance of the Mortgage Pool
Date for such Mortgage Loan in December 2002                 as of the respective Cut-off Dates of the Mortgage

                                                             Loans, after deducting payments of principal due on or
                                                             before such date, whether or not received:  $777,414,016

Issue Date:  December 19, 2002

First Distribution Date:  January 10, 2003                   Trustee: Wells Fargo Bank Minnesota, National
                                                             Association

Master Servicer and Special Servicer:                        CUSIP No. 361849 WR 9
GMAC Commercial Mortgage Corporation

Certificate No. R-III-1                                      ISIN No. US361849 WR 95
</TABLE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J,
CLASS K, CLASS L, CLASS M, CLASS N, CLASS O-1, CLASS O-2 AND CLASS P
CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE AGREEMENT
REFERRED TO HEREIN.

                                       1
<PAGE>

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX
RELATED TRANSFER RESTRICTIONS SET FORTH IN THE AGREEMENT. IF ANY PERSON BECOMES
THE REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER
RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER OR UNDER THE AGREEMENT REFERRED TO HEREIN, INCLUDING,
BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.

     This certifies that [________] is the registered owner of the Percentage
Interest evidenced by this Class R-III Certificate (as specified above) in that
certain beneficial ownership interest evidenced by all the Class R-III
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer and Wells Fargo Bank Minnesota, National
Association, as Trustee. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
10th day of each month or, if such 10th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing upon the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the

                                       2
<PAGE>

last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class R-III Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on any Class R-III Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto, as such name and address
appear in the Certificate Register. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the offices of the Certificate Registrar appointed as
provided in the Agreement or such other location as may be specified in such
notice.

     The Depositor's Mortgage Pass-Through Certificates, Series 2002-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and Distribution Account may be made from time to time for
purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     The Class R-III Certificates are issuable in fully registered form only
without coupons in minimum denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Class R-III Certificates are exchangeable for new
Class R-III Certificates in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class R-III Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

     No transfer of any Class R-III Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class R-III Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. None of the
Depositor, the Trustee or the Certificate Registrar is obligated to register or
qualify the Class R-III Certificates under the Securities Act or any other
securities law or to take any action not otherwise required

                                       3
<PAGE>

under the Agreement to permit the transfer of any Class R-III Certificate
without registration or qualification. Any Class R-III Certificateholder
desiring to effect such a transfer shall, and by the acceptance of its Class
R-III Certificate agrees to, indemnify the Depositor, the Trustee and the
Certificate Registrar against any liability that may result if the transfer is
not so exempt or is not made in accordance with such federal and state laws.

     No transfer of a Class R-III Certificate or any interest therein shall be
made to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to ERISA or Section 4975 of the Code
(each, a "Plan") or (B) any Person who is directly or indirectly purchasing the
Class R-III Certificate or interest therein on behalf of, as named fiduciary of,
as trustee of, or with assets of a Plan.

     Each Person who has or who acquires any Ownership Interest in this
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of Section 5.02(d) of the
Agreement and, if any purported Transferee shall become a Holder of this
Certificate in violation of the provisions of such Section 5.02(d), to have
irrevocably authorized the Trustee under clause (ii)(A) of such Section 5.02(d)
to deliver payments to a Person other than such Person and to have irrevocably
authorized the Trustee under clause (ii)(B) of such Section 5.02(d) to negotiate
the terms of any mandatory sale and to execute all instruments of Transfer and
to do all other things necessary in connection with any such sale. Each Person
holding or acquiring any Ownership Interest in this Certificate must be a
Permitted Transferee and a United States Person and shall promptly notify the
Trustee of any change or impending change in its status as a Permitted
Transferee or United States Person. In connection with any proposed Transfer of
any Ownership Interest in this Certificate, the Trustee shall require delivery
to it, and shall not register the Transfer of this Certificate until its receipt
of, an affidavit and agreement substantially in the form attached as Exhibit C-1
to the Agreement (a "Transfer Affidavit and Agreement") from the proposed
Transferee, in form and substance satisfactory to the Trustee, representing and
warranting, among other things, that such Transferee is a Permitted Transferee
and a United States Person, that it is not acquiring its Ownership Interest in
this Certificate as a nominee, trustee or agent for any Person that is not a
Permitted Transferee or is not a United States Person, that for so long as it
retains its Ownership Interest in this Certificate, it will endeavor to remain a
Permitted Transferee and a United States Person, and that it has reviewed the
provisions of Section 5.02(d) of the Agreement and agrees to be bound by them.
Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed
Transferee, if the Trustee has actual knowledge that the proposed Transferee is
not a Permitted Transferee or is not a United States Person, the Trustee shall
not register the Transfer of an Ownership Interest in this Certificate to such
proposed Transferee.

     Each Person holding or acquiring any Ownership Interest in this Certificate
shall agree (x) to require a Transfer Affidavit and Agreement from any
prospective Transferee to whom such Person attempts to transfer its Ownership
Interest herein and (y) not to transfer its Ownership Interest unless it
provides to the Trustee a certificate substantially in the form attached as
Exhibit C-2 to the Agreement stating that, among other things, it has no actual
knowledge that such prospective Transferee is not a Permitted Transferee or is
not a United States Person. Each Person holding or acquiring an Ownership
Interest in this Certificate, by

                                       4
<PAGE>

purchasing such Ownership Interest herein, agrees to give the Trustee written
notice that it is a "pass-through interest holder" within the meaning of
temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A) immediately upon
acquiring such Ownership Interest, if it is, or is holding such Ownership
Interest on behalf of, a "pass-through interest holder".

     The provisions of Section 5.02(d) of the Agreement may be modified, added
to or eliminated, provided that there shall have been delivered to the Trustee
the following: (a) written notification from each Rating Agency to the effect
that the modification of, addition to or elimination of such provisions will not
cause such Rating Agency to withdraw, qualify or downgrade its then-current
rating of any Class of Certificates; and (b) an Opinion of Counsel, in form and
substance satisfactory to the Trustee and the Depositor, to the effect that such
modification of, addition to or elimination of such provisions will not cause
either REMIC I, REMIC II or REMIC III to (x) cease to qualify as a REMIC or (y)
be subject to an entity-level tax caused by the Transfer of any Class R-III
Certificate to a Person which is not a Permitted Transferee, or cause a Person
other than the prospective Transferee to be subject to a REMIC-related tax
caused by the Transfer of a Class R-III Certificate to a Person which is not a
Permitted Transferee.

     A "Permitted Transferee" is any Transferee other than (i) the United
States, any State or political subdivision thereof, any possession of the United
States, or any agency or instrumentality of any of the foregoing (other than an
instrumentality which is a corporation if all of its activities are subject to
tax and, except for FHLMC, a majority of its board of directors is not selected
by such governmental unit), (ii) a foreign government, any international
organization, or any agency or instrumentality of any of the foregoing, (iii)
any organization (other than certain farmers' cooperatives described in Section
521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code
(including the tax imposed by Section 511 of the Code on unrelated business
taxable income), (iv) rural electric and telephone cooperatives described in
Section 1381(a)(2)(C) of the Code, and (v) any electing large partnership under
Section 775 of the Code and/or any other Person so designated by the Trustee
based upon an Opinion of Counsel that the holding of an Ownership Interest in a
Class R-III Certificate by such Person may cause the Trust Fund or any Person
having an Ownership Interest in any Class of Certificates (other than such
Person) to incur a liability for any federal tax imposed under the Code that
would not otherwise be imposed but for the Transfer of an Ownership Interest in
a Class R-III Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.

     A "United States Person" is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof (except, in the
case of a partnership, to the extent provided in Treasury regulations), an
estate whose income from sources without the United States is includable in
gross income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States, or
a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
Persons have the authority to control all substantial decisions of the trust.

                                       5
<PAGE>

     No service charge will be imposed for any registration of transfer or
exchange of Class R-III Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Class R-III Certificates.

     Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier of: (i) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property remaining in the Trust Fund; (ii) as permitted,
but not required, by the Agreement, the purchase by the Master Servicer, the
Majority Certificateholder of the Controlling Class or the Depositor, at a price
determined as provided in the Agreement, of all Mortgage Loans and any REO
Properties remaining in the Trust Fund if the aggregate Stated Principal Balance
of the Mortgage Pool at the time of purchase is less than 1% of the aggregate
Cut-off Date Principal Balance of the Mortgage Pool specified on the face
hereof; or (iii) as permitted, but not required, by the Agreement, the exchange
by the Majority Certificateholder of the Controlling Class of all of the
Certificates (other than the Residual Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund on any Distribution Date
on which the aggregate Certificate Balance of the Class A, Class B, Class C,
Class D, Class E, Class F Certificates, Class G Certificates and Class H
Certificates is reduced to zero.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66-2/3% of the
Voting Rights allocated to the affected Classes. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain circumstances, including any amendment necessary
to maintain the status of REMIC I, REMIC II or REMIC III as a REMIC, without the
consent of the Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

                                       6
<PAGE>

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.













                                       7
<PAGE>

     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                               Wells Fargo Bank Minnesota, National Association,
                               as Trustee

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class R-III Certificates referred to in the
within-mentioned Agreement.

Dated:  December 19, 2002

                               Wells Fargo Bank Minnesota, National Association,
                               as Certificate Registrar

                               By:
                                  ----------------------------------------------
                                  Authorized Signatory



                                       8
<PAGE>

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

     I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Dated:

                                       -----------------------------------------
                                       Signature by or on behalf of Assignor

                                       -----------------------------------------
                                       Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of .

         Distributions made by check (such check to be made payable to
___________________________________________) and all applicable statements and
notices should be mailed to .

         This information is provided by ______________________________________,
the assignee named above, or ___________________________________________________
as its agent.



                                       9
<PAGE>


                                                                     EXHIBIT B-1

                         FORM OF TRANSFEROR CERTIFICATE

                                     [Date]

Wells Fargo Bank Minnesota, National Association
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113

Attention:        Corporate Trust Services (CMBS),
                  GMAC Mortgage Pass-Through Certificates Series 2002-C3

         Re:      GMAC Commercial Mortgage Securities, Inc., Mortgage
                  Pass-Through Certificates, Series 2002-C3, [Class X-1] [Class
                  X-2] [Class F] [Class G] [Class H] [Class J] [Class K] [Class
                  L] [Class M] [Class N] [Class O-1] [Class O-2] [Class P]
                  [Class R-I] [Class R-II] [Class R-III], [having an initial
                  principal balance/initial notional amount as of December 19,
                  2002 of $ ] [evidencing a % Percentage Interest in such
                  Class].

Dear Sirs:

     This letter is delivered to you in connection with the transfer by
___________ (the "Transferor") to (the "Transferee") of the captioned
Certificates (the "Certificates"), pursuant to Section 5.02 of the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
December 1, 2002, among GMAC Commercial Mortgage Securities, Inc., as Depositor,
GMAC Commercial Mortgage Corporation, as Master Servicer and Special Servicer,
and Wells Fargo Bank Minnesota, National Association, as Trustee. All terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Pooling and Servicing Agreement. The Transferor hereby certifies, represents
and warrants to you, as Certificate Registrar, that:

     1. The Transferor is the lawful owner of the Certificates with the full
right to transfer the Certificates free from any and all claims and encumbrances
whatsoever.

     2. Neither the Transferor nor anyone acting on its behalf has (a) offered,
transferred, pledged, sold or otherwise disposed of the Certificates, any
interest in the Certificates or any other similar security to any person in any
manner, (b) solicited any offer to buy or accept a transfer, pledge or other
disposition of the Certificates, any interest in the Certificates or any other
similar security from any person in any manner, (c) otherwise approached or
negotiated with respect to the Certificates, any interest in the Certificates or
any other similar security with any person in any manner, (d) made any general
solicitation with respect to the Certificates, any interest in the Certificates
or any other similar security by means of general advertising or in any other
manner, or (e) taken any other action with respect to the Certificates, any
interest in the

                                     B-1-1
<PAGE>

Certificates or any other similar security, which (in the case of any of the
acts described in clauses (a) through (e) hereof) would constitute a
distribution under the Securities Act of 1933 (the "Securities Act"), or would
render the disposition of the Certificates a violation of Section 5 of the
Securities Act or any state securities laws, or would require registration or
qualification of the Certificates pursuant to the Securities Act or any state
securities laws.

     3. The Transferor and any person acting on behalf of the Transferor in this
matter reasonably believe that the Transferee is a "qualified institutional
buyer" (as that term is defined in Rule 144A ("Rule 144A") under the Securities
Act) purchasing for its own account or for the account of other qualified
institutional buyers, and has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of an
investment in the Certificates.

     4. The Transferor or a person acting on its behalf has taken reasonable
steps to ensure that the Transferee is aware that the Transferor is relying on
the exemption from the provisions of Section 5 of the Securities Act provided by
Rule 144A.

     5. The Transferor or a person acting on its behalf has furnished, or caused
to be furnished, to the Transferee all information regarding (a) the
Certificates and distributions thereon, (b) the nature, performance and
servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement, and
(d) any credit enhancement mechanism associated with the Certificates, that the
Transferee has requested.

                                          Very truly yours,

                                          Print Name of Transferor

                                          --------------------------------------

                                          By:
                                             -----------------------------------
                                             Name
                                             Title




                                     B-1-2
<PAGE>

                                                                     EXHIBIT B-2

                         FORM OF TRANSFEREE CERTIFICATE

                                     [Date]

Wells Fargo Bank Minnesota, National Association
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113

Attention:        Corporate Trust Services (CMBS),
                  GMAC Mortgage Pass-Through Certificates Series 2002-C3

         Re:      GMAC Commercial Mortgage Securities, Inc., Mortgage
                  Pass-Through Certificates, Series 2002-C3, [Class X-1] [Class
                  X-2] [Class F] [Class G] [Class H] [Class J] [Class K] [Class
                  L] [Class M] [Class N] [Class O-1] [Class O-2] [Class P]
                  [Class R-I] [Class R-II] [Class R-III], [having an initial
                  principal balance/initial notional amount as of December 19,
                  2002 of $ ] [evidencing a % Percentage Interest in such
                  Class].

Dear Sirs:

     This letter is delivered to you in connection with the transfer by
____________ (the "Transferor") to (the "Transferee") of the captioned
Certificates (the "Certificates"), pursuant to Section 5.02 of the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
December 1, 2002 among GMAC Commercial Mortgage Securities, Inc., as Depositor,
GMAC Commercial Mortgage Corporation, as Master Servicer and Special Servicer,
and Wells Fargo Bank Minnesota, National Association, as Trustee. All terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Pooling and Servicing Agreement. The Transferee hereby certifies, represents
and warrants to you, as Certificate Registrar, that:

     1. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A ("Rule 144A") under the Securities Act of 1933 (the
"Securities Act") and has completed one of the forms of certification to that
effect attached hereto as Annex 1 and Annex 2. The Transferee is aware that the
sale to it is being made in reliance on Rule 144A. The Transferee is acquiring
the Certificates for its own account or for the account of a qualified
institutional buyer, and understands that such Certificates may be resold,
pledged or transferred only (a) to a person reasonably believed to be a
qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act.

                                     B-2-1
<PAGE>

     2. The Transferee has been furnished with all information regarding (a) the
Certificates and distributions thereon, (b) the nature, performance and
servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement, and
(d) any credit enhancement mechanism associated with the Certificates, that it
has requested.

     3. If the Transferee proposes that the Certificates be registered in the
name of a nominee, such nominee has completed the Nominee Acknowledgment below.

     4. The Transferee hereby certifies to the Trustee, the Depositor and the
Master Servicer that such transfer is permissible under applicable law, either
(a) such Transferee is not an "employee benefit plan" (within the meaning of
Section 3(3) of ERISA) that is subject to ERISA, a "plan" (within the meaning of
Section 4975 of the Code) that is subject to Section 4975 of the Code, or any
entity deemed to hold "plan assets" of any such plan (within the meaning of
United States Department of Labor ("DOL") Regulations Section 2510.3-101, or (b)
in the case of a Certificate that is not a Residual Certificate, such transfer
will not constitute or result in any non-exempt prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code, will not subject the
Depositor, the Trustee or the Master Servicer to any obligation in addition to
those undertaken in the Pooling and Servicing Agreement, and the following
conditions are met: (i) with respect to the Class X-1, Class X-2, Class F, Class
G and/or Class H Certificates, the prospective transferee qualifies as an
accredited investor as defined in Rule 501(a) of Regulation D of the Securities
Act and (x) at the time of such transfer, such Certificates continue to be rated
in one of the top four rating categories by at least one Rating Agency or (y)
the source of funds used to purchase the Certificates is an "insurance company
general account" (as such term is defined in DOL Prohibited Transaction Class
Exemption ("PTCE") 95-60) and the conditions set forth in Sections I and III of
PTCE 95-60 are satisfied with respect to the Transferee's purchase and holding
of the Certificates, as of the date of acquisition of such Certificate; or (ii)
with respect to the Class J, Class K, Class L, Class M, Class N, Class O and/or
Class P Certificates, (1) the prospective transferee qualifies as an accredited
investor as defined in Rule 501(a) of Regulation D of the Securities Act, (2)
the source of funds used to purchase the Certificates is an "insurance company
general account" (as such term is defined in PTCE 95-60) and (3) the conditions
set forth in Sections I and III of PTCE 95-60 are satisfied with respect to the
Transferee's purchase and holding of the Certificates, as of the date of
acquisition of such Certificates.


                                           Very truly yours,

                                           Print Name of Transferee


                                           -------------------------------------



                                           By:
                                              ----------------------------------
                                              Name:
                                              Title:

                                     B-2-2
<PAGE>

                             NOMINEE ACKNOWLEDGMENT

     The undersigned hereby acknowledges and agrees that as to the Certificate
being registered in its name, the sole beneficial owner thereof is and shall be
__________, the Transferee identified above, for whom the undersigned is acting
as nominee.


                                            Very truly yours,

                                            Print Name of Nominee

                                            ------------------------------------



                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:



                                     B-2-3
<PAGE>

                                                          ANNEX 1 TO EXHIBIT B-2

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [FOR TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]

     The undersigned hereby certifies as follows to (the "Transferor") and , as
Certificate Registrar, with respect to the mortgage pass-through certificate
(the

     "Certificate") described in the Transferee Certificate to which this
certification relates and to which this certification is an Annex:

     1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Certificates (the "Transferee").

     2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933 ("Rule 144A"), because (i)
the Transferee owned and/or invested on a discretionary basis $____________ in
securities(1) (other than the excluded securities referred to below) as of the
end of the Transferee's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the
category marked below.

     Corporation, etc. The Transferee is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts or similar
business trust, partnership, or any organization described in Section 501(c)(3)
of the Internal Revenue Code of 1986.

     Bank. The Transferee (a) is a national bank or a banking institution
organized under the laws of any State, U.S. territory or the District of
Columbia, the business of which is substantially confined to banking and is
supervised by the State or territorial banking commission or similar official or
is a foreign bank or equivalent institution, and (b) has an audited net worth of
at least $25,000,000 as demonstrated in its latest annual financial statements,
a copy of which is attached hereto, as of a date not more than 16 months
preceding the date of sale of the Certificate in the case of a U.S. bank, and
not more than 18 months preceding such date of sale for a foreign bank or
equivalent institution.

     Savings and Loan. The Transferee (a) is a savings and loan association,
building and loan association, cooperative bank, homestead association or
similar institution, which is supervised and examined by a State or Federal
authority having supervision over any such institutions, or is a foreign savings
and loan association or equivalent institution and (b) has an audited net worth
of at least $25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto, as of a date not more than 16
months preceding the date of sale of the Certificate in the case of a U.S.
savings and loan association, and not more

------------------------
(1) Transferee must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Transferee is a dealer, and, in that case,
Transferee must own and/or invest on a discretionary basis at least $10,000,000
in securities.

                                     B-2-4
<PAGE>

than 18 months preceding such date of sale for a foreign savings and loan
association or equivalent institution.

     Broker-dealer. The Transferee is a dealer registered pursuant to Section 15
of the Securities Exchange Act of 1934.

     Insurance Company. The Transferee is an insurance company whose primary and
predominant business activity is the writing of insurance or the reinsuring of
risks underwritten by insurance companies and which is subject to supervision by
the insurance commissioner or a similar official or agency of a State, U.S.
territory or the District of Columbia.

     State or Local Plan. The Transferee is a plan established and maintained by
a State, its political subdivisions, or any agency or instrumentality of the
State or its political subdivisions, for the benefit of its employees.

     ERISA Plan. The Transferee is an employee benefit plan within the meaning
of Title I of the Employee Retirement Income Security Act of 1974.

     Investment Advisor. The Transferee is an investment advisor registered
under the Investment Advisers Act of 1940.

     Other. (Please supply a brief description of the entity and a cross
reference to the paragraph and subparagraph under subsection (a)(1) of Rule 144A
pursuant to which it qualifies. Note that registered investment companies should
complete Annex 2 rather than this Annex 1).

     3. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee, (ii) securities that are part
of an unsold allotment to or subscription by the Transferee, if the Transferee
is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.
For purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Transferee, the Transferee did not
include any of the securities referred to in this paragraph.

     4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, the Transferee used
the cost of such securities to the Transferee, unless the Transferee reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if such
subsidiaries are consolidated with the Transferee in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Transferee's direction.
However, such securities were not included if the Transferee is a majority
owned, consolidated subsidiary of another enterprise and the Transferee is not
itself a reporting company under the Securities Exchange Act of 1934.

                                     B-2-5
<PAGE>

     5. The Transferee acknowledges that it is familiar with Rule 144A and
understands that the Transferor and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Transferee may be in reliance on Rule 144A.

     Will the Transferee be purchasing the Certificates only for the
Transferee's own account?

               Yes [ ]             No  [ ]

     6. If the answer to the foregoing question is "no," then in each case where
the Transferee is purchasing for an account other than its own, such account
belongs to a third party that is itself a "qualified institutional buyer" within
the meaning of Rule 144A, and the "qualified institutional buyer" status of such
third party has been established by the Transferee through one or more of the
appropriate methods contemplated by Rule 144A.

     7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Certificate will
constitute a reaffirmation of this certification as of the date of such
purchase. In addition, if the Transferee is a bank or savings and loan as
provided above, the Transferee agrees that it will furnish to such parties any
updated annual financial statements that become available on or before the date
of such purchase, promptly after they become available.


                                           Print Name of Transferee


                                           -------------------------------------



                                           By:
                                              ----------------------------------
                                              Name:
                                              Title:


Date:


                                     B-2-6
<PAGE>

                                                          ANNEX 2 TO EXHIBIT B-2

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]

     The undersigned hereby certifies as follows to (the "Transferor") and , as
Certificate Registrar, with respect to the mortgage pass-through certificate
(the "Certificate") described in the Transferee Certificate to which this
certification relates and to which this certification is an Annex:

     1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Certificates (the "Transferee") or, if the Transferee is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because the Transferee is part of a Family
of Investment Companies (as defined below), is an executive officer of the
investment adviser (the "Adviser").

     2. The Transferee is a "qualified institutional buyer" as defined in Rule
144A because (i) the Transferee is an investment company registered under the
Investment Company Act of 1940, and (ii) as marked below, the Transferee alone
owned and/or invested on a discretionary basis, or the Transferee's Family of
Investment Companies owned, at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Transferee's most
recent fiscal year. For purposes of determining the amount of securities owned
by the Transferee or the Transferee's Family of Investment Companies, the cost
of such securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be, reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at
market.

     The Transferee owned and/or invested on a discretionary basis $__________
in securities (other than the excluded securities referred to below) as of the
end of the Transferee's most recent fiscal year (such amount being calculated in
accordance with Rule 144A).

     The Transferee is part of a Family of Investment Companies which owned in
the aggregate $________ in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A).

     3. The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

     4. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee or are part of the Transferee's
Family of Investment Companies,

                                     B-2-1
<PAGE>

(ii) bank deposit notes and certificates of deposit, (iii) loan participations,
(iv) repurchase agreements, (v) securities owned but subject to a repurchase
agreement and (vi) currency, interest rate and commodity swaps. For purposes of
determining the aggregate amount of securities owned and/or invested on a
discretionary basis by the Transferee, or owned by the Transferee's Family of
Investment Companies, the securities referred to in this paragraph were
excluded.

     5. The Transferee is familiar with Rule 144A and understands that the
parties to which this certification is being made are relying and will continue
to rely on the statements made herein because one or more sales to the
Transferee will be in reliance on Rule 144A.

     Will the Transferee be purchasing the Certificates only for the
Transferee's own account?

               Yes [ ]             No  [ ]

     6. If the answer to the foregoing question is "no," then in each case where
the Transferee is purchasing for an account other than its own, such account
belongs to a third party that is itself a "qualified institutional buyer" within
the meaning of Rule 144A, and the "qualified institutional buyer" status of such
third party has been established by the Transferee through one or more of the
appropriate methods contemplated by Rule 144A.

     7. The undersigned will notify the parties to which this certification is
made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Certificates will constitute a
reaffirmation of this certification by the undersigned as of the date of such
purchase.

                                  Print Name of Transferee or Adviser

                                  ----------------------------------------------



                                  By:
                                     -------------------------------------------
                                     Name:
                                     Title:


Date:

                                  IF AN ADVISER:

                                  Print Name of Transferee

                                  ----------------------------------------------


Date:


                                     B-2-2
<PAGE>

Nominee Acknowledgment

The undersigned hereby acknowledges and agrees that as to the Certificate being
registered in its name, the sole beneficial owner thereof is and shall be , the
Transferee identified above, for whom the undersigned is acting as nominee.


                                    Very truly yours,

                                    Print Name of Transferor

                                    --------------------------------------------

                                    By:
                                       -----------------------------------------
                                       Name
                                       Title










                                     B-2-3
<PAGE>

                                                                     EXHIBIT C-1

            FORM OF TRANSFER AFFIDAVIT AND AGREEMENT FOR TRANSFERS OF
                           REMIC RESIDUAL CERTIFICATES

State of              )
                      ) ss
County of             )

     ___________________, being first duly sworn, deposes and says that:

     1. He/She is the _____________________ of _____________________ (the
prospective transferee (the "Transferee") of GMAC Commercial Mortgage
Securities, Inc., Mortgage Pass-Through Certificates, Series 2002-C3, [Class
R-I], [Class R-II] [and Class R-III], evidencing a 100% Percentage Interest in
such Class (the "Residual Certificates"), a _______________duly organized and
validly existing under the laws of _________________--, on behalf of which
he/she makes this affidavit. All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Pooling and
Servicing Agreement pursuant to which the Residual Certificates were issued (the
"Pooling and Servicing Agreement").

     2. The Transferee (i) is, and as of the date of transfer will be, a
"Permitted Transferee" and will endeavor to remain a "Permitted Transferee" for
so long as it holds the Residual Certificates, and (ii) is acquiring the
Residual Certificates for its own account. A "Permitted Transferee" is any
Person other than a "disqualified organization" or a possession of the United
States. (For this purpose, a "disqualified organization" means the United
States, any state or political subdivision thereof, any agency or
instrumentality of any of the foregoing (other than an instrumentality, all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by
any such governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign government or
organization, an electing large partnership under Section 775 of the Code, any
rural electric or telephone cooperative, or any organization (other than certain
farmers' cooperatives) that is generally exempt from federal income tax unless
such organization is subject to the tax on unrelated business taxable income.

     3. The Transferee is aware (i) of the tax that would be imposed on
transfers of the Residual Certificates to "disqualified organizations" under the
Code that applies to all transfers of the Residual Certificates; (ii) that such
tax would be on the transferor (or, with respect to transfers to electing large
partnerships, on such partnership) or, if such transfer is through an agent
(which Person includes a broker, nominee or middleman) for a non-Permitted
Transferee, on the agent; (iii) that the Person otherwise liable for the tax
shall be relieved of liability for the tax if the transferee furnishes to such
Person (other than transfers with respect to electing large partnerships) an
affidavit that the transferee is a Permitted Transferee and, at the time of
transfer, such Person does not have actual knowledge that the affidavit is
false; and (iv) that the Residual

                                     C-1-1
<PAGE>

Certificates may be a "noneconomic residual interest" within the meaning of
Treasury Regulation Section 1.860E-1(c) and that the transferor of a
"noneconomic residual interest" will remain liable for any taxes due with
respect to the income on such residual interest, unless no significant purpose
of the transfer is to enable the transferor to impede the assessment or
collection of tax.

     4. The Transferee is aware of the tax imposed on a "pass-through entity"
holding the Residual Certificates if at any time during the taxable year of the
pass-through entity a non-Permitted Transferee is the record holder of an
interest in such entity. (For this purpose, a "pass-through entity" includes a
regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)

     5. The Transferee is aware that the Certificate Registrar will not register
any transfer of the Residual Certificates by the Transferee unless the
Transferee's transferee, or such transferee's agent, delivers to the Certificate
Registrar, among other things, an affidavit and agreement in substantially the
same form as this affidavit and agreement. The Transferee expressly agrees that
it will not consummate any such transfer if it knows or believes that any
representation contained in such affidavit and agreement is false.

     6. The Transferee consents to any additional restrictions or arrangements
that shall be deemed necessary upon advice of counsel to constitute a reasonable
arrangement to ensure that the Residual Certificate will only be owned, directly
or indirectly, by a Permitted Transferee.

     7. The Transferee's taxpayer identification number is ____________________.

     8. The Transferee has reviewed the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement, a description of which provisions is set forth
in the Residual Certificates (in particular, clause (ii)(A) of Section 5.02(d)
which authorizes the Trustee to deliver payments on the Residual Certificate to
a Person other than the Transferee and clause (ii)(B) of Section 5.02(d) which
authorizes the Trustee to negotiate a mandatory sale of the Residual
Certificates, in either case, in the event that the Transferee holds such
Residual Certificates in violation of Section 5.02(d)); and the Transferee
expressly agrees to be bound by and to comply with such provisions.

     9. No purpose of the Transferee relating to its purchase or any sale of the
Residual Certificates is or will be to impede the assessment or collection of
any tax; in making this representation, the Transferee warrants that the
Transferee is familiar with Treasury Regulation Section 1.860E-1(c) and recent
amendments thereto, effective as of July 19, 2002.

     10. The Transferee hereby represents to and for the benefit of the
Transferor that the Transferee intends and reasonably expects to have the
ability to pay any taxes associated with holding the Residual Certificates as
they become due, fully understanding that it may incur tax liabilities in excess
of any cash flows generated by the Residual Certificates. Any financial
statements or other financial information provided by the transferee at the
request of the Transferor in connection with the transfer of the Residual
Certificates to permit the Transferor to assess the financial capability of the
Transferor to pay any such taxes is true and correct in all material respects.

                                     C-1-2
<PAGE>

     11. The Transferee will, in connection with any transfer that it makes of
the Residual Certificates, deliver to the Certificate Registrar a representation
letter substantially in the form of Exhibit C-2 to the Pooling and Servicing
Agreement. The Transferee hereby agrees that it will not make any transfer of
any Residual Certificate unless (i) the transfer is to an entity which is a
domestic C corporation (other than an exempt corporation, a regulated investment
company, a real estate investment trust, a REMIC, or a cooperative organization
to which part I of Subchapter T of the Code applies) for federal income tax
purposes, and (ii) the transfer is in compliance with the conditions set forth
in paragraph 3 of Exhibit C-2 of the Pooling and Servicing Agreement.

     12. The Transferee is a citizen or resident of the United States, a
corporation, a partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof (except, in the
case of a partnership, to the extent provided in Treasury regulations), an
estate whose income from sources without the United States is includible in
gross income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States, or
a trust for which a court within the United States is able to exercise primary
supervision over its administration and for which one or more United States
Persons have the authority to control all substantial decisions of the trust.

     13. The Transferee is not acquiring the Residual Certificates with "plan
assets" of any plan subject to Title I of ERISA or Section 4975 of the Code.

     14. [The Transferee hereby represents to and for the benefit of the
Transferor that (i) at the time of the transfer, and at the close of each of the
Transferee's two fiscal years preceding the year of transfer, the Transferee's
gross assets for financial reporting purposes exceed $100 million and its net
assets for such purposes exceed $10 million (disregarding, for purposes of
determining gross or net assets, the obligation of any person related to the
Transferee within the meaning of Treasury Regulation section 1.860E-1(c)(5) or
any other asset if a principal purpose for holding or acquiring that asset is to
permit the Transferee to satisfy this minimum gross asset or net asset
requirement), (ii) the Transferee is a domestic C corporation for United States
federal income tax purposes that is not an exempt corporation, a regulated
investment company, a real estate investment trust, a REMIC, or a cooperative
organization to which part I of subchapter T of the Code applies, (iii) there
are no facts or circumstances on or before the date of transfer (or anticipated
transfer) which would reasonably indicate that the taxes associated with the
Residual Certificates will not be paid, and (iv) any transfer of its interest
will be to a transferee that satisfies the requirements of this paragraph
14.](1)

     15. The Transferee hereby agrees that it will not cause income from the
Class R Certificates to be attributable to a foreign permanent establishment or
fixed base (within the meaning of an applicable income tax treaty) of the
Transferee or another United States taxpayer.

--------------
(1) Bracketed text may be used if the Transferee is relying on the "non-formula
safe harbor".

                                     C-1-3
<PAGE>

     IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its and its corporate seal to be hereunto attached, attested by its [Assistant]
Secretary, this day of , .

                                             Very truly yours,

                                             Print Name of Transferee

                                             -----------------------------------



                                             By:
                                                --------------------------------
                                                Name:
                                                Title:


[Corporate Seal]

ATTEST:

-------------------------------------
[Assistant] Secretary

     Personally appeared before me the above-named ______________________, known
or proved to me to be the same person who executed the foregoing instrument and
to be ___________________-the of the Transferee, and acknowledged to me that
he/she executed the same as his/her free act and deed and the free act and deed
of the Transferee.

     Subscribed and sworn before me this ___  day of __________, ____.


                                           -------------------------------------
                                           NOTARY PUBLIC

                                           COUNTY OF____________________________
                                           STATE OF_____________________________
                                           My Commission expires the ____day of
                                           _______________, ____.



                                     C-1-4
<PAGE>

                                                                     EXHIBIT C-2

                  FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS
                         OF REMIC RESIDUAL CERTIFICATES

Wells Fargo Bank Minnesota, National Association
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113

Attention:        Corporate Trust Services (CMBS),
                  GMAC Mortgage Pass-Through Certificates Series 2002-C3

         Re:      GMAC Commercial Mortgage Securities,  Inc., Mortgage
                  Pass-Through Certificates, Series 2002-C3 (the "Certificates")

Dear Sirs:

     This letter is delivered to you in connection with the transfer by (the
"Transferor") to (the "Transferee") of [Class R-I] [Class R-II] [Class R-III]
Certificates evidencing a % Percentage Interest in such Class (the "Residual
Certificates"). The Certificates, including the Residual Certificates, were
issued pursuant to the Pooling and Servicing Agreement, dated as of December 1,
2002 (the "Pooling and Servicing Agreement"), among GMAC Commercial Mortgage
Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation, as Master
Servicer and Special Servicer, and Wells Fargo Bank Minnesota, National
Association, as Trustee. All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferor hereby certifies, represents and warrants to you, as
Certificate Registrar, that:

     1. No purpose of the Transferor relating to the transfer of the Residual
Certificates by the Transferor to the Transferee is or will be to impede the
assessment or collection of any tax; in making this representation, the
Transferor warrants that the Transferor is familiar with Treasury Regulation
Section 1.860E-1(c) and recent amendments thereto, effective as of July 19,
2002.

     2. The Transferor understands that the Transferee has delivered to you a
Transfer Affidavit and Agreement in the form attached to the Pooling and
Servicing Agreement. The Transferor does not know or believe that any
representation contained therein is false.

     3. The Transferor at the time of this transfer has conducted a reasonable
investigation of the financial condition of the Transferee as contemplated by
Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Transferor has determined that the Transferee has
historically paid its debts as they became due and has found no significant
evidence to indicate that the Transferee will not continue to pay its debts as
they become due in the future, and either (A) has determined that the present
value of the anticipated tax liabilities associated with the holding of the
Residual Certificate does not exceed the sum of (1) the present value of any
consideration given to the Transferee to acquire the Certificate, (2) the
present value of the expected future distributions on the Certificate, and (3)
the present value of the anticipated tax savings associated with holding the
Certificate as the REMIC generates losses (having made such determination by (I)
assuming that the Transferee pays tax at a rate equal to the highest rate of tax
specified in Section 11(b)(1) of the Internal Revenue Code ("Code") unless an
alternative rate is permitted to be used under the Treasury Regulation Section
1.860E-1(c)(8)(i), and (II) utilizing a discount rate for present valuations
equal to the Federal short-term rate prescribed by Section

                                     C-2-1

<PAGE>

1274(d) of the Code for the month of the transfer and the compounding period
used by the Transferee, or (B) based on an adequate review of the relevant facts
and circumstances,(2) neither knows nor should know that the Transferee would be
unwilling or unable to pay any taxes due on its share of the taxable income of
the REMIC.

     4. The Transferor understands that the transfer of the Residual
Certificates may not be respected for United States income tax purposes (and the
Transferor may continue to be liable for United States income taxes associated
therewith) unless it complies with a current "safe harbor" under Treasury
Regulation 1.860E-1(c)(4) with respect to such transfer.


                                             Very truly yours,

                                             Print Name of Transferor

                                             -----------------------------------



                                             By:
                                                --------------------------------
                                                Name:
                                                Title:





--------------
(2) If reliance is upon the "non-formula safe harbor" such review would include
all of the following: (i) at the time of the transfer, and at the close of each
of the Transferee's two fiscal years preceding the year of transfer, the
Transferee's gross assets for financial reporting purposes exceed $100 million
and its net assets for such purposes exceed $10 million (disregarding, for
purposes of determining gross or net assets, the obligation of any person
related to the Transferee within the meaning of Treasury Regulation section
1.860E-1(c)(5) or any other asset if a principal purpose for holding or
acquiring that asset is to permit the Transferee to satisfy this minimum gross
asset or net asset requirement), (ii) the Transferee is a domestic C corporation
for United States federal income tax purposes that is not for such purposes an
exempt corporation, a regulated investment company, a real estate investment
trust, a REMIC, or a cooperative organization to which part I of subchapter T of
the Code applies, (iii) there are no facts or circumstances on or before the
date of transfer (or anticipated) which would reasonably indicate that the taxes
associated with the Residual Certificates will not be paid, (iv) the Transferee
will not cause income from the Residual Certificate to be attributable to a
foreign permanent establishment or fixed base (within the meaning of an
applicable income tax treaty) of the Transferee or another United States
taxpayer, and (v) a reasonable person would not conclude based on Treasury
Regulation section 1.860E-1(c)(5)(iii) and the facts and circumstances known to
the transferor on or before the date of the transfer, that the taxes associated
with the Residual Certificate will not be paid. In addition, such "safe harbor"
also requires that the Transferor not know or have reason to know that the
Transferee will not honor the restrictions on subsequent transfers of any
Residual Interest described in paragraphs 11, 12 and 14 of the Transferee's
Transfer Affidavit and Agreement.

                                     C-2-2
<PAGE>

                                                                       EXHIBIT D

                           FORM OF REQUEST FOR RELEASE

DATE:

TO:

RE:      REQUEST FOR RELEASE OF DOCUMENTS

     In connection with the administration of the pool of Mortgage Loans held by
you for the referenced pool, we request the release of the Mortgage Loan File
described below.

                  Pooling and Servicing Agreement Dated:

Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (indicate one)

                                      [ ] Mortgage Loan Prepaid in Full

                                      [ ] Mortgage Loan Repurchased or Sold

                                      [ ] Other (specify) ______________________
                                      __________________________________________
                                      __________________________________________

     "We hereby certify that all amounts received or to be received in
connection with such payments which are required to be deposited have been or
will be so deposited as provided in the Pooling and Servicing Agreement."

[GMAC COMMERCIAL MORTGAGE CORPORATION]

Authorized Signature

******************************************************************************

TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.

                                      D-1
<PAGE>


Enclosed Documents:             [ ] Promissory Note

                                [ ] Primary Insurance Policy

                                [ ] Mortgage or Deed of Trust

                                [ ] Assignment(s) of Mortgage or Deed of Trust

                                [ ] Title Insurance Policy

                                [ ] Other:

Name
Title
Date



                                      D-2
<PAGE>


                                                                       EXHIBIT E

                       FORMS OF UCC-1 FINANCING STATEMENTS













                                      E-1

<PAGE>

                     SCHEDULE 1 TO UCC-1 FINANCING STATEMENT
                     ---------------------------------------

All right (including the power to convey title thereto), title and interest of
the Debtor as more particularly described on Exhibit A attached hereto:

              EXHIBIT A OF SCHEDULE 1 TO UCC-1 FINANCING STATEMENT
              ----------------------------------------------------

     All right (including the power to convey title thereto), title and interest
of the Debtor, including any security interest therein for the benefit of the
Debtor, in and to the Trust Fund created pursuant to the Pooling and Servicing
Agreement, dated as of December 1, 2002, among the Debtor as Depositor, the
Secured Party as Trustee and GMAC Commercial Mortgage Corporation as Master
Servicer and Special Servicer with respect to Mortgage Pass-Through
Certificates, Series 2002-C3 (the "Pooling and Servicing Agreement (Series
2002-C3)"), including:

     (1) the Mortgage Loans listed on the Mortgage Loan Schedule attached
hereto;

     (2) all principal and interest received or receivable with respect to the
Mortgage Loans (other than principal and interest payments due and payable prior
to the Cut-off Date and Principal Prepayments received prior to the Cut-off
Date);

     (3) all amounts held from time to time in the Certificate Account, the
Distribution Account, the Excess Liquidation Proceeds Reserve Account, the
Interest Reserve Account, any REO Account and any Special Reserve Account;

     (4) all of the Debtor's right, title and interest in and to the proceeds of
any title, hazard or other Insurance Policies related to such Mortgage Loans;

     (5) any and all "accounts," "general intangibles," "chattel paper" and
"instruments" (as defined in the Uniform Commercial Code as in effect from time
to time) consisting of, arising from or relating to any of the foregoing; and

     (6) any and all income, payments, proceeds and products of any of the
foregoing.

     Capitalized terms used herein, but not defined, shall have the respective
meanings assigned to such terms in the Pooling and Servicing Agreement (Series
2002-C3).

     THE DEBTOR AND THE SECURED PARTY INTEND THE TRANSACTIONS CONTEMPLATED BY
THE POOLING AND SERVICING AGREEMENT TO CONSTITUTE A SALE OF THE INTEREST IN,
WITH RESPECT TO THE MORTGAGE LOANS, THE MORTGAGE NOTES, THE RELATED MORTGAGES
AND THE RELATED MORTGAGE FILES, AND THIS FILING SHOULD NOT BE CONSTRUED AS A
CONCLUSION THAT A SALE HAS NOT OCCURRED. THE REFERENCES HEREIN TO MORTGAGE NOTES
SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT ANY MORTGAGE NOTE IS NOT AN
INSTRUMENT WITHIN THE MEANING OF THE UNIFORM COMMERCIAL CODE, AS IN EFFECT IN
ANY APPLICABLE JURISDICTION, OR THAT A FILING IS NECESSARY TO PERFECT THE
SECURITY INTEREST OF THE SECURED PARTY, WITH RESPECT TO THE MORTGAGE LOANS, IN
ANY MORTGAGE NOTE,

                                      E-2

<PAGE>

MORTGAGE OR DOCUMENT IN A MORTGAGE FILE. WITH RESPECT TO THE
FOREGOING, THIS FILING IS MADE ONLY IN THE EVENT OF CONTRARY ASSERTIONS BY THIRD
PARTIES.

     *Not in its individual capacity, but solely as Trustee for the benefit of
the Certificateholders pursuant to the Pooling and Servicing Agreement (Series
2002-C3).












                                      E-3
<PAGE>

               MORTGAGE LOAN SCHEDULE TO UCC-1 FINANCING STATEMENT

                                 SEE SCHEDULE I




















                                      E-4
<PAGE>

                                                                       EXHIBIT F

     METHODOLOGY TO NORMALIZE NET OPERATING INCOME AND DEBT SERVICE COVERAGE

o    GMAC Commercial Mortgage Corporation ("GMACCM") applies the methodology
     presented below to arrive at a servicer adjusted or "Normalized" Net
     Operating Income ("NOI"). The items described below highlight some of the
     major categories requiring adjustment. There may, however, be others, and
     GMACCM will use its market knowledge and discretion in making and
     sufficiently footnoting the necessary adjustments.

o    GMACCM chooses to use the actual management fee stated in the financial
     statement.

o    Where they are clearly identifiable, GMACCM will remove any capital expense
     from any above the line categories (such as extraordinary repairs and
     maintenance) and put them below the line in the capital expense comment
     section.

o    Replacement reserves, tenant improvements and leasing commission reserves
     will be treated as above the line expenses. A determination will be made
     whether there have been credits for the disbursements from a reserve and
     that expenses are not overstated due to exclusion of credits.

o    Property taxes should be the annual amount due, excluding any delinquent
     taxes or credits from prior years which would cause the number to be higher
     or lower. The amount for property taxes will be adjusted if the period
     under analysis is less than one year.

o    GMACCM will exclude non-recurring, extraordinary income. For example, a tax
     refund, lease buyout or income received for a period other than the year in
     question should be adjusted. If past due rent for a prior year was paid and
     recorded in the current year, GMACCM would back it out and footnote it
     accordingly. Care will be used when reflecting percentage/overage rents to
     ensure that it relates to the appropriate period and that the numbers are
     supported by tenant sales information.

o    GMACCM will remove any items not pertaining to the operation of the
     property such as, fees for closing the loan restructure, a distribution to
     owners or a charitable contribution.

o    When necessary, income and expenses will be analyzed by looking at
     variances by category. Unusual income and expense items will be researched.
     If there are significant variances, inquiries to the borrower will be made.
     Appropriate adjustments will be made and footnotes provided to clearly
     explain the situation.

o    The debt service should be an actual amount the borrower paid per the
     servicing records for the period associated with the operating statement.
     If GMACCM does not have a full year of payments, it will use the principal
     and interest constant in the case of a fixed rate loan and, in the case of
     an adjustable rate loan, will estimate a full year amount from the payment
     history information available.


                                       F-1
<PAGE>

                                                                       EXHIBIT G

                       FORM OF DISTRIBUTION DATE STATEMENT













                                       G-1
<PAGE>

                                                                     EXHIBIT H-1

                         FORM OF INVESTOR CERTIFICATION

                                     [Date]

Wells Fargo Bank Minnesota, National Association
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113

GMAC Commercial Mortgage Corporation
200 Witmer Road

Horsham, PA 19044

Attention:        Corporate Trust Services (CMBS),
                  GMAC Mortgage Pass-Through Certificates Series 2002-C3

     In accordance with Section 4.02 of the Pooling and Servicing Agreement,
dated as of December 1, 2002 (the "Agreement"), by and among GMAC Commercial
Mortgage Securities, Inc. as Depositor, GMAC Commercial Mortgage Corporation as
Master Servicer and Special Servicer and Wells Fargo Bank Minnesota, National
Association, as Trustee (the "Trustee"), with respect to the GMAC Commercial
Mortgage Securities, Inc. Mortgage Pass-Through Certificates, Series 2002-C3
(the "Certificates"), the undersigned hereby certifies and agrees as follows:

     1. The undersigned is a beneficial owner or prospective purchaser of the
Class ___ Certificates .

     2. The undersigned is requesting access pursuant to the Agreement to
certain information (the "Information") on the [Trustee's website] [Master
Servicer's website] and/or is requesting the information identified on the
schedule attached hereto (also, the "Information") pursuant to the provisions of
the Agreement.

     3. In consideration of the [Trustee's] [Master Servicer's] [Special
Servicer's] disclosure to the undersigned of the Information, or the access
thereto, the undersigned will keep the Information confidential (except from
such outside persons as are assisting it in making an evaluation in connection
with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which
the undersigned is subject), and such Information will not, without the prior
written consent of the [Trustee] [Master Servicer] [Special Servicer], be
otherwise disclosed by the undersigned or by its officers, directors, partners,
employees, agents or representatives (collectively, the "Representatives") in
any manner whatsoever, in whole or in part.

                                    H-1-A-1

<PAGE>

     4. The undersigned will not use or disclose the Information in any manner
which could result in a violation of any provision of the Securities Act of
1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934,
as amended, or would require registration of any Certificate not previously
registered pursuant to Section 5 of the Securities Act.

     5. The undersigned shall be fully liable for any breach of this agreement
by itself or any of its Representatives and shall indemnify the Depositor, the
Trustee, the Master Servicer, the Special Servicer and the Trust Fund for any
loss, liability or expense incurred thereby with respect to any such breach by
the undersigned or any of its Representatives.

     6. Capitalized terms used but not defined herein shall have the respective
meanings assigned thereto in the Agreement.

     IN WITNESS WHEREOF, the undersigned has caused its name to be signed hereto
by its duly authorized signatory, as of the day and year written above.



                                      ------------------------------------------
                                      Beneficial Owner or Prospective Purchaser

                                      By:_______________________________________
                                      Name:_____________________________________
                                      Title:____________________________________
                                      Company:__________________________________
                                      Phone:____________________________________

cc:  GMAC Commercial Mortgage Corporation
     GMAC Commercial Mortgage Securities, Inc.

                                    H-1-A-2

<PAGE>

                                                                   EXHIBIT H-1-A

                                   SCHEDULE TO
                         FORM OF INVESTOR CERTIFICATION




















                                    H-1-A-3
<PAGE>

                                                                     EXHIBIT H-2

                        FORM OF CONFIDENTIALITY AGREEMENT

                                     [DATE]

GMAC Commercial Mortgage Corporation

Attention:        GMAC Commercial Mortgage Securities, Inc., Commercial Mortgage
                  Pass-Through Certificates Series 2002-C3

         Re:      Information regarding Attention: GMAC Commercial Mortgage
                  Securities, Inc., Commercial Mortgage Pass-Through
                  Certificates Series 2002-C3

Ladies and Gentlemen:

     In connection with the GMAC Commercial Mortgage Securities, Inc.,
Commercial Mortgage Pass-Through Certificates Series 2002-C3 (the
"Certificates"), we acknowledge that we will be furnished by GMAC Commercial
Mortgage Corporation as Master Servicer and/or as Special Servicer (and may have
been previously furnished) with certain information (the "Information"). For the
purposes of this letter agreement (this "Agreement"), "Representative" of a
Person refers to such Person's directors, officers, employees, and agents; and
"Person" refers to any individual, group or entity.

     In connection with and in consideration of our being provided with
Information, we hereby acknowledge and agree that we are requesting and will use
the Information solely for purposes of making investment decisions with respect
to the above-referenced Certificates and will not disclose such Information to
any other Person or entity unless required to do so by law; provided such
Information may be disclosed to the auditors and regulators of the undersigned
or to any person or entity that is contemplating the purchase of any Certificate
held by the undersigned or of an interest therein, but only if such person or
entity confirms in writing such contemplation of a prospective ownership
interest and agrees in writing to keep such Information confidential.

     The undersigned shall be fully liable for any breach of this agreement by
itself or any of its Representatives and shall indemnify the Depositor, the
Trustee, the Master Servicer, the Special Servicer and the Trust Fund for any
loss, liability or expense incurred thereby with respect to any such breach by
the undersigned or any of its Representatives.

     This Agreement shall not apply to any of the Information which: (i) is or
becomes generally available and known to the public other than as a result of a
disclosure directly or indirectly by us or any of our Representatives; (ii)
becomes lawfully available to us on a non-confidential basis from a source other
than you or one of your Representatives, which source is not bound by a
contractual or other obligation of confidentiality to any Person; or (iii) was
lawfully known to us on a non-confidential basis prior to its disclosure to us
by you.

                                     H-2-1
<PAGE>

     Capitalized terms used but not defined herein shall have the meaning
assigned thereto in that certain Pooling and Servicing Agreement, dated as of
June 1, 2002, by and among GMAC Commercial Mortgage Securities, Inc. as
Depositor, GMAC Commercial Mortgage Corporation as Master Servicer and Special
Servicer, Wells Fargo Bank Minnesota, National Association, as Trustee (the
"Trustee").

     This Agreement, when signed by us, will constitute our agreement with
respect to the subject matter contained herein.

                                      Very truly yours,

                                      [NAME OF ENTITY]

                                      By:_______________________________________
                                      Name:_____________________________________
                                      Title:____________________________________
                                      Company:__________________________________
                                      Phone:____________________________________

cc:  GMAC Commercial Mortgage Securities, Inc.
     Trustee


                                     H-2-2

<PAGE>

                                                                       EXHIBIT I

                        ADDITIONAL SERVICING FEE SCHEDULE

<TABLE>
<CAPTION>
   LOAN NUMBER                     PROPERTY NAME                     CUT-OFF DATE BALANCE       SUB-SERVICING FEE
---------------------------------------------------------------------------------------------------------------------
<S>                    <C>                                              <C>                       <C>
09-0001647             Mission Foothills Marketplace                     $15,150,531                  0.05%
09-0001530             Mesa Grande                                       $14,346,520                  0.03%
09-0001608             Club Carmel Apartments                             $9,554,155                  0.07%
09-0001672             Cherryland Center                                  $8,691,793                  0.05%
09-0001642             Gallery Place Apartments Phase II and III          $8,500,000                  0.05%
09-0001614             Scottsdale At Mescal                               $5,979,993                  0.05%
09-0001646             University Bay Apartments                          $3,800,000                  0.08%
09-0001583             College Park Apartments                            $3,479,632                  0.08%
09-0001607             Towne Oaks Townhomes                               $3,462,262                  0.07%
09-0001588             Renee Row Apartments                               $3,381,130                  0.08%
09-0001624             Grand Parkway Crossing                             $2,992,821                  0.08%
09-0001627             Avon Place                                         $2,413,874                  0.08%
09-0001653             Livingston/Julian Court Apartments                 $2,037,088                  0.05%
09-0001587             Pheasant Run Apartments                            $1,789,525                  0.08%
09-0001591             Springbrook Row Apartments                         $1,690,107                  0.08%
09-0001586             Pheasant Lane Apartments                            $795,344                   0.08%
</TABLE>



                                      I-1
<PAGE>


                                                                       EXHIBIT J

                   FORM OF NOTICE AND CERTIFICATION REGARDING
                           DEFEASANCE OF MORTGAGE LOAN

To:      Standard & Poor's Ratings Services
         55 Water Street
         New York, New York 10041
         Attn:  Commercial Mortgage Surveillance

From:    GMAC Commercial Mortgage Corporation, in its capacity as Master
         Servicer (the "Servicer") under the Pooling and Servicing Agreement
         dated as of December 1, 2002 (the "Pooling and Servicing Agreement"),
         among the Servicer, GMAC Commercial Mortgage Corporation, as Special
         Servicer and Wells Fargo Bank Minnesota, National Association, as
         Trustee.

Date:    _____________________, 20__.

Re:      GMAC Commercial Mortgage Securities, Inc.,
         Mortgage Pass-Through Certificates Series 2002-C3

         Mortgage Loan (the "Mortgage Loan") identified by loan number ________
         on the Mortgage Loan Schedule attached to the Pooling and Servicing
         Agreement and heretofore secured by the Mortgaged Properties identified
         on the Mortgage Loan Schedule by the following names:

         --------------------

         --------------------

         Reference is made to the Pooling and Servicing Agreement described
above. Capitalized terms used but not defined herein have the meanings assigned
to such terms in the Pooling and Servicing Agreement.

         As Servicer under the Pooling and Servicing Agreement, we hereby:

               (1) Notify you that the Mortgagor has consummated a defeasance of
the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
checked below:

               _____    a full defeasance of the payments  scheduled to be due
                        in respect of the entire principal balance of the
                        Mortgage Loan; or

               _____    a partial defeasance of the payments scheduled to be due
                        in respect of a portion of the principal balance of the
                        Mortgage Loan that represents ____% of the entire
                        principal balance of the Mortgage Loan and, under the
                        Mortgage, has an allocated loan amount of $__________ or
                        ____% of the entire principal balance.

                                      J-1
<PAGE>

               (2) Certify that each of the following is true, subject to those
exceptions set forth with explanatory notes on Exhibit A hereto, which
exceptions the Servicer has determined, consistent with the Servicing Standard,
will have no material adverse effect on the Mortgage Loan or the defeasance
transaction:

                        a. The Mortgage Loan documents permit the defeasance,
and the terms and conditions for defeasance specified therein were satisfied in
all material respects in completing the defeasance.

                        b. The defeasance was consummated on ____________, 20__.

                        c. The defeasance collateral consists of securities that
(i) constitute "government securities" as defined in Section 2(a)(16) of the
Investment Company Act of 1940, as amended (15 U.S.C. 80a-1), (ii) are listed as
"Qualified Investments for `AAA' Financings" under Paragraphs 1, 2 or 3 of "Cash
Flow Approach" in Standard & Poor's Public Finance Criteria 2000, as amended to
the date of the defeasance, (iii) are rated "AAA" by Standard & Poor's, (iv) if
they include a principal obligation, the principal due at maturity cannot vary
or change, and (v) are not subject to prepayment, call or early redemption. Such
securities have the characteristics set forth below.

         CUSIP          RATE          MAT       PAY DATES         ISSUED
         -----          ----          ---       ---------         ------

                        d. The Servicer received an opinion of counsel (from
counsel approved by Servicer in accordance with the Servicing Standard) that the
defeasance will not result in an adverse REMIC Event.

                        e. The Servicer determined that the defeasance
collateral will be owned by an entity (the "Defeasance Obligor") as to which one
of the statements checked below is true:

                        _____    the related Mortgagor was a Single-Purpose
                                 Entity (as defined in Standard & Poor's
                                 Structured Finance Ratings Real Estate Finance
                                 Criteria, as amended to the date of the
                                 defeasance (the "S&P Criteria")) as of the date
                                 of the defeasance, and after the defeasance
                                 owns no assets other than the defeasance
                                 collateral and real property securing Mortgage
                                 Loans included in the pool;

                        _____    the related Mortgagor designated a
                                 Single-Purpose Entity (as defined in the S&P
                                 Criteria) to own the defeasance collateral; or

                        _____    the Servicer designated a Single-Purpose Entity
                                 (as defined in the S&P Criteria) established
                                 for the benefit of the Trust to own the
                                 defeasance collateral.


                                      J-2
<PAGE>

                        f. The Servicer received a broker or similar
confirmation of the credit, or the accountant's letter described below contained
statements that it reviewed a broker or similar confirmation of the credit, of
the defeasance collateral to an Eligible Account (as defined in the S&P
Criteria) in the name of the Defeasance Obligor, which account is maintained as
a securities account by the Trustee acting as a securities intermediary.

                        g. As securities intermediary, Trustee is obligated to
make the scheduled payments on the Mortgage Loan from the proceeds of the
defeasance collateral directly to the Servicer's collection account in the
amounts and on the dates specified in the Mortgage Loan Documents or, in a
partial defeasance, the portion of such scheduled payments attributed to the
allocated loan amount for the real property defeased, increased by any
defeasance premium specified in the Mortgage Loan Documents (the "Scheduled
Payments").

                        h. The Servicer received from the Mortgagor written
confirmation from a firm of independent certified public accountants, who were
approved by Servicer in accordance with the Servicing Standard, stating that (i)
revenues from principal and interest payments made on the defeasance collateral
(without taking into account any earnings on reinvestment of such revenues) will
be sufficient to timely pay each of the Scheduled Payments after the defeasance
including the payment in full of the Mortgage Loan (or the allocated portion
thereof in connection with a partial defeasance) on its Maturity Date (or, in
the case of an ARD Loan, on its Anticipated Repayment Date), (ii) the revenues
received in any month from the defeasance collateral will be applied to make
Scheduled Payments within four (4) months after the date of receipt, and (iii)
interest income from the defeasance collateral to the Defeasance Obligor in any
calendar or fiscal year will not exceed such Defeasance Obligor's interest
expense for the Mortgage Loan (or the allocated portion thereof in a partial
defeasance) for such year.

                        i. The Servicer received opinions from counsel, who were
approved by Servicer in accordance with the Servicing Standard, that (i) the
agreements executed by the Mortgagor and/or the Defeasance Obligor in connection
with the defeasance are enforceable against them in accordance with their terms,
and (ii) the Trustee will have a perfected, first priority security interest in
the defeasance collateral described above.

                        j. The agreements executed in connection with the
defeasance (i) permit reinvestment of proceeds of the defeasance collateral only
in Permitted Investments (as defined in the S&P Criteria), (ii) permit release
of surplus defeasance collateral and earnings on reinvestment to the Defeasance
Obligor or the Mortgagor only after the Mortgage Loan has been paid in full, if
any such release is permitted, (iii) prohibit any subordinate liens against the
defeasance collateral, and (iv) provide for payment from sources other than the
defeasance collateral or other assets of the Defeasance Obligor of all fees and
expenses of the securities intermediary for administering the defeasance and the
securities account and all fees and expenses of maintaining the existence of the
Defeasance Obligor.

                        k. The entire principal balance of the Mortgage Loan as
of the date of defeasance was $________ [$5,000,000 or less or less than one
percent of pool balance, whichever is less] which is less than 1% of the
aggregate Certificate Principal Balance of the Certificates as of the date of
the most recent Distribution Date Statement received by us (the "Current
Report").

                                      J-3
<PAGE>

                        l. The defeasance described herein, together with all
prior and simultaneous defeasances of Mortgage Loans, brings the total of all
fully and partially defeased Mortgage Loans to $___________, which is ____% of
the aggregate Certificate Principal Balance of the Certificates as of the date
of the Current Report.

               (3) Certify that, in addition to the foregoing, Servicer has
imposed such additional conditions to the defeasance, subject to the limitations
imposed by the Mortgage Loan documents, as are consistent with the Servicing
Standard.

               (4) Certify that Exhibit B hereto is a list of the material
agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in
connection with the defeasance described above and that originals or copies of
such agreements, instruments and opinions have been transmitted to the Trustee
for placement in the related Mortgage File or, to the extent not required to be
part of the related Mortgage File, are in the possession of the Servicer as part
of the Servicer's Mortgage File.

               (5) Certify and confirm that the determinations and
certifications described above were rendered in accordance with the Servicing
Standard set forth in, and the other applicable terms and conditions of, the
Pooling and Servicing Agreement.

               (6) Certify that the individual under whose hand the Servicer has
caused this Notice and Certification to be executed did constitute a Servicing
Officer as of the date of the defeasance described above.

               (7) Agree to provide copies of all items listed in Exhibit B to
you upon request.

         IN WITNESS WHEREOF, the Servicer has caused this Notice and
Certification to be executed as of the date captioned above.


                                        GMAC COMMERCIAL MORTGAGE
                                        CORPORATION

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                      J-4
<PAGE>

                                                                       EXHIBIT K

                         FORM OF MASTER SERVICER REPORT



















                                      K-1
<PAGE>

                                                                       EXHIBIT L

                        FORM OF INSURANCE SUMMARY REPORT

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                          INSURANCE COMPLIANT
                                                                                              WITH MORTGAGE
    MORTGAGE                                                                              DOCUMENTS-EXCLUDING       ADEQUATE
     LOAN         MORTGAGE LOAN                   CURRENT LOAN                             TERRORISM COVERAGE       TERRORISM
    NUMBER           BORROWER        PROPERTY      BALANCE ($)       TERM OF INSURANCE           (Y/N)            COVERAGE (Y/N)
------------------------------------------------------------------------------------------------------------------------------------
<S>               <C>              <C>           <C>                <C>                   <C>                    <C>
    1234567
(Sample Entry)                                                       12/31/01-12/31/02
------------------------------------------------------------------------------------------------------------------------------------
    1234568
(Sample Entry)                                                       12/31/01-12/31/02
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
(1) If so, identify specific coverage affected (i.e. Casualty, Liability, Business Interruption, etc.)
------------------------------------------------------------------------------------------------------------------------------------
(2) Please indicate either N/A if not applicable or the dollar amount of the coverage.
------------------------------------------------------------------------------------------------------------------------------------
(3) If the mortgage loan documents contains language for "such other insurance as may be reasonably required..." and there is a
distinction between Liability and Casualty Coverage, please identify which coverage offers such latitude.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      L=1
<PAGE>

                                                                       EXHIBIT M

                    FORM OF FIRST ANNIVERSARY RESERVE REPORT

<TABLE>
<CAPTION>
     LOAN NUMBER            PROPERTY NAME          DEFERRED        OTHER INITIAL               COMMENTS
                                                 MAINTENANCE          BALANCE
<S>                        <C>                  <C>                <C>                     <C>














</TABLE>


                                      M-1
<PAGE>

                                                                       EXHIBIT N

                                 CERTAIN REPORTS















                                      N-1
<PAGE>

                                                                       EXHIBIT O

                               CMSA FINANCIAL FILE



















                                      O-1
<PAGE>

                                                                       EXHIBIT P

                         CMSA LOAN PERIODIC UPDATE FILE
















                                      P-1
<PAGE>

                                                                       EXHIBIT Q

                              CMSA LOAN SETUP FILE

























                                      Q-1
<PAGE>

                                                                       EXHIBIT R


                               CMSA PROPERTY FILE

























                                      R-1

<PAGE>

                                                                     EXHIBIT S-1

                            FORM OF CERTIFICATION TO
                           BE PROVIDED WITH FORM 10-K
                           --------------------------

                    GMAC Commercial Mortgage Securities, Inc.
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2002-C3

I, [identify the certifying individual], certify that:

1.   I have reviewed this annual report on Form 10-K, and all reports on Form
     8-K containing distribution date reports filed in respect of periods
     included in the year covered by this annual report, of the trust (the
     "Trust") created pursuant to the Pooling and Servicing Agreement, dated as
     of December 1, 2002 (the "Pooling and Servicing Agreement"), among GMAC
     Commercial Mortgage Securities, Inc., as depositor, GMAC Commercial
     Mortgage Corporation, as master servicer (the "Master Servicer") and as
     special servicer (the "Special Servicer"), and Wells Fargo Bank Minnesota,
     National Association, as trustee (the "Trustee");

2.   Based on my knowledge, the information in these reports, taken as a whole,
     does not contain any untrue statement of a material fact or omit to state a
     material fact necessary to make the statements made, in light of the
     circumstances under which such statements were made, not misleading as of
     the last day of the period covered by this annual report;

3.   Based on my knowledge, the servicing information required to be provided to
     the trustee by the Master Servicer and the Special Servicer under the
     Pooling and Servicing Agreement is included in these reports;

4.   I am responsible for reviewing the activities performed by the Master
     Servicer and the Special Servicer under the Pooling and Servicing Agreement
     and based upon the review required under the Pooling and Servicing
     Agreement, and except as disclosed in the report, the Master Servicer and
     the Special Servicer have fulfilled their obligations under the Pooling and
     Servicing Agreement; and

5.   I have disclosed to the Trust's certified public accountants all
     significant deficiencies relating to the Master Servicer's or Special
     Servicer's compliance with the minimum servicing standards in accordance
     with a review conducted in compliance with the Uniform Single Attestation
     Program for Mortgage Bankers or similar standard as set forth in the
     Pooling and Servicing Agreement.

Date:
     -----------------------

----------------------------
[Signature]
[Title]


                                     S-1-1
<PAGE>

                                                                     EXHIBIT S-2

                            FORM OF CERTIFICATION TO
                            BE PROVIDED TO DEPOSITOR
                            ------------------------

                    GMAC Commercial Mortgage Securities, Inc.
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2002-C3

I, [identify the certifying individual], a ______________ of Wells Fargo Bank
Minnesota, National Association, certify to GMAC Commercial Mortgage Securities,
Inc. and its officers, directors and affiliates, and with the knowledge and
intent that they will rely upon this certification, that:

1.   I have reviewed the annual report on Form 10-K for the fiscal year
     [______], and all reports on Form 8-K containing distribution date reports
     filed in respect of periods included in the year covered by that annual
     report, of the trust created pursuant to the Pooling and Servicing
     Agreement, dated as of December 1, 2002 (the "Pooling and Servicing
     Agreement"), among GMAC Commercial Mortgage Securities, Inc., as depositor,
     GMAC Commercial Mortgage Corporation, as master servicer (the "Master
     Servicer") and as special servicer (the "Special Servicer"), and Wells
     Fargo Bank Minnesota, National Association, as trustee (the "Trustee");

2.   Based on my knowledge, the information in these reports, taken as a whole,
     does not contain any untrue statement of a material fact or omit to state a
     material fact necessary to make the statements made, in light of the
     circumstances under which such statements were made, not misleading as of
     the last day of the period covered by that annual report;

3.   Based on my knowledge, the servicing information provided to the Trustee by
     the Master Servicer and the Special Servicer under the Pooling and
     Servicing Agreement is included in these reports.

Date:
     --------------------

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION

-------------------------
[Signature]


                                     [Title]



                                     S-2-1
<PAGE>

                                                                     EXHIBIT S-3

                            FORM OF CERTIFICATION TO
                            BE PROVIDED TO DEPOSITOR

                    GMAC Commercial Mortgage Securities, Inc.
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2002-C3

I, [identify the certifying individual], certify to GMAC Commercial Mortgage
Securities, Inc. and its officers, directors and affiliates, and with the
knowledge and intent that they will rely upon this certification, that:

1.   I have reviewed the annual report on Form 10-K for the fiscal year
     [______], and all reports on Form 8-K containing distribution date reports
     filed in respect of periods included in the year covered by that annual
     report, of the trust created pursuant to the Pooling and Servicing
     Agreement, dated as of December 1, 2002 (the "Pooling and Servicing
     Agreement"), among GMAC Commercial Mortgage Securities, Inc., as depositor,
     GMAC Commercial Mortgage Corporation, as master servicer (the "Master
     Servicer") and as special servicer (the "Special Servicer"), and Wells
     Fargo Bank Minnesota, National Association, as trustee (the "Trustee");

2.   I am responsible for reviewing the activities performed by the [Master
     Servicer] [Special Servicer] under the Pooling and Servicing Agreement and,
     based upon the review required under the Pooling and Servicing Agreement,
     and except as disclosed in the reports, the [Master Servicer] [Special
     Servicer] has fulfilled its obligations under the Pooling and Servicing
     Agreement;

3.   I have disclosed to the Trust's certified public accountants all
     significant deficiencies relating to the [Master Servicer's] [Special
     Servicer's] compliance with the minimum servicing standards in accordance
     with a review conducted in compliance with the Uniform Single Attestation
     Program for Mortgage Bankers or similar standard as set forth in the
     Pooling and Servicing Agreement.

Date:
     --------------------

-------------------------
[Signature]
[Title]


                                     S-3-1
<PAGE>


                                   SCHEDULE I

                             MORTGAGE LOAN SCHEDULE
























                                  SCHEDULE I-1
<PAGE>



                                                                     SCHEDULE II

                   CLOSING MORTGAGE FILE REVIEW CERTIFICATION

                            On File with the Trustee.






















                                  SCHEDULE II-1
<PAGE>

                                                                    SCHEDULE III

                 POST-CLOSING MORTGAGE FILE REVIEW CERTIFICATION

                     FORM OF FINAL CERTIFICATION OF TRUSTEE

                                     [Date]

<TABLE>
<CAPTION>
<S>                                                 <C>
GMAC Commercial Mortgage Securities, Inc.           German American Capital Corporation
200 Witmer Road                                     31 West 52nd Street
Horsham, Pennsylvania 19044                         New York, New York 10019

[Controlling Class Certificateholders]              Morgan Stanley & Co. Incorporated
                                                    1585 Broadway
                                                    New York, New York 10036

Goldman Sachs Mortgage Company
85 Broad Street
New York, New York 10004
</TABLE>


         Re:   Pooling and Servicing Agreement, dated as of December 1, 2002
               ("Pooling and Servicing Agreement") relating to GMAC Commercial
               Mortgage Securities Inc., Mortgage Pass-Through Certificates,
               Series 2002-C3

Ladies and Gentlemen:

     In accordance with the provisions of Section 2.02 of the Pooling and
Servicing Agreement, the undersigned hereby certifies that, with respect to each
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan
paid in full or any Mortgage Loan specifically identified in the exception
report annexed hereto as not being covered hereby), that: (i) all documents
specified in clauses (1) through (5), (9), (11), (12) (13), (18) and (20) (in
the case of clause (11), without regard to whether such UCC financing statements
were in the possession of the Mortgage Loan Seller (or its agent)) of the
definition of "Mortgage File" are in its possession or the related Mortgage Loan
Seller has otherwise satisfied the delivery requirements in accordance with
Section 2.01(b) and (ii) all such documents have been reviewed by it or by a
Custodian on its behalf and (A) appear regular on their face, (B) appear to have
been executed (where appropriate) and (C) purport to relate to such Mortgage
Loan.

     The Trustee makes no representations as to: (i) the validity, legality,
sufficiency, enforceability or genuineness of any such documents contained in
each Mortgage File or any of the Mortgage Loans identified in the Mortgage Loan
Schedule, or (ii) the collectability, insurability, effectiveness or suitability
of any such Mortgage Loan.

     Capitalized words and phrases used herein and not otherwise defined herein
shall have the respective meanings assigned to them in the Pooling and Servicing
Agreement. This Certificate is subject in all respects to the terms of said
Pooling and Servicing Agreement.


                                 SCHEDULE III-1
<PAGE>

                                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION

                                as Trustee

                                By:
                                   ---------------------------------------------
                                   Name:
                                   Title:







                                 SCHEDULE III-2
<PAGE>

                                                                     SCHEDULE IV

<TABLE>
<CAPTION>

                       ENVIRONMENTAL POLICY MORTGAGE LOANS

        LOAN NUMBER                              NAME                                       INSURER
<S>                           <C>                                          <C>
38092                         Newport Plaza                                Kemper Environmental Ltd.
29617                         Residence Inn (Redmond)                      Kemper Environmental Ltd.
DBM17493                      Mill Basin Plaza                             American International Group, Inc
09-0001601                    Bailey's Crossroads                          American International Group, Inc
09-0001604                    Lake Park Pointe Shopping Center             American International Group, Inc
</TABLE>






                                 SCHEDULE IV-1
<PAGE>
                                                                      SCHEDULE V

                           STRIP CALCULATION SCHEDULE

   DISTRIBUTION DATE
   -----------------
   January 2003...........................................         6.51556%
   February 2003..........................................         6.51560%
   March 2003.............................................         6.51618%
   April 2003.............................................         6.72656%
   May 2003...............................................         6.51570%
   June 2003..............................................         6.72663%
   July 2003..............................................         6.51579%
   August 2003............................................         6.72672%
   September 2003.........................................         6.72678%
   October 2003...........................................         6.51595%
   November 2003..........................................         6.72687%
   December 2003..........................................         6.51606%
   January 2004...........................................         6.72697%
   February 2004..........................................         6.51616%
   March 2004.............................................         6.51642%
   April 2004.............................................         6.72710%
   May 2004...............................................         6.51632%
   June 2004..............................................         6.72719%
   July 2004..............................................         6.51642%
   August 2004............................................         6.72729%
   September 2004.........................................         6.72851%
   October 2004...........................................         6.51530%
   November 2004..........................................         6.72893%
   December 2004..........................................         6.51498%
   January 2005...........................................         6.51502%
   February 2005..........................................         6.51508%
   March 2005.............................................         6.51579%
   April 2005.............................................         6.72964%
   May 2005...............................................         6.51523%
   June 2005..............................................         6.72974%
   July 2005..............................................         6.51533%
   August 2005............................................         6.72984%
   September 2005.........................................         6.73191%
   October 2005...........................................         6.51383%
   November 2005..........................................         6.73200%
   December 2005..........................................         6.51393%
   January 2006...........................................         6.51397%
   February 2006..........................................         6.51403%
   March 2006.............................................         6.51480%
   April 2006.............................................         6.73223%
   May 2006...............................................         6.51415%
   June 2006..............................................         6.73233%
   July 2006..............................................         6.51424%
   August 2006............................................         6.73243%
   September 2006.........................................         6.73248%
   October 2006...........................................         6.51439%
   November 2006..........................................         6.73258%
   December 2006..........................................         6.51448%
   January 2007...........................................         6.51452%
   February 2007..........................................         6.50827%

                                  SCHEDULE V-1
<PAGE>

   DISTRIBUTION DATE
   -----------------
   March 2007.............................................         6.50994%
   April 2007.............................................         6.72627%
   May 2007...............................................         6.50837%
   June 2007..............................................         6.72477%
   July 2007..............................................         6.50692%
   August 2007............................................         6.72485%
   September 2007.........................................         6.72490%
   October 2007...........................................         6.50704%
   November 2007..........................................         6.72130%
   December 2007..........................................         6.53914%
   January 2008...........................................         6.75815%
   February 2008..........................................         6.53922%
   March 2008.............................................         6.53955%
   April 2008.............................................         6.75826%
   May 2008...............................................         6.53932%
   June 2008..............................................         6.75833%
   July 2008..............................................         6.53940%
   August 2008............................................         6.75841%
   September 2008.........................................         6.75845%
   October 2008...........................................         6.53951%
   November 2008..........................................         6.75852%
   December 2008..........................................         6.53958%
   January 2009...........................................         6.53961%
   February 2009..........................................         6.53965%
   March 2009.............................................         6.54065%
   April 2009.............................................         6.75868%
   May 2009...............................................         6.53973%
   June 2009..............................................         6.75875%
   July 2009..............................................         6.53979%
   August 2009............................................         6.75881%
   September 2009.........................................         6.75885%
   October 2009...........................................         6.53795%
   November 2009..........................................         6.75692%
   December 2009 .........................................         6.53803%
   January 2010 and thereafter............................         0.00000%




                                  SCHEDULE V-2
<PAGE>



                                                                     SCHEDULE VI

                              BROKER STRIP SCHEDULE

<TABLE>
<CAPTION>
                                                                             CUT-OFF DATE
    LOAN NUMBER                         PROPERTY NAME                           BALANCE         SUB-SERVICING FEE
--------------------------------------------------------------------------------------------------------------------
<S>                      <C>                                                <C>                 <C>
09-0001621               Plymouth Marketplace Shopping Center                 $11,773,067             0.05%
09-0001615               Premium Business Center                               $9,560,169             0.05%
09-0001638               MacArthur Plaza                                       $7,701,607             0.07%
09-0001613               Beacon Center                                         $4,659,773             0.05%
09-0001635               Creekside Apartments                                  $4,495,614             0.05%
09-0001600               Phoenix Business Campus                               $3,982,552             0.05%
09-0001632               Westech I Center                                      $3,890,604             0.05%
09-0001490               Twinsburg Center II                                   $3,315,354             0.05%
09-0001612               Meadow Lake Business Park                             $2,966,332             0.05%
09-0001603               Southwood Village                                     $2,040,235             0.05%
DBM16830                 Pearl Court's Apartments                             $23,124,689             0.10%
DBM17363                 Rancho Cordova Town Center                           $14,777,771             0.10%
DBM17691                 Sandpebble Village Apartments                         $8,809,399             0.02%
DBM17692                 Spanish Oaks Apartments                               $8,106,548             0.02%
DBM17827                 Wakefield Forest Apartments                           $4,350,000             0.03%
</TABLE>




                                  SCHEDULE VI-1
<PAGE>


                                                                    SCHEDULE VII

                         SPECIFIED EARNOUT RESERVE LOANS

LOAN NUMBER                            NAME

36179                                  The Arbors Apartments
38525                                  Comerica Bank Building
09-0001647                             Mission Foothills Marketplace
















                                 SCHEDULE VII-1