<PAGE>

                                                                     EXHIBIT 4.1

                                                                [EXECUTION COPY]








                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.,
                                   DEPOSITOR,

                      GMAC COMMERCIAL MORTGAGE CORPORATION,
              MASTER SERVICER AND SERVICED WHOLE LOAN PAYING AGENT,

                             LENNAR PARTNERS, INC.,
                                SPECIAL SERVICER,

                                       AND

                             WELLS FARGO BANK, N.A.
                                     TRUSTEE

                         POOLING AND SERVICING AGREEMENT


                            DATED AS OF APRIL 1, 2004

                    ========================================


                                  $721,404,190
                       MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2004-C1





<PAGE>


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                             PAGE
<S>                                                                                                          <C>

Article I         DEFINITIONS....................................................................................6

         Section 1.01          Defined Terms.....................................................................6

         Section 1.02          Certain Calculations............................................................105

Article II        CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES..............................107

         Section 2.01          Establishment of Trust; Conveyance of Mortgage Loans............................107

         Section 2.02          Acceptance by Trustee...........................................................111

         Section 2.03          Mortgage Loan Sellers' Repurchase or Substitution of Mortgage Loans for
                               Defects in Mortgage Files and Breaches of Representations and Warranties........115

         Section 2.04          Issuance of Class R-I Certificates; Creation of REMIC I Regular Interests.......119

         Section 2.05          Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by the
                               Trustee.........................................................................119

         Section 2.06          Issuance of Class R-II Certificates; Creation of REMIC II Regular
                               Interest........................................................................119

         Section 2.07          Conveyance of REMIC II Regular Interests; Acceptance of REMIC III by
                               Trustee.........................................................................120

         Section 2.08          Issuance of REMIC III Certificates..............................................120

Article III       ADMINISTRATION AND SERVICING OF THE TRUST FUND...............................................120

         Section 3.01          Servicing and Administration of the Mortgage Loans..............................120

         Section 3.02          Collection of Mortgage Loan and Serviced Whole Loan Payments....................124

         Section 3.03          Collection of Taxes, Assessments and Similar Items; Servicing Accounts
                               and Reserve Accounts............................................................125

         Section 3.04          Certificate Account, Distribution Account and Serviced Whole Loan
                               Custodial Accounts..............................................................127

         Section 3.05          Permitted Withdrawals From the Certificate Account, the Distribution
                               Account, the Interest Reserve Account, the Excess Liquidation Proceeds
                               Reserve Account and Serviced Whole Loan Custodial Accounts; Establishment
                               of Serviced Companion Loan Distribution Accounts................................134

                                      -i-
<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

                                                                                                              PAGE

         Section 3.06          Investment of Funds in the Certificate Account, the Distribution Account,
                               the Excess Liquidation Proceeds Reserve Account, the Interest Reserve
                               Account, the REO Account and the Serviced Whole Loan Custodial Accounts.........145

         Section 3.07          Maintenance of Insurance Policies; Errors and Omissions and Fidelity
                               Coverage........................................................................147

         Section 3.08          Enforcement of Due-On-Sale Clauses; Assumption Agreements; Subordinate
                               Financing; Defeasance...........................................................151

         Section 3.09          Realization Upon Defaulted Mortgage Loans.......................................155

         Section 3.10          Trustee to Cooperate; Release of Mortgage Files.................................158

         Section 3.11          Servicing Compensation; Nonrecoverable Servicing Advances.......................160

         Section 3.12          Inspections; Collection of Financial Statements.................................165

         Section 3.13          Annual Statement as to Compliance...............................................166

         Section 3.14          Reports by Independent Public Accountants.......................................166

         Section 3.15          Access to Certain Information...................................................167

         Section 3.16          Title to REO Property; REO Account..............................................167

         Section 3.17          Management of REO Property; Independent Contractors.............................169

         Section 3.18          Sale of Defaulted Mortgage Loans................................................172

         Section 3.19          Sale of REO Property............................................................176

         Section 3.20          Additional Obligations of the Master Servicer and the Special Servicer..........178

         Section 3.21          Modifications, Waivers, Amendments and Consents.................................182

         Section 3.22          Transfer of Servicing Between Master Servicer and Special Servicer;
                               Record Keeping..................................................................187

         Section 3.23          Sub-Servicing Agreements........................................................188

         Section 3.24          Designation of Special Servicer by the Majority Certificateholder of the
                               Controlling Class...............................................................189

         Section 3.25          Lock-Box Accounts and Servicing Accounts........................................194

         Section 3.26          Representations and Warranties of the Master Servicer and the Special
                               Servicer........................................................................194

         Section 3.27          Third-Party Beneficiaries.......................................................197

                                      -ii-


<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

                                                                                                              PAGE

         Section 3.28          Certain Matters Relating to the AFR/Bank of America Portfolio Whole Loan
                               and the Tysons Corner Center Whole Loan.........................................198

         Section 3.29          Serviced B Note Intercreditor Matters...........................................199

         Section 3.30          Serviced Companion Loan Intercreditor Matters...................................200

         Section 3.31          Carson Pirie Scott Control Rights...............................................203

         Section 3.32          Will-O-Wisp Apartments Control Rights...........................................208

         Section 3.33          Mezzanine Matters Relating to the Johnstown Galleria Mortgage Loan, the
                               Randolph A&P Mortgage Loan, the Blairstown A&P Mortgage Loan and the Food
                               Basics Paterson Mortgage Loan...................................................210

Article IV        PAYMENTS TO CERTIFICATEHOLDERS AND RELATED MATTERS...........................................211

         Section 4.01          Distributions...................................................................211

         Section 4.02          Statements to Certificateholders; Certain Reports by the Master Servicer
                               and the Special Servicer........................................................226

         Section 4.03          Delinquency Advances............................................................234

         Section 4.04          Allocation of Realized Losses and Additional Trust Fund Expenses................242

         Section 4.05          Statements to Serviced Companion Loan Holders and Serviced B Note Holders.......244

Article V         THE CERTIFICATES.............................................................................245

         Section 5.01          The Certificates................................................................245

         Section 5.02          Registration of Transfer and Exchange of Certificates...........................246

         Section 5.03          Book-Entry Certificates.........................................................251

         Section 5.04          Mutilated, Destroyed, Lost or Stolen Certificates...............................252

         Section 5.05          Persons Deemed Owners...........................................................253

Article VI        THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER..................................253

         Section 6.01          Liability of the Depositor, the Master Servicer and the Special Servicer........253


                                      -iii-
<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

                                                                                                              PAGE


         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.................................253

         Section 6.03          Limitation on Liability of the Depositor, the Master Servicer, the
                               Special Servicer and Others.....................................................254

         Section 6.04          Depositor, Master Servicer and Special Servicer Not to Resign...................255

         Section 6.05          Rights of the Depositor in Respect of the Master Servicer and the Special
                               Servicer........................................................................255

         Section 6.06          Removal Without Cause and Appointment of Successor Special Servicer for
                               the Carson Pirie Scott Whole Loan...............................................256

         Section 6.07          Certain Matters Relating to the Non Serviced Mortgage Loans.....................257

Article VII       DEFAULT......................................................................................258

         Section 7.01          Events of Default...............................................................258

         Section 7.02          Trustee to Act; Appointment of Successor........................................261

         Section 7.03          Notification to Certificateholders..............................................262

         Section 7.04          Waiver of Events of Default.....................................................262

Article VIII      CONCERNING THE TRUSTEE AND THE SERVICED WHOLE LOAN PAYING AGENT..............................263

         Section 8.01          Duties of the Trustee...........................................................263

         Section 8.02          Certain Matters Affecting the Trustee...........................................264

         Section 8.03          Trustee Not Liable for Validity or Sufficiency of Certificates or
                               Mortgage Loans..................................................................265

         Section 8.04          Trustee May Own Certificates....................................................265

         Section 8.05          Fees and Expenses of Trustee; Indemnification of Trustee........................266

         Section 8.06          Eligibility Requirements for Trustee............................................266

         Section 8.07          Resignation and Removal of the Trustee..........................................267

         Section 8.08          Successor Trustee...............................................................268

         Section 8.09          Merger or Consolidation of Trustee..............................................269

         Section 8.10          Appointment of Co-Trustee or Separate Trustee...................................269

         Section 8.11          Appointment of Custodians.......................................................270

         Section 8.12          Access to Certain Information...................................................270

         Section 8.13          Representations and Warranties of the Trustee...................................272


                                      -iv-
<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

                                                                                                              PAGE

         Section 8.14          Filings with the Securities and Exchange Commission.............................273

         Section 8.15          [Reserved]......................................................................275

         Section 8.16          [Reserved]......................................................................275

         Section 8.17          Serviced Whole Loan Paying Agent................................................275

         Section 8.18          Serviced Whole Loan Holder Register.............................................276

Article IX        TERMINATION..................................................................................276

         Section 9.01          Termination Upon Repurchase or Liquidation of All Mortgage Loans................276

         Section 9.02          Additional Termination Requirements.............................................279

Article X         ADDITIONAL REMIC PROVISIONS..................................................................280

         Section 10.01         REMIC Administration............................................................280

         Section 10.02         Depositor, Master Servicer, Special Servicer and Trustee to Cooperate...........284

         Section 10.03         Grantor Trust Administration....................................................284

Article XI        MISCELLANEOUS PROVISIONS.....................................................................286

         Section 11.01         Amendment.......................................................................286

         Section 11.02         Recordation of Agreement; Counterparts..........................................289

         Section 11.03         Limitation on Rights of Certificateholders......................................289

         Section 11.04         GOVERNING LAW...................................................................290

         Section 11.05         Notices.........................................................................290

         Section 11.06         Severability of Provisions......................................................291

         Section 11.07         Grant of a Security Interest....................................................291

         Section 11.08         No Partnership..................................................................292

         Section 11.09         Successors and Assigns; Beneficiaries...........................................292

         Section 11.10         Article and Section Headings....................................................292

         Section 11.11         Notices to the Rating Agencies..................................................292
</TABLE>

                                      -v-

<PAGE>

<TABLE>
<CAPTION>
                                  EXHIBITS
<S>                 <C>                                                                                 <C>
Exhibit A-1         Form of Class A-1 Certificate                                                       A-1-1
Exhibit A-2         Form of Class A-2 Certificate                                                       A-2-1
Exhibit A-3         Form of Class A-3 Certificate                                                       A-3-1
Exhibit A-4         Form of Class A-4 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 X-1 Certificate                                                       A-9-1
Exhibit A-10        Form of Class X-2 Certificate                                                       A-10-1
Exhibit A-11        Form of Class F Certificate                                                         A-11-1
Exhibit A-12        Form of Class G Certificate                                                         A-12-1
Exhibit A-13        Form of Class H Certificate                                                         A-13-1
Exhibit A-14        Form of Class J Certificate                                                         A-14-1
Exhibit A-15        Form of Class K Certificate                                                         A-15-1
Exhibit A-16        Form of Class L Certificate                                                         A-16-1
Exhibit A-17        Form of Class M Certificate                                                         A-17-1
Exhibit A-18        Form of Class N Certificate                                                         A-18-1
Exhibit A-19        Form of Class O Certificate                                                         A-19-1
Exhibit A-20        Form of Class P Certificate                                                         A-20-1
Exhibit A-21        Form of Class R-I Certificate                                                       A-21-1
Exhibit A-22        Form of Class R-II Certificate                                                      A-22-1
Exhibit A-23        Form of Class R-III Certificate                                                     A-23-1
Exhibit A-24        Form of Class A-1A Certificate                                                      A-24-1
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           Form of Notice and Certification regarding Defeasance
                    of Mortgage Loans                                                                   I-1
Exhibit J           Form of Insurance Summary Report                                                    J-1
Exhibit K           [Reserved]                                                                          K-1
Exhibit L-1         Closing Mortgage File Review Certification                                          L-1
Exhibit L-2         Post-Closing Mortgage File Review Certification                                     L-2
Exhibit M-1         Form 10-K Certification                                                             M-1-1
Exhibit M-2         Back-up Certificate for Form 10-K Certification from Trustee                        M-2-1
Exhibit M-3         Back-up Certificate for Form 10-K Certification
                    from Master Servicer/Special Servicer                                               M-3-1
</TABLE>
                                      -vi-

<PAGE>


                                    SCHEDULES

<TABLE>
<CAPTION>
<S>                 <C>                                                                             <C>
Schedule I          Mortgage Loan Schedule                                                          Sch. I-1
Schedule II         Environmental Policy Mortgage Loans                                             Sch. II-1
Schedule III        Strip Calculation Schedule                                                      Sch. III-1
Schedule IV         Broker Strip Schedule                                                           Sch. IV-1
Schedule V          Specified Earnout Reserve Loans                                                 Sch. V-1
</TABLE>

                                     -vii-
<PAGE>

         This Pooling and Servicing Agreement (this "Agreement"), is dated and
effective as of April 1, 2004, among GMAC COMMERCIAL MORTGAGE SECURITIES, INC.,
as Depositor, GMAC COMMERCIAL MORTGAGE CORPORATION, as Master Servicer and
Serviced Whole Loan Paying Agent, LENNAR PARTNERS, INC., as Special Servicer and
WELLS FARGO BANK, N.A., 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 $721,404,190.

         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.


                                                 Pooling and Servicing Agreement

<PAGE>

<TABLE>
<CAPTION>
                          REMIC II                      Initial Uncertificated
Designation               Remittance Rate               Principal Balance
<S>                       <C>                           <C>
LA-1-1                            Variable (*)                      $8,428,000
LA-1-2-A                          Variable (*)                     $14,861,000
LA-1-2-B                          Variable (*)                     $16,841,000
LA-1-2-C                          Variable (*)                     $11,870,000
LA-2-A                            Variable (*)                      $5,497,000
LA-2-B                            Variable (*)                     $17,064,000
LA-2-C                            Variable (*)                     $16,219,000
LA-2-D                            Variable (*)                     $16,220,000
LA-3-A                            Variable (*)                      $3,753,000
LA-3-B                            Variable (*)                     $14,838,000
LA-3-C                            Variable (*)                     $31,409,000
LA-4-A                            Variable (*)                      $4,954,000
LA-4-B                            Variable (*)                     $13,019,000
LA-4-C                            Variable (*)                     $13,726,000
LA-4-D                            Variable (*)                     $12,161,000
LA-4-E                            Variable (*)                     $11,958,000
LA-4-F                            Variable (*)                    $287,937,000
LA1-1                             Variable (*)                      $1,166,000
LA1-2-A                           Variable (*)                      $2,287,000
LA1-2-B                           Variable (*)                      $2,604,000
LA1-2-C                           Variable (*)                      $2,513,000
LA1-2-D                           Variable (*)                      $2,480,000
LA1-2-E                           Variable (*)                      $2,370,000
LA1-2-F                           Variable (*)                      $2,327,000
LA1-2-G                           Variable (*)                      $2,238,000
LA1-2-H                           Variable (*)                     $18,019,000
LA1-2-I                           Variable (*)                      $1,665,000
LA1-2-J                           Variable (*)                      $1,642,000
LA1-2-K                           Variable (*)                      $1,572,000
LA1-2-L                           Variable (*)                     $25,471,000
LA1-2-M                           Variable (*)                     $36,165,000
LB                                Variable (*)                     $20,740,000
LC                                Variable (*)                      $8,116,000
LD                                Variable (*)                     $15,330,000
LE-A                              Variable (*)                      $1,010,000
LE-B                              Variable (*)                      $7,106,000
LF-A                              Variable (*)                        $473,000
LF-B                              Variable (*)                      $4,575,000
LF-C                              Variable (*)                      $4,384,000
</TABLE>

                                      -2-
<PAGE>

<TABLE>
<CAPTION>
                          REMIC II                      Initial Uncertificated
Designation               Remittance Rate               Principal Balance
<S>                       <C>                           <C>
LF-D                              Variable (*)                      $3,192,000
LG-A                              Variable (*)                      $3,810,000
LG-B                              Variable (*)                      $4,306,000
LH-A                              Variable (*)                      $3,651,000
LH-B                              Variable (*)                      $5,622,000
LH-C                              Variable (*)                      $1,548,000
LJ-A                              Variable (*)                      $2,254,000
LJ-B                              Variable (*)                      $2,255,000
LK-A                              Variable (*)                        $610,000
LK-B                              Variable (*)                      $3,899,000
LL-A                              Variable (*)                      $4,508,000
LM                                Variable (*)                      $2,706,000
LN                                Variable (*)                      $2,705,000
LO                                Variable (*)                      $2,705,000
LP                                Variable (*)                     $12,625,190
</TABLE>

         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.

<TABLE>
<CAPTION>
                            Certificate Initial Class
       Designation               Pass-Through Rate               Principal Balance
-------------------------- ------------------------------- ------------------------------
<S>                        <C>                             <C>
Class A-1                            3.118%(1)                         $52,000,000.00
Class A-2                            4.100%(1)                         $55,000,000.00
Class A-3                            4.776%(1)                         $50,000,000.00
Class A-4                            4.908%(1)                        $343,755,000.00
Class B                              4.991%(2)                         $20,740,000.00
Class C                              5.041%(2)                          $8,116,000.00
Class D                              5.070%(2)                         $15,330,000.00
</TABLE>


--------
(1)      The Pass-Through Rate is a fixed rate.
(2)      Initial Pass-Through Rate. The Pass-Through Rate is the lesser of the
         specified fixed rate and the Weighted Average Net Mortgage Rate.

                                      -3-
<PAGE>

<TABLE>
<CAPTION>
                            Certificate Initial Class
       Designation               Pass-Through Rate               Principal Balance
-------------------------- ------------------------------- ------------------------------
<S>                        <C>                             <C>
Class E                              5.169%(2)                          $8,116,000.00
Class X-1                            0.076%(3)                                 N/A(4)
Class X-2                            0.971%(3)                                 N/A(5)
Class A-1A                           4.481%(1)                        $102,519,000.00
Class F                              5.347%(2)                         $12,624,000.00
Class G                              5.455%(2)                          $8,116,000.00
Class H                              5.702%(6)                         $10,821,000.00
Class J                              5.173%(2)                          $4,509,000.00
Class K                              5.173%(2)                          $4,509,000.00
Class L                              5.173%(2)                          $4,508,000.00
Class M                              5.173%(2)                          $2,706,000.00
Class N                              5.173%(2)                          $2,705,000.00
Class O                              5.173%(2)                          $2,705,000.00
Class P                              5.173%(2)                         $12,625,190.00
</TABLE>

         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 Class P Certificates
evidence also undivided beneficial interests in the Excess Interest, if any,
comprising the Grantor Trust Assets in the Grantor Trust.

         The Mortgaged Property that secures the Mortgage Loan identified as
loan number 1 on the Mortgage Loan Schedule (the "Two Gateway Center Mortgage
Loan"), also secures one (1)

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

(3)      The Pass-Through Rate for each of the Class X-1 and Class X-2
         Certificates is as described herein.
(4)      The Class X-1 Certificates will not have a Certificate Principal
         Balance and will not be entitled to any distribution of principal. The
         Class X-1 Certificates will have an original Class X-1 Notional Amount
         of $721,404,190.
(5)      The Class X-2 Certificates will not have a Certificate Principal
         Balance and will not be entitled to any distribution of principal. The
         Class X-2 Certificates will have an original Class X-2 Notional Amount
         of $691,069,000.
(6)      Initial Pass-Through Rate. The Pass-Through Rate is the Weighted
         Average Net Mortgage Rate.


                                      -4-

<PAGE>


separate pari passu mortgage loan to the same Mortgagor (the "Two Gateway Center
Companion Loan"). The Two Gateway Center Mortgage Loan and the Two Gateway
Center Companion Loan are collectively referred to herein as the "Two Gateway
Center Whole Loan" and will be serviced pursuant to this Agreement and the Two
Gateway Center Intercreditor Agreement.

         The Mortgaged Property that secures the Mortgage Loan identified as
loan number 4 on the Mortgage Loan Schedule (the "AFR/Bank of America Portfolio
Mortgage Loan"), also secures five (5) separate pari passu mortgage loans to the
same Mortgagor (the "AFR/Bank of America Portfolio Companion Loans") and one
additional mortgage note (the "AFR/Bank of America Portfolio B Note") which is
subordinate to the AFR/Bank of America Portfolio Mortgage Loan and the AFR/Bank
of America Portfolio Companion Loans. The AFR/Bank of America Portfolio Mortgage
Loan, the AFR/Bank of America Portfolio Companion Loans and the AFR/Bank of
America Portfolio B Note are collectively referred to herein as the "AFR/Bank of
America Portfolio Whole Loan" and will be serviced pursuant to GMACCM 2003-C3
Pooling and Servicing Agreement, the AFR/Bank of America Portfolio Intercreditor
Agreement and the AFR/Bank of America Portfolio Agreement Among Noteholders.

         The Mortgaged Property that secures the Mortgage Loan identified as
loan number 6 on the Mortgage Loan Schedule (the "Tysons Corner Center Mortgage
Loan"), also secures three (3) separate pari passu mortgage loans to the same
Mortgagor (collectively, the "Tysons Corner Center Companion Loans"). The Tysons
Corner Center Mortgage Loan and the Tysons Corner Center Companion Loans are
collectively referred to herein as the "Tysons Corner Center Whole Loan" and
will be serviced pursuant to the COMM 2004-LNB2 Pooling and Servicing Agreement
and the Tysons Corner Center Intercreditor Agreement.

         The Mortgaged Property that secures the Mortgage Loan identified as
loan number 19 on the Mortgage Loan Schedule (the "Carson Pirie Scott Mortgage
Loan"), also secures one additional mortgage note (the "Carson Pirie Scott B
Note") which is subordinate to the Carson Pirie Scott Mortgage Loan. The Carson
Pirie Scott Mortgage Loan and the Carson Pirie Scott B Note are collectively
referred to herein as the "Carson Pirie Scott Whole Loan" and will be serviced
pursuant to this Agreement and the Carson Pirie Scott Agreement Among
Noteholders.

         The Mortgaged Property that secures the Mortgage Loan identified as
loan number 41 on the Mortgage Loan Schedule (the "Will-O-Wisp Apartments
Mortgage Loan"), also secures one additional mortgage note (the "Will-O-Wisp
Apartments Scott B Note") which is subordinate to the Will-O-Wisp Apartments
Mortgage Loan. The Will-O-Wisp Apartments Mortgage Loan and the Will-O-Wisp
Apartments B Note are collectively referred to herein as the "Will-O-Wisp
Apartments Whole Loan" and will be serviced pursuant to this Agreement and the
Will-O-Wisp Apartments Agreement Among Noteholders.

         As and to the extent provided herein, the Two Gateway Center Whole
Loan, the Carson Pirie Scott Whole Loan and the Will-O-Wisp Apartments Whole
Loan will be serviced and administered in accordance with this Agreement.
Accordingly, the Two Gateway Center Companion Loan, the Carson Pirie Scott B
Note and the Will-O-Wisp Apartments B Note will be serviced and administered in
accordance with this Agreement. Amounts attributable to the Two Gateway Center
Companion Loan, the Carson Pirie Scott B Note and the Will-O-Wisp


                                      -5-

<PAGE>


Apartments B Note will not be an asset of the Trust Fund, REMIC I, REMIC II or
REMIC III and will be beneficially owned by the applicable companion lender.

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

         In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Special Servicer, the Trustee and Serviced
Whole Loan Paying Agent 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 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.

         "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.

                                      -6-
<PAGE>

         "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(e), as applicable.

         "Advance Interest Reconciliation Report": A report prepared by the
Master Servicer, detailing and reconciling on a loan by loan basis, all
Delinquency Advances, all Servicing Advances, all additional trust fund
expenses, all interest on Advances and all default charges, penalty charges,
late fees and default interest collected.

         "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.

         "AFR/Bank of America Portfolio A Notes Intercreditor Agreement": With
respect to the AFR/Bank of America Portfolio Mortgage Loan and the AFR/Bank of
America Portfolio Companion Loans, that certain intercreditor agreement by and
among the initial holder of the AFR/Bank of America Portfolio Mortgage Loan and
the AFR/Bank of America Portfolio Companion Loans, as from time to time amended.

         "AFR/Bank of America Portfolio Agreement Among Noteholders": With
respect to the AFR/Bank of America Portfolio Mortgage Loan, the AFR/Bank of
America Portfolio Companion Loans and the AFR/Bank of America Portfolio B Note,
that certain agreement among note holders, dated as of December 18, 2003, by and
among the initial holders of the AFR/Bank of America Portfolio Pari Passu Loans
and the AFR/Bank of America Portfolio B Note, as amended from time to time in
accordance with its terms.

         "AFR/Bank of America Portfolio B Note": As defined in the Preliminary
Statement.

         "AFR/Bank of America Portfolio Companion Loan": As defined in the
Preliminary Statement.

         "AFR/Bank of America Portfolio Companion Loan Holder": Any holder of an
AFR/Bank of America Portfolio Companion Loan.

         "AFR/Bank of America Portfolio Intercreditor Agreement": Collectively,
the AFR/Bank of America Portfolio Agreement Among Noteholders and the AFR/Bank
of America Portfolio A Notes Intercreditor Agreement.

                                      -7-
<PAGE>

         "AFR/Bank of America Portfolio Mortgage Loan": As defined in the
Preliminary Statement.

         "AFR/Bank of America Portfolio Nonrecoverable Servicing Advance": Any
"Nonrecoverable Servicing Advance" (as defined in the GMACCM 2003-C3 Pooling and
Servicing Agreement) made with respect to the AFR/Bank of America Portfolio
Mortgage Loan pursuant to and in accordance with the GMACCM 2003-C3 Pooling and
Servicing Agreement.

         "AFR/Bank of America Portfolio Pari Passu Loans": Collectively, the
AFR/Bank of America Portfolio Mortgage Loan and AFR/Bank of America Portfolio
Companion Loans.

         "AFR/Bank of America Portfolio REMIC": The separate REMIC established
with respect to the mortgage loan identified on the Mortgage Loan Schedule as
loan number 4 and two (2) AFR/Bank of America Portfolio Companion Loans, which
REMIC was created by a REMIC declaration made by GACC on December 18, 2003 and
amended and restated as of March 31, 2004.

         "AFR/Bank of America Portfolio REMIC Regular Interest": The portion of
the REMIC regular interest in the AFR/Bank of America Portfolio REMIC
corresponding to the AFR/Bank of America Portfolio Mortgage Loan, which regular
interest was transferred and assigned by GACC to the Depositor pursuant to the
Mortgage Loan Purchase Agreement between the Depositor and GACC.

         "AFR/Bank of America Portfolio REMIC Residual Interest": The REMIC
residual interest in the AFR/Bank of America Portfolio REMIC, which residual
interest was transferred and assigned by GACC to the Depositor pursuant to the
Mortgage Loan Purchase Agreement between the Depositor and GACC.

         "AFR/Bank of America Portfolio Service Providers": With respect to each
AFR/Bank of America Portfolio Companion Loan that has been deposited into a
securitization trust, the related trustee, master servicer, special servicer and
any other Person that makes principal and/or interest advances in respect of
such mortgage loan pursuant to the related pooling and servicing agreement.

         "AFR/Bank of America Portfolio Waiver Letter": The letter agreement
dated as of January 30, 2004, by the beneficial owners of certain Classes (or
portions thereof) of Class S-AFR Certificates (and which represent certain
certificated beneficial ownership interests in the AFR/Bank of America Portfolio
B Note), as defined in and issued pursuant to the GMACCM 2003-C3 Pooling and
Servicing Agreement, notifying the AFR/Bank of America Portfolio Trustee that
each such owner has waived its respective rights under Section 3.18(b) of the
GMACCM 2003-C3 Pooling and Servicing Agreement and Section 11(c) of the AFR/Bank
of America Portfolio Agreement Among Noteholders to exercise the purchase
options described therein with respect to any or all of the AFR/Bank of America
Portfolio Mortgage Loan and the AFR/Bank of America Portfolio Companion Loans.
The Majority Certificateholder is a third-party beneficiary of such letter
agreement.

         "AFR/Bank of America Portfolio Whole Loan": As defined in the
Preliminary Statement.

                                      -8-
<PAGE>

         "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 respective Stated Principal Balances as of the date of such appraisal of
greater than $2,000,000; or (ii) in accordance with Section 3.20(d) a limited
appraisal and a summary report of the "market value" of the Mortgaged Property
conducted by the Special Servicer in the case of Required Appraisal Loans with
respective Stated Principal Balances as of the date of such appraisal of
$2,000,000 or less prior to and as of the date of such desktop estimation.

         "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, 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 (including, with respect to any Serviced Whole Loan, the
Stated Principal Balances of the applicable Mortgage Loan and each related
Serviced Companion Loan ) 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, minus any downward adjustment from time to time (as
notified to the Master Servicer by the Special Servicer) which the Special
Servicer deems prudent based upon its review of such Appraisal and any
information the Special Servicer deems appropriate relating to the valuation of
the related Mortgaged Property or REO Property in accordance with the Servicing
Standard (but without implying any

                                      -9-

<PAGE>


obligation to make such adjustments) and (y) all escrows and reserves in respect
of such Required Appraisal Loan (other than amounts representing due and unpaid
taxes, assessments, insurance premiums, ground rents and other amounts due and
unpaid with respect to such Required Appraisal 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, which amount will be allocated
pro rata to the Mortgage Loan and any related Serviced Companion 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
(including, with respect to any Serviced Whole Loan, the Stated Principal
Balances of the applicable Mortgage Loan and each related Serviced Companion
Loan) of the related Required Appraisal Loan, which amount will be allocated pro
rata to the Mortgage Loan and the related Serviced Companion Loan; provided,
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. Notwithstanding the foregoing, all Appraisal
Reduction Amounts for the Carson Pirie Scott Whole Loan and the Will-O-Wisp
Apartments Whole Loan shall be allocated first to the Carson Pirie Scott B Note
and the Will-O-Wisp Apartments B Note, respectively (in each case, up to the
full principal balance thereof), and then to the Carson Pirie Scott Mortgage
Loan and the Will-O-Wisp Apartments Mortgage Loan, respectively; provided, any
such Appraisal Reduction Amount shall not be allocated to the extent (but only
to the extent) that the Carson Pirie Scott B Note principal balance or the
Will-O-Wisp Apartments B Note principal balance, as applicable, net of such
Appraisal Reduction Amounts, would be less than zero.

         "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.

         "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, 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


                                      -10-


<PAGE>


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, the Special Servicer 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)
through (xvii), inclusive, of Section 3.05(a), (iii) any amounts payable or
reimbursable to any Person from the Distribution Account pursuant to clauses
(ii) through (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) 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.

                                      -11-
<PAGE>

         "B Notes": Each of the AFR/Bank of America Portfolio B Note, the Carson
Pirie Scott B Note and the Will-O-Wisp Apartments B Note.

         "Balloon Mortgage Loan": Any Mortgage Loan or any Serviced Companion
Loan or Serviced B Note 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
Balloon Mortgage Loan.

         "Balloon Payment Interest Excess": With respect to any Balloon Mortgage
Loan (other than a Late Due Date Mortgage Loan, the AFR/Bank of America
Portfolio Mortgage Loan and the Tysons Corner Center 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 Mortgage Loan
that is a Balloon Mortgage Loan (other than a Late Due Date Mortgage Loan, the
AFR/Bank of America Portfolio Mortgage Loan and the Tysons Corner Center
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.

         "Blairstown A&P Mezzanine Intercreditor Agreement": With respect to the
Blairstown A&P Mortgage Loan, that certain mezzanine intercreditor agreement,
dated as of February 27, 2004, by and between the holder of the Blairstown A&P
Mortgage Loan and the Blairstown A&P Mezzanine Lender, as amended from time to
time.

         "Blairstown A&P Mezzanine Lender": Initially, Fortress Credit Corp. and
its permitted successor and assigns.

                                      -12-
<PAGE>

         "Blairstown A&P Mortgage Loan": The Mortgage Loan identified on the
Mortgage Loan Schedule as loan number 28.

         "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 or Serviced
Whole Loan, amounts other than Monthly Payments, Balloon Payments or Late
Collections received from the related Mortgagor 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 Loans": The Mortgage Loans, if any, identified on the
Broker Strip Schedule.

         "Broker Strip Schedule":  Schedule IV hereto.

         "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.

         "Carson Pirie Scott Agreement Among Noteholders": With respect to the
Carson Pirie Scott Mortgage Loan and the Carson Pirie Scott B Note, that certain
agreement among noteholders, dated as of April 21, 2004, by and between the
initial holders of the Carson Pirie Scott Mortgage Loan and the Carson Pirie
Scott B Note, as from time to time amended.

         "Carson Pirie Scott B Note":  As defined in the Preliminary Statement.

         "Carson Pirie Scott B Note Holder": Any holder of the Carson Pirie
Scott B Note.

         "Carson Pirie Scott B Note Holder Cure Advance": As defined in Section
3.31(c)(i).

         "Carson Pirie Scott B Note Holder Cure Deposit": As defined in Section
3.31(c)(v).

         "Carson Pirie Scott B Note Holder Cure Right": As defined in Section
3.31(c)(i).

                                      -13-
<PAGE>

         "Carson Pirie Scott B Note Operating Advisor": A third party operating
advisor appointed by the Carson Pirie Scott B Note Holder in accordance with
Section 3.31(a).

         "Carson Pirie Scott B Note Service Providers": With respect to the
Carson Pirie Scott B Note, to the extent it has been deposited into a
securitization trust, the related trustee, master servicer, special servicer and
any other Person that makes principal and/or interest advances in respect of
such mortgage loan pursuant to the related pooling and servicing agreement. For
the sake of clarity, none of the Master Servicer, the Special Servicer or the
Trustee acting in their capacities hereunder (including with respect to the
Carson Pirie Scott B Note) shall be deemed a Carson Pirie Scott B Note Servicer
Provider.

         "Carson Pirie Scott Change of Control Event": A Carson Pirie Scott
Change of Control Event shall exist if (a)(1) the initial principal balance of
the Carson Pirie Scott B Note minus (2) the sum of (x) any payments of principal
(whether as scheduled amortization, Principal Prepayments or otherwise)
allocated to, and received on, the Carson Pirie Scott B Note after the Cut Off
Date, (y) any Appraisal Reduction Amounts for the Carson Pirie Scott B Note and
(z) any realized losses allocated to the Carson Pirie Scott B Note, is less than
(b) 25% of (1) the initial principal balance of the Carson Pirie Scott B Note
minus (2) any payments of principal (whether as scheduled amortization,
Principal Prepayments or otherwise) allocated to, and received on, the Carson
Pirie Scott B Note after the Cut Off Date. For purposes of determining whether a
Carson Pirie Scott Change of Control Event exists for the Carson Pirie Scott
Whole Loan, Appraisal Reduction Amounts for the Carson Pirie Scott Whole Loan
shall be allocated first to the Carson Pirie Scott B Note (up to the full
principal balance thereof), and then to the Carson Pirie Scott Mortgage Loan
(provided in each case any such Appraisal Reduction Amount shall not be
allocated to the Carson Pirie Scott B Note to the extent (but only to the
extent) that the principal balance of the Carson Pirie Scott B Note, net of such
Appraisal Reduction Amounts, would be less than zero).

         "Carson Pirie Scott Event of Default": An "Event of Default" as defined
under the Carson Pirie Scott Whole Loan documents.

         "Carson Pirie Scott Mortgage Loan": As defined in the Preliminary
Statement.

         "Carson Pirie Scott REMIC": The single-asset REMIC established with
respect to the mortgage loan identified on the Mortgage Loan Schedule as loan
number 19 which REMIC was created by a REMIC declaration made by GACC on April
21, 2004.

         "Carson Pirie Scott REMIC Regular Interest": The REMIC regular interest
in the Carson Pirie Scott REMIC, which regular interest was transferred and
assigned by GACC to the Depositor pursuant to the Mortgage Loan Purchase
Agreement between the Depositor and GACC.

         "Carson Pirie Scott REMIC Residual Interest": The REMIC residual
interest in the Carson Pirie Scott REMIC, which residual interest was
transferred and assigned by GACC to the Depositor pursuant to the Mortgage Loan
Purchase Agreement between the Depositor and GACC.

         "Carson Pirie Scott Special Servicing Delay": As defined in Section
3.31(b)(v).

                                      -14-
<PAGE>

         "Carson Pirie Scott Whole Loan": As defined in the Preliminary
Statement.

         "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 each 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 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 2004-C1, 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, 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


                                      -15-


<PAGE>

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.

         "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, Class A-1A, Class A-2,
Class A-3 or Class A-4 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-1
attached hereto, and evidencing a "regular interest" in REMIC III for purposes
of the REMIC Provisions.

         "Class A-1A Certificate": Any one of the Certificates with a "Class
A-1A" designation on the face thereof, substantially in the form of Exhibit A-24
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-2
attached hereto, and evidencing a "regular interest" in REMIC III for purposes
of the REMIC Provisions.

         "Class A-3 Certificate": Any one of the Certificates with a "Class A-3"
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.

                                      -16-
<PAGE>

         "Class A-4 Certificate": Any one of the Certificates with a "Class A-4"
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-11
attached hereto, and evidencing a "regular interest" in REMIC III for purposes
of the REMIC Provisions.

         "Class G Certificate": Any one of the Certificates with a "Class G"
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 H Certificate": Any one of the Certificates with a "Class H"
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 J Certificate": Any one of the Certificates with a "Class J"
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 K Certificate": Any one of the Certificates with a "Class K"
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 L Certificate": Any one of the Certificates with a "Class L"
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 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

                                      -17-

<PAGE>


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, 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-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, 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 LA-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-2-D Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LA-2-D outstanding from time to
time.

         "Class LA-3-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-3-A

                                      -18-

<PAGE>


Component Rate and the Uncertificated Principal Balance of REMIC II Regular
Interest LA-3-A outstanding from time to time.

         "Class LA-3-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-3-B Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LA-3-B outstanding from time to
time.

         "Class LA-3-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-3-C Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LA-3-C outstanding from time to
time.

         "Class LA-4-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-4-A Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LA-4-A outstanding from time to
time.

         "Class LA-4-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-4-B Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LA-4-B outstanding from time to
time.

         "Class LA-4-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-4-C Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LA-4-C outstanding from time to
time.

         "Class LA-4-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-4-D Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LA-4-D outstanding from time to
time.

         "Class LA-4-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-4-E Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LA-4-E outstanding from time to
time.

         "Class LA-4-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-4-F

                                      -19-

<PAGE>



Component Rate and the Uncertificated Principal Balance of REMIC II Regular
Interest LA-4-F outstanding from time to time.

         "Class LA1-1 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 LA1-1 Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LA1-1 outstanding from time to
time.

         "Class LA1-2-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 LA1-2-A Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LA1-2-A outstanding from time to
time.

         "Class LA1-2-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 LA1-2-B Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LA1-2-B outstanding from time to
time.

         "Class LA1-2-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 LA1-2-C Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LA1-2-C outstanding from time to
time.

         "Class LA1-2-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 LA1-2-D Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LA1-2-D outstanding from time to
time.

         "Class LA1-2-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 LA1-2-E Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LA1-2-E outstanding from time to
time.

         "Class LA1-2-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 LA1-2-F Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LA1-2-F outstanding from time to
time.

         "Class LA1-2-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 LA1-2-G


                                      -20-

<PAGE>

Component Rate and the Uncertificated Principal Balance of REMIC II Regular
Interest LA1-2-G outstanding from time to time.

         "Class LA1-2-H 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 LA1-2-H Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LA1-2-H outstanding from time to
time.

         "Class LA1-2-I 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 LA1-2-I Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LA1-2-I outstanding from time to
time.

         "Class LA1-2-J 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 LA1-2-J Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LA1-2-J outstanding from time to
time.

         "Class LA1-2-K 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 LA1-2-K Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LA1-2-K outstanding from time to
time.

         "Class LA1-2-L 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 LA1-2-L Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LA1-2-L outstanding from time to
time.

         "Class LA1-2-M 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 LA1-2-M Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LA1-2-M 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

                                      -21-


<PAGE>


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-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 LE-A Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LE-A outstanding from time to time.

         "Class LE-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 LE-B Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LE-B outstanding from time to time.

         "Class LF-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 LF-A Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LF-A outstanding from time to time.

         "Class LF-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 LF-B Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LF-B outstanding from time to time.

         "Class LF-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 LF-C Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LF-C outstanding from time to time.

         "Class LF-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 LF-D Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LF-D 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


                                      -22-


<PAGE>


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, 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 LK-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 LK-A Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LK-A outstanding from time to time.

         "Class LK-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 LK-B Component


                                      -23-


<PAGE>


Rate and the Uncertificated Principal Balance of REMIC II Regular Interest LK-B
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, 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 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 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 Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LO 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.

         "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 April 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



                                      -24-

<PAGE>

Schedule III 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 October 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 III 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 April 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 III 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 April 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



                                      -25-

<PAGE>

Schedule III 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 October 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 III 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.

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

         "Class LA-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-2-D Component Class X-2 Strip Rate and the Class A-2 Pass-Through Rate for
such Distribution Date.

         "Class LA-2-D Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the October 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


                                      -26-

<PAGE>

Schedule III 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-3-A Component Rate": With respect to any Distribution Date,
the sum of the Class LA-3-A Component Class X-1 Strip Rate for such Distribution
Date and the Class LA-3-A Component Class X-2 Strip Rate for such Distribution
Date.

         "Class LA-3-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-3-A Component Class X-2 Strip Rate and the Class A-3 Pass-Through Rate for
such Distribution Date.

         "Class LA-3-A Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the October 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 III hereto or (y) the
Weighted Average Net Mortgage Rate for such Distribution Date exceeds (ii) the
Class A-3 Pass-Through Rate for such Distribution Date and (b) any Distribution
Date thereafter, zero.

         "Class LA-3-B Component Rate": With respect to any Distribution Date,
the sum of the Class LA-3-B Component Class X-1 Strip Rate for such Distribution
Date and the Class LA-3-B Component Class X-2 Strip Rate for such Distribution
Date.

         "Class LA-3-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-3-B Component Class X-2 Strip Rate and the Class A-3 Pass-Through Rate for
such Distribution Date.

         "Class LA-3-B Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the April 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 III hereto or (y) the
Weighted Average Net Mortgage Rate for such Distribution Date exceeds (ii) the
Class A-3 Pass-Through Rate for such Distribution Date and (b) any Distribution
Date thereafter, zero.

         "Class LA-3-C Component Rate": With respect to any Distribution Date,
the sum of the Class LA-3-C Component Class X-1 Strip Rate for such Distribution
Date and the Class LA-3-C Component Class X-2 Strip Rate for such Distribution
Date.

         "Class LA-3-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-3-C Component Class X-2 Strip Rate and the Class A-3 Pass-Through Rate for
such Distribution Date.

         "Class LA-3-C Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the October 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

                                      -27-

<PAGE>


Schedule III hereto or (y) the Weighted Average Net Mortgage Rate for such
Distribution Date exceeds (ii) the Class A-3 Pass-Through Rate for such
Distribution Date and (b) any Distribution Date thereafter, zero.

         "Class LA-4-A Component Rate": With respect to any Distribution Date,
the sum of the Class LA-4-A Component Class X-1 Strip Rate for such Distribution
Date and the Class LA-4-A Component Class X-2 Strip Rate for such Distribution
Date.

         "Class LA-4-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-4-A Component Class X-2 Strip Rate and the Class A-4 Pass-Through Rate for
such Distribution Date.

         "Class LA-4-A Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the October 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 III hereto or (y) the
Weighted Average Net Mortgage Rate for such Distribution Date exceeds (ii) the
Class A-4 Pass-Through Rate for such Distribution Date and (b) any Distribution
Date thereafter, zero.

         "Class LA-4-B Component Rate": With respect to any Distribution Date,
the sum of the Class LA-4-B Component Class X-1 Strip Rate for such Distribution
Date and the Class LA-4-B Component Class X-2 Strip Rate for such Distribution
Date.

         "Class LA-4-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-4-B Component Class X-2 Strip Rate and the Class A-4 Pass-Through Rate for
such Distribution Date.

         "Class LA-4-B Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the April 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 III hereto or (y) the
Weighted Average Net Mortgage Rate for such Distribution Date exceeds (ii) the
Class A-4 Pass-Through Rate for such Distribution Date and (b) any Distribution
Date thereafter, zero.

         "Class LA-4-C Component Rate": With respect to any Distribution Date,
the sum of the Class LA-4-C Component Class X-1 Strip Rate for such Distribution
Date and the Class LA-4-C Component Class X-2 Strip Rate for such Distribution
Date.

         "Class LA-4-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-4-C Component Class X-2 Strip Rate and the Class A-4 Pass-Through Rate for
such Distribution Date.

         "Class LA-4-C Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the October 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


                                      -28-
<PAGE>

Schedule III hereto or (y) the Weighted Average Net Mortgage Rate for such
Distribution Date exceeds (ii) the Class A-4 Pass-Through Rate for such
Distribution Date and (b) any Distribution Date thereafter, zero.

         "Class LA-4-D Component Rate": With respect to any Distribution Date,
the sum of the Class LA-4-D Component Class X-1 Strip Rate for such Distribution
Date and the Class LA-4-D Component Class X-2 Strip Rate for such Distribution
Date.

         "Class LA-4-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-4-D Component Class X-2 Strip Rate and the Class A-4 Pass-Through Rate for
such Distribution Date.

         "Class LA-4-D Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the April 2010 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 III hereto or (y) the
Weighted Average Net Mortgage Rate for such Distribution Date exceeds (ii) the
Class A-4 Pass-Through Rate for such Distribution Date and (b) any Distribution
Date thereafter, zero.

         "Class LA-4-E Component Rate": With respect to any Distribution Date,
the sum of the Class LA-4-E Component Class X-1 Strip Rate for such Distribution
Date and the Class LA-4-E Component Class X-2 Strip Rate for such Distribution
Date.

         "Class LA-4-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-4-E Component Class X-2 Strip Rate and the Class A-4 Pass-Through Rate for
such Distribution Date.

         "Class LA-4-E Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the October 2010 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 III hereto or (y) the
Weighted Average Net Mortgage Rate for such Distribution Date exceeds (ii) the
Class A-4 Pass-Through Rate for such Distribution Date and (b) any Distribution
Date thereafter, zero.

         "Class LA-4-F Component Rate": With respect to any Distribution Date,
the sum of the Class LA-4-F Component Class X-1 Strip Rate for such Distribution
Date and the Class LA-4-F Component Class X-2 Strip Rate for such Distribution
Date.

         "Class LA-4-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-4-F Component Class X-2 Strip Rate and the Class A-4 Pass-Through Rate for
such Distribution Date.

         "Class LA-4-F Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the April 2011 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

                                      -29-


<PAGE>


Schedule III hereto or (y) the Weighted Average Net Mortgage Rate for such
Distribution Date exceeds (ii) the Class A-4 Pass-Through Rate for such
Distribution Date and (b) any Distribution Date thereafter, zero.

         "Class LA1-1 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-1A Pass-Through Rate.

         "Class LA1-2-A Component Rate": With respect to any Distribution Date,
the sum of the Class LA1-2-A Component Class X-1 Strip Rate for such
Distribution Date and the Class LA1-2-A Component Class X-2 Strip Rate for such
Distribution Date.

         "Class LA1-2-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
LA1-2-A Component Class X-2 Strip Rate and the Class A-1A Pass-Through Rate for
such Distribution Date.

         "Class LA1-2-A Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the April 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 III hereto or (y) the
Weighted Average Net Mortgage Rate for such Distribution Date exceeds (ii) the
Class A-1A Pass-Through Rate for such Distribution Date and (b) any Distribution
Date thereafter, zero.

         "Class LA1-2-B Component Rate": With respect to any Distribution Date,
the sum of the Class LA1-2-B Component Class X-1 Strip Rate for such
Distribution Date and the Class LA1-2-B Component Class X-2 Strip Rate for such
Distribution Date.

         "Class LA1-2-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
LA1-2-B Component Class X-2 Strip Rate and the Class A-1A Pass-Through Rate for
such Distribution Date.

         "Class LA1-2-B Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the October 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 III hereto or (y) the
Weighted Average Net Mortgage Rate for such Distribution Date exceeds (ii) the
Class A-1A Pass-Through Rate for such Distribution Date and (b) any Distribution
Date thereafter, zero.

         "Class LA1-2-C Component Rate": With respect to any Distribution Date,
the sum of the Class LA1-2-C Component Class X-1 Strip Rate for such
Distribution Date and the Class LA1-2-C Component Class X-2 Strip Rate for such
Distribution Date.

         "Class LA1-2-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
LA1-2-C Component Class X-2 Strip Rate and the Class A-1A Pass-Through Rate for
such Distribution Date.

                                      -30-

<PAGE>

         "Class LA1-2-C Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the April 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 III hereto or (y) the
Weighted Average Net Mortgage Rate for such Distribution Date exceeds (ii) the
Class A-1A Pass-Through Rate for such Distribution Date and (b) any Distribution
Date thereafter, zero.

         "Class LA1-2-D Component Rate": With respect to any Distribution Date,
the sum of the Class LA1-2-D Component Class X-1 Strip Rate for such
Distribution Date and the Class LA1-2-D Component Class X-2 Strip Rate for such
Distribution Date.

         "Class LA1-2-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
LA1-2-D Component Class X-2 Strip Rate and the Class A-1A Pass-Through Rate for
such Distribution Date.

         "Class LA1-2-D Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the October 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 III hereto or (y) the
Weighted Average Net Mortgage Rate for such Distribution Date exceeds (ii) the
Class A-1A Pass-Through Rate for such Distribution Date and (b) any Distribution
Date thereafter, zero.

         "Class LA1-2-E Component Rate": With respect to any Distribution Date,
the sum of the Class LA1-2-E Component Class X-1 Strip Rate for such
Distribution Date and the Class LA1-2-E Component Class X-2 Strip Rate for such
Distribution Date.

         "Class LA1-2-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
LA1-2-E Component Class X-2 Strip Rate and the Class A-1A Pass-Through Rate for
such Distribution Date.

         "Class LA1-2-E Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the April 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 III hereto or (y) the
Weighted Average Net Mortgage Rate for such Distribution Date exceeds (ii) the
Class A-1A Pass-Through Rate for such Distribution Date and (b) any Distribution
Date thereafter, zero.

         "Class LA1-2-F Component Rate": With respect to any Distribution Date,
the sum of the Class LA1-2-F Component Class X-1 Strip Rate for such
Distribution Date and the Class LA1-2-F Component Class X-2 Strip Rate for such
Distribution Date.

         "Class LA1-2-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
LA1-2-F Component Class X-2 Strip Rate and the Class A-1A Pass-Through Rate for
such Distribution Date.

                                      -31-
<PAGE>

         "Class LA1-2-F Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the October 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 III hereto or (y) the
Weighted Average Net Mortgage Rate for such Distribution Date exceeds (ii) the
Class A-1A Pass-Through Rate for such Distribution Date and (b) any Distribution
Date thereafter, zero.

         "Class LA1-2-G Component Rate": With respect to any Distribution Date,
the sum of the Class LA1-2-G Component Class X-1 Strip Rate for such
Distribution Date and the Class LA1-2-G Component Class X-2 Strip Rate for such
Distribution Date.

         "Class LA1-2-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
LA1-2-G Component Class X-2 Strip Rate and the Class A-1A Pass-Through Rate for
such Distribution Date.

         "Class LA1-2-G Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the April 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 III hereto or (y) the
Weighted Average Net Mortgage Rate for such Distribution Date exceeds (ii) the
Class A-1A Pass-Through Rate for such Distribution Date and (b) any Distribution
Date thereafter, zero.

         "Class LA1-2-H Component Rate": With respect to any Distribution Date,
the sum of the Class LA1-2-H Component Class X-1 Strip Rate for such
Distribution Date and the Class LA1-2-H Component Class X-2 Strip Rate for such
Distribution Date.

         "Class LA1-2-H 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
LA1-2-H Component Class X-2 Strip Rate and the Class A-1A Pass-Through Rate for
such Distribution Date.

         "Class LA1-2-H Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the October 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 III hereto or (y) the
Weighted Average Net Mortgage Rate for such Distribution Date exceeds (ii) the
Class A-1A Pass-Through Rate for such Distribution Date and (b) any Distribution
Date thereafter, zero.

         "Class LA1-2-I Component Rate": With respect to any Distribution Date,
the sum of the Class LA1-2-I Component Class X-1 Strip Rate for such
Distribution Date and the Class LA1-2-I Component Class X-2 Strip Rate for such
Distribution Date.

         "Class LA1-2-I 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
LA1-2-I Component Class X-2 Strip Rate and the Class A-1A Pass-Through Rate for
such Distribution Date.

                                      -32-
<PAGE>

         "Class LA1-2-I Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the April 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 III hereto or (y) the
Weighted Average Net Mortgage Rate for such Distribution Date exceeds (ii) the
Class A-1A Pass-Through Rate for such Distribution Date and (b) any Distribution
Date thereafter, zero.

         "Class LA1-2-J Component Rate": With respect to any Distribution Date,
the sum of the Class LA1-2-J Component Class X-1 Strip Rate for such
Distribution Date and the Class LA1-2-J Component Class X-2 Strip Rate for such
Distribution Date.

         "Class LA1-2-J 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
LA1-2-J Component Class X-2 Strip Rate and the Class A-1A Pass-Through Rate for
such Distribution Date.

         "Class LA1-2-J Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the October 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 III hereto or (y) the
Weighted Average Net Mortgage Rate for such Distribution Date exceeds (ii) the
Class A-1A Pass-Through Rate for such Distribution Date and (b) any Distribution
Date thereafter, zero.

         "Class LA1-2-K Component Rate": With respect to any Distribution Date,
the sum of the Class LA1-2-K Component Class X-1 Strip Rate for such
Distribution Date and the Class LA1-2-K Component Class X-2 Strip Rate for such
Distribution Date.

         "Class LA1-2-K 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
LA1-2-K Component Class X-2 Strip Rate and the Class A-1A Pass-Through Rate for
such Distribution Date.

         "Class LA1-2-K Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the April 2010 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 III hereto or (y) the
Weighted Average Net Mortgage Rate for such Distribution Date exceeds (ii) the
Class A-1A Pass-Through Rate for such Distribution Date and (b) any Distribution
Date thereafter, zero.

         "Class LA1-2-L Component Rate": With respect to any Distribution Date,
the sum of the Class LA1-2-L Component Class X-1 Strip Rate for such
Distribution Date and the Class LA1-2-L Component Class X-2 Strip Rate for such
Distribution Date.

         "Class LA1-2-L 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
LA1-2-L Component Class X-2 Strip Rate and the Class A-1A Pass-Through Rate for
such Distribution Date.

                                      -33-
<PAGE>

         "Class LA1-2-L Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the October 2010 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 III hereto or (y) the
Weighted Average Net Mortgage Rate for such Distribution Date exceeds (ii) the
Class A-1A Pass-Through Rate for such Distribution Date and (b) any Distribution
Date thereafter, zero.

         "Class LA1-2-M Component Rate": With respect to any Distribution Date,
the sum of the Class LA1-2-M Component Class X-1 Strip Rate for such
Distribution Date and the Class LA1-2-M Component Class X-2 Strip Rate for such
Distribution Date.

         "Class LA1-2-M 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
LA1-2-M Component Class X-2 Strip Rate and the Class A-1A Pass-Through Rate for
such Distribution Date.

         "Class LA1-2-M Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the April 2011 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 III hereto or (y) the
Weighted Average Net Mortgage Rate for such Distribution Date exceeds (ii) the
Class A-1A 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 III
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.

                                      -34-
<PAGE>

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

         "Class LE-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 LE-A
Component Class X-2 Strip Rate and the Class E Pass-Through Rate for such
Distribution Date.

         "Class LE-A Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the October 2010 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 III 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 and (b) any Distribution
Date thereafter, zero.

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

         "Class LE-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 LE-B
Component Class X-2 Strip Rate and the Class E Pass-Through Rate for such
Distribution Date.

         "Class LE-B Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the April 2011 Distribution Date, the
amount, if any, by which (i) the


                                      -35-


<PAGE>


lesser of (x) the rate per annum corresponding to such Distribution Date as set
forth in Schedule III 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 and (b) any Distribution Date thereafter, zero.

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

         "Class LF-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 LF-A
Component Class X-2 Strip Rate and the Class F Pass-Through Rate for such
Distribution Date.

         "Class LF-A Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the April 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 III 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 and (b) any Distribution
Date thereafter, zero.

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

         "Class LF-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 LF-B
Component Class X-2 Strip Rate and the Class F Pass-Through Rate for such
Distribution Date.

         "Class LF-B Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the October 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 III 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 and (b) any Distribution
Date thereafter, zero.

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

         "Class LF-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 LF-C
Component Class X-2 Strip Rate and the Class F Pass-Through Rate for such
Distribution Date.

         "Class LF-C Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the April 2010 Distribution Date, the
amount, if any, by which (i) the

                                      -36-

<PAGE>

lesser of (x) the rate per annum corresponding to such Distribution Date as set
forth in Schedule III 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 and (b) any Distribution Date thereafter, zero.

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

         "Class LF-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 LF-D
Component Class X-2 Strip Rate and the Class F Pass-Through Rate for such
Distribution Date.

         "Class LF-D Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the October 2010 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 III 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 and (b) any Distribution
Date thereafter, zero.

         "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.

         "Class LG-A Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the October 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 III 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 April 2009 Distribution Date, the
amount, if any, by which (i) the


                                      -37-

<PAGE>

lesser of (x) the rate per annum corresponding to such Distribution Date as set
forth in Schedule III 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 October 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 III 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 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 April 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 III 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 October 2008 Distribution Date, the
amount, if any, by which


                                      -38-


<PAGE>

(i) the lesser of (x) the rate per annum corresponding to such Distribution Date
as set forth in Schedule III 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 April 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 III 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.

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

         "Class LK-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 LK-A
Component Class X-2 Strip Rate and the Class K Pass-Through Rate for such
Distribution Date.

         "Class LK-A Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the October 2006 Distribution Date, the
amount, if any, by which

                                      -39-

<PAGE>

(i) the lesser of (x) the rate per annum corresponding to such Distribution Date
as set forth in Schedule III 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 and (b) any Distribution Date thereafter, zero.

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

         "Class LK-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 LK-B
Component Class X-2 Strip Rate and the Class K Pass-Through Rate for such
Distribution Date.

         "Class LK-B Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the April 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 III 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 and (b) any Distribution
Date thereafter, zero.

         "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.

         "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 October 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 III 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 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 Pass-Through Rate for such Distribution
Date.

                                      -40-
<PAGE>

         "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.

         "Class M Certificate": Any one of the Certificates with a "Class M"
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 N Certificate": Any one of the Certificates with a "Class N"
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 Notional Amount": The Class X-1 Notional Amount or the Class X-2
Notional Amount, as applicable.

         "Class O Certificate": Any one of the Certificates with a "Class O"
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 P Certificate": Any one of the Certificates with a "Class P"
designation on the face thereof, substantially in the form of Exhibit A-20
attached hereto, and evidencing a "regular interest" in REMIC III for purposes
of the REMIC Provisions.

         "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-21
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-22
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.

                                      -41-
<PAGE>


         "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-23 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 for purposes of the REMIC
Provisions 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-9,
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-10,
evidencing "regular interests" in REMIC III for purposes of the REMIC
Provisions.

         "Class X Component": Any of the fifty-four (54) 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-2-A,
LA-2-B, LA-2-C, LA-2-D, LA-3-A, LA-3-B, LA-3-C, LA-4-A, LA-4-B, LA-4-C, LA-4-D,
LA-4-E, LA-4-F, LA1-1, LA1-2-A, LA1-2-B, LA1-2-C, LA1-2-D, LA1-2-E, LA1-2-F,
LA1-2-G, LA1-2-H, LA1-2-I, LA1-2-J, LA1-2-K, LA1-2-L, LA1-2-M, LB, LC, LD, LE-A,
LE-B, LF-A, LF-B, LF-C, LF-D, LG-A, LG-B, LH-A, LH-B, LH-C, LJ-A, LJ-B, LK-A,
LK-B, LL-A, LM, LN, LO 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-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 II Regular Interests LA-1-1, LA-1-2-A, LA-1-2-B,
LA-1-2-C, LA-2-A, LA-2-B, LA-2-C, LA-2-D, LA-3-A, LA-3-B, LA-3-C, LA-4-A,
LA-4-B, LA-4-C, LA-4-D, LA-4-E, LA-4-F, LA1-1, LA1-2-A, LA1-2-B, LA1-2-C,
LA1-2-D, LA1-2-E, LA1-2-F, LA1-2-G, LA1-2-H, LA1-2-I, LA1-2-J, LA1-2-K, LA1-2-L,
LA1-2-M, LB, LC, LD, LE-A, LE-B, LF-A, LF-B, LF-C, LF-D, LG-A, LG-B, LH-A, LH-B,
LH-C, LJ-A, LJ-B, LK-A, LK-B, LL-A, LM, LN, LO and LP.

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

                  (i) for the initial Distribution Date 0.076% 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 II Regular Interest
LA-1-1, LA1-1, LM, LN, LO 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

                                      -42-


<PAGE>


REMIC II Regular Interest LA-1-2-A, LA-1-2-B, LA-1-2-C, LA-2-A, LA-2-B, LA-2-C,
LA-2-D, LA-3-A, LA-3-B, LA-3-C, LA-4-A, LA-4-B, LA-4-C, LA-4-D, LA-4-E, LA-4-F,
LA1-2-A, LA1-2-B, LA1-2-C, LA1-2-D, LA1-2-E, LA1-2-F, LA1-2-G, LA1-2-H, LA1-2-I,
LA1-2-J, LA1-2-K, LA1-2-L, LA1-2-M, LB, LC, LD, LE-A, LE-B, LF-A, LF-B, LF-C,
LF-D, LG-A, LG-B, LH-A, LH-B, LH-C, LJ-A, LJ-B, LK-A, LK-B and LL-A 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 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-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 April
2005 Distribution Date, is equal to the then aggregate Uncertificated Principal
Balances of REMIC II Regular Interests, LA-1-2-A, LA-1-2-B, LA-1-2-C, LA-2-A,
LA-2-B, LA-2-C, LA-2-D, LA-3-A, LA-3-B, LA-3-C, LA-4-A, LA-4-B, LA-4-C, LA-4-D,
LA-4-E, LA-4-F, LA1-2-A, LA1-2-B, LA1-2-C, LA1-2-D, LA1-2-E, LA1-2-F, LA1-2-G,
LA1-2-H, LA1-2-I, LA1-2-J, LA1-2-K, LA1-2-L, LA1-2-M, LB, LC, LD, LE-A, LE-B,
LF-A, LF-B, LF-C, LF-D, LG-A, LG-B, LH-A, LH-B, LH-C, LJ-A, LJ-B, LK-A, LK-B and
LL-A;

                  (B) as of any date of determination after the April 2005
Distribution Date and on or before the October 2005 Distribution Date, is equal
to the then aggregate Uncertificated Principal Balances of REMIC II Regular
Interests, LA-1-2-B, LA-1-2-C, LA-2-A, LA-2-B, LA-2-C, LA-2-D, LA-3-A, LA-3-B,
LA-3-C, LA-4-A, LA-4-B, LA-4-C, LA-4-D, LA-4-E, LA-4-F, LA1-2-B, LA1-2-C,
LA1-2-D, LA1-2-E, LA1-2-F, LA1-2-G, LA1-2-H, LA1-2-I, LA1-2-J, LA1-2-K, LA1-2-L,
LA1-2-M, LB, LC, LD, LE-A, LE-B, LF-A, LF-B, LF-C, LF-D, LG-A, LG-B, LH-A, LH-B,
LH-C, LJ-A, LJ-B, LK-A, LK-B and LL-A;

                  (C) as of any date of determination after the October 2005
Distribution Date and on or before the April 2006 Distribution Date, is equal to
the then aggregate Uncertificated Principal Balances of REMIC II Regular
Interests, LA-1-2-C, LA-2-A, LA-2-B, LA-2-C, LA-2-D, LA-3-A, LA-3-B, LA-3-C,
LA-4-A, LA-4-B, LA-4-C, LA-4-D, LA-4-E, LA-4-F, LA1-2-C, LA1-2-D, LA1-2-E,
LA1-2-F, LA1-2-G, LA1-2-H, LA1-2-I, LA1-2-J, LA1-2-K, LA1-2-L, LA1-2-M, LB, LC,
LD, LE-A, LE-B, LF-A, LF-B, LF-C, LF-D, LG-A, LG-B, LH-A, LH-B, LH-C, LJ-A,
LJ-B, LK-A, LK-B and LL-A;

                  (D) as of any date of determination after the April 2006
Distribution Date and on or before the October 2006 Distribution Date, is equal
to the then aggregate Uncertificated Principal Balances of REMIC II Regular
Interests, LA-2-B, LA-2-C, LA-2-D, LA-3-A, LA-3-B, LA-3-C, LA-4-A, LA-4-B,
LA-4-C, LA-4-D, LA-4-E, LA-4-F, LA1-2-D, LA1-2-E, LA1-2-F, LA1-2-G, LA1-2-H,
LA1-2-I, LA1-2-J, LA1-2-K, LA1-2-L, LA1-2-M, LB, LC, LD, LE-A, LE-B, LF-A, LF-B,
LF-C, LF-D, LG-A, LG-B, LH-A, LH-B, LH-C, LJ-A, LJ-B, LK-A, LK-B and LL-A;

                                      -43-
<PAGE>

                  (E) as of any date of determination after the October 2006
Distribution Date and on or before the April 2007 Distribution Date, is equal to
the then aggregate Uncertificated Principal Balances of REMIC II Regular
Interests, LA-2-C, LA-2-D, LA-3-A, LA-3-B, LA-3-C, LA-4-A, LA-4-B, LA-4-C,
LA-4-D, LA-4-E, LA-4-F, LA1-2-E, LA1-2-F, LA1-2-G, LA1-2-H, LA1-2-I, LA1-2-J,
LA1-2-K, LA1-2-L, LA1-2-M, LB, LC, LD, LE-A, LE-B, LF-A, LF-B, LF-C, LF-D, LG-A,
LG-B, LH-A, LH-B, LH-C, LJ-A, LJ-B and LK-B;

                  (F) as of any date of determination after the April 2007
Distribution Date and on or before the October 2007 Distribution Date, is equal
to the then aggregate Uncertificated Principal Balances of REMIC II Regular
Interests, LA-2-D, LA-3-A, LA-3-B, LA-3-C, LA-4-A, LA-4-B, LA-4-C, LA-4-D,
LA-4-E, LA-4-F, LA1-2-F, LA1-2-G, LA1-2-H, LA1-2-I, LA1-2-J, LA1-2-K, LA1-2-L,
LA1-2-M, LB, LC, LD, LE-A, LE-B, LF-A, LF-B, LF-C, LF-D, LG-A, LG-B, LH-A, LH-B,
LH-C and LJ-B;

                  (G) as of any date of determination after the October 2007
Distribution Date and on or before the April 2008 Distribution Date, is equal to
the then aggregate Uncertificated Principal Balances of REMIC II Regular
Interests LA-3-B, LA-3-C, LA-4-A, LA-4-B, LA-4-C, LA-4-D, LA-4-E, LA-4-F,
LA1-2-G, LA1-2-H, LA1-2-I, LA1-2-J, LA1-2-K, LA1-2-L, LA1-2-M, LB, LC, LD, LE-A,
LE-B, LF-A, LF-B, LF-C, LF-D, LG-A, LG-B, LH-B and LH-C;

                  (H) as of any date of determination after the April 2008
Distribution Date and on or before the October 2008 Distribution Date, is equal
to the then aggregate Uncertificated Principal Balances of REMIC II Regular
Interests, LA-3-C, LA-4-A, LA-4-B, LA-4-C, LA-4-D, LA-4-E, LA-4-F, LA1-2-H,
LA1-2-I, LA1-2-J, LA1-2-K, LA1-2-L, LA1-2-M, LB, LC, LD, LE-A, LE-B, LF-A, LF-B,
LF-C, LF-D, LG-A, LG-B and LH-C;

                  (I) as of any date of determination after the October 2008
Distribution Date and on or before the April 2009 Distribution Date, is equal to
the then aggregate Uncertificated Principal Balances of REMIC II Regular
Interests, LA-4-B, LA-4-C, LA-4-D, LA-4-E, LA-4-F, LA1-2-I, LA1-2-J, LA1-2-K,
LA1-2-L, LA1-2-M, LB, LC, LD, LE-A, LE-B, LF-A, LF-B, LF-C, LF-D and LG-B;

                  (J) as of any date of determination after the April 2009
Distribution Date and on or before the October 2009 Distribution Date, is equal
to the then aggregate Uncertificated Principal Balances of REMIC II Regular
Interests, LA-4-C, LA-4-D, LA-4-E, LA-4-F, LA1-2-J, LA1-2-K, LA1-2-L, LA1-2-M,
LB, LC, LD, LE-A, LE-B, LF-B, LF-C and LF-D;

                  (K) as of any date of determination after the October 2009
Distribution Date and on or before the April 2010 Distribution Date, is equal to
the then aggregate Uncertificated Principal Balances of REMIC II Regular
Interests, LA-4-D, LA-4-E, LA-4-F, LA1-2-K, LA1-2-L, LA1-2-M, LB, LC, LD, LE-A,
LE-B, LF-C and LF-D;

                  (L) as of any date of determination after the April 2010
Distribution Date and on or before the October 2010 Distribution Date, is equal
to the then

                                      -44-


<PAGE>

aggregate Uncertificated Principal Balances of REMIC II Regular Interests,
LA-4-E, LA-4-F, LA-3-E, LA1-2-L, LA1-2-M, LB, LC, LD, LE-A, LE-B and LF-D;

                  (M) as of any date of determination after the October 2010
Distribution Date and on or before the April 2011 Distribution Date, is equal to
the then aggregate Uncertificated Principal Balances of REMIC II Regular
Interests, LA-4-F, LA1-2-M, LB, LC, LD and LE-B;

                  (N) with respect to any Distribution Date occurring after the
Distribution Date in April 2011, zero.

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

                  (i) for the initial Distribution Date, 0.971% per annum;

                  (ii) for any Distribution Date after the initial Distribution
Date and on or prior to the April 2011 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 each REMIC Regular II Interest
LA-1-2-A, LA-1-2-B, LA-1-2-C, LA-2-A, LA-2-B, LA-2-C, LA-2-D, LA-3-A, LA-3-B,
LA-3-C, LA-4-A, LA-4-B, LA-4-C, LA-4-D, LA-4-E, LA-4-F, LA1-2-A, LA1-2-B,
LA1-2-C, LA1-2-D, LA1-2-E, LA1-2-F, LA1-2-G, LA1-2-H, LA1-2-I, LA1-2-J, LA1-2-K,
LA1-2-L, LA1-2-M, LB, LC, LD, LE-A, LE-B, LF-A, LF-B, LF-C, LF-D, LG-A, LG-B,
LH-A, LH-B, LH-C, LJ-A, LJ-B, LK-A, LK-B and LL-A 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 April 2011
Distribution Date, 0% per annum.

         "Closing Date":  April 21, 2004.

         "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.

                                      -45-
<PAGE>

         "CMSA Bond Level File": The data file substantially in the form of, and
containing the information called for in, the downloadable form of the "CMSA(R)
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 data file substantially in the form
of, and containing the information called for in, the downloadable form of the
"CMSA(R) 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 substantially in
the form of, and containing the information called for in, the downloadable form
of the "Comparative Financial Status Report" 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 Delinquent Loan Status Report": The report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Delinquent Loan Status Report" 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 Financial File": The data file substantially in the form of, and
containing the information called for in, the downloadable form of the "CMSA(R)
Financial 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 Historical Liquidation Report": The report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Historical Liquidation Report" 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 Historical Loan Modification and Corrected Mortgage Loan Report":
The report substantially in the form of, and containing the information called
for in, the downloadable form of the "Historical Loan Modification and Corrected
Mortgage Loan Report" 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 Loan Level Reserve/Letter of Credit Report": The report
substantially in the form of, and containing the information called for in, the
downloadable form of the "CMSA


                                      -46-


<PAGE>


Loan Level Reserve/Letter of Credit Report" 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 Loan Periodic Update File": The data file substantially in the
form of, and containing the information called for in, the downloadable form of
the "CMSA(R) 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.

         "CMSA Loan Setup File": The data file substantially in the form of, and
containing the information called for in, the downloadable form of the "CMSA(R)
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.

         "CMSA NOI Adjustment Worksheet": The worksheet(s) substantially in the
form of, and containing the information called for in, the downloadable form of
the "Commercial NOI Adjustment Worksheet," "Multifamily NOI Adjustment
Worksheet," "Lodging NOI Adjustment Worksheet" and/or "Healthcare NOI Adjustment
Worksheet," as applicable, 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 Operating Statement Analysis Report": The report(s) substantially
in the form of, and containing the information called for in, the downloadable
form of the "Commercial Operating Statement Analysis Report," "Multifamily
Operating Statement Analysis Report," "Lodging Operating Statement Analysis
Report" and/or "Healthcare Operating Statement Analysis Report," as applicable,
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 Property File": The data file substantially in the form of, and
containing the information called for in, the downloadable form of the "CMSA(R)
Property 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 Reconciliation of Funds Report": The report substantially in the
form of, and containing the information called for in, the downloadable form of
the "CMSA Reconciliation of Funds Report" 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.

                                      -47-
<PAGE>

         "CMSA REO Status Report": The report substantially in the form of, and
containing the information called for in, the downloadable form of the "CMSA REO
Status Report" 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 Servicer Watch List": The report substantially in the form of,
and containing the information called for in, the downloadable form of the
"Servicer Watch List" 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 Special Servicer Loan File": The report substantially in the form
of, and containing the information called for in, the downloadable form of the
"CMSA Special Servicer Loan 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 Website": The website of the CMSA 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.

         "Collection Period": With respect to any Distribution Date and any
Mortgage Loan or Serviced Whole 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
or Serviced Whole 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).

         "COMM 2004-LNB2 Master Servicer": The "master servicer" under the COMM
2004-LNB2 Pooling and Servicing Agreement, which as of the date hereof is GMAC
Commercial Mortgage Corporation.

         "COMM 2004-LNB2 Pooling and Servicing Agreement": The pooling and
servicing agreement, dated as of March 1, 2004, among Deutsche Mortgage & Asset
Receiving Corporation, as depositor, GMAC Commercial Mortgage Corporation, as
master servicer, Lennar Partners, Inc., as special servicer, LaSalle Bank
National Association, as bond administrator and Wells Fargo Bank, N.A., as
trustee, as from time to time amended.

         "COMM 2004-LNB2 Special Servicer": The "special servicer" under the
COMM 2004-LNB2 Pooling and Servicing Agreement, which as of the date hereof is
Lennar Partners, Inc.

         "COMM 2004-LNB2 Trust": The trust fund formed under the COMM 2004-LNB2
Pooling and Servicing Agreement.

                                      -48-
<PAGE>

         "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 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-1-1,
LA-1-2-A, LA-1-2-B, LA-1-2-C, LA-2-A, LA-2-B, LA-2-C, LA-2-D, LA-3-A, LA-3-B,
LA-3-C, LA-4-A, LA-4-B, LA-4-C, LA-4-D, LA-4-E, LA-4-F, LA1-1, LA1-2-A, LA1-2-B,
LA1-2-C, LA1-2-D, LA1-2-E, LA1-2-F, LA1-2-G, LA1-2-H, LA1-2-I, LA1-2-J, LA1-2-K,
LA1-2-L, LA1-2-M, LB, LC, LD, LE-A, LE-B, LF-A, LF-B, LF-C, LF-D, LG-A, LG-B,
LH-A, LH-B, LH-C, LJ-A, LJ-B, LK-A, LK-B, LL-A, LM, LN, LO and LP Components,
the Class LA-1-1 Component Class X-1 Strip Rate, 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 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 LA-2-D Component Class X-1 Strip Rate,
the Class LA-3-A Component Class X-1 Strip Rate, the Class LA-3-B Component
Class X-1 Strip Rate, the Class LA-3-C Component Class X-1 Strip Rate, the Class
LA-4-A Component Class X-1 Strip Rate, the Class LA-4-B Component Class X-1
Strip Rate, the Class LA-4-C Component Class X-1 Strip Rate, the Class LA-4-D
Component Class X-1 Strip Rate, the Class LA-4-E Component Class X-1 Strip Rate,
the LA1-1 Component Class X-1 Strip Rate, the Class LA1-2-A Component Class X-1
Strip Rate, the Class LA1-2-B Component Class X-1 Strip Rate, the Class LA1-2-C
Component Class X-1 Strip Rate, the Class LA-1-2-D Component Class X-1 Strip
Rate, the Class LA1-2-E Component Class X-1 Strip Rate, the Class LA1-2-F
Component Class X-1 Strip Rate, the Class LA1-2-G Component Class X-1 Strip
Rate, the Class LA1-2-H Component Class X-1 Strip Rate, the Class LA1-2-I
Component Class X-1 Strip Rate, the Class LA1-2-J Component Class X-1 Strip
Rate, the Class LA1-2-K Component Class X-1 Strip Rate, the Class LA1-2-L
Component Class X-1 Strip Rate, the Class LA1-2-M 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-A
Component Class X-1 Strip Rate, the Class LE-B Component Class X-1 Strip Rate,
the Class LF-A Component Class X-1 Strip Rate, the Class LF-B Component Class
X-1 Strip Rate, the Class LF-C Component Class X-1 Strip Rate, the Class LF-D
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 LK-A Component Class
X-1 Strip Rate, the Class LK-B Component Class X-1 Strip Rate, the Class LL-A
Component Class X-1 Strip Rate, the Class LM Component Class X-1 Strip Rate, the
Class LN Component Class X-1 Strip Rate, the Class LO Component Class X-1 Strip
Rate, the Class LP 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-2-A, LA-2-B, LA-2-C, LA-2-D, LA-3-A, LA-3-B, LA-3-C,
LA-4-A, LA-4-B, LA-4-C, LA-4-D, LA-4-E, LA-4-F, LA1-2-A, LA1-2-B, LA1-2-C,
LA1-2-D, LA1-2-E, LA1-2-F, LA1-2-G, LA1-2-H, LA1-2-I, LA1-2-J, LA1-2-K, LA1-2-L,
LA1-2-M, LB, LC, LD, LE-A, LE-B, LF-A, LF-B, LF-C, LF-D, LG-A, LG-B, LH-A, LH-B,
LH-C, LJ-A, LJ-B,

                                      -49-

<PAGE>

LK-A, LK-B and LL-A 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 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 LA-2-D Component Class X-1 Strip Rate, the Class
LA-3-A Component Class X-1 Strip Rate, the Class LA-3-B Component Class X-1
Strip Rate, the Class LA-3-C Component Class X-1 Strip Rate, the Class LA-4-A
Component Class X-1 Strip Rate, the Class LA-4-B Component Class X-1 Strip Rate,
the Class LA-4-C Component Class X-1 Strip Rate, the Class LA-4-D Component
Class X-1 Strip Rate, the Class LA-4-E Component Class X-1 Strip Rate, the LA1-1
Component Class X-1 Strip Rate, the Class LA1-2-A Component Class X-1 Strip
Rate, the Class LA1-2-B Component Class X-1 Strip Rate, the Class LA1-2-C
Component Class X-1 Strip Rate, the Class LA-1-2-D Component Class X-1 Strip
Rate, the Class LA1-2-E Component Class X-1 Strip Rate, the Class LA1-2-F
Component Class X-1 Strip Rate, the Class LA1-2-G Component Class X-1 Strip
Rate, the Class LA1-2-H Component Class X-1 Strip Rate, the Class LA1-2-I
Component Class X-1 Strip Rate, the Class LA1-2-J Component Class X-1 Strip
Rate, the Class LA1-2-K Component Class X-1 Strip Rate, the Class LA1-2-L
Component Class X-1 Strip Rate, the Class LA1-2-M 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-A
Component Class X-1 Strip Rate, the Class LE-B Component Class X-1 Strip Rate,
the Class LF-A Component Class X-1 Strip Rate, the Class LF-B Component Class
X-1 Strip Rate, the Class LF-C Component Class X-1 Strip Rate, the Class LF-D
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 LK-A Component Class
X-1 Strip Rate, the Class LK-B Component Class X-1 Strip Rate and the Class LL-A
Component Class X-1 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 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 Mortgage Securities,
Inc. Series 2004-C1 and for all other purposes, is located at 9062 Old

                                      -50-


<PAGE>

Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services
(CMBS)-GMAC Commercial Mortgage Securities, Inc., Mortgage Pass-Through
Certificates, Series 2004-C1.

         "Corrected Mortgage Loan": Any Mortgage Loan (including each
Cross-Collateralized Mortgage Loan relating to such Mortgage Loan, but excluding
the AFR/Bank of America Portfolio Mortgage Loan and the Tysons Corner Center
Mortgage Loan) or any Serviced Whole Loan, as the case may be, 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 Serviced Whole
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 Mortgaged 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 and the Mortgage Loans, 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; plus

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

                  (c) with respect to any Mortgage Loan that is a 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 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;
         plus

                                      -51-
<PAGE>

                  (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; plus

                  (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;
         plus

                  (f) any amounts that were used to reimburse Nonrecoverable
         Advances (including interest on such Nonrecoverable Advances) from
         principal collections on the Mortgage Loans pursuant to Section 3.05(a)
         hereof which are subsequently recovered on the related Mortgage Loan
         with respect to the Distribution Date related to the period in which
         such recovery occurs; less

                  (g) (vii) the amount of any reimbursements of Nonrecoverable
         Advances (including interest on such Nonrecoverable Advances) from
         principal collections on the Mortgage Loans pursuant to Section 3.05(a)
         hereof with respect to such Distribution Date where such principal
         collections would have otherwise been included in the Principal
         Distribution Amount for such Distribution Date, allocated first, to
         either the Loan Group 1 Principal Distribution Amount or the Loan Group
         2 Principal Distribution Amount, as applicable, for the Loan Group in
         which the Mortgage Loan with respect to which the Nonrecoverable
         Advance was made, and then to the other Loan Group.

         "Current Ratings Report": With respect to any Credit Lease Loan, a
report or reports, dated 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 for the Tenant and any Guarantor as
of that date, (ii) the publicly available corporate credit rating of Standard &
Poor's for such Tenant or Guarantor included in the Current Ratings Report 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.

         "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



                                      -52-


<PAGE>


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, Serviced Companion
Loan or Serviced B Note, the Due Date for such Mortgage Loan, Serviced Companion
Loan or Serviced B Note in April 2004.

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

         "DBRS":  Dominion Bond Ratings Service or its successor in interest.

         "Debt Service Coverage Ratio": With respect to any Mortgage Loan (or
group of Cross-Collateralized Mortgage Loans) or any Serviced Whole Loan, 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) or any Serviced Companion Loan or Serviced B Note, 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) and any related Serviced Companion Loan or
Serviced B Note, accrued at the related Mortgage Rate.

         "Defaulted Mortgage Loan": A Mortgage Loan, Serviced Companion Loan or
Serviced B Note 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 and any related Serviced Companion Loan or Serviced B
Note.

         "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.

                                      -53-
<PAGE>

         "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.

         "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.

         "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.

         "Directing Certificateholder": With respect to any Serviced Companion
Loan, either the holder thereof or if such Serviced Companion Loan has been
securitized, the controlling class of certificateholders of any securitization
trust into which a Serviced Companion Loan is deposited, as such term is defined
in the applicable Serviced Companion Loan Securitization Agreement.

         "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 and each Serviced
Companion Loan and Serviced B Note, if applicable, as to which there has been a
prepayment during a

                                      -54-

<PAGE>


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,
Serviced Companion Loan or Serviced B Note, of such Mortgage Loan, Serviced
Companion Loan or Serviced B Note as of the related Determination Date. If there
is no Discount Rate for instruments having a maturity coterminous with the
Maturity Date or Anticipated Repayment Date, as applicable, of the applicable
Mortgage Loan, Serviced Companion Loan or Serviced B Note, 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 (other than the
AFR/Bank of America Portfolio Whole 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(s) or subaccount(s)
created and maintained by the Trustee pursuant to Section 3.04(b) in trust for
the Certificateholders, which shall be entitled "Wells Fargo Bank, N.A., as
Trustee, in trust for the registered holders of GMAC Commercial Mortgage
Securities, Inc., Mortgage Pass Through Certificates, Series 2004-C1." Any such
account or subaccount 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 May
2004.

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

         "Document Defect":  As defined in Section 2.02(e).

         "Due Date": With respect to (i) any Mortgage Loan, Serviced Companion
Loan or Serviced B Note 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, Serviced


                                      -55-

<PAGE>

Companion Loan or Serviced B Note 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, Serviced Companion Loan
or Serviced B Note 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 and (y) "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 and (y) "A+" by Fitch, if the deposits 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 Section 9.10(b) of
Title 12 of the Code of Federal Regulations 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 or, in the case of an account that relates solely to a Serviced
Companion Loan, any Serviced Companion Loan Securities 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. with respect to the
Mortgaged Properties listed on Schedule II.

         "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 ARD Loan, if any, interest
accrued on such Mortgage 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.

                                      -56-
<PAGE>

         "Excess Liquidation Proceeds": With respect to any Mortgage Loan (other
than any Non-Serviced Mortgage Loan), the excess of (i) Liquidation Proceeds of
that Mortgage Loan or related REO Property net of any related Liquidation
Expenses and Unliquidated Advances, 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,
N.A., as Trustee, in trust for the registered holders of GMAC Commercial
Mortgage Securities, Inc., Mortgage Pass-Through Certificates, Series
2004-C1--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 (A) the applicable Revised Rate over
(B) 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, pursuant to Section 3.18 or 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.

                                      -57-
<PAGE>

         "Fitch": Fitch, Inc. 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, Inc. herein referenced shall be deemed to refer to
the equivalent ratings of the party so designated.

         "Fitch Approved Master Servicer":  As defined in Section 4.03(b).

         "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 thereto.

         "Food Basics Paterson Mezzanine Intercreditor Agreement": With respect
to the Food Basics Paterson Mortgage Loan, that certain mezzanine intercreditor
agreement, dated as of February 27, 2004, by and between the holder of the Food
Basics Paterson Mortgage Loan and the Food Basics Paterson Mezzanine Lender, as
amended from time to time.

         "Food Basics Paterson Mezzanine Lender": Initially, Fortress Credit
Corp. and its permitted successor and assigns.

         "Food Basics Paterson Mortgage Loan": The Mortgage Loan identified on
the Mortgage Loan Schedule as loan number 48.

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

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

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

         "GMACCM 2003-C3 Majority Certificateholder of the Controlling Class":
The "majority certificateholder of the controlling class" under the GMACCM
2003-C3 Pooling and Servicing Agreement.

         "GMACCM 2003-C3 Master Servicer": The "master servicer" under the
GMACCM 2003-C3 Pooling and Servicing Agreement, which as of the date hereof is
GMAC Commercial Mortgage Corporation.

         "GMACCM 2003-C3 Pooling and Servicing Agreement": The Pooling and
Servicing Agreement, dated as of December 1, 2003, among GMAC Commercial
Mortgage Securities, Inc., as depositor, GMAC Commercial Mortgage Corporation,
as master servicer, Lennar Partners, Inc., as special servicer, Midland Loan
Services, Inc., as GMACCM 2003-C3 Special Servicer, LaSalle Bank National
Association, as trustee and ABN AMRO Bank N.V., as fiscal agent, as from time to
time amended.

                                      -58-
<PAGE>

         "GMACCM 2003-C3 Special Servicer": The "special servicer" for the
AFR/Bank of America Portfolio Whole Loan under the GMACCM 2003-C3 Pooling and
Servicing Agreement, which as of the date hereof is Midland Loan Services, Inc.

         "GMACCM 2003-C3 Trustee": The "trustee" under the GMACCM 2003-C3
Pooling and Servicing Agreement, which as of the date hereof is LaSalle Bank
National Association.

         "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.

         "Group 1 Mortgage Loan": Any Mortgage Loan identified on the Mortgage
Loan Schedule as belonging to Loan Group 1.

         "Group 2 Mortgage Loan": Any Mortgage Loan identified on the Mortgage
Loan Schedule as belonging to Loan Group 2.

         "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

                                      -59-


<PAGE>

Special Servicer, the Trustee, the Majority Certificateholder of the Controlling
Class, any holder of a B Note, any Serviced Companion Loan Holder, any
Non-Serviced Companion Loan Holder 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, the Majority Certificateholder of the
Controlling Class, any holder of a B Note, any Serviced Companion Loan Holder,
any Non-Serviced Companion Loan Holder or any Affiliate thereof, and (iii) is
not connected with the Depositor, the Master Servicer, any Mortgage Loan Seller,
the Special Servicer, the Trustee, the Majority Certificateholder of the
Controlling Class 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, the Trustee, the Majority
Certificateholder of the Controlling Class, any holder of a B Note, any Serviced
Companion Loan Holder, any Non-Serviced Companion Loan Holder 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, the
Trust Fund or any Serviced Companion Loan Holder, delivered to the Trustee), so
long as REMIC I does not receive or derive any income from such Person;
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 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.

                                      -60-

<PAGE>

         "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 $721,404,190.

         "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 $691,069,000.

         "Initial Resolution Period":  As defined in Section 2.03(a).

         "Insurance Policy": With respect to any Mortgage Loan or any Serviced
Whole 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 Serviced Whole 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.

         "Intercreditor Agreement": Each of the AFR/Bank of America Portfolio A
Notes Intercreditor Agreement, the AFR/Bank of America Portfolio Agreement Among
Noteholders, the Carson Pirie Scott Agreement Among Noteholders, the Two Gateway
Center Intercreditor Agreement, the Tysons Corner Center Intercreditor Agreement
and the Will-O-Wisp Apartments Agreement Among Noteholders, as the context may
require.

         "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, N.A., as
Trustee, in trust for the registered holders of GMAC Commercial Mortgage
Securities, Inc., Mortgage Pass-Through Certificates, Series 2004-C1--Interest
Reserve Account." Any such account or subaccount shall be an Eligible Account.

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

                                      -61-
<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, each Serviced Whole Loan Custodial Account
and any REO Account.

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

         "Ivybrook REMIC": The single-asset REMIC established with respect to
the mortgage loan identified on the Mortgage Loan Schedule as loan number 39
which REMIC was created by a REMIC declaration made by GMACCM on March 1, 2004.

         "Ivybrook REMIC Regular Interest": The REMIC regular interest in the
Ivybrook 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.

         "Ivybrook REMIC Residual Interest": The REMIC residual interest in the
Ivybrook 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.

         "Johnstown Galleria Mezzanine Intercreditor Agreement": With respect to
the Johnstown Galleria Mortgage Loan, that certain mezzanine intercreditor
agreement, dated as of February 2, 2004, by and between the holder of the
Johnstown Galleria Mortgage Loan and the Johnstown Galleria Mezzanine Lender, as
amended from time to time.

         "Johnstown Galleria Mezzanine Lender": Initially, Morgan Stanley
Mortgage Capital Inc. and its permitted successor and assigns.

         "Johnstown Galleria Mortgage Loan": The Mortgage Loan identified on the
Mortgage Loan Schedule as loan number 5.

         "Late Collections": With respect to any Mortgage Loan or Serviced Whole
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 or Serviced Whole
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
or Serviced Whole Loan (without regard to any acceleration of amounts due under
such predecessor Mortgage Loan or Serviced Whole 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.

                                      -62-
<PAGE>

         "Late Due Date Mortgage Loan": Each Mortgage Loan (or successor REO
Loan), having a Due Date which occurs after the Determination Date in the same
calendar month as such Due Date.

         "Lennar":  Lennar Partners, Inc.

         "Liquidation Event": With respect to any Mortgage Loan, Serviced
Companion Loan or Serviced B Note, any of the following events (as applicable):
(i) such Mortgage Loan, Serviced Companion Loan or Serviced B Note is paid in
full; (ii) a Final Recovery Determination is made with respect to such Mortgage
Loan, Serviced Companion Loan or Serviced B Note; (iii) such Mortgage Loan is
repurchased or replaced by a Mortgage Loan Seller pursuant to Section 6 of the
related Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan or Serviced
Companion Loan is purchased pursuant to Section 3.18 or 3.29(a), as applicable;
or (v) such Mortgage Loan is purchased 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, the Special Servicer 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 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 (x) any Specially Serviced Mortgage Loan or REO
Property purchased pursuant to Section 3.18 or by the Master Servicer, the
Majority Certificateholder of the Controlling Class, the Special Servicer or the
Depositor pursuant to Section 9.01 or by the Carson Pirie Scott B Note Holder
pursuant to Section 3.29(a) unless otherwise required by the Carson Pirie Scott
Agreement Among Noteholders and (y) any of the Randolph A&P Mortgage Loan, the
Blairstown A&P Mortgage Loan or the Food Basics Paterson Mortgage Loan, as
applicable, to the extent actually purchased by the related Mezzanine Lender
pursuant to the terms of the related Mezzanine Intercreditor Agreement), the fee
designated as such and payable to the Special Servicer pursuant to Section
3.11(c). With respect to each Mortgage Loan repurchased by the applicable
Mortgage Loan Seller pursuant to Section 2.03(a), the fee designated as such and
payable as part of the Purchase Price pursuant to such section.

         "Liquidation Fee Rate": With respect to each Specially Serviced
Mortgage Loan or REO Property (or Mortgage Loan subject to repurchase pursuant
to Section 2.03(a))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


                                      -63-

<PAGE>

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 or a Serviced
Companion Loan pursuant to Section 3.18 or 3.29(a), as applicable; (v) the
repurchase of a Mortgage Loan by a Mortgage Loan Seller pursuant to Section 6 of
the related Mortgage Loan Purchase 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; (vii) the purchase of a Mortgage
Loan or REO Property pursuant to Section 9.01 or (viii) in the case of the
AFR/Bank of America Portfolio Mortgage Loan, the purchase of the AFR/Bank of
America Portfolio Mortgage Loan by the holder of the AFR/Bank of America
Portfolio B Note, any related Non-Serviced Companion Loan Holder or its
designee, or GACC, as applicable, pursuant to the GMACCM 2003-C3 Pooling and
Servicing Agreement and/or the related Intercreditor Agreement, to the extent of
any portion of such amounts received by the Trust Fund as holder of the related
Mortgage Loan pursuant to the related Intercreditor Agreement.

         "Loan Group": Either Loan Group 1 or Loan Group 2.

         "Loan Group 1": Collectively, all of the Mortgage Loans that are Group
1 Mortgage Loans and any successor REO Loans with respect thereto. The initial
pool balance of Loan Group 1 is $618,962,344.76.

         "Loan Group 1 Available Distribution Amount": With respect to any
Distribution Date, that portion, if any, of the Available Distribution Amount
attributable to Loan Group 1.

         "Loan Group 1 Principal Distribution Amount": With respect to any
Distribution Date, that portion, if any, of the Principal Distribution Amount
attributable to Loan Group 1.

         "Loan Group 2": Collectively, all of the Mortgage Loans that are Group
2 Mortgage Loans and any successor REO Loans with respect thereto. The initial
pool balance of Loan Group 2 is $102,519,995.62.

         "Loan Group 2 Available Distribution Amount": With respect to any
Distribution Date, that portion, if any, of the Available Distribution Amount
attributable to Loan Group 2.

         "Loan Group 2 Principal Distribution Amount": With respect to any
Distribution Date, that portion, if any, of the Principal Distribution Amount
attributable to Loan Group 2.

         "Loan-to-Value Ratio": With respect to any Mortgage Loan or Serviced
Whole 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 or Serviced Whole Loan, as the case may be, 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 or Serviced Whole Loan

                                      -64-


<PAGE>

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.

         "Lock-Box Agreement": With respect to any Mortgage Loan or Serviced
Whole Loan serviced hereunder, the lock-box agreement, if any, between the
originator of such Mortgage Loan or Serviced Whole 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, Serviced Companion Loan, Serviced B Note 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
related Serviced Companion Loan) and REO Loan serviced hereunder (a) for which
GMACCM is the related Mortgage Loan Seller, 0.02% per annum and (b) for which
either GACC or MSMC is the related Mortgage Loan Seller, 0.01% per annum.

                                      -65-
<PAGE>

         "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": A Document Defect 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;
provided, however, that the absence of, or a material and adverse irregularity
on the face of, any of the following documents shall be presumed to be a
Material Document Defect: the original Mortgage Note (or a lost note affidavit
and indemnity), an original or executed copy of the Mortgage, an original or
copy of the required lender's title insurance policy (or in lieu thereof a
marked-up title commitment marked as binding and countersigned by the title
company or its authorized agent), the original or copy of any related letters of
credit or a copy of any related Ground Lease from the Mortgage File.

         "Maturity Date": With respect to any Mortgage Loan, Serviced Companion
Loan or Serviced B Note 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 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, Serviced Companion Loan or Serviced B Note 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,
Serviced Companion Loan or Serviced B Note 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.

         "Mezzanine Intercreditor Agreement": The Blairstown A&P Mezzanine
Intercreditor Agreement, the Food Basics Paterson Mezzanine Intercreditor
Agreement, the Johnstown Galleria Mezzanine Intercreditor Agreement or the
Randolph A&P Mezzanine Intercreditor Agreement, as applicable.

         "Mezzanine Lender": The Blairstown A&P Mezzanine Lender, the Food
Basics Paterson Mezzanine Lender, the Johnstown Galleria Mezzanine Lender or the
Randolph A&P Mezzanine Lender, as applicable.

         "Mezzanine Mortgage Loan": The Blairstown A&P Mortgage Loan, the Food
Basics Paterson Mortgage Loan, the Johnstown Galleria Mortgage Loan or the
Randolph A&P Mortgage Loan, as applicable.

         "Modified Mortgage Loan": Any Mortgage Loan, Serviced Companion Loan or
Serviced B Note 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, Serviced Companion Loan or Serviced
B Note);

                                      -66-
<PAGE>

                  (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,
Serviced Companion Loan or Serviced B Note or reduces the likelihood of timely
payment of amounts due thereon.

         "Monthly Payment": With respect to any Mortgage Loan, Serviced
Companion Loan or Serviced B Note, the scheduled monthly payment of principal
and/or interest on such Mortgage Loan, Serviced Companion Loan or Serviced B
Note, including any Balloon Payment, which is payable by a Mortgagor from time
to time under the terms of the related Mortgage Note(s) (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.

         "Mortgage": With respect to any Mortgage Loan or Serviced Whole 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, Serviced Companion
Loan or Serviced B Note, subject to Section 2.01(b), collectively the following
documents:

         (1) (A) in the case of each Mortgage Loan, 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, N.A., as trustee for the
registered holders of GMAC Commercial Mortgage Securities, Inc., Mortgage
Pass-Through Certificates, Series 2004-C1, without recourse" and (B) in the case
of each Serviced Companion Loan or Serviced B Note, a copy of the executed
Mortgage Note for such Serviced Companion Loan or Serviced B Note;

         (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) and with respect to the Serviced Whole Loans, also to
the Trustee, in its capacity as lead lender on behalf of the related Serviced
Companion Loan Holders or Serviced B Note Holders, as applicable;

                                      -67-
<PAGE>

         (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, Serviced Companion Loan or
Serviced B Note, as the case may be, 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 and with respect to the Serviced Whole
Loans, also to the Trustee, in its capacity as lead lender on behalf of the
related Serviced Companion Loan Holders or Serviced B Note Holders, as
applicable;

         (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, Serviced Companion Loan or
Serviced B Note, as the case may be, 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 and with respect to the Serviced Whole Loans, also to the
Trustee, in its capacity as lead lender on behalf of the related Serviced
Companion Loan Holders or Serviced B Note Holders, as applicable;

         (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, Serviced Companion Loan or Serviced B Note, as the case may be,
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, Serviced Companion Loan or Serviced B Note, as
the case may be, 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;

                                      -68-
<PAGE>

         (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, Serviced Companion Loan or Serviced B Note, as the case may be, (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 applicable 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 applicable 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, Serviced Companion Loan or Serviced B Note
is a Credit Lease Loan, an original of the credit lease enhancement insurance
policy, if any, obtained with respect to such Mortgage Loan, Serviced Companion
Loan or Serviced B Note, as the case may be, an original of the bond lease
insurance policy, if any, obtained with respect to such Mortgage Loan, Serviced
Companion Loan or Serviced B Note and an original of the residual value
insurance policy, if any, obtained with respect to such Mortgage Loan, Serviced
Companion Loan or Serviced B Note;

         (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, Mezzanine
Intercreditor Agreement or side letter with respect to the Mortgage Loan,
Serviced Companion Loan or Serviced B Note;

         (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;

         (20) for each Single Loan REMIC Mortgage Loan, a copy of the executed
REMIC declaration relating to such Single Loan REMIC;

         (21) (A) for the AFR/Bank of America Portfolio Mortgage Loan, a copy of
the executed GMACCM 2003-C3 Pooling and Servicing Agreement and (B) for the
Tysons Corner Center Mortgage Loan, a copy of the executed COMM 2004-LNB2
Pooling and Servicing Agreement;

                                      -69-
<PAGE>

         (22) for the Carson Pirie Scott Mortgage Loan, a copy of the RVI
Policy; and

         (23) a checklist of documents included in the Mortgage File,

provided, 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 AFR/Bank of America
Portfolio Mortgage Loan, "Mortgage File" shall mean the original Mortgage Note
in the amount of $40,000,000 pertaining to the AFR/Bank of America Portfolio
Mortgage Loan, the AFR/Bank of America Portfolio Intercreditor Agreement, a copy
of the executed REMIC declaration relating to the AFR/Bank of America Portfolio
REMIC, the AFR/Bank of America Portfolio Waiver Letter, the Side Letter
Agreement dated March 17, 2004 by the GMACCM 2003-C3 Master Servicer and copies
of each other document contained in the mortgage file relating to the AFR/Bank
of America Portfolio Whole Loan held by the GMACCM 2003-C3 Trustee and with
respect to the Tysons Corner Center Mortgage Loan, "Mortgage File" shall mean
the original Mortgage Note in the amount of $35,000,000 pertaining to the Tysons
Corner Center Mortgage Loan, the Tysons Corner Center Intercreditor Agreement
and copies of each other document contained in the mortgage file relating to the
Tysons Corner Center Whole Loan held by the COMM 2004-LNB2 Trustee.

         "Mortgage Loan": Each of the mortgage loans or mortgage loan interests
and, with respect to the AFR/Bank of America Portfolio Mortgage Loan, the Carson
Pirie Scott Mortgage Loan and the Ivybrook Mortgage Loan, the applicable Single
Loan REMIC Regular Interest held by REMIC I, 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"
with respect to any Single Loan REMIC refers to the mortgage loan or interest
therein held by the REMIC issuing the related Single Loan REMIC Regular
Interest. 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 Two
Gateway Center Mortgage Loan, the AFR/Bank of America Portfolio Mortgage Loan,
the Tysons Corner Center Mortgage Loan, the Carson Pirie Scott Mortgage Loan and
the Will-O-Wisp Apartments Mortgage Loan (which are part of the Trust Fund) but
excludes the Two Gateway Center Companion Loan, the AFR/Bank of America
Portfolio Companion Loans, the AFR/Bank of America Portfolio B Note, the Tysons
Corner Center Companion Loans, the Carson Pirie Scott B Note and the Will-O-Wisp
Apartments B Note (which are 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.

                                      -70-
<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 or a Broker Strip 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 and MSMC.

                                      -71-
<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 AFR/Bank of America Portfolio Mortgage Loan, the Two Gateway Center
Mortgage Loan, the Tysons Corner Center Mortgage Loan, the Carson Pirie Scott
Mortgage Loan and the Will-O-Wisp Apartments Mortgage Loan, but excludes the
AFR/Bank of America Portfolio Companion Loans, the AFR/Bank of America Portfolio
B Note, the Two Gateway Center Companion Loan, the Tysons Corner Center
Companion Loans, the Carson Pirie Scott B Note and the Will-O-Wisp Apartments B
Note.

         "Mortgage Rate": With respect to: (i) any Mortgage Loan, Serviced
Companion Loan or Serviced B Note 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,
Serviced Companion Loan or Serviced B Note 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, Serviced
Companion Loan or Serviced B Note after its Maturity Date, the annualized rate
described in clause (i) above determined without regard to the passage of such
Maturity Date; (iii) any REO Loan, the annualized rate described in clause (i)
or (ii), as applicable, above determined as if the predecessor Mortgage Loan,
Serviced Companion Loan or Serviced B Note had remained outstanding and (iv) any
Single Loan REMIC, the applicable rate of interest payable with respect to the
related Single Loan REMIC Regular Interest.

         "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 and, if applicable, any related Serviced Companion Loan or
Serviced B Note. 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.

         "MSMC": Morgan Stanley 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 with respect to the Mortgage Loans 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.

                                      -72-
<PAGE>

         "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 2.02(f) and 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 such account in accordance with Section
2.02(f) 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, any Serviced
Companion Loan, any Serviced B Note 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 (and, in the case of the AFR/Bank of
America Portfolio Mortgage Loan and the Tysons Corner Center Mortgage Loan, the
applicable servicing fee rate payable pursuant to the related Other Pooling and
Servicing Agreement), but, with respect to each Mortgage Loan 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 (and, in the case
of the AFR/Bank of America Portfolio Mortgage Loan and the Tysons Corner Center
Mortgage Loan, the applicable servicing fee rate payable pursuant to the related
Other Pooling and Servicing Agreement)); 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.

                                      -73-
<PAGE>

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

         "Nonrecoverable Advance": Any Nonrecoverable Delinquency Advance or
Nonrecoverable Servicing Advance. Workout-Delayed Reimbursement Amounts shall
constitute a Nonrecoverable Advance only when the Person making such
determination in accordance with the procedures specified in the definition of
Nonrecoverable Delinquency Advance or Nonrecoverable Servicing Advance, as
applicable, has determined that such Workout-Delayed Reimbursement Amounts,
together with any accrued and unpaid interest thereon, will not be ultimately
recoverable from Late Collections on or in respect of such related Mortgage Loan
and/or REO Loan.

         "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, the Special Servicer or the
Trustee as applicable, will not be ultimately recoverable (together with Advance
Interest thereon) from Late Collections 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(b). Subject to Section 4.03(b), with respect to any Serviced
Companion Loan, any advance of principal and/or interest made, or proposed to be
made, on such Serviced Companion Loan which, in the judgment of the applicable
Serviced Companion Loan Master Servicer or Serviced Companion Loan Trustee, will
not ultimately be recoverable (together with any interest thereon) from late
payments, insurance proceeds, liquidation proceeds or any other recovery on or
in respect of such Serviced Companion Loan in accordance with the related
Serviced Companion Loan Securitization Agreement.

         "Nonrecoverable Servicing Advance": (i) Any Servicing Advance
previously made or proposed to be made in respect of a Mortgage Loan (other than
the AFR/Bank of America Portfolio Mortgage Loan and the Tysons Corner Center
Mortgage Loan) or any Serviced Whole Loan or any REO Property which, in the
judgment of the Master Servicer, the Special Servicer or the Trustee, as
applicable, will not be ultimately recoverable (together with Advance Interest
thereon) from Late Collections on or in respect of such Mortgage Loan, Serviced
Whole Loan or REO Property, which shall be evidenced by an Officer's Certificate
as provided by Section 3.11(h), (ii) any AFR/Bank of America Portfolio
Nonrecoverable Servicing Advance and (iii) any Tysons Corner Center
Nonrecoverable Servicing Advance.

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

         "Non-Serviced Companion Loan": Each AFR/Bank of America Portfolio
Companion Loan and each Tysons Corner Center Companion Loan.

         "Non-Serviced Companion Loan Holder": Each AFR/Bank of America
Portfolio Companion Loan Holder and each Tysons Corner Center Companion Loan
Holder.

                                      -74-
<PAGE>

         "Non-Serviced Companion Loan Master Servicer": With respect to any
Non-Serviced Companion Loan, the master servicer appointed and acting pursuant
to the Non-Serviced Companion Loan Securitization Agreement, if any, related to
such Non-Serviced Companion Loan.

         "Non-Serviced Companion Loan Securities": For so long as the
Non-Serviced Mortgage Loan related thereto or any successor REO Loan thereof is
part of the Mortgage Pool, any class of securities backed by a Non-Serviced
Companion Loan. Any reference herein to a "series" of Non-Serviced Companion
Loan Securities shall refer to separate securitizations of one or more
Non-Serviced Companion Loans.

         "Non-Serviced Companion Loan Securitization Agreement": With respect to
any Non-Serviced Companion Loan, any agreement under which any certificates
evidencing interests in such Non-Serviced Companion Loan are issued, as from
time to time amended, supplemented or modified.

         "Non-Serviced Companion Loan Trustee": With respect to any Non-Serviced
Companion Loan, the trustee with respect to such Non-Serviced Companion Loan
appointed and acting under the related Non-Serviced Companion Loan
Securitization Agreement, if any.

         "Non-Serviced Mortgage Loan": Each of the AFR/Bank of America Portfolio
Mortgage Loan and the Tysons Corner Center Mortgage Loan, as the context may
require.

         "Non-Serviced Mortgage Loan Service Providers": The AFR/Bank of America
Portfolio Service Providers and the Tysons Corner Center Service Providers, as
the context may require.

         "Non-Serviced Whole Loan": Each of the AFR/Bank of America Portfolio
Whole Loan and the Tysons Corner Center Whole Loan, as the context may require.

         "Non-Serviced Whole Loan Custodial Account": With respect to each
Non-Serviced Whole Loan, the account or accounts maintained by the related Other
Servicer pursuant to the GMACCM 2003-C3 Pooling and Servicing Agreement or the
COMM 2004-LNB2 Pooling and Servicing Agreement, as applicable, on behalf of the
Certificateholders and the holders of the related Non-Serviced Companion Loan
Securities and/or Non-Serviced Companion Loan Holders.

         "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.

                                      -75-
<PAGE>

         "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.

         "Other Depositor": With respect to each Other Pooling and Servicing
Agreement, the related depositor thereunder.

         "Other Indemnified Parties":  As defined in Section 6.07.

         "Other Pooling and Servicing Agreement": Any of the GMACCM 2003-C3
Pooling and Servicing Agreement, the COMM 2004-LNB2 Pooling and Servicing
Agreement or a Serviced Companion Loan Securitization Agreement, as applicable,
each as from time to time amended, supplemented or modified.

         "Other Servicer": With respect to each Other Pooling and Servicing
Agreement, the related master servicer thereunder.

         "Other Special Servicer": With respect to each Other Pooling and
Servicing Agreement, the related special servicer thereunder.

         "Other Trust Fund": With respect to each Other Pooling and Servicing
Agreement, the related trust fund created thereunder.

         "Other Trustee": With respect to each Other Pooling and Servicing
Agreement, the related trustee thereunder.

         "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-1A, Class A-2, Class A-3 and Class A-4
Certificates, the fixed rate per annum specified for such Class in the
Preliminary Statement;

         (4) the Class B, Class C, Class D, Class E, Class F and Class G
Certificates, for any Distribution Date, the lesser of the fixed rate per annum
specified for such Class in the Preliminary Statement and the Weighted Average
Net Mortgage Rate for such Distribution Date; and

                                      -76-
<PAGE>

         (5) the Class H Certificates, for any Distribution Date, the Weighted
Average Net Mortgage Rate; and

         (6) the Class J, Class K, Class L, Class M, Class N, Class O and Class
P Certificates, for any Distribution Date, the lesser of 5.173% and the Weighted
Average Net Mortgage Rate.

         "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, Serviced
Companion Loan or Serviced B Note (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;


                                      -78-

<PAGE>


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

         (5) a money market fund (including those managed or advised by the
Trustee or its affiliates) rated by each Rating Agency (if so rated by such
Rating Agency) in its highest rating category and any other money market fund
with respect to which a Rating Agency Confirmation has been received;

         (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 or Serviced Companion Loan Securities by each such
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%



                                      -78-

<PAGE>


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 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 and "F-1+" in the case of Fitch.

         "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 6 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, the AFR/Bank of America Portfolio Mortgage
Loan and the Tysons Corner Center Mortgage Loan), Serviced Companion Loan or
Serviced B Note that was subject

                                      -79-

<PAGE>

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,
Serviced Companion Loan or Serviced B Note, as the case may be, 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, the AFR/Bank of America Portfolio
Mortgage Loan and the Tysons Corner Center Mortgage Loan) or, solely for
purposes of Section 4.02(a)(xx), any Serviced Companion Loan or Serviced B Note
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 received prior to the Due Date for such Mortgage
Loan, Serviced Companion Loan or Serviced B Note, as the case may be, 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, Serviced Companion Loan or Serviced B Note 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). A
Prepayment Interest Shortfall in respect of the AFR/Bank of America Portfolio
Mortgage Loan, Carson Pirie Scott Mortgage Loan or Ivybrook Mortgage Loan shall
be a Prepayment Interest Shortfall in respect of the related Single Loan REMIC
Regular Interest.

         "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, Serviced Companion Loan, Serviced B Note 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:

                  (i) Any Prepayment Premium collected from a Group 1 Mortgage
         Loan, any Distribution Date and each Class A-1, Class A-1A, Class A-2,
         Class A-3, Class A-4, 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 Loan Group 1 Principal Distribution Amount allocable
         to such Class of Certificates for such Distribution Date and the
         denominator of which is the Loan Group 1 Principal Distribution Amount
         for all Classes of Certificates as of such Distribution Date; and

                  (ii) Any Prepayment Premium collected from a Group 2 Mortgage
         Loan, any Distribution Date and each of Class A-1, Class A-1A, Class
         A-2, Class A-3, Class A-4, 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 Loan Group 2 Principal Distribution Amount


                                      -80-


<PAGE>

         allocable to such Class of Certificates for such Distribution Date and
         the denominator of which is the Loan Group 2 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; provided, however, that
the Principal Distribution Amount for any Distribution Date shall be reduced by
the amount of any reimbursements of (i) Nonrecoverable Advances plus interest on
such Nonrecoverable Advances that are paid or reimbursed from principal
collections on the Mortgage Loans in a period during which such principal
collections would have otherwise been included in the Principal Distribution
Amount for such Distribution Date, (ii) Workout-Delayed Reimbursement Amounts
that were reimbursed from principal collections on the Mortgage Loans in a
period during which such principal collections would have otherwise been
included in the Principal Distribution Amount for such Distribution Date and
(iii) with respect to each Loan Group, following the reimbursements provided for
in clauses (i) and (ii) above for such Loan Group, the excess, if any, of (A)
the total amount of Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts, plus interest on such Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts, that would have been paid or reimbursed from principal
collections on the Mortgage Loans of the other Loan Group had the Principal
Distribution Amount for such other Loan Group been sufficient to make such
reimbursements in full, over (B) the Principal Distribution Amount of such other
Loan Group (prior to giving effect to clauses (i), (ii) and (iii) with respect
to such other Loan Group) for that Distribution Date (provided, further, that
with respect to the amounts identified in clauses (i), (ii) and (iii) above, if
any of such amounts reimbursed from principal collections on the Mortgage Loans
are subsequently recovered on the related Mortgage Loan, such recovery will be
applied to increase the Principal Distribution Amount for the Distribution Date
related to the period in which such recovery occurs).

         "Principal Prepayment": Any payment of principal made by the Mortgagor
on a Mortgage Loan, Serviced Companion Loan or Serviced B Note 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, each
Serviced Companion Loan Holder, each Serviced B Note Holder and any Person who
provides the Trustee with an Investor Certification.

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

                                      -81-
<PAGE>

         "Prospectus": The Prospectus dated July 31, 2003, as supplemented by
the Prospectus Supplement.

         "Prospectus Supplement": The Prospectus Supplement, dated April 7,
2004, relating to the offering of the Registered Certificates.

         "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, (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 Document Defect giving rise to the repurchase
obligation and (ii) the aggregate amount of all Special Servicing 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 written notice of a Material Breach, the
applicable Mortgage Loan Seller will also be required to pay a Liquidation Fee;
plus (f) if such Mortgage Loan is being purchased pursuant to the Carson Pirie
Scott B Note Holder Purchase Right, without duplication of amounts payable
pursuant to clauses (a) through (e) above, all related accrued and unpaid
Servicing Fees, Special Servicing Fees, Workout Fees and if the Purchase Price
is being paid in connection with the exercise of a Carson Pirie Scott B Note
Holder Purchase Right more than 90 days following the commencement of a Carson
Pirie Scott B Note Holder Purchase Right Period, Liquidation Fees (other than
the portion thereof payable from interest on the amount specified in clause
(a)). 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 Document 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.

         For purposes of this Agreement, the "Purchase Price" in respect of the
AFR/Bank of America Portfolio Mortgage Loan shall also include amounts received
hereunder from the related AFR/Bank of America Portfolio Service Provider in
connection with the purchase thereof by the AFR/Bank of America Portfolio B Loan
Noteholder pursuant to the terms of the AFR/Bank of America Portfolio Agreement
Among Noteholders.

         "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.

                                      -82
<PAGE>

         "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 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); (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; and
(xii) with respect to a Group 2 Mortgage Loan, is of the same property type as
such Group 2 Mortgage Loan; provided, that no Qualifying Substitute Mortgage
Loan may have a Maturity Date after the date three years prior to the Rated
Final Distribution Date; 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.

                                      -83-
<PAGE>

         "Randolph A&P Mezzanine Intercreditor Agreement": With respect to the
Randolph A&P Mortgage Loan, that certain mezzanine intercreditor agreement,
dated as of February 27, 2004, by and between the holder of the Randolph A&P
Mortgage Loan and the Randolph A&P Mezzanine Lender, as amended from time to
time.

         "Randolph A&P Mezzanine Lender": Initially, Fortress Credit Corp. and
its permitted successor and assigns.

         "Randolph A&P Mortgage Loan": The Mortgage Loan identified on the
Mortgage Loan Schedule as loan number 18.

         "Rated Final Distribution Date":  The Distribution Date in March 2038.

         "Rating Agency":  Each of Fitch 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 or Serviced Companion Loan Securities, as applicable, then rated by
such Rating Agency. For all purposes of this Agreement, the placement by a
Rating Agency of any Class of Certificates or Serviced Companion Loan
Securities, as applicable, on "negative credit watch" shall constitute a
qualification of such Rating Agency's rating of such Certificates or Serviced
Companion Loan Securities, as applicable.

         "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 Defaulted 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 Defaulted Mortgage Loan
or REO Loan, as the case may be (including all Special Servicing Fees, Workout
Fees or other fees, expenses or items with respect to such Defaulted 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 clause (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 clause (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 Defaulted 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).

                                      -84-
<PAGE>

         With respect to each Defaulted Mortgage Loan for which a Final Recovery
Determination has been made, to the extent not included in the previous
paragraph, Realized Losses include Nonrecoverable Advances for such Mortgage
Loan (including interest on such Nonrecoverable Advances) to the extent amounts
have been paid from the Principal Distribution Amount pursuant to Section
3.05(a) hereof.

         With respect to any Mortgage Loan or Serviced Whole 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 or Serviced Whole 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 or Serviced Whole 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 or
Serviced Whole 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 A-3, Class
A-4, 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 under the column heading "Related Group."

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

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


                                      -85-

<PAGE>


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,
(b) any Special Reserve Account, (c) payments of principal, interest and other
amounts due and payable on the Mortgage Loans on or before the Cut-off Date, (d)
to the extent properly attributable to the Serviced Companion Loan or Serviced B
Note, all or any portion of the Serviced Whole Loan Custodial Accounts or the
Serviced Whole Loan REO Accounts, and (e) the Serviced Companion Loan
Distribution Accounts), 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.

         "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).

         "REMIC II Regular Interest": Any of the fifty-five (55) 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-2-A, LA-2-B,
LA-2-C, LA-2-D, LA-3-A, LA-3-B, LA-3-C, LA-4-A, LA-4-B, LA-4-C, LA-4-D, LA-4-E,
LA-4-F, LA1-1, LA1-2-A, LA1-2-B, LA1-2-C, LA1-2-D, LA1-2-E, LA1-2-F, LA1-2-G,
LA1-2-H, LA1-2-I, LA1-2-J, LA1-2-K, LA1-2-L, LA1-2-M, LB, LC, LD, LE-A, LE-B,
LF-A, LF-B, LF-C, LF-D, LG-A, LG-B, LH-A, LH-B, LH-C, LJ-A,


                                      -86-


<PAGE>


LJ-B, LK-A, LK-B, LL-A, LM, LN, LO 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-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 LA-2-D                     Class A-2             Class LA-2-D Component(1)(2)
         Class LA-3-A                     Class A-3             Class LA-3-A Component(1)(2)
         Class LA-3-B                     Class A-3             Class LA-3-B Component(1)(2)
         Class LA-3-C                     Class A-3             Class LA-3-C Component(1)(2)
         Class LA-4-A                     Class A-4             Class LA-4-A Component(1)(2)
         Class LA-4-B                     Class A-4             Class LA-4-B Component(1)(2)
         Class LA-4-C                     Class A-4             Class LA-4-C Component(1)(2)
         Class LA-4-D                     Class A-4             Class LA-4-D Component(1)(2)
         Class LA-4-E                     Class A-4             Class LA-4-E Component(1)(2)
         Class LA-4-F                     Class A-4             Class LA-4-F Component(1)(2)
         Class LA1-1                      Class A-1A            Class LA1-1 Component(1)
        Class LA1-2-A                     Class A-1A            Class LA1-2-A Component(1)(2)
        Class LA1-2-B                     Class A-1A            Class LA1-2-B Component(1)(2)
        Class LA1-2-C                     Class A-1A            Class LA1-2-C Component(1)(2)
        Class LA1-2-D                     Class A-1A            Class LA1-2-D Component(1)(2)
        Class LA1-2-E                     Class A-1A            Class LA1-2-E Component(1)(2)
        Class LA1-2-F                     Class A-1A            Class LA1-2-F Component(1)(2)
        Class LA1-2-G                     Class A-1A            Class LA1-2-G Component(1)(2)
        Class LA1-2-H                     Class A-1A            Class LA1-2-H Component(1)(2)
        Class LA1-2-I                     Class A-1A            Class LA1-2-I Component(1)(2)
</TABLE>

                                      -87-


<PAGE>

<TABLE>
<CAPTION>
           REMIC II                   Class of Principal                         Class X
       Regular Interest              Balance Certificates                       Component
<S>                                  <C>                        <C>
        Class LA1-2-J                     Class A-1A            Class LA1-2-J Component(1)(2)
        Class LA1-2-K                     Class A-1A            Class LA1-2-K Component(1)(2)
        Class LA1-2-L                     Class A-1A            Class LA1-2-L Component(1)(2)
        Class LA1-2-M                     Class A-1A            Class LA1-2-M 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-A                       Class E              Class LE-A Component(1)(2)
          Class LE-B                       Class E              Class LE-B Component(1)(2)
          Class LF-A                       Class F              Class LF-A Component(1)(2)
          Class LF-B                       Class F              Class LF-B Component(1)(2)
          Class LF-C                       Class F              Class LF-C Component(1)(2)
          Class LF-D                       Class F              Class LF-D 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 LK-A                       Class K              Class LK-A Component(1)(2)
          Class LK-B                       Class K              Class LK-B Component(1)(2)
          Class LL-A                       Class L              Class LL-A Component(1)(2)
           Class LM                        Class M              Class LM Component(1)
           Class LN                        Class N              Class LN Component(1)
           Class LO                        Class O              Class LO Component(1)
           Class LP                        Class P              Class LP Component(1)
</TABLE>

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

         "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).

                                      -88-
<PAGE>

         "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 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

                                      -89-

<PAGE>


Special Servicer, in trust for registered holders of GMAC Commercial Mortgage
Securities, Inc., Mortgage Pass-Through Certificates, Series 2004-C1."

         "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, Serviced Companion Loan or Serviced
B Note, 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,
Serviced Companion Loan or Serviced B Note). 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, Serviced Companion Loan or Serviced B Note 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, Serviced Companion Loan or Serviced B
Note 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. In addition, Nonrecoverable
Advances (including interest on such Nonrecoverable Advances) with respect to
such REO Loan that were reimbursed from collections on the Mortgage Loans and
resulted in principal distributed to the Certificateholders being reduced
pursuant to Section 4.03 hereof, shall be deemed outstanding until recovered or
until a Final Recovery Determination is made. Collections in respect of each REO
Loan (after provision for amounts to be applied to the payment of, or to be
reimbursed to the Master Servicer, the Special Servicer or the Trustee for the
payment of, the costs of operating, managing, selling, leasing and maintaining
the related REO Property or for the reimbursement of the Master Servicer, the
Special Servicer or the Trustee for other related Servicing Advances as provided
in this Agreement) shall be treated as specified in Section 1.02(b) hereof. All
amounts payable or reimbursable to the Master Servicer, the Special Servicer or
the Trustee in respect of the predecessor Mortgage Loan, Serviced Companion Loan
or Serviced B Note 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. In addition,
Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts with respect
to such REO Loan, in each case, that were reimbursed from collections on the
Mortgage Loans and resulted in principal distributed to the Certificateholders
being reduced as a result of the first proviso of the definition of "Principal
Distribution Amount" shall be deemed outstanding until recovered.

         "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 (and, in the case of the

                                      -90-

<PAGE>

Mortgaged Property securing a Serviced Whole Loan, for the benefit of the
Certificateholders and, to the extent applicable, any related Serviced Companion
Loan Holders and Serviced B Note Holders) 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 AFR/Bank of America Portfolio Mortgage Loan and the Tysons Corner Center
Mortgage Loan).

         "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 or Serviced Whole
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.

         "Resolution Extension Period": With respect to any Mortgage Loan and
any Material Document Defect or Material Breach which would require the related
Mortgage Loan Seller to cure, repurchase or substitute for such Mortgage Loan
pursuant to the terms of the related Mortgage Loan Purchase Agreement:

                  (i) with respect to a Material Breach or a Material Document
Defect relating to any Mortgage Loan, the ninety (90) day period following the
end of the applicable Initial Resolution Period;

                  (ii) with respect to a Material Document Defect relating to
any Mortgage Loan that is not a Specially Serviced Mortgage Loan at any time
during the applicable Initial Resolution Period, the period commencing at the
end of the applicable Initial Resolution Period and ending on, and including,
the earlier of: (i) the 90th day following the end of such Initial Resolution
Period and (ii) the 45th day following the applicable Mortgage Loan Seller's
receipt of written notice from the Master Servicer or the Special Servicer of
the occurrence of any Servicing Transfer Event with respect to such Mortgage
Loan subsequent to the end of such Initial Resolution Period;

                                      -91-
<PAGE>

                  (iii) with respect to a Material Document Defect relating to
any Mortgage Loan that is not a Specially Serviced Mortgage Loan as of the
commencement of the applicable Initial Resolution Period but is subject to a
Servicing Transfer Event during such Initial Resolution Period, the period
commencing at the end of the applicable Initial Resolution Period and ending on,
and including, the 90th day following the applicable Mortgage Loan Seller's
receipt of written notice from the Master Servicer or the Special Servicer of
the occurrence of such Servicing Transfer Event; and

                  (iv) with respect to a Material Document Defect relating to
any Mortgage Loan that is a Specially Serviced Mortgage Loan as of the
commencement of the applicable Initial Resolution Period, thirty (30) days,
provided that, if the applicable Mortgage Loan Seller did not receive written
notice from the Master Servicer or the Special Servicer of the relevant
Servicing Transfer Event as of the commencement of the applicable Initial
Resolution Period, then such Servicing Transfer Event will be deemed to have
occurred during such Initial Resolution Period and clause (iii) of this
definition will be deemed to apply.

         "Responsible Officer": When used with respect to the initial Trustee,
any officer of its Asset Backed Securities 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.

         "RVI Policy": As defined in the Carson Pirie Scott Agreement Among
Noteholders.

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

         "Security Agreement": With respect to any Mortgage Loan or Serviced
Whole 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 or Serviced Whole Loan.

         "Senior Certificate": Any Class X-1, Class X-2, Class A-1, Class A-1A,
Class A-2, Class A-3 or Class A-4 Certificate.

         "Serviced B Note": The Carson Pirie Scott B Note or (subject to Section
3.29(e)) the Will-O-Wisp Apartments B Note, as applicable.

         "Serviced B Note Change of Control Event": A Carson Pirie Scott Change
of Control Event or a Will-O-Wisp Apartments Change of Control Event, as
applicable.

                                      -92-
<PAGE>

         "Serviced B Note Event of Default": A Carson Pirie Scott Event of
Default or a Will-O-Wisp Apartments Purchase Option Event of Default, as
applicable.

         "Serviced B Note Holder": Each Carson Pirie Scott B Note Holder and
each Will-O-Wisp Apartments B Note Holder.

         "Serviced Companion Loan":  The Two Gateway Center Companion Loan.

         "Serviced Companion Loan Distribution Account": With respect to any
Serviced Companion Loan or Serviced B Note, the account(s) or subaccount(s)
created and maintained by the Serviced Whole Loan Paying Agent pursuant to
Section 3.05(f) in trust for the related Serviced Companion Loan Holder or
Serviced B Note Holder, as applicable. Any such account or subaccount shall be
an Eligible Account.

         "Serviced Companion Loan Holder": Each Two Gateway Center Companion
Loan Holder.

         "Serviced Companion Loan Master Servicer": With respect to any Serviced
Companion Loan, the master servicer appointed and acting pursuant to the
Serviced Companion Loan Securitization Agreement, if any, related to such
Serviced Companion Loan.

         "Serviced Companion Loan Securities": For so long as the Mortgage Loan
related thereto or any successor REO Loan thereof is part of the Mortgage Pool,
any class of securities backed by a Serviced Companion Loan. Any reference
herein to a "series" of Serviced Companion Loan Securities shall refer to
separate securitizations of one or more Serviced Companion Loans.

         "Serviced Companion Loan Securitization Agreement": With respect to any
Serviced Companion Loan, any agreement under which any certificates evidencing
interests in such Serviced Companion Loan are issued, as from time to time
amended, supplemented or modified.

         "Serviced Companion Loan Trustee": With respect to any Serviced
Companion Loan, the trustee with respect to such Serviced Companion Loan
appointed and acting under the related Serviced Companion Loan Securitization
Agreement, if any.

         "Serviced Whole Loan": Each of the Two Gateway Center Whole Loan, the
Carson Pirie Scott Whole Loan and (subject to Section 3.29(e)) the Will-O-Wisp
Apartments Whole Loan, as the context may require. For the avoidance of doubt,
the use of the words "and" and "or" with respect to any Mortgage Loan and the
related Serviced Whole Loan shall not be duplicative or exclusive, respectively.

         "Serviced Whole Loan Custodial Account": With respect to each Serviced
Whole Loan, the account or accounts maintained by the Master Servicer pursuant
to Section 3.04(f) on behalf of the Certificateholders, and the related Serviced
Companion Loan Holders and the related Serviced B Note Holders. Any such account
or accounts shall be an Eligible Account.

         "Serviced Whole Loan Holder Register":  As defined in Section 8.18.

                                      -93-
<PAGE>

         "Serviced Whole Loan Intercreditor Agreement": Each of the Two Gateway
Center Intercreditor Agreement, the Carson Pirie Scott Agreement Among
Noteholders and the Will-O-Wisp Apartments Agreement Among Noteholders, as the
context may require.

         "Serviced Whole Loan Paying Agent": GMAC Commercial Mortgage
Corporation, in its capacity as the Serviced Whole Loan Paying Agent under this
Agreement, its successor in interest, or any successor Serviced Whole Loan
Paying Agent appointed as herein provided.

         "Serviced Whole Loan Remittance Amount": With respect to any Business
Day preceding a Distribution Date and any Serviced Whole Loan, an amount equal
to: (a) the aggregate amount of all payments and other collections on or with
respect to the Serviced Whole Loan and the related Mortgaged Property (if it
becomes an REO Property) that (A) were received as of the close of business on
the immediately preceding Determination Date and (B) are on deposit or are
required to be on deposit in the related Serviced Whole Loan Custodial Account
as of 3:00 p.m. (New York City time) on such date, including any such payments
and other collections transferred to such Serviced Whole Loan Custodial Account
from the related REO Account (if established); net of (b) the portion of the
aggregate amount described in clause (a) of this definition that represents
Monthly Payments that are due on a Due Date following the end of the related
Collection Period and/or any amount payable or reimbursable to any Person from
the applicable Serviced Whole Loan Custodial Account pursuant to Section
3.05(e).

         "Serviced Whole Loan REO Account":  As defined in Section 3.16(b).

         "Servicer Reports": The CMSA Delinquent Loan Status Report, the CMSA
Historical Loan Modification and Corrected Mortgage Loan Report, the CMSA
Historical Liquidation Report, the CMSA Loan Level Reserve/Letter of Credit
Report, the CMSA REO Status Report, the CMSA Servicer Watch List, the CMSA
Special Servicer Loan File, the CMSA NOI Adjustment Worksheet, the CMSA
Comparative Financial Status Report, the CMSA Operating Statement Analysis
Report and the Advance Interest Reconciliation 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, the Special Servicer or
the Trustee, as applicable, in connection with the servicing and administering
of (a) a Mortgage Loan (excluding the AFR/Bank of America Portfolio Mortgage
Loan and the Tysons Corner Center Mortgage Loan) or a Serviced Whole 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 (excluding the Mortgaged Properties that secure the AFR/Bank of America
Portfolio Mortgage Loan and the Tysons Corner Center Mortgage Loan), (iii)
obtaining any Insurance Proceeds or any Liquidation Proceeds in respect of any
Mortgage Loan (excluding the AFR/Bank of America Portfolio Mortgage Loan and the
Tysons Corner Center Mortgage Loan), any Serviced Whole Loan or any REO
Property, (iv) any enforcement or judicial proceedings

                                      -94-

<PAGE>

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. With respect to the
Two Gateway Center Companion Loan, 0.125% per annum. With respect to the
Will-O-Wisp Apartments B Note, 0.08% per annum (subject to Section 3.29(e)).

         "Servicing Fees": With respect to any Distribution Date and each
Mortgage Loan, each Serviced Companion Loan, each Serviced B Note (other than
the Carson Pirie Scott B Note and subject to Section 3.29(e)) 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 and legal opinions delivered to the Master
Servicer or the Special Servicer and relating to the servicing of any Mortgage
Loan or Serviced Whole 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 and the Serviced Whole 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).

         "Servicing Transfer Event": With respect to any Mortgage Loan (other
than the AFR/Bank of America Portfolio Mortgage Loan and the Tysons Corner
Center Mortgage Loan) or any Serviced Whole Loan, the occurrence of any of the
events described in clauses (1) through (8) of the definition of "Specially
Serviced Mortgage Loan."

         "Single Loan REMIC": Each of the AFR/Bank of America Portfolio REMIC,
the Carson Pirie Scott REMIC and the Ivybrook REMIC.

         "Single Loan REMIC Regular Interest": Each of the AFR/Bank of America
Portfolio REMIC Regular Interest, the Carson Pirie Scott REMIC Regular Interest
and the Ivybrook REMIC Regular Interest.

                                      -95-
<PAGE>

         "Single Loan REMIC Residual Interest": Each of the AFR/Bank of America
Portfolio REMIC Residual Interest, the Carson Pirie Scott REMIC Residual
Interest and the Ivybrook REMIC Residual Interest.

         "Special Reserve Account": A segregated custodial account or accounts
created and maintained pursuant to Section 2.02(f) by the Trustee or the Master
Servicer 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 2004-C1." 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": Lennar, with respect to all Mortgage Loans and the
Serviced Whole Loans, or any successor special servicer appointed as herein
provided. In the event there is more than one Special Servicer administering
Specially Serviced Loans hereunder, each reference in this Agreement to the
"Special Servicer" shall be construed to apply to the Special Servicer then
servicing that particular Mortgage Loan or Serviced Whole Loan.

         "Special Servicing Fee": With respect to each Specially Serviced
Mortgage Loan (including any Serviced Whole Loan) and each 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 (including any Serviced Whole Loan) and REO Loan, 0.25% per annum.

         "Specially Serviced Mortgage Loan": Any Mortgage Loan (including each
related Cross-Collateralized Mortgage Loan, but excluding the AFR/Bank of
America Portfolio Mortgage Loan and the Tysons Corner Center Mortgage Loan) or
Serviced Whole Loan, 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, if the Mortgagor continues to make its Assumed Monthly
         Payment and diligently pursues a refinancing, a Servicing Transfer
         Event shall not occur with respect to such Mortgage Loan or Serviced
         Whole Loan until 60 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, 120 days following such default); provided,
         further, pursuant to Section 3.21(a)(i), the Master Servicer, with the
         consent of the Majority Certificateholder of the Controlling Class, and
         pursuant to Section 3.21(a)(ix), the Special Servicer, in the
         circumstances set forth therein, shall have the authority to extend the
         due date of the related Balloon Payment and in such case, a Servicing
         Transfer Event shall not occur with respect to such Mortgage Loan; 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

                                      -96-
<PAGE>

                  (3) either the Master Servicer or, subject to the consent of
         the Majority Certificateholder of the Controlling Class, the Special
         Servicer 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 either (i) the related Mortgagor has
         requested a material modification of the payment terms of the Mortgage
         Loan or (ii) such default 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) either the Master Servicer or, subject to the consent of
         the Majority Certificateholder of the Controlling Class, the Special
         Servicer has determined in its good faith and reasonable judgment that
         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 Serviced Whole
         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 the
         Serviced Whole 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 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 Servicing Transfer Event shall be deemed not to have occurred
with respect to the Carson Pirie Scott Whole Loan as a result of the occurrence
of an event described in clause (2) or (4) above (unless an event described in
clause (1), (5), (6), (7) or (8) is also occurring), if at the time of such
occurrence the Carson Pirie Scott B Note Holder is exercising the Carson Pirie
Scott B Note Holder Cure Right pursuant to Section 3.31 and has made all Carson
Pirie Scott B Note Holder Cure Advances then required by Section 3.31; provided,
further, a Servicing Transfer Event shall be deemed not to have occurred with
respect to the Carson Pirie


                                      -97-

<PAGE>

Scott Whole Loan during the continuance of a Carson Pirie Scott Special
Servicing Delay; and provided, further, that a Servicing Transfer Event shall be
deemed not to have occurred with respect to a Mezzanine Mortgage Loan if such
event is being cured by the related Mezzanine Lender in accordance with the
related Mezzanine Intercreditor Agreement.

         A Mortgage Loan or Serviced Whole Loan will cease to be a Specially
Serviced Mortgage Loan when a Liquidation Event has occurred in respect of such
Mortgage Loan or Serviced Whole 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 or Serviced Whole Loan to be characterized
as a Specially Serviced Mortgage Loan (provided that no other Servicing Transfer
Event then exists with respect to the particular Mortgage Loan or Serviced Whole
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 or Serviced Whole 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.

         "Specified Earnout Reserve Loan": The Mortgage Loans identified on
Schedule V 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, Serviced
Companion Loan or Serviced B Note, the Due Date on which the last payment of
principal is due and payable

                                      -98-

<PAGE>

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, Serviced Companion Loan
or Serviced B Note 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, Serviced Companion Loan or
Serviced B Note, as the case may be.

         "Stated Principal Balance": With respect to any Mortgage Loan (other
than the AFR/Bank of America Portfolio Mortgage Loan and the Tysons Corner
Center Mortgage Loan), Serviced Companion Loan or Serviced B Note (and any
related REO Loan), the Cut-off Date Principal Balance of such Mortgage Loan,
Serviced Companion Loan or Serviced B Note (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, Serviced
Companion Loan or Serviced B Note (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, Serviced Companion Loan Holders or
Serviced B Note Holders, respectively, on such Distribution Date, and (ii) the
principal portion of any Realized Loss incurred in respect of such Mortgage
Loan, Serviced Companion Loan or Serviced B Note (or related REO Loan) during
the related Collection Period. Notwithstanding the foregoing, if a Liquidation
Event occurs in respect of any Mortgage Loan, Serviced Companion Loan or
Serviced B Note or any REO Property, then the "Stated Principal Balance" of such
Mortgage Loan, Serviced Companion Loan or Serviced B Note 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.

         The Stated Principal Balance of the AFR/Bank of America Portfolio
Mortgage Loan will be calculated in accordance with the definition of "Stated
Principal Balance" in the GMACCM 2003-C3 Pooling and Servicing Agreement. The
Stated Principal Balance of the Tysons Corner Center Mortgage Loan will be
calculated in accordance with the definition of "Stated Principal Balance" in
the COMM 2004-LNB2 Pooling and Servicing Agreement.

         "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,
Class P or Residual Certificate.

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

                                      -99-
<PAGE>

         "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).

         "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, N.A., in its capacity as Trustee under
this Agreement, its successor in interest, or any successor trustee appointed as
herein provided.

         "Trustee Fee": With respect to any Distribution Date and each Mortgage
Loan and REO Loan, an amount equal to the product of (a) the Trustee Fee Rate
and (b) the aggregate Stated Principal Balance of such Mortgage Loan or REO Loan
immediately following the prior Distribution Date and (c) a fraction, the
numerator of which is the actual number of days elapsed in the related Interest
Accrual Period and the denominator of which is 360.

         "Trustee Fee Rate": 0.0034%. The Trustee Fee Rate is included in the
Servicing Fee Rate set forth for each Mortgage Loan on the Mortgage Loan
Schedule.

                                     -100-
<PAGE>

         "Two Gateway Center Companion Loan": As defined in the Preliminary
Statement.

         "Two Gateway Center Companion Loan Holder": Any holder of the Two
Gateway Center Companion Loan.

         "Two Gateway Center Companion Loan Service Providers": With respect to
the Two Gateway Center Companion Loan once it has been deposited into a
securitization trust, the related trustee, master servicer, special servicer and
any other Person that makes principal and/or interest advances in respect of
such mortgage loan pursuant to the related pooling and servicing agreement.

         "Two Gateway Center Intercreditor Agreement": With respect to the Two
Gateway Center Whole Loan, that certain intercreditor agreement dated as of
April 21, 2004, between the initial holders of the Two Gateway Center Mortgage
Loan and the Two Gateway Center Companion Loan, as amended from time to time in
accordance with its terms.

         "Two Gateway Center Mortgage Loan": As defined in the Preliminary
Statement.

         "Two Gateway Center Whole Loan": As defined in the Preliminary
Statement.

         "Tysons Corner Center Companion Loan": As defined in the Preliminary
Statement.

         "Tysons Corner Center Companion Loan Holder": Any holder of a Tysons
Corner Center Companion Loan.

         "Tysons Corner Center Intercreditor Agreement": With respect to the
Tysons Corner Center Whole Loan, that certain intercreditor agreement dated as
of March 17, 2004, between the initial holders of the Tysons Corner Center
Mortgage Loan and the Tysons Corner Center Companion Loans, as amended from time
to time in accordance with its terms.

         "Tysons Corner Center Mortgage Loan": As defined in the Preliminary
Statement.

         "Tysons Corner Center Nonrecoverable Servicing Advance": Any
"Nonrecoverable Servicing Advance" (as defined in the COMM 2004-LNB2 Pooling and
Servicing Agreement) made with respect to the Tysons Corner Center Mortgage Loan
pursuant to and in accordance with the COMM 2004-LNB2 Pooling and Servicing
Agreement.

         "Tysons Corner Center Service Providers": With respect to each Tysons
Corner Center Companion Loan that has been deposited into a securitization
trust, the related trustee, master servicer, special servicer and any other
Person that makes principal and/or interest advances in respect of such mortgage
loan pursuant to the related pooling and servicing agreement.

         "Tysons Corner Center Whole Loan": As defined in the Preliminary
Statement.

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

                                     -101-
<PAGE>

         "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 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).

                                     -102-
<PAGE>

         "Underwriter": Each of Morgan Stanley & Co. Incorporated, Deutsche Bank
Securities Inc., GMAC Commercial Holding Capital Corp. and Greenwich Capital
Markets, Inc.

         "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).

         "Unliquidated Advance": Any Advance previously made by a party hereto
that has been previously reimbursed, as between the Person that made the Advance
hereunder, on the one hand, and the Trust Fund, on the other, as part of a
Workout-Delayed Reimbursement Amount pursuant to Section 3.05(a) but that has
not been recovered from the related Mortgagor or otherwise from collections on
or the proceeds of the Mortgage Loan or REO Property in respect of which the
Advance was made.

         "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.

         "Will-O-Wisp Apartments Agreement Among Noteholders": With respect to
the Will-O-Wisp Apartments Mortgage Loan and the Will-O-Wisp Apartments B Note,
that certain intercreditor agreement among noteholders, dated as of January 28,
2004, by and between Deutsche Bank Mortgage Capital, L.L.C., as initial holder
of the Will-O-Wisp Apartments Mortgage Loan and CBA-Mezzanine Capital Finance,
LLC, as initial holder of the Will-O-Wisp Apartments B Note.

                                     -103-
<PAGE>

         "Will-O-Wisp Apartments B Note": As defined in the Preliminary
Statement.

         "Will-O-Wisp Apartments B Note Holder": Any holder of the Will-O-Wisp
Apartments B Note.

         "Will-O-Wisp Apartments B Note Service Providers": With respect to the
Will-O-Wisp Apartments B Note once it has been deposited into a securitization
trust, the related trustee, master servicer, special servicer and any other
Person that makes principal and/or interest advances in respect of such mortgage
loan pursuant to the related pooling and servicing agreement.

         "Will-O-Wisp Apartments Change of Control Event": A Will-O-Wisp
Apartments Change of Control Event shall exist if a Will-O-Wisp Apartments
Purchase Option Event of Default has occurred and the right of the Will-O-Wisp
Apartments B Note Holder (or its designee) to purchase the Will-O-Wisp
Apartments Mortgage Loan has expired as provided in Section 8 of the Will-O-Wisp
Apartments Intercreditor Agreement.

         "Will-O-Wisp Apartments Loan Modification": As defined in Section
3.32(a).

         "Will-O-Wisp Apartments Purchase Option Event of Default": A
Will-O-Wisp Apartments Purchase Option Event of Default shall exist if (i) any
payment of principal or interest on either or both of the Will-O-Wisp Apartments
Mortgage Loan or the Will-O-Wisp Apartments B Note becomes ninety (90) or more
days delinquent; (ii) the principal balance of the Will-O-Wisp Apartments
Mortgage Loan and/or the Will-O-Wisp Apartments B Note has been accelerated,
(iii) the principal balance of either or both of the Will-O-Wisp Apartments
Mortgage Loan or the Will-O-Wisp Apartments B Note is not paid at maturity, (iv)
the related Mortgagor files a petition for bankruptcy or is otherwise the
subject of a bankruptcy proceeding or (v) any other event where the cash flow
payment under the Will-O-Wisp Apartments B Note has been interrupted and the
cash flow waterfall thereunder converted to sequential payments pursuant to
Section 4 of the Will-O-Wisp Apartments Intercreditor Agreement.

         "Will-O-Wisp Apartments Mortgage Loan": As defined in the Preliminary
Statement.

         "Will-O-Wisp Apartments Whole Loan": As defined in the Preliminary
Statement.

         "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 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-Delayed Reimbursement Amounts": With respect to any Mortgage
Loan, the amount of any Advance made with respect to such Mortgage Loan on or
before the date such

                                     -104-


<PAGE>

Mortgage Loan becomes (or, but for the making of three monthly payments under
its modified terms, would then constitute) a Corrected Mortgage Loan, together
with (to the extent accrued and unpaid) interest on such Advances, to the extent
that (i) such Advance is not reimbursed to the Person who made such Advance on
or before the date, if any, on which such Mortgage Loan becomes a Corrected
Mortgage Loan and (ii) the amount of such Advance becomes an obligation of the
Mortgagor to pay such amount under the terms of the modified loan documents.

         "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%.

Section 1.02      Certain Calculations.

         (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 and, to the extent applicable, any related
Serviced Companion Loan and Serviced B Note in accordance with the express
provisions of the related loan documents and Serviced Whole Loan Intercreditor
Agreement and, in the absence of such express provisions, first, to such
Mortgage Loan and each related Serviced Companion Loan on a pro rata basis in
accordance with the respective amounts then "due and owing" as to such Mortgage
Loan and related Serviced Companion Loan, and second, to the related Serviced B
Note on a subordinate basis in accordance with the amounts then "due and owing"
as to such Serviced B Note. All amounts collected in respect of any Mortgage
Loan or Serviced Whole Loan (whether or not such Mortgage Loan or Serviced Whole
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, if
applicable, the related Intercreditor Agreement 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 or Serviced Whole Loan, as applicable;
second, as a recovery of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts, in that order (including interest on such Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) that were reimbursed from
collections on the Mortgage Loans or Serviced Whole Loans and resulted in
principal distributed to the Certificateholders being reduced pursuant to
Section 4.03 hereof; third, as a recovery of accrued and unpaid interest at the
related Mortgage Rate on such Mortgage Loan and, if applicable, each related
Serviced Companion Loan and (subject the express provisions of the related loan
documents and the related Serviced Whole Loan Intercreditor Agreement) Serviced
B Note, 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; fourth,
as a recovery of principal of such Mortgage Loan and, if applicable, each
related Serviced Companion Loan and (subject to the express provisions of the
related loan documents and

                                     -105-


<PAGE>

 Serviced Whole Loan Intercreditor Agreement) Serviced B Note then
due and owing, including, without limitation, by reason of acceleration of such
Mortgage Loan, Serviced Companion Loan or Serviced B Note following a default
thereunder (or, if a Liquidation Event has occurred in respect of such Mortgage
Loan, Serviced Companion Loan or Serviced B Note, as a recovery of principal to
the extent of its entire remaining unpaid principal balance); fifth, 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 similar items; sixth, as a recovery of Reserve
Funds to the extent then required to be held in escrow; seventh, as a recovery
of any Prepayment Premium then due and owing under such Mortgage Loan and, if
applicable, each related Serviced Companion Loan and (subject to the express
provisions of the related loan documents and Serviced Whole Loan Intercreditor
Agreement) Serviced B Note; eighth, as a recovery of any Penalty Charges then
due and owing under such Mortgage Loan and, if applicable, each related Serviced
Companion Loan and (subject to the express provisions of the related loan
documents and Serviced Whole Loan Intercreditor Agreement) Serviced B Note;
ninth, as a recovery of any other amounts (other than Excess Interest) then due
and owing under such Mortgage Loan and, if applicable, each related Serviced
Companion Loan and (subject to the express provisions of the related loan
documents and Serviced Whole Loan Intercreditor Agreement) Serviced B Note;
tenth, as a recovery of any remaining principal of such Mortgage Loan and, if
applicable, each related Serviced Companion Loan or (subject to the express
provisions of the related loan documents and Serviced Whole Loan Intercreditor
Agreement) Serviced B Note to the extent of its entire remaining unpaid
principal balance; and eleventh, if such Mortgage Loan or Serviced Whole Loan is
an ARD Loan, as a recovery of any Excess Interest then due and owing on such
Mortgage Loan and, if applicable, each related Serviced Companion Loan or
(subject to the express provisions of the related loan documents and Serviced
Whole Loan Intercreditor Agreement) Serviced B Note.

         (b) Subject to any related Serviced Whole Loan Intercreditor Agreement,
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 Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts, in that order (including interest on such Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) with respect to such REO
Loan, that were reimbursed from collections on the Mortgage Loans or Serviced
Whole Loans, as applicable, and resulted in principal distributed to the
Certificateholders being reduced pursuant to Section 4.03 hereof; third, 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; fourth,
as a recovery of principal of the related REO Loan to the extent of its entire
unpaid principal balance; and fifth, 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, Serviced Whole Loan or any REO Property pursuant to subsections (a) and
(b) of this Section 1.02 shall be determined by the Master Servicer in its good
faith judgment.

                                     -106-
<PAGE>

         (d) If an expense under this Agreement relates in the reasonable
judgment of the Master Servicer, the Special Servicer or the Trustee, as
applicable, primarily to the administration of the Trust Fund, any REMIC or to
any determination respecting the amount, payment or avoidance of any tax under
the REMIC Provisions or the actual payment of any REMIC tax or expense, or this
Agreement states that any expense is solely "an expense of the Trust Fund" or
words of similar import, then such expense shall not be allocated to, deducted
or reimbursed from, or otherwise charged against any holder of a Serviced
Companion Loan or Serviced B Note and such holder of a Serviced Companion Loan
or Serviced B Note shall not suffer any adverse consequences as a result of the
payment of such expense.

                                   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 (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 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. Further, each of the
Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase
Agreement has agreed to deliver to and deposit with, or cause to be delivered to
and deposited with, the Trustee or a Custodian appointed thereby, on or before
the Closing Date, the Mortgage Note, a copy of the Mortgage, a copy of any
related Ground Leases, the copies of any related letters of credit (and any
transfer or assignment documents) and the lender's title insurance policy
(original or copy or marked-up title commitment marked as binding and
countersigned by the title company or its authorized agent either on its face or
by an acknowledged closing instruction or escrow letter) for each Mortgage Loan
so assigned; provided, however, that if any Mortgage Loan Seller fails to
deliver on or before the Closing Date, with respect to any Mortgage Loan so
assigned, a copy of the Mortgage, a copy of any related Ground Lease, the copies
of any related letters of credit or the lender's title policy (original or copy
or marked-up title commitment marked as binding and countersigned by the title
company or its authorized agent either on its face or by an

                                     -107-

<PAGE>

acknowledged closing instruction or escrow letter), the delivery requirements of
this Section 2.01(b) shall be deemed satisfied with respect to such missing
document if the Mortgage Loan Seller delivers such document to the Trustee
within 15 Business Days following the Closing Date. 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 (and including an
indemnification provision). 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), (11)(A) 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 (without evidence of recording or filing thereon,
but certified (which certification may relate to multiple documents or
instruments) 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-1. 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 pro forma policy or
commitment for title insurance "marked-up" at the closing of such Mortgage Loan,
marked as binding by the insurer or its agent, 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

                                     -108-


<PAGE>

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 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 its Affiliates or (y) Trustee, in the case
of loans (other than Mortgage Loans originated by GMACCM or its Affiliates) sold
by GACC or MSMC, 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, the related Mortgage Loan Seller shall
handle the processing of the assignment and transfer of the original letters of
credit. The related Mortgage Loan Seller shall have up to forty-five (45) days
following the Closing Date to complete such transfer; and provided, further, 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). In the event a draw is not honored or able to be processed as a result of
the transfer process being incomplete, the related Mortgage Loan Seller shall be
liable to the Trust Fund for all expenses, damages or losses, including, but not
limited to reimbursement of interest charged by the Master Servicer for any
Advance made in lieu of such draw, up to an amount not to exceed the amount of
such draw plus Advance Interest and related expenses resulting from the failure
of the draw to occur.

                                     -109-
<PAGE>

         (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 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 and, with respect to
each Serviced Companion Loan and Serviced B Note, the related Serviced Companion
Loan Holders and Serviced B Note Holders, respectively. If the Sub-Servicer
shall hold any original documents and records delivered to it pursuant to this
subsection (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, 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 each Single Loan REMIC Residual Interest and the
Trustee shall hold such Single-Loan REMIC Residual Interests on behalf of the
Certificateholder of the Class R-I Certificate. Notwithstanding anything
contained herein, such Single-Loan REMIC Residual Interests shall not be an
asset of, or an interest in, any of REMIC I, REMIC II or REMIC III. Such
Single-Loan REMIC Residual Interests 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 Single-Loan REMIC
Residual Interests.

         (g) The Trustee, by the execution and delivery of this Agreement,
hereby agrees to be bound to the terms of the AFR/Bank of America Portfolio
Intercreditor Agreement, the Two Gateway Center Intercreditor Agreement, the
Tysons Corner Center Intercreditor

                                     -110-


<PAGE>

Agreement, the Carson Pirie Scott Agreement Among Noteholders and the
Will-O-Wisp Apartments Agreement Among Noteholders.

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 Exhibit L-1, of
the documents specified in clauses (1), (2), (9), (13) and (18) (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, if applicable, 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 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 AFR/Bank of America Portfolio
Mortgage Loan and the Tysons Corner Center Mortgage Loan 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 Exhibit L-1, 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. To the extent that documents in the Mortgage File for the
Serviced Whole Loans relate to any Serviced Companion Loan or Serviced B Note,
as applicable, the Trustee shall also hold such documents in such Mortgage File
in trust for the use and benefit of the related Serviced Companion Loan Holders
and Serviced B Note Holders, respectively.

         Further, the Trustee hereby certifies to each of the Depositor, the
Master Servicer, the Special Servicer and each Mortgage Loan Seller that except
as identified in the exception report, which is attached hereto as Exhibit L-1,
without regard to the proviso in the definition of "Mortgage File", each of the
original executed Mortgage Notes and endorsements as described in clause (1) of
the definition of Mortgage File and the documents or instruments referred to in
clauses (2), (9), (13) and (18) (solely with respect to letters of credit and
not the related transfer documents) of the definition of Mortgage File are in
its possession; provided that the Trustee's certification with respect to the
AFR/Bank of America Portfolio Mortgage Loan and the Tysons Corner Center
Mortgage Loan shall only include documents specified in clause (1) of the
definition of Mortgage File, and provided further that with respect to clause
(13) of the definition of Mortgage File, the Trustee certification shall relate
only to copies of Ground Leases if any, and, with respect to clause (18) of the
definition of Mortgage File, the Trustee's certification shall relate only to
copies of any letter of credit and transfer documents, if any. With respect to
the schedule of exceptions described in the preceding sentence, within fifteen
(15) Business Days of the Closing Date, with respect to the documents specified
in clauses (2), (9), (13) and (18) (solely with respect to letters of credit and
not the related transfer documents) of the definition of Mortgage File, the
related Mortgage Loan Seller shall cure any exception listed therein (for the


                                     -111-

<PAGE>



avoidance of doubt, any deficiencies with respect to the documents specified in
clause (2) resulting solely from a delay in the return of the related documents
from the applicable recording office or loss of such documents, shall be cured
in the time and manner described in Section 2.01(b)). If such exception is not
so cured, the related Mortgage Loan Seller shall either (x) repurchase the
related Mortgage Loan for the Purchase Price, (y) with respect to exceptions
relating to clause (18) of the definition of "Mortgage File", 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 Master Servicer, with a copy to the
Trustee, a letter of credit for the benefit of the Master Servicer 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, or (z) with respect to any exceptions relating to clauses (2) and (9),
deposit with the Trustee an amount, to be held in trust in a Special Reserve
Account, equal to 25% of the Stated Principal Balance of the related Mortgage
Loan. Any funds or letter of credit deposited pursuant to clauses (y) and (z)
shall be held by the Trustee or the Master Servicer, as applicable, 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 exception
has been cured (or the Trustee certifies the same to the Majority
Certificateholder of the Controlling Class), at which time such funds or letter
of credit, as applicable, shall be returned to the related Mortgage Loan Seller
and (ii) thirty (30) Business Days after the Closing Date; provided, however,
that if such exception is not cured within such thirty (30) Business Days, (A)
in the case of clause (y), the Master Servicer shall retain the funds or the
letter of credit on deposit in the related Special Reserve Account until such
exception is cured or the Mortgage Loan is repurchased for the Purchase Price,
or (B) in the case of clause (z), the related Mortgage Loan Seller shall
repurchase the related Mortgage Loan in accordance with the terms and conditions
of Section 2.03 or the related Mortgage Loan Purchase Agreement, at which time
such funds shall be applied to the Purchase Price of the related Mortgage Loan.
Any funds or letter of credit deposited pursuant to clauses (y) or (z) 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 (and any amounts reimbursed by REMIC I or REMIC II) and shall be taxed
on any reinvestment income with respect to such funds.

         (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 Exhibit L-2 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) and (18) (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

                                     -112-
<PAGE>

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 AFR/Bank of America Portfolio
Mortgage Loan and the Tysons Corner Center Mortgage Loan 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 such
exceptions are cured, and following 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 and, with respect to any Serviced Whole Loan,
each related Serviced Companion Loan Holder and Serviced B Note Holders. At any
time after the date which is two years after the Closing Date, the Depositor,
the Master Servicer, the Special Servicer, any Certificateholder, any Serviced
Companion Loan Holder and any Serviced B Note Holder may receive, upon request,
an updated exception report (which may be in electronic format).

         (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 Exhibit L-2 to each of the Depositor, the
Master Servicer, the Special Servicer, the Majority Certificateholder of the
Controlling Class and each Mortgage Loan Seller (and, with respect to each
Serviced Companion Loan and Serviced B Note, the related Serviced Companion Loan
Holders and Serviced B Note Holders, respectively) 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) and (18) (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 clause (3) and, insofar as an
unrecorded original thereof had been delivered or caused to be delivered by the
related Mortgage Loan Seller, clause (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

                                     -113-
<PAGE>

Loan; provided that the Trustee's certification with respect to the AFR/Bank of
America Portfolio Mortgage Loan and the Tysons Corner Center Mortgage Loan 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 and to the
extent that the Trustee is preparing assignments for the applicable Mortgage
Loan Seller, 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 "Document Defect" in the
related Mortgage File) the Trustee (or such other party) shall promptly so
notify each of the other parties hereto, the related Mortgage Loan Seller, and
with respect to each Serviced Companion Loan and Serviced B Note, the related
Serviced Companion Loan Holders and Serviced B Note Holders, respectively. If
and when notified of any error in the Mortgage Loan Schedule, 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, or the Trustee, as applicable, may establish
one or more Special Reserve Accounts, each of which shall be an Eligible
Account, and the Master Servicer, or the Trustee, as applicable, or its designee
shall deposit any amount permitted to be deposited, pursuant to Sections 2.02(a)
or 2.03(a), in a Special Reserve Account within two (2) Business Days of
receipt. The related Mortgage Loan Seller may direct the Master Servicer, or the
Trustee, as applicable, 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, or the Trustee, as applicable, 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

                                     -114-
<PAGE>

     Servicer, or the Trustee, as applicable, 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 the Trustee, as applicable, 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, or the Trustee, as applicable, 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, or the Trustee, as applicable.

     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 Document
     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 (a "Breach"), and if such Document Defect or Breach is a
     Material Document Defect or Material Breach, as the case may be, the
     Trustee shall give prompt written notice of such Material Document Defect,
     or Material Breach, 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. The Special Servicer shall, and the Trustee and Master Servicer may
     (provided that, if the applicable Mortgage Loan Seller is an Affiliate of
     the Special Servicer, the Trustee shall pursue such action at the direction
     of the Majority Certificateholder of the Controlling Class), request in
     writing (with a copy to the other parties hereto, the Rating Agencies and
     the Majority Certificateholder of the Controlling Class) that the
     applicable Mortgage Loan Seller, not later than ninety (90) days from
     receipt of such written request, and the applicable Mortgage Loan Seller
     shall, (i) cure such Material Document Defect or Material Breach, as the
     case may be, in all material respects, (ii) repurchase the affected
     Mortgage Loan at the Purchase Price, (iii) within two years of the Closing
     Date, substitute a Qualified Substitute Mortgage Loan for such affected
     Mortgage Loan and pay the Master Servicer for deposit into the Certificate
     Account any Substitution Shortfall Amount in connection therewith, or (iv)
     at the sole discretion of the Majority Certificateholder of the Controlling
     Class (so long as the Majority Certificateholder of the Controlling Class
     is not the related Mortgage Loan Seller or an Affiliate thereof), provide
     to the Master Servicer a letter of credit or deposit in a Special Reserve
     Account an amount equal to 25% of the Stated Principal Balance of any
     Mortgage Loan for which certain types of Material Document Defects relating
     to delay in the return of documents from local filing or recording offices
     remaining uncorrected for 18 months following the Closing Date as provided
     in Section 2.02(a); provided, however, that if such Material Document
     Defect or Material Breach is capable of being cured but not cured within
     such ninety (90) day period (the "Initial Resolution Period"), such
     Material Document Defect or Material Breach does not relate to the Mortgage
     Loan not being treated as a "qualified mortgage" within the meaning of the
     REMIC Provisions and the applicable Mortgage Loan Seller has commenced and
     is diligently proceeding with the cure of such Material Document Defect or
     Material Breach within such ninety (90) day period, the applicable Mortgage
     Loan Seller shall have (x) with respect to any such Material Breach, an
     additional period equal to the applicable Resolution Extension Period

                                     -115-
<PAGE>

     (and shall give notice to the Trustee that it is using such additional
     period) to complete such cure (or, failing to complete such cure, to
     repurchase the related Mortgage Loan (or related REO Loan) or substitute a
     Qualified Substitute Mortgage Loan) and (y) with respect to any such
     Material Document Defect, the applicable Resolution Extension Period to
     complete such cure (or, failing to complete such cure, to repurchase the
     related Mortgage Loan (or related REO Loan) or substitute a Qualified
     Substitute Mortgage Loan) or as described in clause (iv) above, provide a
     letter of credit or deposit the requisite amount in the Special Reserve
     Account; and provided, further, with respect to such Resolution Extension
     Period, the applicable Mortgage Loan Seller shall have delivered an
     officer's certificate to the Trustee setting forth the reasons such
     Material Document Defect or Material Breach is not capable of being cured
     within the initial ninety (90) day period and what actions the applicable
     Mortgage Loan Seller is pursuing in connection with such cure thereof and
     stating that the applicable Mortgage Loan Seller anticipates such Material
     Document Defect or Material Breach will be cured within the Resolution
     Extension Period. If the affected Mortgage Loan is to be repurchased or
     substituted, the Master Servicer shall designate the Certificate Account as
     the account to which funds in the amount of the Purchase Price or the
     Substitution Shortfall Amount, as applicable, are to be wired. Any such
     repurchase or substitution of a Mortgage Loan shall be on a whole loan,
     servicing released basis.

              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 the related Mortgage
     Loan Purchase Agreement relating to fees and expenses payable by the
     Mortgagor associated with the exercise of a defeasance option, a waiver of
     a "due on sale" provision or a "due on encumbrance" provision or the
     release of any Mortgaged Property, 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.

              If a repurchase obligation arises for any Mortgage Loan, such
     obligation shall extend to, and the related Mortgage Loan Seller shall
     repurchase, any related Cross-Collateralized Mortgage Loan; provided, that
     with respect to any Mortgage Loan, the related Mortgage Loan Seller shall
     not be required to repurchase or substitute for the affected Mortgage Loan
     for which the repurchase obligation has arisen all of the related
     Cross-Collateralized Mortgage Loans, if the Breach or Document Defect
     relates solely to one Mortgaged Property and if the affected Mortgaged
     Property may be released pursuant to the specific terms of any partial
     release provisions in the related Mortgage Loan documents and the remaining
     Mortgaged Property(ies) satisfies the requirements, if any, set forth in
     the Mortgage(s) for the Mortgaged Property(ies) remaining after application
     of the partial release provisions or, in the alternative, at the sole
     discretion of the Majority Certificateholder of the Controlling Class (so
     long as the Majority Certificateholder of the Controlling Class is not the
     related Mortgage Loan Seller or an Affiliate

                                     -116-
<PAGE>

     thereof), if the credit of the remaining Mortgage Loans comprising the
     related pool of Cross-Collateralized Mortgage Loans shall be reasonably
     acceptable and the released Mortgage Loan is released from the application
     of the cross-collateralization provisions; provided, however, that in
     connection with a partial release, the related Mortgage Loan Seller shall
     obtain an Opinion of Counsel (at such Mortgage Loan Seller's expense) to
     the effect that the contemplated action will not, with respect to REMIC I,
     REMIC II or REMIC III, adversely affect REMIC status and, unless such party
     determines in its sole discretion to indemnify the Trust Fund on an
     after-tax basis with respect to any prohibited transaction; and provided
     further, that if (i) the Debt Service Coverage Ratio of the remaining
     Mortgaged Properties is less than the Debt Service Coverage Ratio of all
     such Mortgaged Properties prior to the release, or (ii) the Loan-to-Value
     Ratio of the remaining Mortgaged Properties is greater than the
     Loan-to-Value Ratio of all such Mortgaged Properties prior to the release,
     Rating Agency Confirmation shall be required.

              As to any Qualifying Substitute Mortgage Loan or Loans, the
     Trustee shall direct the related Mortgage Loan Seller 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". No substitution may be made in any calendar month after
     the Determination Date for such month. 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 and
     remitted by the Master Servicer to the related Mortgage Loan Seller 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 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 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 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 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 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 or substitution of one
     or more Mortgage Loans contemplated by this Section 2.03, upon receipt of a
     Request for Release (in the form of Exhibit D attached hereto) of a
     Servicing Officer of the Master Servicer certifying as to the receipt of
     the applicable Purchase Price(s) in the Certificate Account (in the case of
     any such repurchase) or the receipt of the applicable Substitution
     Shortfall Amount(s) in the Certificate

                                     -117-
<PAGE>

     Account and upon the delivery of the Mortgage File(s) and the Servicing
     File(s) for the related Qualified Substitute Mortgage Loan(s) to the Master
     Servicer (in the case of any such substitution), (i) the Trustee shall
     promptly execute and deliver such endorsements and assignments as are
     provided to it, in each case without recourse, representation or warranty,
     as shall be necessary to vest in the applicable Mortgage Loan Seller the
     legal and beneficial ownership of each repurchased Mortgage Loan or Deleted
     Mortgage Loan, as applicable, being released pursuant to this Section 2.03,
     and (ii) the Trustee, the Master Servicer and the Special Servicer shall
     each tender promptly to the applicable Mortgage Loan Seller, upon delivery
     to each of them of a receipt executed by the applicable Mortgage Loan
     Seller, all portions of the Mortgage File and other documents pertaining to
     each such Mortgage Loan possessed by it, and the Master Servicer and the
     Special Servicer shall release or cause to be released to the applicable
     Mortgage Loan Seller any Escrow Payments and Reserve Funds held by it in
     respect of such repurchased or Deleted Mortgage Loan; provided that any
     such tender by the Trustee shall be conditioned upon its receipt from the
     Master Servicer or the Special Servicer of a Request for Release.

              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 made, the related Mortgage Loan Purchase Agreement
     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 Material Document Defect in a
     Mortgage File or any Material Breach of any representation or warranty set
     forth in or required to be made pursuant to Section 4(a) of any Mortgage
     Loan Purchase Agreement or any of the circumstances described in Section
     6(b) of any Mortgage Loan Purchase 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.
     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; 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

                                     -118-
<PAGE>

     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 Material
     Breach or Material Document 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 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

                                     -119-
<PAGE>

     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 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 (excluding the AFR/Bank of
     America Portfolio Mortgage Loan and the Tysons Corner Center Mortgage Loan)
     and the Serviced Whole 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 and, with
     respect to the Serviced Whole Loans, on behalf of the Certificateholders
     and each related Serviced Companion Loan Holder and Serviced B Note Holder
     (as a collective whole) (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 related Mortgage Loans, Serviced Companion Loan and
     Serviced B Note, respectively, 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 (giving, in the case of
     any master servicer or special servicer other than GMACCM, due
     consideration to customary and usual standards of practice of prudent
     institutional lenders

                                     -120-
<PAGE>

     servicing their own loans) 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 and Serviced Whole Loans or, if a Mortgage Loan or Serviced
     Whole 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) and, with respect to the
     Serviced Whole Loans, the maximization of the recovery on the Serviced
     Whole Loans, to the Certificateholders, Serviced Companion Loan Holders and
     Serviced B Note Holders (as a collective whole), on a present value basis
     (the relevant discounting of anticipated collections that will be
     distributable to Certificateholders, Serviced Companion Loan Holders or
     Serviced B Note Holders, as applicable, 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, any Serviced Companion Loan, any Serviced Companion Loan
     Security, any Non-Serviced Companion Loan or any Non-Serviced Companion
     Loan Security 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 6 of the GMACCM Mortgage Loan
     Purchase 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, the Serviced
     Companion Loan Holders, the Serviced B Note Holders 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 release or
     discharge, and all other comparable instruments, with respect to the
     Mortgage Loans, the Serviced Whole 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 or Serviced Whole
     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
     collectibility of, the related Mortgage Loan or Serviced Whole 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

                                     -121-
<PAGE>

     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; provided, further, 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 multiple
     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) (i) The parties hereto acknowledge that the Two Gateway
     Center Whole Loan is subject to the terms and conditions of the Two Gateway
     Center Intercreditor Agreement. With respect to the Two Gateway Center
     Whole Loan, the Trustee, the Master Servicer and the Special Servicer
     recognize the respective rights and obligations of the Trust and the Two
     Gateway Center Companion Loan Holder under the Two Gateway Center
     Intercreditor Agreement, including, with respect to the allocation of
     collections on or in respect of the Two Gateway Center Whole Loan in
     accordance with Section 3.2 of the Two Gateway Center Intercreditor
     Agreement. The Master Servicer shall comply with the applicable provisions
     of the Two Gateway Center Intercreditor Agreement, and if the Two Gateway
     Center Whole Loan is then being specially serviced, the Special Servicer
     shall comply with the applicable provisions of the Two Gateway Center
     Intercreditor Agreement, including, in each case, the provisions of Section
     3.1 thereof.

                       (ii) The parties hereto acknowledge that the Carson Pirie
     Scott Whole Loan is subject to the terms and conditions of the Carson Pirie
     Scott Agreement Among Noteholders. With respect to the Carson Pirie Scott
     Whole Loan, the Trustee, the Master Servicer and the Special Servicer
     recognize the respective rights and obligations of the Trust and the Carson
     Pirie Scott B Note Holder under the Carson Pirie Scott Agreement Among
     Noteholders, including, with respect to the allocation of collections on or
     in respect of the Carson Pirie Scott Whole Loan in accordance with Sections
     3, 4 and 7 of the Carson Pirie Scott

                                     -122-
<PAGE>

     Agreement Among Noteholders. The Master Servicer shall comply with the
     applicable provisions of the Carson Pirie Scott Agreement Among
     Noteholders, and if the Carson Pirie Scott Whole Loan is then being
     specially serviced, the Special Servicer shall comply with the applicable
     provisions of the Carson Pirie Scott Agreement Among Noteholders,
     including, in each case, the provisions of Sections 5 and 20 thereof.

                       (iii) The parties hereto acknowledge that the Will-O-Wisp
     Apartments Whole Loan is subject to the terms and conditions of the
     Will-O-Wisp Apartments Agreement Among Noteholders. With respect to the
     Will-O-Wisp Apartments Whole Loan, the Trustee, the Master Servicer and the
     Special Servicer recognize the respective rights and obligations of the
     Trust and the Will-O-Wisp Apartments B Note Holder under the Will-O-Wisp
     Apartments Agreement Among Noteholders, including, with respect to the
     allocation of collections on or in respect of the Will-O-Wisp Apartments
     Whole Loan in accordance with Sections 3, 4 and 7 of the Will-O-Wisp
     Apartments Agreement Among Noteholders. The Master Servicer shall comply
     with the applicable provisions of the Will-O-Wisp Apartments Agreement
     Among Noteholders, and if the Will-O-Wisp Apartments Whole Loan is then
     being specially serviced, the Special Servicer shall comply with the
     applicable provisions of the Will-O-Wisp Apartments Agreement Among
     Noteholders, including, in each case, the provisions of Sections 5 and 20
     thereof.

              (f) Notwithstanding the foregoing provisions of this Section 3.01:

              (i) The AFR/Bank of America Portfolio Mortgage Loan shall be
         serviced and administered by the GMACCM 2003-C3 Master Servicer and the
         GMACCM 2003-C3 Special Servicer pursuant to the GMACCM 2003-C3 Pooling
         and Servicing Agreement and the AFR/Bank of America Portfolio
         Intercreditor Agreement, except as otherwise specifically provided in
         this Agreement. If the AFR/Bank of America Portfolio Companion Loan
         that is an asset under the trust created by the GMACCM 2003-C3 Pooling
         and Servicing Agreement is removed from the mortgage loan pool created
         under the GMACCM 2003-C3 Pooling and Servicing Agreement, or if the
         GMACCM 2003-C3 Pooling and Servicing Agreement is otherwise terminated,
         the servicing of the AFR/Bank of America Portfolio Mortgage Loan shall
         be transferred, pursuant to the AFR/Bank of America Portfolio
         Intercreditor Agreement, and shall be serviced and administered by a
         successor servicing agreement, which, subject to the related
         Intercreditor Agreement, shall have similar provisions to the GMACCM
         2003-C3 Pooling and Servicing Agreement; provided that in such event a
         Rating Agency Confirmation shall be obtained by the Master Servicer.

              (ii) The Tysons Corner Center Mortgage Loan shall be serviced and
         administered by the COMM 2004-LNB2 Master Servicer and the COMM
         2004-LNB2 Special Servicer pursuant to the COMM 2004-LNB2 Center
         Pooling and Servicing Agreement and the Tysons Corner Center
         Intercreditor Agreement, except as otherwise specifically provided in
         this Agreement. If the Tysons Corner Center Companion Loan that is an
         asset under the trust created by the COMM 2004-LNB2 Pooling and
         Servicing Agreement is removed from the mortgage loan pool created
         under the COMM 2004-LNB2 Pooling and Servicing Agreement, or if the
         COMM 2004-LNB2 Pooling and Servicing Agreement is otherwise terminated,
         the servicing of the Tysons Corner Center

                                     -123-
<PAGE>

         Mortgage Loan shall be transferred, pursuant to the Tysons Corner
         Center Intercreditor Agreement, and shall be serviced and administered
         by a successor servicing agreement, which, subject to the related
         Intercreditor Agreement, shall have similar provisions to the COMM
         2004-LNB2 Pooling and Servicing Agreement; provided that in such event
         a Rating Agency Confirmation shall be obtained by the Master Servicer.

              (g) Notwithstanding anything herein to the contrary, the parties
     hereto acknowledge and agree that the Master Servicer's obligations and
     responsibilities hereunder and the Master Servicer's authority with respect
     to each Non-Serviced Mortgage Loan are limited by, and subject to, the
     terms of the related Intercreditor Agreement and the rights of the related
     Other Servicer and the Other Special Servicer under the related Other
     Pooling and Servicing Agreement. The Trustee, solely in its capacity as
     Trustee on behalf of the Trust Fund and on behalf of the
     Certificateholders, hereby assumes the obligations of the holder of each
     Non-Serviced Mortgage Loan under the related Intercreditor Agreement;
     provided that the Master Servicer or the Special Servicer, as applicable,
     on behalf of the Trustee, will perform any applicable obligations set forth
     therein.

     Section 3.02 Collection of Mortgage Loan and Serviced Whole Loan Payments.

              (a) 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 (excluding the AFR/Bank of America Portfolio Mortgage Loan
     and the Tysons Corner Center Mortgage Loan) and the Serviced Whole Loans
     (subject, in the case of the Will-O-Wisp Apartments B Note, to Section
     3.29(e)) serviced hereunder, and shall, to the extent such procedures shall
     be consistent with this Agreement and the terms and conditions of the
     Mortgage Loans and Serviced Whole 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
     collectibility of the Mortgage Loans and Serviced Whole 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
     or Serviced Whole 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.

              (b) Promptly following the Closing Date, the Trustee shall send
     written notice to the GMACCM 2003-C3 Trustee, the GMACCM 2003-C3 Master
     Servicer, the COMM 2004-LNB2 Trustee and the COMM 2004-LNB2 Master
     Servicer, stating that, as of the Closing Date, the Trustee is the holder
     of the AFR/Bank of America Portfolio Mortgage Loan and the Tysons Corner
     Center Mortgage Loan, respectively, and directing the GMACCM 2003-C3 Master
     Servicer and the COMM 2004-LNB2 Master Servicer, respectively, to remit to
     the Master Servicer all amounts payable to, and directing the GMACCM
     2003-C3 Master Servicer and the COMM 2004-LNB2 Master Servicer,
     respectively, to forward, deliver or otherwise make available, as the case
     may be, to the Master Servicer all reports, statements, documents,
     communications and other information that are to be forwarded, delivered or
     otherwise made available to, the respective holders of the AFR/Bank of
     America Portfolio Mortgage Loan and the Tysons Corner Center Mortgage Loan
     under the GMACCM 2003-C3 Pooling and Servicing

                                     -124-
<PAGE>

     Agreement, the AFR/Bank of America Portfolio Intercreditor Agreement, the
     COMM 2004-LNB2 Pooling and Servicing Agreement and the Tysons Corner Center
     Intercreditor Agreement, as applicable. The Master Servicer shall, on the
     day of receipt thereof, deposit into the Certificate Account all amounts
     received with respect to the AFR/Bank of America Portfolio Mortgage Loan,
     the Tysons Corner Center Mortgage Loan and any related Mortgaged Property
     or any related REO Property, except the Balloon Payment due on the AFR/Bank
     of America Portfolio Mortgage Loan and the Tysons Corner Center Mortgage
     Loan, which shall be remitted directly to the Trustee. Upon receipt by the
     Trustee of such Balloon Payment, the Master Servicer may withdraw from
     general collections on deposit in the Certificate Account amounts that
     would otherwise be payable to the Master Servicer from such Balloon Payment
     pursuant to Section 3.05(a) had it been received by the Master Servicer.
     Such notice shall also provide contact information for the Trustee, the
     Master Servicer, the Special Servicer and the Majority Certificateholder of
     the Controlling Class.

     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 and Serviced Whole Loans
     serviced hereunder shall be deposited and retained and invested in
     accordance with the terms of the related Mortgage Loan. Servicing Accounts
     shall be Eligible Accounts. Withdrawals of amounts so collected in respect
     of any Mortgage Loan or Serviced Whole 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 earned interest on
     funds in Servicing Accounts maintained thereby, to the extent required by
     law or the terms of the related Mortgage Loan or Serviced Whole 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
     and Serviced Whole 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

                                     -125-
<PAGE>

     premiums) for Mortgage Loans and Serviced Whole Loans 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 or Serviced Whole Loan. To the extent that a
     Mortgage Loan or Serviced Whole 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 the Mortgage Loans and the Serviced Whole 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; 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, any Serviced
     Companion Loan or Serviced B Note, notwithstanding that the terms of such
     Mortgage Loans, Serviced Companion Loan or Serviced B Note so permit. The
     parties acknowledge that, pursuant to the GMACCM 2003-C3 Pooling and
     Servicing Agreement and the COMM 2004-LNB2 Pooling and Servicing Agreement,
     the GMACCM 2003-C3 Master Servicer and the COMM 2004-LNB2 Master Servicer
     are each obligated to make servicing advances with respect to the AFR/Bank
     of America Portfolio Mortgaged Property and the Tysons Corner Center
     Mortgaged Property, respectively. The GMACCM 2003-C3 Master Servicer and
     the COMM 2004-LNB2 Master Servicer or, to the extent such party has made an
     advance, the trustee or fiscal agent or other Persons making advances under
     the GMACCM 2003-C3 Pooling and Servicing Agreement and the COMM 2004-LNB2
     Pooling and Servicing Agreement, shall be entitled to reimbursement for any
     related Nonrecoverable Servicing Advances (with, in each case, any accrued
     and unpaid interest thereon provided for under the GMACCM 2003-C3 Pooling
     and Servicing Agreement and the COMM 2004-LNB2 Pooling and Servicing
     Agreement, as applicable) in the manner set forth in the GMACCM 2003-C3
     Pooling and Servicing Agreement and the COMM 2004-LNB2 Pooling and
     Servicing Agreement, as applicable, and Section 3.05(a)(vii).

              (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 and invested in
     accordance with the terms of the related Mortgage Loan (other than the
     AFR/Bank of

                                     -126-
<PAGE>

     America Portfolio Mortgage Loan and the Tysons Corner Center Mortgage Loan)
     or Serviced Whole Loan. 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, Mortgage and any
     agreement governing the Reserve Funds, 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 earned
     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.

     Section 3.04 Certificate Account, Distribution Account and Serviced Whole
Loan Custodial Accounts.

                   (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, which
     payments shall be held by the Mortgage Loan Seller as provided in the
     applicable Mortgage Loan Purchase Agreement), 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 (other than the Mortgage Loans
              related to the Serviced Whole Loans);

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

                   (iii) any amounts received from the Special Servicer which
              are required to be transferred from the REO Account (other than
              the REO Accounts with respect to the Serviced Whole Loans)
              pursuant to Section 3.16(c) and amounts of interest and investment
              income earned in respect of amounts 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 (other than the Mortgage Loans
              related to the Serviced Whole Loans) or any REO Property (other
              than REO Property related to the Serviced Whole Loans), other than
              Excess Liquidation Proceeds and Liquidation Proceeds that are
              received in

                                     -127-
<PAGE>

              connection with a purchase of all the Mortgage Loans and any REO
              Properties in the Trust Fund pursuant to Section 9.01 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 held in
              the Certificate Account;

                   (vi) that portion of each Delinquency Advance on a Mortgage
              Loan (other than a Mortgage Loan included in a Serviced Whole
              Loan) that represents (without duplication) the Servicing Fee
              and/or the Special Servicing Fee;

                   (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 other than a Mortgaged Property securing a
              Serviced Whole Loan; and

                   (viii) any amounts required to be transferred to the
              Certificate Account from a Serviced Whole Loan Custodial Account
              pursuant to Section 3.05(e).

              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 checks
     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 by the Master
     Servicer 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 (2)
     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

                                     -128-
<PAGE>

     endorse such check to the order of the Master Servicer and shall deliver
     promptly, but in no event later than two (2) 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 the following amounts to the Trustee for deposit in the
     Distribution Account:

                       (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, the
     Special Servicer 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 GMACCM 2003-C3 Master
     Servicer, the GMACCM 2003-C3 Special Servicer or the GMACCM 2003-C3 Trustee
     pursuant to the GMACCM 2003-C3 Pooling and Servicing Agreement and the
     AFR/Bank of America Portfolio Intercreditor Agreement on account of the
     AFR/Bank of America Portfolio Mortgage Loan; and

                       (v) all amounts received from the COMM 2004-LNB2 Master
     Servicer, the COMM 2004-LNB2 Special Servicer or the COMM 2004-LNB2 Trustee
     pursuant

                                     -129-
<PAGE>

     to the COMM 2004-LNB2 Pooling and Servicing Agreement and the Tysons Corner
     Center Intercreditor Agreement on account of the Tysons Corner Center
     Mortgage Loan;

                   (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 facsimile 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.

                   (d) 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.

                   (e) 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.

                   (f) 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

                                     -130-
<PAGE>

     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. 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.

                   (g) With respect to each Serviced Whole Loan, the Master
     Servicer shall maintain, or cause to be maintained, a Serviced Whole Loan
     Custodial Account for each Serviced Whole Loan in which the Master Servicer
     shall deposit or cause to be deposited within one Business Day following
     receipt of available funds, except as otherwise specifically provided
     herein, the following payments and collections received or made by or on
     behalf of it on the related Serviced Whole Loan subsequent to the Cut-off
     Date (other than in respect of principal and interest on the Serviced Whole
     Loan due and payable on or before the Cut-off Date, which payments shall be
     held in accordance with the related Serviced Whole Loan Intercreditor
     Agreement), or 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 applicable Serviced Whole Loan;

                       (ii) all payments on account of interest (including,
     without limitation, Default Interest and Excess Interest), late payments
     charges and Prepayment Premiums on the applicable Serviced Whole Loan;

                       (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 loan
     documents or applicable law;

                       (iv) all Insurance Proceeds and Liquidation Proceeds
     received in respect of the applicable Serviced Whole Loan or related REO
     Property (other than Excess Liquidation Proceeds and Liquidation Proceeds
     that are received in connection with a purchase of all the Mortgage Loans
     and any REO Property in the Trust Fund pursuant to Section 9.01 and that
     are to be deposited in the Distribution Account pursuant to Section 9.01);

                                     -131-
<PAGE>

                       (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 held in the such Serviced Whole
     Loan Custodial Account;

                       (vi) that portion of each Delinquency Advance with
     respect to a Mortgage Loan included in a Serviced Whole Loan that
     represents (without duplication) the related Servicing Fee and/or Special
     Servicing Fee;

                       (vii) any amount 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
     with respect to a Mortgage Loan included in a Serviced Whole Loan; and

                       (viii) with respect to the Carson Pirie Scott Whole Loan,
     any Carson Pirie Scott B Note Holder Cure Advance made pursuant to Section
     3.31(c).

              The foregoing requirements for deposit into any Serviced Whole
     Loan Custodial Account shall be exclusive; it being understood and agreed,
     that without limiting the generality of the foregoing, actual payments from
     the related Mortgagor in the nature of Escrow Payments, charges for
     beneficiary statements or demands, assumption fees, modification fees,
     extension fees or amounts collected for checks returned for insufficient
     funds need not be deposited by the Master Servicer into any Serviced Whole
     Loan Custodial Account. If the Master Servicer shall deposit in a Serviced
     Whole Loan Custodial Account any amount not required to be deposited
     therein, it may at any time withdraw such amount from such Serviced Whole
     Loan Custodial Account, any provision herein to the contrary
     notwithstanding. All assumption, extension and modification fees actually
     received from the related Mortgagor on a Specially Serviced Mortgage Loan
     shall be promptly delivered to the Special Servicer as additional servicing
     compensation, but only to the extent the payment of such fees are in
     accordance with Section 3.11 and any other terms hereof. Each Serviced
     Whole Loan Custodial Account shall be maintained as a segregated account,
     separate and apart from any trust fund created for mortgage-backed
     securities of other series and the other accounts of the Master Servicer;
     provided, however, that each Serviced Whole Loan Custodial Account may be a
     sub-account of the Certificate Account.

              Upon receipt of any of the foregoing amounts described in clauses
     (i), (ii) and (iv) above with respect to the related Serviced Whole Loan
     for so long as it is a Specially Serviced Mortgage Loan but is not an REO
     Loan, the Special Servicer shall remit within one Business Day such amounts
     to the Master Servicer for deposit into the applicable Serviced Whole Loan
     Custodial Account in accordance with the second preceding paragraph. Any
     such amounts received by the Special Servicer with respect to an REO
     Property related to the Serviced Whole Loan shall initially be deposited by
     the Special Servicer into the related Serviced Whole Loan REO Account and
     remitted to the Master Servicer for deposit into the applicable Serviced
     Whole Loan Custodial Account pursuant to Section 3.04(f). With respect to
     any such amounts paid by check to the order of the Special Servicer, the
     Special Servicer shall endorse without recourse or warranty such check to
     the order of the Master Servicer and shall promptly deliver any such check
     to the Master Servicer by overnight courier.

                                     -132-
<PAGE>

              Funds in a Serviced Whole Loan Custodial Account may only be
     invested in Permitted Investments in accordance with the provisions of
     Section 3.06. The Master Servicer shall give notice to the Trustee, the
     Special Servicer, the Depositor and each related Serviced Companion Loan
     Holder and Serviced B Note Holder of the location of the Serviced Whole
     Loan Custodial Account as of the Closing Date and of the new location of a
     Serviced Whole Loan Custodial Account prior to any change thereof.

              In making the foregoing deposits into the Serviced Whole Loan
     Custodial Account with respect to the Carson Pirie Scott Whole Loan and the
     allocations of amounts received with respect to the Carson Pirie Scott
     Whole Loan between the Carson Pirie Scott Mortgage Loan and the Carson
     Pirie Scott B Note, if the Special Servicer, in connection with a workout
     of the Carson Pirie Scott Whole Loan, has modified the terms thereof (after
     complying with the requirements of Section 3.31(b) and 3.32(a)) such that
     (i) the principal balance of the related Mortgage Note is decreased, (ii)
     the Mortgage Rate or scheduled amortization payments on the related
     Mortgage Note are reduced, (iii) payments of interest or principal on such
     Mortgage Note are waived, reduced or deferred or (iv) any other adjustment
     is made to the economic terms of such Mortgage Loan, all deposits to the
     Serviced Whole Loan Custodial Account with respect to the Carson Pirie
     Scott Whole Loan and allocations between the Carson Pirie Scott Mortgage
     Loan and the Carson Pirie Scott B Note pursuant to this Section 3.04(f)
     shall be made as though such workout did not occur, with the payment terms
     of the Carson Pirie Scott Mortgage Loan remaining the same as they are on
     the date hereof, and the Carson Pirie Scott B Note shall bear the effect of
     all waivers, reductions or deferrals of amounts due on the Carson Pirie
     Scott Whole Loan and the related Mortgage Notes attributable to such
     workout (up to the amount of the amounts distributable in respect of the
     Carson Pirie Scott B Note from amounts on deposit in the Serviced Whole
     Loan Custodial Account with respect to the Carson Pirie Scott Whole Loan)
     other than any waivers, reductions or deferrals of any Prepayment Premiums,
     exit fees, extension fees, Default Interest or other charges or fees
     payable by the Mortgagor resulting from such modification.

              In making the foregoing deposits into the Serviced Whole Loan
     Custodial Account with respect to the Will-O-Wisp Apartments Whole Loan and
     the allocations of amounts received with respect to the Will-O-Wisp
     Apartments Whole Loan between the Will-O-Wisp Apartments Mortgage Loan and
     the Will-O-Wisp Apartments B Note, if the Special Servicer, in connection
     with a workout of the Will-O-Wisp Apartments Whole Loan, has modified the
     terms thereof (after complying with the requirements of Section 16(a) of
     the Will-O-Wisp Apartments Agreement Among Noteholders) such that (i) the
     principal balance of the related Mortgage Note is decreased, (ii) the
     Mortgage Rate or scheduled amortization payments on the related Mortgage
     Note are reduced, (iii) payments of interest or principal on such Mortgage
     Note are waived, reduced or deferred or (iv) any other adjustment is made
     to the economic terms of such Mortgage Loan, all deposits to the Serviced
     Whole Loan Custodial Account with respect to the Will-O-Wisp Apartments
     Whole Loan and allocations between the Will-O-Wisp Apartments Mortgage Loan
     and the Will-O-Wisp Apartments B Note pursuant to this Section 3.04(f)
     shall be made as though such workout did not occur, with the payment terms
     of the Will-O-Wisp Apartments Mortgage Loan remaining the same as they are
     on the date hereof, and the Will-O-Wisp Apartments B Note shall bear the
     effect of all waivers, reductions or deferrals of amounts due on the
     Will-O-Wisp Apartments Whole Loan and the related Mortgage Notes
     attributable to such workout (up to the amount of the amounts distributable
     in respect of the Will-O-Wisp

                                     -133-
<PAGE>

     Apartments B Note from amounts on deposit in the Serviced Whole Loan
     Custodial Account with respect to the Will-O-Wisp Apartments Whole Loan)
     other than any waivers, reductions or deferrals of any Prepayment Premiums,
     exit fees, extension fees, Default Interest or other charges or fees
     payable by the Mortgagor resulting from such modification.

     Section 3.05 Permitted Withdrawals From the Certificate Account, the
Distribution Account, the Interest Reserve Account, the Excess Liquidation
Proceeds Reserve Account and Serviced Whole Loan Custodial Accounts;
Establishment of Serviced Companion Loan Distribution Accounts.

                   (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);

                       (ii) to pay itself unpaid Servicing Fees payable to
     itself earned thereby in respect of each Mortgage Loan (other than a
     Mortgage Loan included in a Serviced Whole 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 (A) 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 (other
     than the AFR/Bank of America Portfolio Mortgage Loan and the Tysons Corner
     Center Mortgage Loan) that is a Specially Serviced Mortgage Loan or REO
     Loan, but with respect to the Mortgage Loans related to the Serviced Whole
     Loans, only to the extent that amounts on deposit in the related Serviced
     Whole Loan Custodial Account are insufficient therefor, and (B) each Other
     Special Servicer, out of general collections on the Mortgage Loans and any
     related REO Properties, the Trust's pro rata portion (based on the related
     Non-Serviced Mortgage Loan's Stated Principal Balance) of any earned and
     unpaid special servicing fees in respect of each Non-Serviced Whole Loan,
     but only to the extent that amounts on deposit in the related Non-Serviced
     Whole Loan Custodial Account are insufficient therefor;

                       (iv) to pay to the Special Servicer earned and unpaid
     Workout Fees and Liquidation Fees with respect to the Mortgage Loans (other
     than the AFR/Bank of America Portfolio Mortgage Loan and the Tysons Corner
     Center Mortgage Loan) to which it is entitled pursuant to, and from the
     sources contemplated by, Section 3.11(c), but with respect to the Mortgage
     Loans related to the Serviced Whole Loans, only to the extent that amounts
     on deposit in the related Serviced Whole Loan Custodial Account are
     insufficient therefor;

                       (v) to reimburse the Trustee and itself, in that order,
     as applicable, for unreimbursed Delinquency Advances made thereby for
     Mortgage Loans, the Master Servicer's, 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

                                     -134-
<PAGE>

     (in each case, net of related Workout Fees); provided, however, that if
     such Delinquency Advance becomes a Workout-Delayed Reimbursement Amount,
     then such Delinquency Advance shall thereafter be reimbursed from the
     portion of general collections and recoveries on or in respect of any of
     the Mortgage Loans and REO Properties on deposit in the Certificate Account
     from time to time that represent collections or recoveries of principal to
     the extent provided in clause (vii) below;

                       (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;
     provided, however, that if such Servicing Advance becomes a Workout-Delayed
     Reimbursement Amount, then such Servicing Advance shall thereafter be
     reimbursed from the portion of general collections and recoveries on or in
     respect of any of the Mortgage Loans and REO Properties on deposit in the
     Certificate Account from time to time that represent collections or
     recoveries of principal to the extent provided in clause (vii) below;

                       (vii) to reimburse (A) the Trustee and itself, in that
     order, as applicable, (x) first, out of the principal portion of general
     collections on the Mortgage Loans and related REO Properties and, to the
     extent such principal portion is insufficient, then out of general
     collections on the Mortgage Loans and related REO Properties, for
     Nonrecoverable Advances made thereby, but with respect to the Mortgage
     Loans related to the Serviced Whole Loans, only to the extent that amounts
     on deposit in the related Serviced Whole Loan Custodial Account are
     insufficient therefor, and (y) out of the principal portion of the general
     collections on any of the Mortgage Loans and REO Properties, for
     Workout-Delayed Reimbursement Amounts made thereby, net of such amounts
     being reimbursed pursuant to clause (x) above, and (B) each Other Servicer,
     each Other Special Servicer and each Other Trustee, as applicable, out of
     general collections on the Mortgage Loans and REO Properties, for the
     Trust's pro rata portion (based on the related Non-Serviced Mortgage Loan's
     Stated Principal Balance, and only to the extent that amounts on deposit in
     the related Non-Serviced Whole Loan Custodial Account that are allocable to
     such Non-Serviced Mortgage Loan are insufficient to otherwise make such
     reimbursement) of (1) AFR/Bank of America Portfolio Nonrecoverable
     Servicing Advances or Tysons Corner Center Nonrecoverable Servicing
     Advances, as applicable, previously made with respect to the related
     Non-Serviced Whole Loan and (2) any other amount otherwise specifically
     required, pursuant to the related Other Pooling and Servicing Agreement, to
     be reimbursed to such Person out of the related Non-Serviced Whole Loan
     Custodial Account to the extent that such amount relates exclusively to the
     servicing of the related Non-Serviced Whole Loan and, if not so reimbursed
     out of the related Non-Serviced Whole Loan Custodial Account, would be
     reimbursable by the related Other Trust Fund from general collections;

                       (viii) to pay to (A) the Trustee and itself, in that
     order, as applicable, any related Advance Interest accrued and payable on
     any unreimbursed Advance (including any such Advance that constitutes a
     Workout-Delayed Reimbursement Amount) in accordance with Section 3.11(f)
     and 4.03(e), 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

                                     -135-
<PAGE>

     pursuant to clause (v), (vi) or (vii)(A) above or Section 3.03, out of
     general collections on the Mortgage Loans and related REO Properties, but
     with respect to the Mortgage Loans related to the Serviced Whole Loans,
     only to the extent that amounts on deposit in the related Serviced Whole
     Loan Custodial Account are insufficient therefor, and (B) at such time as
     it reimburses the related Other Servicer, Other Special Servicer or Other
     Trustee, as applicable, for any AFR/Bank of America Portfolio
     Nonrecoverable Servicing Advances or Tysons Corner Center Nonrecoverable
     Servicing Advances, as applicable, made with respect to the related
     Non-Serviced Whole Loan or the related REO Property pursuant to clause
     (vii)(B) above, to pay the Other Servicer, the Other Special Servicer and
     the Other Trustee, as applicable, any interest accrued and payable thereon,
     but only to the extent that amounts on deposit in the related Non-Serviced
     Whole Loan Custodial Account that are allocable to such Non-Serviced
     Mortgage Loan are insufficient therefor;

                       (ix) to reimburse itself (if it is not the affected
     Mortgage Loan Seller), the Special Servicer or the Trustee, as the case may
     be, for any unreimbursed expenses reasonably incurred by such Person in
     respect of any Material Breach or Material Document Defect giving rise to a
     repurchase obligation of a Mortgage Loan Seller under Section 6 of the
     related Mortgage Loan Purchase 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 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) or (e) 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,
     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, but in the case of a Serviced Whole Loan, only to the
     extent that amounts on deposit in the applicable Serviced Whole Loan
     Custodial Account are insufficient therefor;

                       (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, except to the extent such
     amounts relate solely to a Serviced Whole Loan, in which case, such amounts
     will be reimbursed first from the related Serviced Whole Loan Custodial
     Account in accordance with Section 3.05(e) and then out of general
     collections on the Mortgage Loans;

                       (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

                                     -136-
<PAGE>

     received on the Mortgage Loans (other than a Mortgage Loan included in a
     Serviced Whole Loan) and (C) Penalty Charges received on Mortgage Loans
     (other than a Mortgage Loan included in a Serviced Whole Loan) 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 (other than a Mortgage Loan included in a Serviced
     Whole 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 Special Servicer, 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(b);

                       (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 (other than a
     Mortgage Loan included in a Serviced Whole Loan), if any, previously
     purchased by such Person pursuant to or as 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

                                     -137-
<PAGE>

     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 their respective 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
     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

                                     -138-
<PAGE>

     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).

                   (e) The Master Servicer shall from time to time make
     withdrawals from each Serviced Whole Loan Custodial Account, for any of the
     following purposes, in each case, in accordance with the related Serviced
     Whole Loan Intercreditor Agreement (the order set forth below not
     constituting an order of priority for such withdrawals):

                       (i) to make remittances each month on or before the
     Master Servicer Remittance Date, the master servicer remittance date
     required under any Serviced Companion Loan Securitization Agreement or as
     separately agreed upon with the Master Servicer, in accordance with the
     applicable Serviced Whole Loan Intercreditor Agreement, in an aggregate
     amount of immediately available funds equal to the allocable portion of the
     applicable Serviced Whole Loan Remittance Amount, to (A) the Serviced Whole
     Loan Paying Agent (on behalf of the related Serviced Companion Loan Holders
     and Serviced B Note Holders) and (B) to the Certificate Account for the
     benefit of the Trust, in each case in accordance with the applicable
     Serviced Whole Loan Intercreditor Agreement; provided, that Liquidation
     Proceeds relating to the purchase of the Carson Pirie Scott Mortgage Loan
     by the Carson Pirie Scott B Note Holder or the purchase of the Will-O-Wisp
     Apartments Mortgage Loan by the Will-O-Wisp Apartments B Note Holder shall
     be remitted solely to the Certificate Account;

                       (ii) (A) to pay itself unpaid Servicing Fees and the
     Special Servicer unpaid Special Servicing Fees, Liquidation Fees and
     Workout Fees in respect of the applicable Serviced Whole Loan and related
     REO Loan, as applicable, the Master Servicer's or Special Servicer's, as
     applicable, rights to payment of Servicing Fees and Special Servicing Fees,
     Liquidation Fees and Workout Fees pursuant to this clause (ii)(A) with
     respect to the applicable Serviced Whole Loan or related REO Loan, as
     applicable, being limited to amounts received on or in respect of the
     applicable Serviced Whole Loan (whether in the form of related payments,
     REO Revenues, Liquidation Proceeds or Insurance Proceeds), or such REO Loan
     (whether in the form of REO Revenues, Liquidation Proceeds or Insurance
     Proceeds), that, in the case of the Master Servicer, are allocable as
     recovery of interest thereon and (B) each month to the Special Servicer any
     unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect
     of the applicable Serviced Whole Loan or REO Loan, as applicable, remaining
     unpaid out of collections on the applicable Serviced Whole Loan and related
     REO Property;

                       (iii) to reimburse itself and the Trustee for
     unreimbursed Delinquency Advances with respect to the applicable Mortgage
     Loan and to reimburse the related Serviced Companion Loan Master Servicer,
     if any, and/or the related Serviced Companion Loan Trustee, if any, for any
     unreimbursed delinquency advances on a related Serviced Companion Loan (to
     the extent allocable thereto), the Master Servicer's or the Trustee's right
     to reimbursement pursuant to this clause (iii) being limited to amounts
     received in such Serviced Whole Loan Custodial Account which represent Late
     Collections received in respect of the Mortgage Loan and any Serviced
     Companion Loan Master Servicer's or any Serviced Companion Loan

                                     -139-
<PAGE>

     Trustee's right to reimbursement pursuant to this clause (iii) being
     limited to amounts received in such Serviced Whole Loan Custodial Account
     which represent Late Collections received in respect of the applicable
     Serviced Companion Loan (as allocable thereto pursuant to the related
     Mortgage Loan documents and the applicable Serviced Whole Loan
     Intercreditor Agreement) during the applicable period;

                       (iv) to reimburse itself or the Trustee, as applicable
     (in reverse of such order with respect to the Serviced Whole Loan or REO
     Property), for unreimbursed Servicing Advances with respect to the Serviced
     Whole Loan or related REO Property, the Master Servicer's or the Trustee's
     respective rights to receive payment pursuant to this clause (iv) being
     limited to, as applicable, related payments, Liquidation Proceeds,
     Insurance Proceeds and REO Revenues attributable to such Serviced Whole
     Loan;

                       (v) (A) to reimburse itself, any Serviced Companion Loan
     Master Servicer, the Trustee or the Serviced Companion Loan Trustee, as
     applicable, on a pro rata basis as between the Mortgage Loan and each
     applicable Serviced Companion Loan (in reverse of such order with respect
     to the Serviced Whole Loan or related REO Property), out of collections on
     the applicable Serviced Whole Loan and REO Property for Nonrecoverable
     Advances previously made or (B) to pay itself or the Special Servicer out
     of collections on applicable Serviced Whole Loan and related REO Property,
     with respect to the applicable Mortgage Loan or REO Property any related
     earned Servicing Fee, Special Servicing Fee, Liquidation Fee or Workout
     Fee, as applicable, that remained unpaid in accordance with clause (ii)
     above following a Final Recovery Determination made with respect to the
     applicable Serviced Whole Loan or related REO Property and the deposit into
     the applicable Serviced Whole Loan Custodial Account of all amounts
     received in connection therewith, provided that such party's rights to
     reimbursement pursuant to this clause (v) with respect to any such
     Nonrecoverable Advance, Servicing Fees, Special Servicing Fees, Liquidation
     Fees or Workout Fees, as applicable, shall be limited (except to the extent
     set forth in Section 3.05(a)) to amounts on deposit in the applicable
     Serviced Whole Loan Custodial Account that were received in respect of the
     applicable Mortgage Loan or Serviced Companion Loan (as allocable thereto
     pursuant to the Mortgage Loan documents and the applicable Serviced Whole
     Loan Intercreditor Agreement) as to which such Nonrecoverable Advance,
     Servicing Fees, Special Servicing Fees, Liquidation Fees or Workout Fees,
     as applicable, relates;

                       (vi) at such time as it reimburses itself, any Serviced
     Companion Loan Master Servicer, the Trustee or any Serviced Whole Loan
     Trustee, as applicable, on a pro rata basis as between the Mortgage Loan
     and each applicable Serviced Companion Loan (in reverse of such order with
     respect to the Serviced Whole Loan or related REO Property), for (A) any
     unreimbursed Delinquency Advance with respect to the applicable Mortgage
     Loan or any unreimbursed advances of principal and/or interest with respect
     to the applicable Serviced Companion Loan pursuant to clause (iii) above,
     to pay itself, any Serviced Companion Loan Master Servicer, or the Trustee
     or any Serviced Companion Loan Trustee, as applicable, any interest accrued
     and payable thereon in accordance with Section 4.03(e) and Section 3.11(c),
     (B) any unreimbursed Servicing Advances pursuant to clause (iv) above, to
     pay itself, the Special Servicer or the Trustee, as the case may be, any
     interest accrued and payable thereon in accordance with Section 3.03(e) and
     Section 3.11(c) or (C) any Nonrecoverable Advances pursuant to clause (v)
     above, to pay itself, the Special Servicer and any Serviced Companion

                                     -140-
<PAGE>

     Loan Master Servicer, the Trustee or any Serviced Companion Loan Trustee,
     as the case may be, any interest accrued and payable thereon;

                       (vii) to reimburse itself, the Special Servicer or the
     Trustee, as the case may be, for any unreimbursed expenses reasonably
     incurred by such Person in respect of any Breach or Document Defect with
     respect to the applicable Mortgage Loan giving rise to a repurchase
     obligation of the applicable Mortgage Loan Seller under Section 6 of the
     applicable Mortgage Loan Purchase Agreement, including, without limitation,
     any expenses arising out of the enforcement of the repurchase obligation,
     each such Person's right to reimbursement pursuant to this clause (vii)
     with respect to the applicable Serviced Whole Loan being limited to that
     portion of the Purchase Price paid for the related Mortgage Loan that
     represents such expense in accordance with clauses (d) or (e) of the
     definition of Purchase Price, and to reimburse the Master Servicer, the
     Special Servicer or the related Serviced Companion Loan Trustee for any
     similar unreimbursed expenses incurred in respect of a related Serviced
     Companion Loan;

                       (viii) in accordance with Section 2.03(e), to reimburse
     itself, the Special Servicer or the Trustee, as the case may be, out of
     collections on the applicable Serviced Whole Loan and related REO Property
     for any unreimbursed expense reasonably incurred by such Person in
     connection with the enforcement of the applicable Mortgage Loan Seller's
     obligations under Section 6 of the applicable Mortgage Loan Purchase
     Agreement with respect to the related Mortgage Loan, but only to the extent
     that such expenses are not reimbursable pursuant to clause (vii) above or
     otherwise and are allocable to the related Mortgage Loan under the
     applicable Serviced Whole Loan Intercreditor Agreement, and to reimburse
     the Master Servicer, the Special Servicer or any Serviced Companion Loan
     Trustee for any similar unreimbursed expenses incurred under any
     Securitization Agreement in respect of a related Serviced Companion Loan;

                       (ix) to pay itself all Prepayment Interest Excesses on
     the related Mortgage Loan not required to be used pursuant to Section
     3.05(a)(xii);

                       (x) (A) to pay itself, as additional servicing
     compensation in accordance with Section 3.11(b), (1) interest and
     investment income earned in respect of amounts relating to applicable
     Serviced Whole Loan held in the related Serviced Whole Loan Custodial
     Account as provided in Section 3.06(b) (but only to the extent of the Net
     Investment Earnings with respect to such Serviced Whole Loan Custodial
     Account for any Collection Period) and (2) Penalty Charges on the
     applicable Serviced Whole Loan (except if the Serviced Whole Loan is a
     Specially Serviced Mortgage Loan), to be allocated as provided in the
     related Serviced Whole Loan Intercreditor Agreement, but only to the extent
     collected from the related Mortgagor and to the extent that all amounts
     then due and payable with respect to the related Serviced Whole Loan have
     been paid and are not needed to pay interest on Advances in accordance with
     Section 3.11; and (B) to pay the Special Servicer, as additional servicing
     compensation in accordance with the second paragraph of Section 3.11,
     Penalty Charges on the applicable Serviced Whole Loan during the period it
     is a Specially Serviced Loan (but only to the extent collected from the
     related Mortgagor and to the extent that all amounts then due and payable
     with respect to the Specially Serviced Loan have been paid and are not
     needed to pay interest on Advances, all in accordance with Section 3.11);

                                     -141-
<PAGE>

                       (xi) to recoup any amounts deposited in such Serviced
     Whole Loan Custodial Account in error;

                       (xii) to pay itself, the Special Servicer, the Depositor,
     the Serviced Whole Loan Paying Agent or any of their respective directors,
     officers, members, managers, employees and agents, as the case may be, any
     amounts payable to any such Person pursuant to Section 6.03 or Section
     8.17(d) to the extent that such amounts relate to the applicable Serviced
     Whole Loan and, to the extent that such amounts do not relate to the
     applicable Serviced Whole Loan or specifically to any other Mortgage Loan
     or Serviced Whole Loan, the ratable portion of such amounts allocable to
     the applicable Serviced Whole Loan;

                       (xiii) to pay for (A) the cost of any Opinion of Counsel
     contemplated by Section 11.01(a) or Section 11.01(c) in connection with an
     amendment to this Agreement to the extent that such costs relate to the
     applicable Serviced Whole Loan and, to the extent that such costs do not
     relate to the applicable Serviced Whole Loan, the ratable portion of such
     amounts allocable to the applicable Serviced Whole Loan and (B) the cost of
     obtaining the REO Extension contemplated by Section 3.16(a), to the extent
     that such amounts relate to the Serviced Whole Loan;

                       (xiv) to pay out of collections on the applicable
     Serviced Whole Loan and related REO Property any and all federal, state and
     local taxes imposed on the REMIC I, REMIC II, REMIC III, or any of their
     assets or transactions, together with all incidental costs and expenses, in
     each case to the extent that none of the Master Servicer, the Special
     Servicer or the Trustee is liable therefor pursuant to Section 10.01(h) and
     only to the extent that such amounts relate to the related Mortgage Loan or
     to any Serviced Companion Loan that is included in a REMIC;

                       (xv) to reimburse the Trustee and the Serviced Companion
     Loan Trustee, if any, out of collections on the applicable Serviced Whole
     Loan(s) and REO Property for expenses incurred by and reimbursable to it by
     the Trust Fund, and the trust fund, if any, relating to the Serviced
     Companion Loan Securities, respectively, to the extent that such amounts
     relate to the related Mortgage Loan or Serviced Companion Loan and, to the
     extent that such amounts do not relate to the applicable Serviced Whole
     Loan or specifically to any other Mortgage Loan or Serviced Whole Loan, the
     ratable portion of such amounts allocable to the applicable Serviced Whole
     Loan;

                       (xvi) to pay any Person with respect to the related
     Mortgage Loan, if any, all amounts received thereon after the date of
     purchase of such Mortgage Loan relating to the period before the date of
     purchase;

                       (xvii) to remit to the Trustee for deposit in the
     Interest Reserve Account the amounts with respect to the related Mortgage
     Loan required to be deposited in the Interest Reserve Account pursuant to
     Section 3.04(e);

                       (xviii) to pay to the Master Servicer, the Special
     Servicer, the Trustee or the Depositor, as the case may be, to the extent
     that such amounts relate to the related Mortgage Loan, any amount
     specifically required to be paid to such Person at the expense of the Trust

                                     -142-
<PAGE>

     Fund under any provision of this Agreement to which reference is not made
     in any other clause of this Section 3.05(e) and to pay to the Serviced
     Companion Loan Trustee or the depositor under a related Companion Loan
     Securitization Agreement to the extent that such amounts related to the
     applicable Serviced Companion Loan, any amount specifically required to be
     paid to such Person under the Serviced Companion Loan Securitization
     Agreement, it being acknowledged that this clause (xviii) shall not be
     construed to modify any limitation or requirement otherwise set forth in
     this Agreement as to the time at which any Person is entitled to payment or
     reimbursement of any amount or as to the funds from which any such payment
     or reimbursement is permitted to be made to the extent that such costs
     relate to the applicable Serviced Whole Loan and, to the extent that such
     costs do not relate to the applicable Serviced Whole Loan or specifically
     to any other Mortgage Loan or Serviced Whole Loan, the ratable portion of
     such amounts allocable to the applicable Serviced Whole Loan; and

                       (xix) to clear and terminate such Serviced Whole Loan
     Custodial Account at the termination of this Agreement pursuant to Section
     9.01.

              Any amounts payable to a Carson Pirie Scott B Note Service
     Provider shall be payable solely from amounts otherwise distributable to
     the Carson Pirie Scott B Note Holder under this Agreement and the related
     Serviced Whole Loan Intercreditor Agreement. Any amounts payable to a
     Will-O-Wisp Apartments B Note Service Provider shall be payable solely from
     amounts otherwise distributable to the Will-O-Wisp Apartments B Note Holder
     under this Agreement and the related Serviced Whole Loan Intercreditor
     Agreement.

              Any permitted withdrawals under this Section 3.05(e) with respect
     to reimbursement for advances or other amounts payable to a Serviced
     Companion Loan Trustee shall, if applicable, also be deemed to be a
     permitted withdrawal for similar amounts owed to the fiscal agent of the
     Serviced Companion Loan Trustee, if any. All withdrawals with respect to a
     Serviced Whole Loan shall be made first from the related Serviced Whole
     Loan Custodial Account and then, from the Certificate Account to the extent
     permitted by Section 3.05(a).

              The Master Servicer shall pay to the Special Servicer (or to third
     party contractors at the direction of the Special Servicer), the Serviced
     Whole Loan Paying Agent, the Trustee and any related Serviced Companion
     Loan Trustee from the applicable Serviced Whole Loan Custodial 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 or a Responsible Officer of the Trustee, the Serviced
     Whole Loan Paying Agent or Serviced Companion Loan Trustee, as the case may
     be, describing the item and amount to which the Special Servicer (or any
     such third party contractor) or the Serviced Companion Loan Trustee 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
     Mortgage Loan, each related Serviced Companion Loan and, if applicable,
     Serviced B Note constituting a Serviced Whole Loan (and related REO Loan)
     on a loan-by-loan basis for the purpose of justifying any request for
     withdrawal from the related Serviced Whole Loan Custodial Account.

              Notwithstanding anything to the contrary contained herein, with
     respect to each Serviced Companion Loan and Serviced B Note, the Master
     Servicer shall withdraw from the related

                                     -143-
<PAGE>

     Serviced Whole Loan Custodial Account and remit to the holders of the
     related Serviced Companion Loan and Serviced B Note, as applicable, within
     one Business Day of receipt thereof, any amounts that represent Late
     Collections or Principal Prepayments on such Serviced Companion Loan,
     Serviced B Note or any successor REO Loan with respect thereto, that are
     received by the Master Servicer subsequent to 5:00 p.m. (New York City
     time) on the related Due Date therefor (exclusive of any portion of such
     amount payable or reimbursable to any third party in accordance with the
     related Serviced Whole Loan Intercreditor Agreement or this Agreement and,
     in the case of the Serviced B Note, subject to the provisions of the
     related Serviced Whole Loan Intercreditor Agreement), to the extent such
     amount is not otherwise included in a normal monthly remittance to the
     holder of such Serviced Companion Loan or Serviced B Note.

              In the event that the Master Servicer fails, as of 5:00 p.m. (New
     York City time) on the date such remittance is required to be made, to
     remit to the Trustee (in respect of the related Mortgage Loan) and the
     Serviced Whole Loan Paying Agent (in respect of any related Serviced Whole
     Loan) any amounts required to be so remitted hereunder by such date, the
     Master Servicer shall pay to the Trustee (in respect of the Mortgage Loan)
     and the Serviced Whole Loan Paying Agent (in respect of the Serviced
     Companion Loan and the Serviced B Note), for the account of the Trustee (in
     respect of the Mortgage Loan) and the Serviced Whole Loan Paying Agent (in
     respect of the Serviced Companion Loan and the Serviced B Note), interest,
     calculated at the Prime Rate, on such amount(s) not timely remitted, from
     the time such payment was required to be made (without regard to any grace
     period) until such payment is received by the Trustee and the Serviced
     Whole Loan Paying Agent.

                   (f) The Serviced Whole Loan Paying Agent shall establish and
     maintain a separate Serviced Companion Loan Distribution Account for the
     benefit of each Serviced Companion Loan Holder and Serviced B Note Holder.
     Each Serviced Companion Loan Distribution Account shall be maintained as an
     Eligible Account (or as a sub-account of an Eligible Account). Funds in the
     Serviced Companion Loan Distribution Accounts may be invested in Permitted
     Investments for the account of the Serviced Whole Loan Paying Agent. All
     income and gain realized from the investment of funds deposited in such
     Serviced Companion Loan Distribution Account shall be for the benefit of
     the Serviced Whole Loan Paying Agent; provided that the Serviced Whole Loan
     Paying Agent shall be responsible for the amount of any Net Investment Loss
     (net of Net Investment Earnings) in respect of such Permitted Investments.
     The Serviced Whole Loan Paying Agent shall give notice to the Master
     Servicer of the location of each Serviced Companion Loan Distribution
     Account as of the Closing Date and of the new location of any Serviced
     Companion Loan Distribution Account prior to any change thereof.

              The Master Servicer shall deliver to the Serviced Whole Loan
     Paying Agent each month on or before the date set forth in Section
     3.05(e)(i), for deposit in the applicable Serviced Companion Loan
     Distribution Account, that portion of the applicable Serviced Whole Loan
     Remittance Amount allocable to each applicable Serviced Companion Loan
     Holder and Serviced B Note Holder then on deposit in the applicable
     Serviced Whole Loan Custodial Account.

              On or before each Master Servicer Remittance Date (or, if the
     master servicer remittance date under any Serviced Companion Loan
     Securitization Agreement is earlier than such date, on

                                     -144-
<PAGE>

     such master servicer remittance date), the Serviced Whole Loan Paying Agent
     shall, based upon information provided to the Serviced Whole Loan Paying
     Agent by the Master Servicer, remit to each Serviced Companion Loan Holder
     and Serviced B Note Holder by wire transfer in immediately available funds
     to the account of such Serviced Companion Loan Holder or Serviced B Note
     Holder or an agent therefore appearing on the Serviced Whole Loan Holder
     Register on the related date such amounts are required to be remitted (or,
     if no such account so appears or information relating thereto is not
     provided at least five (5) Business Days prior to the date such amounts are
     required to be remitted, by check sent by first-class mail to the address
     of such Serviced Companion Loan Holder or Serviced B Note Holder or its
     agent appearing on the Serviced Whole Loan Holder Register) the portion of
     the applicable Serviced Whole Loan Remittance Amount allocable to such
     Serviced Companion Loan Holder or Serviced B Note Holder.

                   (g) The Serviced Whole Loan Paying Agent shall, upon receipt,
     deposit in the applicable Serviced Companion Loan Distribution Account any
     and all amounts received by the Serviced Whole Loan Paying Agent 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
     such Serviced Companion Loan Distribution Account, the Master Servicer
     shall not have delivered to the Serviced Whole Loan Paying Agent for
     deposit in the applicable Serviced Companion Loan Distribution Account any
     of the amounts required to be deposited therein, then the Serviced Whole
     Loan Paying Agent shall provide notice of such failure to a Servicing
     Officer of the Master Servicer by facsimile transmission sent to facsimile
     no. (215) 328-3478 (or such alternative number provided by the Master
     Servicer to the Serviced Whole Loan Paying Agent in writing) and by
     telephone at telephone no. (215) 328-1258 (or such alternative number
     provided by the Master Servicer to the Serviced Whole Loan Paying Agent in
     writing) as soon as possible, but in any event before 5:00 p.m. (New York
     City time) on such day. If the Master Servicer and the Serviced Whole Loan
     Paying Agent are the same Person notwithstanding anything to the contrary
     in this Section 3.05(g), such Person shall not be required to establish a
     Serviced Companion Loan Distribution Account and deposit amounts therein
     and, instead, shall be permitted to make the distributions required by this
     Section 3.05(g) to the applicable Serviced Companion Loan Holder or
     Serviced B Note Holder directly from the related Serviced Whole Loan
     Custodial Account.

     Section 3.06 Investment of Funds in the Certificate Account, the
Distribution Account, the Excess Liquidation Proceeds Reserve Account, the
Interest Reserve Account, the REO Account and the Serviced Whole Loan Custodial
Accounts.

                   (a) (i) The Master Servicer may direct any depository
     institution maintaining the Certificate Account, a Serviced Whole Loan
     Custodial 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, (A) no later
     than the Business Day immediately preceding the next

                                     -145-
<PAGE>

     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 (B) 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 Certificate Account, the Serviced Whole Loan Custodial
     Accounts, 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 Serviced Whole Loan
     Custodial 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: (i) consistent
     with any notice required to be given thereunder, demand that payment be
     made on the last day such Permitted Investment may otherwise mature
     hereunder in an amount equal to the lesser of (A) all amounts then payable
     thereunder and (B) the amount required to be withdrawn on such date; and
     (ii) 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 or any Serviced Whole Loan Custodial
     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

                                     -146-
<PAGE>

     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, any Serviced Whole Loan Custodial
     Account, and to the extent the Master Servicer has discretion to direct 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 and Serviced Whole Loans (other than Specially Serviced Mortgage
     Loans, the AFR/Bank of America Portfolio Mortgage Loan and the Tysons
     Corner Center Mortgage Loan)) and the Special Servicer (solely 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 any such determination that such insurance is not available
     at commercially reasonable terms shall be consented to by the Majority
     Certificateholder of the Controlling Class); 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 or
     REO Loan) shall (to the extent available at commercially reasonable terms
     as determined by the Master Servicer, which shall be entitled to rely on an
     opinion of counsel or insurance consultants in making such determination,
     provided that, subject to the Servicing

                                     -147-
<PAGE>

     Standard, such final determination shall be consented to by the Majority
     Certificateholder of the Controlling Class) 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) or 3.05(e). 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 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 or Serviced Whole 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 or Serviced Whole Loan. With respect to any Mortgage Loan
     (other than the AFR/Bank of America Portfolio Mortgage Loan and the Tysons
     Corner Center Mortgage Loan) or any Serviced Whole Loan, if (i) the
     Mortgagor is required by the terms of the Mortgage Loan or Serviced Whole
     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 or Serviced Whole Loan
     permit the mortgagee to require the Mortgagor to obtain such insurance, the
     Master Servicer (or in the case of any 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 any 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) or 3.05(e);
     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 (or with
     respect to any Serviced Whole Loan, of the Certificateholders and, to the
     extent applicable, any related Serviced Companion Loan Holders and Serviced
     B Note Holders), then the Master Servicer shall make such payment from
     amounts in the Certificate Account or, with respect to any Serviced Whole
     Loan, from the related Serviced Whole Loan Custodial 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

                                     -148-
<PAGE>

     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 or Serviced Whole
     Loan documents and the Servicing Standard) shall be deposited in the
     Certificate Account or, with respect to the any Serviced Whole Loan,
     deposited in the related Serviced Whole Loan Custodial Account, subject to
     withdrawal pursuant to Section 3.05(a) and Section 3.05(e), respectively,
     in the case of amounts received in respect of a Mortgage Loan, Serviced
     Companion Loan or Serviced B Note, 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 or Serviced Whole Loan, notwithstanding that the
     terms of such Mortgage Loan or Serviced Whole Loan so permit, but shall be
     recoverable by the Master Servicer as a Servicing Advance pursuant to
     Section 3.05(a) or Section 3.05(e), as applicable.

                   (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, with respect
     to any Serviced Whole Loan, deposited in the related Serviced Whole Loan
     Custodial 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 (and with respect to the
     Serviced Whole Loans, the related Serviced Companion Loan Holders and
     Serviced B Note Holders), 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

                                     -149-
<PAGE>

     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, with
     respect to any Serviced Whole Loan, deposit into the related Serviced Whole
     Loan Custodial 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 (and with respect any Serviced Whole Loan, the related
     Serviced Companion Loan Holders and Serviced B Note Holders), 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 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, Serviced Whole 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 and
     (y) "A" by Fitch; provided, however, that the requirements of clauses (x)
     or (y) shall not be applicable with respect to Standard & Poor'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 or any related Serviced Companion Loan Securities.
     Notwithstanding the foregoing, so long as the long-term debt or the deposit
     obligations or claims-paying ability of the Master Servicer or Special
     Servicer (or its immediate or remote parent) is rated at least "A" by
     Standard & Poor's and "A" by Fitch, the Master Servicer or

                                     -150-
<PAGE>

     Special Servicer, respectively, shall be allowed to provide self-insurance
     with respect to a fidelity bond and such errors and omissions policy.
     Coverage of the Master Servicer or the Special Servicer under a policy or
     bond obtained by an Affiliate of the Master Servicer or the Special
     Servicer and providing the coverage required by this Section 3.07(c) shall
     satisfy the requirements of this Section 3.07(c).

     Section 3.08 Enforcement of Due-On-Sale Clauses; Assumption Agreements;
Subordinate Financing; Defeasance.

              (a) As to each Mortgage Loan (other than the AFR/Bank of America
     Portfolio Mortgage Loan and the Tysons Corner Center Mortgage Loan) and
     each Serviced Companion Loan or Serviced B Note which contains a provision
     in the nature of a "due-on-sale" clause, which by its terms:

                   (i) provides that such Mortgage Loan, Serviced Companion Loan
     or Serviced B Note 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, Serviced Companion
     Loan or Serviced B Note may not be assumed without the consent of the
     mortgagee in connection with any such sale or other transfer,

     then, subject to Section 3.08(c), 3.24, 3.28, 3.31(b) and 3.32(a), 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,
     Serviced Companion Loan or Serviced B Note (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 by, in accordance with the
     preceding sentence, the Mortgage Loan, Serviced Companion Loan or Serviced
     B Note 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 of the Mortgage Loan, Serviced Companion Loan or
     Serviced B Note 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, with a copy to the Master Servicer, 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) Standard & Poor's, in
     the case of any Mortgage Loan or any group of Cross-Collateralized Mortgage
     Loans that has, or any Mortgage

                                     -151-
<PAGE>

     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, or (B) 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 Standard & Poor's (in the case of
     any Mortgage Loan described in clause (A) above) and/or Fitch (in the case
     of any Mortgage Loan described in clause (B) above) prior to executing such
     assumption agreement or substitution of liability agreement.

                   (b) As to each Mortgage Loan (other than the AFR/Bank of
     America Portfolio Mortgage Loan and the Tysons Corner Center Mortgage
     Loan), Serviced Companion Loan or Serviced B Note which contains a
     provision in the nature of a "due-on-encumbrance" clause, which by its
     terms:

                       (i) provides that such Mortgage Loan, Serviced Companion
     Loan or Serviced B Note 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, subject to Section 3.28, 3.31(b) and 3.32(a), 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, Serviced Companion Loan or
     Serviced B Note (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) Standard & Poor's (in all cases) and (B) 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 Agency may reasonably request,
     and shall obtain Rating Agency Confirmation from Standard & Poor's (in all
     cases) prior to waiving any such right and/or Fitch (in the case of any
     Mortgage Loan described in clause (B) above).

              (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, Serviced Companion Loan or Serviced B Note
     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

                                     -152-
<PAGE>

     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 ten Business Days) its receipt of such notice,
     recommendations, analysis, and reasonably requested documents from the
     Master Servicer; provided, further, that if the Majority Certificateholder
     of the Controlling Class does not reject such recommendation within five
     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 or Serviced Whole Loan
     documents specifically preclude this requirement).

                   (d) With respect to any Mortgage Loan (other than the
     AFR/Bank of America Portfolio Mortgage Loan and the Tysons Corner Center
     Mortgage Loan), Serviced Companion Loan or Serviced B Note 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, Serviced Companion Loan or Serviced B Note 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 a Single Loan
     REMIC (other than the Carson Pirie Scott 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;

                       (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, Serviced Companion Loan or Serviced B Note;

                       (iv) The Mortgagor shall have delivered a security
     agreement granting the Trustee (on behalf of the Trust Fund and, with
     respect to any Serviced Companion Loan or Serviced B Note, the related
     Serviced Companion Loan Holders or Serviced B Note Holders) a first
     priority security interest in the Defeasance Collateral;

                                     -153-
<PAGE>

                       (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 and, with respect to any Serviced Companion Loan or Serviced B Note,
     the related Serviced Companion Loan Holders or Serviced B Note Holders) 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, the
     Master Servicer shall have received Rating Agency Confirmation from each of
     Fitch and Standard & Poor's and any other Rating Agency then rating any
     related Serviced Companion Loan Securities with respect to the exercise of
     such Defeasance Option; provided, (A) that if the Master Servicer provides
     Standard & Poor's with the written certification substantially in the form
     of Exhibit I attached hereto, the Master Servicer shall be required to have
     received such Rating Agency Confirmation from Standard & Poor's only with
     respect 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 be
     required to have received such Rating Agency Confirmation from 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 Loan, Serviced Companion
     Loan or Serviced B Note 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, Serviced
     Companion Loan or Serviced B Note 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,

                                     -154-
<PAGE>

     Serviced Companion Loan or Serviced B Note, 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, Serviced Companion Loan or Serviced
     B Note 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, Serviced Companion Loan or Serviced B
     Note 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 AFR/Bank of America Portfolio Mortgage Loan and the
     Tysons Corner Center Mortgage Loan) or any Serviced Companion Loan or
     Serviced B Note. 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, Serviced Companion
     Loan or Serviced B Note) 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,
     Serviced Companion Loan or Serviced B Note. 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 Sections 3.05(a) and 3.05(e), as applicable.
     The Master Servicer shall 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 Sections
     3.05(a) and 3.05(e), and further subject to the Special Servicer being
     required to pay out of the related Liquidation Proceeds any

                                     -155-
<PAGE>

     Liquidation Expenses incurred in respect of any Mortgage Loan, Serviced
     Companion Loan or Serviced B Note, 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 AFR/Bank of America
     Portfolio Mortgage Loan and the Tysons Corner Center Mortgage Loan),
     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, Serviced Companion
     Loan or Serviced B Note) 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
     or the related Serviced Whole Loan Custodial Account, as applicable,
     pursuant to Sections 3.05(a) and 3.05(e), as applicable) 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 or, with respect to any Serviced Whole
     Loan, on behalf of the Certificateholders, the related Serviced Companion
     Loan Holders and Serviced B Note Holders, 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

                                     -156-
<PAGE>

     matters and related costs) on the information set forth in such
     Environmental Assessment, determines that:

                       (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 (and if the Mortgaged
     Property is related to a Serviced Whole Loan, to Certificateholders and, to
     the extent applicable, the related Serviced Companion Loan Holders and
     Serviced B Note Holders) 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 (and if the Mortgaged Property is related to a Serviced
     Whole Loan, to Certificateholders and, to the extent applicable, the
     related Serviced Companion Loan Holders and Serviced B Note Holders) 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 or, with respect to any Serviced Whole Loan, from the
     related Serviced Whole Loan Custodial Account, by the Master Servicer at
     the direction of the Special Servicer pursuant to Sections 3.05(a) and
     3.05(e), as applicable; 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 and, with
     respect to any Serviced Whole Loan, in the best economic interest of the
     Trust Fund and the related Serviced Companion Loan Holders and Serviced B
     Note Holders (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 and, with respect to the Serviced Whole Loans, to the
     related Serviced Companion Loan Holders and Serviced B Note Holders)
     regarding any actions taken by the Special Servicer with respect to any
     Mortgaged Property securing a Defaulted Mortgage

                                     -157-
<PAGE>

     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 notify the Master Servicer of
     any foreclosed or abandoned properties which require reporting to the
     Internal Revenue Service. Based on information provided by the Special
     Servicer, the Master Servicer shall report to the Internal Revenue Service
     and to 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. The Special Servicer shall promptly provide to
     the Master Servicer information necessary to file such report. The Master
     Servicer shall deliver a copy of any such report to the Trustee. With
     respect to this Section 3.09(f), the Master Servicer may conclusively rely
     upon the information provided to it by the Special Servicer.

                   (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 Companion Loan or Serviced B Note serviced
     hereunder if the state in which the Mortgaged Property is located and the
     terms of the Mortgage Loan, Serviced Companion Loan or Serviced B Note
     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, Serviced
     Companion Loan or Serviced B Note, 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, with respect to any Serviced Whole Loan, the related Serviced
     Companion Loan Holders and Serviced B Note Holders) 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 into the
     Certificate Account pursuant to Section 3.04(a) or, with respect to a
     Serviced Whole Loan, into the related Serviced Whole Loan Custodial Account
     pursuant to Section 3.04(e), as applicable, 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 (and, in the case of a
     Serviced Companion Loan or Serviced B Note, the Trustee shall direct each
     related Serviced Companion Loan Holder or Serviced B Note Holder, as
     applicable, to release the Mortgage Note for such Serviced

                                     -158-
<PAGE>

     Companion Loan or Serviced B Note) 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 or, with respect to a Serviced Whole Loan, to
     the related Serviced Whole Loan Custodial Account.

                   (b) From time to time as is appropriate for servicing or
     foreclosure of any Mortgage Loan (other than a Non-Serviced Mortgage Loan),
     Serviced Companion Loan or Serviced B Note, 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,
     Serviced Companion Loan or Serviced B Note 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) or, with respect to a Serviced Whole Loan, into the related
     Serviced Whole Loan Custodial Account pursuant to Section 3.04(e), as
     applicable, 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.

                   (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.

                   (d) If from time to time with respect to any Non-Serviced
     Mortgage Loan, pursuant to the terms of the related Intercreditor Agreement
     and the related Other Pooling and Servicing Agreement, and as appropriate
     for enforcing the terms of the Non Serviced Mortgage Loan, the related
     Non-Serviced Mortgage Loan Servicer requests delivery to it of the original
     Mortgage Note for the Non-Serviced Mortgage Loan, then the Trustee shall
     release or cause the release of such original Mortgage Note to the related
     Non-Serviced Mortgage Loan Servicer or its designee. In connection with the
     release of the original Mortgage Note for the related Non-Serviced Mortgage
     Loan in accordance with the preceding sentence, the Trustee shall only be
     required to deliver such Mortgage Note to the related Non-Serviced Mortgage
     Loan Servicer upon delivery to the Trustee of a custodial agreement which
     shall evidence the holding by the

                                     -159-
<PAGE>

     related Non-Serviced Mortgage Loan Servicer of such original Mortgage Note
     as custodian on behalf of and for the benefit of the Trustee.

     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, each Serviced Companion Loan, the Will-O-Wisp
     Apartments B Note (subject to Section 3.29(e)) and each REO Loan. As to
     each Mortgage Loan, each Serviced Companion Loan, the Will-O-Wisp
     Apartments B Note (subject to Section 3.29(e)) 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,
     Serviced Companion Loan or Serviced B Note or deemed to be due on such REO
     Loan is computed. The Servicing Fee with respect to any Mortgage Loan, any
     Serviced Companion Loan, the Will-O-Wisp Apartments B Note 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, each Serviced Companion Loan
     and the Will-O-Wisp Apartments B Note (subject to Section 3.29(e)), REO
     Revenues allocable as interest on each REO Loan and the interest portion of
     Delinquency Advances on such Mortgage Loan, Serviced Companion Loan,
     Serviced B Note and REO Loan. The Master Servicer shall be entitled to
     recover unpaid Servicing Fees in respect of any Mortgage Loan, any Serviced
     Companion Loan, the Will-O-Wisp Apartments B Note 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 AFR/Bank of America Portfolio Mortgage Loan and the Tysons Corner
     Center Mortgage Loan) or a Serviced Companion Loan or Serviced B Note that
     is not a Specially Serviced Mortgage Loan, is not required to be deposited
     in the Certificate Account or, with respect to any Serviced Whole Loan, is
     not required to be deposited in the related Serviced Whole Loan Custodial
     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,
     any Serviced Companion Loan or Serviced B Note other than Specially
     Serviced Mortgage Loans, any Penalty Charges not allocable to pay Advance
     Interest collected on the Mortgage Loans, such Serviced Companion Loan or
     Serviced B Note; (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 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

                                     -160-
<PAGE>

     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); provided, with
     respect to any Serviced Whole Loan, earned but unpaid Special Servicing
     Fees shall first be payable monthly out of general collections on the
     applicable Serviced Whole Loan or related REO Property on deposit in the
     related Serviced Whole Loan Custodial Account pursuant to Section 3.05(e).

              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, Serviced Companion Loan or Serviced B Note, as the case may
     be, 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, Serviced Companion Loan or Serviced B Note 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, Serviced Companion Loan or Serviced B Note 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, Serviced Companion Loan or Serviced B Note otherwise meets
     the requirements of a Corrected Mortgage Loan, with the Workout Fee with
     respect to such Mortgage Loan, Serviced Companion Loan or Serviced B Note
     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

                                     -161-
<PAGE>

     each case until the Workout Fee for any such loan ceases to be payable in
     accordance with the preceding sentence.

              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, the Special Servicer or the Depositor pursuant to
     Section 9.01 or by a Serviced Companion Loan Holder or Serviced B Note
     Holder pursuant to the related Serviced Whole Loan Intercreditor
     Agreement). 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, Serviced Companion Loan or Serviced B Note
     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, Serviced Companion
     Loan or Serviced B Note shall not be paid from the same proceeds on or with
     respect to such Mortgage Loan, Serviced Companion Loan or Serviced B Note.

              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 AFR/Bank of America
     Portfolio Mortgage Loan and the Tysons Corner Center Mortgage Loan),
     Serviced Companion Loan or Serviced B Note 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) or, with respect to any Serviced Whole
     Loan, in the related Serviced Whole Loan Custodial Account pursuant to
     Section 3.04(e). 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

                                     -162-
<PAGE>

     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 by it insuring against hazard losses pursuant to
     Section 3.07(b)) and, if and to the extent such expenses are not payable
     directly out of the Certificate Account, any Serviced Whole Loan Custodial
     Account, the REO Account or any Serviced Whole Loan REO Account, 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 to make such Advance
     (subject to Section 3.11(h) below), make such Advance.

                   (f) (i) With respect to each Mortgage Loan (other than the
     AFR/Bank of America Portfolio Mortgage Loan and the Tysons Corner Center
     Mortgage Loan), 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 with respect
     to such Mortgage Loan or related Mortgaged Property 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 and (ii) with respect to each Serviced Whole Loan, 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 with respect to such Serviced
     Whole Loan or related Mortgaged Property for so long as such Servicing
     Advance is outstanding, payable, first, out of Penalty Charges received on
     such Serviced Whole Loan or the related REO Loan, second, once such
     Servicing Advance has been reimbursed pursuant to Section 3.05, out of
     collections on the Serviced Whole Loan or related REO Property, and third,
     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
     (if any) by wire transfer in immediately available funds to an account
     designated by the related Strip Holder.

                   (h) Notwithstanding anything to the contrary set forth
     herein, neither the Master Servicer nor the Trustee shall be required to
     make any Servicing Advance that it or the Special Servicer determines in
     its reasonable, good faith judgment would constitute a Nonrecoverable
     Servicing Advance (it being understood that, notwithstanding anything
     herein to the contrary, the Special Servicer shall have no right to make an
     affirmative determination that

                                     -163-
<PAGE>

     any Servicing Advance is, or would be, recoverable and, in the absence of
     any determination by the Special Servicer that a Servicing Advance is, or
     would be, a Nonrecoverable Servicing Advance, all determinations of
     recoverability shall remain with the Master Servicer or the Trustee, as
     applicable.); 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 and, with respect to any
     Serviced Whole Loan, the related Serviced Companion Loan Holders and
     Serviced B Note Holders, then the Master Servicer shall make such payment
     from amounts in the Certificate Account or the related Serviced Whole Loan
     Custodial Account, as applicable. 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 the
     Trustee, as applicable, (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 reports, that the Master Servicer or the Special
     Servicer may have obtained and that supports such determination. In
     addition, any Person, in considering whether (i) any Servicing Advance is
     or (ii) any proposed Servicing Advance, if made, would constitute, a
     Nonrecoverable Servicing Advance, will be entitled to give due regard to
     the existence of any Nonrecoverable Advance or Workout-Delayed
     Reimbursement Amounts with respect to other Mortgage Loans, the recovery of
     which is being deferred or delayed at the time of such consideration by the
     Master Servicer or, if applicable, the Trustee, in light of the fact that
     proceeds on the related Mortgage Loan are a source of recovery not only for
     the Servicing Advance under consideration, but also as a potential source
     of recovery of such Nonrecoverable Advance or Workout-Delayed Reimbursement
     Amounts which are or may be being deferred or delayed. 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.

                                     -164-
<PAGE>

                       (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, Serviced Companion Loan or Serviced B Note 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, Serviced Companion Loan or Serviced B Note 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, Serviced Companion Loan or Serviced B Note 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, Serviced Companion Loan or Serviced B Note 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 the AFR/Bank of
     America Portfolio Mortgage Loan and the Tysons Corner Center Mortgage Loan
     or Specially Serviced Mortgage 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, Serviced
     Companion Loan or Serviced B Note 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, Serviced Companion Loan or Serviced B Note. The Special
     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 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

                                     -165-
<PAGE>

     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 AFR/Bank of America Portfolio Mortgage Loan and the Tysons
     Corner Center Mortgage Loan or Specially Serviced Mortgage Loans), Serviced
     Companion Loan or Serviced B Note, 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 the
     Special Servicer, upon request, shall each deliver copies of the collected
     items to the other such party and the Trustee in each case within ten 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 and the Serviced Whole Loan Paying Agent (who shall deliver
     to each Serviced Companion Loan Holder and Serviced B Note Holder), with a
     copy to the Depositor, on or before March 15th of each year, beginning in
     2005, 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 2005, 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 the Serviced Whole Loan Paying
     Agent (who shall deliver to each Serviced Companion Loan Holder and
     Serviced B Note Holder) 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
     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

                                     -166-
<PAGE>

     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, a holder of a Serviced
     Companion Loan Security or any Serviced Companion Loan Holder or Serviced B
     Note Holder, access to any documentation regarding the Mortgage Loans, the
     Serviced Companion Loans, the Serviced B Note 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 the applicable Certificateholders, Serviced
     Companion Loan Security holder or Serviced Companion Loan Holder or
     Serviced B Note Holder, as the case may be, 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 (and with respect to any Serviced Whole Loan, on
     behalf of the Certificateholders and, to the extent applicable, the related
     Serviced Companion Loan Holders and Serviced B Note Holders). The Special
     Servicer,

                                     -167-
<PAGE>

     on behalf of the Trust Fund (and with respect to any Serviced Whole Loan,
     on behalf of Certificateholders and, to the extent applicable, the related
     Serviced Companion Loan Holders and Serviced B Note Holders), 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
     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 or cause
     any REMIC that holds a Serviced Companion Loan or Serviced B Note to fail
     to qualify as a REMIC. 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. If such REO Acquisition occurs with respect to the Mortgaged
     Property securing the a Serviced Whole Loan, the Special Servicer shall
     establish an REO Account solely with respect to such property (a "Serviced
     Whole Loan REO Account"), to be held for the benefit of the
     Certificateholders and, to the extent applicable, the related Serviced
     Companion Loan Holders and Serviced B Note Holders. The Special Servicer
     shall deposit, or cause to be deposited, in the REO Account, within two (2)
     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
     (and with respect to any Serviced Whole Loan REO Account, the related
     Serviced Companion Loan Holders and

                                     -168-
<PAGE>

     Serviced B Note Holders) 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 with respect to a Serviced Whole
     Loan, shall withdraw from the related Serviced Whole Loan REO Account, and
     deposit into the related Serviced Whole Loan Custodial Account) or deliver
     to the Master Servicer (which shall deposit such amounts into the
     Certificate Account or the related Serviced Whole Loan Custodial Account,
     as applicable) 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 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

                                     -169-
<PAGE>

                       (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) or, with respect to any
     Serviced Whole Loan, the related Serviced Companion Loan Holders and
     Serviced B Note Holders). 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
     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 and, with respect to any Serviced Whole Loan,
     the Trust Fund and the related Serviced Companion Loan Holders and Serviced
     B Note Holders, 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 any Serviced Companion Loan Holder
     or Serviced B Note Holder 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 and with respect to Serviced Whole
     Loans, the related Serviced Companion Loan Holders and Serviced B Note
     Holders, 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

                                     -170-
<PAGE>

     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 and, with respect to any Serviced
     Whole Loan, the Certificateholders and, to the extent applicable, any
     related Serviced Companion Loan Holders and Serviced B Note Holders, (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:

                   (c) all insurance premiums due and payable in respect of such
     REO Property;

                       (i) all real estate taxes and assessments in respect of
     such REO Property that may result in the imposition of a lien thereon;

                       (ii) any ground rents in respect of such REO Property;
     and

                       (iii) 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.

                   (d) The Special Servicer may contract with any Independent
     Contractor for the operation and management of any REO Property; provided:

                       (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

                                     -171-
<PAGE>

     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, any Mortgage Loan only on the terms and subject to the
     conditions set forth in this Section 3.18, any applicable Serviced Whole
     Loan Intercreditor Agreement, or as otherwise expressly provided in or
     contemplated by Sections 2.03(a), 3.29(a) and 9.01 (and, with respect to
     any Mezzanine Mortgage Loan, subject the purchase rights of the related
     Mezzanine Lender under the related Mezzanine Intercreditor Agreement).

                   (b) In the event that any Mortgage Loan (other than the
     AFR/Bank of America Portfolio Mortgage Loan and the Tysons Corner Center
     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), then the Special Servicer shall promptly so notify in
     writing (an "Option Notice") the Master Servicer and the Trustee, and the
     Trustee shall promptly notify, in writing, the Holders of the Controlling
     Class, and with respect to any Serviced Whole Loan, each related Serviced
     Companion Loan Holder and Serviced B Note Holder, and with respect to any
     Mezzanine Mortgage Loan, the related Mezzanine Lender. 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 (and, with respect to any
     Mezzanine Mortgage Loan, subject the purchase rights of the related
     Mezzanine Lender under the related Mezzanine Intercreditor Agreement). The
     Option is exercisable from that date (or, with respect to any Mezzanine
     Mortgage Loan, the date upon which the exclusive purchase rights, if any,
     of the related Mezzanine Lender expire) until terminated pursuant to
     subsection (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), this Section 3.18, Section 9.01 or the
     related Mezzanine Intercreditor Agreement). Any Option Holder that
     exercises the Option shall be required to purchase the

                                     -172-
<PAGE>

     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 the alloted time set forth herein for such Option Holder 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 subsection (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
     exclusive 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 its assignee within 60 Business Days of the Option
     Notice then the applicable Mortgage Loan Seller or its assignee shall have
     the exclusive right to exercise its Purchase Option, and the applicable
     Mortgage Loan Seller or its respective assignee may exercise such Option at
     any time during the 30 Business Day period immediately following the
     expiration of such initial 60 day period. Following the expiration of such
     30 Business Day period, the Majority Certificateholder of the Controlling
     Class shall again have the exclusive right to exercise or assign the
     Purchase Option.

                   (c) The "Option Purchase Price" of a Mortgage Loan (other
     than the AFR/Bank of America Portfolio Mortgage Loan and the Tysons Corner
     Center Mortgage Loan) shall be an amount equal to the fair market value of
     such 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 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. 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

                                     -173-
<PAGE>

     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.

                   (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 Mortgage
     Loan and, if applicable, each related Serviced Companion Loan and Serviced
     B Note, as provided in subsection (k) below. 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, Serviced B Note
     Holder, Mezzanine Lender or other Person holding a purchase right and
     permitted to purchase in accordance with

                                     -174-
<PAGE>

     this Section 3.18 exercises an Option or such purchase right, the Special
     Servicer shall continue to service and administer the Mortgage Loan or
     Serviced Whole Loan, as applicable, 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 and, with respect to any
     Serviced Whole Loan, the Trust Fund and the related Serviced Companion Loan
     Holders and Serviced B Note Holders 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
     or Serviced Companion Loan Holder or Serviced B Note Holder 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 Mortgage Loan. 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 or, if applicable, to the related Mezzanine Lender.

                   (j) Subject to subsection (k) below, a Mortgage Loan related
     to a Serviced Whole Loan may be sold pursuant to an Option upon the
     exercise of such Option and delivery of written notice of the Option
     Purchase Price thereof, to any related Serviced Companion Loan Holder or
     Serviced B Note Holder, as applicable.

                   (k) If the Two Gateway Center Companion Loan has been
     securitized pursuant to a Serviced Companion Loan Securitization Agreement,
     any purchaser purchasing the Two Gateway Center Mortgage Loan in accordance
     with the provisions of this Section 3.18 shall also be entitled to purchase
     the Two Gateway Center Companion Loan at the applicable Option Purchase
     Price as determined by the Special Servicer in accordance with the
     methodology set forth in subsection (c) above, subject, however, to the
     right of the Directing Certificateholder under such Serviced Companion Loan
     Securitization Agreement to purchase the Two Gateway

                                     -175-
<PAGE>

     Center Companion Loan at such Option Purchase Price. Any purchaser of the
     Two Gateway Center Companion Loan shall follow the procedures set forth in
     this Section 3.18 for purchasing the Two Gateway Center Companion Loan.

                   (l) With respect to the AFR/Bank of America Portfolio
     Mortgage Loan, upon receipt of notice by the Master Servicer or the Trustee
     that the GMACCM 2003-C3 Majority Certificateholder of the Controlling Class
     is exercising its purchase option in accordance with Section 3.18 of the
     GMACCM 2003-C3 Pooling and Servicing Agreement, which notice shall also set
     forth the fair market value of the AFR/Bank of America Portfolio Mortgage
     Loan, the Master Servicer or the Trustee, as applicable, shall give such
     notice to the Majority Certificateholder of the Controlling Class. The
     Majority Certificateholder of the Controlling Class, upon receipt of such
     notice, shall have the right to purchase the AFR/Bank of America Portfolio
     Mortgage Loan (but not any AFR/Bank of America Portfolio Companion Loans or
     the AFR/Bank of America Portfolio B Note) from the Trust Fund and shall be
     entitled to purchase such loan at the fair value price set forth in such
     notice. The Majority Certificateholder of the Controlling Class shall
     follow the procedures set forth in this Section 3.18 for purchasing the
     AFR/Bank of America Portfolio Mortgage Loan. If the Majority
     Certificateholder of the Controlling Class does not exercise its option to
     purchase the AFR/Bank of America Portfolio Mortgage Loan within 30 Business
     Days after receipt of such notice, such Option will terminate with respect
     to the AFR/Bank of America Portfolio Mortgage Loan and the GMACCM 2003-C3
     Majority Certificateholder of the Controlling Class shall be required to
     purchase the AFR/Bank of America Portfolio Mortgage Loan at an option
     purchase price determined by the GMACCM 2003-C3 Special Servicer in
     accordance with Section 3.18 of the GMACCM 2003-C3 Pooling and Servicing
     Agreement. If the GMACCM 2003-C3 Majority Certificateholder of the
     Controlling Class Representative does not exercise this purchase option,
     then the applicable mortgage loan seller identified in the GMACCM 2003-C3
     Pooling and Servicing Agreement will have the right to exercise the
     purchase option pursuant to the GMACCM 2003-C3 Pooling and Servicing
     Agreement and, if such mortgage loan seller exercises such option, it will
     be required to purchase the AFR/Bank of America Portfolio Mortgage Loan
     from the Trust.

                   (m) With respect to the Tysons Corner Center Mortgage Loan,
     upon receipt of notice by the Master Servicer or the Trustee from the COMM
     2004-LNB2 Trustee that the Tysons Corner Center Whole Loan has become a
     "Defaulted Mortgage Loan" (as defined in the COMM 2004-LNB2 Pooling and
     Servicing Agreement), which notice shall also set forth the fair market
     value of the Tysons Corner Center Mortgage Loan, the Trustee shall give
     such notice to the Majority Certificateholder of the Controlling Class. The
     Majority Certificateholder of the Controlling Class, upon receipt of such
     notice, shall have the right to purchase the Tysons Corner Center Mortgage
     Loan (but not any Tysons Corner Center Companion Loan) and shall be
     entitled to purchase such loan at the fair value price set forth in the
     notice. Such purchase option shall otherwise be on the same terms as the
     purchase option provided to the "directing certificateholder" under Section
     3.18(c) of the COMM 2004-LNB2 Pooling and Servicing Agreement.

                   (n) Any purchase of a Mezzanine Mortgage Loan pursuant to
     this Section 3.18 shall be subject to the purchase rights (if any) of the
     related Mezzanine Lender under the related Mezzanine Intercreditor
     Agreement.

                                     -176-
<PAGE>

     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
     (and with respect to any Serviced Whole Loan, the Certificateholders and,
     to the extent applicable, any related Serviced Companion Loan Holders and
     Serviced B Note Holders) 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 (and with respect to each Serviced Whole Loan, the related
     Serviced Companion Loan Holders and Serviced B Note Holders) 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 the Special Servicer
     or an Affiliate of the Special Servicer, and by the Trustee, if the highest
     bidder is the Special Servicer or an Affiliate of the Special Servicer;
     provided, however, that no bid from the Special Servicer or an Affiliate of
     the Special Servicer 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
     the Special Servicer or an Affiliate of the Special Servicer 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, 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

                                     -177-
<PAGE>

     (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 the Special Servicer or an
     Affiliate of the Special Servicer 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 or Serviced Whole Loan, as applicable, 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 (and with respect to the
     Serviced Whole Loans, the related Serviced Companion Loan Holders and
     Serviced B Note Holders) (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 or the applicable Serviced Whole Loan Custodial
     Account, as the case may be. 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 or Serviced Companion Loan Holder or Serviced B Note
     Holder 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 with respect to the Serviced Whole
     Loans, the related Serviced Companion Loan Holders and Serviced B Note
     Holders, 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 and, with respect to the
     Serviced Whole Loans, in the best interests of the Certificateholders and,
     to the extent applicable, any related Serviced Companion Loan Holders and
     Serviced B Note Holders (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).

                                     -178-
<PAGE>

     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 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 (i)
     although not characterized by the Special Servicer as a Nonrecoverable
     Servicing Advance, is or would be, if made, a Nonrecoverable Servicing
     Advance, or (ii) 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 AFR/Bank of America Portfolio Mortgage Loan and the
     Tysons Corner Center Mortgage Loan) or a Serviced Companion Loan or
     Serviced B Note 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 AFR/Bank of America
     Portfolio Mortgage Loan and the Tysons Corner Center Mortgage Loan),
     Serviced Companion Loan or Serviced B Note (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 AFR/Bank of America
     Portfolio Mortgage Loan and the Tysons Corner Center Mortgage Loan),
     Serviced

                                     -179-
<PAGE>

     Companion Loan or Serviced B Note, (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
     AFR/Bank of America Portfolio Mortgage Loan and the Tysons Corner Center
     Mortgage Loan) or any Serviced Companion Loan or Serviced B Note becomes an
     REO Property (each such Mortgage Loan, Serviced Companion Loan or Serviced
     B Note 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 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. 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 and, with
     respect to any such Appraisal related to a Serviced Whole Loan, to each
     related Serviced Companion Loan Holder and Serviced B Note Holder.

              Notwithstanding the foregoing, if a Required Appraisal Loan has a
     principal balance of less than $2,000,000, a desktop estimation of value by
     the Special Servicer 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 AFR/Bank of America Portfolio Mortgage Loan and the Tysons Corner
     Center Mortgage Loan) 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 and
     excluding the AFR/Bank of America Portfolio Mortgage Loan and the Tysons
     Corner Center Mortgage Loan) 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

                                     -180-
<PAGE>

     Prepayments received in respect of Late Due Date Mortgage Loans during the
     most recently ended Collection Period.

                   (g) With respect to any 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 any 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 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
     AFR/Bank of America Portfolio Mortgage Loan and the Tysons Corner Center
     Mortgage Loan), Serviced Companion Loan or Serviced B Note 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 AFR/Bank of America Portfolio Mortgage Loan
     and the Tysons Corner Center Mortgage Loan), Serviced Companion Loan or
     Serviced B Note, 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, Serviced Companion Loan
     or Serviced B Note.

                   (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 AFR/Bank of America Portfolio Mortgage Loan and the Tysons Corner
     Center Mortgage Loan), Serviced Companion Loan or, if applicable, the
     Serviced B Note, the Master Servicer shall calculate, based upon the
     Maturity Date, Mortgage Rate and remaining outstanding principal balance of
     such Mortgage Loan, Serviced Companion Loan or Serviced B Note, a revised
     schedule upon which the remaining amount of principal and interest due upon
     such Mortgage Loan, Serviced Companion Loan or Serviced B Note 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.

                                     -181-
<PAGE>

                   (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,
     Serviced Companion Loan or Serviced B Note documents and otherwise
     consistent with the Servicing Standard.

     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 or any Serviced
     Companion Loan or Serviced B Note it is required to service and administer
     hereunder, without the consent of the Trustee or any Certificateholder,
     subject, however, to Section 3.31(b), 3.32(a) and each of the following
     limitations, conditions and restrictions:

                       (i) other than as provided in Sections 3.02 and 3.08, but
     subject to Section 3.21(i), 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, Serviced Companion Loan or Serviced B Note 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, Serviced
     Companion Loan or Serviced B Note 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, Serviced
     Companion Loan or Serviced B Note or reduce the likelihood of timely
     payment of amounts due thereon; provided, the Master Servicer, with the
     consent of the Majority Certificateholder of the Controlling Class, shall
     have the authority to extend the due date of a Balloon Payment for up to
     six months (but for no more than two (2) such six-month extensions) on any
     Mortgage Loan with an original term to maturity of five years or less;
     provided, the Special Servicer (in such capacity) may 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, Serviced Companion Loan or Serviced B Note has
     occurred or a default in respect of payment on such Mortgage Loan, Serviced
     Companion Loan or Serviced B Note is reasonably foreseeable, and such
     modification, waiver, amendment or other action is reasonably likely to
     produce a greater recovery to Certificateholders and, with respect to the

                                     -182-
<PAGE>

     Serviced Whole Loans, the Certificateholders and, to the extent applicable,
     any related Serviced Companion Loan Holders and Serviced B Note Holders 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, Serviced
     Companion Loan or Serviced B Note beyond the date that is two years prior
     to the Rated Final Distribution Date and, in the case of any Mortgage Loan,
     Serviced Companion Loan or Serviced B Note 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, Serviced
     Companion Loan or Serviced B Note;

                       (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 Section
     3.20(h) with respect to, any Mortgage Loan, Serviced Companion Loan or
     Serviced B Note that would (A) cause REMIC I, REMIC II or REMIC III (or any
     Single Loan 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, Serviced
     Companion Loan or Serviced B Note 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 shall 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, Serviced Companion Loan or Serviced B Note,
     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;

                                     -183-
<PAGE>

                       (vi) neither the Master Servicer nor the Special Servicer
     shall, with respect to a Mortgage Loan, Serviced Companion Loan or Serviced
     B Note, other than a Specially Serviced Mortgage Loan release or substitute
     any collateral securing an outstanding Mortgage Loan, Serviced Companion
     Loan or Serviced B Note 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, Serviced Companion Loan or Serviced B Note 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, Serviced Companion Loan or Serviced B Note 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, Serviced Companion Loan or Serviced B Note or any other
     acts referenced in this Section 3.21(a) that is required under the terms of
     such Mortgage Loan, Serviced Companion Loan or Serviced B Note 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 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, Serviced
     Companion Loan or Serviced B Note 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 any Serviced Companion Loan or Serviced B
     Note 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;

                       (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; and

                       (ix) notwithstanding anything to the contrary herein, but
     subject always to the Servicing Standard, following any extensions of the
     due date by the Master Servicer pursuant to subsection (a)(i) above, the
     Special Servicer (and not the Master Servicer) may extend the due date of a
     Balloon Payment for up to one year (subject to a limit of four such
     one-year extensions), provided that such extension would not cause an
     Adverse REMIC Event or an Adverse Grantor Trust Event with respect to the
     Grantor Trust. In connection with such an extension of the due date
     approved by the Special Servicer in accordance with this subsection (b),
     the Special Servicer shall process all requests and related documentation
     and shall be entitled to retain 100% of any modification fee or extension
     fee that is actually paid by the related

                                     -184-
<PAGE>

     Mortgagor. The Special Servicer shall promptly notify the Master Servicer
     of any extension granted by the Special Servicer in accordance with this
     paragraph.

                   (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 (and
     with respect to any Serviced Whole Loan, the Certificateholders and, to the
     extent applicable, any related Serviced Companion Loan Holders and Serviced
     B Note Holders) 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 any Certificateholder, Serviced Companion Loan Holder or
     Serviced B Note Holder, as applicable, be added to the unpaid principal
     balance of the related Mortgage Loan, Serviced Companion Loan or Serviced B
     Note, notwithstanding that the terms of such Mortgage Loan, Serviced
     Companion Loan or Serviced B Note 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,
     Serviced Companion Loan or Serviced B Note 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, Serviced
     Companion Loan or Serviced B Note) 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,
     any Serviced Companion Loan or Serviced B Note entered into pursuant to
     this Section 3.21 shall be in writing.

                   (f) Each of the Master Servicer and the Special Servicer
     shall notify the Trustee and each related Serviced Companion Loan Holder
     and Serviced B Note Holder, if any, in writing, of any modification, waiver
     (other than a waiver of Penalty Charges) or amendment of any term of any
     Mortgage Loan (other than any Non-Serviced Mortgage Loan, unless notified
     of any such amendment by the related Non-Serviced Mortgage Loan Service
     Provider) or any Serviced Companion Loan or Serviced B Note and the date
     thereof, and shall deliver to the Trustee or the related Custodian for
     deposit in the related Mortgage File, an original counterpart

                                     -185-
<PAGE>

     of the agreement relating to such modification, waiver or amendment,
     promptly (and in any event within ten 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 Business Days of the Master Servicer's written
     request (such request to include sufficient information regarding the
     applicable Mortgage Loan, Serviced Companion Loan or Serviced B Note 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, but subject to Section 3.28, Section 3.31(b) and 3.32(a), (i) any
     modifications, waivers or amendments to the AFR/Bank of America Portfolio
     Mortgage Loan shall be subject to the conditions set forth in the GMACCM
     2003-C3 Pooling and Servicing Agreement, (ii) any modifications, waivers or
     amendments to the Tysons Corner Center Mortgage Loan shall be subject to
     the conditions set forth in the COMM 2004-LNB2 Pooling and Servicing
     Agreement and (iii) 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 ten Business
     Days) its receipt of such notice, recommendation, analysis and any
     reasonably requested documents from the Master Servicer; provided, further,
     that if the Majority Certificateholder of the Controlling Class does not
     reject such recommendation within five 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).

              Permitted modifications and other similar actions with respect to
     the Mortgage Loans held by any Single Loan REMIC as described in this
     Section 3.21 shall refer to the Mortgage Loan held by such Single Loan
     REMIC and not the Regular Interest issued by such Single Loan

                                     -186-
<PAGE>

     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 AFR/Bank of
     America Portfolio Mortgage Loan and the Tysons Corner Center Mortgage
     Loan), Serviced Companion Loan or Serviced B Note 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, Serviced
     Companion Loan or Serviced B Note 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 AFR/Bank of America Portfolio Mortgage Loan and the Tysons Corner
     Center Mortgage Loan), Serviced Companion Loan or Serviced B Note, 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,
     Serviced Companion Loan or Serviced B Note, and the Special Servicer's
     right to receive the Special Servicing Fee with respect to such Mortgage
     Loan, Serviced Companion Loan or Serviced B Note, shall terminate, and the
     obligations of the Master Servicer to service and administer such Mortgage
     Loan, Serviced Companion Loan or Serviced B Note 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.

              The Master Servicer, upon the occurrence of a Servicing Transfer
     Event with respect to any Serviced Companion Loan or Serviced B Note, and
     the Special Servicer upon a determination that such Specially Serviced
     Mortgage Loan has become a Corrected Mortgage Loan, shall promptly give
     written notice thereof to the related Serviced Companion Loan Holders and
     Serviced B Note Holders.

                                     -187-
<PAGE>

                   (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, Serviced
     Companion Loan or Serviced B Note information, including correspondence
     with the related Mortgagor.

                   (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 AFR/Bank of America Portfolio Mortgage Loan
     and the Tysons Corner Center Mortgage Loan), Serviced Companion Loans or
     Serviced B Note 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 Companion Loan or Serviced B Note serviced thereunder at the time
     such Mortgage Loan, Serviced Companion Loan or Serviced B Note becomes a
     Specially Serviced Mortgage Loan; (iv) requires that the Master Servicer
     consent to any modification to the terms of a Mortgage Loan, Serviced
     Companion Loan or Serviced B Note 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(e), 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.

                                     -188-
<PAGE>

                   (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 and,
     with respect to the Serviced Whole Loans, the related Serviced Companion
     Loan Holders and Serviced B Note Holders, shall (at no expense to the
     Trustee, the Certificateholders, the Serviced Companion Loan Holders and
     Serviced B Note Holders 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, the
     Certificateholders and, with respect to the Serviced Whole Loans, the
     related Serviced Companion Loan Holders and Serviced B Note Holders for the
     servicing and administration of the Mortgage Loans and the Serviced Whole
     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 and Serviced Whole Loans for
     which it is responsible.

     Section 3.24 Designation of Special Servicer by the Majority
Certificateholder of the Controlling Class.

                   (a) Subject to the rights of the Serviced Companion Loan
     Holders pursuant to the Serviced Whole Loan Intercreditor Agreements, and
     subject to Section 6.06, the Majority Certificateholder of the Controlling
     Class, acting alone or jointly with certain Serviced Companion Loan Holders
     in accordance with the related Intercreditor Agreement, 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 or, if applicable, Serviced Companion Loan

                                     -189-
<PAGE>

     Securities 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 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 (2) 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
     and any Person exercising similar rights under a Serviced Whole Loan
     Intercreditor Agreement will have no liability to the Trust, the
     Certificateholders, any Serviced Companion Loan Holder or any Serviced B
     Note Holder for any action taken, or for refraining from the taking of any
     action 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 and any Person exercising similar rights under a
     Serviced Whole Loan Intercreditor Agreement 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 and any Person exercising similar rights under a
     Serviced Whole Loan Intercreditor Agreement may act solely in the interests
     of the Holders and Certificate Owners of the Controlling Class, that the
     Majority Certificateholder of the Controlling Class and any Person
     exercising similar rights under a Serviced Whole Loan Intercreditor
     Agreement 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 and any Person
     exercising similar rights under a Serviced Whole Loan Intercreditor
     Agreement 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 and any Person exercising similar rights under a Serviced Whole Loan
     Intercreditor Agreement shall have no liability whatsoever for having so

                                     -190-
<PAGE>

     acted, and no Certificateholder may take any action whatsoever against the
     Majority Certificateholder of the Controlling Class and any Person
     exercising similar rights under a Serviced Whole Loan Intercreditor
     Agreement 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
     and the holder of a Serviced Companion Loan, Serviced B Note, "Directing
     Certificateholder" or "Controlling Class Representative" or phrase of
     similar import (as defined in the Serviced Whole Loan Intercreditor
     Agreements) with respect to the Serviced Companion Loans and Serviced B
     Note shall be provided access on the website of the Master Servicer or the
     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
     the 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 Majority Certificateholder of the
     Controlling Class (and, if applicable, with respect to a Serviced Companion
     Loan or Serviced B Note, the holder of a Serviced Companion Loan,
     "Directing Certificateholder" or "Controlling Class Representative" or
     phrase of similar import as defined in the applicable Serviced Whole Loan
     Intercreditor Agreement, 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 (and, if applicable, with respect to a Serviced
     Companion Loan, the related Directing Certificateholder) shall reasonably
     agree (in each case except with respect to the AFR/Bank of America
     Portfolio Mortgage Loan and the Tysons Corner Center Mortgage Loan, but
     subject to subsections (h) and (i) below), the performance of any Mortgage
     Loan or Serviced Whole Loan that is delinquent, Specially Serviced Mortgage
     Loans, Mortgage Loans, any Serviced Companion Loan or Serviced B Note on
     the CMSA Servicer Watch List or Mortgage Loans or Serviced Whole Loans
     otherwise reasonably identified as exhibiting deteriorating performance.
     The Majority Certificateholder of the Controlling Class (and, if
     applicable, with respect to a Serviced Companion Loan, the related
     Directing Certificateholder) 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 or Serviced Whole
     Loans it intends to discuss. As a condition to such disclosure, the
     Majority Certificateholder of the Controlling Class (and, if applicable,
     with respect to a Serviced Companion Loan, the related Directing
     Certificateholder) shall execute a confidentiality agreement substantially
     in the form attached hereto as Exhibit H-2 and an Investor Certification.

                                     -191-
<PAGE>

                   (f) Subject to Section 3.31(b) and 3.32(a), 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), neither the Master
     Servicer nor the Special Servicer will be permitted to take any of the
     following actions with respect to the Mortgage Loans, the Serviced Whole
     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 or Serviced Whole Loan documents of a Mortgage Loan
     or Serviced Whole 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 or Serviced Whole 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 or Serviced Whole Loan unless required by the
     underlying Mortgage Loan documents;

                       (vi) any waiver of a "due-on-sale" clause or
     "due-on-encumbrance" clause;

                       (vii) any release of any performance or "earn-out"
     reserves, escrows or letters of credit;

                       (viii) any acceptance of an assumption agreement
     releasing a Mortgagor from liability under a Mortgage Loan or Serviced
     Whole Loan; and

                       (ix) any change in property manager or with respect to a
     hospitality loan, any change in franchise.

                   (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,

                                     -192-
<PAGE>

     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 or Serviced Whole
     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.

                   (h) Pursuant to the AFR/Bank of America Portfolio A Notes
     Intercreditor Agreement, the holder of the AFR/Bank of America Portfolio
     Mortgage Loan shall have certain consultation rights set forth in Section
     3.1(b) of the AFR/Bank of America Portfolio A Notes Intercreditor Agreement
     with respect to the actions (the "AFR/Bank of America Portfolio Significant
     Servicing Matters") proposed by the GMACCM 2003-C3 Master Servicer or the
     GMACCM 2003-C3 Special Servicer and certain other rights pursuant to the
     related Intercreditor Agreement (such rights, the "AFR/Bank of America
     Portfolio Rights"). The Majority Certificateholder of the Controlling Class
     shall have such AFR/Bank of America Portfolio Rights. Upon receipt of
     notice of any AFR/Bank of America Portfolio Significant Servicing Matters,
     the Trustee shall provide the Majority Certificateholder of the Controlling
     Class with such notice within one Business Day of receipt. The Majority
     Certificateholder of the Controlling Class shall follow the procedures set
     forth in the AFR/Bank of America Portfolio A Notes Intercreditor Agreement
     with respect to the AFR/Bank of America Portfolio Rights.

                   (i) Pursuant to the Tysons Corner Center Intercreditor
     Agreement, the holder of the Tysons Corner Center Mortgage Loan shall have
     certain consultation rights set forth in Section 3.1(b) of the Tysons
     Corner Center Intercreditor Agreement with respect to the actions (the
     "Tysons Corner Center Significant Servicing Matters") proposed by the COMM
     2004-LNB2 Master Servicer or the COMM 2004-LNB2 Special Servicer and
     certain other rights pursuant to the related Intercreditor Agreement (such
     rights, the "Tysons Corner Center Rights"). The Majority Certificateholder
     of the Controlling Class shall have such Tysons Corner Center Rights. Upon
     receipt of notice of any Tysons Corner Center Significant Servicing
     Matters, the Trustee shall provide the Majority Certificateholder of the
     Controlling Class with such notice within one Business Day of receipt. The
     Majority Certificateholder of the Controlling Class shall follow the
     procedures set forth in the Tysons Corner Center Intercreditor Agreement
     with respect to the Tysons Corner Center Rights.

                   (j) Pursuant to the Two Gateway Center Intercreditor
     Agreement, the holder of the Two Gateway Center Companion Loan shall have
     certain consultation rights set forth in Section 3.1(b) of the Two Gateway
     Center Intercreditor Agreement with respect to the actions (the "Two
     Gateway Center Significant Servicing Matters") proposed by the Master
     Servicer or the Special Servicer (such consultation rights, the "Two
     Gateway Center Consultation Rights"). The Master Servicer, the Special
     Servicer and the Majority Certificateholder of the Controlling

                                     -193-
<PAGE>

     Class shall follow the procedures set forth in the Two Gateway Center
     Intercreditor Agreement with respect to the Two Gateway Center Consultation
     Rights.

     Section 3.25 Lock-Box Accounts and Servicing Accounts.

                   (a) With respect to each Mortgage Loan (other than the
     AFR/Bank of America Portfolio Mortgage Loan and the Tysons Corner Center
     Mortgage Loan) or Serviced Whole Loan, the Master Servicer shall administer
     each Lock-Box Account, Cash Collateral Account and Servicing Account in
     accordance with the related Mortgage Loan, Serviced Whole Loan, Cash
     Collateral Account Agreement or Lock-Box Agreement, if any.

                   (b) With respect to any Mortgage Loan (other than the
     AFR/Bank of America Portfolio Mortgage Loan and the Tysons Corner Center
     Mortgage Loan) or Serviced Whole Loan 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 or Serviced Whole 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 Standard, 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.

                   (a) GMACCM, in its capacity as Master Servicer hereunder
     hereby represents and warrants to the Trustee, for its own benefit and the
     benefit of the Certificateholders, to the Serviced Companion Loan Holders
     and the Serviced B Note Holders and to the Depositor, as of the Closing
     Date, that:

                       (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.

                                     -194-
<PAGE>

                       (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,
     registration, filing or notice would not have a material adverse effect on
     the performance by GMACCM under this Agreement.

                   (b) Lennar, in its capacity as Special Servicer, hereby
     represents, warrants and covenants to the other parties hereto and for the
     benefit of the Certificateholders, Serviced Companion Loan Holders and
     Serviced B Note Holders, as of the Closing Date, that:

                       (i) Lennar is a corporation validly existing and in good
     standing under the laws of the State of Florida, and the Lennar 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
     Lennar, and the performance and compliance with the terms of this Agreement
     by Lennar, will not violate Lennar'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

                                     -195-
<PAGE>

     agreement or other material instrument to which it is a party or which is
     applicable to it or any of its assets.

                       (iii) Lennar 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 each of the other parties hereto, constitutes a
     valid, legal and binding obligation of the Lennar, enforceable against
     Lennar 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) Lennar is not in violation of, and its execution and
     delivery of this Agreement and its performance and compliance with the
     terms of this Agreement will not constitute a violation of, any law, any
     order or decree of any court or arbiter, or any order, regulation or demand
     of any federal, state or local governmental or regulatory authority, which
     violation, in Lennar's good faith and reasonable judgment, is likely to
     affect materially and adversely either the ability of Lennar to perform its
     obligations under this Agreement or the financial condition of Lennar.

                       (vi) No litigation is pending or, to the best of the
     Lennar's knowledge, threatened, against Lennar, the outcome of which, in
     Lennar's good faith and reasonable judgment, could reasonably be expected
     to prohibit Lennar from entering into this Agreement or materially and
     adversely affect the ability of Lennar to perform its obligations under
     this Agreement.

                       (vii) Any consent, approval, authorization or order of
     any court or governmental agency or body required under federal or state
     law for the execution, delivery and performance by Lennar of or compliance
     by Lennar with this Agreement or the consummation of the transactions
     contemplated by this Agreement has been obtained and is effective except
     where the lack of consent, approval, authorization or order would not have
     a material adverse effect on the performance by Lennar under this
     Agreement.

                       (viii) Lennar possesses all insurance required pursuant
     to Section 3.07(c) of this Agreement.

              The representations and warranties of Lennar set forth in Section
     3.26(b) shall survive the execution and delivery of this Agreement and
     shall inure to the benefit of the Persons for whose benefit they were made
     for so long as the Trust Fund remains in existence. Upon discovery by any
     party hereto of any breach of any of the foregoing representations and
     warranties, the party discovering such breach shall give prompt written
     notice thereof to the other parties hereto.

              Any successor of Lennar shall be deemed to have made, as of the
     date of its succession, each of the representations and warranties set
     forth in Section 3.26(b), subject to such appropriate modifications to the
     representation and warranty set forth in Section 3.26(b)(i) to

                                     -196-
<PAGE>

     accurately reflect such successor's jurisdiction of organization and
     whether it is a corporation, partnership, bank, association or other type
     of organization.

     Section 3.27 Third-Party Beneficiaries.

                   (a) (i) Each of the GMACCM 2003-C3 Master Servicer, the
     GMACCM 2003-C3 Special Servicer and the GMACCM 2003-C3 Trustee is an
     intended third-party beneficiary under this Agreement with respect to any
     provisions herein relating to (1) the Trust's pro rata portion (based on
     the AFR/Bank of America Portfolio Mortgage Loan's Stated Principal Balance)
     with respect to the reimbursement of any AFR/Bank of America Portfolio
     Nonrecoverable Servicing Advances made by such Person or any other amount
     otherwise specifically required, pursuant to the GMACCM 2003-C3 Pooling and
     Servicing Agreement, to be reimbursed to such Person out of the related
     Non-Serviced Whole Loan Custodial Account and, if not so reimbursed out of
     the related Non-Serviced Whole Loan Custodial Account, would be
     reimbursable by the related Other Trust Fund from general collections, in
     each case that relate exclusively to the servicing of the AFR/Bank of
     America Portfolio Whole Loan, including any unpaid special servicing fees
     thereon, and that in the event that the funds received with respect to the
     AFR/Bank of America Mortgage Loan are insufficient to make such
     reimbursement payments, the Master Servicer will be required to reimburse
     the GMACCM 2003-C3 Master Servicer, the GMACCM 2003-C3 Special Servicer or
     the GMACCM 2003-C3 Trustee, as applicable, for the Trust's pro rata portion
     (based on the related Non-Serviced Mortgage Loan's Stated Principal
     Balance) out of general collections on the Mortgage Loans on deposit in the
     Certificate Account, (2) the Trust's pro rata portion (based on the
     AFR/Bank of America Portfolio Mortgage Loan's Stated Principal Balance)
     with respect to indemnification of such Persons against any claims, losses,
     penalties, fines, forfeitures, legal fees and related costs, judgments and
     any other costs, liabilities, fees and expenses incurred in connection with
     the GMACCM 2003-C3 Pooling and Servicing Agreement and this Agreement that
     relate solely to its servicing of the AFR/Bank of America Portfolio Whole
     Loan and any related reimbursement provisions and (3) notice from the
     Trustee to the GMACCM 2003-C3 Master Servicer and the GMACCM 2003-C3
     Trustee of the deposit of the AFR/Bank of America Mortgage Loan into the
     Trust as required under Section 3.02(b); and

                       (ii) each of the COMM 2004-LNB2 Master Servicer, the COMM
     2004-LNB2 Special Servicer or the COMM 2004-LNB2 Trustee is an intended
     third-party beneficiary under this Agreement with respect to any provisions
     herein relating to (1) the Trust's pro rata portion (based on the Tysons
     Corner Center Mortgage Loan's Stated Principal Balance) with respect to the
     reimbursement of any Tysons Corner Center Nonrecoverable Servicing Advances
     made by such Person or any other amount otherwise specifically required,
     pursuant to the COMM 2004-LNB2 Pooling and Servicing Agreement, to be
     reimbursed to such Person out of the related Non-Serviced Whole Loan
     Custodial Account and, if not so reimbursed out of the related Non-Serviced
     Whole Loan Custodial Account, would be reimbursable by the related Other
     Trust Fund from general collections, in each case that relate exclusively
     to the servicing of the Tysons Corner Center Whole Loan, including any
     unpaid special servicing fees thereon, and that in the event that the funds
     received with respect to the AFR/Bank of America Mortgage Loan are
     insufficient to make such reimbursement payments, the Master Servicer will
     be required to reimburse the COMM 2004-LNB2 Master Servicer, the COMM
     2004-LNB2 Special Servicer or the COMM 2004-LNB2 Trustee, as applicable,
     out of general collections on the

                                     -197-
<PAGE>

     Mortgage Loans on deposit in the Certificate Account, (2) the Trust's pro
     rata portion (based on the Tysons Corner Center Mortgage Loan's Stated
     Principal Balance) with respect to indemnification of such Persons against
     any claims, losses, penalties, fines, forfeitures, legal fees and related
     costs, judgments and any other costs, liabilities, fees and expenses
     incurred in connection with the COMM 2004-LNB2 Pooling and Servicing
     Agreement and this Agreement that relate solely to its servicing of the
     Tysons Corner Center Whole Loan and any related reimbursement provisions
     and (3) notice from the Trustee to the COMM 2004-LNB2 Master Servicer and
     the COMM 2004-LNB2 Trustee of the deposit of the AFR/Bank of America
     Mortgage Loan into the Trust as required under Section 3.02(b).

                   (b) Each of the Trustee and the Master Servicer acknowledge
     that the Two Gateway Center Companion Loan Service Providers shall be
     third-party beneficiaries under this Agreement with respect to any
     provisions herein relating to (i) the reimbursement of any advances made
     with respect to the Two Gateway Center Companion Loan and the coordination
     between the Master Servicer and the related master servicer under the
     related Serviced Companion Loan Securitization Agreement as set forth in
     Section 4.03, (ii) the indemnification of each of the Two Gateway Center
     Companion Loan Service Providers against any claims, losses, penalties,
     fines, forfeitures, legal fees and related costs, judgments and any other
     costs, liabilities, fees and expenses incurred in connection with their
     respective duties under the related Serviced Companion Loan Securitization
     Agreement and this Agreement as relates to the Two Gateway Center Companion
     Loan, and (iii) the compensation to be paid to such Two Gateway Center
     Companion Loan Service Providers with respect to the Two Gateway Center
     Companion Loan.

              The parties hereby acknowledge that each holder of a Serviced
     Companion Loan (and any Servicer, Special Servicer and trustee of any
     Serviced Companion Loan Securitization Agreement) and each holder of a
     Serviced B Note is a third party beneficiary hereof.

     Section 3.28 Certain Matters Relating to the AFR/Bank of America Portfolio
Whole Loan and the Tysons Corner Center Whole Loan.

                   (a) In the event that any of the GMACCM 2003-C3 Trustee, the
     GMACCM 2003-C3 Master Servicer or the GMACCM 2003-C3 Special Servicer shall
     be replaced in accordance with the terms of the GMACCM 2003-C3 Pooling and
     Servicing Agreement, the Master Servicer and the Special Servicer shall
     acknowledge its successor as the successor to the GMACCM 2003-C3 Trustee,
     the GMACCM 2003-C3 Master Servicer or the GMACCM 2003-C3 Special Servicer,
     as applicable.

                   (b) In the event that any of the COMM 2004-LNB2 Trustee, the
     COMM 2004-LNB2 Master Servicer or the COMM 2004-LNB2 Special Servicer shall
     be replaced in accordance with the terms of the COMM 2004-LNB2 Pooling and
     Servicing Agreement, the Master Servicer and the Special Servicer shall
     acknowledge its successor as the successor to the COMM 2004-LNB2 Trustee,
     the COMM 2004-LNB2 Master Servicer or the COMM 2004-LNB2 Special Servicer,
     as applicable.

                   (c) The Master Servicer shall deliver, or cause to be
     delivered, to the Trustee, promptly following receipt (or, if later, the
     date otherwise required to be delivered pursuant to

                                     -198-
<PAGE>

     Section 4.02(b)) from the GMACCM 2003-C3 Master Servicer, the GMACCM
     2003-C3 Special Servicer, the GMACCM 2003-C3 Trustee, the COMM 2004-LNB2
     Master Servicer, the COMM 2004-LNB2 Special Servicer or the COMM 2004-LNB2
     Trustee, any servicing reports concerning the AFR/Bank of America Portfolio
     Mortgage Loan or the Tysons Corner Center Mortgage Loan, as applicable.

                   (d) Any matter relating to a Non-Serviced Mortgage Loan that
     requires delivery of a "Rating Agency Confirmation" under (and as defined
     in) the related Other Pooling and Servicing Agreement) shall also require
     delivery of a Rating Agency Confirmation under this Agreement.

     Section 3.29 Serviced B Note Intercreditor Matters.

                   (a) With respect to any Serviced B Note (other than the
     Will-O-Wisp Apartments B Note), if any Servicing Transfer Event that
     constitutes a Serviced B Note Event of Default occurs with respect to the
     related Serviced Whole Loan and no Serviced B Note Change of Control Event
     exists with respect to such Serviced B Note, the Special Servicer shall
     notify the Serviced Whole Loan Paying Agent (which shall notify the
     applicable Serviced B Note Holder) of such event in accordance with the
     terms of, and within the time periods provided in, the related
     Intercreditor Agreement and, in accordance therewith, the applicable
     Serviced B Note Holder may purchase from the Trustee on behalf of the Trust
     Fund, and the Trustee on behalf of the Trust Fund shall sell, the related
     Mortgage Loan at any time prior to the foreclosure or comparable conversion
     of the related Mortgaged Property at the applicable Purchase Price. In
     addition, in the event that the Special Servicer determines to foreclose
     upon or comparably convert the related Mortgaged Property securing such
     Serviced Whole Loan, the Special Servicer shall notify the related Serviced
     B Note Holder not less than fifteen (15) Business Days prior to the
     completion of such foreclosure or conversion.

                   (b) Notwithstanding anything in this Agreement to the
     contrary, (i) so long as no Serviced B Note Change of Control Event exists
     with respect to a Serviced B Note, the related Serviced B Note Holder, in
     lieu of the Majority Certificateholder of the Controlling Class, shall be
     entitled to take all actions to be taken by the Majority Certificateholder
     of the Controlling Class under this Agreement (other than under Sections
     3.18(b) and 9.01) solely with respect to the related Serviced Whole Loan,
     and any references to the Majority Certificateholder of the Controlling
     Class in this Agreement relating to actions permitted to be taken only with
     the consent of the Majority Certificateholder of the Controlling Class with
     respect to such Serviced Whole Loan shall be deemed to be references to the
     related Serviced B Note Holder, (ii) if a Serviced B Note Change of Control
     Event exists with respect to a Serviced B Note, the Majority
     Certificateholder of the Controlling Class shall be entitled to take all
     actions under this Agreement with respect to the related Serviced Whole
     Loan, and any reference to the Majority Certificateholder of the
     Controlling Class or the related Serviced B Note Holder in this Agreement
     relating to actions permitted to be taken with respect to such Serviced
     Whole Loan only with the consent of the Majority Certificateholder of the
     Controlling Class or the Serviced B Note Holder shall be deemed to be
     references to the Majority Certificateholder of the Controlling Class and
     (iii) whether or not a Serviced B Note Change of Control Event exists with
     respect to a Serviced B Note, the Majority Certificateholder of the
     Controlling Class shall be entitled to

                                     -199-
<PAGE>

     take the actions specified in Section 3.18(b) and 9.01 with respect to the
     related Serviced Whole Loan.

                   (c) The Master Servicer shall give notice of any default for
     non-payment by the related Mortgagor with respect to a Serviced Whole Loan
     to the Special Servicer, the related Serviced B Note Holder and the
     Majority Certificateholder of the Controlling Class no later than two (2)
     Business Days following the occurrence of such default.

                   (d) Except for those duties to be performed by, and notices
     to be furnished by, the Trustee or the Serviced Whole Loan Paying Agent
     under this Agreement in respect of any Serviced B Note, the Master Servicer
     or the Special Servicer, as applicable, shall perform such duties and
     furnish such notices, reports and information on behalf of the Trust Fund
     as may be the obligation of the Trust under the related Serviced Whole Loan
     Intercreditor Agreement.

                   (e) Prior to a "Securitization" (as defined in the
     Will-O-Wisp Apartments Intercreditor Agreement) of the Will-O-Wisp
     Apartments B Note, the Master Servicer shall service and administer the
     Will-O-Wisp Apartments B Note in accordance with Section 3.01, and, in
     addition, shall perform the "Basic Services" (as defined in the Will-O-Wisp
     Apartments Intercreditor Agreement) with respect to the Will-O-Wisp
     Apartments B Note as set forth in Exhibit D to the Will-O-Wisp Apartments
     Intercreditor Agreement. Upon any such Securitization of the Will-O-Wisp
     Apartments B Note, (i) the Master Servicer shall transfer the performance
     of such Basic Services to the new servicer of the Will-O-Wisp Apartments B
     Note under such Securitization (the "Will-O-Wisp Apartments B Note
     Servicer"), (ii) the Will-O-Wisp Apartments B Note shall no longer
     constitute a Serviced B Note hereunder (provided, however, that any such
     change in status shall not impair the Master Servicer's right to reduced
     servicing compensation as otherwise set forth in the Will-O-Wisp Apartments
     Intercreditor Agreement) and (iii) the Master Servicer shall have no
     further obligation or liability to any holder of the Will-O-Wisp Apartments
     B Note, except with respect to collection of "Loan Information" (as defined
     in the Will-O-Wisp Apartments Intercreditor Agreement) and the provision
     thereof to the Will-O-Wisp Apartments B Note Servicer in accordance with
     the Will-O-Wisp Apartments Intercreditor Agreement. Notwithstanding the
     foregoing, upon (x) the occurrence of any uncured "Material Default" (as
     defined in the Will-O-Wisp Apartments Intercreditor Agreement) under the
     Will-O-Wisp Apartments Whole Loan, (y) receipt by the Master Servicer of
     written notice of such Material Default and (z) transfer by the Will-O-Wisp
     Apartments B Note Servicer of the Basic Services to the Master Servicer
     (including receipt by the Master Servicer of all information reasonably
     requested by the Master Servicer in connection with such transfer), then so
     long as such Material Default exists and is continuing, the Master Servicer
     shall collect any and all payments from the related Mortgagor in respect of
     the Will-O-Wisp Apartments Whole Loan (including debt service payments on
     the Will-O-Wisp Apartments B Note).

     Section 3.30 Serviced Companion Loan Intercreditor Matters.

                   (a) Except for those duties to be performed by, and notices
     to be furnished by, the Trustee or the Serviced Whole Loan Paying Agent
     under this Agreement in respect of any Serviced Companion Loan, the Master
     Servicer or the Special Servicer, as applicable, shall perform such duties
     and furnish such notices, reports and information on behalf of the Trust

                                     -200-
<PAGE>

     Fund as may be the obligation of the Trust under the related Serviced Whole
     Loan Intercreditor Agreement.

                   (b) If, pursuant to Section 2.03, Section 3.18, 3.29(a) or
     Section 9.01, any Mortgage Loan that relates to a Serviced Whole Loan is
     purchased or repurchased from the Trust Fund, the purchaser thereof shall
     be bound by the terms of the related Serviced Whole Loan Intercreditor
     Agreement and shall assume the rights and obligations of the "Note A
     Holder" under such Serviced Whole Loan Intercreditor Agreement. All
     portions of the related Mortgage File and other documents pertaining to
     such Mortgage Loan shall be endorsed or assigned to the extent necessary or
     appropriate to the purchaser of such Mortgage Loan in its capacity as "Note
     A Holder" (as a result of such purchase or repurchase), under the related
     Serviced Whole Loan Intercreditor Agreement and, if applicable, in the
     manner contemplated under such agreement, which such purchaser shall be
     deemed to acknowledge. Thereafter, such Mortgage File shall be held by the
     "Note A Holder" or a custodian appointed thereby for the benefit of the
     "Note A Holder", as their interests appear under the related Serviced Whole
     Loan Intercreditor Agreement. If the related Servicing File is not already
     in the possession of such party, it shall be delivered as directed by the
     "Note A Holder".

                   (c) If at any time neither any portion of a Mortgage Loan
     related to a Serviced Whole Loan nor any related REO Property is an asset
     of the Trust, and if a separate servicing agreement with respect to the
     Serviced Whole Loan or any REO Property, as applicable, has not been
     entered into pursuant to the related Serviced Whole Loan Intercreditor
     Agreement, then, until such time as a separate servicing agreement is
     entered into in accordance with such Serviced Whole Loan Intercreditor
     Agreement, and notwithstanding that neither such Mortgage Loan nor any
     related REO Property is an asset of the Trust, the Trustee shall continue
     to hold the related Mortgage File, and the Master Servicer and the Special
     Servicer shall continue to service and administer the applicable Serviced
     Whole Loan and/or any REO Property, for the benefit of the holder of the
     applicable Mortgage Loan and the related Serviced Companion Loan Holders,
     under this Agreement as if such Serviced Whole Loan or any REO Property
     were the sole assets subject thereto, with any references herein to (i) the
     Trust, (ii) the Trustee, (iii) the Certificates, (iv) the
     Certificateholders (or any sub-group thereof), provided that references
     herein to Majority Certificateholder of the Controlling Class shall be
     deemed to refer to the related Serviced B Note Holder so long as no
     Serviced B Note Change of Control Event exists, or (v) any representative
     of such holders (or any sub-group thereof), all being construed to refer to
     the "Note A Holder".

                   (d) Subject to the terms of the applicable Serviced Whole
     Loan Intercreditor Agreement, if pursuant to Section 2.03, Section 3.18,
     3.29(a) or Section 9.01, any Mortgage Loan that relates to a Serviced Whole
     Loan is purchased or repurchased from the Trust Fund and the servicing and
     administration of the Serviced Whole Loan is to be governed by a separate
     servicing agreement and not by this Agreement if so requested by the "Note
     A Holder," the Master Servicer and the Special Servicer shall continue to
     act in such capacities under such separate servicing agreement, which
     agreement shall be reasonably acceptable to the Master Servicer and the
     Special Servicer, and shall contain servicing and administration,
     limitation of liability, indemnification and servicing compensation
     provisions substantially similar to the corresponding provisions of this
     Agreement, except for the fact that such Serviced Whole Loan and the
     related Mortgaged Property shall be the sole asset serviced and
     administered thereunder and the sole source of funds thereunder. Prior to
     the applicable Serviced Whole Loan being

                                     -201-
<PAGE>

     serviced under any separate servicing agreement, the rating agencies then
     rating any Serviced Companion Loan Securities shall have provided written
     confirmation to the related Serviced Companion Loan Holders (at such
     Serviced Companion Loan Holders' expense) that the servicing of such
     Serviced Whole Loan under such agreement would not result in a downgrade,
     qualification or withdrawal of any of the ratings assigned by such rating
     agencies with respect to the related class of Serviced Companion Loan
     Securities.

                   (e) Neither the Master Servicer nor the Special Servicer will
     be permitted to take any of the following actions with respect to the Two
     Gateway Center Whole Loan until it has notified the related Directing
     Certificateholder in writing and such Directing Certificateholder has
     consented in writing to such action (it being understood and agreed that if
     such written consent is not received by the Master Servicer or the Special
     Servicer then such approval will be deemed not to have been given):

                       (i) any proposed or actual foreclosure upon or comparable
     conversion (which may include acquisition of REO property) of the ownership
     of the Mortgaged Property securing the Two Gateway Center Whole Loan if it
     comes into and continues in default;

                       (ii) any modification, amendment or waiver of a monetary
     term (including a change in the timing of payments but excluding the waiver
     of default charges) or any material non-monetary term (excluding the waiver
     of any "due-on-sale" or "due-on-encumbrance" clause, which clauses are
     addressed in clause (ix) below) of the Two Gateway Center Whole Loan;

                       (iii) any proposed sale of related REO Property (other
     than in connection with the termination of the Trust Fund) for less than
     the purchase price specified in this Agreement;

                       (iv) any acceptance of a discounted payoff with respect
     to the Two Gateway Center Whole Loan;

                       (v) any determination to bring related REO Property into
     compliance with applicable environmental laws or to otherwise address
     hazardous materials located at such REO Property;

                       (vi) any release of real property collateral for the Two
     Gateway Center Whole Loan (other than any release made in connection with
     the grant of a non-material easement or right-of-way);

                       (vii) any acceptance of substitute or additional
     collateral for the Two Gateway Center Whole Loan (other than defeasance
     collateral as required by the terms of the Two Gateway Center Whole Loan);

                       (viii) any releases of earn-out reserve funds or related
     letters of credit with respect to the Mortgaged Property securing the Two
     Gateway Center Whole Loan;

                       (ix) any waiver of a "due-on-sale" or
     "due-on-encumbrance" clause in the Two Gateway Center Whole Loan;

                                     -202-
<PAGE>

                       (x) any determination by the Master Servicer or Special
     Servicer not to maintain or cause the related Mortgagor to maintain for the
     related Mortgaged Property or REO Property all-risk casualty or other
     insurance that provides coverage for acts of terrorism, despite the fact
     that such insurance may be required under the terms of the Two Gateway
     Center Whole Loan; and

                       (xi) any change in the property manager for the related
     Mortgaged Property or REO Property which is required to be approved by the
     lender under the Two Gateway Center Whole Loan;

     provided that, in the event that the Master Servicer or Special Servicer,
     as applicable, determines, in accordance with the Servicing Standard, that
     immediate action is necessary to protect the interest of the
     Certificateholders and the Directing Certificateholder (as a collective
     whole), the Master Servicer or Special Servicer, as applicable, may take
     any such action without waiting for the response of the Directing
     Certificateholder. The Master Servicer or Special Servicer, as applicable,
     shall promptly notify the Directing Certificateholder of any actions taken
     pursuant to this paragraph.

              In the event that the Directing Certificateholder withholds its
     consent or gives conflicting instructions, the Master Servicer or Special
     Servicer, as applicable, shall follow the instructions of the related
     operating advisor with respect to such actions in accordance with the Two
     Gateway Center Whole Loan Intercreditor Agreement. The Trust Funds pro rata
     share of any consulting fees or other compensation payable to such
     operating advisor by the Master Servicer pursuant to the Two Gateway Center
     Intercreditor Agreement shall be reimbursable at the expense of the Trust
     Fund in accordance with Section 3.05(e)(xviii).

                   (f) Notwithstanding anything herein to the contrary, no
     advice, direction or objection from or by the related Directing
     Certificateholder or related operating advisor, as applicable, with respect
     to the Two Gateway Center Whole Loan may (and the Master Servicer or
     Special Servicer, as applicable, shall ignore and act without regard to any
     such advice, direction or objection that the Master Servicer or Special
     Servicer, as applicable, has determined, in its reasonable, good faith
     judgment, would) (A) require or cause the Master Servicer or Special
     Servicer, as applicable, to violate any provision of this Agreement
     (including the Master Servicer's or the Special Servicer's, as applicable,
     obligation to act in accordance with the Servicing Standard), or the
     related loan documents or the REMIC Provisions and (B) result in a
     "prohibited transaction" or "prohibited contribution tax" under the REMIC
     Provisions.

     Section 3.31 Carson Pirie Scott Control Rights.

              (a) With respect to the Carson Pirie Scott Whole Loan, the Carson
     Pirie Scott B Note Holder shall have the right at any time to appoint a
     Carson Pirie Scott B Note Operating Advisor by giving written notice
     thereof to the Trustee, the Master Servicer and the Special Servicer, and
     shall have the right in its sole discretion at any time and from time to
     time to remove and replace any such Carson Pirie Scott B Note Operating
     Advisor.

              (b) (i) With respect to the Carson Pirie Scott Whole Loan,
     notwithstanding anything to the contrary contained herein (but subject to
     Section 3.31(b)(ii)),

                                     -203-
<PAGE>

     unless a Carson Pirie Scott Change of Control Event has occurred and is
     continuing, (i) the Special Servicer shall be required to consult with the
     Carson Pirie Scott B Note Operating Advisor upon the occurrence of any
     Carson Pirie Scott Event of Default to consider alternative actions
     recommended by the Carson Pirie Scott B Note Operating Advisor and to
     consult with the Carson Pirie Scott B Note Operating Advisor with respect
     to determinations made pursuant to Section 3.09, Section 3.18 or Section
     3.19, (ii) at any time (whether or not a Carson Pirie Scott Event of
     Default has occurred) the Master Servicer and the Special Servicer will be
     required to (A) consult with the Carson Pirie Scott B Note Operating
     Advisor (1) with respect to proposals to take any significant action with
     respect to the Carson Pirie Scott Whole Loan and the related Mortgaged
     Property and to consider alternative actions recommended by the Carson
     Pirie Scott B Note Operating Advisor and (2) to the extent that the related
     Carson Pirie Scott Whole Loan documents grant the lender the right to
     approve budgets for the related Mortgaged Property, prior to approving any
     such budget and (iii) prior to taking any of the following actions, the
     Master Servicer or the Special Servicer, as applicable, will be required to
     notify in writing the Carson Pirie Scott B Note Operating Advisor of any
     proposal to take any of such actions (and to provide such Carson Pirie
     Scott B Note Operating Advisor with such non-proprietary information
     reasonably requested by such Carson Pirie Scott B Note Operating Advisor as
     may be necessary in the reasonable determination of such Carson Pirie Scott
     B Note Operating Advisor in order make a judgment, the expense of providing
     such information to be an expense of the requesting party) and to receive
     the written approval of such Carson Pirie Scott B Note Operating Advisor
     (which approval may be withheld in its sole discretion) with respect to:

                       (A) any modification or amendment of, or waiver with
     respect to, the Carson Pirie Scott Whole Loan or the related Mortgage Loan
     that would result in the extension of the Maturity Date thereof, a
     reduction in the interest rate borne thereby or the Monthly Payment,
     Prepayment Premium, exit fee or yield maintenance premium payable thereon
     or a deferral or forgiveness of interest on or principal of the Carson
     Pirie Scott Whole Loan, a modification or waiver of any other monetary term
     of the Carson Pirie Scott Whole Loan documents relating to the timing or
     amount of any payment of principal and interest (other than Default
     Interest) or a modification or waiver of any provision of the Carson Pirie
     Scott Whole Loan which restricts the related Mortgagor from incurring
     additional indebtedness or from transferring a Mortgaged Property or any
     transfer of direct or indirect equity interests in the related borrower;

                       (B) any modification or amendment of, or waiver with
     respect to, the documents for the Carson Pirie Scott Whole Loan that would
     result in a discounted pay-off of the Carson Pirie Scott Whole Loan;

                       (C) any proposed or actual foreclosure upon or comparable
     conversion (which may include acquisition of a Foreclosed Property) of the
     ownership of the Mortgaged Property securing the Carson Pirie Scott Whole
     Loan or any acquisition of the related Mortgaged Property by deed-in-lieu
     of foreclosure;

                       (D) any proposed or actual sale of a related Mortgaged
     Property or foreclosed property;

                                     -204-
<PAGE>

                       (E) any proposed or actual sale of the Carson Pirie Scott
     Whole Loan other than pursuant to Section 3.18, Section 3.29(a) or Section
     9.01;

                       (F) any release of the related Mortgagor, any guarantor
     or other obligor from liability with respect to the Carson Pirie Scott
     Whole Loan;

                       (G) any determination not to enforce a "due-on-sale" or
     "due-on-encumbrance" clause (unless such clause is not exercisable under
     applicable law or such exercise is reasonably likely to result in
     successful legal action by the related Mortgagor) as provided in Section
     3.08;

                       (H) any action to bring a related Mortgaged Property or
     Foreclosed Property into compliance with Environmental Laws or to otherwise
     address hazardous materials located at an REO Property;

                       (I) any substitution or release of collateral for the
     Carson Pirie Scott Whole Loan unless required by the related loan documents
     (other than any release made in connection with the grant of a non-material
     easement or right-of-way or other non-material release such as a
     "curb-cut");

                       (J) adoption or approval of a plan in a bankruptcy of a
     related Mortgagor; or

                       (K) consenting to the execution, termination or renewal
     of any "Major Lease" (as such term is defined in the Carson Pirie Scott
     Whole Loan documents), to the extent the lender's approval is required
     under the related loan documents;

                       (L) any renewal or replacement of the then existing
     insurance policies (to the extent the lender's approval is required under
     the Carson Pirie Scott Whole Loan documents) other than the RVI Policy or
     any waiver, modification or amendment of any insurance requirements under
     the Carson Pirie Scott Whole Loan document other than requirements relating
     to the RVI Policy;

                       (M) any change in the property manager at any Carson
     Pirie Scott Mortgaged Property; and

                       (N) the approval of additional indebtedness secured by
     any related Mortgaged Property, to the extent the lender's approval is
     required under the related loan documents;

     provided, that the consent of the Carson Pirie Scott B Note Operating
     Advisor to any such proposed action requiring its consent under this
     Section 3.31(b) shall be deemed given if the Carson Pirie Scott B Note
     Operating Advisor fails to notify the Special Servicer or the Master
     Servicer, as applicable, of its approval or disapproval of any such
     proposed action within ten Business Days of delivery to the Carson Pirie
     Scott B Note Operating Advisor by the Special Servicer or Master Servicer,
     as applicable, of written notice of such a proposed action, together with
     the information requested by the Carson Pirie Scott B Note Operating
     Advisor pursuant to this Section 3.31(b).

                                     -205-
<PAGE>

              Whether or not a Carson Pirie Scott Change of Control Event
     exists, the Majority Certificateholder shall have the right to consult with
     the Master Servicer or the Special Servicer, as applicable, regarding the
     Carson Pirie Scott Mortgage Loan.

                       (ii) Notwithstanding any direction to, or approval or
     disapproval of, or right to give direction to or to approve or disapprove,
     an action of, the Special Servicer or the Master Servicer by the Carson
     Pirie Scott B Note Operating Advisor, in no event shall the Special
     Servicer or the Master Servicer take any action or refrain from taking any
     action which would violate any law of any applicable jurisdiction, be
     inconsistent with the Carson Pirie Scott Whole Loan documents, be
     inconsistent with the Servicing Standard, violate the REMIC Provisions or
     violate any other provisions of this Agreement (it being understood and
     agreed that the taking of, or the refraining from taking, any action by the
     Special Servicer or the Master Servicer pursuant to a direction, approval
     or disapproval by the Carson Pirie Scott B Note Operating Advisor shall not
     constitute a violation of the provisions of this Agreement so long as such
     action or inaction is consistent with the Servicing Standard). The taking
     of, or refraining from taking, any action by the Special Servicer or Master
     Servicer contrary to the directions of, or in a manner disapproved by, the
     Carson Pirie Scott B Note Operating Advisor shall not constitute an Event
     of Default so long as the Special Servicer's or the Master Servicer's
     taking, or refraining from taking, such action in accordance with the
     direction of, or with the approval of, the Carson Pirie Scott B Note
     Operating Advisor would have violated any law of any applicable
     jurisdiction, would have been inconsistent with the Servicing Standard,
     would have violated the REMIC Provisions or would have violated any other
     provision of this Agreement.

                       (iii) The Carson Pirie Scott B Note Operating Advisor
     shall not owe any fiduciary duty to the Trustee, the Serviced Whole Loan
     Paying Agent, the Master Servicer, the Special Servicer or any
     Certificateholder. The Carson Pirie Scott B Note Operating Advisor will not
     have any liability to the Certificateholders for any action taken, or for
     refraining from the taking of any action or the giving of any consent, in
     good faith pursuant to this Agreement, or for errors in judgment. By its
     acceptance of a Certificate, each Certificateholder will be deemed to have
     confirmed its understanding that the Carson Pirie Scott B Note Operating
     Advisor may take or refrain from taking actions that favor the interests of
     the Carson Pirie Scott B Note Holder over the Certificateholders, and that
     the Carson Pirie Scott B Note Operating Advisor may have special
     relationships and interests that conflict with the interests of the
     Certificateholders and will be deemed to have agreed to take no action
     against the Carson Pirie Scott B Note Operating Advisor or any of its
     officers, directors, employees, principals or agents as a result of such a
     special relationship or conflict, and that the Carson Pirie Scott B Note
     Operating Advisor shall not be liable by reason of its having acted or
     refrained from acting solely in the interests of the Carson Pirie Scott B
     Note Holder.

                   (c) (i) The Carson Pirie Scott B Note Holder shall have the
     right, but not the obligation, to cure a monetary Carson Pirie Scott Event
     of Default or a material Carson Pirie Scott Event of Default that is
     capable of being cured within thirty (30) days, in each case within five
     (5) Business Days following the first notice of such Carson Pirie Scott
     Event of Default and at no other times (the "Carson Pirie Scott B Note
     Holder Cure Right") and, during such five (5) Business Day period, neither
     the Master Servicer nor the Special Servicer shall accelerate the related
     Mortgage Notes. At the time such cure payment is made, the Carson Pirie
     Scott B Note Holder exercising the Carson Pirie Scott B Note Holder Cure
     Right shall be required to (i) make

                                     -206-
<PAGE>

     all required Delinquency Advances (without giving effect to any
     determination that such Delinquency Advance would be a Nonrecoverable
     Advance) on the Carson Pirie Scott Mortgage Loan, (ii) pay or reimburse the
     Master Servicer and the Trustee, as applicable, for all unreimbursed
     Advances, together with Advance Interest thereon, theretofore made or
     required to be made by the Master Servicer or the Trustee (without giving
     effect to any determination that such Advance would be a Nonrecoverable
     Advance), in each case to the extent relating to such Carson Pirie Scott
     Whole Loan and (iii) if, in addition to the failure by the Mortgagor to
     make a payment of principal or interest on the Carson Pirie Scott Whole
     Loan, the related Mortgagor is in default beyond any applicable notice
     and/or grace periods in the performance or observance of any of its other
     obligations under the related Carson Pirie Scott Mortgage Loan documents
     the failure of which to cure, in the reasonable good-faith business
     judgment of the Special Servicer, exercised in accordance with the
     Servicing Standard, materially and adversely affects the interests of the
     Certificateholders and such default is susceptible to cure whether by the
     making of a Servicing Advance or another monetary payment or otherwise,
     make such Servicing Advance or monetary payment or otherwise effect such
     cure (any such payment or reimbursement, together with any Carson Pirie
     Scott B Note Holder Cure Deposit, a "Carson Pirie Scott B Note Holder Cure
     Advance"). So long as a Carson Pirie Scott Event of Default exists for
     which a Carson Pirie Scott B Note Holder Cure Advance permitted hereunder
     is made or the Carson Pirie Scott B Note Holder Cure Right permitted
     hereunder is being exercised, the Master Servicer, the Trustee and the
     Special Servicer shall not treat such Carson Pirie Scott Event of Default
     as a Carson Pirie Scott Event of Default (i) for purposes of Section 4 of
     the Carson Pirie Scott Agreement Among Noteholders, (ii) for purposes of
     accelerating such Carson Pirie Scott Whole Loan or modifying, amending or
     waiving any provisions of the related Mortgage Loan documents in connection
     with a Workout of the Carson Pirie Scott Whole Loan or commencing
     proceedings for foreclosure or the taking of title by deed-in-lieu of
     foreclosure or other similar legal proceedings with respect to the related
     Mortgaged Property or (iii) for the purpose of determining whether a
     Servicing Transfer Event has occurred provided, however, that such
     limitations shall not prevent the Master Servicer, the Trustee or the
     Special Servicer from sending notices of the Carson Pirie Scott Event of
     Default to the related Mortgagor or any related guarantor.

                       (ii) The right of the Carson Pirie Scott B Note Holder to
     exercise its Carson Pirie Scott B Note Holder Cure Rights or to cause a
     Carson Pirie Scott Special Servicing Delay shall be subject to the
     limitations that there be no more than six Carson Pirie Scott B Note Holder
     Cure Events and/or Carson Pirie Scott Special Servicing Delays for the
     Carson Pirie Scott Whole Loan in any twelve calendar month period and that
     no combination of Carson Pirie Scott B Note Holder Cure Events and Carson
     Pirie Scott Special Servicing Delays may continue for more than three
     consecutive months. For purposes of this Agreement, (i) a single "Carson
     Pirie Scott B Note Holder Cure Event" shall mean the continuous exercise by
     the Carson Pirie Scott B Note Holder of Carson Pirie Scott B Note Holder
     Cure Rights for up to three consecutive months in the aggregate (but
     without regard to the number of Carson Pirie Scott Events of Default cured
     during such period) and (ii) a Carson Pirie Scott Special Servicing Delay
     that also constitutes a Carson Pirie Scott B Note Holder Cure Event or that
     occurs simultaneously with a Carson Pirie Scott B Note Holder Cure Event
     shall be counted solely as a Carson Pirie Scott B Note Holder Cure Event
     and shall not be separately counted in determining compliance with the
     preceding sentence. In no event shall any Carson Pirie Scott B Note Holder,
     a majority of whose

                                     -207-
<PAGE>

     interests are owned by a Carson Pirie Scott Borrower Affiliate, have the
     rights set forth in this section.

                       (iii) The right of a Carson Pirie Scott B Note Holder to
     reimbursement for any payment made by it pursuant to this Section 3.31(c)
     shall be subordinate in all respects to the rights of the Trust to
     distributions of interest (other than Default Interest) and principal with
     respect to the Carson Pirie Scott Whole Loan and to the rights of the
     Trustee, Serviced Whole Loan Paying Agent, the Master Servicer and the
     Special Servicer to distributions of the Trustee Fee, the Servicing Fee,
     the Special Servicing Fee, Advances, reimbursements of Advance Interest and
     any other compensation, indemnity payments or other amounts distributable
     to them pursuant to Section 3.04 or Section 3.05 or payable to them
     pursuant to or any other provision of this Agreement.

                       (iv) The determination that a Servicing Transfer Event
     for the Carson Pirie Scott Whole Loan has occurred shall be delayed (each
     such delay for one month or for two consecutive months in the aggregate,
     but in the case of a single such delay of no more than three consecutive
     months, a "Carson Pirie Scott Special Servicing Delay") upon the occurrence
     of an event described in clause (3) of the definition of "Specially
     Serviced Mortgage Loan" (unless an event described in clause (2) or (4) of
     the definition of "Specially Serviced Mortgage Loan" has occurred that has
     not been or is not being cured by the related Mortgagor or unless an event
     described in clause (1), (5), (6), (7) or (8) of the definition of
     "Specially Serviced Mortgage Loan" is also occurring) if, by the earlier to
     occur of (i) the next Due Date and (ii) the tenth (10th) Business Day
     following notice to the Carson Pirie Scott B Note Holder of such event
     (which notice shall be given no later than five (5) Business Days prior to
     the next Due Date after the occurrence of such event), the Carson Pirie
     Scott B Note Holder shall have deposited with the Master Servicer an amount
     equal to the Monthly Payment due on the first Due Date following such
     deposit; provided,

                            (A) such deposit shall be irrevocable at any time on
     or prior to such first Due Date and

                            (B) in the event that: (1) the Mortgagor fails to
     make the Monthly Payment on the first Due Date, such deposit shall be
     applied by the Master Servicer as the Carson Pirie Scott B Note Holder Cure
     Advance on such Due Date as provided in, and subject to the limitations
     provided in this Section 3.31(c); (2) the Mortgagor makes the Monthly
     Payment on such first Due Date but the event described in clause (3) of the
     definition of "Specially Serviced Mortgage Loan" is continuing, such
     deposit shall either (x) be retained by the Master Servicer for application
     as provided in subsection (c)(iv)(B)(1) above on the second Due Date
     following the date of deposit or (y) be returned to the Carson Pirie Scott
     B Note Holder making such deposit on the Business Day following the written
     request for such return (so long as such request is made on or prior to the
     fifth (5th) Business Day following the first Due Date following the date of
     deposit); or (3) the Mortgagor makes the Monthly Payment on the first Due
     Date and the event described in clause (3) of the definition of "Specially
     Serviced Mortgage Loan" is not continuing, such deposit shall be returned
     to the Carson Pirie Scott B Note Holder making such deposit on the Business
     Day following the first Due Date following the date of deposit.

                                     -208-
<PAGE>

                            (C) Any deposit pursuant to subsection (c)(iv)(A) or
     (c)(iv)(B) above is referred to herein as a "Carson Pirie Scott B Note
     Holder Cure Deposit." For purposes of the proviso to the third preceding
     sentence, in the event that a Carson Pirie Scott B Note Holder Cure Deposit
     is retained by the Master Servicer pursuant to subsection (c)(iv)(B)(2)(x)
     above, the "first Due Date," the "second Due Date" and the "date of
     deposit" for subsequent periods shall be determined as if the "date of
     deposit" had been the date on which the deposit was most recently retained
     pursuant to such subsection (c)(iv)(B)(2)(x).

     Section 3.32 Will-O-Wisp Apartments Control Rights.

              (a) The Master Servicer and the Special Servicer each shall have
     the right without the consent of the Will-O-Wisp Apartments B Note Holder
     to enter into any amendment, deferral, extension, modification, increase,
     renewal, replacement, consolidation, supplement or waiver (collectively, a
     "Will-O-Wisp Apartments Loan Modification") of the Will-O-Wisp Apartments
     Mortgage Loan, the Will-O-Wisp Apartments B Note, the Will-O-Wisp
     Apartments Whole Loan or related mortgage loan documents, provided that,
     unless the Master Servicer or the Special Servicer, as applicable, shall
     have first obtained the written consent of the Will-O-Wisp Apartments B
     Note Holder in each instance, the lien priority of the related Mortgage may
     not be adversely affected and no such Will-O-Wisp Apartments Loan
     Modification shall (i) increase the interest rate or principal amount of
     the Will-O-Wisp Apartments Mortgage Loan, (ii) increase in any other
     material respect any monetary obligations of the related Mortgagor under
     the Mortgage Loan documents, (iii) decrease, forgive, waive, release or
     defer the interest or the interest rate or principal amount of the
     Will-O-Wisp Apartments B Note or forgive, waive, decrease, defer or release
     all or any portion of the Will-O-Wisp Apartments B Note, (iv) shorten the
     scheduled maturity date of the Will-O-Wisp Apartments Mortgage Loan, (v)
     increase the term of the Will-O-Wisp Apartments B Note to a date occurring
     after the Will-O-Wisp Apartments Mortgage Loan maturity date, (vi) accept a
     grant of any lien on or security interest in any collateral or property of
     the related Mortgagor or any other Person not originally granted under the
     related Mortgage Loan documents unless the same shall also secure the
     Will-O-Wisp Apartments B Note, (vii) modify or amend the terms and
     provisions of any cash management agreement with respect to the manner,
     timing and method of the application of payments under the related Mortgage
     Loan documents, (viii) cross-default the Will-O-Wisp Apartments Mortgage
     Loan with any other indebtedness, (ix) obtain any contingent interest,
     additional interest or so-called "kicker" measured on the basis of the cash
     flow or appreciation of the related Mortgaged Property, (x) release the
     lien of the Mortgage securing the Will-O-Wisp Apartments B Note (except in
     connection with a payment in full of the Will-O-Wisp Apartments Whole Loan
     or with respect to a de minimis portion of the related Mortgaged Property
     or as provided in the related Mortgage Loan documents as executed on the
     date of origination of the Will-O-Wisp Apartments Whole Loan), (xi) spread
     the lien of the related Mortgage to encumber additional real property
     unless the same shall also secure the Will-O-Wisp Apartments B Note, or
     (xii) extend the period during which voluntary prepayments are prohibited
     or impose any prepayment fee or premium or yield maintenance charge in
     connection with a prepayment of the Will-O-Wisp Apartments Mortgage Loan
     when none is required at the time the Will-O-Wisp Apartments Mortgage Loan
     is closed or after the current maturity date of the Will-O-Wisp Apartments
     Mortgage Loan or increase the amount of such prepayment fee, premium or
     yield maintenance charge or otherwise modify any prepayment or defeasance
     provision in a manner materially adverse to the Will-O-Wisp Apartments B
     Note Holder; provided, however, that in no event shall

                                     -209-
<PAGE>

     the Master Servicer or the Special Servicer be obligated to get the
     Will-O-Wisp Apartments B Note Holder's consent to any Will-O-Wisp
     Apartments Loan Modification (including those expressly prohibited above),
     and the Master Servicer and Special Servicer each shall have the right
     without the consent of the Will-O-Wisp Apartments B Note Holder in each
     instance to enter into any Will-O-Wisp Apartments Loan Modification of the
     Will-O-Wisp Apartments Mortgage Loan, the Will-O-Wisp Apartments B Note,
     the Will-O-Wisp Apartments Whole Loan or the related Mortgage Loan
     documents, after the occurrence of a Will-O-Wisp Apartments Change of
     Control Event.

                   (b) The Will-O-Wisp Apartments B Note Holder shall not have
     the right to enter into any assumption, amendment, deferral, extension,
     modification, increase, renewal, replacement, consolidation, supplement or
     waiver of the Will-O-Wisp Apartments B Note or the related mortgage loan
     documents without the prior written consent of the Master Servicer in each
     instance (not to be unreasonably withheld or delayed if the requested
     action is non-material).

     Section 3.33 Mezzanine Matters Relating to the Johnstown Galleria Mortgage
Loan, the Randolph A&P Mortgage Loan, the Blairstown A&P Mortgage Loan and the
Food Basics Paterson Mortgage Loan.

                   (a) Prior to the Master Servicer commencing any Enforcement
     Action (as defined under the Johnstown Galleria Mezzanine Intercreditor
     Agreement, the Randolph A&P Mezzanine Intercreditor Agreement, the
     Blairstown A&P Mezzanine Intercreditor Agreement or the Food Basics
     Paterson Mezzanine Intercreditor Agreement, as applicable) with respect to
     the Johnstown Galleria Mortgage Loan, the Randolph A&P Mortgage Loan, the
     Blairstown A&P Mortgage Loan or the Food Basics Paterson Mortgage Loan, as
     applicable, by reason of a default under the related loan documents, the
     Master Servicer shall provide written notice of such default to the related
     Mezzanine Lender and any related Loan Pledgee (as defined under the related
     Mezzanine Intercreditor Agreement) entitled to notice thereof pursuant to
     the related Mezzanine Intercreditor Agreement, whether or not the Master
     Servicer is obligated to give notice thereof to the related Mortgagor and
     shall permit such Mezzanine Lender an opportunity to cure such default upon
     the terms set forth in the related Mezzanine Intercreditor Agreement.

                   (b) Pursuant to the terms of the Johnstown Galleria Mezzanine
     Intercreditor Agreement, the Randolph A&P Mezzanine Intercreditor
     Agreement, the Blairstown A&P Mezzanine Intercreditor Agreement or the Food
     Basics Paterson Mezzanine Intercreditor Agreement, as applicable, if (a)
     the Johnstown Galleria Mortgage Loan, the Randolph A&P Mortgage Loan, the
     Blairstown A&P Mortgage Loan or the Food Basics Paterson Mortgage Loan, as
     applicable, has been accelerated, (b) any proceeding to foreclose or
     otherwise enforce the related mortgage or other security for the Johnstown
     Galleria Mortgage Loan, the Randolph A&P Mortgage Loan, the Blairstown A&P
     Mortgage Loan or the Food Basics Paterson Mortgage Loan, as applicable, has
     been commenced, or (c) with respect the Randolph A&P Mortgage Loan, the
     Blairstown A&P Mortgage Loan or the Food Basics Paterson Mortgage Loan, as
     applicable, if such Mortgage Loan has become a Specially Serviced Mortgage
     Loan, then upon ten Business Days prior written notice to the Master
     Servicer, the applicable Mezzanine Lender shall have the right to purchase,
     in whole but not in part, the related Mezzanine Mortgage Loan for a price
     set forth in the related Mezzanine Intercreditor Agreement. Concurrently
     with payment to the Master Servicer of such purchase price, the

                                     -210-
<PAGE>

     Master Servicer shall deliver or cause to be delivered to the applicable
     Mezzanine Lender or its designee all loan documents relating to the related
     Mezzanine Mortgage Loan held by the Master Servicer and will execute in
     favor of the related Mezzanine Lender or its designee assignment
     documentation, in form and substance reasonably acceptable to such
     Mezzanine Lender, at the sole cost and expense of such Mezzanine Lender, to
     assign the applicable Mezzanine Mortgage Loan and its rights under the
     related loan documents (without recourse, representations or warranties,
     except for (i) representations as to the outstanding balance of the related
     Mezzanine Mortgage Loan, (ii) representations as to the Trust not having
     assigned or encumbered its rights in the related Mezzanine Mortgage Loan
     and (iii) with respect to the Johnstown Galleria Mortgage Loan in addition
     to the exceptions set forth in clause (i) and (ii), representations as to
     reserve and escrow balances) and the Special Servicer shall notify the
     related Mezzanine Lender if the event in clause (a), (b) or (c) of this
     Section 3.33 has occurred.

                                   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 each Single Loan 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:

                   (b) 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;

                       (i) 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

                       (ii) 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

                                     -211-
<PAGE>

     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).

              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.

                   (c) 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:

                   (d) 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;

                       (i) 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 and
     LA-1-2-D, (I) the aggregate Uncertificated Principal Balance of the REMIC
     II Regular Interests LA-1-1, LA-1-2-A, LA-1-2-B and LA-1-2-C shall
     correspond with the outstanding Class Principal

                                     -212-
<PAGE>

     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 and 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; (B) with respect to distributions of principal in
     respect of REMIC II Regular Interests LA-2-A, LA-2-B, LA-2-C and LA-2-D,
     (I) the aggregate Uncertificated Principal Balance of the REMIC II Regular
     Interests LA-2-A, LA-2-B, LA-2-C and LA-2-D 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, 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 and the
     Uncertificated Principal Balance of the REMIC II Regular Interest LA-2-D
     will only be reduced after the Uncertificated Principal Balance of the
     REMIC II Regular Interest LA-2-C has been reduced to zero; (C) with respect
     to distributions of principal in respect of REMIC II Regular Interests
     LA-3-A, LA-3-B and LA-3-C, (I) the aggregate Uncertificated Principal
     Balance of the REMIC II Regular Interests LA-3-A, LA-3-B and LA-3-C shall
     correspond with the outstanding Class Principal Balance of the Class A-3
     Certificates and (II) the Uncertificated Principal Balance of the REMIC II
     Regular Interest LA-3-B will only be reduced after the Uncertificated
     Principal Balance of the REMIC II Regular Interest LA-3-A has been reduced
     to zero and the Uncertificated Principal Balance of the REMIC II Regular
     Interest LA-3-C will only be reduced after the Uncertificated Principal
     Balance of the REMIC II Regular Interest LA-3-B has been reduced to zero;
     (D) with respect to distributions of principal in respect of REMIC II
     Regular Interests LA-4-A, LA-4-B, LA-4-C, LA-4-D, LA-4-E and LA-4-F, (I)
     the aggregate Uncertificated Principal Balance of the REMIC II Regular
     Interests LA-4-A, LA-4-B, LA-4-C, LA-4-D, LA-4-E and LA-4-F shall
     correspond with the outstanding Class Principal Balance of the Class A-4
     Certificates and (II) the Uncertificated Principal Balance of the REMIC II
     Regular Interest LA-4-B will only be reduced after the Uncertificated
     Principal Balance of the REMIC II Regular Interest LA-4-A has been reduced
     to zero, the Uncertificated Principal Balance of the REMIC II Regular
     Interest LA-4-C will only be reduced after the Uncertificated Principal
     Balance of the REMIC II Regular Interest LA-4-B has been reduced to zero,
     the Uncertificated Principal Balance of the REMIC II Regular Interest
     LA-4-D will only be reduced after the Uncertificated Principal Balance of
     the REMIC II Regular Interest LA-4-C has been reduced to zero, the
     Uncertificated Principal Balance of the REMIC II Regular Interest LA-4-E
     will only be reduced after the Uncertificated Principal Balance of the
     REMIC II Regular Interest LA-4-D has been reduced to zero and the
     Uncertificated Principal Balance of the REMIC II Regular Interest LA-4-F
     will only be reduced after the Uncertificated Principal Balance of the
     REMIC II Regular Interest LA-4-E has been reduced to zero; (E) with respect
     to distributions of principal in respect of REMIC II Regular Interests
     LA1-1, LA1-2-A, LA1-2-B, LA1-2-C, LA1-2-D, LA1-2-E, LA1-2-F, LA1-2-G,
     LA1-2-H, LA1-2-I, LA1-2-J, LA1-2-K, LA1-2-L and LA1-2-M, (I) the aggregate
     Uncertificated Principal Balance of the REMIC II Regular Interests LA1-1,
     LA1-2-A, LA1-2-B, LA1-2-C, LA1-2-D, LA1-2-E, LA1-2-F, LA1-2-G, LA1-2-H,
     LA1-2-I, LA1-2-J,

                                     -213-
<PAGE>

     LA1-2-K, LA1-2-L and LA1-2-M shall correspond with the outstanding Class
     Principal Balance of the Class A-1A Certificates and (II) the
     Uncertificated Principal Balance of the REMIC II Regular Interest LA1-2-A
     will only be reduced after the Uncertificated Principal Balance of the
     REMIC II Regular Interest LA1-1 has been reduced to zero, the
     Uncertificated Principal Balance of the REMIC II Regular Interest LA1-2-B
     will only be reduced after the Uncertificated Principal Balance of the
     REMIC II Regular Interest LA1-2-A has been reduced to zero, the
     Uncertificated Principal Balance of the REMIC II Regular Interest LA1-2-C
     will only be reduced after the Uncertificated Principal Balance of the
     REMIC II Regular Interest LA1-2-B has been reduced to zero, the
     Uncertificated Principal Balance of the REMIC II Regular Interest LA1-2-D
     will only be reduced after the Uncertificated Principal Balance of the
     REMIC II Regular Interest LA1-2-C has been reduced to zero, the
     Uncertificated Principal Balance of the REMIC II Regular Interest LA1-2-E
     will only be reduced after the Uncertificated Principal Balance of the
     REMIC II Regular Interest LA1-2-D has been reduced to zero, the
     Uncertificated Principal Balance of the REMIC II Regular Interest LA1-2-F
     will only be reduced after the Uncertificated Principal Balance of the
     REMIC II Regular Interest LA1-2-E has been reduced to zero, the
     Uncertificated Principal Balance of the REMIC II Regular Interest LA1-2-G
     will only be reduced after the Uncertificated Principal Balance of the
     REMIC II Regular Interest LA1-2-F has been reduced to zero, the
     Uncertificated Principal Balance of the REMIC II Regular Interest LA1-2-H
     will only be reduced after the Uncertificated Principal Balance of the
     REMIC II Regular Interest LA1-2-G has been reduced to zero, the
     Uncertificated Principal Balance of the REMIC II Regular Interest LA1-2-I
     will only be reduced after the Uncertificated Principal Balance of the
     REMIC II Regular Interest LA1-2-H has been reduced to zero, the
     Uncertificated Principal Balance of the REMIC II Regular Interest LA1-2-J
     will only be reduced after the Uncertificated Principal Balance of the
     REMIC II Regular Interest LA1-2-I has been reduced to zero; the
     Uncertificated Principal Balance of the REMIC II Regular Interest LA1-2-K
     will only be reduced after the Uncertificated Principal Balance of the
     REMIC II Regular Interest LA1-2-J has been reduced to zero, the
     Uncertificated Principal Balance of the REMIC II Regular Interest LA1-2-L
     will only be reduced after the Uncertificated Principal Balance of the
     REMIC II Regular Interest LA1-2-K has been reduced to zero and the
     Uncertificated Principal Balance of the REMIC II Regular Interest LA1-2-M
     will only be reduced after the Uncertificated Principal Balance of the
     REMIC II Regular Interest LA1-2-L has been reduced to zero; (F) with
     respect to distributions of principal in respect of REMIC II Regular
     Interests LE-A and LE-B, (I) the aggregate Uncertificated Principal Balance
     of the REMIC II Regular Interests LE-A and LE-B shall correspond with the
     outstanding Class Principal Balance of the Class E Certificates and (II)
     the Uncertificated Principal Balance of the REMIC II Regular Interest LE-B
     will only be reduced after the Uncertificated Principal Balance of the
     REMIC II Regular Interest LE-A has been reduced to zero; (G) with respect
     to distributions of principal in respect of REMIC II Regular Interests
     LF-A, LF-B, LF-C and LF-D, (I) the aggregate Uncertificated Principal
     Balance of the REMIC II Regular Interests LF-A, LF-B, LF-C and LF-D shall
     correspond with the outstanding Class Principal Balance of the Class F
     Certificates and (II) the Uncertificated Principal Balance of the REMIC II
     Regular Interest LF-B will only be reduced after the Uncertificated
     Principal Balance of the REMIC II Regular Interest LF-A has been reduced to
     zero, the Uncertificated Principal Balance of the REMIC II Regular Interest
     LF-C will only be reduced after the Uncertificated Principal Balance of the
     REMIC II Regular Interest LF-B has been reduced to zero and the
     Uncertificated Principal Balance of the REMIC II Regular Interest LF-D will
     only be reduced after the Uncertificated Principal Balance of the REMIC II
     Regular Interest LF-C has

                                     -214-
<PAGE>

     been reduced to zero; (H) 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; (I) 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; (J) with respect to distributions of principal in
     respect of REMIC II Regular Interests LJ-A and LJ-B, (I) the aggregate
     Uncertificated Principal Balance of the REMIC II Regular Interests LJ-A and
     LJ-B 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; (K) with respect to distributions of principal in
     respect of REMIC II Regular Interests LK-A and LK-B, (I) the aggregate
     Uncertificated Principal Balance of the REMIC II Regular Interests LK-A and
     LK-B shall correspond with the outstanding Class Principal Balance of the
     Class K Certificates and (II) the Uncertificated Principal Balance of the
     REMIC II Regular Interest LK-B will only be reduced after the
     Uncertificated Principal Balance of the REMIC II Regular Interest LK-A has
     been reduced to zero; and (L) with respect to distributions of principal in
     respect of REMIC II Regular Interests LL-A, the aggregate Uncertificated
     Principal Balance of the REMIC II Regular Interests LL-A shall correspond
     with the outstanding Class Principal Balance of the Class L Certificates.

                       (ii) 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 and LA-1-2-C, any Realized Losses and
     Additional Trust Fund Expenses shall be allocated and reimbursed first to
     the 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, LA-2-C and LA-2-D any Realized Losses and Additional Trust
     Fund Expenses shall be allocated and reimbursed first to the REMIC II
     Regular Interest LA-2-D, then to REMIC II Regular Interest LA-2-C, then to
     the REMIC II Regular Interest LA-2-B and then to the REMIC II Regular
     Interest LA-2-A, (C) with respect to REMIC II Regular Interests LA-3-A,
     LA-3-B and LA-3-C any Realized Losses and Additional Trust Fund Expenses
     shall be allocated and reimbursed first to the REMIC II Regular Interest
     LA-3-C, then to the REMIC II Regular Interest LA-3-B and then to the REMIC
     II Regular Interest LA-3-A, (D) with respect to REMIC II Regular Interests
     LA-4-A, LA-4-B, LA-4-C, LA-4-D, LA-4-E and LA-4-F any Realized Losses and
     Additional Trust Fund Expenses shall be allocated and reimbursed first to

                                     -215-
<PAGE>

     the REMIC II Regular Interest LA-4-F, then to the REMIC II Regular Interest
     LA-4-E, then to the REMIC II Regular Interest LA-4-D, then to the REMIC II
     Regular Interest LA-4-C, then to the REMIC II Regular Interest LA-4-B and
     then to the REMIC II Regular Interest LA-4-A, (E) with respect to REMIC II
     Regular Interests LA1-1, LA1-2-A, LA1-2-B, LA1-2-C, LA1-2-D, LA1-2-E,
     LA1-2-F, LA1-2-G, LA1-2-H, LA1-2-I, LA1-2-J, LA1-2-K, LA1-2-L and LA1-2-M
     any Realized Losses and Additional Trust Fund Expenses shall be allocated
     and reimbursed first to REMIC II Regular Interest LA1-2-M, then to REMIC II
     Regular Interest LA1-2-L, then to REMIC II Regular Interest LA1-2-K, then
     to REMIC II Regular Interest LA1-2-J, then to REMIC II Regular Interest
     LA1-2-I, then to REMIC II Regular Interest LA1-2-H, then to REMIC II
     Regular Interest LA1-2-G, then to the REMIC II Regular Interest LA1-2-F,
     then to REMIC II Regular Interest LA1-2-E, then to REMIC II Regular
     Interest LA1-2-D, then to REMIC II Regular Interest LA1-2-C, then to REMIC
     II Regular Interest LA1-2-B, then to REMIC II Regular Interest LA1-2-A and
     then to REMIC II Regular Interest LA1-1, (F) with respect to REMIC II
     Regular Interests LE-A and LE-B, any Realized Losses and Additional Trust
     Fund Expenses shall be allocated and reimbursed first to the REMIC II
     Regular Interest LE-B and then to REMIC II Regular Interest LE-A, (G) with
     respect to REMIC II Regular Interests LF-A, LF-B, LF-C and LF-D, any
     Realized Losses and Additional Trust Fund Expenses shall be allocated and
     reimbursed first to the REMIC II Regular Interest LF-D, then to the REMIC
     II Regular Interest LF-C, then to the REMIC II Regular Interest LF-B and
     then to REMIC II Regular Interest LF-A, (H) 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, (I) 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, (J) with respect
     to REMIC II Regular Interests LJ-A and LJ-B, any Realized Losses and
     Additional Trust Fund Expenses shall be allocated and reimbursed first to
     the REMIC II Regular Interest LJ-B and then to REMIC II Regular Interest
     LJ-A, (K) with respect to REMIC II Regular Interests LK-A and LK-B, any
     Realized Losses and Additional Trust Fund Expenses shall be allocated and
     reimbursed first to the REMIC II Regular Interest LK-B and then to REMIC II
     Regular Interest LK-A, and (L) with respect to REMIC II Regular Interests
     LL-A, any Realized Losses and Additional Trust Fund Expenses shall be
     allocated and reimbursed to the 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).

                                     -216-
<PAGE>

              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.

                   (e) 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:

                       (i) to pay interest: (A) pro rata, to the Holders of the
     Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, up to an amount
     equal to all Distributable Certificate Interest for each of the Class A-1,
     Class A-2, Class A-3 and Class A-4 Certificates for such Distribution Date
     and, to the extent not previously paid, for each prior Distribution Date,
     if any, from the Loan Group 1 Available Distribution Amount; (B) to the
     Holders of the Class A-1A Certificates, up to an amount equal to all
     Distributable Certificate Interest for the Class A-1A Certificates for such
     Distribution Date and, to the extent not previously paid, for each prior
     Distribution Date, if any, from the Loan Group 2 Available Distribution
     Amount; and (C) pro rata, to the holders of the Class X-1 and Class X-2
     Certificates, up to an amount equal to all Distributable Certificate
     Interest for the Class X-1 and Class X-2 Certificates for such Distribution
     Date, and to the extent not previously paid, for each prior Distribution
     Date, if any, from the Available Distribution Amount; provided, if the
     Available Distribution Amount (or applicable portion thereof) is not
     sufficient to pay all of the foregoing, pro rata, to the Holders of the
     respective Classes of Senior Certificates, up to an amount equal to all
     Distributable Certificate Interest for each such Class of Certificates for
     such Distribution Date;

                       (ii) to pay principal: (A)(1) first to the Holders of the
     Class A-1 Certificates, in an amount up to the Loan Group 1 Principal
     Distribution Amount and, after the Class Principal Balance of the Class
     A-1A Certificates has been reduced to zero, the Loan Group 2 Principal
     Distribution Amount remaining after payments to the Holders of the Class
     A-1A Certificates have been made on such Distribution Date until the Class
     Principal Balance of the Class A-1 Certificates has been reduced to zero;
     (2) second to the Holders of the Class A-2 Certificates in an amount up to
     the Loan Group 1 Principal Distribution Amount remaining after payments to
     the Holders of the Class A-1 Certificates have been made on such
     Distribution Date, and, after the Class Principal Balance of the Class A-1A
     Certificates has been reduced to zero, the Loan Group 2 Principal
     Distribution Amount remaining after payments to the Holders of the Class
     A-1A and the Class A-1 Certificates have been made on such Distribution
     Date until the Class Principal Balance of the Class A-2 Certificates has
     been reduced to zero; (3) third to the Holders of the Class A-3
     Certificates in an amount up to the Loan Group 1 Principal Distribution
     Amount remaining after payments to the Holders of the Class A-1 and Class
     A-2 Certificates have been made on such Distribution Date, and, after the
     Class Principal Balance of the Class A-1A Certificates has been reduced to
     zero, the Loan Group 2 Principal Distribution Amount remaining after
     payments to the Holders of the Class A-1A, the Class A-1 and

                                     -217-
<PAGE>

     Class A-2 Certificates have been made on such Distribution Date until the
     Class Principal Balance of the Class A-3 Certificates has been reduced to
     zero; (4) fourth to the Holders of the Class A-4 Certificates in an amount
     up to the Loan Group 1 Principal Distribution Amount remaining after
     payments to the Holders of the Class A-1, Class A-2 and Class A-3
     Certificates have been made on such Distribution Date, and, after the Class
     Principal Balance of the Class A-1A Certificates has been reduced to zero,
     the Loan Group 2 Principal Distribution Amount remaining after payments to
     the Holders of the Class A-1A, the Class A-1, Class A-2 and Class A-3
     Certificates have been made on such Distribution Date until the Class
     Principal Balance of the Class A-4 Certificates has been reduced to zero;
     and (B) to the Holders of the Class A-1A Certificates in an amount up to
     the Loan Group 2 Principal Distribution Amount and, after the Class
     Principal Balances of the Class A-1, Class A-2, and Class A-3 and Class A-4
     Certificates have been reduced to zero, the Loan Group 1 Principal
     Distribution Amount remaining after payments to the Holders of the Class
     A-1, Class A-2, Class A-3 and Class A-4 Certificates have been made on such
     Distribution Date, in each case, until the Class Principal Balance of the
     Class A-1A Certificates has been reduced to zero;

                       (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;

                                     -218-
<PAGE>

                       (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, 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, previously

                                     -219-
<PAGE>

     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, previously deemed allocated to such Class of
     Certificates and for which no reimbursement has previously been received;

                                     -220-
<PAGE>

                       (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;

                       (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;

                                     -221-
<PAGE>

                       (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
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class O 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 Certificates, up to an
     amount equal to the lesser of (A) the then outstanding Class Principal
     Balance of such Class O Certificates and (B) the remaining Principal
     Distribution Amount for such Distribution Dates; (xxxix) to reimburse the
     Holders of the Class O Certificates, up to an amount equal to all Realized
     Losses and Additional Trust Fund Expenses, if any, previously deemed
     allocated to such Class O Certificates and for which no reimbursement has
     previously been received;

                       (xl) 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;

                       (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

                                     -222-
<PAGE>

     Class O 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;

                       (xlii) 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;

                       (xliii) 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;

                       (xliv) 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

                       (xlv) 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) and (xli) 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) and (xli) 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:

                       (xlvi) 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

                       (xlvii) 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
     III in respect of the REMIC II Regular Interests on such Distribution Date
     pursuant to Section 4.01(b).

                                     -223-
<PAGE>

              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 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.

                   (f) 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

                                     -224-
<PAGE>

     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.

                   (g) 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.

                   (h) 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.

                   (i) 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

                                     -225-
<PAGE>

     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.

                   (j) 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:

                       (i) 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;

                       (ii) 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;

                       (iii) the amount of any distributions made on such
     Distribution Date to the Holders of each Class of Residual Certificates;

                                     -226-
<PAGE>

                       (iv) the aggregate amount of outstanding Delinquency
     Advances, with respect to the Mortgage Pool and with respect to each Loan
     Group, as of the related Determination Date;

                       (v) 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;

                       (vi) the aggregate Stated Principal Balance of the
     Mortgage Pool and of each Loan Group immediately before and after such
     Distribution Date and the percentage of the Cut-off Date Principal Balance
     of the Mortgage Pool and of each Loan Group which remains outstanding
     immediately after such Distribution Date;

                       (vii) the number, aggregate principal balance, weighted
     average remaining term to maturity and weighted average Mortgage Rate of
     the outstanding Mortgage Loans in the Mortgage Pool and with respect to
     each Loan Group at the close of business on the related Determination Date;

                       (viii) 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;

                       (ix) 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;

                       (x) 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;

                       (xi) 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;

                       (xii) 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;

                                     -227-
<PAGE>

                       (xiii) 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;

                       (xiv) the Distributable Certificate Interest in respect
     of each Class of REMIC III Regular Certificates for such Distribution Date;

                       (xv) 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;

                       (xvi) the Pass-Through Rate for each Class of REMIC III
     Regular Certificates for such Distribution Date;

                       (xvii) 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;

                       (xviii) the Certificate Factor for each Class of REMIC
     III Regular Certificates immediately following such Distribution Date;

                       (xix) the Principal Distribution Amount, the Loan Group 1
     Principal Distribution Amount and the Loan Group 2 Principal Distribution
     Amount for such Distribution Date;

                       (xx) 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;

                       (xxi) 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;

                       (xxii) any Appraisal Reduction Amounts on a loan-by-loan
     basis, and the total Appraisal Reduction Amounts, as of the related
     Determination Date; and

                       (xxiii) such additional information as contemplated by
     Exhibit G hereto.

     In the case of information furnished pursuant to subclauses (i), (ii),
     (iii) and (xvii) 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.

                                     -228-
<PAGE>

              The Trustee shall make available each month to the general public
     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 which is initially located at "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, the CMSA Reconciliation of Funds 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
     (which may also be made available to the general public). 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, each Serviced Companion Loan and Serviced B Note 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 (i), (ii) and
     (iii) 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, Directing Certificateholders
     and/or to the public any other

                                     -229-
<PAGE>

     information (such other information, collectively, "Additional
     Information") with respect to the Mortgage Loans, the Serviced Whole 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 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, Certificate
     Owners and Directing Certificateholder 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, Directing Certificateholders 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 Directing Certificateholder or is
     required by applicable law and, in the case of any Additional Information
     requested by a Certificate Owner or Certificateholder or Directing
     Certificateholder, such Certificate Owner or Certificateholder or Directing
     Certificateholder has delivered an executed certificate in the form of
     Exhibit H-1 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 4.02 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) and the Serviced Whole Loan Paying Agent in
     electronic form mutually acceptable to the Trustee and the Master Servicer
     the following reports or information:

                                     -230-
<PAGE>

     (i) a CMSA Delinquent Loan Status Report, (ii) a CMSA REO Status Report,
     (iii) a CMSA Historical Loan Modification and Corrected Mortgage Loan
     Report, (iv) a CMSA Historical Liquidation Report, (v) the CMSA Servicer
     Watch List, (vi) the CMSA Financial File, (vi) the CMSA Property File,
     (viii) the CMSA Comparative Financial Status Report and (ix) the Advance
     Interest Reconciliation Report.

              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): (i) the
     most current available year-to-date; (ii) each of the previous two full
     fiscal years stated separately (to the extent such information is in the
     Master Servicer's possession); and (iii) 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
     AFR/Bank of America Portfolio Mortgage Loan and the Tysons Corner Center
     Mortgage Loan to the extent such information is received), the Serviced
     Whole Loans and the 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 (v) through (xiii) and (xix) through (xxiii) of the
     description of the Distribution Date Statement in Section 4.02(a);

                                     -231-
<PAGE>

                       (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 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, on such date, the Master
     Servicer shall also deliver or cause to be delivered to the Serviced Whole
     Loan Paying Agent a report, in form reasonably acceptable to the Serviced
     Whole Loan Paying Agent, containing the information necessary for the
     Serviced Whole Loan Paying Agent to prepare the report specified in Section
     4.05(a).

              In addition, the Master Servicer is also required to perform with
     respect to each Mortgaged Property (except any Mortgaged Property securing
     the AFR/Bank of America Portfolio Mortgage Loan and the Tysons Corner
     Center Mortgage Loan or any Credit Lease Loan) and REO Property:

                       (1) Within 30 days after receipt of a quarterly operating
     statement, if any, commencing with the calendar quarter ended June 30,
     2004, 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

                                     -232-
<PAGE>

     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 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 and Serviced Whole 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 (or, with
     respect to a Non-Serviced Mortgage Loan, a related Non-Serviced Mortgage
     Loan Service Provider) 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 (or, with respect to a Non-Serviced Mortgage Loan, a
     related Non-Serviced Mortgage Loan Service Provider) 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

                                     -233-
<PAGE>

     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.

                   (d) The Master Servicer and the Special Servicer may make
     available to Certificate Owners and Serviced Companion Loan Holders and the
     Serviced B Note Holders 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, each Serviced Companion Loan and
     Serviced B Note 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 or Directing Certificateholder which pertain to
     the performance and servicing of the Mortgage Loans, Serviced Companion
     Loans, Serviced B Note 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 or Directing Certificateholder 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 received by the
     Master Servicer from any Non-Serviced Mortgage Loan Service Provider. 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 AFR/Bank of America Portfolio Mortgage Loan or the Tysons Corner Center
     Mortgage Loan or the related Mortgaged Property, it shall be forwarded
     separately.

                                     -234-
<PAGE>

     Section 4.03 Delinquency Advances.

                   (a) On each Delinquency Advance Date, the Master Servicer
     shall either (i) deposit into the Distribution Account from its own funds
     an amount equal to the aggregate amount of Delinquency Advances with
     respect to the Mortgage Loans (including, without limitation, the AFR/Bank
     of America Portfolio Mortgage Loan and the Tysons Corner Center Mortgage
     Loan), if any, to be made in respect of the related Distribution Date, (ii)
     apply amounts held in the Certificate Account or, with respect to the
     Mortgage Loans related to the Serviced Whole Loans, the related Serviced
     Whole Loan Custodial Account allocable to such Mortgage Loans, 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 amounts specified in clauses (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 or, if applicable, the amount allocable to a Mortgage Loan in the
     related Serviced Whole Loan Custodial 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, or with respect to the Serviced Whole Loan, the
     related Serviced Whole Loan Custodial 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 or the related Serviced Whole Loan
     Custodial 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 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 facsimile
     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). No Delinquency Advances shall be made by the Master
     Servicer or the Trustee with respect to any Serviced Companion Loans,
     Serviced B Note or any other companion loans or B Notes.

              With respect to Delinquency Advances relating to the AFR/Bank of
     America Portfolio Mortgage Loan, the Two Gateway Center Mortgage Loan and
     the Tysons Corner Center Mortgage Loan, the Master Servicer shall comply
     with the notice provisions (relating to the AFR/Bank of America Portfolio
     Mortgage Loan, the Two Gateway Center Mortgage Loan and the Tysons Corner
     Center Mortgage Loan, as applicable) set forth in Section 3.6 of the

                                     -235-
<PAGE>

     AFR/Bank of America Portfolio A Notes Intercreditor Agreement, Section 3.6
     of the Two Gateway Center Intercreditor Agreement and Section 3.6 of the
     Tysons Corner Center Intercreditor Agreement.

                   (b) The aggregate amount of Delinquency Advances to be made
     by the Master Servicer and, if applicable, the Trustee in respect of the
     Mortgage Loans (including, without limitation, Assumed Monthly Payments for
     Balloon Mortgage Loans (other than any Serviced Companion Loan or Serviced
     B Note) delinquent as to their respective Balloon Payments) and any REO
     Loans for any Distribution Date (including the AFR/Bank of America
     Portfolio Mortgage Loan and the Tysons Corner Center Mortgage Loan and any
     REO Loan related thereto) 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 (and, with respect to the AFR/Bank of America Portfolio Mortgage
     Loan and the Tysons Corner Center Mortgage Loan, net of all workout fees
     payable under the GMACCM 2003-C3 Pooling and Servicing Agreement and the
     COMM 2004-LNB2 Pooling and Servicing Agreement, as applicable), 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, if (i) an Appraisal Reduction Amount exists with respect to any
     Mortgage Loan (other than the AFR/Bank of America Portfolio Mortgage Loan
     and the Tysons Corner Center Mortgage Loan) that is a Required Appraisal
     Loan, (ii) if the Master Servicer has been notified by the GMACCM 2003-C3
     Master Servicer that an Appraisal Reduction Amount exists with respect to
     the AFR/Bank of America Portfolio Mortgage Loan and that the AFR/Bank of
     America Portfolio Mortgage Loan is a "Required Appraisal Loan" under the
     GMACCM 2003-C3 Pooling and Servicing Agreement or (iii) if the Master
     Servicer has been notified by the COMM 2004-LNB2 Master Servicer that an
     Appraisal Reduction Amount exists with respect to the Tysons Corner Center
     Mortgage Loan and that the Tysons Corner Center Mortgage Loan is a
     "Required Appraisal Loan" under the COMM 2004-LNB2 Pooling and Servicing
     Agreement, then, in the event of subsequent delinquencies thereon, the
     interest portion of the Delinquency Advance in respect of such Required
     Appraisal Loan, the AFR/Bank of America Portfolio Mortgage Loan or the
     Tysons Corner Center Mortgage Loan, 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 (a) the amount of the interest portion of such
     Delinquency Advance for such Required Appraisal Loan, the AFR/Bank of
     America Portfolio Mortgage Loan or the Tysons Corner Center Mortgage Loan,
     as applicable, for such Distribution Date without regard to this sentence,
     multiplied by (b) a fraction, expressed as a percentage, the numerator of
     which is equal to the Stated Principal Balance of such Required Appraisal
     Loan, the AFR/Bank of America Portfolio Mortgage Loan or the Tysons Corner
     Center Mortgage Loan, 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, the AFR/Bank of America Portfolio Mortgage Loan or
     the Tysons Corner Center Mortgage Loan, as applicable, immediately prior to
     such Distribution Date.

                   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

                                     -236-
<PAGE>

     Nonrecoverable Delinquency Advance. In addition, any Person, in considering
     whether (i) any Delinquency Advance is or (ii) any proposed Delinquency
     Advance, if made, would constitute, a Nonrecoverable Delinquency Advance,
     will be entitled to give due regard to the existence of any Nonrecoverable
     Advance or Workout-Delayed Reimbursement Amounts with respect to other
     Mortgage Loans, the recovery of which is being deferred or delayed at the
     time of such consideration by the Master Servicer or, if applicable, the
     Trustee, in light of the fact that proceeds on the related Mortgage Loan
     are a source of recovery not only for the Delinquency Advance under
     consideration, but also as a potential source of recovery of such
     Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which are
     or may be being deferred or delayed.

              With respect to the AFR/Bank of America Portfolio Mortgage Loan,
     the Master Servicer shall make its determination that it has made a
     Delinquency Advance on such Mortgage Loan that is a Nonrecoverable
     Delinquency Advance or that any proposed Delinquency Advance, if made,
     would constitute a Nonrecoverable Delinquency Advance with respect to such
     Mortgage Loan in accordance with this Section 4.03(b) independently of any
     determination made by the GMACCM 2003-C3 Master Servicer (or any master
     servicer with respect to a commercial mortgage securitization holding
     another AFR/Bank of America Portfolio Companion Loan) under the GMACCM
     2003-C3 Pooling and Servicing Agreement (or any related Other Pooling and
     Servicing Agreement with respect to an AFR/Bank of America Portfolio
     Companion Loan) in respect of the related AFR/Bank of America Portfolio
     Companion Loan. If the Master Servicer determines that a proposed
     Delinquency Advance with respect to the AFR/Bank of America Portfolio
     Mortgage Loan, if made, or any outstanding Delinquency Advance with respect
     to the AFR/Bank of America Portfolio Mortgage Loan previously made, would
     be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer
     shall provide the GMACCM 2003-C3 Master Servicer (and any master servicer
     with respect to a commercial mortgage securitization holding an AFR/Bank of
     America Portfolio Companion Loan) written notice of such determination
     within one Business Day of the date of such determination (except to the
     extent that the Master Servicer is also a master servicer with respect to
     any AFR/Bank of America Portfolio Companion Loan). If the Master Servicer
     receives written notice from the GMACCM 2003-C3 Master Servicer (or any
     master servicer with respect to a commercial mortgage securitization
     holding an AFR/Bank of America Portfolio Companion Loan) (or, to the extent
     that the Master Servicer is also the GMACCM 2003-C3 Master Servicer with
     respect to the related AFR/Bank of America Portfolio Companion Loan, has
     actual knowledge) that it has determined, with respect to the related
     AFR/Bank of America Portfolio Companion Loan, that any proposed advance of
     principal and/or interest with respect to the related AFR/Bank of America
     Portfolio Companion Loan would be, or any outstanding advance of principal
     and interest is, a nonrecoverable advance of principal and/or interest,
     then such determination shall be binding on the Certificateholders and none
     of the Master Servicer or the Trustee shall make any additional Delinquency
     Advances with respect to the AFR/Bank of America Portfolio Mortgage Loan
     unless the Master Servicer has consulted with the other related master
     servicers and they agree that circumstances with respect to the AFR/Bank of
     America Portfolio Whole Loan have changed such that a proposed future
     Delinquency Advance in respect of the AFR/Bank of America Portfolio
     Mortgage Loan would not be a Nonrecoverable Delinquency Advance; provided,
     however, that the determination of the GMACCM 2003-C3 Master Servicer or a
     related Other Servicer with respect to the commercial mortgage
     securitizations that hold an AFR/Bank of America Portfolio Companion Loan
     shall not be binding on the Certificateholders

                                     -237-
<PAGE>

     in the event that such Other Servicer that made such determination is not
     approved as a master servicer by either of the Rating Agencies, and, in
     such event, the Master Servicer or the Trustee, as applicable, shall make
     its own determination of recoverability. Notwithstanding the foregoing, the
     Master Servicer shall continue to have the discretion provided in this
     Agreement to determine that any future Delinquency Advance or outstanding
     Delinquency Advance would be, or is, as applicable, a Nonrecoverable
     Delinquency Advance. Once such a determination is made by the Master
     Servicer or the Master Servicer receives written notice of such
     determination by any of the other master servicers (or, to the extent that
     the Master Servicer is also the GMACCM 2003-C3 Master Servicer with respect
     to the related AFR/Bank of America Portfolio Companion Loan, has actual
     knowledge), neither the Master Servicer nor the Trustee shall make any
     additional Delinquency Advances with respect to AFR/Bank of America
     Portfolio Mortgage Loan until the Master Servicer has followed the process
     set forth in this paragraph.

              With respect to the Tysons Corner Center Mortgage Loan, the Master
     Servicer shall make its determination that it has made a Delinquency
     Advance on such Mortgage Loan that is a Nonrecoverable Delinquency Advance
     or that any proposed Delinquency Advance, if made, would constitute a
     Nonrecoverable Delinquency Advance with respect to such Mortgage Loan in
     accordance with this Section 4.03(b) independently of any determination
     made by the COMM 2004-LNB2 Master Servicer (or any master servicer with
     respect to a commercial mortgage securitization holding another Tysons
     Corner Center Companion Loan) under the COMM 2004-LNB2 Pooling and
     Servicing Agreement (or any related Other Pooling and Servicing Agreement
     with respect to a Tysons Corner Center Companion Loan) in respect of the
     Tysons Corner Center Companion Loan. If the Master Servicer determines that
     a proposed Delinquency Advance with respect to the Tysons Corner Center
     Mortgage Loan, if made, or any outstanding Delinquency Advance with respect
     to the Tysons Corner Center Mortgage Loan previously made, would be, or is,
     as applicable, a Nonrecoverable Advance, the Master Servicer shall provide
     the COMM 2004-LNB2 Servicer (and any master servicer with respect to a
     commercial mortgage securitization holding a Tysons Corner Center Companion
     Loan) written notice of such determination within one Business Day of the
     date of such determination (except to the extent that the Master Servicer
     is also a master servicer with respect to any Tysons Corner Center
     Companion Loan). If the Master Servicer receives written notice from the
     COMM 2004-LNB2 Servicer (or any master servicer with respect to a
     commercial mortgage securitization holding a Tysons Corner Center Companion
     Loan) (or, to the extent that the Master Servicer is also the GMACCM
     2003-C3 Master Servicer with respect to the related AFR/Bank of America
     Portfolio Companion Loan, has actual knowledge) that it has determined,
     with respect to the Tysons Corner Center Companion Loan, that any proposed
     advance of principal and/or interest with respect to the related Tysons
     Corner Center Companion Loan would be, or any outstanding advance of
     principal and interest is, a nonrecoverable advance of principal and/or
     interest, then such determination shall be binding on the
     Certificateholders and none of the Master Servicer or the Trustee shall
     make any additional Delinquency Advances with respect to the Tysons Corner
     Center Mortgage Loan unless the Master Servicer has consulted with the
     other related master servicers and they agree that circumstances with
     respect to the Tysons Corner Center Whole Loan have changed such that a
     proposed future Delinquency Advance in respect of the Tysons Corner Center
     Mortgage Loan would not be a Nonrecoverable Delinquency Advance; provided,
     however, that the determination of the COMM 2004-LNB2 Master Servicer or a
     related Other Servicer with respect to the commercial mortgage
     securitizations that hold an Tysons Corner Center Companion Loan shall not
     be binding on the Certificateholders in the event that such

                                     -238-
<PAGE>

     Other Servicer that made such determination is not approved as a master
     servicer by either of the Rating Agencies, and, in such event, the Master
     Servicer or the Trustee, as applicable, shall make its own determination of
     recoverability. Notwithstanding the foregoing, the Master Servicer shall
     continue to have the discretion provided in this Agreement to determine
     that any future Delinquency Advance or outstanding Delinquency Advance
     would be, or is, as applicable, a Nonrecoverable Delinquency Advance. Once
     such a determination is made by the Master Servicer or the Master Servicer
     receives written notice (or, to the extent that the Master Servicer is also
     the GMACCM 2003-C3 Master Servicer with respect to the related Tysons
     Corner Center Companion Loan, has actual knowledge) of such determination
     by any of the other master servicers, neither the Master Servicer nor the
     Trustee shall make any additional Delinquency Advances with respect to the
     Tysons Corner Center Mortgage Loan until the Master Servicer has followed
     the process set forth in this paragraph.

              In the event that the Trustee or the Master Servicer receives
     notice from any of Fitch, Standard & Poor's, DBRS or Moody's that the
     Master Servicer is no longer approved as a master servicer for commercial
     mortgage securitizations, it shall promptly notify each related Other
     Servicer with respect to each commercial mortgage securitization that holds
     an AFR/Bank of America Portfolio Companion Loan and a Tysons Corner Center
     Companion Loan.

              Nonrecoverable Delinquency Advances shall be reimbursable pursuant
     to Section 3.05 from the Principal Distribution Amount and out of general
     collections on the Mortgage Loans and REO Properties on deposit in the
     Certificate Account to the extent provided in Section 3.05. The
     determination by the Master Servicer, the Special Servicer or, if
     applicable, the Trustee, that a Nonrecoverable Delinquency Advance has been
     made 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 (2) Business Days prior to the related Delinquency Advance Date)
     by the Master Servicer or the Special Servicer to the Trustee (or, if
     applicable, retained thereby), the Master Servicer (in the case of a
     determination by the Special Servicer) and the Depositor, setting forth the
     basis for such determination, together with (i) in the case of the AFR/Bank
     of America Portfolio Mortgage Loan and the Tysons Corner Center Mortgage
     Loan, a copy of the nonrecoverability determination of the GMACCM 2003-C3
     Master Servicer or the COMM 2004-LNB2 Master Servicer, as applicable, or
     (ii) otherwise (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. In addition, any Person, in considering whether (i) any
     Delinquency Advance is or (ii) any proposed Delinquency Advance, if made,
     would constitute, a Nonrecoverable Delinquency Advance, will be entitled to
     give due regard to the existence of any Nonrecoverable Advance or
     Workout-Delayed Reimbursement Amounts with respect to other Mortgage Loans,
     the recovery of which is being deferred or delayed at the time of such
     consideration by the Master Servicer or, if applicable, the Trustee, in
     light of the fact that proceeds on the related Mortgage Loan are a source
     of recovery not only for the Delinquency Advance under consideration, but
     also as a potential source of recovery of such Nonrecoverable Advance or
     Workout-Delayed Reimbursement Amounts which are or may be being deferred or
     delayed. If

                                     -239-
<PAGE>

     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 with respect to a particular Delinquency Advance.

              With respect to the Mortgage Loans related to the Serviced Whole
     Loans, the Master Servicer and the Special Servicer shall make any
     determination that the Master Servicer has made a Nonrecoverable
     Delinquency Advance or that any proposed Delinquency Advance, if made,
     would constitute a Nonrecoverable Delinquency Advance in accordance with
     this Section 4.03(b) and independently of any determination made by any
     servicer of any related Serviced Companion Loan or Serviced B Note pursuant
     to a Serviced Companion Loan Securitization Agreement.

              With respect to the Mortgage Loans related to the Serviced Whole
     Loans, the Master Servicer and the Special Servicer shall make any
     determination that the Master Servicer has made a Nonrecoverable
     Delinquency Advance or that any proposed Delinquency Advance, if made,
     would constitute a Nonrecoverable Delinquency Advance no later than two (2)
     Business Days prior to the earlier of (i) the Delinquency Advance Date and
     (ii) the delinquency advance date for any related Serviced Companion Loan
     pursuant to the applicable Serviced Companion Loan Securitization
     Agreement. If the master servicer of any related Serviced Companion Loan
     pursuant to a Serviced Companion Loan Securitization Agreement makes a
     non-recoverability determination with respect to a delinquency advance on
     such Serviced Companion Loan, the Master Servicer shall not make any
     Delinquency Advance for the related Mortgage Loan included in the Trust
     Fund. The Master Servicer or the Trustee, as applicable, shall be entitled
     to rely conclusively on any determination by any servicer of a Serviced
     Companion Loan that has determined that, with respect to such Serviced
     Companion Loan, any principal and interest advance with respect to such
     Serviced Companion Loan would, if made, constitute a nonrecoverable advance
     to the extent permitted in the Serviced Whole Loan Intercreditor Agreement.
     Notwithstanding the foregoing, in the event that the Master Servicer has
     received written notice that the master servicer of the securitization
     relating to the any related Serviced Companion Loan is no longer an
     "approved" servicer by Standard & Poor's or Fitch, the Master Servicer
     shall not be required to rely on any determination of nonrecoverability
     made by such master servicer as described in the preceding sentence.

              Following a securitization of any Serviced Companion Loan, the
     Master Servicer shall be required to deliver to the master servicer of such
     Serviced Companion Loan: (i) any loan-related information applicable to a
     determination that an Advance is or would be a Nonrecoverable Advance, in
     the form received, within two (2) Business Days of receipt, (ii) notice of
     any Advance it makes with respect to the related Mortgage Loan pursuant to
     this Agreement; and (iii) notice of any determination that any Advance is a
     Nonrecoverable Advance within two (2) Business Days thereof.

              Notwithstanding anything herein to the contrary, the Special
     Servicer shall have no right to make an affirmative determination that any
     Delinquency Advance is, or would be, recoverable

                                     -240-
<PAGE>

     and, in the absence of any determination by the Special Servicer that a
     Delinquency Advance is, or would be, a Nonrecoverable Delinquency Advance,
     all determinations of recoverability shall remain with the Master Servicer
     or the Trustee, as applicable.

                   (c) The Master Servicer or the Trustee may, in its sole
     discretion, defer recovery of any Nonrecoverable Advance provided that no
     such deferral may exceed six (6) Distribution Dates without the consent of
     the Majority Certificateholder of the Controlling Class and in any event no
     more than twelve (12) Distribution Dates in the aggregate. If the Master
     Servicer or the Trustee as applicable determines, in its sole discretion,
     that its ability to fully recover the Nonrecoverable Advances has been
     compromised, then the Master Servicer or the Trustee as applicable shall be
     entitled to immediate reimbursement of Nonrecoverable Advances with Advance
     Interest. The Master Servicer's or the Trustee's agreement to defer
     reimbursement of such Nonrecoverable Advances as set forth above is an
     accommodation to the Certificateholders and shall not be construed as an
     obligation on the part of the Master Servicer or the Trustee or a right of
     the Certificateholders. Nothing herein shall be deemed to create in the
     Certificateholders a right to prior payment of distributions over the
     Master Servicer's or the Trustee's right to reimbursement for Advances
     (deferred or otherwise). Deferred Advances shall continue to earn interest
     payable at the Reimbursement Rate. In all events the decision to defer
     reimbursement or to seek immediate reimbursement of Nonrecoverable Advances
     shall be deemed to be in accordance with the Servicing Standard.

                   (d) If the Master Servicer or the Trustee, as applicable, is
     reimbursed out of general collections for any unreimbursed Advances that
     are determined to be Nonrecoverable Advances or Workout-Delayed
     Reimbursement Amounts (together with any interest accrued and payable
     thereon), then (for purposes of calculating distributions on the
     Certificates) such reimbursement and payment of interest shall be deemed to
     have been made: first, out of the Loan Group 1 Principal Distribution
     Amount or the Loan Group 2 Principal Distribution Amount, as applicable,
     for the Loan Group including the Mortgage Loan with respect to which such
     Nonrecoverable Advance was made or such Workout-Delayed Reimbursement
     Amount exists; second, out of the Principal Distribution Amount for the
     other Loan Group; and third, out of other amounts which, but for their
     application to reimburse a Nonrecoverable Advance and/or to pay interest
     thereon, would be included in the Available Distribution Amount for any
     subsequent Distribution Date. If and to the extent (i) any Advance is
     determined to be a Nonrecoverable Advance or Workout-Delayed Reimbursement
     Amount, (ii) such Nonrecoverable Advance, Workout-Delayed Reimbursement
     Amount and/or interest thereon is reimbursed out of the Loan Group 1
     Principal Distribution Amount or Loan Group 2 Principal Distribution
     Amount, as applicable, as contemplated by the first or second clause of the
     immediately prior sentence, and (iii) such Nonrecoverable Advance or
     Workout-Delayed Reimbursement Amount is subsequently recovered out of
     payments or other collections in respect of the related Mortgage Loan, then
     the Loan Group 1 Principal Distribution Amount and/or Loan Group 2
     Principal Distribution Amount, as applicable, for the Distribution Date
     that corresponds to the Collection Period in which such recovery occurred
     shall be increased in reverse priority of the allocation of related
     reimbursement by an amount equal to the lesser of (A) the amount of such
     recovery and (B) any previous unrecovered reduction in the Loan Group 1
     Principal Distribution Amount or Loan Group 2 Principal Distribution
     Amount, as applicable, for a prior Distribution Date pursuant to the first
     or second clause of the immediately prior

                                     -241-
<PAGE>

     sentence resulting from the reimbursement of such Nonrecoverable Advance,
     Workout-Delayed Reimbursement Amount and/or interest thereon.

                   (e) 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 (for
     purposes of this calculation only, not giving effect to any reductions of
     the Stated Principal Balance for payments of principal collected on the
     Mortgage Loans that were used to reimburse any Workout-Delayed
     Reimbursement Amounts pursuant to Section 3.05(a)(vii) to the extent such
     Workout-Delayed Reimbursement Amounts are not otherwise deemed to be
     Nonrecoverable Advances) 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-2-A, LA-2-B, LA-2-C, LA-2-D, LA-3-A, LA-3-B, LA-3-C, LA-4-A, LA-4-B,
     LA-4-C, LA-4-D, LA-4-E, LA-4-F, LA1-1, LA1-2-A, LA1-2-B, LA1-2-C, LA1-2-D,
     LA1-2-E, LA1-2-F, LA1-2-G, LA1-2-H, LA1-2-I, LA1-2-J, LA1-2-K, LA1-2-L,
     LA1-2-M, LB, LC, LD, LE-A, LE-B, LF-A, LF-B, LF-C, LF-D, LG-A, LG-B, LH-A,
     LH-B, LH-C, LJ-A, LJ-B, LK, LL-A, LM, LN, LO, LP exceeds (ii) an amount
     equal to the aggregate Stated Principal Balance (for purposes of this
     calculation only, not giving effect to any reductions of the Stated
     Principal Balance for payments of principal collected on the Mortgage Loans
     that were used to reimburse any Workout-Delayed Reimbursement Amounts
     pursuant to Section 3.05(a)(vii) to the extent such Workout-Delayed
     Reimbursement Amounts are not otherwise deemed to be Nonrecoverable
     Advances) 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

                                     -242-
<PAGE>

     aggregate Uncertificated Principal Balance of the REMIC II Regular
     Interests LA-1-1, LA-1-2-A, LA-1-2-B and LA-1-2-C 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 and LA-1-2-C 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-C being reduced last), (B) the aggregate Uncertificated
     Principal Balance of the REMIC II Regular Interests LA-2-A, LA-2-B, LA-2-C
     and LA-2-D 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, LA-2-C and LA-2-D shall be
     reduced in that order (with REMIC II Regular Interest LA-2-A being reduced
     first and REMIC II Regular Interest LA-2-D being reduced last), (C) the
     aggregate Uncertificated Principal Balance of the REMIC II Regular
     Interests LA-3-A, LA-3-B and LA-3-C shall correspond with the Certificate
     Principal Balance of the Class A-3 Certificates and the Uncertificated
     Principal Balances of the REMIC II Regular Interests LA-3-A, LA-3-B and
     LA-3-C, LA-3-D and LA-3-E shall be reduced in that order (with REMIC II
     Regular Interest LA-3-A being reduced first and REMIC II Regular Interest
     LA-3-C being reduced last), (D) the aggregate Uncertificated Principal
     Balance of the REMIC II Regular Interests LA-4-A, LA-4-B, LA-4-C, LA-4-D,
     LA-4-E and LA-4-F shall correspond with the Certificate Principal Balance
     of the Class A-4 Certificates and the Uncertificated Principal Balances of
     the REMIC II Regular Interests LA-4-A, LA-4-B, LA-4-C, LA-4-D, LA-4-E and
     LA-4-F shall be reduced in that order (with REMIC II Regular Interest
     LA-4-A being reduced first and REMIC II Regular Interest LA-4-F being
     reduced last), (E) the aggregate Uncertificated Principal Balance of the
     REMIC II Regular Interests LA1-1, LA1-2-A, LA1-2-B, LA1-2-C, LA1-2-D,
     LA1-2-E, LA1-2-F, LA1-2-G, LA1-2-H, LA1-2-I, LA1-2-J, LA1-2-K, LA1-2-L and
     LA1-2-M shall correspond with the Certificate Principal Balance of the
     Class A-1A Certificates and the Uncertificated Principal Balances of the
     REMIC II Regular Interests LA1-1, LA1-2-A, LA1-2-B, LA1-2-C, LA1-2-D,
     LA1-2-E, LA1-2-F, LA1-2-G, LA1-2-H, LA1-2-I, LA1-2-J, LA1-2-K, LA1-2-L and
     LA1-2-M shall be reduced in that order (with REMIC II Regular Interest
     LA1-1 being reduced first and REMIC II Regular Interest LA1-2-M being
     reduced last), (F) the aggregate Uncertificated Principal Balance of the
     REMIC II Regular Interests LE-A and LE-B shall correspond with the
     Certificate Principal Balance of the Class E Certificates and the
     Uncertificated Principal Balances of the REMIC II Regular Interests LE-A
     and LE-B shall be reduced in that order (with REMIC II Regular Interest
     LE-A being reduced first and REMIC II Regular Interest LE-B being reduced
     last), (G) the aggregate Uncertificated Principal Balance of the REMIC II
     Regular Interests LF-A, LF-B, LF-C and LF-D shall correspond with the
     Certificate Principal Balance of the Class F Certificates and the
     Uncertificated Principal Balances of the REMIC II Regular Interests LF-A,
     LF-B, LF-C and LF-D shall be reduced in that order (with REMIC II Regular
     Interest LF-A being reduced first and REMIC II Regular Interest LF-D being
     reduced last), (H) 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
     last), (I) 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

                                     -243-
<PAGE>

     REMIC II Regular Interest LH-C being reduced last), (J) the aggregate
     Uncertificated Principal Balance of the REMIC II Regular Interests LJ-A and
     LJ-B 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 and LJ-B shall be reduced in that order (with REMIC
     II Regular Interest LJ-A being reduced first and REMIC II Regular Interest
     LJ-B being reduced last), (K) the aggregate Uncertificated Principal
     Balance of the REMIC II Regular Interests LK-A and LK-B shall correspond
     with the Certificate Principal Balance of the Class K Certificates and the
     Uncertificated Principal Balances of the REMIC II Regular Interests LK-A
     and LK-B shall be reduced in that order (with REMIC II Regular Interest
     LK-A being reduced first and REMIC II Regular Interest LK-B being reduced
     last), and (L) the aggregate Uncertificated Principal Balance of the REMIC
     II Regular Interests LL-A shall correspond with the Certificate Principal
     Balance of the Class L Certificates.

                   (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 (for
     purposes of this calculation only, not giving effect to any reductions of
     the Stated Principal Balance for payments of principal collected on the
     Mortgage Loans that were used to reimburse any Workout-Delayed
     Reimbursement Amounts pursuant to Section 3.05(a)(vii) to the extent such
     Workout-Delayed Reimbursement Amounts are not otherwise deemed to be
     Nonrecoverable Advances) 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, 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 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, Class A-1A, Class A-2, Class A-3 and Class A-4
     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.

     Section 4.05 Statements to Serviced Companion Loan Holders and Serviced B
Note Holders.

                   (a) With respect to each Serviced Whole Loan, to the extent
     the required information is provided to the Serviced Whole Loan Paying
     Agent in a timely manner by the Master Servicer and the Special Servicer,
     the Serviced Whole Loan Paying Agent shall prepare, or cause to be
     prepared, on an ongoing basis a statement setting forth, to the extent
     applicable to the Serviced Whole Loan:

                       (i) For each Serviced Companion Loan Holder and Serviced
     B Note Holder, (A) the amount of the distribution from the related Serviced
     Whole Loan Custodial Account allocable to principal and (B) separately
     identifying the amount of scheduled principal

                                     -244-
<PAGE>

     payments, Balloon Payments, Principal Prepayments made at the option of the
     Mortgagor or other Principal Prepayments (specifying the reason therefor),
     net liquidation proceeds and foreclosure proceeds included therein and
     information on distributions made with respect to the related Mortgage
     Loan;

                       (ii) For each Serviced Companion Loan Holder and Serviced
     B Note Holder, the amount of the distribution from the related Serviced
     Whole Loan Custodial Account allocable to interest and the amount of
     Default Interest allocable to the related Mortgage Loan;

                       (iii) If the distribution to a Serviced Companion Loan
     Holder or Serviced B Note Holder is less than the full amount that would be
     distributable to such Serviced Companion Loan Holder or Serviced B Note
     Holder if there were sufficient amounts available therefor, the amount of
     the shortfall and the allocation thereof between interest and principal and
     the amount of the shortfall, if any, under the related Mortgage Loan;

                       (iv) The principal balance of the related Mortgage Loan
     after giving effect to the distribution of principal on such Distribution
     Date; and

                       (v) The amount of the servicing fees paid to the Master
     Servicer and the Special Servicer with respect to such Distribution Date,
     showing separately the Special Servicing Fee, the Workout Fee and the
     Liquidation Fee.

              Not later than each Distribution Date, the Serviced Whole Loan
     Paying Agent shall make the foregoing statement available (i) to the
     Depositor, the Rating Agencies, the Master Servicer and the Special
     Servicer by any electronic means agreed upon by the Serviced Whole Loan
     Paying Agent and the Person receiving such statement and (ii) to the
     Serviced Companion Loan Holders and Serviced B Note Holders by electronic
     means.

                   (b) With respect to each Serviced Whole Loan, to the extent
     such item is delivered to the Serviced Whole Loan Paying Agent, the
     Serviced Whole Loan Paying Agent shall also make available to each Serviced
     Companion Loan Holder and Serviced B Note Holder by electronic means
     (commencing on the date such item is delivered to the Serviced Whole Loan
     Paying Agent) the following reports (to the extent applicable to the
     Serviced Whole Loan): (i) the CMSA Financial File, CMSA Loan Periodic
     Update File, CMSA Loan Set-Up File, CMSA Property File, CMSA Comparative
     Financial Status Report, CMSA NOI Adjustment Worksheet, CMSA Servicer Watch
     List and CMSA Operating Statement Analysis Report delivered to the Serviced
     Whole Loan Paying Agent pursuant to Section 4.02(b) and (ii) the CMSA
     Delinquent Loan Status Report, CMSA Historical Liquidation Report, CMSA
     Historical Loan Modification and Corrected Mortgage Loan Report or CMSA REO
     Status Report.

                   (c) The Serviced Whole Loan Paying Agent shall make available
     electronically to each Serviced Companion Loan Holder and Serviced B Note
     Holder a copy of the Distribution Date Statement required to be prepared
     pursuant to this Agreement.

                   (d) The Serviced Companion Loan Holders and Serviced B Note
     Holders shall be entitled to receive, upon request, a copy of any notice or
     report required to be delivered (upon request or otherwise) to the Trustee
     with respect to the related Mortgage Loan or any related REO Property by
     any other party hereto. Any such other party shall be permitted to

                                     -245-
<PAGE>

     require payment of a sum sufficient to cover the reasonable costs and
     expenses of providing such copies.

                                   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-20. 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-1A, Class A-2, Class A-3, Class A-4, 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 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.

     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

                                     -246-
<PAGE>

     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.

                   (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

                                     -247-
<PAGE>

     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
     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 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
     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.

                                     -248-
<PAGE>

                   (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 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".

                                     -249-
<PAGE>

                       (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 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

                                     -250-
<PAGE>

     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.

                   (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 July 1, 2004.

     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

                                     -251-
<PAGE>

     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 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.

                                     -252-
<PAGE>

     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 5.04, 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 5.04 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
     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

                                     -253-
<PAGE>

     Agreement, the Certificates or any of the Mortgage Loans, any Serviced
     Companion Loan or Serviced B Note 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 or any applicable
     Serviced Companion Loan Securities 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 on behalf of FNMA or FHLMC, is reasonably satisfactory to
     the Trustee and the Depositor, is willing to service the Mortgage Loans,
     each Serviced Companion Loan and Serviced B Note 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 or any Serviced Companion Loan
     Securities 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 each of the Master Servicer and Special Servicer, in its sole
     discretion, may appoint independent contractors or agents to perform select
     duties thereof; provided, that neither the Master Servicer nor the Special
     Servicer shall 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

                                     -254-
<PAGE>

     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.

              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); provided, however, that if such action, proceeding, hearing or
     examination relates to a Serviced Whole Loan, such expenses, costs and
     liabilities shall be payable out of the related Serviced Whole Loan
     Custodial Account and then shall be payable out of the Certificate Account
     if amounts on deposit in the related Serviced Whole Loan Custodial Account
     are insufficient therefor hereunder so long as such expenses, costs and
     liabilities do not relate solely to a Serviced Companion Loan or Serviced B
     Note.

     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

                                     -255-
<PAGE>

     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.

     Section 6.06 Removal Without Cause and Appointment of Successor Special
Servicer for the Carson Pirie Scott Whole Loan.

                   (a) With respect to the Carson Pirie Scott Whole Loan, (i) at
     any time when a Carson Pirie Scott Change of Control does not exist, the
     Carson Pirie Scott B Note Holder, at its expense (including without
     limitation the reasonable costs and expenses of counsel to the Trust Fund
     and any other third parties), may remove the Special Servicer with respect
     to the Carson Pirie Scott Whole Loan for any reason whatsoever or no reason
     upon prior written notice to the Special Servicer to be removed and to the
     Trustee and (ii) at any time when a Carson Pirie Scott Change of Control
     has occurred and is continuing, the Majority Certificateholder of the
     Controlling Class, at its expense (including without limitation the
     reasonable costs and expenses of counsel to the Trust Fund and any other
     third parties), may remove the Special Servicer with respect to the Carson
     Pirie Scott Whole Loan for any reason whatsoever or no reason upon prior
     written notice to the Special Servicer to be removed and to the Trustee.

              No removal pursuant to this Section 6.06 shall in any manner
     affect the rights, duties and obligations hereunder of the Special Servicer
     as they relate to any Mortgage Loan other than the related Carson Pirie
     Scott Whole Loan. Simultaneously with the giving of such notice, the Person
     removing such Special Servicer shall appoint a qualified Special Servicer
     as a successor Special Servicer for such Carson Pirie Scott Whole Loan in
     accordance with this Section 6.06.

              The removal of a Special Servicer and appointment of a successor
     Special Servicer for the Carson Pirie Scott Whole Loan pursuant to this
     Section 6.06 shall not be effective until (A) the Trustee shall have
     received evidence satisfactory to it that such successor is a qualified
     Special Servicer, including, without limitation, written confirmation from
     each Rating Agency (at the expense of the removing Person) that such
     appointment would not, in and of itself, cause a downgrade, qualification
     or withdrawal of the then-current ratings assigned to each Class of the

                                     -256-
<PAGE>

     Certificates rated by it, (B) the successor Special Servicer shall have
     executed and delivered an assumption agreement; and (C) the Trustee and
     each of the Rating Agencies shall have received an Opinion of Counsel
     reasonably satisfactory to the Trustee (and delivered at the expense of the
     removing Person or successor Special Servicer) to the effect that (x) it is
     a corporation, limited partnership or limited liability company, duly
     organized, validly existing and in good standing under the laws of the
     jurisdiction of its organization, (y) it has the full power and authority
     and legal right to execute and deliver its assumption agreement and to
     engage in the transactions contemplated by, and perform and observe the
     terms and conditions of, this Agreement and its assumption agreement and
     (z) subject to customary and satisfactory qualifications and exceptions,
     this Agreement and its assumption agreement will be enforceable against
     such replacement Special Servicer in accordance with its terms.

                   (b) The existing Special Servicer shall be deemed to have
     been removed with respect to the Carson Pirie Scott Whole Loan
     simultaneously with such successor Special Servicer's becoming the Special
     Servicer for such Carson Pirie Scott Whole Loan hereunder; provided,
     however, that, notwithstanding such removal, the Special Servicer removed
     pursuant to Section 6.06(a) (i) shall be entitled to receive, and shall
     have received, all amounts related to such Carson Pirie Scott Whole Loan
     which have accrued or are owing to it under this Agreement on or prior to
     the effective date of such resignation, whether in respect of Servicing
     Advances or otherwise, and it shall continue to be entitled to the benefits
     of Section 6.01 and Section 6.03 notwithstanding any such removal, (ii)
     shall be entitled (and the successor Special Servicer shall not be
     entitled) to receive Workout Fees and Liquidation Fees with respect to such
     Carson Pirie Scott Whole Loan as provided in Section 3.11(c) and (iii)
     shall be entitled to reimbursement for its reasonable expenses incurred in
     connection with the removal and transfer of its special servicing duties
     with respect to the Carson Pirie Scott Whole Loan. Any Special Servicer
     being removed hereunder shall cooperate with the Trustee and the
     replacement special servicer in effecting the termination of the removed
     Special Servicer's responsibilities and rights hereunder as they relate to
     the Carson Pirie Scott Whole Loan including without limitation (i) the
     transfer prior to such removal to the successor special servicer for
     administration by it of any cash amounts then held by the removed Special
     Servicer with respect to such Carson Pirie Scott Whole Loan and (ii) the
     transfer within two (2) Business Days of receipt to the successor special
     servicer for administration by it of all cash amounts that are thereafter
     received with respect to the Carson Pirie Scott Whole Loan.

              Except as otherwise provided in Section 3.11(c), in connection
     with the appointment of a successor special servicer for a Carson Pirie
     Scott Whole Loan pursuant to this Section 6.06, the compensation of the
     successor special servicer shall be paid in the same amount and in the same
     manner as the compensation that would have been payable to the Special
     Servicer for such Carson Pirie Scott Whole Loan that it replaced.

     Section 6.07 Certain Matters Relating to the Non Serviced Mortgage Loans.

              With respect to each Non-Serviced Mortgage Loan, each related
     Other Servicer, Other Special Servicer, Other Depositor and Other Trustee,
     and any of their respective directors, officers, employees or agents
     (collectively, the "Other Indemnified Parties"), shall be indemnified by
     the Trust and held harmless against the Trust's pro rata share (subject to
     the related Intercreditor Agreement) of any and all claims, losses,
     damages, penalties, fines,

                                     -257-
<PAGE>

     forfeitures, reasonable legal fees and related costs, judgments, and any
     other costs, liabilities, fees and expenses incurred in connection with any
     legal action or claim relating to such Non-Serviced Mortgage Loan under the
     related Other Pooling and Servicing Agreement or this Agreement (but
     excluding any such losses allocable to the related Non-Serviced Companion
     Loans), reasonably requiring the use of counsel or the incurring of
     expenses; provided, however, that such indemnification will not extend to
     any losses, liabilities or expenses incurred by reason of any Other
     Indemnified Party's willful misfeasance, bad faith or negligence in the
     performance of its obligations or duties or by reason of negligent
     disregard of obligations or duties under the related Other Pooling and
     Servicing Agreement.

                                  ARTICLE VII

                                     DEFAULT

     Section 7.01 Events of Default.

                   (a) "Event of Default", wherever used herein, means any one
     of the following events:

                       (i) (A) any failure by the Master Servicer or the Special
     Servicer to make a required deposit to the Certificate Account or the
     Serviced Whole Loan Custodial Account, or any failure by the Master
     Servicer to make a deposit to the applicable Serviced Whole Loan Custodial
     Account, in each case 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)
     fifteen (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

                                     -258-
<PAGE>

     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 or by any affected Serviced Companion Loan Holder; 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, 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) 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; or

                       (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

                                     -259-
<PAGE>

                       (xi) with respect to any Serviced Companion Loan, the
     Trustee shall have received written notice from any rating agency that
     rates any related Serviced Companion Loan Securities that the continuation
     of the Master Servicer or the Special Servicer in such capacity for such
     Serviced Companion Loan would result in the downgrade, qualification or
     withdrawal of any rating then assigned by such rating agency to any such
     related Serviced Companion Loan Securities.

              Notwithstanding the foregoing, any failure to remit funds with
     respect to the AFR/Bank of America Portfolio Mortgage Loan or the Tysons
     Corner Center Mortgage Loan will only be an Event of Default of the Master
     Servicer or the Special Servicer, as applicable, to the extent that such
     funds are received from the GMACCM 2003-C3 Master Servicer or the COMM
     2004-LNB2 Master Servicer, as applicable.

                   (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, or, to the extent that it is affected by such Event
     of Default, a holder of a Serviced Companion Loan, 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, the Serviced Whole Loans
     and the proceeds thereof (other than any rights of the Defaulting Party as
     Certificateholder and rights pursuant to Section 3.11 and Section 6.03).
     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 the Serviced Whole Loans or
     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, the Serviced Companion Loans, the Serviced B Note
     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 (2)
     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, any Serviced Whole Loan
     Custodial Account, the Distribution Account, any REO Account or any
     Servicing Account or thereafter be received with respect to the Mortgage
     Loans, Serviced Companion Loans, the

                                     -260-
<PAGE>

     Serviced B Note 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.

                   (c) Notwithstanding Section 7.0l(b), if any Event of Default
     on the part of the Master Servicer occurs that affects only the Two Gateway
     Center Whole Loan or any Serviced Companion Loan Securities related to the
     Two Gateway Center Companion Loan to the extent they are subsequently
     securitized pursuant to a Serviced Companion Loan Securitization Agreement
     and such Serviced Companion Loan Securities are qualified, withdrawn or
     downgraded by a Rating Agency associated with that applicable Serviced
     Companion Loan Securitization because of the actions of the Master Servicer
     taken or omitted to be taken with respect to the applicable Two Gateway
     Center Companion Loan, then the trustee appointed under the applicable
     Serviced Companion Loan Securitization Agreement shall be entitled to
     direct the Trustee, and the Trustee shall be entitled, to terminate all of
     the rights and obligations of the Master Servicer under this Agreement, but
     solely to the extent such rights and obligations relate to the Two Gateway
     Center Whole Loan, and the Trustee shall appoint a replacement master
     servicer selected by the trustee under the related Serviced Companion Loan
     Securitization Agreement, but solely with respect to the Two Gateway Center
     Whole Loan, that meets the eligibility requirements of Section 7.02 and the
     eligibility requirements of any Serviced Companion Loan Securitization
     Agreement. Any appointment of a replacement master servicer in accordance
     with this Section 7.01(c) shall be subject to the receipt of a Rating
     Agency Confirmation.

     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, Serviced Companion Loan
     or Serviced B Note 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, each Serviced Companion Loan and
     Serviced B Note 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, any Serviced Whole Loan
     Custodial 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

                                     -261-
<PAGE>

     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 servicer, as the case may be, by each Rating
     Agency rating the Certificates or any Serviced Companion Loan Securities,
     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 such 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, Serviced Companion Loans,
     Serviced B Note 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 and to each Serviced Companion Loan Holder and
     Serviced B Note Holder.

                   (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 and to each Serviced Companion
     Loan Holder and Serviced B Note Holder 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 may waive such Event of Default

                                     -262-
<PAGE>

     together with the required percentage (under the related Serviced Companion
     Loan Securitization Agreement) of holders of Serviced Companion Loan
     Securities (if they are adversely affected by 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, together with the holders of 100% of the voting rights of
     each affected series of Serviced Companion Loan Securities. 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 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 AND THE SERVICED
                             WHOLE LOAN PAYING AGENT

     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:

                       (A) 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

                                     -263-
<PAGE>

     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;

                       (B) 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

                       (C) 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:

                   (a) 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;

                   (b) 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;

                   (c) 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, as applicable, 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

                                     -264-
<PAGE>

     exercise as a prudent man would exercise or use under the circumstances in
     the conduct of his own affairs;

                   (d) 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;

                   (e) 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, 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;

                   (f) 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;

                   (g) 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

                   (h) 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, 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,

                                     -265-
<PAGE>

     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.

     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 none of the Trustee or 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 their 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 or fiscal agent.

     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

                                     -266-
<PAGE>

     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
     "AA-" by Standard & Poor's (or "A+" if the short-term unsecured debt rating
     of the Trustee is at least "A-1" by Standard & Poor's) and "AA-" by Fitch
     (or "A+" if the short-term unsecured debt rating of the Trustee is at least
     "F-1" 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
     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 8.06(a) or 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 or any
     Serviced Companion Loan Securities, 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
     or any Serviced Companion Loan Securities 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 their 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, all
     Certificateholders, the Serviced Companion Loan Holders and the Serviced B
     Note Holders. Upon receiving such notice of resignation, the Depositor
     shall promptly appoint a successor trustee or fiscal agent, as applicable,
     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, the Non-Serviced Mortgage Loan
     Service Providers, the Certificateholders, the Serviced Companion Loan
     Holders and the Serviced B Note Holder 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

                                     -267-
<PAGE>

     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, the Certificateholders, the
     Serviced Companion Loan Holders and the Serviced B Note Holders by the
     Depositor.

                   (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, the remaining Certificateholders,
     the Serviced Companion Loan Holders and the Serviced B Note Holders 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 or fiscal agent 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 or fiscal agent), 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.

                                     -268-
<PAGE>

                   (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, the Certificateholders, the Non-Serviced
     Mortgage Loan Service Providers, the Serviced Companion Loan Holders and
     the Serviced B Note Holders.

     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 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.

                                     -269-
<PAGE>

              (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 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).

                                     -270-
<PAGE>

     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 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 the
     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.

                                     -271-
<PAGE>

              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 authority that may
     exercise authority over any Certificateholder, access to the Mortgage Files
     and any other documentation regarding the Mortgage Loans, the Serviced
     Companion Loans, the Serviced B Note 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:

                   (a) The Trustee is a national banking association duly
     organized, validly existing and in good standing under the laws of the
     United States of America.

                   (b) 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.

                   (c) 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.

                                     -272-
<PAGE>

                   (d) 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.

                   (e) 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.

                   (f) 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.

     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. 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) 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 M-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). The Depositor hereby
     grants to the Trustee a limited power of attorney to execute and file each
     such Form 10-K on behalf of the Depositor; provided that the Trustee shall
     not execute and file such Form 10-K without the consent of the Depositor.
     Such power of attorney shall continue until the earlier of either (i)
     receipt by the Trustee from the Depositor of written termination of such
     power of attorney and (ii) the termination of the Trust. Notwithstanding
     the foregoing, in the event that the Commission does not accept a Form 10-K

                                     -273-
<PAGE>

     Certification signed by the Depositor where the related Form 10-K is signed
     by the Trustee on behalf of the Depositor, the Trustee shall prepare such
     Form 10-K to be signed by the Depositor and the Depositor shall sign such
     form. 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 M-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 M-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). In addition, with respect to the Two Gateway Center Companion Loan,
     on or before March 15th of each year with respect to which a Form 10-K is
     filed by the related trustee for such commercial mortgage securitization,
     the Master Servicer and the Special Servicer, shall provide to the Person
     who signs the Sarbanes-Oxley certification with respect to such commercial
     mortgage securitization a certification substantially in the form attached
     hereto as Exhibit M-3 (which shall address the matters contained in such
     form, but solely with respect to the Two Gateway Center Companion Loan) on
     which such Person and such Person's partner, representative, Affiliate,
     member, manager, director, officer, employee or agent can rely. 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, counsel
     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 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

                                     -274-
<PAGE>

     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.

     Section 8.15 [Reserved].

     Section 8.16 [Reserved].

     Section 8.17 Serviced Whole Loan Paying Agent.

                   (a) The Serviced Whole Loan Paying Agent undertakes to
     perform such duties and only such duties as are specifically set forth
     herein.

                   (b) No provision of this Agreement shall be construed to
     relieve the Serviced Whole Loan Paying Agent from liability for its own
     negligent failure to act, bad faith or its own willful misfeasance;
     provided, however, that the duties and obligations of the Serviced Whole
     Loan Paying Agent shall be determined solely by the express provisions of
     this Agreement, the Serviced Whole Loan Paying Agent shall not be liable
     except for the performance of such duties and obligations, no implied
     covenants or obligations shall be read into this Agreement against the
     Serviced Whole Loan Paying Agent and, in the absence of bad faith on the
     part of the Serviced Whole Loan Paying Agent, the Serviced Whole Loan
     Paying Agent may conclusively rely, as to the truth and correctness of the
     statements or conclusions expressed therein, upon any resolutions,
     certificates, statements, opinions, reports, documents, orders or other
     instruments furnished to the Serviced Whole Loan Paying Agent by any Person
     and which on their face do not contradict the requirements of this
     Agreement.

                   (c) [Reserved]

                   (d) The Serviced Whole Loan Paying Agent and any of its
     directors, officers, employees or agents shall be indemnified and held
     harmless by the Serviced Companion Loan Holders and/or the Serviced B Note
     Holders, as applicable (to the extent the losses, liabilities, damages,
     claims and expenses related to a Serviced Companion Loan and/or Serviced B
     Note), to the extent of amounts in the related Serviced Whole Loan
     Custodial Account allocable to such Serviced Companion Loans and/or
     Serviced B Note against any and all losses, liabilities, damages or claims
     incurred in connection with any legal action relating to this Agreement or
     unanticipated "out-of-pocket" expenses (other than the expense of any
     employee's compensation and any expense allocable to the Serviced Whole
     Loan Paying Agent's overhead, but including

                                     -275-
<PAGE>

     reasonable attorney's fees) arising in respect of this Agreement other than
     those resulting from the negligence, bad faith or intentional misconduct of
     the Serviced Whole Loan Paying Agent.

                   (e) Any notice, certificate, certification or other
     information delivered or provided to the Trustee hereunder, to the extent
     such information is also required to be delivered or provided to the
     Serviced Whole Loan Paying Agent hereunder, shall be deemed to also be
     delivered to the Serviced Whole Loan Paying Agent at such time.

                   (f) This Section shall survive the termination of this
     Agreement or the resignation or removal of the Serviced Whole Loan Paying
     Agent, as regards rights accrued prior to such resignation or removal.

     Section 8.18 Serviced Whole Loan Holder Register.

              The Serviced Whole Loan Paying Agent shall maintain a register
     (the "Serviced Whole Loan Holder Register") on which it will record the
     names and addresses of the Serviced Companion Loan Holders and the Serviced
     B Note Holders and wire transfer instructions for such Serviced Companion
     Loan Holders and Serviced B Note Holders from time to time, to the extent
     such information is provided in writing to it by such Serviced Companion
     Loan Holder or Serviced B Note Holders. Each Serviced Companion Loan Holder
     and Serviced B Note Holders has agreed to inform the Serviced Whole Loan
     Paying Agent of its name, address, taxpayer identification number and
     wiring instructions and of any transfer thereof (together with any
     instruments of transfer).

              In no event shall the Serviced Whole Loan Paying Agent be
     obligated to pay any party the amounts payable to a Serviced Companion Loan
     Holder or a Serviced B Note Holder hereunder other than the party listed as
     the applicable Serviced Companion Loan Holder or Serviced B Note Holder on
     the Serviced Whole Loan Holder Register. In the event that a Serviced
     Companion Loan Holder or a Serviced B Note Holder transfers the related
     Serviced Companion Loan or Serviced B Note without notice to the Serviced
     Whole Loan Paying Agent, the Serviced Whole Loan Paying Agent shall have no
     liability whatsoever for any misdirected payment on such Serviced Companion
     Loan or Serviced B Note and shall have no obligation to recover and
     redirect such payment.

              The Serviced Whole Loan Paying Agent shall promptly provide the
     names and addresses of any Serviced Companion Loan Holder or Serviced B
     Note Holder to any party hereto or any successor thereto upon written
     request, and any such party or successor may, without further
     investigation, conclusively rely upon such information. The Serviced Whole
     Loan Paying Agent shall have no liability to any Person for the provision
     of any such names and addresses.

                                   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

                                     -276-
<PAGE>

     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
     and the Serviced Companion Loan Holders and Serviced B Note Holders, if
     any, 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, the Special Servicer or the
     Depositor pursuant to subsection (b), of all Mortgage Loans, each REO Loan
     related to the 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; provided that, with respect to the Two Gateway
     Center Whole Loan, Carson Pirie Scott Mortgage Loan and Will-O-Wisp
     Apartments Mortgage Loan, if the related Mortgaged Property is an REO
     Property, the purchase price shall only include the pro rata portion of
     such fair market value with respect to the Two Gateway Center Mortgage
     Loan, Carson Pirie Scott Mortgage Loan or Will-O-Wisp Apartments Mortgage
     Loan, respectively, based on the outstanding principal balances of such
     Mortgage Loan and the Two Gateway Center Companion Loan, Carson Pirie Scott
     B Note or Will-O-Wisp Apartments B Note, as applicable, and such pro rata
     portions will be deposited in the Certificate Account and the Serviced
     Whole Loan Distribution Account for distribution as applicable, (C) with
     respect to an "REO Loan" (as defined in the applicable Other Pooling and
     Servicing Agreement) related to a Non-Serviced Mortgage Loan, the pro rata
     portion, if any, of the fair market value of the such Non-Serviced Mortgage
     Loan (based on an appraisal conducted by the related Other Special Servicer
     regarding the related property owned by the related Other Trustee on behalf
     of the owners thereof), based on the aggregate outstanding principal
     balances of such Non-Serviced Mortgage Loan and the related Non-Serviced
     Companion Loans minus (D) solely in the case where the Master Servicer is
     effecting such purchase, the aggregate amount of unreimbursed Advances,
     together with any 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), (ii)
     the exchange by the Remaining Certificateholder pursuant to subsection (f)
     below, 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 Majority Certificateholder of the Controlling Class,
     the Special Servicer and the Master Servicer 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 Majority Certificateholder of the Controlling Class, the
     Special Servicer and the Master Servicer 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.

                                     -277-
<PAGE>

     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 Majority Certificateholder of the Controlling Class, the
     Special Servicer and the Master Servicer or the Depositor purchases all of
     the Mortgage Loans and each REO Property remaining in REMIC I in accordance
     with the preceding sentence, the Majority Certificateholder of the
     Controlling Class, the Special Servicer, the Master Servicer 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 Majority Certificateholder of the
     Controlling Class, the Special Servicer, the Master Servicer 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 Majority
     Certificateholder of the Controlling Class, the Special Servicer, the
     Master Servicer 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.

                   (c) Notice of any termination shall be given promptly by the
     Trustee by letter to Certificateholders and the Serviced Companion Loan
     Holders and Serviced B Note Holders 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

                                     -278-
<PAGE>

     to clauses (ii) through (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) below, 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 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 and 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.

                                     -279-
<PAGE>

     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, the Special Servicer 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:

                            (A) 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;

                            (B) 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, the Special Servicer
     or the Depositor, as applicable, for cash; and

                            (C) 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 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

                                     -280-
<PAGE>

     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 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

                                     -281-
<PAGE>

     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. 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 (which breach constitutes willful misfeasance, bad
     faith

                                     -282-
<PAGE>

     or negligence) 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) 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.

                   (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 Section
     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, any Serviced Whole Loan Custodial 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 each Single Loan
     REMIC (other than the AFR/Bank of America Portfolio REMIC) in accordance
     with the terms of the applicable

                                     -283-
<PAGE>

     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 each Single Loan REMIC (other than the AFR/Bank of America
     Portfolio 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 such Single Loan REMIC.

                   (n) The Trustee hereby agrees, with respect to the AFR/Bank
     of America Portfolio REMIC, that it shall not knowingly or intentionally
     take any action or knowingly or intentionally fail to take any action
     reasonably within its control and the scope of duties more specifically set
     forth herein, that, under the provisions of the applicable underlying REMIC
     declaration, if taken or not taken, as the case may be, could (i) adversely
     affect the status of the AFR/Bank of America Portfolio REMIC as a REMIC or
     (ii) result (subject to the following sentence) in the imposition of a tax
     upon the AFR/Bank of America Portfolio REMIC (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) 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 the AFR/Bank of America Portfolio REMIC 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 the AFR/Bank of America Portfolio REMIC adversely
     affect such status or, unless the Master Servicer, the Trustee, or the
     Special Servicer, as applicable (or other Person acceptable to the Trustee,
     including any Other Servicer, Other Trustee or Other Master Servicer with
     respect to any AFR/Bank of America Portfolio Companion Loan), determines
     that the monetary exposure to the AFR/Bank of America Portfolio REMIC is
     not material and in its sole discretion agrees to indemnify, to the extent
     reasonably acceptable to the Trustee, the Trust Fund (and any related trust
     fund with respect to any AFR/Bank of America Portfolio Companion Loan)
     against the imposition of such tax.

                   (o) In the event that GACC becomes obligated to repurchase
     the Carson Pirie Scott Mortgage Loan pursuant to Section 6 of the Mortgage
     Loan Purchase Agreement between the Depositor and GACC in connection with a
     defeasance of the Carson Pirie Scott Whole Loan on or before the second
     anniversary of the Closing Date, the Trustee shall liquidate the Carson
     Pirie Scott REMIC in a manner consistent with Section 860F(a)(4) of the
     Code.

     Section 10.02 Depositor, Master Servicer, Special Servicer and 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.

                                     -284-
<PAGE>

                   (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.

     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 (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

                                     -285-
<PAGE>

     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 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 (which breach constitutes willful misfeasance, bad faith or
     negligence) 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 or the
     Serviced Companion Loan Holders or Serviced B Note Holders:

                       (i) to cure any ambiguity,

                                     -286-
<PAGE>

                       (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 (A) REMIC I, REMIC II or REMIC III as a REMIC at all
     times that any Certificate is outstanding or (B) any trust fund in which
     any Serviced Companion Loan or Serviced B Note is included as a REMIC (at
     all times that any related securities are 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 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 or, if applicable, any
     related Serviced Companion Loan Holder or Serviced B Note Holder,

                       (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, any Serviced
     Companion Loan Holder or Serviced B Note Holder and (C) such change shall
     not result in the downgrade, qualification or withdrawal of the
     then-current rating assigned to any Class of Certificates or, if
     applicable, any class of Serviced Companion Loan Securities, 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 AFR/Bank of America Portfolio Mortgage
     Loan and the Tysons Corner Center Mortgage Loan or any Serviced Companion
     Loan or Serviced B Note; 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, any Serviced Companion Loan
     Holder or any Serviced B Note Holder,

                       (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; or

                                     -287-
<PAGE>

                       (ix) to modify the provisions of Sections 3.05 and 3.20
     (with respect to reimbursement of Nonrecoverable Advances and
     Workout-Delayed Reimbursement Amounts) if (A) the Depositor, the Master
     Servicer, the Trustee and the Majority Certificateholder of the Controlling
     Class determine that the commercial mortgage backed securities industry
     standard for such provisions has changed, in order to conform to such
     industry standard, (B) the Trustee has received an Opinion of Counsel
     pursuant to Section 11.01(c) 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.

                   (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:

                            (A) 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, or which are
     required to be distributed to any Serviced Companion Loan Holder or
     Serviced B Note Holder, without the consent of such Serviced Companion Loan
     Holder or Serviced B Note Holder,

                            (B) 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

                            (C) modify the definition of "Servicing Standard"
     without the consent of the Holders of all Certificates then outstanding and
     the Serviced Companion Loan Holders and Serviced B Note Holders.

                   (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 or cause any REMIC in which a
     Serviced Companion Loan is included 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 party
     hereto, each Certificateholder, each Serviced Companion Loan Holder and
     each Serviced B Note Holder.

                   (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

                                     -288-
<PAGE>

     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.

     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.

                                     -289-
<PAGE>

                   (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 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, facsimile number: (215) 328-1775; (ii) in the
     case of the Master Servicer, 200 Witmer Road, Horsham, Pennsylvania 19044,
     Attention: Managing Director, Commercial Servicing Operations, facsimile
     number: (215) 328-3478 (with copies to General Counsel (facsimile number:
     (215) 328-3620)); (iii) in the case of the Trustee and the Serviced Whole
     Loan Paying Agent, the Corporate Trust Office; (iv) in the case of Lennar,
     1601 Washington Avenue, Suite

                                     -290-
<PAGE>

     700, Miami Beach, Florida 33139, Attention: Michael Wheeler, facsimile
     number: (305) 695-5449; (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, facsimile
     number: (212) 438-2662 and (B) Fitch Ratings, One State Street Plaza, New
     York, New York 10004, Attention: Commercial Mortgage Surveillance, 31st
     Floor, facsimile number (212) 635-0294; (vi) in the case of the
     Underwriters, (A) Morgan Stanley & Co. Incorporated, 1585 Broadway, New
     York, New York 10036, Attention: Andrew Berman, facsimile number: (212)
     761-0747 with a copy to Michelle Wilke, Esq., Morgan Stanley Mortgage
     Capital Inc., 1221 Avenue of the Americas, 5th Floor, New York, New York
     10020, facsimile number: (212) 762-8831, (B) Deutsche Bank Securities Inc.,
     60 Wall Street, New York, New York 10005, Attention: Lainie Kaye, facsimile
     number: (212) 797-4489, (C) RBS Greenwich Capital, 600 Steamboat Road,
     Greenwich, CT 06830, Attention: Chris McCormack, facsimile number: (203)
     618-2052; (vii) in the case of the initial Majority Certificateholder of
     the Controlling Class, Allied Capital Corporation, 1919 Pennsylvania Avenue
     N.W., Washington, DC 20006, Attention: John Scheurer, facsimile number:
     (202) 466-1834 and (viii) in the case of the Mortgage Loan Sellers, the
     related addresses set forth in the applicable Mortgage Loan Purchase
     Agreement, 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.

     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

                                     -291-
<PAGE>

     (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 state of Delaware 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. Each Serviced Companion Loan Holder, each Serviced B
     Note Holder and any designees thereof acting on behalf of or exercising the
     rights of such Serviced Companion Loan Holder or Serviced B Note Holder
     shall be third-party beneficiaries to this Agreement with respect to their
     rights as specifically provided for herein. 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.

     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:

                            (A) any material change or amendment to this
     Agreement;

                            (B) the occurrence of any Event of Default that has
     not been cured;

                            (C) the resignation, termination or merger (with an
     entity other than an Affiliate) of the Master Servicer, the Special
     Servicer or the Trustee;

                            (D) any change in the location of the Distribution
     Account;

                                     -292-
<PAGE>

                            (E) 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; and

                            (F) 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:

                            (A) each of its annual statements as to compliance
     described in Section 3.13; and

                            (B) 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.

                                     -293-
<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 and
                                       Serviced Whole Loan Paying Agent



                                   By:_____________________________________
                                      Name:
                                      Title:


                                   LENNAR PARTNERS, INC.,
                                       Special Servicer



                                   By:_____________________________________
                                      Name:
                                      Title:


                                   WELLS FARGO BANK, N.A.,
                                       Trustee



                                   By:______________________________________
                                      Name:
                                      Title:



                                     -294-
<PAGE>

STATE OF NEW YORK   )
                    ) ss.
COUNTY OF NEW YORK  )

         On the _____ day of April 2004, 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





                                     -295-
<PAGE>

STATE OF NEW YORK   )
                    ) ss.
COUNTY OF NEW YORK  )

         On the _____ day of April 2004, before me, a notary public in and for
said State, personally appeared David Lazarus known to me to be a Senior 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




                                     -296-
<PAGE>

STATE OF   )
           ) ss.
COUNTY OF  )

         On the _____ day of April 2004, before me, a notary public in and for
said State, personally appeared ________________ known to me to be a
______________________ of WELLS FARGO BANK, N.A., a national chartered bank duly
organized, validly existing and in good standing under the laws of 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





                                     -297-
<PAGE>

STATE OF   )
           ) ss.
COUNTY OF  )

         On the _____ day of April 2004, before me, a notary public in and for
said State, personally appeared ________________ and _________________ known to
me to be a ______________________ and a __________________, respectively, of
LENNAR PARTNERS, INC., a company duly organized, validly existing and in good
standing under the laws of __________________ that executed the within
instrument, and also known to me to be the persons who executed it on behalf of
such bank, and acknowledged to me that such 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




                                     -298-

<PAGE>

                                                                     EXHIBIT A-1

                          FORM OF CLASS A-1 CERTIFICATE

                               CLASS A-1 MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C1

         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
3.118% per annum                                             Certificate as of the Issue Date: $52,000,000

Date of Pooling and Servicing Agreement:  April 1, 2004      Class Principal Balance of all the Class A-1
                                                             Certificates as of the Issue Date: $52,000,000

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 April 2004                    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:  $721,404,190
Issue Date:  April 21, 2004

First Distribution Date:  May 10, 2004                       Trustee:  Wells Fargo Bank, N.A.

Master Servicer: GMAC Commercial Mortgage Corporation        CUSIP No. [   ]

Special Servicer: Lennar Partners, Inc.                      ISIN No. [   ]

Certificate No. A-1- 1
</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

<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,
LENNAR PARTNERS, INC., WELLS FARGO BANK, N.A. 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 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


                                       2
<PAGE>

(the "Agreement"), among GMAC Commercial Mortgage Securities, Inc., as
Depositor, GMAC Commercial Mortgage Corporation, as Master Servicer, Lennar
Partners, Inc., as Special Servicer and Wells Fargo Bank, N.A., 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, as amended from time to time, the Holder of this Certificate by
virtue of the acceptance hereof assents and by which such Holder is bound. In
the case of any conflict between the terms specified herein and in the
Agreement, the terms of the Agreement shall govern.

                  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
2004-C1 (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 the Distribution

                                       3
<PAGE>

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 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


                                       4
<PAGE>

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, Class G 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, N.A., as Trustee


                               By:______________________________________________
                                                Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class A-1 Certificates referred to in the
within-mentioned Agreement.

Dated:  April 21, 2004

                               Wells Fargo Bank, N.A., as Certificate Registrar


                               By:______________________________________________
                                              Authorized Officer





                                       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-2

                          FORM OF CLASS A-2 CERTIFICATE

                               CLASS A-2 MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C1

         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 A-2
4.100% per annum                                             Certificate as of the Issue Date: $55,000,000

Date of Pooling and Servicing Agreement:  April 1, 2004      Class Principal Balance of all the Class A-2
                                                             Certificates as of the Issue Date: $55,000,000

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 April 2004                    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:  $721,404,190

Issue Date:  April 21, 2004

First Distribution Date:  May 10, 2004                       Trustee:  Wells Fargo Bank, N.A.

Master Servicer: GMAC Commercial Mortgage Corporation        CUSIP No. [   ]

Special Servicer: Lennar Partners, Inc.                      ISIN No. [   ]

Certificate No. A-2-1
</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,
LENNAR PARTNERS, INC., WELLS FARGO BANK, N.A. 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 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 specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer, Lennar Partners, Inc., as Special


                                       2
<PAGE>

Servicer and Wells Fargo Bank, N.A., 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, as amended from
time to time, the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. In the case of any conflict between
the terms specified herein and in the Agreement, the terms of the Agreement
shall govern.

                  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
2004-C1 (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 the 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,


                                       3
<PAGE>

or certain 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, N.A., as Trustee


                              By:_______________________________________________
                                               Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class A-2 Certificates referred to in the
within-mentioned Agreement.

Dated:  April 21, 2004

                              Wells Fargo Bank, N.A., as Certificate Registrar


                              By:_______________________________________________
                                               Authorized Officer




                                       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-3

                          FORM OF CLASS A-3 CERTIFICATE

                               CLASS A-3 MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C1

         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 A-3
4.776% per annum                                             Certificate as of the Issue Date: $50,000,000

Date of Pooling and Servicing Agreement:  April 1, 2004      Class Principal Balance of all the Class A-3
                                                             Certificates as of the Issue Date: $50,000,000

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 April 2004                    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:  $721,404,190
Issue Date:  April 21, 2004

First Distribution Date: May 10, 2004                        Trustee:  Wells Fargo Bank, N.A.

Master Servicer: GMAC Commercial Mortgage Corporation        CUSIP No. [   ]

Special Servicer: Lennar Partners, Inc.                      ISIN No. [   ]

Certificate No. A-3-1
</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,
LENNAR PARTNERS, INC., WELLS FARGO BANK, N.A. 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 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-3 Certificate (obtained by
dividing the principal balance of this Class A-3 Certificate (its "Certificate
Principal Balance") as of the Issue Date by the aggregate principal balance of
all the Class A-3 Certificates (their "Class Principal Balance") as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
A-3 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, Lennar Partners, Inc., as Special


                                       2
<PAGE>

Servicer and Wells Fargo Bank, N.A., 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, as amended from
time to time, the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. In the case of any conflict between
the terms specified herein and in the Agreement, the terms of the Agreement
shall govern.

                  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-3 Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class A-3
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
2004-C1 (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 the 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,


                                       3
<PAGE>

or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

                  The Class A-3 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-3 Certificates are exchangeable for new Class A-3 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-3 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-3 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-3 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-3 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.

                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

                                       5
<PAGE>


                             Wells Fargo Bank, N.A., as Trustee


                             By:________________________________________________
                                                 Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class A-3 Certificates referred to in the
within-mentioned Agreement.

Dated:  April 21, 2004

                             Wells Fargo Bank, N.A., as Certificate Registrar


                             By:________________________________________________
                                                 Authorized Officer





                                       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-4 CERTIFICATE

                               CLASS A-4 MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C1

         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 A-4
4.908% per annum                                             Certificate as of the Issue Date: $343,755,000

Date of Pooling and Servicing Agreement:  April 1, 2004      Class Principal Balance of all the Class A-4
                                                             Certificates as of the Issue Date: $343,755,000

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 April 2004                    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: $721,404,190

Issue Date:  April 21, 2004

First Distribution Date:  May 10, 2004                       Trustee:  Wells Fargo Bank, N.A.

Master Servicer: GMAC Commercial Mortgage Corporation        CUSIP No. [   ]

Special Servicer: Lennar Partners, Inc.                      ISIN No. [   ]

Certificate No. A-4-1
</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,
LENNAR PARTNERS, INC., WELLS FARGO BANK, N.A. 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 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-4 Certificate (obtained by
dividing the principal balance of this Class A-4 Certificate (its "Certificate
Principal Balance") as of the Issue Date by the aggregate principal balance of
all the Class A-4 Certificates (their "Class Principal Balance") as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
A-4 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, Lennar Partners, Inc., as Special


                                       2
<PAGE>

Servicer and Wells Fargo Bank, N.A., 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, as amended from
time to time, the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. In the case of any conflict between
the terms specified herein and in the Agreement, the terms of the Agreement
shall govern.

                  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-4 Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class A-4
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
2004-C1 (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 the 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,


                                       3
<PAGE>

or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

                  The Class A-4 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-4 Certificates are exchangeable for new Class A-4 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-4 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-4 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-4 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-4 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, N.A., as Trustee


                             By:________________________________________________
                                               Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class A-4 Certificates referred to in the
within-mentioned Agreement.

Dated:  April 21, 2004

                             Wells Fargo Bank, N.A., as Certificate Registrar


                             By:________________________________________________
                                               Authorized Officer





                                       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 2004-C1

         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: Lesser of 4.991% per annum or the         Certificate Principal Balance of this Class B
Weighted Average Net Mortgage Rate                           Certificate as of the Issue Date: $20,740,000

Date of Pooling and Servicing Agreement:  April 1, 2004      Class Principal Balance of all the Class B Certificates
                                                             as of the Issue Date: $20,740,000

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 April 2004                    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: $721,404,190

Issue Date:  April 21, 2004

First Distribution Date: May 10, 2004                        Trustee:  Wells Fargo Bank, N.A.

Master Servicer: GMAC Commercial Mortgage Corporation        CUSIP No. [   ]

Special Servicer: Lennar Partners, Inc.                      ISIN No. [   ]

Certificate No. B-1-1
</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,
LENNAR PARTNERS, INC., WELLS FARGO BANK, N.A. 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-1A, CLASS A-2, CLASS
A-3, CLASS A-4, 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, CLASS A-1A, CLASS A-2, CLASS A-3 AND CLASS A-4 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 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, Lennar Partners, Inc., as Special Servicer and Wells Fargo
Bank, N.A., 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, as amended from time to time,
the Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. In the case of any conflict between the terms
specified herein and in the Agreement, the terms of the Agreement shall govern.

                  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


                                       3
<PAGE>

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
2004-C1 (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 the 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 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.

                                       4
<PAGE>

                  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.

                  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.

                                       5
<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.





                                       6
<PAGE>

                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

                             Wells Fargo Bank, N.A., as Trustee


                             By:________________________________________________
                                               Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class B Certificates referred to in the
within-mentioned Agreement.

Dated:  April 21, 2004

                             Wells Fargo Bank, N.A., as Certificate Registrar


                             By:________________________________________________
                                               Authorized Officer






                                       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-6

                           FORM OF CLASS C CERTIFICATE

                                CLASS C MORTGAGE
                           PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C1

         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: Lesser of 5.041% per annum or the         Certificate Principal Balance of this Class C
Weighted Average Net Mortgage Rate                           Certificate as of the Issue Date: $8,116,000

Date of Pooling and Servicing Agreement:  April 1, 2004      Class Principal Balance of all the Class C Certificates
                                                             as of the Issue Date: $8,116,000

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 April 2004                    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: $721,404,190

Issue Date:  April 21, 2004

First Distribution Date:  May 10, 2004                       Trustee:  Wells Fargo Bank, N.A.

Master Servicer: GMAC Commercial Mortgage Corporation        CUSIP No. [   ]

Special Servicer: Lennar Partners, Inc.                      ISIN No. [   ]

Certificate No. C-1-1
</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,
<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,
LENNAR PARTNERS, INC., WELLS FARGO BANK, N.A. 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-1A, CLASS A-2, CLASS
A-3, CLASS A-4, 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-1A, CLASS A-2, CLASS A-3, CLASS A-4 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 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, Lennar Partners, Inc., as Special Servicer and Wells Fargo
Bank, N.A., 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, as amended from time to time,
the Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. In the case of any conflict between the terms
specified herein and in the Agreement, the terms of the Agreement shall govern.

                  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


                                       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
2004-C1 (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 the 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 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.

                                       4
<PAGE>

                  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.

                  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.

                                       5
<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.




                                       6
<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

                             Wells Fargo Bank, N.A., as Trustee


                             By:________________________________________________
                                               Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class C Certificates referred to in the
within-mentioned Agreement.

Dated:  April 21, 2004

                             Wells Fargo Bank, N.A., as Certificate Registrar


                             By:________________________________________________
                                              Authorized Officer






                                       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 2004-C1

         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: Lesser of 5.070% per annum or the         Certificate Principal Balance of this Class D
Weighted Average Net Mortgage Rate                           Certificate as of the Issue Date: $15,330,000

Date of Pooling and Servicing Agreement:  April 1, 2004      Class Principal Balance of all the Class D Certificates
                                                             as of the Issue Date: $15,330,000

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 April 2004                    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: $721,404,190

Issue Date:  April 21, 2004

First Distribution Date:  May 10, 2004                       Trustee:  Wells Fargo Bank, N.A.

Master Servicer: GMAC Commercial Mortgage Corporation        CUSIP No. [   ]

Special Servicer: Lennar Partners, Inc.                      ISIN No. [   ]

Certificate No. D-1-1
</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,

<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,
LENNAR PARTNERS, INC., WELLS FARGO BANK, N.A. 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-1A, CLASS A-2, CLASS
A-3, CLASS A-4, 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-1A, CLASS A-2, CLASS A-3, 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 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, Lennar Partners, Inc., as Special Servicer and Wells Fargo
Bank, N.A., 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, as amended from time to time,
the Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. In the case of any conflict between the terms
specified herein and in the Agreement, the terms of the Agreement shall govern.

                  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


                                       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
2004-C1 (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 the 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 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.

                                       4
<PAGE>

                  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.

                  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.

                                       5
<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.




                                       6
<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

                             Wells Fargo Bank, N.A., as Trustee


                             By:________________________________________________
                                                Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class D Certificates referred to in the
within-mentioned Agreement.

Dated:  April 21, 2004

                             Wells Fargo Bank, N.A., as Certificate Registrar


                             By:________________________________________________
                                                Authorized Officer






                                       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.



<PAGE>


                                        8
                                                                     EXHIBIT A-8

                           FORM OF CLASS E CERTIFICATE

                                CLASS E MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C1

         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: Lesser of 5.169% per annum or the         Certificate Principal Balance of this Class E
Weighted Average Net Mortgage Rate                           Certificate as of the Issue Date: $8,116,000

Date of Pooling and Servicing Agreement:  April 1, 2004      Class Principal Balance of all the Class E Certificates
                                                             as of the Issue Date: $8,116,000

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 April 2004                    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: $721,404,190

Issue Date:  April 21, 2004

First Distribution Date:  May 10, 2004                       Trustee:  Wells Fargo Bank, N.A.

Master Servicer: GMAC Commercial Mortgage Corporation        CUSIP No. [   ]

Special Servicer: Lennar Partners, Inc.                      ISIN No. [   ]

Certificate No. E-1-1
</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,
<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,
LENNAR PARTNERS, INC., WELLS FARGO BANK, N.A. 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-1A, CLASS A-2, CLASS
A-3, CLASS A-4, 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-1A,, CLASS A-2, CLASS A-3, 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 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, Lennar Partners, Inc., as Special Servicer and Wells Fargo
Bank, N.A., 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, as amended from time to time,
the Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. In the case of any conflict between the terms
specified herein and in the Agreement, the terms of the Agreement shall govern.

                  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


                                       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
2004-C1 (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 the 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 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.

                                       4
<PAGE>

                  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.

                  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.

                                       5
<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.




                                       6
<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

                             Wells Fargo Bank, N.A., as Trustee


                             By:________________________________________________
                                              Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

         This is one of the Class E Certificates referred to in the
within-mentioned Agreement.

Dated:  April 21, 2004

                             Wells Fargo Bank, N.A., as Certificate Registrar


                             By:________________________________________________
                                             Authorized Officer






                                       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 X-1 CERTIFICATE

                               CLASS X-1 MORTGAGE
                           PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C1

         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:  Variable                                 Certificate Notional Amount of this Class X-1
                                                             Certificate as of the Issue Date: $721,404,190

Date of Pooling and Servicing Agreement:  April 1, 2004      Class Notional Amount of all the Class X-1 Certificates
                                                             as of the Issue Date: $721,404,190

Cut-off Date:  With respect to any Mortgage Loan, the Due    Aggregate unpaid principal balance of the Mortgage
Date for such Mortgage Loan in April 2004                    Loans as of their respective Cut-off Dates, after
                                                             deducting payments of principal due on or before such
                                                             date, whether or not received:  $721,404,190

Issue Date April [ ], 2004

First Distribution Date:  May 10, 2004                       Trustee:  Wells Fargo Bank, N.A.

Master Servicer: GMAC Commercial Mortgage Corporation        CUSIP No. [   ]

Special Servicer: Lennar Partners, Inc.                      ISIN No. [   ]

Certificate No. X-1-1
</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,
LENNAR PARTNERS, INC., WELLS FARGO BANK, N.A. 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, Lennar Partners, Inc. as Special Servicer and
Wells Fargo Bank, N.A., 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, as amended from
time to time, the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. In the case of any conflict between
the terms specified herein and in the Agreement, the terms of the Agreement
shall govern.

                  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
2004-C1 (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 the 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 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.

                                       3
<PAGE>

                  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 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. 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

                                       4
<PAGE>

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.

                  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


                                       5
<PAGE>

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, N.A.,
                                      as Certificate Registrar


                                      By:_______________________________________
                                                    Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class X-1 Certificates referred to in the
within-mentioned Agreement.

Dated:  April 21, 2004

                                      Wells Fargo Bank, N.A.,
                                      as Certificate Registrar


                                      By:_______________________________________
                                                    Authorized Officer






                                       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.



<PAGE>

                                                                    EXHIBIT A-10

                          FORM OF CLASS X-2 CERTIFICATE

                               CLASS X-2 MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C1

         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: Variable                                  Certificate Notional Amount of this Class X-2
                                                             Certificate as of the Issue Date: $691,069,000

Date of Pooling and Servicing Agreement:  April 1, 2004      Notional Amount of all the Class X-2 Certificates as of
                                                             the Issue Date: $691,069,000

Cut-off Date:  With respect to any Mortgage Loan, the Due    Aggregate unpaid principal balance of the Mortgage
Date for such Mortgage Loan in April 2004                    Loans as of their respective Cut-off Dates, after
                                                             deducting payments of principal due on or before such
                                                             date, whether or not received: $721,404,190

Issue Date:  April 21, 2004

First Distribution Date:  May 10, 2004                       Trustee:  Wells Fargo Bank, N.A.

Master Servicer: GMAC Commercial Mortgage Corporation        CUSIP No. [   ]

Special Servicer: Lennar Partners, Inc.                      ISIN No. [   ]

Certificate No. X-2-1
</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,
LENNAR PARTNERS, INC., WELLS FARGO BANK, N.A. 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, Lennar Partners, Inc., as Special Servicer and
Wells Fargo Bank, N.A., 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, as amended from
time to time, the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. In the case of any conflict between
the terms specified herein and in the Agreement, the terms of the Agreement
shall govern.

                  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
2004-C1 (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 the 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 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.

                                       3
<PAGE>

                  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 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. 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

                                       4
<PAGE>

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.

                  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


                                       5
<PAGE>

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, N.A.,
                                      as Certificate Registrar


                                      By:_______________________________________
                                                   Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

         This is one of the Class X-2 Certificates referred to in the
within-mentioned Agreement.

Dated:  April 21, 2004

                                      Wells Fargo Bank, N.A.,
                                      as Certificate Registrar


                                      By:_______________________________________
                                                   Authorized Officer






                                       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 A-1A CERTIFICATE

                               CLASS A-1A MORTGAGE
                           PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C1

         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:  4.481%                                   Certificate Principal Balance of this Class  A-1A
                                                             Certificate as of the Issue Date: $102,519,000

Date of Pooling and Servicing Agreement:  April 1, 2004      Class Principal Balance of all the Class A-1A
                                                             Certificates as of the Issue Date: $102,519,000

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 April 2004                    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: $721,404,190

Issue Date:  April 21, 2004

First Distribution Date:  May 10, 2004                       Trustee:  Wells Fargo Bank, N.A.

Master Servicer: GMAC Commercial Mortgage Corporation        CUSIP No. [   ]

Special Servicer: Lennar Partners, Inc.                      ISIN No. [   ]

Certificate No. A-1A-1
</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,
<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,
LENNAR PARTNERS, INC., WELLS FARGO BANK, N.A. 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 certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-1A Certificate (obtained by
dividing the principal balance of this Class A-1A Certificate (its "Certificate
Principal Balance") as of the Issue Date by the aggregate principal balance of
all the Class A-1A Certificates (their "Class Principal Balance") as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class A-1A 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, Lennar Partners, Inc., as Special Servicer and
Wells Fargo Bank, N.A., 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


                                       2
<PAGE>

conditions of the Agreement, to which Agreement, as amended from time to time,
the Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. In the case of any conflict between the terms
specified herein and in the Agreement, the terms of the Agreement shall govern.

                  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-1A Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class A-1A
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
2004-C1 (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 the 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.

                                       3
<PAGE>

                  The Class A-1A 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-1A Certificates are exchangeable for new Class A-1A 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-1A 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-1A 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 A-1A 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 A-1A 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 A-1A Certificates for its own account or for the account of
a qualified institutional buyer, and that it understands that such Class A-1A
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 A-1A 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 A-1A
Certificate without registration or qualification. None of the Depositor, the
Trustee or the Certificate Registrar is obligated to register or qualify the
Class A-1A 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 A-1ACertificate without registration or qualification. Any
Class A-1A Certificateholder desiring to effect such a transfer shall, and by
the acceptance of its Class A-1A 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 A-1A Certificate or any interest
therein shall be made (A) to any employee benefit plan or other retirement
arrangement, including individual


                                       4
<PAGE>

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-1ACertificates, 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-1A 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.

                                       5
<PAGE>

                  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, N.A.,
                                      as Certificate Registrar


                                      By:_______________________________________
                                                   Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class A-1A Certificates referred to in the
within-mentioned Agreement.

Dated:  April 21, 2004

                                       Wells Fargo Bank, N.A.,
                                       as Certificate Registrar


                                       By:______________________________________
                                                    Authorized Officer






                                       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 F CERTIFICATE

                                CLASS F MORTGAGE
                           PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C1

         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: Lesser of 5.347% per annum or the         Certificate Principal Balance of this Class F
Weighted Average Net Mortgage Rate                           Certificate as of the Issue Date: $12,624,000

Date of Pooling and Servicing Agreement:  April 1, 2004      Class Principal Balance of all the Class F Certificates
                                                             as of the Issue Date: $12,624,000

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 April 2004                    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: $721,404,190

Issue Date:  April 21, 2004

First Distribution Date:  May 10, 2004                       Trustee:  Wells Fargo Bank, N.A.

Master Servicer: GMAC Commercial Mortgage Corporation        CUSIP No. [   ]

Special Servicer: Lennar Partners, Inc.                      ISIN No. [   ]

Certificate No. F-1-1
</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,
<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,
LENNAR PARTNERS, INC., WELLS FARGO BANK, N.A. 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-1A, CLASS A-2, CLASS
A-3, CLASS A-4, 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-1A, CLASS A-2, CLASS A-3, CLASS A-4, 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,


                                       2
<PAGE>


CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O 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 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, Lennar Partners, Inc., as Special Servicer and Wells Fargo
Bank, N.A., 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, as amended from time to time,
the Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. In the case of any conflict between the terms
specified herein and in the Agreement, the terms of the Agreement shall govern.

                  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


                                       3
<PAGE>

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
2004-C1 (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 the 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 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 the account of a qualified
institutional buyer, and that it understands that such


                                       4
<PAGE>

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. 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.

                                       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, N.A., as Trustee


                             By:________________________________________________
                                             Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class F Certificates referred to in the
within-mentioned Agreement.

Dated:  April 21, 2004

                             Wells Fargo Bank, N.A., as Certificate Registrar


                             By:________________________________________________
                                             Authorized Officer






                                       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 G CERTIFICATE

                                CLASS G MORTGAGE
                           PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C1

         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: Lesser of 5.455% per annum or the         Certificate Principal Balance of this Class G
Weighted Average Net Mortgage Rate                           Certificate as of the Issue Date: $8,116,000

Date of Pooling and Servicing Agreement:  April 1, 2004      Class Principal Balance of all the Class G Certificates
                                                             as of the Issue Date: $8,116,000

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 April 2004                    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: $721,404,190

Issue Date:  April 21, 2004

First Distribution Date: May 10, 2004                        Trustee:  Wells Fargo Bank, N.A.

Master Servicer: GMAC Commercial Mortgage Corporation        CUSIP No. [   ]

Special Servicer: Lennar Partners, Inc.                      ISIN No. [   ]

Certificate No. G-1-1
</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,
<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,
LENNAR PARTNERS, INC., WELLS FARGO BANK, N.A. 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-1A, CLASS A-2, CLASS
A-3, CLASS A-4, 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-1A, CLASS A-2, CLASS A-3, CLASS A-4, 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


                                       2
<PAGE>

CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O 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 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, Lennar Partners, Inc., as Special Servicer and Wells Fargo
Bank, N.A., 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, as amended from time to time,
the Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. In the case of any conflict between the terms
specified herein and in the Agreement, the terms of the Agreement shall govern.

                  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


                                       3
<PAGE>

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
2004-C1 (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 the 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 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 the account of a qualified
institutional buyer, and that it understands that such


                                       4
<PAGE>

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. 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.

                                       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, N.A., as Trustee


                             By:________________________________________________
                                             Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class G Certificates referred to in the
within-mentioned Agreement.

Dated:  April 21, 2004

                             Wells Fargo Bank, N.A., as Certificate Registrar


                             By:________________________________________________
                                             Authorized Officer






                                       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 H CERTIFICATE

                                CLASS H MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C1

         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: Weighted Average Net Mortgage Rate        Certificate Principal Balance of this Class H
                                                             Certificate as of the Issue Date:  $10,821,000

Date of Pooling and Servicing Agreement:  April 1, 2004      Class Principal Balance of all the Class H Certificates
                                                             as of the Issue Date:  $10,821,000

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 April 2004                    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:  $721,404,190

Issue Date:  April 21, 2004

First Distribution Date:  May 10, 2004                       Trustee:  Wells Fargo Bank, N.A.

Master Servicer: GMAC Commercial Mortgage Corporation        CUSIP No. [   ]

Special Servicer: Lennar Partners, Inc.                      ISIN No. [   ]

Certificate No. H-1-1
</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,
LENNAR PARTNERS, INC., WELLS FARGO BANK, N.A. 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-1A, CLASS A-2, CLASS
A-3, CLASS A-4, 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-1A, CLASS A-2, CLASS A-3, CLASS A-4, 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 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 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, Lennar Partners, Inc., as Special Servicer and Wells Fargo
Bank, N.A., 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, as amended from time to time,
the Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. In the case of any conflict between the terms
specified herein and in the Agreement, the terms of the Agreement shall govern.

                  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


                                       3
<PAGE>

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
2004-C1 (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 the 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 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 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


                                       4
<PAGE>

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. 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.

                                       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, N.A., as Trustee


                            By:_________________________________________________
                                             Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class H Certificates referred to in the
within-mentioned Agreement.

Dated:  April 21, 2004

                            Wells Fargo Bank, N.A., as Certificate Registrar


                            By:_________________________________________________
                                             Authorized Officer






                                       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 J CERTIFICATE

                                CLASS J MORTGAGE
                           PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C1

         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:  Lesser of 5.173% per annum or the        Certificate Principal Balance of this Class J
Weighted Average Net Mortgage Rate                           Certificate as of the Issue Date: $4,509,000

Date of Pooling and Servicing Agreement:  April 1, 2004      Class Principal Balance of all the Class J Certificates
                                                             as of the Issue Date:  $4,509,000

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 April 2004                    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: $721,404,190

Issue Date:  April 21, 2004

First Distribution Date: May 10, 2004                        Trustee:  Wells Fargo Bank, N.A.

Master Servicer: GMAC Commercial Mortgage Corporation        CUSIP No. [   ]

Special Servicer: Lennar Partners, Inc.                      ISIN No. [   ]

Certificate No. J-1-1
</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,
LENNAR PARTNERS, INC., WELLS FARGO BANK, N.A. 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-1A, CLASS A-2, CLASS
A-3, CLASS A-4, 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-1A, CLASS A-2, CLASS A-3, CLASS A-4, 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


                                       2
<PAGE>

OF THE CLASS K, CLASS L, CLASS M, CLASS N, CLASS O 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 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, Lennar Partners, Inc., as Special Servicer and Wells Fargo
Bank, N.A., 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, as amended from time to time,
the Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. In the case of any conflict between the terms
specified herein and in the Agreement, the terms of the Agreement shall govern.

                  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


                                       3
<PAGE>

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
2004-C1 (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 the 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 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 of a qualified
institutional buyer, and that it understands that such Class J


                                       4
<PAGE>

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. 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.

                                       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, N.A., as Trustee


                             By:________________________________________________
                                              Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class J Certificates referred to in the
within-mentioned Agreement.

Dated:  April 21, 2004

                             Wells Fargo Bank, N.A., as Certificate Registrar


                             By:________________________________________________
                                              Authorized Officer






                                       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-16

                           FORM OF CLASS K CERTIFICATE

                                CLASS K MORTGAGE
                           PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C1

         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: Lesser of 5.173% per annum or the         Certificate Principal Balance of this Class K
Weighted Average Net Mortgage Rate                           Certificate as of the Issue Date: $4,509,000

Date of Pooling and Servicing Agreement:  April 1, 2004      Class Principal Balance of all the Class K Certificates
                                                             as of the Issue Date:  $4,509,000

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 April 2004                    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: $721,404,190

Issue Date:  April 21, 2004

First Distribution Date:  May 10, 2004                       Trustee:  Wells Fargo Bank, N.A.

Master Servicer: GMAC Commercial Mortgage Corporation        CUSIP No. [   ]

Special Servicer: Lennar Partners, Inc.                      ISIN No. [   ]

Certificate No. K-1-1
</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,
<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,
LENNAR PARTNERS, INC., WELLS FARGO BANK, N.A. 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-1A, CLASS A-2, CLASS
A-3, CLASS A-4, 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-1A, CLASS A-2, CLASS A-3, CLASS A-4, CLASS B, CLASS C, CLASS
D, CLASS E, CLASS F, CLASS G, CLASS H AND CLASS J CERTIFICATES OF THE SAME
SERIES. IN ADDITION,


                                       2
<PAGE>

FOLLOWING THE DATE ON WHICH THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE
CLASS L, CLASS M, CLASS N, CLASS O, 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 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, Lennar Partners, Inc., as Special Servicer and Wells Fargo
Bank, N.A., 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, as amended from time to time,
the Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. In the case of any conflict between the terms
specified herein and in the Agreement, the terms of the Agreement shall govern.

                  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


                                       3
<PAGE>

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
2004-C1 (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 the 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 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


                                       4
<PAGE>

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 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. None of the
Depositor, the Trustee or the Certificate 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


                                       5
<PAGE>

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.

                  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.

                                       6
<PAGE>

                  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, N.A., as Trustee


                             By:________________________________________________
                                               Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class K Certificates referred to in the
within-mentioned Agreement.

Dated: April 21, 2004

                             Wells Fargo Bank, N.A., as Certificate Registrar


                             By:________________________________________________
                                               Authorized Officer






                                       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-17

                           FORM OF CLASS L CERTIFICATE

                                CLASS L MORTGAGE
                           PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C1

         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: Lesser of 5.173% per annum or the         Certificate Principal Balance of this Class L
Weighted Average Net Mortgage Rate                           Certificate as of the Issue Date: $4,508,000

Date of Pooling and Servicing Agreement:  April 1, 2004      Class Principal Balance of all the Class L Certificates
                                                             as of the Issue Date:  $4,508,000

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 April 2004                    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: $721,404,190

Issue Date:  April 21, 2004

First Distribution Date:  May 10, 2004                       Trustee:  Wells Fargo Bank, N.A.

Master Servicer: GMAC Commercial Mortgage Corporation        CUSIP No. [   ]

Special Servicer: Lennar Partners, Inc.                      ISIN No. [   ]

Certificate No. L-1-1
</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,
<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,
LENNAR PARTNERS, INC., WELLS FARGO BANK, N.A. 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-1A, CLASS A-2, CLASS
A-3, CLASS A-4, 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-1A, CLASS A-2, CLASS A-3, CLASS A-4, 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,


                                       2
<PAGE>

FOLLOWING THE DATE ON WHICH THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE
CLASS M, CLASS N, CLASS O 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 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, Lennar Partners, Inc., as Special Servicer and Wells Fargo
Bank, N.A., 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, as amended from time to time,
the Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. In the case of any conflict between the terms
specified herein and in the Agreement, the terms of the Agreement shall govern.

                  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


                                       3
<PAGE>

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
2004-C1 (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 the 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 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


                                       4
<PAGE>

account or for 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. 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


                                       5
<PAGE>

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.

                  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.

                                       6
<PAGE>

                  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, N.A., as Trustee


                             By:________________________________________________
                                              Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class L Certificates referred to in the
within-mentioned Agreement.

Dated: April 21, 2004

                             Wells Fargo Bank, N.A., as Certificate Registrar


                             By:________________________________________________
                                               Authorized Officer






                                       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 M CERTIFICATE

                                CLASS M MORTGAGE
                           PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C1

         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: Lesser of 5.173% per annum or the         Certificate Principal Balance of this Class M
Weighted Average Net Mortgage Rate                           Certificate as of the Issue Date: $2,706,000

Date of Pooling and Servicing Agreement:  April 1, 2004      Class Principal Balance of all the Class M Certificates
                                                             as of the Issue Date: $2,706,000

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  2003                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: $721,404,190

Issue Date:  April 21, 2004

First Distribution Date:  May 10, 2004                       Trustee:  Wells Fargo Bank, N.A.

Master Servicer: GMAC Commercial Mortgage Corporation        CUSIP No. [   ]

Special Servicer: Lennar Partners, Inc.                      ISIN No. [   ]

Certificate No. M-1-1
</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,
<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,
LENNAR PARTNERS, INC., WELLS FARGO BANK, N.A. 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-1A, CLASS A-2, CLASS
A-3, CLASS A-4, 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-1A, CLASS A-2, CLASS A-3, CLASS A-4, 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


                                       2
<PAGE>

ADDITION, FOLLOWING THE DATE ON WHICH THE AGGREGATE CERTIFICATE PRINCIPAL
BALANCES OF THE CLASS N, CLASS O 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 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, Lennar Partners, Inc., as Special Servicer and Wells Fargo
Bank, N.A., 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, as amended from time to time,
the Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. In the case of any conflict between the terms
specified herein and in the Agreement, the terms of the Agreement shall govern.

                  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


                                       3
<PAGE>

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
2004-C1 (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 the 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 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


                                       4
<PAGE>

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 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. None of the
Depositor, the Trustee or the Certificate 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


                                       5
<PAGE>

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.

                  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.

                                       6
<PAGE>

                  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, N.A., as Trustee


                            By:_________________________________________________
                                             Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class M Certificates referred to in the
within-mentioned Agreement.

Dated:  April 21, 2004

                            Wells Fargo Bank, N.A., as Certificate Registrar


                            By:_________________________________________________
                                             Authorized Officer






                                       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-19

                           FORM OF CLASS N CERTIFICATE

                                CLASS N MORTGAGE
                           PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C1

         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: Lesser of 5.173% per annum or the         Certificate Principal Balance of this Class N
Weighted Average Net Mortgage Rate                           Certificate as of the Issue Date: $2,705,000

Date of Pooling and Servicing Agreement:  April 1, 2004      Class Principal Balance of all the Class N Certificates
                                                             as of the Issue Date: $2,705,000

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 April 2004                    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: $721,404,190

Issue Date: April 21, 2004

First Distribution Date:  May 10, 2004                       Trustee:  Wells Fargo Bank, N.A.

Master Servicer: GMAC Commercial Mortgage Corporation        CUSIP No. [   ]

Special Servicer: Lennar Partners, Inc.                      ISIN No. [   ]

Certificate No. N-1-1
</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,
LENNAR PARTNERS, INC., WELLS FARGO BANK, N.A. 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-1A, CLASS A-2, CLASS,
CLASS A-3, CLASS A-4, 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-1A, CLASS A-2, CLASS A-3, CLASS A-4, 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


                                       2
<PAGE>

SERIES. IN ADDITION, FOLLOWING THE DATE ON WHICH THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCES OF THE CLASS O 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, Lennar Partners, Inc., as Special Servicer and Wells Fargo
Bank, N.A., 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, as amended from time to time,
the Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. In the case of any conflict between the terms
specified herein and in the Agreement, the terms of the Agreement shall govern.

                  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


                                       3
<PAGE>

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
2004-C1 (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 the 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 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


                                       4
<PAGE>

account or for 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. 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


                                       5
<PAGE>

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.

                  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.

                                       6
<PAGE>

                  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, N.A., as Trustee


                            By:_________________________________________________
                                              Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class N Certificates referred to in the
within-mentioned Agreement.

Dated:  April 21, 2004

                            Wells Fargo Bank, N.A., as Certificate Registrar


                            By:_________________________________________________
                                              Authorized Officer






                                       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-20

                           FORM OF CLASS O CERTIFICATE

                                CLASS O MORTGAGE
                           PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C1

         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: Lesser of 5.173% per annum or the         Certificate Principal Balance of this Class O
Weighted Average Net Mortgage Rate                           Certificate as of the Issue Date: $2,705,000

Date of Pooling and Servicing Agreement:  April 1, 2004      Class Principal Balance of all the Class O Certificates
                                                             as of the Issue Date:  $2,750,000

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 April 2004                    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: $721,404,190

Issue Date:  April 21, 2004

First Distribution Date:  May 10, 2004                       Trustee:  Wells Fargo Bank, N.A.

Master Servicer: GMAC Commercial Mortgage Corporation        CUSIP No. [   ]

Special Servicer: Lennar Partners, Inc.                      ISIN No. [   ]

Certificate No. O-1-1
</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,
LENNAR PARTNERS, INC., WELLS FARGO BANK, N.A. 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-1A, CLASS A-2, CLASS
A-3, CLASS A-4, 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-1A, CLASS A-2, CLASS A-3, CLASS A-4, CLASS B, CLASS C, CLASS
D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS
N CERTIFICATES OF THE SAME SERIES. IN ADDITION, FOLLOWING THE DATE ON WHICH THE

                                       2
<PAGE>

AGGREGATE CERTIFICATE PRINCIPAL BALANCES 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 Certificate (obtained by dividing
the principal balance of this Class O Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class O Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class O
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, Lennar Partners, Inc., as Special Servicer and Wells Fargo
Bank, N.A., 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, as amended from time to time,
the Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. In the case of any conflict between the terms
specified herein and in the Agreement, the terms of the Agreement shall govern.

                  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 Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class O 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


                                       3
<PAGE>

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
2004-C1 (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 the 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 O 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 Certificates are exchangeable for new Class O 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 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 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 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 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 Certificates for its own account or for the account of a qualified
institutional buyer, and that it understands that such


                                       4
<PAGE>

Class O 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 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 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 Certificate without registration or qualification. Any Class O
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class O 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 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 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 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 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, N.A., as Trustee


                             By:________________________________________________
                                             Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class O Certificates referred to in the
within-mentioned Agreement.

Dated:  April 21, 2004

                             Wells Fargo Bank, N.A., as Certificate Registrar


                             By:________________________________________________
                                             Authorized Officer






                                       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 P CERTIFICATE

                                CLASS P MORTGAGE
                           PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C1

         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: Lesser of 5.173% per annum or the         Certificate Principal Balance of this Class P
Weighted Average Net Mortgage Rate                           Certificate as of the Issue Date: $12,625,190

Date of Pooling and Servicing Agreement:  April 1, 2004      Class Principal Balance of all the Class P Certificates
                                                             as of the Issue Date:  $12,625,190

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 April 2004                    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: $721,404,190

Issue Date:  April 21, 2004

First Distribution Date:  May 10, 2004                       Trustee:  Wells Fargo Bank, N.A.

Master Servicer: GMAC Commercial Mortgage Corporation        CUSIP No. [   ]

Special Servicer: Lennar Partners, Inc.                      ISIN No. [   ]

Certificate No. P-1-1
</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,
LENNAR PARTNERS, INC., WELLS FARGO BANK, N.A. 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-1A, CLASS A-2, CLASS
A-3, CLASS A-4, 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
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-1A, CLASS A-2, CLASS A-3, CLASS A-4, 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


                                       2
<PAGE>

CERTIFICATES OF THE SAME SERIES. 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 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, Lennar Partners, Inc., as Special Servicer and Wells Fargo
Bank, N.A., 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, as amended from time to time,
the Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. In the case of any conflict between the terms
specified herein and in the Agreement, the terms of the Agreement shall govern.

                  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.

                                       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
2004-C1 (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 the 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 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 permit the transfer of any Class P Certificate without registration
or qualification. None of the Depositor, the Trustee or the Certificate
Registrar is


                                       4
<PAGE>

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 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


                                       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, N.A., as Trustee


                             By:________________________________________________
                                             Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class P Certificates referred to in the
within-mentioned Agreement.

Dated:  April 21, 2004

                             Wells Fargo Bank, N.A., as Certificate Registrar


                             By:________________________________________________
                                             Authorized Officer






                                       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-22

                          FORM OF CLASS R-I CERTIFICATE

                               CLASS R-I MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C1

         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:  April 1, 2004      Percentage Interest evidenced by this Certificate in
                                                             the related Class:  100%

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 April 2004                    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:  $721,404,190

Issue Date:  April 21, 2004

First Distribution Date:  May 10, 2004                       Trustee:  Wells Fargo Bank, N.A.

Master Servicer: GMAC Commercial Mortgage Corporation        CUSIP No. [   ]

Special Servicer: Lennar Partners, Inc.                      ISIN No. [   ]

Certificate No. R-I
</TABLE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LENNAR PARTNERS, INC., WELLS FARGO BANK, N.A. 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-1A, CLASS A-2, CLASS
A-3, CLASS A-4, 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 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 Wachovia Bank, N.A. 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, Lennar Partners, Inc., as Special Servicer and
Wells Fargo Bank, N.A., 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, as amended from
time to time, the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. In the case of any conflict between
the terms specified herein and in the Agreement, the terms of the Agreement
shall govern.

                  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


                                       2
<PAGE>

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 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
2004-C1 (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


                                       3
<PAGE>

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 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

                                       4
<PAGE>

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 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


                                       5
<PAGE>

the trust and one or more United States Persons have the authority to control
all substantial decisions of the trust.

                  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 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 REMIC I, REMIC II or
REMIC III as a REMIC, without the consent of the Holders of any of the
Certificates.

                                       6
<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.




                                       7
<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

                                   Wells Fargo Bank, N.A.,
                                   as Trustee

                                   By: _________________________________________
                                                   Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class R-I Certificates referred to in the
within-mentioned Agreement.

Dated:  April 21, 2004

                                   Wells Fargo Bank, N.A.,
                                   as Certificate Registrar

                                   By:__________________________________________
                                                   Authorized Officer






                                       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-23

                         FORM OF CLASS R-II CERTIFICATE

                               CLASS R-II MORTGAGE
                           PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C1

         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:  April 1, 2004      Percentage Interest evidenced by this Certificate in
                                                             the related Class:  100%

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 April 2004                    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: $721,404,190

Issue Date:  April 21, 2004

First Distribution Date:  May 10, 2004                       Trustee:  Wells Fargo Bank, N.A.

Master Servicer: GMAC Commercial Mortgage Corporation        CUSIP No. [   ]

Special Servicer: Lennar Partners, Inc.                      ISIN No. [   ]

Certificate No. R-II
</TABLE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LENNAR PARTNERS, INC., WELLS FARGO BANK, N.A. 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-1A, CLASS A-2, CLASS
A-3, CLASS A-4, 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 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 Wachovia Bank, N.A. 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, Lennar Partners, Inc., as Special Servicer and
Wells Fargo Bank, N.A., 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, as amended from
time to time, the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. In the case of any conflict between
the terms specified herein and in the Agreement, the terms of the Agreement
shall govern.

                  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


                                       2
<PAGE>

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 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
2004-C1 (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


                                       3
<PAGE>

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 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

                                       4
<PAGE>

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 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


                                       5
<PAGE>

the trust and one or more United States Persons have the authority to control
all substantial decisions of the trust.

                  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 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 REMIC I, REMIC II or
REMIC III as a REMIC, without the consent of the Holders of any of the
Certificates.

                                       6
<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.




                                       7
<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

                                   Wells Fargo Bank, N.A.,
                                   as Trustee

                                   By:__________________________________________
                                                 Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class R-II Certificates referred to in the
within-mentioned Agreement.

Dated: April 21, 2004

                                   Wells Fargo Bank, N.A.,
                                   as Certificate Registrar

                                   By:__________________________________________
                                                   Authorized Officer





                                       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-24

                         FORM OF CLASS R-III CERTIFICATE

                              CLASS R-III MORTGAGE
                           PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C1

         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: April 1, 2004       Percentage Interest evidenced by this Certificate in
                                                             the related Class:  100%

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  2003                         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: $721,404,190

Issue Date:  April 21, 2004

First Distribution Date:  May 10, 2004                       Trustee:  Wells Fargo Bank, N.A.

Master Servicer: GMAC Commercial Mortgage Corporation        CUSIP No. [   ]

Special Servicer: Lennar Partners, Inc.                      ISIN No. [   ]

Certificate No. R-III
</TABLE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LENNAR PARTNERS, INC., WELLS FARGO BANK, N.A. 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-1A, CLASS A-2, CLASS
A-3, CLASS A-4, 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 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 Wachovia Bank, N.A. 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, Lennar Partners, Inc., as Special Servicer and
Wells Fargo Bank, N.A., 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, as amended from
time to time, the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. In the case of any conflict between
the terms specified herein and in the Agreement, the terms of the Agreement
shall govern.

                  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


                                       2
<PAGE>

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 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
2004-C1 (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


                                       3
<PAGE>

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 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

                                       4
<PAGE>

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 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


                                       5
<PAGE>

the trust and one or more United States Persons have the authority to control
all substantial decisions of the trust.

                  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 AFR/Bank of America Whole Loan 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 REMIC I, REMIC II or
REMIC III as a REMIC, without the consent of the Holders of any of the
Certificates.

                                       6
<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.




                                       7
<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

                                   Wells Fargo Bank, N.A.,
                                   as Trustee

                                   By:__________________________________________
                                                  Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class R-III Certificates referred to in the
within-mentioned Agreement.

Dated:  April 21, 2004

                                   Wells Fargo Bank, N.A.,
                                   as Certificate Registrar

                                   By:__________________________________________
                                                  Authorized Officer





                                       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, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113

Attention:        Asset Backed Securities Trust Services
                  GMAC Mortgage Pass-Through Certificates Series 2004-C1

         Re:      GMAC Commercial Mortgage Securities, Inc., Mortgage
                  Pass-Through Certificates, Series 2004-C1, [Class X-1] [Class
                  X-2] [ClassA-1A] [Class F] [Class G] [Class H] [Class J]
                  [Class K] [Class L] [Class M] [Class N] [Class O] [Class P]
                  [Class R-I] [Class R-II] [Class R-III] [having an initial
                  principal balance/initial notional amount as of April [ ],
                  2004 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 April 1, 2004, among GMAC Commercial Mortgage Securities, Inc., as
Depositor, GMAC Commercial Mortgage Corporation, as Master Servicer, Lennar
Partners, Inc., as Special Servicer and Wells Fargo Bank, N.A., 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 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


                                       1
<PAGE>

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:





                                       2
<PAGE>


                                                                     EXHIBIT B-2

                         FORM OF TRANSFEREE CERTIFICATE

                                     [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113

Attention:        Asset Backed Securities Trust Services
                  GMAC Mortgage Pass-Through Certificates Series 2004-C1

         Re:      GMAC Commercial Mortgage Securities, Inc., Mortgage
                  Pass-Through Certificates, Series 2004-C1, [Class X-1] [Class
                  X-2] [ClassA-1A] [Class F] [Class G] [Class H] [Class J]
                  [Class K] [Class L] [Class M] [Class N] [Class O] [Class P]
                  [Class R-I] [Class R-II] [Class R-III] [having an initial
                  principal balance/initial notional amount as of April [ ],
                  2004 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 April
1, 2004 among GMAC Commercial Mortgage Securities, Inc., as Depositor, GMAC
Commercial Mortgage Corporation, as Master Servicer, Lennar Partners, Inc., as
Special Servicer and Wells Fargo Bank, N.A., 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.

         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.

                                       1
<PAGE>

         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 A-1,
Class A-1A, 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:





                                       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:





                                       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
securities1 (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


                                       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.

                                       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:





                                       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, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations,


                                       7
<PAGE>

(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:




                                       8
<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 2004-C1, [Class R-I] [Class R-II]
[Class R-III], evidencing a _____% 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 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

                                       1
<PAGE>

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.

                                       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".

                                       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

                                         COUNTRY OF
                                                   -----------------------------
                                         STATE OF
                                                 -------------------------------
                                         My Commission expires the day ____ of


                                         ------------, -----.






                                       4
<PAGE>

                                                                     EXHIBIT C-2

                  FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS
                         OF REMIC RESIDUAL CERTIFICATES

                                     [Date]



Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113

Attention:    Asset Backed Securities Trust Services
              GMAC Commercial Mortgage Pass-Through Certificates Series 2004-C1

         Re:  GMAC Commercial Mortgage Securities, Inc., Mortgage Pass-Through
              Certificates, Series 2004-C1 (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 April 1,
2004 (the "Pooling and Servicing Agreement"), among GMAC Commercial Mortgage
Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation, as Master
Servicer, Lennar Partners, Inc., as Special Servicer and Wells Fargo Bank, N.A.,
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

                                       1
<PAGE>

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 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,


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

(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.

                                       2
<PAGE>

                                              Print Name of Transferor


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


                                              By:
                                                 -------------------------------
                                              Name:
                                              Title:






                                       3
<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.


                                       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





                                       2
<PAGE>

                                                                       EXHIBIT E

                       FORMS OF UCC-1 FINANCING STATEMENTS

                     EXHIBIT A TO UCC-1 FINANCING STATEMENT

         All right (including the power to convey title thereto), title and
interest of the Debtor in and to the following property, 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 April 1, 2004,
among the Debtor, as Depositor, GMAC Commercial Mortgage Corporation, as Master
Servicer, Lennar Partners, Inc., as Special Servicer and the Secured Party, as
Trustee*, with respect to Mortgage Pass-Through Certificates, Series 2004-C1
(the "Pooling and Servicing Agreement (Series 2004-C1)), including:

         (1) the Mortgage Loans (including all Replacement Mortgage Loans)
listed on the Mortgage Loan Schedule attached hereto;

         (2) all principal and interest received or receivable with respect to
the Mortgage Loans and the Replacement 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 and
the Distribution Account and all reinvestment earnings on such amounts, the
Excess Liquidation Proceeds Reserve Account, the Interest Reserve Account, the
REO Account, the Serviced Whole Loan Custodial Accounts, the Serviced Whole Loan
REO Accounts and the Serviced Companion Loan Distribution Accounts;

         (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 the
Mortgage Loans;

         (5) any and all general intangibles (as defined in the Uniform
Commercial Code) 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 2004-C1).

         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 (INCLUDING ALL REPLACEMENT 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

                                       1
<PAGE>

TO PERFECT THE SECURITY INTEREST OF THE SECURED PARTY*, WITH RESPECT TO THE
MORTGAGE LOANS, IN ANY MORTGAGE NOTE, 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 and Serviced Companion Loan Paying Agent pursuant to
the Pooling and Servicing Agreement (Series 2004-C1).



                                       2
<PAGE>

                                                                       EXHIBIT F

     METHODOLOGY TO NORMALIZE NET OPERATING INCOME AND DEBT SERVICE COVERAGE

GENERAL:

     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. These instructions should be in conjunction with the
          Master Coding Matrix.

     o    The operating income information collected from borrowers should be
          used to populate the NOI Adjustment Worksheet ("NOIWS") and the
          Operating Statement Analysis Report ("OSAR"). The OSAR and NOIWS
          templates vary by property type according to CMSA guidelines.

     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.

NOI Adjustment Worksheet (NOIWS)

     o    The NOIWS documents any adjustments made to the borrower's actual data
          by the analyst to determine normalized NOI and Net Cash flow ("NCF").
          This normalized NOI and NCF will flow through to the OSAR.

NORMALIZATION AND REPORTING OF FINANCIAL INFORMATION:

Revenues

Reporting:

     o    In the Income Section of the OSAR and NOIWS (excluding the template
          for Lodging), either both categories, Gross Potential Rent and Less:
          Vacancy and Collection should be used in combination together, or
          these two categories should be left blank If blank, then only Base
          Rent should be used by itself to show the net rent received (net of
          Vacancy and collection loss). The combination of Gross Potential Rent
          and Vacancy are preferred over Base Rent.

Normalization:

     o    Non-recurring extraordinary income should be excluded.

          o    For example, lease buyout or insurance proceeds (except rent
               related) should always be adjusted out of income. Income received
               for a period other than the

                                        1
<PAGE>

              year in question should be adjusted. If a material amount of past
              due rent for a prior year was paid and recorded in the current
              year, the servicer should back out this amount of income and
              footnote the action, unless such payment is consistently made on a
              year-to-year basis.

     o    Lease Termination Revenue

          o    Omit Lease Termination Penalty Income.

          o    Lease Termination Rental income should be included just for the
               period that is being analyzed.

          o    Lease Termination Rental income should only be included until the
               new tenant starts paying rent.

          o    When a tenant has vacated the premises but is still paying rent
               the space is considered "dark."

     o    Care should be used when reflecting percentage/overage rents to ensure
          that they relate to the appropriate period and that the numbers are
          supported by a trend in prior years or by tenant sales information.

     o    Interest Income should be adjusted out.

Expenses

     o    Real Estate Taxes:

          o    If GMACCM does not escrow, use the borrower's amount reported on
               the financial statement. If statement is for a quarterly analysis
               and the borrower has not reported a property tax amount then call
               the borrower to find out when the next tax payment is due and for
               how much. Adjust this amount to reflect the period being
               analyzed.

          o    If GMACCM escrows, property tax should reflect the annual amount
               paid to the taxing authority, excluding any delinquent taxes or
               credits from prior years.

          o    Verify with that the amount reported by the borrower is close to
               what we are escrowing for. If there is a huge variance the
               borrower will need to be contacted. For example, if the borrower
               reports on their statement "taxes", it may include payroll taxes,
               which will need to be incorporated into Payroll & Benefits
               Expense.

          o    The amount for Real Estate Taxes will be adjusted if the period
               under analysis is less than one year.

          o    Footnote, in detail, what method of calculating property taxes
               was used and why.

                                       2
<PAGE>

     o    Insurance:

          o    If GMACCM does not escrow for insurance, use the borrower's
               reported amount. Compare the amount reported by the borrower to
               the corresponding period last year. (If statement is for a
               quarterly analysis and the borrower has not reported an insurance
               amount then call the borrower to find out when the next insurance
               payment is due and for how much. Adjust this amount to reflect
               the period being analyzed.)

               o    If it is in-line or slightly higher, use the borrower's
                    amount.

               o    If it is substantially higher/lower contact the borrower for
                    clarification. If the analyst is confident normalizing the
                    borrower's figure based on historical information a footnote
                    must be made explaining the rational.

          o    If GMACCM escrows for insurance but the borrower does not report
               an insurance amount on their financial statement use the escrow
               amount.

          o    If GMACCM escrows for insurance and the borrower reports an
               insurance amount use the amount from the GMACCM servicing system
               if it is higher than the borrower's reported amount. If the
               amount reported by the borrower is higher use the borrower's
               amount because it may include additional policies that GMACCM
               does not escrow for. If the borrower's reported amount is
               substantially higher than what GMACCM escrows for, borrower
               contact may be required.

          o    Footnote, in detail, what method of calculating insurance was
               used and why.

     o    Management Fees:

          o    Management fee should not be less than underwriting (if
               available)

          o    If the borrower has reported a management fee and it is 3-5% of
               Effective Gross Income (EGI) use the reported amount. If that
               amount is between 5-10% of EGI normalize the figure to 5% of EGI.
               If the amount is greater than 10% of EGI contact the borrower to
               find out the reason. If the figure is less than 3% of EGI
               normalize the amount to 3% of EGI.

          o    If the borrower has not reported a management fee apply a
               management fee of 3% of EGI.

          o    Footnote all adjustments.

     o    Other Expenses:

          o    Remove any legal fees or consulting fees not pertaining directly
               to the routine operations of the property. (E.g. - Fees for
               closing the loan structure.)

                                       3
<PAGE>

          o    Corporate or entity level expenses should be adjusted out.

          o    Footnote all adjustments

Capital Items

     o    Actual major capital expenditures that were not expected should be
          reflected as Extraordinary Capital Expenditures on the NOIWS.
          Extraordinary Capital Expenditures should then be adjusted out of the
          normalized column and will therefore be reflected as zero on the OSAR.

     o    Capital Expenditures (Replacement Reserves):

          o    In general, Capital Items should be normalized to the values used
               for Underwriting unless trends over time (or the PSA) dictate
               otherwise. If there are significant variances from Underwriting,
               then the reasons for these variances should be footnoted.

          o    For the normalization of Capital Expenditures please follow the
               methodology below.

          o    If GMACCM escrows for Replacement Reserves use this amount. Check
               the Replacement Reserve history to verify the reserve amount that
               was paid each month. There is a possibility the reserve payment
               amount may have changed during the year. For some hospitality
               loans the replacement reserve escrow amount changes in April or
               May based on a percentage of the previous years Effective Gross
               Income.

               o    For newly originated loans: If a loan was acquired in July
                    2002 and the borrower submits a 9/30/2002 statement
                    consisting of nine months of information, the analyst should
                    introduce nine months of replacement reserve figures based
                    on the GMAC escrow amount.

          o    If GMACCM does not escrow, use the amount determined at
               Underwriting. The Capital Expenditure amount is a percentage of
               EGI. For example, if at UW replacement reserves were 5% of EGI,
               then utilize 5% of the current EGI for the capital expenditures
               for the current analysis.

               o    If GMACCM does not escrow and Underwriting is not available
                    then use the estimated value from the chart below. These
                    figures are per year.

          o    For Hospitality loans, use 4% of Effective Gross Income from the
               previous year-end's analysis. Below are some examples:

               o    For a year-end 2002 statement calculate 4% of year-end 2001
                    EGI.

                                       4
<PAGE>

               o    For a 1st quarter 2003 analysis calculate 4% of year-end
                    2002 EGI, and adjust the figure for 3 months. If the YE 2002
                    EGI was $300,000, then 4% is $12,000, and 3 months worth is
                    $3000. The 2nd quarter RR figure would be $6000.

          o    The amount for capital expenditures will be adjusted if the
               period under analysis is less than one year.

          o    Footnote, in detail, what method of calculating capital
               expenditures was used and why.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                                                  OFFICE/RETAIL     INDUSTRIAL (PER     MOBILE HOME
                              MULTIFAMILY (PER    (PER SQUARE       SQUARE FOOT/PER     PARKS (PER
CONSTRUCTED OR RENOVATED      UNITS/PER YEAR)     FOOT/PER YEAR)    YEAR)               PAD/PER YEAR)
-----------------------------------------------------------------------------------------------------
<S>                                       <C>              <C>                <C>                 <C>
24 or more years ago                      $300             $0.25              $0.20               $50
-----------------------------------------------------------------------------------------------------
14 to 23 years ago                        $250             $0.20              $0.15               $50
-----------------------------------------------------------------------------------------------------
4 to 13 years ago                         $200             $0.15              $0.10               $50
-----------------------------------------------------------------------------------------------------
0 to 3 years ago                          $150             $0.10              $0.05               $50
-----------------------------------------------------------------------------------------------------
</TABLE>

------------------------------------------
HEALTHCARE
------------------------------------------
Skilled Nursing             $300 per bed
------------------------------------------
Assisted Living             $300 per unit
------------------------------------------

     o    Tenant Improvements:

          o    If there are Tenant Improvements recorded on the borrower's
               statement use the borrower's amount.

          o    If GMACCM escrows for TI normalize TI to that amount

          o    If GMACCM does not escrow do not normalize the borrower's amount.
               The analysis should reflect the borrower's amount.

          o    The amount for Tenant Improvements will be adjusted if the period
               under analysis is less than one year.

          o    Footnote all adjustments.

                                       5
<PAGE>

     o    Leasing Commissions:

          o    Follow the same procedures as for Tenant Improvements.


     o    Debt Service Reserve - this should be omitted.

     o    Seasonality Reserve - this should be omitted.

     o    Ground Lease:

          o    If GMACCM escrows for Ground Leases use this amount and omit the
               amount if reported on the borrower's financial statement.

          o    If GMACCM does not escrow for Ground Leases use the amount if
               reported on the borrower's financial statement.

          o    The amount for Ground Leases will be adjusted if the period under
               analysis is less than one year.

          o    Footnote all adjustments.


Extraordinary Capital Expenditures

     o    The Extraordinary Capital Expenditures should always be adjusted to
          zero and specific details should be given in the comments.

Debt Service

     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.

Triple Net Leases (NNN)

     o    A Triple-Net Lease is one in which the tenant pays all operating
          expenses of the property and the landlord receives a net rent. These
          expenses include, but are not limited to; real estate taxes,
          utilities, insurance, and repairs. A Management Fee is not usually
          assumed at Underwriting because the borrower has to do very little
          management of the property. It is for this reason that Management Fees
          and Capital Expenditures (Replacement Reserves) should NOT be assumed
          when doing an analysis. Refer to the Underwriting if available to
          confirm that these expenses were not underwritten. If Underwriting is
          not available the DSCR should be closely examined. For example, if the
          DSCR works-out well in excess of 1.00 the loan documents/agreements
          should be reviewed, as the majority of Triple Net Lease DSCR's are
          around 1.02 through 1.10.

                                       6
<PAGE>

FOOTNOTE DISCLOSURE

     o    Investors are interested in both understanding the servicer's
          normalization process and the reason's behind any fluctuations in a
          property's performance. Thus, variances and footnotes are essential in
          assessing the performance of the underlying properties and should
          contain appropriate detail.

     o    Variances of greater than 10% (either higher or lower) between the
          current period and from the same period in the prior year for any DSCR
          MUST be explained in the footnotes.

     o    Variances of greater than 15% (either higher or lower) between the
          current period and the same period in the prior year MUST be explained
          in the footnotes for the following line items:

          o    Effective Gross Income
          o    Total Operating Expenses
          o    Total Capital Items

     o    Footnotes should be used whenever necessary to explain adjustments
          made to arrive at the normalized NOI and NCF. Any additional
          information pertaining to the operations of the property obtained from
          the borrower or other sources should be included in the financial
          statement notes.




                                       7
<PAGE>

                                                                       EXHIBIT G

                       FORM OF DISTRIBUTION DATE STATEMENT

                                 [See attached]









                                       1
<PAGE>

                                                                     EXHIBIT H-1

                         FORM OF INVESTOR CERTIFICATION

                                     [Date]



Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113

GMAC Commercial Mortgage Corporation
200 Witmer Road
Horsham, PA  19044

Attention:        Asset Backed Securities Trust Services Group,
                  GMAC Mortgage Pass-Through Certificates Series 2004-C1

         In accordance with Section 4.02 of the Pooling and Servicing Agreement,
dated as of April 1, 2004 (the "Agreement"), by and among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer, Lennar Partners, Inc., as Special Servicer (the "Special
Servicer") and Wells Fargo Bank, N.A., as Trustee (the "Trustee"), with respect
to the GMAC Commercial Mortgage Securities, Inc. Mortgage Pass-Through
Certificates, Series 2004-C1 (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] [Special 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.

         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

                                       1
<PAGE>

(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.





                                       2
<PAGE>

                                                       SCHEDULE I TO EXHIBIT H-1

                                   SCHEDULE TO
                         FORM OF INVESTOR CERTIFICATION





                                       3
<PAGE>

                                                                     EXHIBIT H-2

                        FORM OF CONFIDENTIALITY AGREEMENT

                                     [Date]

GMAC Commercial Mortgage Corporation
200 Witmer Road
Horsham, PA  19044

Lennar Partners, Inc.
1601 Washington Avenue
Suite 700
Miami Beach, FL  33139

Attention:     GMAC Commercial Mortgage Securities, Inc.,
               Commercial Mortgage Pass-Through Certificates Series 2004-C1

         Re:   Information regarding GMAC Commercial Mortgage Securities, Inc.,
               Commercial Mortgage Pass-Through Certificates Series 2004-C1

Ladies and Gentlemen:

         In connection with the GMAC Commercial Mortgage Securities, Inc.,
Commercial Mortgage Pass-Through Certificates Series 2004-C1 (the
"Certificates"), we acknowledge that we will be furnished by [GMAC Commercial
Mortgage Corporation, as Master Servicer,] [Lennar Partners, Inc., 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

                                       1
<PAGE>

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.

         Capitalized terms used but not defined herein shall have the meaning
assigned thereto in that certain Pooling and Servicing Agreement, dated as of
April 1, 2004, by and among GMAC Commercial Mortgage Securities, Inc. as
Depositor, GMAC Commercial Mortgage Corporation as Master Servicer, Lennar
Partners, Inc., as Special Servicer and Wells Fargo Bank, N.A., 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





                                       2
<PAGE>

                                                                       EXHIBIT I

                   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 "Master Servicer") under the Pooling and Servicing
         Agreement, dated as of April 1, 2004 (the "Pooling and Servicing
         Agreement"), among the GMAC Commercial Mortgage Securities, Inc., as
         Depositor, GMAC Commercial Mortgage Corporation, as Master Servicer,
         Lennar Partners, Inc., as Special Servicer and Wells Fargo Bank, N.A.,
         as Trustee.

Date:    _____________________, 20__.

Re:      GMAC Commercial Mortgage Securities, Inc.,
         Mortgage Pass-Through Certificates Series 2004-C1

         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 Master 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.

                                       1
<PAGE>

               (2) Certify that each of the following is true, subject to those
exceptions set forth with explanatory notes on Schedule I hereto, which
exceptions the Master 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 Master Servicer received an opinion of counsel (from
counsel approved by Master Servicer in accordance with the Servicing Standard)
that the defeasance will not result in an adverse REMIC Event.

                     e. The Master 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 Master 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.

                     f. The Master Servicer received a broker or similar
confirmation of the credit, or the accountant's letter described below contained
statements that it reviewed a

                                       2
<PAGE>

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 Master 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 Master Servicer received from the Mortgagor written
confirmation from a firm of independent certified public accountants, who were
approved by Master 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, (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 Master Servicer received opinions from counsel, who
were approved by Master 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").

                                       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, Master 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 Schedule II 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 Master Servicer
as part of the Master 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 Master
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 Schedule II to
you upon request.

         IN WITNESS WHEREOF, the Master Servicer has caused this Notice and
Certification to be executed as of the date captioned above.


                                            GMAC COMMERCIAL MORTGAGE
                                            CORPORATION


                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:



                                       4
<PAGE>

                                                         SCHEDULE I TO EXHIBIT I

                                   EXCEPTIONS






                                       5
<PAGE>

                                                        SCHEDULE II TO EXHIBIT I

           MATERIAL AGREEMENTS, INSTRUMENTS, ORGANIZATIONAL DOCUMENTS
                    AND OPINIONS OF COUNSEL AND ACCOUNTANTS







                                       6
<PAGE>

                                                                       EXHIBIT J

                        FORM OF INSURANCE SUMMARY REPORT


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                           INSURANCE COMPLIANT
                                                                                              WITH MORTGAGE             ADEQUATE
 MORTGAGE LOAN    MORTGAGE LOAN                  CURRENT LOAN                             DOCUMENTS-EXCLUDING           TERRORISM
    NUMBER           BORROWER       PROPERTY      BALANCE ($)      TERM OF INSURANCE     TERRORISM COVERAGE (Y/N)     COVERAGE (Y/N)
------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>            <C>            <C>             <C>                    <C>                          <C>


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



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

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

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

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

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

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

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

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

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

------------------------------------------------------------------------------------------------------------------------------------
(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>

                                                                 1
<PAGE>

                                                                       EXHIBIT K

                    FORM OF FIRST ANNIVERSARY RESERVE REPORT

   LOAN NUMBER    PROPERTY NAME     DEFERRED      OTHER INITIAL   COMMENTS
                                   MAINTENANCE       BALANCE















                                        1
<PAGE>

                                                                     EXHIBIT L-1

                   CLOSING MORTGAGE FILE REVIEW CERTIFICATION

                         CUSTODIAN INITIAL CERTIFICATION

                                 APRIL [ ], 2004

RE:  POOLING AND SERVICING AGREEMENT, DATED AS OF APRIL 1, 2004 AMONG GMAC
     COMMERCIAL MORTGAGE SECURITIES, INC., AS DEPOSITOR, GMAC COMMERCIAL
     MORTGAGE CORPORATION, AS MASTER SERVICER, LENNAR PARTNERS, INC., AS SPECIAL
     SERVICER, AND WELLS FARGO BANK, N.A., AS TRUSTEE.

     Ladies and Gentlemen:

     In accordance with Section 2.01(b) of the above-captioned Pooling and
     Servicing Agreement, subject to further review of the contents thereof, the
     undersigned, as Custodian, hereby certifies that (except as noted on the
     attachment hereto the "Loan Exception Report") it has received the
     documents referred to in Section 2.01 of the Pooling and Servicing
     Agreement with respect to each Mortgage Loan listed in the related Mortgage
     Loan Schedule and such documents appear to bear original signatures or
     copies of original signatures if the original documents have not yet been
     delivered.

     The Trustee has made no independent examination of any such documents
     beyond the review specifically required in the above-referenced Pooling and
     Servicing Agreement. Capitalized words and phrases used herein shall have
     the respective meanings assigned to them in the above-captioned Pooling and
     Servicing Agreement. This Certificate is subject in all respects to the
     terms of said Pooling and Servicing Agreement.




                                             Wells Fargo Bank, N.A. as Custodian



                                             -----------------------------------
                                             By:
                                             Title:






                                       1
<PAGE>

                                                                     EXHIBIT L-2

                              POST-CLOSING MORTGAGE
                            FILE REVIEW CERTIFICATION
                     FORM OF FINAL CERTIFICATION OF TRUSTEE

                                     [Date]

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 Certificate holders]   GMAC Commercial Holding Capital Corp.
                                          401 Manhattan Beach Boulevard, Suite B
                                          Manhattan Beach, California  90266

GMAC Commercial Mortgage Corporation      Morgan Stanley & Co. Incorporated,
200 Witmer Road                           1585 Broadway
Horsham, Pennsylvania  19044              New York, New York 10036

                                          Greenwich Capital Markets, Inc.
                                          600 Steamboat Road
                                          Greenwich, CT 06830

          RE:  POOLING AND SERVICING AGREEMENT, DATED AS OF APRIL 1, 2004
               ("POOLING AND SERVICING AGREEMENT"), RELATING TO GMAC COMMERCIAL
               MORTGAGE SECURITIES INC., MORTGAGE PASS-THROUGH CERTIFICATES,
               SERIES 2004-C1

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) and (12) (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.

                                       1
<PAGE>

         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.




                            [SIGNATURE PAGE FOLLOWS]














                                       2
<PAGE>


                                          WELLS FARGO BANK, N.A.
                                          as Trustee


                                          By:
                                             -----------------------------------
                                          Name:
                                          Title:





                                       3
<PAGE>

                                                                     EXHIBIT M-1

                            FORM OF CERTIFICATION TO
                           BE PROVIDED WITH FORM 10-K

                    GMAC Commercial Mortgage Securities, Inc.
          Commercial Mortgage Pass-Through Certificates, Series 2004-C1

I, [identify the certifying individual], certify that:

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 April 1, 2004 (the "Pooling
and Servicing Agreement"), among GMAC Commercial Mortgage Securities, Inc., as
depositor, GMAC Commercial Mortgage Corporation, as master servicer (the "Master
Servicer"), Lennar Partners, Inc., as special servicer (the "Special Servicer")
and Wells Fargo Bank, N.A., as trustee (the "Trustee");

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;

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 for inclusion in these reports is included in these reports;

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

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]




                                       1
<PAGE>

                                                                     EXHIBIT M-2

                            FORM OF CERTIFICATION TO
                            BE PROVIDED TO DEPOSITOR

                    GMAC Commercial Mortgage Securities, Inc.
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2004-C1

I, [identify the certifying individual], a ______________ of Wells Fargo Bank,
N.A., 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:

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 April 1, 2004 (the
"Pooling and Servicing Agreement"), among GMAC Commercial Mortgage Securities,
Inc., as depositor (the "Depositor"), GMAC Commercial Mortgage Corporation, as
master servicer (the "Master Servicer"), Lennar Partners, Inc., as special
servicer (the "Special Servicer") and Wells Fargo Bank, N.A., as trustee (the
"Trustee");

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;

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 for inclusion in these reports is included in these reports.

Date:
     --------------------

WELLS FARGO BANK, N.A.


-------------------------
[Signature]
[Title]



                                       1
<PAGE>

                                                                     EXHIBIT M-3

                            FORM OF CERTIFICATION TO
                            BE PROVIDED TO DEPOSITOR

                    GMAC Commercial Mortgage Securities, Inc.
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2004-C1

Re: ____________________________ as the [master servicer] [special servicer]
(the "Servicer"), with respect to ____________________________ Commercial
Mortgage Pass-Through Certificates, Series ______________, issued pursuant to
that certain Pooling and Servicing Agreement, dated as of ________________, 20
____ (the "Pooling and Servicing Agreement"), by and among ___________________,
as depositor, the Servicer, as master servicer, ___________________as special
servicer, and __________________, as trustee (the "Trustee").

         I, __________________________, a ____________________________ of the
Servicer, on behalf of the Servicer, certify to the Depositor and its officers,
directors and affiliates, and with the knowledge and intent that they will rely
upon this certification, that:

1. Based on our knowledge, with respect to the period ending December 31, 20__
(the "Relevant Period"), all required reportable information (the "Servicing
Reports") was materially complete and reviewed by the Servicer prior to its
submission for inclusion in the monthly reports issued by the Trustee under the
Pooling and Servicing Agreement and all required reports required to be
submitted by Servicer to Trustee pursuant to the Pooling and Servicing Agreement
(the "Servicer Reports") have been submitted by the Servicer to the Trustee;

2. Based on our knowledge, the information contained in the Servicer Reports,
taken as a whole, does not contain any untrue statement of a material facts 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 period ending December 31, 20___;

3. Based on our knowledge and the annual compliance review required under
Section 3.13 of the Pooling and Service Agreement, during the Relevant Period
the Servicer has fulfilled its obligations under the Pooling and Servicing
Agreement in all material respects, except as disclosed in the annual officer's
certificate required under such Section; and

4. The Servicer has disclosed to its certified public accountants all
significant deficiencies relating to the Servicer's compliance with the minimum
servicing standards and such deficiencies, if any, have been included in the
independent public accountants' report (the "Report"). The Report was created in
accordance with a review covering the Relevant Period in compliance with the
minimum servicing standards set forth in the Mortgage Bankers Association's
"Uniform Single Attestation Program" or similar standard as set forth in the
Pooling and Servicing Agreement.








                                       1
<PAGE>

                            [Continued on Next Page]






                                       2
<PAGE>

Capitalized terms used herein and not defined shall have the respective meanings
given to them in the Pooling and Servicing Agreement.

Date:
     -----------------------





[NAME OF [MASTER SERVICER] [SPECIAL SERVICER]]



By:
   ------------------------------------
   Name:
   Title:





                                       3
<PAGE>

                             MORTGAGE LOAN SCHEDULE

                                                                      SCHEDULE I

                             MORTGAGE LOAN SCHEDULE


<TABLE>
<CAPTION>

PROPERTY
NUMBER   LOAN NUMBER   SELLER  PROJECT NAME                                     PROPERTY ADDRESS
<S>      <C>           <C>     <C>                                              <C>
1        41837         GMACCM  Two Gateway Center                               283-299 Market Street
2        CROSSED       GACC    Fort Washington Executive Center (ROLLUP)        600-602 Office Center Drive
2        DBM19662      GACC    602 Fort Washington Executive Center             602 Office Center Drive
3        DBM19663      GACC    600 & 601 Fort Washington Executive Center       600 & 601 Office Center Drive
4        GA18944       GACC    AFR/Bank of America Portfolio                    Various
4        GA18944-1             Harrison Main                                    204 East Rush
4        GA18944-2             Camelback-Bank of America Ctr                    1825 East Buckeye Road
4        GA18944-3             Camelback Uptown                                 51 East Camelback Road
4        GA18944-4             Catalina-Bank of America Ctr                     1825 East Buckeye Road
4        GA18944-5             Maricopa-Bank of America Ctr                     1825 East Buckeye Road
4        GA18944-6             McDowell-Bank of America Ctr                     1825 East Buckeye Road
4        GA18944-7             Mesa Main                                        63 West Main Street
4        GA18944-8             South Mountain-Bank of America                   1825 East Buckeye Road
4        GA18944-9             Auburn                                           900 High Street
4        GA18944-10            Bixby-Atlantic                                   3804 Atlantic Avenue
4        GA18944-11            Calwa                                            2611 South Cedar Avenue
4        GA18944-12            Cedar & Shields                                  3435 North Cedar Avenue
4        GA18944-13            Coronado Branch                                  1199 Orange Avenue
4        GA18944-14            East Bakersfield Office                          1201 Baker Street
4        GA18944-15            East Compton Branch                              518 South Long Beach Boulevard
4        GA18944-16            Ellinwood Center #300                            300 Ellinwood Way
4        GA18944-17            Ellinwood Center #400                            400 Ellinwood Way
4        GA18944-18            Ellinwood Center #500                            500 Ellinwood Way
4        GA18944-19            El Segundo                                       835 North Sepulveda Boulevard
4        GA18944-20            Escondido Main Office                            220 South Escondido Boulevard
4        GA18944-21            Fresno Proof/Vault                               2111 Tuolumne Street
4        GA18944-22            Gardena Main                                     1450 West Redondo Beach Boulevard
4        GA18944-23            Glendale Main                                    345 North Brand Boulevard
4        GA18944-24            Inglewood Main Office                            330 East Manchester Boulevard
4        GA18944-25            Inland Empire Cash Vault                         1275 South Dupont Avenue
4        GA18944-26            Irvine Industrial                                4101 MacArthur Boulevard
4        GA18944-27            La Jolla Main                                    7680 Girard Avenue
4        GA18944-28            Lake & Colorado Br                               880 East Colorado Boulevard
4        GA18944-29            Lincoln Heights Branch                           2400 North Broadway
4        GA18944-30            Long Beach Financial                             150 Long Beach Boulevard
4        GA18944-31            Lynwood Branch                                   3505 East Imperial Highway
4        GA18944-32            North Hollywood                                  5025 Lankershim Boulevard
4        GA18944-33            North Sacramento Branch                          1830 Del Paso Boulevard
4        GA18944-34            Oak Park Branch                                  3810 Broadway
4        GA18944-35            Palmdale Branch                                  839 East Palmdale Boulevard
4        GA18944-36            Pico-Vermont Branch                              1232 South Vermont Avenue
4        GA18944-37            Pomona Main                                      444 South Garey Avenue
4        GA18944-38            Red Bluff Branch                                 955 Main Street
4        GA18944-39            Redding Main Branch                              1661 East Street
4        GA18944-40            Riverside Main                                   3650 14th Street
4        GA18944-41            Salinas Main Branch                              405 Main Street
4        GA18944-42            San Bernadino Main                               303 North D Street
4        GA18944-43            Santa Barbara                                    834 State Street
4        GA18944-44            Santa Maria Branch                               300 Town Center East
4        GA18944-45            Sepulveda-Devonshire BR                          10300-10306 Sepulveda Boulevard
4        GA18944-46            Stockdale                                        5021 California Avenue
4        GA18944-47            Stockton Main Office                             110 East Weber Street
4        GA18944-48            Sunnyvale Main Branch                            444 South Mathilda Avenue
4        GA18944-49            Torrance Sartori                                 1255 Sartori Avenue
4        GA18944-50            Van Ness & Market                                One South Van Ness Boulevard
4        GA18944-51            Ventura Main Office                              1130 South Victoria
4        GA18944-52            Whittier Office                                  7255 South Greenleaf Avenue
4        GA18944-53            Willow-Daisy Branch                              600 West Willow Street
4        GA18944-54            Yuba City Branch                                 1100 Butte House Road
4        GA18944-55            Century Park                                     1000 Century Park Road
4        GA18944-56            Clermont                                         690 East Highway 50
4        GA18944-57            Cordova                                          5061 Bayou Boulevard
4        GA18944-58            Downtown Palmetto                                700 8th Avenue West
4        GA18944-59            Gulf to Bay                                      1640 Gulf to Bay Boulevard
4        GA18944-60            Hallandale Beach                                 801 East Hallandale Boulevard
4        GA18944-61            Hollywood/Tyler                                  1900 Tyler Street
4        GA18944-62            Jacksonville Ops CTR/#100                        9000 Southside Boulevard
4        GA18944-63            Jacksonville Ops CTR/#200                        9000 Southside Boulevard
4        GA18944-64            Jacksonville Ops CTR/#300                        9000 Southside Boulevard
4        GA18944-65            Jacksonville Ops CTR/#400                        9000 Southside Boulevard
4        GA18944-66            Jacksonville Ops CTR/#500                        9000 Southside Boulevard
4        GA18944-67            Jacksonville Ops CTR/#600                        9000 Southside Boulevard
4        GA18944-68            Jacksonville Ops CTR/#700                        9000 Southside Boulevard
4        GA18944-69            Jacksonville Ops Ctr/School                      9000 Southside Boulevard
4        GA18944-70            Jacksonville Ops CTR/Daycare                     9000 Southside Boulevard
4        GA18944-71            Lighthouse Point                                 2850 North Federal Hwy
4        GA18944-72            Mendham Operations Center                        707 Mendham Boulevard
4        GA18944-73            Miami Lakes Operation CTR                        5875 NW 163rd Street
4        GA18944-75            North Hialeah                                    1 East 49th Street
4        GA18944-76            Ocala Downtown                                   35 SE 1st Avenue
4        GA18944-77            Plaza                                            900 South Federal Highway
4        GA18944-78            Port Charlotte                                   21175 Olean Boulevard

<CAPTION>

PROPERTY                                                                                                      ZIP      ORIGINAL
NUMBER   LOAN NUMBER   SELLER  PROJECT NAME                                     CITY             STATE        CODE     BALANCE
<S>      <C>           <C>     <C>                                              <C>              <C>          <C>      <C>
1        41837         GMACCM  Two Gateway Center                               Newark           New Jersey    07102   50,000,000
2        CROSSED       GACC    Fort Washington Executive Center (ROLLUP)        Ft. Washington   Pennsylvania  00000   49,000,000
2        DBM19662      GACC    602 Fort Washington Executive Center             Ft. Washington   Pennsylvania  19034   15,700,000
3        DBM19663      GACC    600 & 601 Fort Washington Executive Center       Ft. Washington   Pennsylvania  19034   33,300,000
4        GA18944       GACC    AFR/Bank of America Portfolio                    Various          Various      Various  40,000,000
4        GA18944-1             Harrison Main                                    Harrison         Arkansas      72601
4        GA18944-2             Camelback-Bank of America Ctr                    Phoenix          Arizona       85034
4        GA18944-3             Camelback Uptown                                 Phoenix          Arizona       85012
4        GA18944-4             Catalina-Bank of America Ctr                     Phoenix          Arizona       85034
4        GA18944-5             Maricopa-Bank of America Ctr                     Phoenix          Arizona       85034
4        GA18944-6             McDowell-Bank of America Ctr                     Phoenix          Arizona       85034
4        GA18944-7             Mesa Main                                        Mesa             Arizona       85201
4        GA18944-8             South Mountain-Bank of America                   Phoenix          Arizona       85034
4        GA18944-9             Auburn                                           Auburn           California    95603
4        GA18944-10            Bixby-Atlantic                                   Long Beach       California    90807
4        GA18944-11            Calwa                                            Fresno           California    93725
4        GA18944-12            Cedar & Shields                                  Fresno           California    93726
4        GA18944-13            Coronado Branch                                  Coronado         California    92118
4        GA18944-14            East Bakersfield Office                          Bakersfield      California    93305
4        GA18944-15            East Compton Branch                              Compton          California    90221
4        GA18944-16            Ellinwood Center #300                            Pleasant Hill    California    94523
4        GA18944-17            Ellinwood Center #400                            Pleasant Hill    California    94523
4        GA18944-18            Ellinwood Center #500                            Pleasant Hill    California    94523
4        GA18944-19            El Segundo                                       El Segundo       California    90245
4        GA18944-20            Escondido Main Office                            Escondido        California    92025
4        GA18944-21            Fresno Proof/Vault                               Fresno           California    93721
4        GA18944-22            Gardena Main                                     Gardena          California    90247
4        GA18944-23            Glendale Main                                    Glendale         California    91203
4        GA18944-24            Inglewood Main Office                            Inglewood        California    90301
4        GA18944-25            Inland Empire Cash Vault                         Ontario          California    91761
4        GA18944-26            Irvine Industrial                                Newport Beach    California    92660
4        GA18944-27            La Jolla Main                                    La Jolla         California    92037
4        GA18944-28            Lake & Colorado Br                               Pasadena         California    91106
4        GA18944-29            Lincoln Heights Branch                           Los Angeles      California    90031
4        GA18944-30            Long Beach Financial                             Long Beach       California    90802
4        GA18944-31            Lynwood Branch                                   Lynwood          California    90262
4        GA18944-32            North Hollywood                                  North Hollywood  California    91601
4        GA18944-33            North Sacramento Branch                          Sacramento       California    95815
4        GA18944-34            Oak Park Branch                                  Sacramento       California    95817
4        GA18944-35            Palmdale Branch                                  Palmdale         California    93550
4        GA18944-36            Pico-Vermont Branch                              Los Angeles      California    90006
4        GA18944-37            Pomona Main                                      Pomona           California    91766
4        GA18944-38            Red Bluff Branch                                 Red Bluff        California    96080
4        GA18944-39            Redding Main Branch                              Redding          California    96001
4        GA18944-40            Riverside Main                                   Riverside        California    92501
4        GA18944-41            Salinas Main Branch                              Salinas          California    93901
4        GA18944-42            San Bernadino Main                               San Bernardino   California    92418
4        GA18944-43            Santa Barbara                                    Santa Barbara    California    93101
4        GA18944-44            Santa Maria Branch                               Santa Maria      California    93454
4        GA18944-45            Sepulveda-Devonshire BR                          Mission Hills    California    91345
4        GA18944-46            Stockdale                                        Bakersfield      California    93309
4        GA18944-47            Stockton Main Office                             Stockton         California    95202
4        GA18944-48            Sunnyvale Main Branch                            Sunnyvale        California    94086
4        GA18944-49            Torrance Sartori                                 Torrance         California    90501
4        GA18944-50            Van Ness & Market                                San Francisco    California    94103
4        GA18944-51            Ventura Main Office                              Ventura          California    93003
4        GA18944-52            Whittier Office                                  Whittier         California    90602
4        GA18944-53            Willow-Daisy Branch                              Long Beach       California    90806
4        GA18944-54            Yuba City Branch                                 Yuba City        California    95991
4        GA18944-55            Century Park                                     Tampa            Florida       33607
4        GA18944-56            Clermont                                         Clermont         Florida       34711
4        GA18944-57            Cordova                                          Pensacola        Florida       32503
4        GA18944-58            Downtown Palmetto                                Palmetto         Florida       34221
4        GA18944-59            Gulf to Bay                                      Clearwater       Florida       33755
4        GA18944-60            Hallandale Beach                                 Hallandale       Florida       33009
4        GA18944-61            Hollywood/Tyler                                  Hollywood        Florida       33020
4        GA18944-62            Jacksonville Ops CTR/#100                        Jacksonville     Florida       32256
4        GA18944-63            Jacksonville Ops CTR/#200                        Jacksonville     Florida       32256
4        GA18944-64            Jacksonville Ops CTR/#300                        Jacksonville     Florida       32256
4        GA18944-65            Jacksonville Ops CTR/#400                        Jacksonville     Florida       32256
4        GA18944-66            Jacksonville Ops CTR/#500                        Jacksonville     Florida       32256
4        GA18944-67            Jacksonville Ops CTR/#600                        Jacksonville     Florida       32256
4        GA18944-68            Jacksonville Ops CTR/#700                        Jacksonville     Florida       32256
4        GA18944-69            Jacksonville Ops Ctr/School                      Jacksonville     Florida       32256
4        GA18944-70            Jacksonville Ops CTR/Daycare                     Jacksonville     Florida       32256
4        GA18944-71            Lighthouse Point                                 Lighthouse Point Florida       33064
4        GA18944-72            Mendham Operations Center                        Orlando          Florida       32825
4        GA18944-73            Miami Lakes Operation CTR                        Miami Lakes      Florida       33014
4        GA18944-75            North Hialeah                                    Hialeah          Florida       33013
4        GA18944-76            Ocala Downtown                                   Ocala            Florida       34471
4        GA18944-77            Plaza                                            Stuart           Florida       34994
4        GA18944-78            Port Charlotte                                   Port Charlotte   Florida       33952


<CAPTION>

                                                                                            CUT-OFF
PROPERTY                                                                        CUT-OFF     BALANCE     LOAN   MATURITY  INTEREST
NUMBER   LOAN NUMBER   SELLER  PROJECT NAME                                     BALANCE     ALLOCATION  TYPE   DATE      RATE
<S>      <C>           <C>     <C>                                              <C>         <C>         <C>    <C>       <C>
1        41837         GMACCM  Two Gateway Center                               49,956,233  49,956,233  Fixed  3/1/2014  5.790
2        CROSSED       GACC    Fort Washington Executive Center (ROLLUP)        48,954,990              Fixed
2        DBM19662      GACC    602 Fort Washington Executive Center             15,685,578  15,685,578  Fixed  3/1/2014  5.600
3        DBM19663      GACC    600 & 601 Fort Washington Executive Center       33,269,412  33,269,412  Fixed  3/1/2014  5.600
4        GA18944       GACC    AFR/Bank of America Portfolio                    39,921,847              Fixed  12/1/2013 5.489
4        GA18944-1             Harrison Main                                                    42,426
4        GA18944-2             Camelback-Bank of America Ctr                                   280,141
4        GA18944-3             Camelback Uptown
4        GA18944-4             Catalina-Bank of America Ctr                                    792,567
4        GA18944-5             Maricopa-Bank of America Ctr                                    282,476
4        GA18944-6             McDowell-Bank of America Ctr                                    280,141
4        GA18944-7             Mesa Main                                                       105,053
4        GA18944-8             South Mountain-Bank of America                                  754,339
4        GA18944-9             Auburn                                                          105,053
4        GA18944-10            Bixby-Atlantic                                                   64,199
4        GA18944-11            Calwa                                                            66,534
4        GA18944-12            Cedar & Shields                                                  79,373
4        GA18944-13            Coronado Branch                                                 227,615
4        GA18944-14            East Bakersfield Office                                          81,708
4        GA18944-15            East Compton Branch                                              46,690
4        GA18944-16            Ellinwood Center #300                                           331,501
4        GA18944-17            Ellinwood Center #400                                           329,166
4        GA18944-18            Ellinwood Center #500                                           252,768
4        GA18944-19            El Segundo                                                       91,630
4        GA18944-20            Escondido Main Office                                           128,398
4        GA18944-21            Fresno Proof/Vault                                              120,227
4        GA18944-22            Gardena Main                                                    161,081
4        GA18944-23            Glendale Main                                                   350,177
4        GA18944-24            Inglewood Main Office                                           155,245
4        GA18944-25            Inland Empire Cash Vault                                        268,469
4        GA18944-26            Irvine Industrial                                               163,416
4        GA18944-27            La Jolla Main                                                   218,828
4        GA18944-28            Lake & Colorado Br                                              256,796
4        GA18944-29            Lincoln Heights Branch                                           64,199
4        GA18944-30            Long Beach Financial                                            303,487
4        GA18944-31            Lynwood Branch                                                   58,946
4        GA18944-32            North Hollywood                                                 136,569
4        GA18944-33            North Sacramento Branch                                          81,708
4        GA18944-34            Oak Park Branch                                                  64,199
4        GA18944-35            Palmdale Branch                                                  58,363
4        GA18944-36            Pico-Vermont Branch                                              40,270
4        GA18944-37            Pomona Main                                                     256,796
4        GA18944-38            Red Bluff Branch                                                    -
4        GA18944-39            Redding Main Branch                                             204,270
4        GA18944-40            Riverside Main                                                  227,615
4        GA18944-41            Salinas Main Branch                                             122,562
4        GA18944-42            San Bernadino Main                                              128,398
4        GA18944-43            Santa Barbara                                                   189,679
4        GA18944-44            Santa Maria Branch                                              124,313
4        GA18944-45            Sepulveda-Devonshire BR                                          79,373
4        GA18944-46            Stockdale                                                        75,872
4        GA18944-47            Stockton Main Office                                            274,305
4        GA18944-48            Sunnyvale Main Branch                                           233,451
4        GA18944-49            Torrance Sartori                                                131,900
4        GA18944-50            Van Ness & Market                                             3,170,767
4        GA18944-51            Ventura Main Office                                              82,292
4        GA18944-52            Whittier Office                                                 215,942
4        GA18944-53            Willow-Daisy Branch                                              52,527
4        GA18944-54            Yuba City Branch                                                112,348
4        GA18944-55            Century Park                                                    466,902
4        GA18944-56            Clermont                                                         20,427
4        GA18944-57            Cordova                                                         119,060
4        GA18944-58            Downtown Palmetto                                                42,313
4        GA18944-59            Gulf to Bay                                                      99,217
4        GA18944-60            Hallandale Beach                                                210,106
4        GA18944-61            Hollywood/Tyler                                                      -
4        GA18944-62            Jacksonville Ops CTR/#100                                     1,406,544
4        GA18944-63            Jacksonville Ops CTR/#200                                       770,389
4        GA18944-64            Jacksonville Ops CTR/#300                                       729,535
4        GA18944-65            Jacksonville Ops CTR/#400                                     1,138,075
4        GA18944-66            Jacksonville Ops CTR/#500                                       752,880
4        GA18944-67            Jacksonville Ops CTR/#600                                     1,902,628
4        GA18944-68            Jacksonville Ops CTR/#700                                       764,553
4        GA18944-69            Jacksonville Ops Ctr/School                                     151,743
4        GA18944-70            Jacksonville Ops CTR/Daycare                                    148,825
4        GA18944-71            Lighthouse Point                                                137,153
4        GA18944-72            Mendham Operations Center                                       379,358
4        GA18944-73            Miami Lakes Operation CTR                                       669,880
4        GA18944-75            North Hialeah                                                    52,527
4        GA18944-76            Ocala Downtown                                                  110,889
4        GA18944-77            Plaza                                                           180,925
4        GA18944-78            Port Charlotte                                                   72,954


<CAPTION>

                                                                                DAY
PROPERTY                                                                        PAYMENT  MONTHLY       PREPAYMENT
NUMBER   LOAN NUMBER   SELLER  PROJECT NAME                                     DUE      PAYMENT  ARD  PROVISION
<S>      <C>           <C>     <C>                                              <C>         <C>   <C>  <C>
1        41837         GMACCM  Two Gateway Center                               1        293,058       Lock/25_Defeasance/91_0%/4
2        CROSSED       GACC    Fort Washington Executive Center (ROLLUP)                 281,299
2        DBM19662      GACC    602 Fort Washington Executive Center             1         90,130       Lock/25_Defeasance/91_0%/4
3        DBM19663      GACC    600 & 601 Fort Washington Executive Center       1        191,168       Lock/25_Defeasance/91_0%/4
4        GA18944       GACC    AFR/Bank of America Portfolio                    1        235,314       Lock/24_Defeasance/91_0%/5
4        GA18944-1             Harrison Main
4        GA18944-2             Camelback-Bank of America Ctr
4        GA18944-3             Camelback Uptown
4        GA18944-4             Catalina-Bank of America Ctr
4        GA18944-5             Maricopa-Bank of America Ctr
4        GA18944-6             McDowell-Bank of America Ctr
4        GA18944-7             Mesa Main
4        GA18944-8             South Mountain-Bank of America
4        GA18944-9             Auburn
4        GA18944-10            Bixby-Atlantic
4        GA18944-11            Calwa
4        GA18944-12            Cedar & Shields
4        GA18944-13            Coronado Branch
4        GA18944-14            East Bakersfield Office
4        GA18944-15            East Compton Branch
4        GA18944-16            Ellinwood Center #300
4        GA18944-17            Ellinwood Center #400
4        GA18944-18            Ellinwood Center #500
4        GA18944-19            El Segundo
4        GA18944-20            Escondido Main Office
4        GA18944-21            Fresno Proof/Vault
4        GA18944-22            Gardena Main
4        GA18944-23            Glendale Main
4        GA18944-24            Inglewood Main Office
4        GA18944-25            Inland Empire Cash Vault
4        GA18944-26            Irvine Industrial
4        GA18944-27            La Jolla Main
4        GA18944-28            Lake & Colorado Br
4        GA18944-29            Lincoln Heights Branch
4        GA18944-30            Long Beach Financial
4        GA18944-31            Lynwood Branch
4        GA18944-32            North Hollywood
4        GA18944-33            North Sacramento Branch
4        GA18944-34            Oak Park Branch
4        GA18944-35            Palmdale Branch
4        GA18944-36            Pico-Vermont Branch
4        GA18944-37            Pomona Main
4        GA18944-38            Red Bluff Branch
4        GA18944-39            Redding Main Branch
4        GA18944-40            Riverside Main
4        GA18944-41            Salinas Main Branch
4        GA18944-42            San Bernadino Main
4        GA18944-43            Santa Barbara
4        GA18944-44            Santa Maria Branch
4        GA18944-45            Sepulveda-Devonshire BR
4        GA18944-46            Stockdale
4        GA18944-47            Stockton Main Office
4        GA18944-48            Sunnyvale Main Branch
4        GA18944-49            Torrance Sartori
4        GA18944-50            Van Ness & Market
4        GA18944-51            Ventura Main Office
4        GA18944-52            Whittier Office
4        GA18944-53            Willow-Daisy Branch
4        GA18944-54            Yuba City Branch
4        GA18944-55            Century Park
4        GA18944-56            Clermont
4        GA18944-57            Cordova
4        GA18944-58            Downtown Palmetto
4        GA18944-59            Gulf to Bay
4        GA18944-60            Hallandale Beach
4        GA18944-61            Hollywood/Tyler
4        GA18944-62            Jacksonville Ops CTR/#100
4        GA18944-63            Jacksonville Ops CTR/#200
4        GA18944-64            Jacksonville Ops CTR/#300
4        GA18944-65            Jacksonville Ops CTR/#400
4        GA18944-66            Jacksonville Ops CTR/#500
4        GA18944-67            Jacksonville Ops CTR/#600
4        GA18944-68            Jacksonville Ops CTR/#700
4        GA18944-69            Jacksonville Ops Ctr/School
4        GA18944-70            Jacksonville Ops CTR/Daycare
4        GA18944-71            Lighthouse Point
4        GA18944-72            Mendham Operations Center
4        GA18944-73            Miami Lakes Operation CTR
4        GA18944-75            North Hialeah
4        GA18944-76            Ocala Downtown
4        GA18944-77            Plaza
4        GA18944-78            Port Charlotte

<CAPTION>

                                                                                CREDIT                   GROUND
PROPERTY                                                                        LEASE  SERVICING  CROSS  LEASE  REMAINING  LETTER
NUMBER   LOAN NUMBER   SELLER  PROJECT NAME                                     LOAN   FEE %      COLL   FLAG   TERM       OF CREDIT
<S>      <C>           <C>     <C>                                              <C>    <C>        <C>    <C>    <C>        <C>
1        41837         GMACCM  Two Gateway Center                               No     0.1284     No     No     119        No
2        CROSSED       GACC    Fort Washington Executive Center (ROLLUP)        No                Yes    No
2        DBM19662      GACC    602 Fort Washington Executive Center             No     0.0334     Yes    No     119        Yes
3        DBM19663      GACC    600 & 601 Fort Washington Executive Center       No     0.0334     Yes    No     119        No
4        GA18944       GACC    AFR/Bank of America Portfolio                    No     0.0334     No     Yes    116        No
4        GA18944-1             Harrison Main                                                             Yes
4        GA18944-2             Camelback-Bank of America Ctr                                             Yes
4        GA18944-3             Camelback Uptown                                                          Yes
4        GA18944-4             Catalina-Bank of America Ctr                                              Yes
4        GA18944-5             Maricopa-Bank of America Ctr                                              Yes
4        GA18944-6             McDowell-Bank of America Ctr                                              Yes
4        GA18944-7             Mesa Main                                                                 No
4        GA18944-8             South Mountain-Bank of America                                            Yes
4        GA18944-9             Auburn                                                                    No
4        GA18944-10            Bixby-Atlantic                                                            No
4        GA18944-11            Calwa                                                                     No
4        GA18944-12            Cedar & Shields                                                           No
4        GA18944-13            Coronado Branch                                                           No
4        GA18944-14            East Bakersfield Office                                                   No
4        GA18944-15            East Compton Branch                                                       No
4        GA18944-16            Ellinwood Center #300                                                     No
4        GA18944-17            Ellinwood Center #400                                                     No
4        GA18944-18            Ellinwood Center #500                                                     No
4        GA18944-19            El Segundo                                                                No
4        GA18944-20            Escondido Main Office                                                     No
4        GA18944-21            Fresno Proof/Vault                                                        No
4        GA18944-22            Gardena Main                                                              No
4        GA18944-23            Glendale Main                                                             No
4        GA18944-24            Inglewood Main Office                                                     No
4        GA18944-25            Inland Empire Cash Vault                                                  No
4        GA18944-26            Irvine Industrial                                                         No
4        GA18944-27            La Jolla Main                                                             Yes
4        GA18944-28            Lake & Colorado Br                                                        No
4        GA18944-29            Lincoln Heights Branch                                                    No
4        GA18944-30            Long Beach Financial                                                      No
4        GA18944-31            Lynwood Branch                                                            No
4        GA18944-32            North Hollywood                                                           No
4        GA18944-33            North Sacramento Branch                                                   No
4        GA18944-34            Oak Park Branch                                                           No
4        GA18944-35            Palmdale Branch                                                           No
4        GA18944-36            Pico-Vermont Branch                                                       No
4        GA18944-37            Pomona Main                                                               No
4        GA18944-38            Red Bluff Branch                                                          No
4        GA18944-39            Redding Main Branch                                                       No
4        GA18944-40            Riverside Main                                                            No
4        GA18944-41            Salinas Main Branch                                                       No
4        GA18944-42            San Bernadino Main                                                        No
4        GA18944-43            Santa Barbara                                                             No
4        GA18944-44            Santa Maria Branch                                                        No
4        GA18944-45            Sepulveda-Devonshire BR                                                   No
4        GA18944-46            Stockdale                                                                 No
4        GA18944-47            Stockton Main Office                                                      No
4        GA18944-48            Sunnyvale Main Branch                                                     No
4        GA18944-49            Torrance Sartori                                                          No
4        GA18944-50            Van Ness & Market                                                         No
4        GA18944-51            Ventura Main Office                                                       No
4        GA18944-52            Whittier Office                                                           No
4        GA18944-53            Willow-Daisy Branch                                                       No
4        GA18944-54            Yuba City Branch                                                          No
4        GA18944-55            Century Park                                                              No
4        GA18944-56            Clermont                                                                  Yes
4        GA18944-57            Cordova                                                                   No
4        GA18944-58            Downtown Palmetto                                                         No
4        GA18944-59            Gulf to Bay                                                               No
4        GA18944-60            Hallandale Beach                                                          No
4        GA18944-61            Hollywood/Tyler                                                           Yes
4        GA18944-62            Jacksonville Ops CTR/#100                                                 No
4        GA18944-63            Jacksonville Ops CTR/#200                                                 No
4        GA18944-64            Jacksonville Ops CTR/#300                                                 No
4        GA18944-65            Jacksonville Ops CTR/#400                                                 No
4        GA18944-66            Jacksonville Ops CTR/#500                                                 No
4        GA18944-67            Jacksonville Ops CTR/#600                                                 No
4        GA18944-68            Jacksonville Ops CTR/#700                                                 No
4        GA18944-69            Jacksonville Ops Ctr/School                                               No
4        GA18944-70            Jacksonville Ops CTR/Daycare                                              No
4        GA18944-71            Lighthouse Point                                                          No
4        GA18944-72            Mendham Operations Center                                                 No
4        GA18944-73            Miami Lakes Operation CTR                                                 No
4        GA18944-75            North Hialeah                                                             No
4        GA18944-76            Ocala Downtown                                                            No
4        GA18944-77            Plaza                                                                     No
4        GA18944-78            Port Charlotte                                                            No


</TABLE>


<PAGE>


<TABLE>
<CAPTION>




PROPERTY
NUMBER   LOAN NUMBER   SELLER  PROJECT NAME                                     PROPERTY ADDRESS
<S>      <C>           <C>     <C>                                              <C>
 4       GA18944-79            Ridgewood                                        231 South Ridgewood Drive
 4       GA18944-80            San Jose                                         3535 University Boulevard West
 4       GA18944-81            South Region TPC                                 17100 N.W. 59th Avenue
 4       GA18944-82            Westshore Mall                                   100 North Westshore Boulevard
 4       GA18944-83            Williams Islands                                 18305 Biscayne Boulevard
 4       GA18944-84            Winter Park                                      750 South Orlando Avenue
 4       GA18944-85            Albany Main Office                               128 South Washington Street
 4       GA18944-86            Bull Street                                      22 Bull Street
 4       GA18944-87            Cartersville Main                                102 East Main Street
 4       GA18944-88            Moultrie Main                                    300 South Main Street
 4       GA18944-89            Valdosta Main                                    106 South Patterson Street
 4       GA18944-90            Winder (BS)                                      102 North Broad Street
 4       GA18944-91            Coeur D'alene BDLG/BR                            401 Front Street
 4       GA18944-92            Bank of America Center                           231 South LaSalle Street
 4       GA18944-93            Mission Facility                                 9500 Mission Road
 4       GA18944-94            Penn Street Facility                             501 Pennsylvania Avenue
 4       GA18944-95            Annapolis Church Circle-BAL                      10 Church Circle
 4       GA18944-96            Highlandtown-BAL                                 3415/17 Eastern Avenue
 4       GA18944-97            Columbia Facility                                800 Cherry Street
 4       GA18944-98            Concord Village                                  5353 S. Lindbergh Boulevard
 4       GA18944-99            Downtown Facility                                210 West 8th Street
 4       GA18944-100           Florissant Facility                              880 Rue Street Francois
 4       GA18944-101           Hampton-Main Facility                            4301 and 4400 Hampton Avenue
 4       GA18944-102           Independence Square                              129 West Lexington
 4       GA18944-103           Lexington Facility                               1016 Main Street
 4       GA18944-104           Mexico Facility                                  222 South Jefferson
 4       GA18944-105           Oak Trafficway Facility                          8320 North Oak Trafficway
 4       GA18944-106           Richland Facility                                112 McClurg
 4       GA18944-107           South Glenstone Facility                         2940 South Glenstone
 4       GA18944-108           West Sunshine Facility                           710 West Sunshine
 4       GA18944-109           William Street Facility                          2001 William Street
 4       GA18944-110           525 N Tryon-Odell Building                       525 North Tryon Street
 4       GA18944-111           Albuquerque Operations Center                    725 6th Street NW
 4       GA18944-112           East Central Facility                            4401 Central Avenue NE
 4       GA18944-113           Henderson                                        107 Water Street
 4       GA18944-114           Paradise Valley                                  1077 East Sahara Avenue
 4       GA18944-115           Admiral                                          5950 East Admiral Place
 4       GA18944-116           Muskogee Main Facility                           230 West Broadway
 4       GA18944-117           Aiken Main Office                                167 Laurens Street
 4       GA18944-118           Murfreesboro Main Office                         120 East Main Street
 4       GA18944-119           Aransas Pass (CCNB)                              221 South Commercial
 4       GA18944-120           Brownwood                                        One Center Avenue
 4       GA18944-121           Carrollton                                       1101 South Josey Lane
 4       GA18944-122           Dalhart Banking Center                           323 Denver Avenue
 4       GA18944-123           Denison                                          300 West Main Street
 4       GA18944-124           Dumas Banking Center                             501 Bliss Avenue
 4       GA18944-125           Fort Sam Houston                                 1422 East Grayson Street
 4       GA18944-126           Fort Worth East                                  5651 East Lancaster Avenue
 4       GA18944-127           Greenspoint                                      12400 Interstate 45 North
 4       GA18944-128           Mission                                          1101 North Conway
 4       GA18944-129           Mount Pleasant                                   302 North Jefferson Avenue
 4       GA18944-130           South Austin                                     2501 South Congress
 4       GA18944-131           Waco                                             514 Austin Avenue
 4       GA18944-132           Charlottesville                                  300 East Main Street
 4       GA18944-133           Lynchburg                                        801 Main Street
 4       GA18944-134           Norton-7th Street                                702 Park Avenue NW
 4       GA18944-135           Old Hampton                                      1 West Queens Way
 4       GA18944-136           Roanoke                                          302 South Jefferson Street, SE
 4       GA18944-137           South Boston                                     606 Broad Street
 4       GA18944-138           Aberdeen Bldg/BR                                 101 East Market Street
 4       GA18944-139           Bank of America Financial Ctr                    601 West Riverside Avenue
 4       GA18944-140           Bank of America Plaza                            820 A Street
 4       GA18944-141           Bellingham                                       112 East Holly Street
 4       GA18944-142           Bremerton                                        1000 6th Street South
 4       GA18944-143           Forks                                            481 South Forks Avenue
 4       GA18944-144           Moses Lake                                       103 East 3rd Avenue
 4       GA18944-145           N Wenatchee                                      830 North Wenatchee Avenue
 4       GA18944-146           Pasco                                            350 West Lewis Street
 4       GA18944-147           Port Angeles                                     102 East Front Street
 4       GA18944-148           Richland                                         1007 Knight Street
 4       GA18944-149           Spokane Bankcard Services                        1616 South Rustle
 4       GA18944-150           University                                       4701 University Way NE
 4       GA18944-151           Walla Walla                                      111 West Main Street
 4       GA18944-152           Yakima Valley Bldg/BR                            101 North 2nd Street
 5       02-12594      MSMC    Johnstown Galleria                               N/E/C Route 219 & Galleria Drive
 6       GA19274       GACC    Tysons Corner Center                             1961 Chain Bridge Road
 7       DBM19433      GACC    Countryside Apartments                           9971 Good Luck Road
 8       DBM19292      GACC    Columbus International Aircenter II              4100-4130, 4150-4200, 4220 East Fifth Avenue
 9       DBM19368      GACC    BridgeMarket Center                              405-425 East 59th Street
10       44050         GMACCM  Paradise Park Model Resort                       10950 West Union Hills Drive
11       41844         GMACCM  Wyndham Valley Forge                             888 Chesterbrook Boulevard
12       42429         GMACCM  Orchard Ridge Office Bldg                        32605 West 12 Mile Road



<CAPTION>


PROPERTY                                                                                                          ZIP      ORIGINAL
NUMBER   LOAN NUMBER   SELLER  PROJECT NAME                                     CITY               STATE          CODE     BALANCE
<S>      <C>           <C>     <C>                                              <C>                <C>            <C>      <C>
 4       GA18944-79            Ridgewood                                        Sebring            Florida        33870
 4       GA18944-80            San Jose                                         Jacksonville       Florida        32217
 4       GA18944-81            South Region TPC                                 Miami Lakes        Florida        33015
 4       GA18944-82            Westshore Mall                                   Tampa              Florida        33609
 4       GA18944-83            Williams Islands                                 Aventura           Florida        33160
 4       GA18944-84            Winter Park                                      Winter Park        Florida        32789
 4       GA18944-85            Albany Main Office                               Albany             Georgia        31701
 4       GA18944-86            Bull Street                                      Savannah           Georgia        31401
 4       GA18944-87            Cartersville Main                                Cartersville       Georgia        30120
 4       GA18944-88            Moultrie Main                                    Moultrie           Georgia        31768
 4       GA18944-89            Valdosta Main                                    Valdosta           Georgia        31601
 4       GA18944-90            Winder (BS)                                      Winder             Georgia        30680
 4       GA18944-91            Coeur D'alene BDLG/BR                            Coeur D'Alene      Idaho          83814
 4       GA18944-92            Bank of America Center                           Chicago            Illinois       60604
 4       GA18944-93            Mission Facility                                 Overland Park      Kansas         66206
 4       GA18944-94            Penn Street Facility                             Independence       Kansas         67301
 4       GA18944-95            Annapolis Church Circle-BAL                      Annapolis          Maryland       21401
 4       GA18944-96            Highlandtown-BAL                                 Baltimore          Maryland       21224
 4       GA18944-97            Columbia Facility                                Columbia           Missouri       65201
 4       GA18944-98            Concord Village                                  St. Louis          Missouri       63126
 4       GA18944-99            Downtown Facility                                Rolla              Missouri       65401
 4       GA18944-100           Florissant Facility                              Florissant         Missouri       63031
 4       GA18944-101           Hampton-Main Facility                            St. Louis          Missouri       63109
 4       GA18944-102           Independence Square                              Independence       Missouri       64050
 4       GA18944-103           Lexington Facility                               Lexington          Missouri       64607
 4       GA18944-104           Mexico Facility                                  Mexico             Missouri       65265
 4       GA18944-105           Oak Trafficway Facility                          Kansas City        Missouri       64118
 4       GA18944-106           Richland Facility                                Richland           Missouri       65556
 4       GA18944-107           South Glenstone Facility                         Springfield        Missouri       65804
 4       GA18944-108           West Sunshine Facility                           Springfield        Missouri       65807
 4       GA18944-109           William Street Facility                          Cape Girardeau     Missouri       63703
 4       GA18944-110           525 N Tryon-Odell Building                       Charlotte          North Carolina 28202
 4       GA18944-111           Albuquerque Operations Center                    Albuquerque        New Mexico     87102
 4       GA18944-112           East Central Facility                            Albuquerque        New Mexico     87108
 4       GA18944-113           Henderson                                        Henderson          Nevada         89015
 4       GA18944-114           Paradise Valley                                  Las Vegas          Nevada         89104
 4       GA18944-115           Admiral                                          Tulsa              Oklahoma       74115
 4       GA18944-116           Muskogee Main Facility                           Muskogee           Oklahoma       74401
 4       GA18944-117           Aiken Main Office                                Aiken              South Carolina 29801
 4       GA18944-118           Murfreesboro Main Office                         Murfreesboro       Tennessee      37130
 4       GA18944-119           Aransas Pass (CCNB)                              Aransas Pass       Texas          78336
 4       GA18944-120           Brownwood                                        Brownwood          Texas          76801
 4       GA18944-121           Carrollton                                       Carrollton         Texas          75006
 4       GA18944-122           Dalhart Banking Center                           Dalhart            Texas          79022
 4       GA18944-123           Denison                                          Denison            Texas          75020
 4       GA18944-124           Dumas Banking Center                             Dumas              Texas          79029
 4       GA18944-125           Fort Sam Houston                                 San Antonio        Texas          78208
 4       GA18944-126           Fort Worth East                                  Fort Worth         Texas          76112
 4       GA18944-127           Greenspoint                                      Houston            Texas          77060
 4       GA18944-128           Mission                                          Mission            Texas          78572
 4       GA18944-129           Mount Pleasant                                   Mt. Pleasant       Texas          75455
 4       GA18944-130           South Austin                                     Austin             Texas          78704
 4       GA18944-131           Waco                                             Waco               Texas          76701
 4       GA18944-132           Charlottesville                                  Charlottesville    Virginia       22902
 4       GA18944-133           Lynchburg                                        Lynchburg          Virginia       24504
 4       GA18944-134           Norton-7th Street                                Norton             Virginia       24273
 4       GA18944-135           Old Hampton                                      Hampton            Virginia       23669
 4       GA18944-136           Roanoke                                          Roanoke            Virginia       24011
 4       GA18944-137           South Boston                                     South Boston       Virginia       24592
 4       GA18944-138           Aberdeen Bldg/BR                                 Aberdeen           Washington     98520
 4       GA18944-139           Bank of America Financial Ctr                    Spokane            Washington     99210
 4       GA18944-140           Bank of America Plaza                            Tacoma             Washington     98402
 4       GA18944-141           Bellingham                                       Bellingham         Washington     98255
 4       GA18944-142           Bremerton                                        Bremerton          Washington     98337
 4       GA18944-143           Forks                                            Forks              Washington     98331
 4       GA18944-144           Moses Lake                                       Moses Lake         Washington     98837
 4       GA18944-145           N Wenatchee                                      Wenatchee          Washington     98801
 4       GA18944-146           Pasco                                            Pasco              Washington     99301
 4       GA18944-147           Port Angeles                                     Port Angeles       Washington     98362
 4       GA18944-148           Richland                                         Richland           Washington     99352
 4       GA18944-149           Spokane Bankcard Services                        Spokane            Washington     99224
 4       GA18944-150           University                                       Seattle            Washington     98105
 4       GA18944-151           Walla Walla                                      Walla Walla        Washington     99362
 4       GA18944-152           Yakima Valley Bldg/BR                            Yakima             Washington     98901
 5       02-12594      MSMC    Johnstown Galleria                               Richland Township  Pennsylvania   15904   37,400,000
 6       GA19274       GACC    Tysons Corner Center                             McLean             Virginia       22102   35,000,000
 7       DBM19433      GACC    Countryside Apartments                           Lanham             Maryland       20706   34,000,000
 8       DBM19292      GACC    Columbus International Aircenter II              Columbus           Ohio           43207   32,500,000
 9       DBM19368      GACC    BridgeMarket Center                              New York           New York       10022   23,350,000
10       44050         GMACCM  Paradise Park Model Resort                       Peoria             Arizona        85373   20,000,000
11       41844         GMACCM  Wyndham Valley Forge                             Wayne              Pennsylvania   19087   19,800,000
12       42429         GMACCM  Orchard Ridge Office Bldg                        Farmington Hills   Michigan       48334   19,500,000



<CAPTION>

                                                                                            CUT-OFF
PROPERTY                                                                        CUT-OFF     BALANCE     LOAN   MATURITY  INTEREST
NUMBER   LOAN NUMBER   SELLER  PROJECT NAME                                     BALANCE     ALLOCATION  TYPE   DATE      RATE
<S>      <C>           <C>     <C>                                              <C>         <C>         <C>    <C>       <C>
 4       GA18944-79            Ridgewood                                                        46,892
 4       GA18944-80            San Jose                                                         63,615
 4       GA18944-81            South Region TPC                                                811,243
 4       GA18944-82            Westshore Mall                                                  157,580
 4       GA18944-83            Williams Islands                                                223,293
 4       GA18944-84            Winter Park                                                     128,398
 4       GA18944-85            Albany Main Office                                               49,125
 4       GA18944-86            Bull Street                                                     142,989
 4       GA18944-87            Cartersville Main                                                87,544
 4       GA18944-88            Moultrie Main                                                    70,035
 4       GA18944-89            Valdosta Main                                                   100,676
 4       GA18944-90            Winder (BS)                                                      37,936
 4       GA18944-91            Coeur D'alene BDLG/BR                                            80,541
 4       GA18944-92            Bank of America Center                                        5,019,202
 4       GA18944-93            Mission Facility                                                 90,462
 4       GA18944-94            Penn Street Facility                                             48,149
 4       GA18944-95            Annapolis Church Circle-BAL                                     210,106
 4       GA18944-96            Highlandtown-BAL                                                 35,727
 4       GA18944-97            Columbia Facility                                                85,793
 4       GA18944-98            Concord Village                                                  82,875
 4       GA18944-99            Downtown Facility                                                31,516
 4       GA18944-100           Florissant Facility                                              70,035
 4       GA18944-101           Hampton-Main Facility                                            83,459
 4       GA18944-102           Independence Square                                              69,452
 4       GA18944-103           Lexington Facility                                               24,804
 4       GA18944-104           Mexico Facility                                                  80,541
 4       GA18944-105           Oak Trafficway Facility                                         122,562
 4       GA18944-106           Richland Facility
 4       GA18944-107           South Glenstone Facility                                         52,527
 4       GA18944-108           West Sunshine Facility
 4       GA18944-109           William Street Facility                                          77,331
 4       GA18944-110           525 N Tryon-Odell Building                                    2,346,185
 4       GA18944-111           Albuquerque Operations Center                                   198,434
 4       GA18944-112           East Central Facility                                            70,035
 4       GA18944-113           Henderson                                                        67,117
 4       GA18944-114           Paradise Valley                                                 122,562
 4       GA18944-115           Admiral                                                          52,527
 4       GA18944-116           Muskogee Main Facility
 4       GA18944-117           Aiken Main Office                                                89,295
 4       GA18944-118           Murfreesboro Main Office                                         87,544
 4       GA18944-119           Aransas Pass (CCNB)
 4       GA18944-120           Brownwood                                                        49,608
 4       GA18944-121           Carrollton                                                       61,281
 4       GA18944-122           Dalhart Banking Center                                           53,986
 4       GA18944-123           Denison                                                          51,067
 4       GA18944-124           Dumas Banking Center                                             58,363
 4       GA18944-125           Fort Sam Houston                                                347,259
 4       GA18944-126           Fort Worth East                                                  74,413
 4       GA18944-127           Greenspoint                                                     210,106
 4       GA18944-128           Mission                                                          42,021
 4       GA18944-129           Mount Pleasant                                                   48,149
 4       GA18944-130           South Austin                                                     84,626
 4       GA18944-131           Waco                                                             99,217
 4       GA18944-132           Charlottesville                                                 189,679
 4       GA18944-133           Lynchburg                                                        93,783
 4       GA18944-134           Norton-7th Street                                                29,181
 4       GA18944-135           Old Hampton                                                      58,363
 4       GA18944-136           Roanoke                                                         110,889
 4       GA18944-137           South Boston                                                     32,378
 4       GA18944-138           Aberdeen Bldg/BR
 4       GA18944-139           Bank of America Financial Ctr                                 2,287,822
 4       GA18944-140           Bank of America Plaza                                           437,721
 4       GA18944-141           Bellingham                                                      140,071
 4       GA18944-142           Bremerton                                                        87,544
 4       GA18944-143           Forks                                                            40,854
 4       GA18944-144           Moses Lake                                                       58,363
 4       GA18944-145           N Wenatchee                                                      52,527
 4       GA18944-146           Pasco                                                            46,690
 4       GA18944-147           Port Angeles                                                     44,659
 4       GA18944-148           Richland                                                        137,153
 4       GA18944-149           Spokane Bankcard Services                                       525,265
 4       GA18944-150           University                                                      122,562
 4       GA18944-151           Walla Walla                                                      75,872
 4       GA18944-152           Yakima Valley Bldg/BR                                            99,217
 5       02-12594      MSMC    Johnstown Galleria                               37,298,226  37,298,226  Fixed  2/1/2014  6.400
 6       GA19274       GACC    Tysons Corner Center                             35,000,000  35,000,000  Fixed  3/1/2014  5.224
 7       DBM19433      GACC    Countryside Apartments                           34,000,000  34,000,000  Fixed  4/1/2011  5.228
 8       DBM19292      GACC    Columbus International Aircenter II              32,367,390  32,367,390  Fixed  1/1/2014  6.150
 9       DBM19368      GACC    BridgeMarket Center                              23,350,000  23,350,000  Fixed  5/1/2014  5.220
10       44050         GMACCM  Paradise Park Model Resort                       19,980,977  19,980,977  Fixed  3/1/2009  5.460
11       41844         GMACCM  Wyndham Valley Forge                             19,630,275  19,630,275  Fixed  9/1/2013  6.750
12       42429         GMACCM  Orchard Ridge Office Bldg                        19,500,000  19,500,000  Fixed  4/1/2014  5.520



<CAPTION>


                                                                                DAY
PROPERTY                                                                        PAYMENT  MONTHLY       PREPAYMENT
NUMBER   LOAN NUMBER   SELLER  PROJECT NAME                                     DUE      PAYMENT  ARD  PROVISION
<S>      <C>           <C>     <C>                                              <C>      <C>      <C>  <C>
 4       GA18944-79            Ridgewood
 4       GA18944-80            San Jose
 4       GA18944-81            South Region TPC
 4       GA18944-82            Westshore Mall
 4       GA18944-83            Williams Islands
 4       GA18944-84            Winter Park
 4       GA18944-85            Albany Main Office
 4       GA18944-86            Bull Street
 4       GA18944-87            Cartersville Main
 4       GA18944-88            Moultrie Main
 4       GA18944-89            Valdosta Main
 4       GA18944-90            Winder (BS)
 4       GA18944-91            Coeur D'alene BDLG/BR
 4       GA18944-92            Bank of America Center
 4       GA18944-93            Mission Facility
 4       GA18944-94            Penn Street Facility
 4       GA18944-95            Annapolis Church Circle-BAL
 4       GA18944-96            Highlandtown-BAL
 4       GA18944-97            Columbia Facility
 4       GA18944-98            Concord Village
 4       GA18944-99            Downtown Facility
 4       GA18944-100           Florissant Facility
 4       GA18944-101           Hampton-Main Facility
 4       GA18944-102           Independence Square
 4       GA18944-103           Lexington Facility
 4       GA18944-104           Mexico Facility
 4       GA18944-105           Oak Trafficway Facility
 4       GA18944-106           Richland Facility
 4       GA18944-107           South Glenstone Facility
 4       GA18944-108           West Sunshine Facility
 4       GA18944-109           William Street Facility
 4       GA18944-110           525 N Tryon-Odell Building
 4       GA18944-111           Albuquerque Operations Center
 4       GA18944-112           East Central Facility
 4       GA18944-113           Henderson
 4       GA18944-114           Paradise Valley
 4       GA18944-115           Admiral
 4       GA18944-116           Muskogee Main Facility
 4       GA18944-117           Aiken Main Office
 4       GA18944-118           Murfreesboro Main Office
 4       GA18944-119           Aransas Pass (CCNB)
 4       GA18944-120           Brownwood
 4       GA18944-121           Carrollton
 4       GA18944-122           Dalhart Banking Center
 4       GA18944-123           Denison
 4       GA18944-124           Dumas Banking Center
 4       GA18944-125           Fort Sam Houston
 4       GA18944-126           Fort Worth East
 4       GA18944-127           Greenspoint
 4       GA18944-128           Mission
 4       GA18944-129           Mount Pleasant
 4       GA18944-130           South Austin
 4       GA18944-131           Waco
 4       GA18944-132           Charlottesville
 4       GA18944-133           Lynchburg
 4       GA18944-134           Norton-7th Street
 4       GA18944-135           Old Hampton
 4       GA18944-136           Roanoke
 4       GA18944-137           South Boston
 4       GA18944-138           Aberdeen Bldg/BR
 4       GA18944-139           Bank of America Financial Ctr
 4       GA18944-140           Bank of America Plaza
 4       GA18944-141           Bellingham
 4       GA18944-142           Bremerton
 4       GA18944-143           Forks
 4       GA18944-144           Moses Lake
 4       GA18944-145           N Wenatchee
 4       GA18944-146           Pasco
 4       GA18944-147           Port Angeles
 4       GA18944-148           Richland
 4       GA18944-149           Spokane Bankcard Services
 4       GA18944-150           University
 4       GA18944-151           Walla Walla
 4       GA18944-152           Yakima Valley Bldg/BR
 5       02-12594      MSMC    Johnstown Galleria                               1        250,195       Lock/26_Defeasance/90_0%/4
 6       GA19274       GACC    Tysons Corner Center                             1        192,708       Lock/25_Defeasance/88_0%/7
 7       DBM19433      GACC    Countryside Apartments                           1        187,286       Lock/24_Defeasance/56_0%/4
 8       DBM19292      GACC    Columbus International Aircenter II              1        212,388       Lock/27_Defeasance/89_0%/4
 9       DBM19368      GACC    BridgeMarket Center                              1        128,506       Lock/24_Defeasance/93_0%/4
10       44050         GMACCM  Paradise Park Model Resort                       1        113,056       Lock/25_Defeasance/31_0%/4
11       41844         GMACCM  Wyndham Valley Forge                             1        136,800       Lock/43_Defeasance/75_0%/2
12       42429         GMACCM  Orchard Ridge Office Bldg                        1        114,114       Lock/24_Defeasance/91_0%/5


<CAPTION>




                                                                                CREDIT                   GROUND
PROPERTY                                                                        LEASE  SERVICING  CROSS  LEASE  REMAINING  LETTER
NUMBER   LOAN NUMBER   SELLER  PROJECT NAME                                     LOAN   FEE %      COLL   FLAG   TERM       OF CREDIT
<S>      <C>           <C>     <C>                                              <C>    <C>        <C>    <C>    <C>        <C>
 4       GA18944-79            Ridgewood                                                                 No
 4       GA18944-80            San Jose                                                                  No
 4       GA18944-81            South Region TPC                                                          No
 4       GA18944-82            Westshore Mall                                                            No
 4       GA18944-83            Williams Islands                                                          No
 4       GA18944-84            Winter Park                                                               No
 4       GA18944-85            Albany Main Office                                                        No
 4       GA18944-86            Bull Street                                                               No
 4       GA18944-87            Cartersville Main                                                         No
 4       GA18944-88            Moultrie Main                                                             No
 4       GA18944-89            Valdosta Main                                                             No
 4       GA18944-90            Winder (BS)                                                               No
 4       GA18944-91            Coeur D'alene BDLG/BR                                                     No
 4       GA18944-92            Bank of America Center                                                    No
 4       GA18944-93            Mission Facility                                                          No
 4       GA18944-94            Penn Street Facility                                                      No
 4       GA18944-95            Annapolis Church Circle-BAL                                               No
 4       GA18944-96            Highlandtown-BAL                                                          No
 4       GA18944-97            Columbia Facility                                                         No
 4       GA18944-98            Concord Village                                                           No
 4       GA18944-99            Downtown Facility                                                         Yes
 4       GA18944-100           Florissant Facility                                                       No
 4       GA18944-101           Hampton-Main Facility                                                     No
 4       GA18944-102           Independence Square                                                       No
 4       GA18944-103           Lexington Facility                                                        No
 4       GA18944-104           Mexico Facility                                                           No
 4       GA18944-105           Oak Trafficway Facility                                                   No
 4       GA18944-106           Richland Facility                                                         No
 4       GA18944-107           South Glenstone Facility                                                  Yes
 4       GA18944-108           West Sunshine Facility                                                    Yes
 4       GA18944-109           William Street Facility                                                   No
 4       GA18944-110           525 N Tryon-Odell Building                                                No
 4       GA18944-111           Albuquerque Operations Center                                             No
 4       GA18944-112           East Central Facility                                                     No
 4       GA18944-113           Henderson                                                                 No
 4       GA18944-114           Paradise Valley                                                           No
 4       GA18944-115           Admiral                                                                   No
 4       GA18944-116           Muskogee Main Facility                                                    No
 4       GA18944-117           Aiken Main Office                                                         No
 4       GA18944-118           Murfreesboro Main Office                                                  No
 4       GA18944-119           Aransas Pass (CCNB)                                                       No
 4       GA18944-120           Brownwood                                                                 No
 4       GA18944-121           Carrollton                                                                No
 4       GA18944-122           Dalhart Banking Center                                                    No
 4       GA18944-123           Denison                                                                   No
 4       GA18944-124           Dumas Banking Center                                                      No
 4       GA18944-125           Fort Sam Houston                                                          No
 4       GA18944-126           Fort Worth East                                                           No
 4       GA18944-127           Greenspoint                                                               No
 4       GA18944-128           Mission                                                                   No
 4       GA18944-129           Mount Pleasant                                                            No
 4       GA18944-130           South Austin                                                              No
 4       GA18944-131           Waco                                                                      No
 4       GA18944-132           Charlottesville                                                           No
 4       GA18944-133           Lynchburg                                                                 No
 4       GA18944-134           Norton-7th Street                                                         No
 4       GA18944-135           Old Hampton                                                               No
 4       GA18944-136           Roanoke                                                                   No
 4       GA18944-137           South Boston                                                              No
 4       GA18944-138           Aberdeen Bldg/BR                                                          Yes
 4       GA18944-139           Bank of America Financial Ctr                                             No
 4       GA18944-140           Bank of America Plaza                                                     No
 4       GA18944-141           Bellingham                                                                No
 4       GA18944-142           Bremerton                                                                 No
 4       GA18944-143           Forks                                                                     No
 4       GA18944-144           Moses Lake                                                                No
 4       GA18944-145           N Wenatchee                                                               No
 4       GA18944-146           Pasco                                                                     No
 4       GA18944-147           Port Angeles                                                              No
 4       GA18944-148           Richland                                                                  No
 4       GA18944-149           Spokane Bankcard Services                                                 No
 4       GA18944-150           University                                                                No
 4       GA18944-151           Walla Walla                                                               No
 4       GA18944-152           Yakima Valley Bldg/BR                                                     No
 5       02-12594      MSMC    Johnstown Galleria                               No     0.0334     No     No     118        No
 6       GA19274       GACC    Tysons Corner Center                             No     0.0334     No     No     119        No
 7       DBM19433      GACC    Countryside Apartments                           No     0.0334     No     No     84         No
 8       DBM19292      GACC    Columbus International Aircenter II              No     0.0334     No     No     117        Yes
 9       DBM19368      GACC    BridgeMarket Center                              No     0.0334     No     Yes    121        No
10       44050         GMACCM  Paradise Park Model Resort                       No     0.1284     No     No     59         No
11       41844         GMACCM  Wyndham Valley Forge                             No     0.1284     No     No     113        No
12       42429         GMACCM  Orchard Ridge Office Bldg                        No     0.1284     No     No     120        No

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

PRO-
PERTY  LOAN
NUMBER NUMBER   SELLER  PROJECT NAME                                    PROPERTY ADDRESS
<S>    <C>      <C>    <C>                                              <C>
13     43883    GMACCM Overland Plaza                                   9100 Overland Plaza
14     DBM19296 GACC   Smith Brothers Hardware Building                 480 North Fourth Street
15     Various  MSMC   Pacific Medical Portfolio Rollup                 Various
15     03-14817 MSMC   Pacific Medical Portfolio 2-14600 Sherman Way    14600 Sherman Way
15     03-14818 MSMC   Pacific Medical Portfolio 2-14624 Sherman Way    14624 Sherman Way
15     03-14813 MSMC   Pacific Medical Portfolio 2-1500 So. Central Ave 1500 South Central Avenue
16     42650    GMACCM West Boca Medical                                9970 West Central Park Boulevard
17     43068    GMACCM Whitney Ranch Center                             601, 609 and 699 North Stephanie Street
18     04-15578 MSMC   Randolph A&P                                     148 Center Grove Road
19     GA6400   GACC   Carson Pirie Scott                               230 Yorktown Mall
20     43356    GMACCM Newbury Oaks Marketplace                         2080-2170 Newbury Road
21     42612    GMACCM Courtyard by Marriott (Omaha)                    101 South 10th Street
22     03-15219 MSMC   2404 Wilshire Blvd.                              2404 Wilshire Boulevard
23     42829    GMACCM Golden Wheel Manufactured Housing Community      1450 Old Oakland Road
24     43262    GMACCM Seaside Factory Outlet Mall                      1111 North Roosevelt Drive
25     43916    GMACCM 6222 Wilshire Blvd                               6222 Wilshire Boulevard
26     41662    GMACCM Residence Inn Tyson's Corner                     8616 Westwood Center Drive
27     42864    GMACCM Cherry Hill Townhouses                           2501 Cherry Hill Drive
28     04-15563 MSMC   Blairstown A&P                                   152 State Route 94
29     DBM19752 GACC   Patrick Henry Corporate Center                   12350 Jefferson Avenue
30     42803    GMACCM 75 Spring Street                                 75 Spring Street
31     43647    GMACCM Residence Inn and Whitehall Mansion              40-42 Whitehall, 46 Whitehall & 56 Whitehall Avenue
32     43452    GMACCM Farmer Jack Center                               50 North Groesbeck Highway
33     43422    GMACCM Bella Vista Apartments                           100-400 University Lane
34     43618    GMACCM Hickory Hill Apartments                          208 Hemlock Court
35     41805    GMACCM Breeze Hill Shopping Center                      251 South Melrose Drive & 620, 660 Hacienda Drive
36     04-15612 MSMC   Casa de Topaz Apartments                         1564 North Morrison Avenue
37     04-15573 MSMC   North Wildwood Super Fresh                       26th & Delaware Avenue
38     43788    GMACCM Shoppes of Kissimmee                             3207-3235 South John Young Parkway
39     40026    GMACCM Ivybrook (Teachers Flex)                         One Ivybrook Boulevard
40     03-14056 MSMC   Barclay Village Apartments                       775 Cascade Avenue
41     DBM19642 GACC   Will-O-Wisp Apartments                           3219 Carey Road
42     03-15196 MSMC   One Goldberg Center                              3622-3680 Kirkwood Highway
43     43699    GMACCM AviStar Parking- Chicago                         3700 North Mannheim Road
44     43896    GMACCM 100 Davidson Avenue                              100 Davidson Avenue
45     40405    GMACCM Birdneck Business Center                         545 South Birdneck Road
46     42632    GMACCM Walgreens-Inver Grove Heights                    4560 South Robert Trail
47     42836    GMACCM Oak Hall Marketplace                             7005-7027 Lankford Highway
48     04-15577 MSMC   Food Basics Paterson                             465 Getty Avenue
49     42405    GMACCM Coldwell Banker Plaza                            2975 South Rainbow Boulevard
50     38533    GMACCM Davis Lofts                                      105, 109, 113 & 117 E Street
51     44049    GMACCM Toby's Manufactured Housing Community            3550 Northeast Highway 70
52     41565    GMACCM Main Street Marketplace                          1733 Main Street
53     43511    GMACCM Millennium Market Center                         6230-6250 East State Street
54     43655    GMACCM Lakeside Shopping Center                         50 Elams Road
55     44038    GMACCM Cave Creek Shopping Center                       2301-2313 East Bell Road & 16802-16872 North Cave Creek Road
56     44012    GMACCM Round Rock Super Storage                         506 and 706 McNeil Road
57     42888    GMACCM Troy Point Plaza                                 3271-3303 Rochester Road
58     DBM19667 GACC   Bristol House Apartments                         4001 Clarks Lane
59     42957    GMACCM Monroe Industrial Park                           700-720 Monroe Way
60     Various  MSMC   Schomac Portfolio-Rollup                         Various
60     04-15767 MSMC   Schomac Portfolio-Synott                         7001 Synott Road
60     04-15768 MSMC   Schomac Portfolio-Budget                         104 Holleman Drive
61     41544    GMACCM Chelsea Clocktower Building                      310 North Main Street
62     42897    GMACCM 8th and Ludlow Parking Garage                    17-27 S. 8th St., 724-26 Ludlow St., 719-21 Ranstead St.
63     42887    GMACCM Troywood Plaza                                   3718-3736 Rochester Road
64     03-13575 MSMC   87-101 Spring Street                             87-101 Spring Street


<CAPTION>


PROPERTY                                                                                                          ZIP     ORIGINAL
NUMBER   LOAN NUMBER  SELLER  PROJECT NAME                                     CITY                STATE          CODE    BALANCE
<S>      <C>          <C>     <C>                                              <C>                 <C>            <C>     <C>
13       43883        GMACCM  Overland Plaza                                   Overland            Missouri       63114   17,000,000
14       DBM19296     GACC    Smith Brothers Hardware Building                 Columbus            Ohio           43215   16,000,000
15       Various      MSMC    Pacific Medical Portfolio Rollup                 Various             California    Various  15,520,000
15       03-14817     MSMC    Pacific Medical Portfolio 2-14600 Sherman Way    Van Nuys            California     91405
15       03-14818     MSMC    Pacific Medical Portfolio 2-14624 Sherman Way    Van Nuys            California     91405
15       03-14813     MSMC    Pacific Medical Portfolio 2-1500 So. Central Ave Glendale            California     91204
16       42650        GMACCM  West Boca Medical                                Boca Raton          Florida        33428   15,300,000
17       43068        GMACCM  Whitney Ranch Center                             Henderson           Nevada         89014   15,000,000
18       04-15578     MSMC    Randolph A&P                                     Randolph            New Jersey     07869   14,675,000
19       GA6400       GACC    Carson Pirie Scott                               Lombard             Illinois       60148   14,125,846
20       43356        GMACCM  Newbury Oaks Marketplace                         Newbury Park        California     91320   13,300,000
21       42612        GMACCM  Courtyard by Marriott (Omaha)                    Omaha               Nebraska       68102   13,250,000
22       03-15219     MSMC    2404 Wilshire Blvd.                              Los Angeles         California     90057   12,200,000
23       42829        GMACCM  Golden Wheel Manufactured Housing Community      San Jose            California     95112   12,050,000
24       43262        GMACCM  Seaside Factory Outlet Mall                      Seaside             Oregon         97138   12,000,000
25       43916        GMACCM  6222 Wilshire Blvd                               Los Angeles         California     90048   11,070,000
26       41662        GMACCM  Residence Inn Tyson's Corner                     Vienna              Virginia       22182   10,000,000
27       42864        GMACCM  Cherry Hill Townhouses                           Poughkeepsie        New York       12603    9,000,000
28       04-15563     MSMC    Blairstown A&P                                   Blairstown          New Jersey     07825    8,756,000
29       DBM19752     GACC    Patrick Henry Corporate Center                   Newport News        Virginia       23602    8,650,000
30       42803        GMACCM  75 Spring Street                                 New York            New York       10012    8,200,000
31       43647        GMACCM  Residence Inn and Whitehall Mansion              Stonington          Connecticut    06355    8,200,000
32       43452        GMACCM  Farmer Jack Center                               Mount Clemens       Michigan       48043    8,000,000
33       43422        GMACCM  Bella Vista Apartments                           Batavia             Ohio           45103    6,300,000
34       43618        GMACCM  Hickory Hill Apartments                          Brunswick           Ohio           44212    6,075,000
35       41805        GMACCM  Breeze Hill Shopping Center                      Vista               California     92083    5,900,000
36       04-15612     MSMC    Casa de Topaz Apartments                         Casa Grande         Arizona        85222    5,800,000
37       04-15573     MSMC    North Wildwood Super Fresh                       North Wildwood      New Jersey     08260    5,528,000
38       43788        GMACCM  Shoppes of Kissimmee                             Kissimmee           Florida        34746    5,525,000
39       40026        GMACCM  Ivybrook (Teachers Flex)                         Ivyland             Pennsylvania   18974    5,480,000
40       03-14056     MSMC    Barclay Village Apartments                       Oregon City         Oregon         97045    5,400,000
41       DBM19642     GACC    Will-O-Wisp Apartments                           Kinston             North Carolina 28504    4,920,000
42       03-15196     MSMC    One Goldberg Center                              Wilmington          Delaware       19808    4,800,000
43       43699        GMACCM  AviStar Parking- Chicago                         Franklin Park       Illinois       60131    4,750,000
44       43896        GMACCM  100 Davidson Avenue                              Franklin Township   New Jersey     08873    4,425,000
45       40405        GMACCM  Birdneck Business Center                         Virginia Beach      Virginia       23451    4,100,000
46       42632        GMACCM  Walgreens-Inver Grove Heights                    Inver Grove Heights Minnesota      55077    4,050,000
47       42836        GMACCM  Oak Hall Marketplace                             Oak Hall            Virginia       23416    3,920,000
48       04-15577     MSMC    Food Basics Paterson                             Paterson            New Jersey     07503    3,800,000
49       42405        GMACCM  Coldwell Banker Plaza                            Las Vegas           Nevada         89146    3,750,000
50       38533        GMACCM  Davis Lofts                                      Davis               California     95616    3,500,000
51       44049        GMACCM  Toby's Manufactured Housing Community            Arcadia             Florida        34266    3,460,000
52       41565        GMACCM  Main Street Marketplace                          Mathews             Virginia       23109    3,400,000
53       43511        GMACCM  Millennium Market Center                         Rockford            Illinois       61108    3,250,000
54       43655        GMACCM  Lakeside Shopping Center                         Littleton           North Carolina 27850    2,800,000
55       44038        GMACCM  Cave Creek Shopping Center                       Phoenix             Arizona        85022    2,450,000
56       44012        GMACCM  Round Rock Super Storage                         Round Rock          Texas          78681    2,400,000
57       42888        GMACCM  Troy Point Plaza                                 Troy                Michigan       48083    2,250,000
58       DBM19667     GACC    Bristol House Apartments                         Baltimore           Maryland       21215    2,000,000
59       42957        GMACCM  Monroe Industrial Park                           Placentia           California     92870    2,000,000
60       Various      MSMC    Schomac Portfolio-Rollup                         Various             Texas         Various   1,800,000
60       04-15767     MSMC    Schomac Portfolio-Synott                         Houston             Texas          77083
60       04-15768     MSMC    Schomac Portfolio-Budget                         College Station     Texas          77840
61       41544        GMACCM  Chelsea Clocktower Building                      Chelsea             Michigan       48118    1,650,000
62       42897        GMACCM  8th and Ludlow Parking Garage                    Philadelphia        Pennsylvania   19106    1,500,000
63       42887        GMACCM  Troywood Plaza                                   Troy                Michigan       48083    1,475,000
64       03-13575     MSMC    87-101 Spring Street                             Hartford            Connecticut    06105    1,477,600

<CAPTION>


                                                                                            CUT-OFF
PROPERTY                                                                        CUT-OFF     BALANCE     LOAN   MATURITY  INTEREST
NUMBER   LOAN NUMBER   SELLER  PROJECT NAME                                     BALANCE     ALLOCATION  TYPE   DATE      RATE
<S>      <C>           <C>     <C>                                              <C>         <C>         <C>    <C>       <C>
13       43883         GMACCM  Overland Plaza                                   17,000,000  17,000,000  Fixed   3/1/2014 5.750
14       DBM19296      GACC    Smith Brothers Hardware Building                 15,940,532  15,940,532  Fixed  12/1/2013 5.950
15       Various       MSMC    Pacific Medical Portfolio Rollup                 15,520,000              Fixed  11/1/2013 5.750
15       03-14817      MSMC    Pacific Medical Portfolio 2-14600 Sherman Way                 5,820,000
15       03-14818      MSMC    Pacific Medical Portfolio 2-14624 Sherman Way                 5,036,000
15       03-14813      MSMC    Pacific Medical Portfolio 2-1500 So. Central Ave              4,664,000
16       42650         GMACCM  West Boca Medical                                15,228,528  15,228,528  Fixed  11/1/2013 6.020
17       43068         GMACCM  Whitney Ranch Center                             15,000,000  15,000,000  Fixed   1/1/2014 5.860
18       04-15578      MSMC    Randolph A&P                                     14,660,904  14,660,904  Fixed   3/1/2014 5.420
19       GA6400        GACC    Carson Pirie Scott                               14,125,846  14,125,844  Fixed   1/1/2024 7.160
20       43356         GMACCM  Newbury Oaks Marketplace                         13,262,624  13,262,624  Fixed   1/1/2014 6.040
21       42612         GMACCM  Courtyard by Marriott (Omaha)                    13,201,499  13,201,499  Fixed   1/1/2014 6.790
22       03-15219      MSMC    2404 Wilshire Blvd.                              12,164,463  12,164,463  Fixed   1/8/2014 5.870
23       42829         GMACCM  Golden Wheel Manufactured Housing Community      12,021,504  12,021,504  Fixed   2/1/2009 5.100
24       43262         GMACCM  Seaside Factory Outlet Mall                      11,989,388  11,989,388  Fixed   3/1/2014 5.750
25       43916         GMACCM  6222 Wilshire Blvd                               11,060,210  11,060,210  Fixed   3/1/2014 5.750
26       41662         GMACCM  Residence Inn Tyson's Corner                      9,898,829   9,898,829  Fixed   8/1/2013 6.520
27       42864         GMACCM  Cherry Hill Townhouses                            8,991,980   8,991,980  Fixed   3/1/2014 5.720
28       04-15563      MSMC    Blairstown A&P                                    8,747,589   8,747,589  Fixed   3/1/2014 5.420
29       DBM19752      GACC    Patrick Henry Corporate Center                    8,650,000   8,650,000  Fixed   4/1/2009 5.020
30       42803         GMACCM  75 Spring Street                                  8,181,763   8,181,763  Fixed   2/1/2014 5.430
31       43647         GMACCM  Residence Inn and Whitehall Mansion               8,179,329   8,179,329  Fixed   2/1/2014 6.890
32       43452         GMACCM  Farmer Jack Center                                7,976,402   7,976,402  Fixed   1/1/2014 5.810
33       43422         GMACCM  Bella Vista Apartments                            6,280,787   6,280,787  Fixed   1/1/2014 5.650
34       43618         GMACCM  Hickory Hill Apartments                           6,075,000   6,075,000  Fixed   1/1/2009 5.100
35       41805         GMACCM  Breeze Hill Shopping Center                       5,895,187   5,895,187  Fixed   3/1/2014 6.060
36       04-15612      MSMC    Casa de Topaz Apartments                          5,794,193   5,794,193  Fixed   3/1/2014 5.250
37       04-15573      MSMC    North Wildwood Super Fresh                        5,522,690   5,522,690  Fixed   3/1/2014 5.420
38       43788         GMACCM  Shoppes of Kissimmee                              5,520,176   5,520,176  Fixed   3/1/2014 5.800
39       40026         GMACCM  Ivybrook (Teachers Flex)                          5,409,735   5,409,735  Fixed   3/1/2008 5.750
40       03-14056      MSMC    Barclay Village Apartments                        5,362,340   5,362,340  Fixed   9/1/2013 5.720
41       DBM19642      GACC    Will-O-Wisp Apartments                            4,908,235   4,908,235  Fixed   2/1/2011 5.040
42       03-15196      MSMC    One Goldberg Center                               4,796,167   4,796,167  Fixed   3/1/2014 6.140
43       43699         GMACCM  AviStar Parking- Chicago                          4,727,813   4,727,813  Fixed   1/1/2009 5.325
44       43896         GMACCM  100 Davidson Avenue                               4,425,000   4,425,000  Fixed   4/1/2014 5.500
45       40405         GMACCM  Birdneck Business Center                          4,088,306   4,088,306  Fixed   1/1/2014 5.970
46       42632         GMACCM  Walgreens-Inver Grove Heights                     4,041,804   4,041,804  Fixed   2/1/2014 5.930
47       42836         GMACCM  Oak Hall Marketplace                              3,916,857   3,916,857  Fixed   3/1/2014 6.125
48       04-15577      MSMC    Food Basics Paterson                              3,796,350   3,796,350  Fixed   3/1/2014 5.420
49       42405         GMACCM  Coldwell Banker Plaza                             3,739,214   3,739,214  Fixed   1/1/2014 5.930
50       38533         GMACCM  Davis Lofts                                       3,497,099   3,497,099  Fixed   3/1/2014 6.000
51       44049         GMACCM  Toby's Manufactured Housing Community             3,456,536   3,456,536  Fixed   3/1/2009 5.250
52       41565         GMACCM  Main Street Marketplace                           3,390,241   3,390,241  Fixed   1/1/2014 5.940
53       43511         GMACCM  Millennium Market Center                          3,243,354   3,243,354  Fixed   2/1/2014 5.875
54       43655         GMACCM  Lakeside Shopping Center                          2,800,000   2,800,000  Fixed   4/1/2014 5.760
55       44038         GMACCM  Cave Creek Shopping Center                        2,450,000   2,450,000  Fixed   4/1/2014 5.810
56       44012         GMACCM  Round Rock Super Storage                          2,396,654   2,396,654  Fixed   3/1/2014 5.540
57       42888         GMACCM  Troy Point Plaza                                  2,242,182   2,242,182  Fixed  12/1/2013 6.250
58       DBM19667      GACC    Bristol House Apartments                          1,998,272   1,998,272  Fixed   3/1/2014 5.840
59       42957         GMACCM  Monroe Industrial Park                            1,996,014   1,996,014  Fixed   2/1/2014 6.010
60       Various       MSMC    Schomac Portfolio-Rollup                          1,797,712              Fixed   3/1/2014 6.020
60       04-15767      MSMC    Schomac Portfolio-Synott                                      1,117,496
60       04-15768      MSMC    Schomac Portfolio-Budget                                        680,215
61       41544         GMACCM  Chelsea Clocktower Building                       1,645,274   1,645,274  Fixed   1/1/2014 5.950
62       42897         GMACCM  8th and Ludlow Parking Garage                     1,493,111   1,493,111  Fixed   1/1/2010 5.430
63       42887         GMACCM  Troywood Plaza                                    1,469,875   1,469,875  Fixed  12/1/2013 6.250
64       03-13575      MSMC    87-101 Spring Street                              1,466,685   1,466,685  Fixed  10/1/2013 6.640

<CAPTION>


                                                                                DAY
PROPERTY                                                                        PAYMENT  MONTHLY       PREPAYMENT
NUMBER   LOAN NUMBER   SELLER  PROJECT NAME                                     DUE      PAYMENT  ARD  PROVISION
<S>      <C>           <C>     <C>                                              <C>      <C>      <C>  <C>
13       43883         GMACCM  Overland Plaza                                   1         99,207       Lock/25_Defeasance/91_0%/4
14       DBM19296      GACC    Smith Brothers Hardware Building                 1         95,414       Lock/28_Defeasance/88_0%/4
15       Various       MSMC    Pacific Medical Portfolio Rollup                 1         94,434       Lock/29_Defeasance/87_0%/4
15       03-14817      MSMC    Pacific Medical Portfolio 2-14600 Sherman Way
15       03-14818      MSMC    Pacific Medical Portfolio 2-14624 Sherman Way
15       03-14813      MSMC    Pacific Medical Portfolio 2-1500 So. Central Ave
16       42650         GMACCM  West Boca Medical                                1         91,928       Lock/29_Defeasance/89_0%/2
17       43068         GMACCM  Whitney Ranch Center                             1         88,587       Lock/27_Defeasance/88_0%/5
18       04-15578      MSMC    Randolph A&P                                     1         82,588       Lock/25_Defeasance/91_0%/4
19       GA6400        GACC    Carson Pirie Scott                               1        108,317       Lock/0 _Defeasance/231_0%/6
20       43356         GMACCM  Newbury Oaks Marketplace                         1         80,083       Lock/27_Defeasance/89_0%/4
21       42612         GMACCM  Courtyard by Marriott (Omaha)                    1         91,881       Lock/51_Defeasance/67_0%/2
22       03-15219      MSMC    2404 Wilshire Blvd.                              8         72,129       Lock/27_Defeasance/89_0%/4
23       42829         GMACCM  Golden Wheel Manufactured Housing Community      1         65,425       Lock/26_Defeasance/32_0%/2
24       43262         GMACCM  Seaside Factory Outlet Mall                      1         70,029       Lock/25_Defeasance/93_0%/2
25       43916         GMACCM  6222 Wilshire Blvd                               1         64,602       Lock/25_Defeasance/93_0%/2
26       41662         GMACCM  Residence Inn Tyson's Corner                     1         67,646       Lock/44_Defeasance/74_0%/2
27       42864         GMACCM  Cherry Hill Townhouses                           1         52,350       Lock/25_Defeasance/93_0%/2
28       04-15563      MSMC    Blairstown A&P                                   1         49,277       Lock/25_Defeasance/91_0%/4
29       DBM19752      GACC    Patrick Henry Corporate Center                   1         46,541       Lock/24_Defeasance/32_0%/4
30       42803         GMACCM  75 Spring Street                                 1         46,199       Lock/26_>YM or 1%/93 _0%/1
31       43647         GMACCM  Residence Inn and Whitehall Mansion              1         57,382       Lock/50_Defeasance/66_0%/4
32       43452         GMACCM  Farmer Jack Center                               1         46,991       Lock/27_Defeasance/89_0%/4
33       43422         GMACCM  Bella Vista Apartments                           1         36,366       Lock/27_Defeasance/91_0%/2
34       43618         GMACCM  Hickory Hill Apartments                          1         32,984       Lock/27_Defeasance/31_0%/2
35       41805         GMACCM  Breeze Hill Shopping Center                      1         35,601       Lock/25_Defeasance/93_0%/2
36       04-15612      MSMC    Casa de Topaz Apartments                         1         32,028       Lock/25_Defeasance/91_0%/4
37       04-15573      MSMC    North Wildwood Super Fresh                       1         31,110       Lock/25_Defeasance/91_0%/4
38       43788         GMACCM  Shoppes of Kissimmee                             1         32,418       Lock/25_Defeasance/91_0%/4
39       40026         GMACCM  Ivybrook (Teachers Flex)                         1         31,980       Lock/36_Defeasance/22_0%/2
40       03-14056      MSMC    Barclay Village Apartments                       1         31,410       Lock/31_Defeasance/85_0%/4
41       DBM19642      GACC    Will-O-Wisp Apartments                           1         26,532       Lock/26_Defeasance/54_0%/4
42       03-15196      MSMC    One Goldberg Center                              1         29,212       Lock/25_Defeasance/91_0%/4
43       43699         GMACCM  AviStar Parking- Chicago                         1         28,675       Lock/23_>YM or 1%/36_ 0%/1
44       43896         GMACCM  100 Davidson Avenue                              1         25,125       Lock/24_Defeasance/94_0%/2
45       40405         GMACCM  Birdneck Business Center                         1         24,503       Lock/27_Defeasance/91_0%/2
46       42632         GMACCM  Walgreens-Inver Grove Heights                    1         24,100       Lock/26_Defeasance/92_0%/2
47       42836         GMACCM  Oak Hall Marketplace                             1         23,818       Lock/25_Defeasance/93_0%/2
48       04-15577      MSMC    Food Basics Paterson                             1         21,386       Lock/25_Defeasance/91_0%/4
49       42405         GMACCM  Coldwell Banker Plaza                            1         22,315       Lock/27_Defeasance/91_0%/2
50       38533         GMACCM  Davis Lofts                                      1         20,984       Lock/25_Defeasance/93_0%/2
51       44049         GMACCM  Toby's Manufactured Housing Community            1         19,106       Lock/25_Defeasance/31_0%/4
52       41565         GMACCM  Main Street Marketplace                          1         20,254       Lock/27_Defeasance/91_0%/2
53       43511         GMACCM  Millennium Market Center                         1         19,225       Lock/26_Defeasance/90_0%/4
54       43655         GMACCM  Lakeside Shopping Center                         1         16,358       Lock/24_Defeasance/94_0%/2
55       44038         GMACCM  Cave Creek Shopping Center                       1         14,391       Lock/24_Defeasance/92_0%/4
56       44012         GMACCM  Round Rock Super Storage                         1         14,795       Lock/25_Defeasance/93_0%/2
57       42888         GMACCM  Troy Point Plaza                                 1         13,854       Lock/28_Defeasance/88_0%/4
58       DBM19667      GACC    Bristol House Apartments                         1         11,786       Lock/25_Defeasance/91_0%/4
59       42957         GMACCM  Monroe Industrial Park                           1         12,004       Lock/26_Defeasance/92_0%/2
60       Various       MSMC    Schomac Portfolio-Rollup                         1         11,619       Lock/25_Defeasance/91_0%/4
60       04-15767      MSMC    Schomac Portfolio-Synott
60       04-15768      MSMC    Schomac Portfolio-Budget
61       41544         GMACCM  Chelsea Clocktower Building                      1          9,840       Lock/27_Defeasance/89_0%/4
62       42897         GMACCM  8th and Ludlow Parking Garage                    1          9,149       Lock/27_Defeasance/41_0%/4
63       42887         GMACCM  Troywood Plaza                                   1          9,082       Lock/28_Defeasance/88_0%/4
64       03-13575      MSMC    87-101 Spring Street                             1         10,107       Lock/30_Defeasance/86_0%/4

<CAPTION>



                                                                                           CREDIT
PROPERTY                                                                                   LEASE           SERVICING          CROSS
NUMBER   LOAN NUMBER   SELLER  PROJECT NAME                                                LOAN            FEE %              COLL
<S>      <C>           <C>     <C>                                                          <C>            <C>                <C>
13       43883         GMACCM  Overland Plaza                                               No             0.1284             No
14       DBM19296      GACC    Smith Brothers Hardware Building                             No             0.0334             No
15       Various       MSMC    Pacific Medical Portfolio Rollup                             No             0.0334             No
15       03-14817      MSMC    Pacific Medical Portfolio 2-14600 Sherman Way                No
15       03-14818      MSMC    Pacific Medical Portfolio 2-14624 Sherman Way                No
15       03-14813      MSMC    Pacific Medical Portfolio 2-1500 So. Central Ave             No
16       42650         GMACCM  West Boca Medical                                            No             0.1284             No
17       43068         GMACCM  Whitney Ranch Center                                         No             0.1284             No
18       04-15578      MSMC    Randolph A&P                                                 No             0.0334             No
19       GA6400        GACC    Carson Pirie Scott                                Yes - Carson Pirie Scott  0.0334             No
                                                                                     & Company Realty
                                                                                    Partnership is the
                                                                                    Tenant; Saks Inc.
                                                                                   (S&P/F/M:BB/BB-/Ba3)
                                                                                      is the Sponsor
20       43356         GMACCM  Newbury Oaks Marketplace                                     No             0.1284             No
21       42612         GMACCM  Courtyard by Marriott (Omaha)                                No             0.1284             No
22       03-15219      MSMC    2404 Wilshire Blvd.                                          No             0.0334             No
23       42829         GMACCM  Golden Wheel Manufactured Housing Community                  No             0.1284             No
24       43262         GMACCM  Seaside Factory Outlet Mall                                  No             0.1284             No
25       43916         GMACCM  6222 Wilshire Blvd                                           No             0.1284             No
26       41662         GMACCM  Residence Inn Tyson's Corner                                 No             0.1284             No
27       42864         GMACCM  Cherry Hill Townhouses                                       No             0.1284             No
28       04-15563      MSMC    Blairstown A&P                                               No             0.0334             No
29       DBM19752      GACC    Patrick Henry Corporate Center                               No             0.0334             No
30       42803         GMACCM  75 Spring Street                                             No             0.1284             No
31       43647         GMACCM  Residence Inn and Whitehall Mansion                          No             0.1284             No
32       43452         GMACCM  Farmer Jack Center                                           No             0.1284             No
33       43422         GMACCM  Bella Vista Apartments                                       No             0.1284             No
34       43618         GMACCM  Hickory Hill Apartments                                      No             0.1284             No
35       41805         GMACCM  Breeze Hill Shopping Center                                  No             0.1284             No
36       04-15612      MSMC    Casa de Topaz Apartments                                     No             0.0334             No
37       04-15573      MSMC    North Wildwood Super Fresh                                   No             0.0334             No
38       43788         GMACCM  Shoppes of Kissimmee                                         No             0.1284             No
39       40026         GMACCM  Ivybrook (Teachers Flex)                                     No             0.1284             No
40       03-14056      MSMC    Barclay Village Apartments                                   No             0.0334             No
41       DBM19642      GACC    Will-O-Wisp Apartments                                       No             0.0334             No
42       03-15196      MSMC    One Goldberg Center                                          No             0.0334             No
43       43699         GMACCM  AviStar Parking- Chicago                                     No             0.1284             No
44       43896         GMACCM  100 Davidson Avenue                                          No             0.1284             No
45       40405         GMACCM  Birdneck Business Center                                     No             0.1284             No
46       42632         GMACCM  Walgreens-Inver Grove Heights                                No             0.1284             No
47       42836         GMACCM  Oak Hall Marketplace                                         No             0.1284             No
48       04-15577      MSMC    Food Basics Paterson                                         No             0.0334             No
49       42405         GMACCM  Coldwell Banker Plaza                                        No             0.1284             No
50       38533         GMACCM  Davis Lofts                                                  No             0.1284             No
51       44049         GMACCM  Toby's Manufactured Housing Community                        No             0.1284             No
52       41565         GMACCM  Main Street Marketplace                                      No             0.1284             No
53       43511         GMACCM  Millennium Market Center                                     No             0.1284             No
54       43655         GMACCM  Lakeside Shopping Center                                     No             0.1284             No
55       44038         GMACCM  Cave Creek Shopping Center                                   No             0.1284             No
56       44012         GMACCM  Round Rock Super Storage                                     No             0.1284             No
57       42888         GMACCM  Troy Point Plaza                                             No             0.1284             No
58       DBM19667      GACC    Bristol House Apartments                                     No             0.0334             No
59       42957         GMACCM  Monroe Industrial Park                                       No             0.1284             No
60       Various       MSMC    Schomac Portfolio-Rollup                                     No             0.1334             No
60       04-15767      MSMC    Schomac Portfolio-Synott                                     No                                No
60       04-15768      MSMC    Schomac Portfolio-Budget                                     No                                No
61       41544         GMACCM  Chelsea Clocktower Building                                  No             0.1284             No
62       42897         GMACCM  8th and Ludlow Parking Garage                                No             0.1284             No
63       42887         GMACCM  Troywood Plaza                                               No             0.1284             No
64       03-13575      MSMC    87-101 Spring Street                                         No             0.0334             No

<CAPTION>

                                                                                 GROUND
PROPERTY                                                                         LEASE     REMAINING    LETTER
NUMBER   LOAN NUMBER   SELLER  PROJECT NAME                                      FLAG      TERM         OF CREDIT
<S>      <C>           <C>     <C>                                               <C>       <C>          <C>
13       43883         GMACCM  Overland Plaza                                    No        119          Yes
14       DBM19296      GACC    Smith Brothers Hardware Building                  No        116          No
15       Various       MSMC    Pacific Medical Portfolio Rollup                  Yes       115          No
15       03-14817      MSMC    Pacific Medical Portfolio 2-14600 Sherman Way     Yes
15       03-14818      MSMC    Pacific Medical Portfolio 2-14624 Sherman Way     Yes
15       03-14813      MSMC    Pacific Medical Portfolio 2-1500 So. Central Ave  Yes
16       42650         GMACCM  West Boca Medical                                 Yes       115          No
17       43068         GMACCM  Whitney Ranch Center                              No        117          No
18       04-15578      MSMC    Randolph A&P                                      No        119          No
19       GA6400        GACC    Carson Pirie Scott                                No        237
20       43356         GMACCM  Newbury Oaks Marketplace                          No        117          No
21       42612         GMACCM  Courtyard by Marriott (Omaha)                     No        117          No
22       03-15219      MSMC    2404 Wilshire Blvd.                               No        117          No
23       42829         GMACCM  Golden Wheel Manufactured Housing Community       No         58          No
24       43262         GMACCM  Seaside Factory Outlet Mall                       Yes       119          No
25       43916         GMACCM  6222 Wilshire Blvd                                No        119          Yes
26       41662         GMACCM  Residence Inn Tyson's Corner                      No        112          No
27       42864         GMACCM  Cherry Hill Townhouses                            No        119          No
28       04-15563      MSMC    Blairstown A&P                                    No        119          No
29       DBM19752      GACC    Patrick Henry Corporate Center                    No         60          No
30       42803         GMACCM  75 Spring Street                                  No        118          No
31       43647         GMACCM  Residence Inn and Whitehall Mansion               No        118          No
32       43452         GMACCM  Farmer Jack Center                                No        117          No
33       43422         GMACCM  Bella Vista Apartments                            No        117          No
34       43618         GMACCM  Hickory Hill Apartments                           No         57          No
35       41805         GMACCM  Breeze Hill Shopping Center                       No        119          No
36       04-15612      MSMC    Casa de Topaz Apartments                          No        119          Yes
37       04-15573      MSMC    North Wildwood Super Fresh                        No        119          No
38       43788         GMACCM  Shoppes of Kissimmee                              No        119          No
39       40026         GMACCM  Ivybrook (Teachers Flex)                          No         47          No
40       03-14056      MSMC    Barclay Village Apartments                        No        113          No
41       DBM19642      GACC    Will-O-Wisp Apartments                            No         82          No
42       03-15196      MSMC    One Goldberg Center                               No        119          No
43       43699         GMACCM  AviStar Parking- Chicago                          No         57          No
44       43896         GMACCM  100 Davidson Avenue                               No        120          No
45       40405         GMACCM  Birdneck Business Center                          No        117          No
46       42632         GMACCM  Walgreens-Inver Grove Heights                     No        118          No
47       42836         GMACCM  Oak Hall Marketplace                              No        119          No
48       04-15577      MSMC    Food Basics Paterson                              No        119          No
49       42405         GMACCM  Coldwell Banker Plaza                             No        117          No
50       38533         GMACCM  Davis Lofts                                       No        119          No
51       44049         GMACCM  Toby's Manufactured Housing Community             No         59          No
52       41565         GMACCM  Main Street Marketplace                           No        117          No
53       43511         GMACCM  Millennium Market Center                          No        118          Yes
54       43655         GMACCM  Lakeside Shopping Center                          No        120          No
55       44038         GMACCM  Cave Creek Shopping Center                        No        120          No
56       44012         GMACCM  Round Rock Super Storage                          No        119          No
57       42888         GMACCM  Troy Point Plaza                                  No        116          No
58       DBM19667      GACC    Bristol House Apartments                          No        119          No
59       42957         GMACCM  Monroe Industrial Park                            No        118          No
60       Various       MSMC    Schomac Portfolio-Rollup                          No        119          No
60       04-15767      MSMC    Schomac Portfolio-Synott                          No
60       04-15768      MSMC    Schomac Portfolio-Budget                          No
61       41544         GMACCM  Chelsea Clocktower Building                       No        117          No
62       42897         GMACCM  8th and Ludlow Parking Garage                     No         69          No
63       42887         GMACCM  Troywood Plaza                                    No        116          No
64       03-13575      MSMC    87-101 Spring Street                              Yes       114          No
</TABLE>


<PAGE>

                                                                     SCHEDULE II

                       ENVIRONMENTAL POLICY MORTGAGE LOANS


                                  CUT-OFF DATE     ENVIRONMENTAL
LOAN NUMBER     PROPERTY NAME     BALANCE ($)      INSURANCE LOAN    LOAN SELLER
--------------------------------------------------------------------------------
        N/A               N/A            N/A               N/A               N/A







                                       1
<PAGE>

                                                                    SCHEDULE III

                           STRIP CALCULATION SCHEDULE


          DISTRIBUTION DATE                                     RATE
          -----------------                                     ----

          05/10/2004                                          5.67165
          06/10/2004                                          5.83767
          07/10/2004                                          5.67147
          08/10/2004                                          5.83745
          09/10/2004                                          5.83736
          10/10/2004                                          5.67122
          11/10/2004                                          5.83713
          12/10/2004                                          5.67105
          01/10/2005                                          5.67095
          02/10/2005                                          5.67087
          03/10/2005                                          5.67127
          04/10/2005                                          5.83653
          05/10/2005                                          5.67029
          06/10/2005                                          5.83667
          07/10/2005                                          5.67011
          08/10/2005                                          5.83645
          09/10/2005                                          5.83635
          10/10/2005                                          5.66988
          11/10/2005                                          5.83614
          12/10/2005                                          5.66972
          01/10/2006                                          5.66963
          02/10/2006                                          5.66698
          03/10/2006                                          5.66201
          04/10/2006                                          5.84108
          05/10/2006                                          5.66483
          06/10/2006                                          5.84096
          07/10/2006                                          5.66472
          08/10/2006                                          5.84083
          09/10/2006                                          5.84078
          10/10/2006                                          5.66456
          11/10/2006                                          5.84065
          12/10/2006                                          5.66444
          01/10/2007                                          5.66438
          02/10/2007                                          5.66432
          03/10/2007                                          5.66493
          04/10/2007                                          5.84028
          05/10/2007                                          5.66197
          06/10/2007                                          5.84305
          07/10/2007                                          5.66185
          08/10/2007                                          5.84293
          09/10/2007                                          5.84287
          10/10/2007                                          5.66169

                                       1
<PAGE>

          DISTRIBUTION DATE                                     RATE
          -----------------                                     ----

          11/10/2007                                          5.84275
          12/10/2007                                          5.66157
          01/10/2008                                          5.84262
          02/10/2008                                          5.66144
          03/10/2008                                          5.66163
          04/10/2008                                          5.84289
          05/10/2008                                          5.66177
          06/10/2008                                          5.84276
          07/10/2008                                          5.66164
          08/10/2008                                          5.84262
          09/10/2008                                          5.84254
          10/10/2008                                          5.66141
          11/10/2008                                          5.84237
          12/10/2008                                          5.66125
          01/10/2009                                          5.66115
          02/10/2009                                          5.67061
          03/10/2009                                          5.69222
          04/10/2009                                          5.87897
          05/10/2009                                          5.70686
          06/10/2009                                          5.88858
          07/10/2009                                          5.70666
          08/10/2009                                          5.88837
          09/10/2009                                          5.88827
          10/10/2009                                          5.70636
          11/10/2009                                          5.88805
          12/10/2009                                          5.70615
          01/10/2010                                          5.70603
          02/10/2010                                          5.70687
          03/10/2010                                          5.70764
          04/10/2010                                          5.88841
          05/10/2010                                          5.70651
          06/10/2010                                          5.88817
          07/10/2010                                          5.70628
          08/10/2010                                          5.88792
          09/10/2010                                          5.88781
          10/10/2010                                          5.70593
          11/10/2010                                          5.88755
          12/10/2010                                          5.70569
          1/10/2011                                           5.70556
          2/10/2011                                           5.70544
          3/10/2011                                           5.71416
          4/10/2011                                           5.89239

                                       2
<PAGE>

                                                                     SCHEDULE IV

                              BROKER STRIP SCHEDULE


                                  CUT-OFF DATE    SUB-SERVICING
 LOAN NUMBER     PROPERTY NAME     BALANCE ($)         FEE        LOAN SELLER
--------------------------------------------------------------------------------
     N/A              N/A              N/A             N/A            N/A














                                       1
<PAGE>

                                                                      SCHEDULE V

                         SPECIFIED EARNOUT RESERVE LOANS

<TABLE>
<CAPTION>
                                                                  CUT-OFF DATE
LOAN NUMBER      PROPERTY NAME                                    BALANCE ($)       LOAN SELLER
-----------------------------------------------------------------------------------------------
<S>              <C>                                              <C>               <C>
DBM19433         Countryside Apartments                           $34,000,000       GACC
43883            Overland Plaza                                   $17,000,000       GMACCM
42829            Golden Wheel Manufactured Housing Community      $12,021,504       GMACCM
43916            6222 Wilshire Blvd.                              $11,060,210       GMACCM
DBM19752         Patrick Henry Corporate Center                    $8,650,000       GACC
43422            Bella Vista Apartments                            $6,280,787       GMACCM
</TABLE>



                                       1