<PAGE>

                                                               EXECUTION VERSION


                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.,
                                   DEPOSITOR,

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

                             LENNAR PARTNERS, INC.,
   SPECIAL SERVICER WITH RESPECT TO ALL MORTGAGE LOANS OTHER THAN THE AFR/BANK
                        OF AMERICA PORTFOLIO WHOLE LOAN,

                           MIDLAND LOAN SERVICES, INC.
            AS SPECIAL SERVICER OF THE AFR/BANK OF AMERICA PORTFOLIO
                                   WHOLE LOAN,

                       LASALLE BANK NATIONAL ASSOCIATION,
                                     TRUSTEE

                                       AND

                               ABN AMRO BANK N.V.,
                                  FISCAL AGENT



                         POOLING AND SERVICING AGREEMENT



                          DATED AS OF DECEMBER 1, 2003

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


               $1,333,648,872 (EXCLUDING CLASS S-AFR CERTIFICATES)
                      $100,000,000 CLASS S-AFR CERTIFICATES
                       MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2003-C3


<PAGE>


                                TABLE OF CONTENTS



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ARTICLE I             DEFINITIONS................................................................................8

         Section 1.01          Defined Terms.....................................................................8

         Section 1.02          Certain Calculations............................................................108

ARTICLE II            CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES..........................109

         Section 2.01          Establishment of Trust; Conveyance of Mortgage Loans............................109

         Section 2.02          Acceptance by Trustee...........................................................113

         Section 2.03          Mortgage Loan Sellers' Repurchase or Substitution of Mortgage Loans for
                               Defects in Mortgage Files and Breaches of Representations and
                               Warranties......................................................................117

         Section 2.04          Issuance of Class R-I Certificates; Creation of REMIC I Regular
                               Interests.......................................................................121

         Section 2.05          Conveyance of REMIC I Regular Interests; Acceptance of REMIC II
                               by the Trustee..................................................................121

         Section 2.06          Issuance of Class R-II Certificates; Creation of REMIC II Regular
                               Interest........................................................................122

         Section 2.07          Conveyance of REMIC II Regular Interests; Acceptance of REMIC
                               III by Trustee..................................................................122

         Section 2.08          Issuance of REMIC III Certificates..............................................122

ARTICLE III           ADMINISTRATION AND SERVICING OF THE TRUST FUND...........................................123

         Section 3.01          Servicing and Administration of the Mortgage Loans..............................123

         Section 3.02          Collection of Mortgage Loan and Serviced Companion Loan Payments................127

         Section 3.03          Collection of Taxes, Assessments and Similar Items;
                               Servicing Accounts and Reserve Accounts.........................................128

         Section 3.04          Certificate Account, Distribution Account, Class S-AFR
                               Sub-Account Interest Reserve Account and Serviced Whole Loan
                               Custodial Accounts..............................................................130

         Section 3.05          Permitted Withdrawals From the Certificate Account, the Distribution Account,
                               the Class S-AFR Sub-Account, the Interest Reserve Account, the Excess
                               Liquidation Proceeds Reserve Account and Serviced Whole Loan
                               Custodial Accounts; Establishment of Serviced Companion
                               Loan Distribution Accounts......................................................137

         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..............................................................149
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         Section 3.07          Maintenance of Insurance Policies; Errors and Omissions
                               and Fidelity Coverage...........................................................150

         Section 3.08          Enforcement of Due-On-Sale Clauses; Assumption Agreements;
                               Subordinate Financing; Defeasance...............................................154

         Section 3.09          Realization Upon Defaulted Mortgage Loans.......................................158

         Section 3.10          Trustee to Cooperate; Release of Mortgage Files.................................161

         Section 3.11          Servicing Compensation; Nonrecoverable Servicing Advances.......................162

         Section 3.12          Inspections; Collection of Financial Statements.................................168

         Section 3.13          Annual Statement as to Compliance...............................................169

         Section 3.14          Reports by Independent Public Accountants.......................................169

         Section 3.15          Access to Certain Information...................................................170

         Section 3.16          Title to REO Property; REO Account..............................................170

         Section 3.17          Management of REO Property; Independent Contractors.............................172

         Section 3.18          Sale of Defaulted Mortgage Loans................................................174

         Section 3.19          Sale of REO Property............................................................180

         Section 3.20          Additional Obligations of the Master Servicer and the Special
                               Servicer........................................................................181

         Section 3.21          Modifications, Waivers, Amendments and Consents.................................185

         Section 3.22          Transfer of Servicing Between Master Servicer and Special
                               Servicer; Record Keeping........................................................189

         Section 3.23          Sub-Servicing Agreements........................................................190

         Section 3.24          Designation of Special Servicer by the Majority Certificateholder of
                               the Controlling Class...........................................................192

         Section 3.25          Lock-Box Accounts and Servicing Accounts........................................197

         Section 3.26          Representations and Warranties of the Master Servicer and
                               the Special Servicer............................................................197

         Section 3.27          Third-Party Beneficiaries.......................................................201

         Section 3.28          Certain Matters Relating to the Mall at Millenia Whole Loan, the Wells Fargo
                               Tower Whole Loan and the Geneva Commons Whole Loan..............................202

         Section 3.29          AFR/Bank of America Portfolio Control Rights....................................203

         Section 3.30          AFR/Bank of America Portfolio B Note Intercreditor Matters......................207

         Section 3.31          Serviced Companion Loan Intercreditor Matters...................................210

         Section 3.32          Matters relating to the 609 Fifth Avenue Companion Loans........................213
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         Section 3.33          Removal of Special Servicer by Directing Certificateholder......................214

ARTICLE IV            PAYMENTS TO CERTIFICATEHOLDERS AND RELATED MATTERS.......................................215

         Section 4.01          Distributions...................................................................215

         Section 4.02          Statements to Certificateholders; Certain Reports by the
                               Master Servicer and the Special Servicer........................................233

         Section 4.03          Delinquency Advances............................................................243

         Section 4.04          Allocation of Realized Losses and Additional Trust Fund Expenses................251

         Section 4.05          Statements to Serviced Companion Loan Holders...................................253

ARTICLE V             THE CERTIFICATES.........................................................................254

         Section 5.01          The Certificates................................................................254

         Section 5.02          Registration of Transfer and Exchange of Certificates...........................255

         Section 5.03          Book-Entry Certificates.........................................................260

         Section 5.04          Mutilated, Destroyed, Lost or Stolen Certificates...............................261

         Section 5.05          Persons Deemed Owners...........................................................262

ARTICLE VI            THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER..............................262

         Section 6.01          Liability of the Depositor, the Master Servicer and the
                               Special Servicer................................................................262

         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................................................................262

         Section 6.03          Limitation on Liability of the Depositor, the Master
                               Servicer, the Special Servicer and Others.......................................263

         Section 6.04          Depositor, Master Servicer and Special
                               Servicer Not to Resign..........................................................264

         Section 6.05          Rights of the Depositor in Respect of the Master Servicer
                               and the Special Servicer........................................................265

         Section 6.06          Removal Without Cause and Appointment of Successor Special
                               Servicer for AFR/Bank of America Portfolio
                               Whole Loan......................................................................265

ARTICLE VII           DEFAULT..................................................................................267

         Section 7.01          Events of Default...............................................................267

         Section 7.02          Trustee to Act; Appointment of Successor........................................270
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         Section 7.03          Notification to Certificateholders..............................................271

         Section 7.04          Waiver of Events of Default.....................................................272

ARTICLE VIII          CONCERNING THE TRUSTEE, THE FISCAL AGENT AND THE SERVICED COMPANION LOAN PAYING AGENT....272

         Section 8.01          Duties of the Trustee and The Fiscal Agent......................................272

         Section 8.02          Certain Matters Affecting the Trustee
                               and the Fiscal Agent............................................................273

         Section 8.03          Trustee and Fiscal Agent Not Liable for Validity or Sufficiency of
                               Certificates or Mortgage Loans..................................................275

         Section 8.04          Trustee and Fiscal Agent May Own Certificates...................................275

         Section 8.05          Fees and Expenses of Trustee; Indemnification of Trustee and the Fiscal
                               Agent...........................................................................275

         Section 8.06          Eligibility Requirements for Trustee and Fiscal Agent...........................276

         Section 8.07          Resignation and Removal of the Trustee and the Fiscal Agent.....................277

         Section 8.08          Successor Trustee and Fiscal Agent..............................................278

         Section 8.09          Merger or Consolidation of Trustee and Fiscal Agent.............................278

         Section 8.10          Appointment of Co-Trustee or Separate Trustee...................................278

         Section 8.11          Appointment of Custodians.......................................................280

         Section 8.12          Access to Certain Information...................................................280

         Section 8.13          Representations and Warranties of the Trustee...................................282

         Section 8.14          Filings with the Securities and Exchange Commission.............................283

         Section 8.15          Fiscal Agent Termination Event..................................................285

         Section 8.16          Procedure Upon Termination Event................................................286

         Section 8.17          Serviced Companion Loan Paying Agent............................................286

         Section 8.18          Serviced Companion Loan Holder Register.........................................287

ARTICLE IX            TERMINATION..............................................................................288

         Section 9.01          Termination Upon Repurchase or Liquidation of All Mortgage Loans................288

         Section 9.02          Additional Termination Requirements.............................................292

ARTICLE X             ADDITIONAL REMIC PROVISIONS..............................................................293

         Section 10.01         REMIC Administration............................................................293

         Section 10.02         Depositor, Master Servicer, Special Servicer, Fiscal Agent
                               and Trustee to Cooperate........................................................296

         Section 10.03         Grantor Trust Administration....................................................296
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ARTICLE XI            MISCELLANEOUS PROVISIONS.................................................................298

         Section 11.01         Amendment.......................................................................298

         Section 11.02         Recordation of Agreement; Counterparts..........................................300

         Section 11.03         Limitation on Rights of Certificateholders......................................301

         Section 11.04         GOVERNING LAW...................................................................302

         Section 11.05         Notices.........................................................................302

         Section 11.06         Severability of Provisions......................................................303

         Section 11.07         Grant of a Security Interest....................................................303

         Section 11.08         No Partnership..................................................................303

         Section 11.09         Successors and Assigns; Beneficiaries...........................................304

         Section 11.10         Article and Section Headings....................................................304

         Section 11.11         Notices to the Rating Agencies..................................................304
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<PAGE>






                                    EXHIBITS

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 A-1A Certificate                      A-11-1
Exhibit A-12        Form of Class F Certificate                         A-12-1
Exhibit A-13        Form of Class G Certificate                         A-13-1
Exhibit A-14        Form of Class H Certificate                         A-14-1
Exhibit A-15        Form of Class J Certificate                         A-15-1
Exhibit A-16        Form of Class K Certificate                         A-16-1
Exhibit A-17        Form of Class L Certificate                         A-17-1
Exhibit A-18        Form of Class M Certificate                         A-18-1
Exhibit A-19        Form of Class N Certificate                         A-19-1
Exhibit A-20        Form of Class O Certificate                         A-20-1
Exhibit A-21        Form of Class P Certificate                         A-21-1
Exhibit A-22        Form of Class S-AFR-1 Certificate                   A-22-1
Exhibit A-23        Form of Class S-AFR-2 Certificate                   A-23-1
Exhibit A-24        Form of Class S-AFR-3 Certificate                   A-24-1
Exhibit A-25        Form of Class S-AFR-4 Certificate                   A-25-1
Exhibit A-26        Form of Class R-I Certificate                       A-26-1
Exhibit A-27        Form of Class R-II Certificate                      A-27-1
Exhibit A-28        Form of Class R-III Certificate                     A-28-1
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

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<PAGE>


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


                                      -ii-

<PAGE>


                                    SCHEDULES

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
Schedule VI         Additional Servicing Fee Schedule                Sch. VI-1



                                      -iii-

<PAGE>



         This Pooling and Servicing Agreement (this "Agreement"), is dated and
effective as of December 1, 2003, among GMAC COMMERCIAL MORTGAGE SECURITIES,
INC., as Depositor, GMAC COMMERCIAL MORTGAGE CORPORATION, as Master Servicer and
Serviced Companion Loan Paying Agent, LENNAR PARTNERS, INC., as Special Servicer
with respect to all Mortgage Loans other than the AFR/Bank of America Portfolio
Whole Loan, MIDLAND LOAN SERVICES, INC., as Special Servicer with respect to the
AFR/Bank of America Portfolio Whole Loan, LASALLE BANK NATIONAL ASSOCIATION, as
Trustee and ABN AMRO BANK N.V., as Fiscal Agent.

                             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, other than the AFR/Bank of America
Portfolio B Note, is approximately $1,333,648,872, and the aggregate principal
balance of the AFR/Bank of America Portfolio B Note is $100,000,000.

         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.



<PAGE>


                          REMIC II                      Initial Uncertificated
Designation               Remittance Rate               Principal Balance
LA-1-1                      Variable (*)                    $9,781,000
LA-1-2A                     Variable (*)                   $24,360,000
LA-1-2B                     Variable (*)                   $27,845,000
LA-1-2C                     Variable (*)                   $27,732,000
LA-1-2D                     Variable (*)                   $14,171,000
LA-1-2-M                    Variable (*)                   $75,451,000
LA-2-A                      Variable (*)                   $12,836,000
LA-2-B                      Variable (*)                   $26,951,000
LA-2-C                      Variable (*)                   $25,821,000
LA-2-D                      Variable (*)                   $39,167,000
LA-2-E                      Variable (*)                    $9,590,000
LA-3-A                      Variable (*)                   $67,084,000
LA-3-B                      Variable (*)                   $23,036,000
LA-3-C                      Variable (*)                   $22,088,000
LA-3-D                      Variable (*)                   $88,414,000
LA-3-E                      Variable (*)                   $47,278,000
LA-4-A                      Variable (*)                   $59,647,000
LA-4-B                      Variable (*)                  $348,454,000
LA1-1                       Variable (*)                    $1,656,000
LA1-2-A                     Variable (*)                    $4,759,000
LA1-2-B                     Variable (*)                    $5,292,000
LA1-2-C                     Variable (*)                    $5,280,000
LA1-2-D                     Variable (*)                    $5,056,000
LA1-2-E                     Variable (*)                    $5,044,000
LA1-2-F                     Variable (*)                    $4,828,000
LA1-2-G                     Variable (*)                   $19,176,000
LA1-2-H                     Variable (*)                   $54,990,000
LA1-2-I                     Variable (*)                    $2,892,000
LA1-2-J                     Variable (*)                    $2,764,000
LA1-2-K                     Variable (*)                    $2,732,000
LA1-2-L                     Variable (*)                   $36,085,000
LB                          Variable (*)                   $41,676,000
LC                          Variable (*)                   $16,671,000
LD                          Variable (*)                   $30,007,000
LE                          Variable (*)                   $21,672,000
LF-A                        Variable (*)                    $7,438,000
LF-B                        Variable (*)                    $7,821,000
LF-C                        Variable (*)                    $6,863,000
LF-D                        Variable (*)                    $1,217,000


                                       2
<PAGE>

                          REMIC II                      Initial Uncertificated
Designation               Remittance Rate               Principal Balance
LG-A                        Variable (*)                    $4,176,000
LG-B                        Variable (*)                    $8,462,000
LG-C                        Variable (*)                      $698,000
LH-A                        Variable (*)                      $363,000
LH-B                        Variable (*)                   $10,632,000
LH-C                        Variable (*)                    $5,676,000
LJ-A                        Variable (*)                    $2,664,000
LJ-B                        Variable (*)                   $10,672,000
LK-A                        Variable (*)                    $8,336,000
LL-A                        Variable (*)                    $6,220,000
LL-B                        Variable (*)                      $448,000
LM                          Variable (*)                   $10,002,000
LN                          Variable (*)                    $5,001,000
LO                          Variable (*)                    $5,002,000
LP                          Variable (*)                   $21,671,872
LS-AFR1                        Fixed                       $10,000,000
LS-AFR2                        Fixed                       $22,000,000
LS-AFR3                        Fixed                       $22,000,000
LS-AFR4                        Fixed                       $46,000,000

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

                           Certificate              Initial Class
    Designation            Pass-Through Rate        Principal Balance
    -----------------------------------------------------------------
    Class A-1              3.400%(1)               $103,889,000
    Class A-2              4.223%(1)               $114,365,000
    Class A-3              4.646%(1)               $247,900,000

----------------
1.  The Pass-Through Rate is a fixed rate.

                                       3
<PAGE>

                           Certificate              Initial Class
    Designation            Pass-Through Rate        Principal Balance
    -----------------------------------------------------------------
    Class A-4                 5.023%(1)              $408,101,000
    Class B                   5.118%(2)               $41,676,000
    Class C                   5.167%(2)               $16,671,000
    Class D                   5.223%(2)               $30,007,000
    Class E                   5.307%(2)               $21,672,000
    Class X-1                   N/A(3)                     N/A(4)
    Class X-2                   N/A(3)                     N/A(5)
    Class A-1A                4.525%(1)              $226,005,000
    Class F                   5.533%(2)               $23,339,000
    Class G                   5.517%(2)               $13,336,000
    Class H                   5.732%(6)               $16,671,000
    Class J                   5.336%(7)               $13,336,000
    Class K                   5.336%(7)                $8,336,000
    Class L                   5.336%(7)                $6,668,000
    Class M                   5.336%(7)               $10,002,000
    Class N                   5.336%(7)                $5,001,000
    Class O                   5.336%(7)                $5,002,000
    Class P                   5.336%(7)               $21,671,872
    Class S-AFR1                    (8)               $10,000,000
    Class S-AFR2                    (8)               $22,000,000
    Class S-AFR3                    (8)               $22,000,000

----------------------
1.   Initial Pass-Through Rate. The Pass-Through Rate is a fixed rate.
2.   Initial Pass-Through Rate. The Pass-Through Rate is the lesser of the fixed
     rate and the Weighted Average Net Mortgage Rate.
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 have an original X-1 Notional Amount of
     $1,333,648,872. The Class X-1 Certificates will not have a Certificate
     Principal Balance and will not be entitled to any distribution of
     certificate principal.
5.   The Class X-2 Certificates will have an original Class X-2 Notional Amount
     of $1,280,535,000. The Class X-2 Certificates will not have a Certificate
     Principal Balance and will not be entitled to any distribution of
     principal.
6.   Initial Pass-Through Rate. The Pass-Through Rate is equal to the Weighted
     Average Net Mortgage Rate.
7.   The Pass Through Rate is equal to the lesser of (a) 5.336% and (b) the
     Weighted Average Net Mortgage Rate.
8.   The Pass-Through Rate is equal to the Net Mortgage Rate for the AFR/Bank of
     America Portfolio B Note.


                                       4
<PAGE>


                           Certificate              Initial Class
    Designation            Pass-Through Rate        Principal Balance
    -----------------------------------------------------------------
    Class S-AFR4                    (8)               $46,000,000

         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 AFR/Bank of America Portfolio B Note is represented in certificated
form by the Class S-AFR Certificates. The Class S-AFR Certificates are
sub-divided into four (4) portions, in the original principal amounts of
$10,000,000 for the Class S-AFR1 Certificates, $22,000,000 for the Class S-AFR2
Certificates, $22,000,000 for the Class S-AFR3 Certificates and $46,000,000 for
the Class S-AFR4 Certificates, respectively (collectively, the "Class S-AFR
Certificates").

         The Mortgaged Property that secures the Mortgage Loan identified as
loan number 1 on the Mortgage Loan Schedule (collectively, the "AFR/Bank of
America Portfolio Mortgage Loan"), also secures three (3) 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 this 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 2 on the Mortgage Loan Schedule (the "Water Tower Place Mortgage
Loan"), also secures four (4) separate pari passu mortgage loans to the same
Mortgagor (collectively, the "Water Tower Place Companion Loans"). The Water
Tower Place Mortgage Loan and the Water Tower Place Companion Loans are
collectively referred to herein as the "Water Tower Place Whole Loan" and will
be serviced pursuant to this Agreement and the Water Tower Place Intercreditor
Agreement.



                                       5
<PAGE>

         The Mortgaged Property that secures the Mortgage Loan identified as
loan number 3 on the Mortgage Loan Schedule (the "Mall at Millenia Mortgage
Loan"), also secures three (3) separate pari passu mortgage loans to the same
Mortgagor (the "Mall at Millenia Companion Loans") and one additional mortgage
note (the "Mall at Millenia B Note") which is subordinate to the Mall at
Millenia Mortgage Loan and the Mall at Millenia Companion Loans. Two (2) of the
Mall at Millenia Companion Loans and the Mall at Millenia B Note are owned by
the trust fund established pursuant to a Pooling and Servicing Agreement (the
"2003-IQ4 Pooling and Servicing Agreement"), dated as of June 1, 2003, among
Morgan Stanley Capital I Inc., as depositor (such depositor, the "2003-IQ4
Depositor"), GMAC Commercial Mortgage Corporation, as initial master servicer
(such master servicer or any successor thereto, the "2003-IQ4 Master Servicer"),
Midland Loan Services, Inc., as initial special servicer (such special servicer
or any successor thereto, the "2003-IQ4 Special Servicer"), and Wells Fargo Bank
Minnesota, N.A., as the initial trustee, paying agent and certificate registrar
(such trustee, paying agent and certificate registrar or any successor thereto,
the "2003-IQ4 Trustee"). The other Mall at Millenia Companion Loan is currently
held by Morgan Stanley Mortgage Capital Inc. The Mall at Millenia Mortgage Loan,
the Mall at Millenia Companion Loans and the Mall at Millenia B Note are
collectively referred to herein as the "Mall at Millenia Whole Loan" and will be
serviced pursuant to the 2003-IQ4 Pooling and Servicing Agreement, the Mall at
Millenia A Notes Intercreditor Agreement and the Mall at Millenia Agreement
Among Noteholders.

         The Mortgaged Property that secures the Mortgage Loan identified as
loan number 4 on the Mortgage Loan Schedule (the "Wells Fargo Tower Mortgage
Loan"), also secures six (6) separate pari passu mortgage loans to the same
Mortgagor (collectively, the "Wells Fargo Tower Companion Loans", and, together
with the Wells Fargo Tower Mortgage Loan, the "Wells Fargo Tower Whole Loan").
Two (2) of the Wells Fargo Tower Companion Loans will be initially owned by
Morgan Stanley Capital Inc. The other four (4) Wells Fargo Tower Companion Loans
will be initially owned by Greenwich Capital Financial Products, Inc., and it is
anticipated that two (2) of these other Wells Fargo Tower Companion Loans will
be deposited into the trust fund to be established pursuant to a Pooling and
Servicing Agreement (the "Greenwich Commercial Mortgage Trust 2003-C2 Pooling
and Servicing Agreement"), anticipated to close in December 2003, among
Greenwich Capital Commercial Funding Corp., as depositor, Wachovia Bank,
National Association, as the anticipated initial master servicer (such master
servicer or any successor thereto, the "Greenwich Commercial Mortgage Trust
2003-C2 Master Servicer"), Lennar Partners, Inc., as the anticipated initial
special servicer (such special servicer or any successor thereto, the "Greenwich
Commercial Mortgage Trust 2003-C2 Special Servicer"), LaSalle Bank National
Association, as the anticipated initial trustee (such trustee or any successor
thereto, the "Greenwich Commercial Mortgage Trust 2003-C2 Trustee") and ABN AMRO
Bank N.V., as the anticipated initial fiscal agent (such fiscal agent or any
successor thereto, the "Greenwich Commercial Mortgage Trust 2003-C2 Fiscal
Agent").

         Prior to the Greenwich Commercial Mortgage Trust 2003-C2 Commercial
Mortgage Pass-Through Certificates, Series 2003-C2 securitization, the Wells
Fargo Tower Mortgage Loan and the Wells Fargo Tower Companion Loans will be
serviced and administered pursuant to an interim servicing agreement (the "Wells
Fargo Tower Whole Loan Interim Servicing Agreement") by and among Greenwich
Capital Financial Products, Inc., Morgan Stanley Mortgage Capital Inc., Wachovia
Bank, National Association and Lennar Partners, Inc. and the Wells Fargo Tower
Co-Lender Agreement. After the Greenwich Commercial Mortgage Trust



                                       6
<PAGE>


2003-C2 Commercial Mortgage Pass-Through Certificates, Series 2003-C2
securitization, the Wells Fargo Tower Mortgage Loan and the Wells Fargo Tower
Companion Loans will be serviced and administered pursuant to the Greenwich
Commercial Mortgage Trust 2003-C2 Pooling and Servicing Agreement and the Wells
Fargo Tower Co-Lender Agreement. References herein to the Greenwich Mortgage
Trust 2003-C2 Master Servicer shall include, as applicable, Wachovia Bank,
National Association, as servicer of the Wells Fargo Tower Whole Loan pursuant
to the Wells Fargo Tower Whole Loan Interim Servicing Agreement.

         The Mortgaged Property that secures the Mortgage Loan identified as
loan number 6 on the Mortgage Loan Schedule (the "609 Fifth Avenue Mortgage
Loan"), also secures two (2) separate pari passu mortgage loans to the same
Mortgagor (the "609 Fifth Avenue Companion Loans"). The 609 Fifth Avenue
Mortgage Loan and the 609 Fifth Avenue Companion Loans are collectively referred
to herein as the "609 Fifth Avenue Whole Loan" and will be serviced pursuant to
this Agreement and the 609 Fifth Avenue Intercreditor Agreement.

         The Mortgaged Property that secures the Mortgage Loan identified as
loan number 7 on the Mortgage Loan Schedule (the "5 Houston Center Mortgage Loan
Mortgage Loan"), also secures one (1) separate pari passu mortgage loan to the
same Mortgagor (the "5 Houston Center Companion Loan"). The 5 Houston Center
Mortgage Loan and the 5 Houston Center Companion Loan are collectively referred
to herein as the "5 Houston Center Whole Loan" and will be serviced pursuant to
this Agreement and the 5 Houston Center Intercreditor Agreement.

         The Mortgaged Property that secures the Mortgage Loan identified as
loan number 14 on the Mortgage Loan Schedule (the "Geneva Commons Mortgage
Loan"), also secures one separate pari passu mortgage loan to the same Mortgagor
(the "Geneva Commons Companion Loan") that is owned by the trust fund
established pursuant to a Pooling and Servicing Agreement (the "GMACCM 2003-C2
Pooling and Servicing Agreement"), dated as of August 1, 2003, among GMAC
Commercial Mortgage Securities, Inc., as depositor, GMAC Commercial Mortgage
Corporation, as initial master servicer (such master servicer or any successor
thereto, the "GMACCM 2003-C2 Master Servicer"), GMAC Commercial Mortgage
Corporation, as initial special servicer (such initial special servicer or any
successor thereto, the "GMACCM 2003-C2 Special Servicer"), and Wells Fargo Bank
Minnesota, National Association, as the initial trustee (such trustee or any
successor thereto, the "GMACCM 2003-C2 Trustee"). The Geneva Commons Mortgage
Loan and the Geneva Commons Companion Loan are collectively referred to herein
as the "Geneva Commons Whole Loan" and will be serviced pursuant to the GMACCM
2003-C2 Pooling and Servicing Agreement and the Geneva Commons Intercreditor
Agreement.

         As and to the extent provided herein, the AFR/Bank of America Portfolio
Whole Loan, the Water Tower Place Whole Loan, the 609 Fifth Avenue Whole Loan
and the 5 Houston Center Whole Loan (collectively, the "Serviced Whole Loans")
will be serviced and administered in accordance with this Agreement.
Accordingly, the AFR/Bank of America Portfolio Companion Loans, the Water Tower
Place Companion Loans, the 609 Fifth Avenue Companion Loans and the 5 Houston
Center Companion Loan (collectively the "Serviced Companion Loans") will be
serviced and administered in accordance with this Agreement. Amounts
attributable to Serviced Companion Loans will not be an asset of the Trust Fund,


                                       7
<PAGE>


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
Companion Loan Paying Agent and the Fiscal 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.

         "2003-IQ4 Depositor": As defined in the Preliminary Statement.

         "2003-IQ4 Pooling and Servicing Agreement": As defined in the
Preliminary Statement.

         "2003-IQ4 Master Servicer": As defined in the Preliminary Statement.

         "2003-IQ4 Special Servicer": As defined in the Preliminary Statement.
The 2003-IQ4 Special Servicer is sub-servicing the Mall at Millenia Whole Loan.

         "2003-IQ4 Trustee": As defined in the Preliminary Statement.

         "2003-IQ6 Master Servicer": The master servicer for the 2003-IQ6
transaction, as will be designated in the 2003-IQ6 Pooling and Servicing
Agreement, and is anticipated to be Wells Fargo Bank Minnesota, N.A., as general
master servicer and NCB, FSB as NCB master servicer.

         "2003-IQ6 Pooling and Servicing Agreement": The pooling and servicing
agreement anticipated to close in December 2003, relating to the issuance of
Commercial Mortgage Pass-Through Certificates, Series 2003-IQ6, by the related
trust on behalf of the related depositor, Morgan Stanley Capital I Inc. It is
anticipated that the parties to the 2003-IQ6 Pooling and Servicing Agreement
will be Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, National
Association, as master servicer, ARCap Servicing, Inc., as special servicer,
NCB, FSB as NCB master servicer, National Consumer Cooperative Bank, as co-op
special servicer, LaSalle Bank National Association, as trustee, ABN AMRO Bank
N.V., as fiscal agent, and Wells Fargo Bank Minnesota, N.A., as paying agent and
certificate registrar. It is anticipated that the 609 Fifth Avenue Companion
Loans will be securitized in the securitization relating to the 2003-IQ6 Pooling
and Servicing Agreement.


                                       8
<PAGE>


         "2003-IQ6 Special Servicer": The special servicer for the 2003-IQ6
transaction, as will be designated in the 2003-IQ6 Pooling and Servicing
Agreement, and is anticipated as being ARCap Servicing, Inc.

         "2003-IQ6 Trustee": The trustee for the 2003-IQ6 transaction, as will
be designated in the 2003-IQ6 Pooling and Servicing Agreement, and is
anticipated as being LaSalle Bank National Association.

         "5 Houston Center Intercreditor Agreement": with respect to the 5
Houston Center Mortgage Loan and the 5 Houston Center Companion Loan, that
certain A Notes Intercreditor Agreement, dated as of December 1, 2003, by and
among Goldman Sachs Mortgage Company, as the A1 Noteholder and Goldman Sachs
Mortgage Company, as the A2 Noteholder, as amended from time to time.

         "5 Houston Center Companion Loan Holder": Any holder of a 5 Houston
Center Companion Loan.

         "5 Houston Center Companion Loan": As defined in the Preliminary
Statement.

         "5 Houston Center Mortgage Loan": As defined in the Preliminary
Statement.

         "5 Houston Center Whole Loan": As defined in the Preliminary Statement.

         "609 Fifth Avenue Companion Loans": As defined in the Preliminary
Statement.

         "609 Fifth Avenue Companion Loan Holder": Any holder of a 609 Fifth
Avenue Companion Loan.

         "609 Fifth Avenue Intercreditor Agreement": With respect to the 609
Fifth Avenue Mortgage Loan and the 609 Fifth Avenue Companion Loans, that
certain co-lender agreement, dated as of December 18, 2003, by and among the
holder of the 609 Fifth Avenue Mortgage Loan and the holder of the 609 Fifth
Avenue Companion Loans, as amended from time to time in accordance with its
terms.

         "609 Fifth Avenue Mezzanine Intercreditor Agreement": With respect to
the 609 Fifth Avenue Whole Loan and the related mezzanine debt, that certain
mezzanine intercreditor agreement by and among the holder of the 609 Fifth
Avenue Whole Loan and the 609 Fifth Avenue Mezzanine Lender, as amended from
time to time in accordance with its terms.

         "609 Fifth Avenue Mezzanine Lender": SLG 609 Funding LLC, or its
successor in interest under the 609 Fifth Avenue Mezzanine Intercreditor
Agreement.

         "609 Fifth Avenue Mortgage Loan": As defined in the Preliminary
Statement.

         "609 Fifth Avenue Whole Loan": As defined in the Preliminary Statement.

         "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



                                       9
<PAGE>


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

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

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

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

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

         "Additional Servicing Fee Schedule": Schedule VI hereto.

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

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

         "Advance": Any Delinquency Advance or Servicing Advance.

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



                                       10
<PAGE>

         "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.

         "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 B Note Holder": The Trust, as holder of
the Mortgage Note for the AFR/Bank of America Portfolio B Note.

         "AFR/ Bank of America Portfolio B Note Available Distribution Amount":
With respect to any Distribution Date, an amount equal to the sum of all
payments and other collections on or with respect to the AFR/Bank of America
Portfolio B Note and any related portion of the related REO Properties,
including (without duplication):

         (a) the aggregate amount relating to the Trust Fund in respect of such
Mortgage Loan on deposit in the Class S-AFR Sub-Account (exclusive of any
investment income contained therein) as of the close of business on the related
Delinquency Advance Date, exclusive of (without duplication):

         (i) all Monthly Payments paid by the related Mortgagor that are due on
a Due Date following the end of the related Collection Period;

         (ii) all Principal Prepayments (together with any related payments of
interest allocable to the period following the Due Date for such Mortgage Loan
during the related Collection Period), Liquidation Proceeds, Insurance Proceeds
and the other unscheduled recoveries received after the end of the related
Collection Period;



                                       11
<PAGE>

         (iii) all amounts payable or reimbursable to any Person pursuant to
clauses (iii) and (iv) of Section 3.05(b) in respect of such Mortgage Loan;

         (iv) all Prepayment Premiums received in respect of such Mortgage Loan;
and

         (v) all amounts deposited in respect of such Mortgage Loan in the Class
S-AFR Sub-Account, in error;

         (b) if and to the extent not already included in clause (a) hereof, the
aggregate amount transferred from an REO Account in respect of such Mortgage
Loan to the Serviced Whole Loan Custodial Account for such Distribution Date
pursuant to Section 3.16(c); and

         (c) the aggregate amount of any Delinquency Advances made by the Master
Servicer, the Trustee or the Fiscal Agent, as applicable, for such Distribution
Date pursuant to Section 4.03 of this Agreement (net of the related Trustee Fee
with respect to such Mortgage Loan).

Notwithstanding the investment of funds held in the Certificate Account pursuant
to Section 3.04 or for purposes of calculating the AFR/Bank of America Portfolio
B Note Available Distribution Amount, the amounts so invested shall be deemed to
remain on deposit in such account.

         "AFR/Bank of America Portfolio B Note Holder Cure Advance": As defined
in Section 3.30(b)(ii).

         "AFR/Bank of America Portfolio B Note Holder Cure Event": As defined in
Section 3.30(b)(iii).

         "AFR/Bank of America Portfolio B Note Holder Cure Right": As defined in
Section 3.30(b)(ii).

         "AFR/Bank of America Portfolio B Note Holder Purchase Right": With
respect to the AFR/Bank of America Portfolio Whole Loan, any right of the
AFR/Bank of America Portfolio B Note Holder to purchase the AFR/Bank of America
Portfolio Pari Passu Loans as provided in Section 3.30(a) hereof and the
AFR/Bank of America Agreement Among Noteholders.

         "AFR/Bank of America Portfolio B Note Holder Purchase Right Period":
With respect to the AFR/Bank of America Portfolio Whole Loan, during the
continuance of a Servicing Transfer Event with respect to the AFR/Bank of
America Portfolio Whole Loan.

         "AFR/Bank of America Portfolio B Note Principal Distribution Amount":
With respect to any Distribution Date, an amount equal to the sum of (a) the
AFR/Bank of America Portfolio B Note Principal Shortfall for such Distribution
Date, (b) the AFR/Bank of America Portfolio B Note Scheduled Principal
Distribution Amount for such Distribution Date and (c) the AFR/Bank of America
Portfolio B Note Unscheduled Principal Distribution Amount for such Distribution
Date.

         "AFR/Bank of America Portfolio B Note Principal Shortfall": For any
Distribution Date after the initial Distribution Date, the amount, if any, by
which (a) the related AFR/Bank of America Portfolio B Note Principal
Distribution Amount for the preceding Distribution Date,



                                       12
<PAGE>


exceeds (b) the aggregate amount distributed in respect of principal on the
Class S-AFR1, Class S-AFR2, Class S-AFR3 and Class S-AFR4 Certificates for such
preceding Distribution Date pursuant to Section 4.01(d) on such preceding
Distribution Date. The AFR/Bank of America Portfolio B Note Principal Shortfall
for the initial Distribution Date will be zero.

         "AFR/Bank of America Portfolio B Note Remittance Amount": With respect
to any Business Day preceding a Distribution Date and the portion of the
Serviced Whole Loan Remittance Amount for the AFR/Bank of America Portfolio
Whole Loan an amount equal to: (a) the aggregate amount of all payments and
other collections on or with respect to the AFR/Bank of America Portfolio B Note
and any collections on any REO Property in respect of the AFR/Bank of America
Portfolio Whole Loan allocable to the AFR/Bank of America Portfolio B Note 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 the applicable 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).

         "AFR/Bank of America Portfolio B Note Scheduled Principal Distribution
Amount": With respect to any Distribution Date and in respect of and the
AFR/Bank of America Portfolio B Note, the aggregate of the principal portions of
(a) any Monthly Payment (excluding a Balloon Payment) due in respect of the
AFR/Bank of America Portfolio B Note during or, if and to the extent not
previously received or advanced pursuant to Section 4.03 of this Agreement in
respect of a preceding Distribution Date, prior to, the related Collection
Period, and any Assumed Monthly Payment for the related Collection Period, in
each case to the extent either (i) paid by the related Mortgagor as of the
Business Day preceding the related Delinquency Advance (and not previously
distributed to Certificateholders) or (ii) advanced by the Master Servicer, the
Trustee or the Fiscal Agent, as applicable, pursuant to Section 4.03 of this
Agreement in respect of such Distribution Date, and (b) any Balloon Payment in
respect of the AFR/Bank of America Portfolio B Note to the extent received
during the related Collection Period, and to the extent not included in clause
(a) above plus any amounts that were used to reimburse Nonrecoverable Advances
(including interest on such Nonrecoverable Advances) from principal collections
on the AFR/Bank of America Portfolio B Note pursuant to Section 3.05(e) hereof
which are subsequently recovered on the AFR/Bank of America Portfolio B Note
with respect to the Distribution Date related to the period in which such
recovery occurs; less the amount of any reimbursements of Nonrecoverable
Advances from principal collections on the AFR/Bank of America Portfolio B Note
pursuant to Section 3.05(e) hereof with respect to such Distribution Date.

         "AFR/Bank of America Portfolio B Note Unscheduled Principal
Distribution Amount": With respect to any Distribution Date, the aggregate of:

         (a) all Principal Prepayments received on the AFR/Bank of America
Portfolio B Note during the related Collection Period; and



                                       13
<PAGE>

         (b) the principal portions of all Liquidation Proceeds, Insurance
Proceeds, and, if applicable, REO Revenues received with respect to the AFR/Bank
of America Portfolio B Note and any REO Loans during the related Collection
Period, but in each case only to the extent that such principal portion
represents a recovery of principal for which no advance was previously made
pursuant to Section 4.03 of this Agreement in respect of a preceding
Distribution Date.

         "AFR/Bank of America Portfolio Borrower Affiliate": Any holder of the
AFR/Bank of America Portfolio B Note or Certificateholder of a Class of Class
S-AFR Certificates that is an Affiliate of the related Mortgagor (including any
holder of an AFR/Bank of America Portfolio B Note or an Affiliate of such a
holder that has made a mezzanine loan to an Affiliate of the related Mortgagor
and has foreclosed on the equity interests in such Mortgagor).

         "AFR/Bank of America Portfolio Change of Control Event": An AFR/Bank of
America Portfolio Change of Control Event shall exist if (a)(1) the initial
principal balance of the AFR/Bank of America Portfolio 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 AFR/Bank of America
Portfolio B Note after the Cut-Off Date, (y) any Appraisal Reduction Amounts for
the AFR/Bank of America Portfolio B Note and (z) any realized losses with
respect to the related AFR/Bank of America Portfolio B Note, is less than (b)
25% of (1) the initial principal balance of the AFR/Bank of America Portfolio B
Note minus (2) any payments of principal (whether as scheduled amortization,
Principal Prepayments or otherwise) allocated to, and received on, the AFR/Bank
of America Portfolio B Note after the Cut-Off Date. For purposes of determining
whether an AFR/Bank of America Portfolio Change of Control Event exists for the
AFR/Bank of America Portfolio Whole Loan, Appraisal Reduction Amounts for the
AFR/Bank of America Portfolio Whole Loan shall be allocated first to the
AFR/Bank of America Portfolio B Note (up to the full principal balance thereof),
and then to the AFR/Bank of America Portfolio A Notes on a pro rata basis
(provided in each case any such Appraisal Reduction Amount shall not be
allocated to the AFR/Bank of America Portfolio B Note to the extent (but only to
the extent) that the principal balance of the AFR/Bank of America Portfolio B
Note, net of such Appraisal Reduction Amounts, would be less than zero).

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

         "AFR/Bank of America Portfolio Companion Loan Majority
Certificateholder": With respect to each AFR/Bank of America Portfolio Companion
Loan, as of any date of determination (i) if such mortgage loan has not been
securitized, the holder thereof and (ii) if such mortgage loan has been
securitized, the party with rights analogous to those of the Majority
Certificateholder of the Controlling Class herein pursuant to any pooling and
servicing agreement entered into with respect to a securitization of any
AFR/Bank of America Portfolio Companion Loan.

         "AFR/Bank of America Portfolio Companion Loan Trust Fund": Any trust
fund into which an AFR/Bank of America Portfolio Companion Loan is deposited
upon the securitization of such AFR/Bank of America Portfolio Companion Loan.


                                       14
<PAGE>


         "AFR/Bank of America Portfolio Companion Loan 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 Event of Default": An "Event of Default"
as defined under the AFR/Bank of America Portfolio Whole Loan documents.

         "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.

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

         "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 Whole Loan": As defined in the
Preliminary Statement.

         "AFR/Bank of America Portfolio Whole Loan Special Servicer": Midland
Loan Services, Inc., or any successor special servicer appointed as provided
herein.

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

         "Amended and Restated Mall at Millenia Side Letter Agreement": As
defined in Section 3.28(v).

         "Anticipated Repayment Date": With respect to the ARD Loan, the date
upon which the 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



                                       15
<PAGE>


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 related Serviced
Companion Loan(s)) of such Required Appraisal Loan, (ii) to the extent not
previously advanced by or on behalf of the Master Servicer, the Trustee or the
Fiscal Agent, 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 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 the related
Serviced Companion Loan(s) 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. With respect to
the Mall at Millenia Mortgage Loan, the term "Appraisal Reduction Amount" has
the meaning set forth in, and will be calculated in accordance with, the
2003-IQ4 Pooling and Servicing Agreement (taking into account any unreimbursed
Advances and Advance Interest under this Agreement or the 2003-IQ4 Pooling and
Servicing Agreement). With respect to the Wells Fargo Tower



                                       16
<PAGE>


Mortgage Loan, at such time when the Wells Fargo Tower Whole Loan Interim
Servicing Agreement is replaced and/or superseded by the Greenwich Commercial
Mortgage Trust 2003-C2 Pooling and Servicing Agreement, the term "Appraisal
Reduction Amount" shall have the meaning set forth in, and shall be calculated
in accordance with, the Greenwich Commercial Mortgage Trust 2003-C2 Pooling and
Servicing Agreement (taking into account any unreimbursed Advances and Advance
Interest under this Agreement or the Greenwich Commercial Mortgage Trust 2003-C2
Pooling and Servicing Agreement) and before such time, in accordance with the
Wells Fargo Tower Whole Loan Interim Servicing Agreement. With respect to the
Geneva Commons Mortgage Loan, the term "Appraisal Reduction Amount" has the
meaning set forth in, and will be calculated in accordance with, the GMACCM
2003-C2 Pooling and Servicing Agreement (taking into account any unreimbursed
Advances and Advance Interest under this Agreement or the GMACCM 2003-C2 Pooling
and Servicing Agreement). Appraisal Reduction Amounts for the AFR/Bank of
America Portfolio Whole Loan shall be allocated first to the related AFR/Bank of
America Portfolio B Note (up to the full principal balance thereof), and then to
the AFR/Bank of America Portfolio Mortgage Loan and AFR/Bank of America
Portfolio Companion Loans on a pro rata basis; provided, in each case, any such
Appraisal Reduction Amount shall not be allocated to the extent (but only to the
extent) that the AFR/Bank of America Portfolio B Note principal balance, 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.

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

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

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

         "Assumed Monthly Payment": With respect to any Balloon Mortgage Loan
for its Stated Maturity Date (provided that such Balloon Mortgage Loan has not
been paid in full, and no other Liquidation Event has occurred in respect
thereof, on or before the end of the Collection Period in which such Stated
Maturity Date occurs (or in the case of a Late Due Date Mortgage Loan, on or
before the end of the Collection Period immediately preceding the Collection
Period in which such Stated Maturity Date occurs)) and for any subsequent Due
Date therefor as of which such Balloon Mortgage Loan remains outstanding and
part of the Trust Fund (or, in the case of a Late Due Date Mortgage Loan, for
any subsequent Due Date therefor which follows in the same month a Determination
Date as of which such Mortgage Loan remains outstanding and part of the Trust
Fund), if no Monthly Payment (other than the related Balloon Payment) is due for
such Due Date, the scheduled monthly payment of principal and/or interest deemed
to be due in respect thereof for the Stated Maturity Date and each such
subsequent Due Date equal to the



                                       17
<PAGE>


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 (exclusive of amounts included in the AFR/Bank of America Portfolio B
Note Available Distribution 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 (other than the
AFR/Bank of America Portfolio B Note) made by the Master Servicer, the Trustee
or the Fiscal Agent 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 (other than the Mall at Millenia 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 and (vii) with respect
to the Mall at Millenia Mortgage Loan, the Monthly Payment due in the same
calendar month as such Distribution Date and received on or before its Due Date
(including the Balloon Payment due in the same calendar month as such
Distribution Date and received on or before 5 p.m. on the Master Servicer
Remittance Date in such month), 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



                                       18
<PAGE>


Distribution Amount, the amounts so invested shall be deemed to remain on
deposit in such account.

         "B Notes": Collectively, the Mall at Millenia B Note and the AFR/Bank
of America Portfolio B Note, each as defined in the Preliminary Statement.

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

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

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

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

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

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

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


                                       19
<PAGE>


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 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.

         "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 2003-C3, as executed by the Trustee and authenticated and
delivered hereunder by the Certificate Registrar.


                                       20
<PAGE>


         "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 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.


                                       21
<PAGE>


         "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-11
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.

         "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-12
attached hereto, and evidencing a "regular interest" in REMIC III for purposes
of the REMIC Provisions.


                                       22
<PAGE>


         "Class G Certificate": Any one of the Certificates with a "Class G"
designation on the face thereof, substantially in the form of Exhibit A-13
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-14
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-15
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-16
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-17
attached hereto, and evidencing a "regular interest" in REMIC III for purposes
of the REMIC Provisions.

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

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

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

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

         "Class LA-1-2-D Component": A non-certificated beneficial ownership
interest in REMIC III, designated as a "regular interest" therein and entitled
to distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LA-1-2-D


                                       23
<PAGE>


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



                                       24
<PAGE>


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

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

         "Class LA-3-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-3-E Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LA-3-E 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 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 LA1-2A 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 LA1-2B 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 LA1-2C 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



                                       25
<PAGE>


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

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

         "Class LA1-2H 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 LA1-2I 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 LA1-2J 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 LA1-2K 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



                                       26
<PAGE>


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

         "Class LA1-2L 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 LA1-2M 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 Uncertificated Principal
Balance of REMIC II Regular Interest LC outstanding from time to time.

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

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

         "Class LF-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 LH-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



                                       27
<PAGE>


the Uncertificated Principal Balance of REMIC II Regular Interest LH-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 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 LG-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 LG-C Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LG-C 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



                                       28
<PAGE>


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

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

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

         "Class LO 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



                                       29
<PAGE>


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 December 2004 Distribution Date,
the amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding to such Distribution Date as set forth in Schedule 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 June 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.


                                       30
<PAGE>



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

         "Class LA-1-2-C Component Class X-2 Strip Rate": With respect to (a)
any Distribution Date through and including the December 2005 Distribution Date,
the amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding to such Distribution Date as set forth in Schedule 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-D Component Rate": With respect to any Distribution Date,
the sum of the Class LA-1-2-D Component Class X-1 Strip Rate for such
Distribution Date and the Class LA-1-2-D Component Class X-2 Strip Rate for such
Distribution Date.

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

         "Class LA-1-2-D Component Class X-2 Strip Rate": With respect to (a)
any Distribution Date through and including the June 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-1 Pass-Through Rate for
such Distribution Date.

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


                                       31
<PAGE>


         "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-1 Pass-Through Rate for
such Distribution Date.

         "Class LA-2-B Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the December 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-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-1 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 June 2007 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule 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-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-1 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 December 2007 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule 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-E Component Rate": With respect to any Distribution Date,
the sum of the Class LA-2-E Component Class X-1 Strip Rate for such Distribution
Date and the Class LA-2-E Component Class X-2 Strip Rate for such Distribution
Date.


                                       32
<PAGE>


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

         "Class LA-2-E Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the June 2008 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule 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-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-1 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 June 2008 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule 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-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-1 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 December 2008 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule 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-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.


                                       33
<PAGE>


         "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-1 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 June 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-1 Pass-Through Rate for such Distribution Date and (b) any Distribution
Date thereafter, zero.

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

         "Class LA-3-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-3-D Component Class X-2 Strip Rate and the Class A-1 Pass-Through Rate for
such Distribution Date.

         "Class LA-3-D Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the December 2009 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule 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-3-E Component Rate": With respect to any Distribution Date,
the sum of the Class LA-3-E Component Class X-1 Strip Rate for such Distribution
Date and the Class LA-3-E Component Class X-2 Strip Rate for such Distribution
Date.

         "Class LA-3-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-3-E Component Class X-2 Strip Rate and the Class A-1 Pass-Through Rate for
such Distribution Date.

         "Class LA-3-E Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the June 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-1 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.


                                       34
<PAGE>


         "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-1 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 June 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-1 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-1 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 December 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-1 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 LA1-2A 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 LA1-2A 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-1 Pass-Through Rate for
such Distribution Date.

         "Class LA1-2A Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the December 2004 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule III hereto or (y) the
Weighted Average Net Mortgage Rate for such Distribution Date



                                       35
<PAGE>


exceeds (ii) the Class A-1 Pass-Through Rate for such Distribution Date and (b)
any Distribution Date thereafter, zero.

         "Class LA1-2B 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 LA1-2B 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-1 Pass-Through Rate for
such Distribution Date.

         "Class LA1-2B Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the June 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 LA1-2C 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 LA1-2C 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-1 Pass-Through Rate for
such Distribution Date.

         "Class LA1-2C Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the December 2005 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule 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 LA1-2D 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 LA1-2D 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-1 Pass-Through Rate for
such Distribution Date.

         "Class LA1-2D Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the June 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



                                       36
<PAGE>


exceeds (ii) the Class A-1 Pass-Through Rate for such Distribution Date and (b)
any Distribution Date thereafter, zero.

         "Class LA1-2E 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 LA1-2E 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-1 Pass-Through Rate for
such Distribution Date.

         "Class LA1-2E Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the December 2006 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule 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 LA1-2F 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 LA1-2F 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-1 Pass-Through Rate for
such Distribution Date.

         "Class LA1-2F Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the June 2007 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule 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 LA1-2G 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 LA1-2G 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-1 Pass-Through Rate for
such Distribution Date.

         "Class LA1-2G Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the December 2007 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule III hereto or (y) the
Weighted Average Net Mortgage Rate for such Distribution Date



                                       37
<PAGE>


exceeds (ii) the Class A-1 Pass-Through Rate for such Distribution Date and (b)
any Distribution Date thereafter, zero.

         "Class LA1-2H 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 LA1-2H 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-1 Pass-Through Rate for
such Distribution Date.

         "Class LA1-2H Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the June 2008 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule 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 LA1-2I 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 LA1-2I 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-1 Pass-Through Rate for
such Distribution Date.

         "Class LA1-2I Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the December 2008 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule 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 LA1-2J 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 LA1-2J 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-1 Pass-Through Rate for
such Distribution Date.

         "Class LA1-2J Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the June 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



                                       38
<PAGE>


exceeds (ii) the Class A-1 Pass-Through Rate for such Distribution Date and (b)
any Distribution Date thereafter, zero.

         "Class LA1-2K 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 LA1-2K 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-1 Pass-Through Rate for
such Distribution Date.

         "Class LA1-2K Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the December 2009 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule 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 LA1-2L 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 LA1-2L 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-1 Pass-Through Rate for
such Distribution Date.

         "Class LA1-2L Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the June 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-1 Pass-Through Rate for such Distribution Date and (b) any Distribution
Date thereafter, zero.

         "Class LA1-2M 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 LA1-2M 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-1 Pass-Through Rate for
such Distribution Date.

         "Class LA1-2M Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the December 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



                                       39
<PAGE>


exceeds (ii) the Class A-1 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.

         "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.


                                       40
<PAGE>


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

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

         "Class LE Component Class X-2 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the lesser of (x) the rate
per annum corresponding to such Distribution Date as set forth in Schedule 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.

         "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 June 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 December 2009 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule 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.


                                       41
<PAGE>


         "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 June 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 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 December 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 June 2008 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule 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.


                                       42
<PAGE>


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

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

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

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

         "Class LG-C Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the June 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 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 June 2007 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule 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.


                                       43
<PAGE>


         "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 December 2007 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule 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 June 2008 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule 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 December 2006 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule 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.


                                       44
<PAGE>


         "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 June 2007 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule 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 December 2006 Distribution Date, the
amount, if any, by which (i) the lesser of (x) the rate per annum corresponding
to such Distribution Date as set forth in Schedule 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 June 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.


                                       45
<PAGE>


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

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

         "Class LL-B Component Class X-2 Strip Rate": With respect to (a) any
Distribution Date through and including the December 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.

         "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-18
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-19
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-20
attached hereto, and evidencing a "regular interest" in REMIC III for purposes
of the REMIC Provisions.


                                       46
<PAGE>


         "Class P Certificate": Any one of the Certificates with a "Class P"
designation on the face thereof, substantially in the form of Exhibit A-21
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-26
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-27
attached hereto, and evidencing the sole class of "residual interests" in REMIC
II for purposes of the REMIC Provisions.

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

         "Class R-III Certificate": Any one of the Certificates with a "Class
R-III" designation on the face thereof, substantially in the form of Exhibit
A-28 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 S-AFR Certificate": Any Class S-AFR1, Class S-AFR2, Class S-AFR3
or Class S-AFR4 Certificates.

         "Class S-AFR Controlling Class": As of any date of determination, the
most subordinate Class of Class S-AFR Certificates then outstanding that has a
then aggregate Certificate Principal Balance at least equal to 25% of the
initial Certificate Principal Balance of such Class of Certificates; provided
that in either case a majority of interest in such Class are not owned by
AFR/Bank of America Portfolio Borrower Affiliates. For purposes of determining
the identity of the Class S-AFR Controlling Class, the Class Principal Balance
of each Class will be reduced by the amount of any Appraisal Reductions
allocated to that Class. As of Closing Date, the Class S-AFR Controlling Class
is the Class S-AFR4 Certificates.


                                       47
<PAGE>


         "Class S-AFR Controlling Class Certificateholders": Each Holder of a
Certificate of the applicable Class S-AFR Controlling Class as certified by the
Certificate Registrar to the Trustee from time to time by such Holder.

         "Class S-AFR Controlling Class Directing Holder": The holder of the
majority interest in the Class S-AFR Controlling Class of the Class S-AFR
Certificates.

         "Class S-AFR Distributable Certificate Interest": With respect to any
Class of Class S-AFR 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 Class S-AFN Net Aggregate Prepayment Interest Shortfall, if any, for such
Distribution Date allocated to such Class of Certificates as set forth below.
The Class S-AFR Net Aggregate Prepayment Interest Shortfall, if any, for each
Distribution Date shall be allocated on such Distribution Date among the Class
S-AFR Certificates, pro rata, in accordance with the respective amount of
Accrued Certificate Interest for such Classes of Certificates for such
Distribution Date.

         "Class S-AFR Distribution Date Statement": As defined in Section
4.02(a).

         "Class S-AFR Net Aggregate Prepayment Interest Shortfall": With respect
to any Distribution Date, the amount, is any, by which (a) the aggregate of all
Class S-AFR Prepayment Interest Shortfalls incurred in connection with the
receipt of Principal Prepayments on the AFR/Bank of America Portfolio B Note
during the related Collection Period, exceeds (b) the aggregate amount deposited
by the Master Servicer in the Class A-AFR Sub Account for such Distribution Date
pursuant to Section 3.20(f) in connection with such Class S-AFR Prepayment
Interest Shortfalls.

         "Class S-AFR Prepayment Interest Shortfall": If the AFR/Bank of America
Portfolio B Note is 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 the
AFR/Bank of America Portfolio B Note 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 the AFR/Bank of America Portfolio 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).

         "Class S-AFR Sequential Pay Event": Means (i) any event of default with
respect to an obligation of the related borrower to pay money due under the
AFR/Bank of America Portfolio Whole Loan, (ii) any other event of default as to
which the AFR/Bank of America Portfolio Whole Loan is actually accelerated or
becomes a Specially Serviced Mortgage Loan, or (iii) any bankruptcy or
insolvency event that constitutes an event of default under the loan documents;
provided that with respect to any Distribution Date, unless the Master Servicer
receives notice of such event at least ten (10) business days prior to such
Distribution Date, a Class S-AFR Sequential Pay Event will not be deemed to have
occurred until the Distribution Date immediately following such Distribution
Date; provided further that the preceding proviso will not apply in the case of
distribution of net liquidation proceeds. Distributions will continue to be



                                       48
<PAGE>


made sequentially after a cure of any event of default resulting in a Class
S-AFR Sequential Pay Event.

         "Class S-AFR Sub-Account": A sub-account of the Distribution Account
established pursuant to Section 3.04(b), which sub-account shall be an asset of
the Trust Fund and REMIC I. Holders of the Class S-AFR Certificates will receive
distributions only from the Class S-AFR Sub-Account, and will not receive
distributions from the general Distribution Account.

         "Class S-AFR1 Certificates": Any one of the Certificates with a "Class
S-AFR1" designation on the face thereof, substantially in the form of Exhibit
A-22 attached hereto, and evidencing a "regular interest" in REMIC III for
purposes of the REMIC Provisions.

         "Class S-AFR2 Certificates": Any one of the Certificates with a "Class
S-AFR2" designation on the face thereof, substantially in the form of Exhibit
A-23 attached hereto, and evidencing a "regular interest" in REMIC III for
purposes of the REMIC Provisions.

         "Class S-AFR3 Certificates": Any one of the Certificates with a "Class
S-AFR3" 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 S-AFR4 Certificates": Any one of the Certificates with a "Class
S-AFR4" designation on the face thereof, substantially in the form of Exhibit
A-25 attached hereto, and evidencing a "regular interest" in REMIC III for
purposes of the REMIC Provisions.

         "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-1-2-D, LA-2-A, LA-2-B, LA-2-C, LA-2-D, LA-2-E, LA-3-A, LA-3-B, LA-3-C,
LA-3-D, LA-3-E, LA-4-A, LA-4-B, LA1-1, LA1-2A, LA1-2B, LA1-2C, LA1-2D, LA1-2E,
LA1-2F, LA1-2G, LA1-2H, LA1-2I, LA1-2J, LA1-2K, LA1-2L, LA1-2M, LB, LC, LD, LE,
LF-A, LF-B, LF-C, LF-D, LG-A, LG-B, LG-C, LH-A, LH-B, LH-C, LJ-A, LJ-B, LK-A,
LL-A, LL-B, 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



                                       49
<PAGE>


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-1-2-D, LA-2-A,
LA-2-B, LA-2-C, LA-2-D, LA-2-E, LA-3-A, LA-3-B, LA-3-C, LA-3-D, LA-3-E, LA-4-A,
LA-4-B, LA1-1, LA1-2A, LA1-2B, LA1-2C, LA1-2D, LA1-2E, LA1-2F, LA1-2G, LA1-2H,
LA1-2I, LA1-2J, LA1-2K, LA1-2L, LA1-2M, LB, LC, LD, LE, LF-A, LF-B, LF-C, LF-D,
LG-A, LG-B, LG-C, LH-A, LH-B, LH-C, LJ-A, LJ-B, LK-A, LL-A, LL-B, 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 0.985% 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 REMIC II Regular Interest
LA-1-2-A, LA-1-2-B, LA-1-2-C, LA-1-2-D, LA-2-A, LA-2-B, LA-2-C, LA-2-D, LA-2-E,
LA-3-A, LA-3-B, LA-3-C, LA-3-D, LA-3-E, LA-4-A, LA-4-B, LA1-2A, LA1-2B, LA1-2C,
LA1-2D, LA1-2E, LA1-2F, LA1-2G, LA1-2H, LA1-2I, LA1-2J, LA1-2K, LA1-2L, LA1-2M,
LB, LC, LD, LE, LF-A, LF-B, LF-C, LF-D, LG-A, LG-B, LG-C, LH-A, LH-B, LH-C,
LJ-A, LJ-B, LK-A, LL-A and LL-B prior to such Distribution Date and (y) the
related Component Class X-1 Strip Rate by (b) the Class X-1 Notional Amount.

         "Class X-2 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 December
         2004 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-1-2-D, LA-2-A, LA-2-B, LA-2-C, LA-2-D, LA-2-E, LA-3-A,
         LA-3-B, LA-3-C, LA-3-D, LA-3-E, LA-4-A, LA-4-B, LA1-2A, LA1-2B, LA1-2C,
         LA1-2D, LA1-2E, LA1-2F, LA1-2G, LA1-2H, LA1-2I, LA1-2J, LA1-2K, LA1-2L,
         LA1-2M, LB, LC, LD, LE, LF-A, LF-B, LF-C, LF-D, LG-A, LG-B, LG-C, LH-A,
         LH-B, LH-C, LJ-A, LJ-B, LK-A, LL-A and LL-B;

                  (B) as of any date of determination after the December 2004
         Distribution Date and on or before the June 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-1-2-D, LA-2-A, LA-2-B,
         LA-2-C, LA-2-D, LA-2-E, LA-3-A, LA-3-B, LA-3-C, LA-3-D, LA-3-E, LA-4-A,
         LA-4-B, LA1-2B, LA1-2C, LA1-2D, LA1-2E, LA1-2F, LA1-2G, LA1-2H, LA1-2I,
         LA1-2J, LA1-2K, LA1-2L, LA1-2M, LB, LC, LD, LE, LF-A, LF-B, LF-C, LF-D,
         LG-A, LG-B, LG-C, LH-A, LH-B, LH-C, LJ-A, LJ-B, LK-A, LL-A and LL-B;


                                       50
<PAGE>


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

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

                  (E) as of any date of determination after the June 2006
         Distribution Date and on or before the December 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-2-E, LA-3-A,
         LA-3-B, LA-3-C, LA-3-D, LA-3-E, LA-4-A, LA-4-B, LA1-2E, LA1-2F, LA1-2G,
         LA1-2H, LA1-2I, LA1-2J, LA1-2K, LA1-2L, LA1-2M, LB, LC, LD, LE, LF-A,
         LF-B, LF-C, LF-D, LG-A, LG-B, LG-C, LH-A, LH-B, LH-C, LJ-A, LJ-B, LK-A
         and LL-B;

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

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

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

                  (I) as of any date of determination after the June 2008
         Distribution Date and on or before the December 2008 Distribution Date,
         is equal to the then aggregate



                                       51
<PAGE>


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

                  (J) as of any date of determination after the December 2008
         Distribution Date and on or before the June 2009 Distribution Date, is
         equal to the then aggregate Uncertificated Principal Balances of REMIC
         II Regular Interests, LA-3-C, LA-3-D, LA-3-E, LA-4-A, LA-4-B, LA1-2J,
         LA1-2K, LA1-2L, LA1-2M, LB, LC, LD, LE, LF-A, LF-B, LF-C, LF-D and
         LG-C;

                  (K) as of any date of determination after the June 2009
         Distribution Date and on or before the December 2009 Distribution Date,
         is equal to the then aggregate Uncertificated Principal Balances of
         REMIC II Regular Interests, LA-3-D, LA-3-E, LA-4-A, LA-4-B, LA1-2K,
         LA1-2L, LA1-2M, LB, LC, LD, LE, LF-B, LF-C and LF-D;

                  (L) as of any date of determination after the December 2009
         Distribution Date and on or before the June 2010 Distribution Date, is
         equal to the then aggregate Uncertificated Principal Balances of REMIC
         II Regular Interests, LA-3-E, LA-4-A, LA-4-B, LA1-2L, LA1-2M, LB, LC,
         LD, LE, LF-C and LF-D;

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

                  (N) with respect to any Distribution Date occurring after the
         Distribution Date in December 2010, zero.

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

         (i) for the initial Distribution Date, 0.985% per annum;

         (ii) for any Distribution Date after the initial Distribution Date and
on or prior to the December 2010 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-1-2-D, LA-2-A, LA-2-B, LA-2-C, LA-2-D, LA-2-E,
LA-3-A, LA-3-B, LA-3-C, LA-3-D, LA-3-E, LA-4-A, LA-4-B, LA1-2A, LA1-2B, LA1-2C,
LA1-2D, LA1-2E, LA1-2F, LA1-2G, LA1-2H, LA1-2I, LA1-2J, LA1-2K, LA1-2L, LA1-2M,
LB, LC, LD, LE, LF-A, LF-B, LF-C, LF-D, LG-A, LG-B, LG-C, LH-A, LH-B, LH-C,
LJ-A, LJ-B, LK-A, LL-A and LL-B immediately prior to such Distribution Date and
(II) the related Component Class X-2 Strip Rate for such Distribution Date by
(b) the Class X-2 Notional Amount; and

         (iii) for any Distribution Date occurring after the December 2010
Distribution Date, 0% per annum.

         "Closing Date": December 18, 2003.


                                       52
<PAGE>


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

         "CMSA Bond Level File": The 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.


                                       53
<PAGE>


         "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 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


                                       54
<PAGE>


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 REO Status Report": The report substantially in the form of, and
containing the information called for in, the downloadable form of the "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, or with respect to (i)
the Wells Fargo Tower Mortgage Loan, the equivalent status report prepared by
Wachovia Bank, National Association in accordance with the Wells Fargo Tower
Whole Loan Interim Servicing Agreement or the Greenwich Commercial Mortgage
Trust 2003-C2 Pooling and Servicing Agreement, as applicable, (ii) the Mall at
Millenia Mortgage Loan, the equivalent status report prepared by the 2003-IQ4
Master Servicer and (iii) the Geneva Commons Mortgage Loan, the equivalent
status report prepared by the GMACCM 2003-C2 Master Servicer.

         "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).


                                       55
<PAGE>


         "Commerzbank": Commerzbank AG, New York Branch, a company formed under
the laws of the Federal Republic of Germany and licensed to engage in the
banking business under Article V of the Banking Law of the State of New York,
and its successors in interest.

         "Commission": The Securities and Exchange Commission.

         "Companion Loan Holder": Any holder of an AFR/Bank of America Portfolio
Companion Loan, a Water Tower Place Companion Loan, a Mall at Millenia Companion
Loan, a Wells Fargo Tower Companion Loan, a 609 Fifth Avenue Companion Loan, the
5 Houston Center Companion Loan or the Geneva Commons Companion Loan.

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



                                       56
<PAGE>


Rate, the Class LL-B 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-1-2-D, LA-2-A, LA-2-B, LA-2-C, LA-2-D, LA-2-E, LA-3-A,
LA-3-B, LA-3-C, LA-3-D, LA-3-E, LA-4-A, LA-4-B, LA1-2A, LA1-2B, LA1-2C, LA1-2D,
LA1-2E, LA1-2F, LA1-2G, LA1-2H, LA1-2I, LA1-2J, LA1-2K, LA1-2L, LA1-2M, LB, LC,
LD, LE, LF-A, LF-B, LF-C, LF-D, LG-A, LG-B, LG-C, LH-A, LH-B, LH-C, LJ-A, LJ-B,
LK-A, LL-A and LL-B Components, the Class LA-1-2-A Component Class X-1 Strip
Rate, the Class LA-1-2-B Component Class X-1 Strip Rate, the Class LA-1-2-C
Component Class X-1 Strip Rate, the Class LA-1-2-D Component Class X-1 Strip
Rate, the 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-2-E 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-3-D Component Class X-1 Strip Rate, the Class LA-3-E Component
Class X-1 Strip Rate, the Class LA-4-A Component Class X-1 Strip Rate, the
LA-4-B Component Class X-1 Strip Rate, the Class LA1-2A Component Class X-1
Strip Rate, the Class LA1-2B Component Class X-1 Strip Rate, the Class LA1-2C
Component Class X-1 Strip Rate, the Class LA-1-2D Component Class X-1 Strip
Rate, the Class LA1-2E Component Class X-1 Strip Rate, the Class LA1-2F
Component Class X-1 Strip Rate, the Class LA1-2G Component Class X-1 Strip Rate,
the Class LA1-2H Component Class X-1 Strip Rate, the Class LA1-2I Component
Class X-1 Strip Rate, the Class LA1-2J Component Class X-1 Strip Rate, the Class
LA1-2K Component Class X-1 Strip Rate, the Class LA1-2L Component Class X-1
Strip Rate, the Class LA1-2M Component Class X-1 Strip Rate, the Class LB
Component Class X-1 Strip Rate, the Class LC Component Class X-1 Strip Rate, the
Class LD Component Class X-1 Strip Rate, the Class LE Component Class X-1 Strip
Rate, the Class LF-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 LG-C 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
LL-A Component Class X-1 Strip Rate, the Class LL-B 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 (other than the Class S-AFR
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



                                       57
<PAGE>


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 is located at 135 South LaSalle Street, Suite 1625,
Chicago, Illinois 60603, Attention: Asset Backed Securities Trust Services Group
- GMAC Commercial Mortgage Securities, Inc. Series 2003-C3.

         "Corrected Mortgage Loan": Any Mortgage Loan (including each
Cross-Collateralized Mortgage Loan relating to such Mortgage Loan, but excluding
the Wells Fargo Tower Mortgage Loan, the Mall at Millenia Mortgage Loan and the
Geneva Commons 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.

         "Cure Deposit": As defined in Section 3.30(b)(v).

         "Current Principal Distribution Amount": With respect to any
Distribution Date and the Mortgage Loans (exclusive of the AFR/Bank of America
Portfolio B Note), an amount equal to the aggregate of the following (without
duplication):

              (i) 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

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

              (iii) with respect to any Balloon Mortgage Loan as to which the
related Stated Maturity Date occurred or any ARD Loan as to which the related
Anticipated Repayment Date occurred, during or prior to the related Collection
Period, any payment of principal (exclusive of any Principal Prepayment and any
amount described in subclause (d) below) that



                                       58
<PAGE>


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

              (iv) 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

              (v) 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

              (vi) 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

              (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.



                                       59
<PAGE>

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

         "Cut-off Date": With respect to any Mortgage Loan or Serviced Companion
Loan, the Due Date for such Mortgage Loan or Serviced Companion Loan in December
2003.

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

         "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, 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, accrued at the
related Mortgage Rate.

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

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

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

         "Defeasance Loan": Any Mortgage Loan that is designated as such on the
Mortgage Loan Schedule and any related Serviced Companion Loan.

         "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.


                                       60
<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, the Trustee or the Fiscal Agent pursuant to
Section 4.03. With respect to the Wells Fargo Tower Mortgage Loan, the Master
Servicer will only be required to make a Delinquency Advance, as set forth in
Section 4.03, to the extent that the Greenwich Commercial Mortgage Trust 2003-C2
Master Servicer fails to make a Delinquency Advance (in accordance with the
terms of the Greenwich Commercial Mortgage Trust 2003-C2 Pooling and Servicing
Agreement) and such Delinquency Advance is not determined to be a Nonrecoverable
Delinquency Advance.

         "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.

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

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

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

         "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.


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<PAGE>


         "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, if applicable, as to which there has been a prepayment during a
Collection Period and for which a Prepayment Premium is collected, the yield
(compounded monthly) for "This Week" as reported by the Federal Reserve Board in
Federal Reserve Statistical Release H.15(519) for the constant maturity treasury
having a maturity coterminous with the Anticipated Repayment Date, in the case
of an ARD Loan, or the Maturity Date, in the case of each other Mortgage Loan or
Serviced Companion Loan, of such Mortgage Loan or Serviced Companion Loan 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 or Serviced Companion Loan,
then the Discount Rate will be equal to the linear interpolation of the yields
of the constant maturity treasuries with maturities next longer and shorter than
such Maturity Date or Anticipated Repayment Date, as the case may be.

         "Discount Rate Fraction": With respect to the distribution of any
Prepayment Premium received with respect to any Mortgage Loan (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 (other than the Class S-AFR 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 (other than the Class S-AFR 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 "LaSalle Bank National
Association, as Trustee, in trust for the registered



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<PAGE>


holders of GMAC Commercial Mortgage Securities, Inc., Mortgage Pass Through
Certificates, Series 2003-C3." 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
January 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 or Serviced Companion
Loan on or prior to its Maturity Date, the day of the month set forth in the
related Mortgage Note on which each Monthly Payment thereon is scheduled to be
first due; (ii) any Balloon Mortgage Loan after the Maturity Date therefor, the
day of the month set forth in the related Mortgage Note on which each Monthly
Payment on such Mortgage Loan or Serviced Companion Loan had been scheduled to
be first due; and (iii) any REO Loan, the day of the month set forth in the
related Mortgage Note on which each Monthly Payment on the related Mortgage Loan
or Serviced Companion Loan had been scheduled to be first due.

         "Eligible Account": An account or subaccount that is any of the
following: (i) maintained with a depository institution or trust company whose
(A) commercial paper, short-term unsecured debt obligations or other short-term
deposits are rated at least (x) "A-1" by Standard & Poor's, (y) "P-2" by
Moody's, and (z) to the extent Fitch is rating a securitization transaction into
which a Serviced Companion Loan is deposited, "F-1" by Fitch, if the deposits
are to be held in the account for 30 days or less, or (B) long-term unsecured
debt obligations are rated at least (x) "AA-" by Standard & Poor's, (y) "Aa3" by
Moody's, and (z) to the extent that Fitch is rating a securitization transaction
into which a Serviced Companion Loan is deposited, "AA-" 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 or
(iv) an account or accounts maintained by PNC Bank, National Association ("PNC")
so long as PNC (1) shall have a long-term deposit rating of at least "A1" and a
short-term deposit rating of at least "P-1" from Moody's, a long-term deposit
rating of at least "A" and a short-term deposit rating of at least "A-1" from
S&P, and a long-term deposit rating of at least "A+" and a short-term deposit
rating of at least "F1" from Fitch.

         "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.


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<PAGE>


         "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.

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

         "Excess Liquidation Proceeds Reserve Account": The segregated account
or subaccount created and maintained by the Trustee pursuant to Section 3.04(d)
in trust for the Certificateholders, which shall be entitled "LaSalle Bank
National Association, as Trustee, in trust for the registered holders of GMAC
Commercial Mortgage Securities, Inc., Mortgage Pass-Through Certificates, Series
2003-C3--Excess Liquidation Proceeds Reserve Account." Any such account shall be
an Eligible Account.

         "Excess Rate": With respect to each ARD Loan, if any, after the related
Anticipated Repayment Date, the excess of (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



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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.

         "Fiscal Agent": ABN AMRO Bank N.V., a banking organization organized
under the laws of the Netherlands, its successor in interest, or any successor
fiscal agent appointed as provided herein.

         "Fiscal Agent Termination Event": As defined in Section 8.15.


         "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.

         "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.


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<PAGE>


         "Geneva Commons Companion Loan": As defined in the Preliminary
Statement.

         "Geneva Commons Companion Loan Holder": the GMACCM 2003-C2 Trustee on
behalf of the Certificateholders under the GMACCM 2003-C2 Pooling and Servicing
Agreement, or any subsequent holder of the Geneva Commons Companion Loan.

         "Geneva Commons Intercreditor Agreement": With respect to the Geneva
Commons Whole Loan, that certain A Notes Intercreditor Agreement, dated as of
August 1, 2003, among GSMC, as the A1 Noteholder and GSMC, as the A2 Noteholder,
as amended from time to time in accordance with its terms.

         "Geneva Commons Mortgage Loan": As defined in the Preliminary
Statement.

         "Geneva Commons Whole Loan": As defined in the Preliminary Statement.

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

         "GMACCM 2003-C2 Master Servicer": As defined in the Preliminary
Statement.

         "GMACCM 2003-C2 Pooling and Servicing Agreement": As defined in the
Preliminary Statement.

         "GMACCM 2003-C2 Special Servicer": As defined in the Preliminary
Statement.

         "GMACCM 2003-C2 Trustee": As defined in the Preliminary Statement.

         "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.

         "Greenwich Commercial Mortgage Trust 2003-C2 Fiscal Agent": As defined
in the Preliminary Statement.

         "Greenwich Commercial Mortgage Trust 2003-C2 Master Servicer": As
defined in the Preliminary Statement.

         "Greenwich Commercial Mortgage Trust 2003-C2 Pooling and Servicing
Agreement": As defined in the Preliminary Statement.

         "Greenwich Commercial Mortgage Trust 2003-C2 Special Servicer": As
defined in the Preliminary Statement.

         "Greenwich Commercial Mortgage Trust 2003-C2 Trustee": As defined in
the Preliminary Statement.


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<PAGE>


         "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.

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

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

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

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

         "Independent": When used with respect to any specified Person, any such
Person who (i) is in fact independent of the Depositor, each Mortgage Loan
Seller, the Master Servicer, the Special Servicer, the Trustee, the Fiscal
Agent, the Majority Certificateholder of the Controlling Class, the Class S-AFR
Controlling Class Directing Holder, any holder of a B Note (other than the
Trust), any 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 Fiscal Agent, the Majority
Certificateholder of the Controlling Class, the Class S-AFR Controlling Class
Directing Holder, any holder of a B Note (other than the Trust), any 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 Fiscal Agent, the Majority Certificateholder of the Controlling
Class, the Class S-AFR Controlling Class Directing Holder 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 Fiscal Agent, the Majority
Certificateholder of the Controlling Class, the Class S-AFR Controlling



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<PAGE>


Class Directing Holder, any holder of a B Note (other than the Trust), any
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.

         "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 $1,333,648,872.

         "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 $1,280,535,000.

         "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



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<PAGE>


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.

         "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 "LaSalle Bank National
Association, as Trustee, in trust for the registered holders of GMAC Commercial
Mortgage Securities, Inc., Mortgage Pass-Through Certificates, Series
2003-C3--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.

         "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.

         "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



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<PAGE>


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.

         "Late Due Date Mortgage Loan": The Mortgage Loans (or successor REO
Loan), identified as loan numbers 1, 3 and 4 on the Mortgage Loan Schedule with
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 or Serviced
Companion Loan, any of the following events: (i) such Mortgage Loan or Serviced
Companion Loan is paid in full; (ii) a Final Recovery Determination is made with
respect to such Mortgage Loan or Serviced Companion Loan; (iii) such Mortgage
Loan is repurchased or replaced by a Mortgage Loan Seller pursuant to Section 6
of the related Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan or
Serviced Companion Loan is purchased pursuant to Section 3.18 or 3.30(a); 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 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 Class S-AFR Controlling Class
Directing Holder pursuant to Section 3.30(a) unless otherwise required by the
AFR/Bank of America Portfolio Agreement Among Noteholders), the fee designated
as such and payable to the Special Servicer pursuant to Section 3.11(c).

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

         "Liquidation Proceeds": Cash amounts (other than Insurance Proceeds and
REO Revenues) received or paid by the Master Servicer or the Special Servicer in
connection with: (i) the taking of all or a part of a Mortgaged Property by
exercise of the power of eminent domain or



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<PAGE>


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 Serviced Companion Loan pursuant to
Section 3.18 or 3.30(a); (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; or (vii) the purchase of a Mortgage Loan or REO Property pursuant to
Section 9.01.

         "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 $1,107,643,558.

         "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 $226,005,315.

         "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 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.


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<PAGE>


         "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.

         "Mall at Millenia A Notes Intercreditor Agreement": With respect to the
Mall at Millenia Mortgage Loan and the Mall at Millenia Companion Loans, that
certain intercreditor agreement dated as of June 5, 2003 by and among the
initial holder of the Mall at Millenia Mortgage Loan and the Mall at Millenia
Companion Loans.

         "Mall at Millenia Agreement Among Note Holders": With respect to the
Mall at Millenia Mortgage Loan, the Mall at Millenia Companion Loans and the
Mall at Millenia B Note, that certain agreement among note holders, dated as of
June 5, 2003, by and between the initial holder of the Mall at Millenia Mortgage
Loan, the Mall at Millenia Companion Loans and the Mall at Millenia B Note, as
amended from time to time in accordance with its terms.

         "Mall at Millenia B Note": As defined in the Preliminary Statement.

         "Mall at Millenia Companion Loans": As defined in the Preliminary
Statement.

         "Mall at Millenia Mortgage Loan": As defined in the Preliminary
Statement.

         "Mall at Millenia S&P-Related Side Letter": As defined in Section
3.28(vi).

         "Mall at Millenia Whole Loan": As defined in the Preliminary Statement.


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<PAGE>


         "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 or Serviced Companion Loan and REO Loan serviced hereunder, that
portion of the Servicing Fee that has accrued at the Master Servicing Fee Rate.

         "Master Servicing Fee Rate": With respect to each Mortgage Loan and REO
Loan serviced hereunder, 0.02% per annum except, with respect to the Wells Fargo
Tower Mortgage Loan, 0.00% per annum, the 609 Fifth Avenue Mortgage Loan, 0.008%
per annum, and each of the Water Tower Place Mortgage Loan, the 5 Houston Center
Mortgage Loan, the Geneva Commons Mortgage Loan and the REDI Industrial
Building, 0.01% per annum.

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

         "Material Document Defect": 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 (except with respect to the National Boulevard Mortgage Loan) or a copy
of any related Ground Lease from the Mortgage File.

         "Maturity Date": With respect to any Mortgage Loan or Serviced
Companion Loan as of any date of determination, the date on which the last
payment of principal is due and payable under the related Mortgage Note, after
taking into account all Principal Prepayments received prior to such 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 or Serviced Companion Loan by reason of default thereunder,
(ii) any grace period permitted by the related Mortgage Note, (iii) any
modification, waiver or amendment of such Mortgage Loan or Serviced Companion
Loan granted or agreed to by the Master Servicer or Special Servicer pursuant to
Section 3.21 or (iv) in the case of any ARD Loan, the Anticipated Repayment Date
for such Mortgage Loan.

         "Midland": Midland Loan Services, Inc.

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


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<PAGE>


                  (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 or Serviced
         Companion Loan);

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

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

         "Monthly Payment": With respect to any Mortgage Loan or Serviced
Companion Loan, the scheduled monthly payment of principal and/or interest on
such Mortgage Loan or Serviced Companion Loan, 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. If neither such rating agency nor any successor remains in existence,
"Moody's" shall be deemed to refer to such other nationally recognized
statistical rating agency or other comparable Person designated by the
Depositor. Notice of such designation shall be given to the Trustee, the Master
Servicer and the Special Servicer and specific ratings of Moody's Investors
Service, Inc. herein referenced shall be deemed to refer to the equivalent
ratings of the party so designated.

         "Moody's Approved Master Servicer": As defined in Section 4.03(b).

         "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 or Serviced
Companion Loan, 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
         LaSalle Bank National Association, as trustee for the registered
         holders of GMAC Commercial Mortgage Securities, Inc., Mortgage
         Pass-Through Certificates, Series 2003-C3, without recourse" and (B) in
         the case of each Serviced Companion Loan, a copy of the executed
         Mortgage Note for such Serviced Companion Loan;

                  (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



                                       74
<PAGE>


         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 Serviced Companion Loan Holders;

                  (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 or Serviced Companion Loan, 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
         Serviced Companion Loan Holders;

                  (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 or Serviced Companion Loan, 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 Serviced Companion Loan
         Holders;

                  (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 or Serviced
         Companion Loan, 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



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<PAGE>


         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 or the
         Serviced Companion Loan, 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;

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

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

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


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


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<PAGE>


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

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

                  (20) a checklist of 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 Wells Fargo Tower
Mortgage Loan, "Mortgage File" shall mean the original Mortgage Note in the
amount of $65,000,000 pertaining to the Wells Fargo Tower Mortgage Loan, the
Wells Fargo Tower Co-Lender Agreement and copies of each other document
contained in the Mortgage File held by the Greenwich Commercial Mortgage Trust
2003-C2 Trustee, with respect to the Mall at Millenia Mortgage Loan, "Mortgage
File" shall mean the original Mortgage Note in the amount of $67,500,000
pertaining to the Mall at Millenia Mortgage Loan, the Mall at Millenia
Intercreditor Agreement, the Mall at Millenia Agreement Among Noteholders and
copies of each other document contained in the Mortgage File held by the
2003-IQ4 Trustee, with respect to the Geneva Commons Mortgage Loan, "Mortgage
File" shall mean the original Mortgage Note in the amount of $28,000,000
pertaining to the Geneva Commons Mortgage Loan, the Geneva Commons Intercreditor
Agreement and copies of each other document contained in the Mortgage File held
by the GMACCM 2003-C2 Trustee and with respect to the AFR/Bank of America
Portfolio B Note, "Mortgage File" shall mean the original Mortgage Note in the
amount of $100,000,000 pertaining to the AFR/Bank of America Portfolio B Note
and copies of each other document contained in the Mortgage File with respect to
the AFR/Bank of America Portfolio Mortgage Loan.

         "Mortgage Loan": Each of the mortgage loans or mortgage loan interests
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" 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
AFR/Bank of America Portfolio Mortgage Loan, the AFR/Bank of America Portfolio B
Note, the Water Tower Place Mortgage Loan, the Mall at Millenia Mortgage Loan,
the Wells Fargo Tower Mortgage Loan, the 609 Fifth Avenue Mortgage Loan, the 5
Houston Center Mortgage Loan and the Geneva Commons Mortgage Loan (which are
part of the Trust Fund) but excludes the AFR/Bank of America Portfolio Companion
Loans, the Water Tower Place Companion Loans, the Mall at Millenia Companion
Loans, the Mall at Millenia B Note, the Wells Fargo Tower Companion Loans, the
609 Fifth Avenue Companion Loans, the 5 Houston Center Companion Loan and the
Geneva Commons Companion Loan (which are not part of the Trust Fund).


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<PAGE>


         "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.

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

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

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

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

                  (iv) the original principal balance;

                  (v) the Cut-off Date Principal Balance;

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

                  (vii) the Due Date;

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

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

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

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

                  (xii) the Servicing Fee Rate; and

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


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<PAGE>


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

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

         "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 AFR/Bank of
America Portfolio B Note, the Water Tower Place Mortgage Loan, the Mall at
Millenia Mortgage Loan, the Wells Fargo Tower Mortgage Loan, the 609 Fifth
Avenue Mortgage Loan, the 5 Houston Center Mortgage Loan and the Geneva Commons
Mortgage Loan but excludes the AFR/Bank of America Portfolio Companion Loans,
the Water Tower Companion Loans, the Mall at Millenia Companion Loans, the Mall
at Millenia B Note, the Wells Fargo Tower Companion Loans, the 609 Fifth Avenue
Companion Loans, the 5 Houston Center Companion Loan and the Geneva Commons
Companion Loan.

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

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

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

         "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 incurred in connection with the receipt of
Principal Prepayments on the Mortgage Loans during the related



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<PAGE>


Collection Period, exceeds (b) the aggregate amount deposited by the Master
Servicer in the Distribution Account for such Distribution Date pursuant to
Section 3.20(f) in connection with such Prepayment Interest Shortfalls.

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

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


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<PAGE>


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

         "Nonrecoverable Delinquency Advance": Any Delinquency Advance
previously made or proposed to be made in respect of a Mortgage Loan, including
the AFR/Bank of America Portfolio B Note, or REO Loan which, in the judgment of
the Master Servicer, the Trustee or the Fiscal Agent 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(c). Subject to
Section 4.03(c), 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. With respect to the Wells Fargo Tower Mortgage Loan,
(i) the pro rata portion (as among the Wells Fargo Tower Mortgage Loan and the
Wells Fargo Tower Companion Loans) of any "Nonrecoverable Advance" (as defined
in the Greenwich Commercial Mortgage Trust 2003-C2 Pooling and Servicing
Agreement) allocable to the Wells Fargo Tower Mortgage Loan pursuant to and in
accordance with the Greenwich Commercial Mortgage Trust 2003-C2 Pooling and
Servicing Agreement or (ii) any Delinquency Advance previously made or proposed
to be made that is allocable to the Wells Fargo Tower Mortgage Loan and that in
the judgment of the Master Servicer, the Trustee or the Fiscal Agent, as
applicable, will not be ultimately recoverable from amounts received by the
Master Servicer with respect to the Wells Fargo Tower Mortgage Loan, which, with
respect to the Master Servicer, shall be evidenced by an Officer's Certificate
as provided by Section 4.03(c).

         "Nonrecoverable Servicing Advance": Any Servicing Advance previously
made or proposed to be made in respect of a Mortgage Loan (other than the Wells
Fargo Tower Mortgage Loan, the Mall at Millenia Mortgage Loan and the Geneva
Commons Mortgage Loan) or any Serviced Whole Loan or any REO Property (other
than an REO Property related to the Wells Fargo Tower Mortgage Loan, the Mall at
Millenia Mortgage Loan and the Geneva Commons Mortgage Loan) which, in the
judgment of the Master Servicer, the Special Servicer, the Trustee or Fiscal
Agent, 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).

         "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, Class S-AFR1,
Class S-AFR2, Class S-AFR3, Class S-AFR4 or Residual Certificate.

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


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<PAGE>


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

         "Option": As defined in Section 3.18.

         "Option Holder": As defined in Section 3.18.

         "Option Notice": As defined in Section 3.18.

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

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

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

         "Pass-Through Rate": With respect to:

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

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

                  (3) the Class A-1, Class A-1A, Class A-2, Class A-3, 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

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

                  (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
         5.336% and the Weighted Average Net Mortgage Rate; and

                  (7) Class S-AFR1, Class S-AFR2, Class S-AFR3 and Class S-AFR4,
         a fixed rate per annum specified for such Class in the Preliminary
         Statement.

         "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



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<PAGE>


each Adjustable Rate Mortgage Loan, if any, is specified in the Mortgage Loan
Schedule, and successive Payment Adjustment Dates for such Adjustable Rate
Mortgage Loan shall thereafter periodically occur with the frequency specified
in the Mortgage Loan Schedule.

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

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

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

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

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

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

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

                  (4) commercial paper (having original maturities of not more
         than 365 days) of any corporation incorporated under the laws of the
         United States or any state thereof which on the date of acquisition has
         been rated by each Rating Agency in its highest short-term rating
         available; provided, that such commercial paper shall have a remaining
         maturity of not more than 30 days;


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<PAGE>


                  (5) a money market fund rated by each 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% 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
Moody's, 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 "P-1" in the case of Moody's.

         "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



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<PAGE>

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 Mall at Millenia Mortgage Loan, the
Wells Fargo Tower Mortgage Loan, the Geneva Commons Mortgage Loan or the
AFR/Bank of America Portfolio B Note) or Serviced Companion Loan that was
subject to a Principal Prepayment in full or in part during any Collection
Period, which Principal Prepayment was received following the Due Date for such
Mortgage Loan or Serviced Companion Loan, 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 Mall at Millenia Mortgage Loan,
the Wells Fargo Tower



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<PAGE>


Mortgage Loan, the Geneva Commons Mortgage Loan or the AFR/Bank of America
Portfolio B Note) or Serviced Companion 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 received
prior to the Due Date for such Mortgage Loan or Serviced Companion Loan, 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 or Serviced Companion Loan to but not
including such Due Date, to the extent not collected from the related Mortgagor
(without regard to any Prepayment Premium or Excess Interest that may have been
collected).

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

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

         "Principal Allocation Fraction":

                  (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 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



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<PAGE>


principal made on the Principal Balance Certificates (other than the Class S-AFR
Certificates) in respect of such Principal Distribution Amount on the preceding
Distribution Date.

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

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

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

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

         "Prospectus Supplement": The Prospectus Supplement, dated December 10,
2003, 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 AFR/Bank of
America Portfolio B Note Holder Purchase Right, 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 an AFR/Bank of America
Portfolio B Note Holder Purchase Right more than 90 days following the
commencement of an AFR/Bank of America Portfolio 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



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<PAGE>


in accordance with the first sentence of this definition in respect of the
related REO Loan. With respect to the Water Tower Mortgage Loan, the Purchase
Price for each Mortgage Loan Seller will be its respective percentage of the
total Purchase Price for the Water Tower Loan Mortgage Loan. The percentage
interests with respect to the Water Tower Loan Mortgage Loan for each Mortgage
Loan Seller shall be, with respect to GSMC, 50% and with respect to Commerzbank,
50%.

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

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

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

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




                                       88
<PAGE>


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.

         "Rated Final Distribution Date": The Distribution Date in April 2040.

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

         "Rating Agency Confirmation": With respect to any matter and any Rating
Agency, where required under this Agreement, confirmation in writing by such
Rating Agency that a proposed action, failure to act, or other event specified
herein will not in and of itself result in the withdrawal, downgrade or
qualification of the rating assigned by such Rating Agency to any Class of
Certificates 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 Mortgage Loan or REO Loan, as the case may be, as of the Due
Date immediately preceding the date the Final Recovery Determination was made,
plus (ii) all accrued but unpaid interest on such Mortgage Loan or REO Loan, as
the case may be (including all Special Servicing Fees, Workout Fees or other
fees, expenses or items with respect to such Mortgage Loan, Serviced Companion
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 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).


                                       89
<PAGE>


         With respect to each 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 Companion 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 Companion 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. With respect to Advance Interest on
Delinquency Advances made with respect to the AFR/Bank of America Portfolio B
Note, the Reimbursement Rate shall be the prime rate plus 3%.

         "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.


                                       90
<PAGE>


         "REMIC I": The segregated pool of assets subject hereto, constituting
the primary trust created hereby and to be administered hereunder, with respect
to which a REMIC election is to be made, consisting of: (i) the Mortgage Loans
as from time to time are subject to this Agreement and all payments under and
proceeds of such Mortgage Loans received or receivable after the Cut-off Date
(other than (a) Excess Interest, (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 Loans, 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-eight (58) separate
non-certificated beneficial ownership interests in REMIC II issued hereunder
designated as a "regular interest" in REMIC II and identified individually as
REMIC II Regular Interests LA-1-1, LA-1-2-A, LA-1-2-B, LA-1-2-C, LA-1-2-D,
LA-2-A, LA-2-B, LA-2-C, LA-2-D, LA-2-E, LA-3-A, LA-3-B, LA-3-C, LA-3-D, LA-3-E,
LA-4-A, LA-4-B, LA1-1, LA1-2A, LA1-2B, LA1-2C, LA1-2D, LA1-2E, LA1-2F, LA1-2G,
LA1-2H, LA1-2I, LA1-2J, LA1-2K, LA1-2L, LA1-2M, LB, LC, LD, LE, LF-



                                       91
<PAGE>


A, LF-B, LF-C, LF-D, LG-A, LG-B, LG-C, LH-A, LH-B, LH-C, LJ-A, LJ-B, LK-A, LL-A,
LL-B, LM, LN, LO, LP, LS-AFR1, LS-AFR2, LS-AFR3 and LS-AFR4. 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, except with respect to the Class LS-AFR1, Class
LS-AFR2, Class LS-AFR3 and Class LS-AFR4 Regular Interests, a Class X Component
as follows:

<TABLE>
<CAPTION>
           REMIC II                   Class of Principal                 Class X
       Regular Interest              Balance Certificates               Component
       ----------------              --------------------       ------------------------------
<S>                                  <C>                        <C>
         Class LA-1-1                     Class A-1             Class LA-1-1 Component(1)

        Class LA-1-2-A                    Class A-1             Class LA-1-2-A Component(1)(2)

        Class LA-1-2-B                    Class A-1             Class LA-1-2-B Component(1)(2)

        Class LA-1-2-C                    Class A-1             Class LA-1-2-C Component(1)(2)

        Class LA-1-2-D                    Class A-1             Class LA-1-2-D Component(1)(2)

         Class LA-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-2-E                     Class A-2             Class LA-2-E 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-3-D                     Class A-3             Class LA-3-D Component(1)(2)

         Class LA-3-E                     Class A-3             Class LA-3-E 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 LA1-1                      Class A-1A            Class LA1-1 Component(1)

         Class LA1-2A                     Class A-1A            Class LA1-2A Component(1)(2)

         Class LA1-2B                     Class A-1A            Class LA1-2B Component(1)(2)

         Class LA1-2C                     Class A-1A            Class LA1-2C Component(1)(2)

         Class LA1-2D                     Class A-1A            Class LA1-2D Component(1)(2)

         Class LA1-2E                     Class A-1A            Class LA1-2E Component(1)(2)

         Class LA1-2F                     Class A-1A            Class LA1-2F Component(1)(2)

         Class LA1-2G                     Class A-1A            Class LA1-2G Component(1)(2)

         Class LA1-2H                     Class A-1A            Class LA1-2H Component(1)(2)
</TABLE>



                                       92
<PAGE>


<TABLE>
<CAPTION>
           REMIC II                   Class of Principal                 Class X
       Regular Interest              Balance Certificates               Component
       ----------------              --------------------       ------------------------------
<S>                                  <C>                        <C>
         Class LA1-2I                     Class A-1A            Class LA1-2I Component(1)(2)

         Class LA1-2J                     Class A-1A            Class LA1-2J Component(1)(2)

         Class LA1-2K                     Class A-1A            Class LA1-2K Component(1)(2)

         Class LA1-2L                     Class A-1A            Class LA1-2L Component(1)(2)

         Class LA1-2M                     Class A-1A            Class LA1-2M Component(1)(2)

           Class LB                        Class B              Class LB Component(1)(2)

           Class LC                        Class C              Class LC Component(1)(2)

           Class LD                        Class D              Class LD Component(1)(2)

           Class LE                        Class E              Class LE Component(1)(2)

          Class LF-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 LG-C                       Class G              Class LG-C 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 LL-A                       Class L              Class LL-A Component(1)(2)

          Class LL-B                       Class L              Class LL-B 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)

        Class LS-AFR1                    Class S-AFR1           N/A

        Class LS-AFR2                    Class S-AFR2           N/A

        Class LS-AFR3                    Class S-AFR3           N/A

        Class LS-AFR4                    Class S-AFR4           N/A
</TABLE>

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

(1)   Applicable to the Class X-1 Certificates


                                       93
<PAGE>


(2)   Applicable to the Class X-2 Certificates

         "REMIC II Remittance Rate": With respect to each REMIC II Regular
Interest, other than the Class LS-AFR1, Class LS-AFR2, Class LS-AFR3 and Class
LS-AFR4, 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). With respect to the Class LS-AFR1, Class LS-AFR2, Class LS-AFR3 and Class
LS-AFR4, the Pass-Through Rate for the related Class of REMIC III Certificates.

         "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



                                       94
<PAGE>


         Regulations Section 1.856-4(b)(1) (whether or not such charges are
         separately stated); and

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

         "REO Account": A segregated account or accounts created and maintained
by the Special Servicer pursuant to Section 3.16(b) on behalf of the Trustee in
trust for the Certificateholders, which shall be entitled "GMAC Commercial
Mortgage Corporation, as Special Servicer, in trust for registered holders of
GMAC Commercial Mortgage Securities, Inc., Mortgage Pass-Through Certificates,
Series 2003-C3."

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

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

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

         "REO Loan": The mortgage loan deemed for purposes hereof to be
outstanding with respect to each REO Property. Each REO Loan shall be deemed to
provide for monthly payments of principal and/or interest equal to the
applicable Assumed Monthly Payment and otherwise to have the same terms and
conditions as its predecessor Mortgage Loan or Serviced Companion Loan,
including, without limitation, with respect to the calculation of the Mortgage
Rate in effect from time to time (such terms and conditions to be applied
without regard to the default on such predecessor Mortgage Loan or Serviced
Companion Loan). Each REO Loan shall be deemed to have an initial outstanding
principal balance and Stated Principal Balance equal to the outstanding
principal balance and Stated Principal Balance, respectively, of its predecessor
Mortgage Loan or Serviced Companion Loan as of the date of the related REO
Acquisition. All Monthly Payments (other than a Balloon Payment), Assumed
Monthly Payments and other amounts due and owing in respect of the predecessor
Mortgage Loan or Serviced Companion Loan as of the date of the related REO
Acquisition shall be deemed to continue to be due and owing in respect of an REO
Loan. In addition, Nonrecoverable Advances (including interest on such
Nonrecoverable Advances) with respect to such REO Loan that were paid 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, the Trustee or the Fiscal Agent 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,
the Trustee or the Fiscal Agent 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,
the Trustee or the Fiscal Agent in respect of the predecessor Mortgage Loan or
Serviced Companion Loan as of the date of the related REO Acquisition,
including, without



                                       95
<PAGE>


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, the Trustee or the
Fiscal Agent, as the case may be, in respect of an REO Loan.

         "REO Property": A Mortgaged Property acquired by the Special Servicer
on behalf and in the name of the Trustee for the benefit of the
Certificateholders (and, in the case of the Mortgaged Property securing a
Serviced Whole Loan, for the benefit of the Certificateholders and the related
Serviced Companion Loan 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 Wells Fargo Tower Mortgage Loan, the Mall at Millenia Mortgage Loan and the
Geneva Commons 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
Companion 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



                                       96
<PAGE>


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;

         (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.

         "S&P Approved Master Servicer": As defined in Section 4.03(b).

         "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.


                                       97
<PAGE>


         "Serviced Companion Loan": Any of the AFR/Bank of America Portfolio
Companion Loans, the Water Tower Place Companion Loans, the 609 Fifth Avenue
Companion Loans and the 5 Houston Center Companion Loan.

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

         "Serviced Companion Loan Holder": Any of the AFR/Bank of America
Portfolio Companion Loan Holders, the Water Tower Place Companion Loan Holders,
the 609 Fifth Avenue Companion Loan Holders and the 5 Houston Center Companion
Loan Holder.

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

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

         "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 one or more
Serviced Companion Loans.

         "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 of the 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": The AFR/Bank of America Portfolio Whole Loan,
the Water Tower Place Whole Loan, the 609 Fifth Avenue Whole Loan or the 5
Houston Center Whole Loan, as the context may require.

         "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. Any such account or accounts shall be an Eligible
Account.


                                       98
<PAGE>


         "Serviced Whole Loan Intercreditor Agreement": The AFR/Bank of America
Portfolio Intercreditor Agreement, Water Tower Place Intercreditor Agreement,
the 609 Fifth Avenue Intercreditor Agreement, the 5 Houston Center Intercreditor
Agreement or the Geneva Commons Intercreditor Agreement, as the context may
require.

         "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, the
Trustee or the Fiscal Agent, as applicable, in connection with the servicing and
administering of (a) a Mortgage Loan (excluding the Wells Fargo Tower Mortgage
Loan, the Mall at Millenia Mortgage Loan or the Geneva Commons Mortgage Loan) or
a Serviced Companion 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 Property relating to the Wells
Fargo Tower Mortgage Loan, the Mortgaged Property relating to the Mall at
Millenia Mortgage Loan or the Geneva Commons Mortgage Loan), (iii) obtaining any
Insurance Proceeds or any Liquidation Proceeds in respect of any Mortgage Loan
(excluding the Wells Fargo Tower Mortgage Loan, the Mall at Millenia Mortgage
Loan and the Geneva Commons Mortgage Loan), any Serviced Companion Loan or any
REO Property, (iv) any enforcement or judicial proceedings with respect to a
Mortgaged Property, including foreclosures, and (v) the operation, management,
maintenance and liquidation of any REO



                                       99
<PAGE>


Property (excluding any REO Property related to the Wells Fargo Tower Mortgage
Loan, the Mall at Millenia Mortgage Loan or the Geneva Commons Mortgage Loan).
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 or Serviced
Companion Loan (including any REO Loan), the percentage rate per annum set forth
with respect to such Mortgage Loan or Serviced Companion Loan (including any REO
Loan) on the Mortgage Loan Schedule.

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

         "Servicing File": Any documents (including copies of any documents
required to be part of the related Mortgage File), including but not limited to
appraisals, environmental reports, engineering reports, property insurance
information (including the Accord 27 certificate), property inspection reports,
financial statements, escrow analyses, tax bills, financial information on the
borrower, sponsor and guarantor, copies of the letters of credit and copies of
environmental insurance policies and legal opinions delivered to the Master
Servicer or the Special Servicer and relating to the servicing of any Mortgage
Loan or Serviced Companion 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 Companion 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 Wells Fargo Tower Mortgage Loan, the Mall at Millenia Mortgage Loan and
the Geneva Commons 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."

         "Significant Servicing Matter": As defined in the Amended and Restated
Mall at Millenia Side Letter Agreement.

         "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 2003-C3." Any such account shall be
an Eligible Account and shall be an "outside reserve fund" for purposes of the
REMIC Provisions, which is not held by REMIC I.


                                      100
<PAGE>


         "Special Servicer": Lennar, with respect to all Mortgage Loans other
than the AFR/Bank of America Portfolio Whole Loan or Midland, with respect to
the AFR/Bank of America Portfolio Whole Loan, as applicable, or any successor
special servicer appointed as herein provided.

         "Special Servicing Delay": As defined in Section 3.30 (b)(v).

         "Special Servicing Fee": With respect to each Specially Serviced
Mortgage Loan (including any Serviced Companion 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 Companion Loan) and REO Loan, 0.250% per
annum.

         "Specially Serviced Mortgage Loan": Any Mortgage Loan (including each
related Cross-Collateralized Mortgage Loan, but excluding the Wells Fargo Tower
Mortgage Loan, the Mall at Millenia Mortgage Loan and the Geneva Commons
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 (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, 60 days following such
         default); or

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

                  (3) either the Master Servicer or the Special Servicer, with
         the consent of the Majority Certificateholder of the Controlling Class
         (in the case of the Special Servicer) has determined in accordance with
         the Servicing Standard that a default in the making of a Monthly
         Payment without regard to any grace period or any other payment
         required under the related Mortgage Note or the related Mortgage is
         likely to occur and is likely to remain unremedied for at least 60
         days; or

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

                  (5) a decree or order of a court or agency or supervisory
         authority in an involuntary case under any 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



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<PAGE>


         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 AFR/Bank of America Portfolio 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 Class
         S-AFR Controlling Class Directing Holder is exercising the AFR/Bank of
         America Portfolio B Note Holder Cure Right pursuant to Section 3.30 and
         has made all AFR/Bank of America Portfolio B Note Holder Cure Advances
         then required by Section 3.30; provided, further, a Servicing Transfer
         Event shall be deemed not to have occurred with respect to the AFR/Bank
         of America Portfolio Whole Loan during the continuance of a Special
         Servicing Delay; and provided, further, that a Servicing Transfer Event
         shall be deemed not to have occurred with respect to the 609 Fifth
         Avenue Whole Loan if such event is being cured by the 609 Fifth Avenue
         Mezzanine Lender in accordance with the 609 Fifth Avenue 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);


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<PAGE>


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

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



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<PAGE>


Loan, as the case may be, shall be zero commencing as of the Distribution Date
in the Collection Period next following the Collection Period in which such
Liquidation Event occurred.

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

         "Subordinated Certificate": Any Class B, Class C, Class D, Class E,
Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O,
Class P, Class S-AFR1, Class S-AFR2, S-AFR3, S-AFR4 or Residual Certificate.

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

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

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

         "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.


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<PAGE>


         "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": LaSalle Bank National Association, 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": .0018%. The Trustee Fee Rate is included in the
Servicing Fee Rate set forth for each Mortgage Loan on the Mortgage Loan
Schedule.

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

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

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

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



                                      105
<PAGE>


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).

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

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

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

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

         "Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, 98% of the Voting Rights shall be allocated among the Holders
of the various outstanding Classes of Principal Balance Certificates (other than
the Class S-AFR 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



                                      106
<PAGE>


allocated to a Class of Certificateholders shall be allocated among such
Certificateholders in proportion to the Percentage Interests evidenced by their
respective Certificates.

         "Water Tower Place Intercreditor Agreement": with respect to the Water
Tower Place Mortgage Loan and the Water Tower Place Companion Loans, that
certain A Notes Intercreditor Agreement, dated as of December 1, 2003, by and
among GSMC, as the A1 Noteholder, A3 Noteholder and A5 Noteholder and
Commerzbank, as the A2 Noteholder, A4 Noteholder and A6 Noteholder, as amended
from time to time in accordance with its terms.

         "Water Tower Place Companion Loan Holders": Any holder of a Water Tower
Place Companion Loan.

         "Water Tower Place Companion Loans": As defined in the Preliminary
Statement.

         "Water Tower Place Mortgage Loan": As defined in the Preliminary
Statement.

         "Water Tower Place Whole Loan": As defined in the Preliminary
Statement.

         "Weighted Average Net Mortgage Rate": With respect to any Distribution
Date, the REMIC II Remittance Rate for each REMIC II Regular Interest other than
the Class LS-AFR1, Class LS-AFR2, Class LS-AFR3 and Class LS-AFR4 Regular
Interests for such Determination Date.

         "Wells Fargo Tower Consultation Rights": Shall have the meaning set
forth in Section 3.24(h).

         "Wells Fargo Tower Co-Lender Agreement": with respect to the Wells
Fargo Tower Mortgage Loan and the Wells Fargo Tower Companion Loans, that
certain amended and restated co-lender agreement, dated as of December 18, 2003,
by and between Greenwich Capital Financial Products, Inc., a Delaware
corporation, and Morgan Stanley Mortgage Capital Inc., a New York corporation,
as amended from time to time in accordance with its terms.

         "Wells Fargo Tower Companion Loans": As defined in the Preliminary
Statement.

         "Wells Fargo Tower Mortgage Loan": As defined in the Preliminary
Statement.

         "Wells Fargo Tower Serviced B Note": As defined in the Preliminary
Statement.

         "Wells Fargo Tower Significant Servicing Matters": Shall have the
meaning set forth in Section 3.24(h).

         "Wells Fargo Tower Whole Loan Interim Servicing Agreement": 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



                                      107
<PAGE>


the Due Date in the month in which such Distribution Date occurs, to the extent
that a Monthly Payment or Delinquency Advance is made in respect thereof.

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

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

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

         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 any related Serviced Companion Loans 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, on a pro rata basis in accordance with the respective amounts then
"due and owing" as to each such Mortgage Loan and Serviced Companion Loan. All
amounts collected in respect of any Mortgage Loan or Serviced Companion Loan
(whether or not such Mortgage Loan or Serviced Companion Loan is a
Cross-Collateralized Mortgage Loan) in the form of payments from Mortgagors,
Liquidation Proceeds or Insurance Proceeds shall be applied to amounts due and
owing under the related Mortgage Note and Mortgage (including, without
limitation, for principal and accrued and unpaid interest) in accordance with
the express provisions of the related Mortgage Note and Mortgage and, in the
absence of such express provisions, shall be applied for purposes of this
Agreement: first, as a recovery of any related unreimbursed Servicing Advances
and, if applicable, unpaid Liquidation Expenses, Additional Trust Fund Expenses
or other fees and expenses payable to the Master Servicer, the Special Servicer,
the Trustee or the Fiscal Agent and attributable to such Mortgage Loan; second,
as a recovery of Nonrecoverable Advances (including interest on such
Nonrecoverable Advances) that were paid from collections on the Mortgage 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,
the Serviced Companion Loan to but not including, as appropriate, the date of
receipt or, in the case of a full Monthly Payment from any Mortgagor, the
related Due Date; fourth, as a recovery of principal of such Mortgage Loan and ,
if applicable, the Serviced Companion Loan then due and owing, including,
without limitation, by reason of acceleration of the Mortgage Loan or Serviced
Companion Loan following a default thereunder (or, if a Liquidation Event has
occurred in respect of such Mortgage Loan or Serviced Companion Loan, 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



                                      108
<PAGE>


applicable, the Serviced Companion Loan; eighth, as a recovery of any Penalty
Charges then due and owing under such Mortgage Loan and, if applicable, the
Serviced Companion Loan; ninth, as a recovery of any other amounts (other than
Excess Interest) then due and owing under such Mortgage Loan and, if applicable,
the Serviced Companion Loan; tenth, as a recovery of any remaining principal of
such Mortgage Loan or Serviced Companion Loan to the extent of its entire
remaining unpaid principal balance; and eleventh, if such Mortgage Loan is an
ARD Loan, as a recovery of any Excess Interest then due and owing on such
Mortgage Loan or Serviced Companion Loan.

                  (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, the Trustee or the Fiscal Agent and attributable to such
REO Property or the related REO Loan; second, as a recovery of Nonrecoverable
Advances (including interest on such Nonrecoverable Advances) with respect to
such REO Loan, that were paid from collections on the Mortgage 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 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 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.

                                   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.


                                      109
<PAGE>



                  (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 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



                                      110
<PAGE>


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 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 GSMC, GACC, Commerzbank 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.


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<PAGE>


         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.

                  (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 the Serviced Companion Loans, the related Serviced Companion
Loan Holders. 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.


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                  (f) 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 A Notes Intercreditor Agreement, the AFR/Bank of America Portfolio
Agreement Among Noteholders, the Water Tower Place Intercreditor Agreement, the
Mall at Millenia A Notes Intercreditor Agreement, the Mall at Millenia Agreement
Among Note Holders, the Wells Fargo Tower Co-Lender Agreement, the 609 Fifth
Avenue Intercreditor Agreement, the 5 Houston Center Intercreditor Agreement and
the Geneva Commons Intercreditor Agreement.

         Notwithstanding anything to the contrary contained in this Section
2.01, the satisfaction of the delivery requirements hereunder with respect to
the Water Tower Mortgage Loan may be satisfied by either GSMC or Commerzbank and
satisfaction by either such party shall constitute satisfaction by the other.

         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 Wells Fargo Tower Mortgage Loan, the
Mall at Millenia Mortgage Loan and the Geneva Commons 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(s), 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.

         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
Wells Fargo Tower Mortgage Loan, the Mall at Millenia



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Mortgage Loan and the Geneva Commons 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 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



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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 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 Mall at Millenia Mortgage Loan, the Wells
Fargo Tower Mortgage Loan and the Geneva Commons 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, the
related Serviced Companion Loan Holder. At any time after the date which is two
years after the Closing Date, the Depositor, the Master Servicer, the Special
Servicer, any Certificateholder and any Serviced Companion Loan 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 with respect to the Serviced Companion Loans, the related
Serviced Companion Loan Holders) 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


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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 Loan; provided that the Trustee's certification with respect to the
Mall at Millenia Mortgage Loan, the Wells Fargo Tower Mortgage Loan and the
Geneva Commons 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, 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 the Serviced Companion Loans, the related Serviced Companion
Loan Holders. 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



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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 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, it being understood that with respect to the Water Tower Mortgage Loan
that a cure by either GSMC or Commerzbank shall constitute a cure by both
parties, (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



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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 (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. Notwithstanding the
foregoing, GSMC and Commerzbank are each liable for 50% of such above referred
amounts with respect to their jointly originated Mortgage Loan.

         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



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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 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


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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 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 provided, that
in the case of the repurchase of the AFR/Bank of America Portfolio Mortgage Loan
or the AFR/Bank of America Portfolio B Note, the Mortgage File with respect to
the AFR/Bank of America Portfolio Whole Loan shall not be tendered to the
applicable Mortgage Loan Seller unless such Mortgage Loan is the sole remaining
AFR/Bank of America Portfolio Whole Loan or AFR/Bank of America Portfolio B Note
in the Trust Fund, 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.


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         (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 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. Notwithstanding the foregoing, GSMC and Commerzbank
are each only liable for 50% of such amounts with respect to their jointly
originated Mortgage Loan.

         (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. Notwithstanding the foregoing, GSMC and
Commerzbank are each only liable for 50% of such amounts with respect to their
jointly originated Mortgage Loan.

         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



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to the REMIC I Regular Interests to the Trustee for the benefit of the Class
R-II Certificateholders and REMIC III as holder of the REMIC II Regular
Interests. The Trustee acknowledges the assignment to it of the REMIC I Regular
Interests and declares that it holds and will hold the same in trust for the
exclusive use and benefit of all present and future Class R-II
Certificateholders and REMIC III as the holder of the REMIC II Regular
Interests.

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

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

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

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

         Section 2.08 Issuance of REMIC III Certificates.

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


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                                  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 Mall at Millenia
Mortgage Loan, the Wells Fargo Tower Mortgage Loan and the Geneva Commons
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 the related
Serviced Companion Loan Holders (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 respective Mortgage Loans and Serviced Companion
Loans, 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 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 Companion 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 and the Serviced Companion Loan Holders (as a collective
whole), on a present value basis (the relevant discounting of anticipated
collections that will be distributable to Certificateholders or the Serviced
Companion Loan 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 Security or Serviced Companion Loan B Note 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



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the foregoing standard and to execute and deliver, on behalf of the
Certificateholders, the Serviced Companion Loan 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 collectability
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 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 AFR/Bank of
America Portfolio Whole Loan is subject to the terms and conditions of the
AFR/Bank of America



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Portfolio Agreement Among Noteholders and the AFR/Bank of America Portfolio A
Notes Intercreditor Agreement. With respect to the AFR/Bank of America Portfolio
Whole Loan, the Trustee, the Fiscal Agent, the Master Servicer and the Special
Servicer recognize the respective rights and obligations of the Trust and the
AFR/Bank of America Portfolio Companion Loan Holders under the AFR/Bank of
America Portfolio Agreement Among Noteholders and the AFR/Bank of America
Portfolio A Notes Intercreditor Agreement, including, with respect to the
allocation of collections on or in respect of the AFR/Bank of America Portfolio
Whole Loan in accordance with Sections 3 and 4 of the AFR/Bank of America
Portfolio Agreement Among Noteholders and the AFR/Bank of America Portfolio A
Notes Intercreditor Agreement. The Master Servicer shall comply with the
applicable provisions of the AFR/Bank of America Portfolio Agreement Among
Noteholders, including the provisions of Section 3 and 4 thereof, and the
AFR/Bank of America Portfolio A Notes Intercreditor Agreement, and if the
AFR/Bank of America Portfolio Whole Loan is then being specially serviced, the
Special Servicer shall comply with the applicable provisions of the AFR/Bank of
America Portfolio Agreement Among Noteholders, including, the provisions of
Sections 3 and 4 thereof.

                  (ii) The parties hereto acknowledge that the Water Tower Place
Whole Loan is subject to the terms and conditions of the Water Tower Place
Intercreditor Agreement. With respect to the Water Tower Place Whole Loan, the
Trustee, the Fiscal Agent, the Master Servicer and the Special Servicer
recognize the respective rights and obligations of the Trust and the Water Tower
Place Companion Loan Holders under the Water Tower Place Intercreditor
Agreement, including, with respect to the allocation of collections on or in
respect of the Water Tower Place Whole Loan in accordance with Section 3.2 of
the Water Tower Place Intercreditor Agreement. The Master Servicer shall comply
with the applicable provisions of the Water Tower Place Intercreditor Agreement,
and if the Water Tower Place Whole Loan is then being specially serviced, the
Special Servicer shall comply with the applicable provisions of the Water Tower
Place Intercreditor Agreement, including, in each case, the provisions of
Section 3 thereof.

                  (iii) The parties hereto acknowledge that the 609 Fifth Avenue
Whole Loan is subject to the terms and conditions of the 609 Fifth Avenue
Intercreditor Agreement. With respect to the 609 Fifth Avenue Whole Loan, the
Trustee, the Fiscal Agent, the Master Servicer and the Special Servicer
recognize the respective rights and obligations of the Trust and the 609 Fifth
Avenue Companion Loans Holder under the 609 Fifth Avenue Intercreditor
Agreement, including, with respect to the allocation of collections on or in
respect of the 609 Fifth Avenue Whole Loan in accordance with Section 3.2 of the
609 Fifth Avenue Intercreditor Agreement. The Master Servicer shall comply with
the applicable provisions of the 609 Fifth Avenue Intercreditor Agreement, and
if the 609 Fifth Avenue Whole Loan is then being specially serviced, the Special
Servicer shall comply with the applicable provisions of Intercreditor Agreement,
including, in each case, the provisions of Section 3.3, 3.4 and 3.5 thereof.

                  (iv) The parties hereto acknowledge that the 5 Houston Center
Whole Loan is subject to the terms and conditions of the 5 Houston Center
Intercreditor Agreement. With respect to the 5 Houston Center Whole Loan, the
Trustee, the Fiscal Agent, the Master Servicer and the Special Servicer
recognize the respective rights and obligations of the Trust and the 5 Houston
Center Companion Loan Holder under the 5 Houston Center Intercreditor



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Agreement, including, with respect to the allocation of collections on or in
respect of the 5 Houston Center Whole Loan in accordance with Section 3.2 of the
5 Houston Center Intercreditor Agreement. The Master Servicer shall comply with
the applicable provisions of the 5 Houston Center Intercreditor Agreement, and
if the 5 Houston Center Whole Loan is then being specially serviced, the Special
Servicer shall comply with the applicable provisions of the 5 Houston Center
Intercreditor Agreement, including, in each case, the provisions of Section 3
thereof.

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

                  (i) the Mall at Millenia Mortgage Loan shall be serviced and
administered by the 2003-IQ4 Master Servicer and the 2003-IQ4 Special Servicer
pursuant to the 2003-IQ4 Pooling and Servicing Agreement, the Mall at Millenia A
Notes Intercreditor Agreement and the Mall at Millenia Agreement Among
Noteholders, except as otherwise specifically provided in this Agreement. If the
Mall at Millenia Companion Loans that are an asset under the trust created by
the 2003-IQ4 Pooling and Servicing Agreement are removed from the mortgage loan
pool created under the 2003-IQ4 Pooling and Servicing Agreement, or if the
2003-IQ4 Pooling and Servicing Agreement is otherwise terminated, the servicing
of the Mall at Millenia Mortgage Loan shall be transferred, pursuant to the Mall
at Millenia A Notes Intercreditor Agreement and the Mall at Millenia Agreement
Among Noteholders, and shall be serviced and administered by a successor
servicing agreement, which shall have similar provisions to the 2003-IQ4 Pooling
and Servicing Agreement as set forth in the Mall at Millenia A Notes
Intercreditor Agreement and the Mall at Millenia Agreement Among Noteholders.

                  (ii) the Wells Fargo Tower Mortgage Loan shall be serviced and
administered initially by Wachovia Bank, National Association in accordance with
the terms of the Wells Fargo Tower Whole Loan Interim Servicing Agreement, and
thereafter, by the Greenwich Commercial Mortgage Trust 2003-C2 Master Servicer
and the Greenwich Commercial Mortgage Trust 2003-C2 Special Servicer pursuant to
the Greenwich Commercial Mortgage Trust 2003-C2 Pooling and Servicing Agreement
and the Wells Fargo Tower Co-Lender Agreement, except as otherwise specifically
provided in this Agreement. If the Wells Fargo Tower Companion Loans that are
assets under the trust created by the Greenwich Commercial Mortgage Trust
2003-C2 Pooling and Servicing Agreement are removed from the mortgage loan pool
created under the Greenwich Commercial Mortgage Trust 2003-C2 Pooling and
Servicing Agreement, or if the Greenwich Commercial Mortgage Trust 2003-C2
Pooling and Servicing Agreement is otherwise terminated, the servicing of the
Wells Fargo Tower Mortgage Loan shall be transferred, pursuant to the Wells
Fargo Tower Co-Lender Agreement, and shall be serviced and administered by a
successor servicing agreement, which shall have similar provisions to the
Greenwich Commercial Mortgage Trust 2003-C2 Pooling and Servicing Agreement as
set forth in the Wells Fargo Tower Co-Lender Agreement.

                  (iii) the Geneva Commons Mortgage Loan shall be serviced and
administered by the GMACCM 2003-C2 Master Servicer and the GMACCM 2003-C2
Special Servicer pursuant to the GMACCM 2003-C2 Pooling and Servicing Agreement
and the Geneva Commons Intercreditor Agreement, except as otherwise specifically
provided in this Agreement. If the Geneva Commons Companion Loan that is an
asset under the trust created by the GMACCM 2003-C2 Pooling and Servicing
Agreement is removed from the mortgage loan pool



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created under the GMACCM 2003-C2 Pooling and Servicing Agreement, or if the
GMACCM 2003-C2 Pooling and Servicing Agreement is otherwise terminated, the
servicing of the Geneva Commons Mortgage Loan shall be transferred, pursuant to
the Geneva Commons Intercreditor Agreement, and shall be serviced and
administered by a successor servicing agreement, which shall have similar
provisions to the GMACCM 2003-C2 Pooling and Servicing Agreement as set forth in
the Geneva Commons Intercreditor Agreement and in Section 3.29 of the GMACCM
2003-C2 Pooling and Servicing Agreement.

         Section 3.02 Collection of Mortgage Loan and Serviced 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 Mall at Millenia Mortgage Loan, the Wells Fargo Tower
Mortgage Loan and the Geneva Commons Mortgage Loan) and the Serviced Companion
Loans (as the case may be) 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 Companion Loans, follow such collection
procedures as are consistent with the Servicing Standard; provided, however,
that nothing herein contained shall be construed as an express or implied
guarantee by the Master Servicer or the Special Servicer of the collectability
of the Mortgage Loans and Serviced Companion 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 Companion
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 2003-IQ4 Master Servicer, to Wachovia Bank, National
Association pursuant to the Wells Fargo Tower Whole Loan Interim Servicing
Agreement or the Greenwich Commercial Mortgage Trust 2003-C2 Pooling and
Servicing Agreement, as applicable, and the GMACCM 2003-C2 Master Servicer,
stating that, as of the Closing Date, the Trustee is the holder of the Mall at
Millenia Mortgage Loan, the Wells Fargo Tower Mortgage Loan and the Geneva
Commons Mortgage Loans, respectively, and directing the 2003-IQ4 Master
Servicer, the Greenwich Commercial Mortgage Trust 2003-C2 Master Servicer and
the GMACCM 2003-C2 Master Servicer, respectively, to remit to the Master
Servicer all amounts payable to, and directing the 2003-IQ4 Master Servicer, the
Greenwich Commercial Mortgage Trust 2003-C2 Master Servicer and the GMACCM
2003-C2 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 Mall at
Millenia Mortgage Loan, the Wells Fargo Tower Mortgage Loan and the Geneva
Commons Mortgage Loan under the 2003-IQ4 Pooling and Servicing Agreement, the
Mall at Millenia A Notes Intercreditor Agreement and the Mall at Millenia
Agreement Among Noteholders; the Greenwich Commercial Mortgage Trust 2003-C2
Pooling and Servicing Agreement and the Wells Fargo Tower Co-Lender Agreement;
and the GMACCM 2003-C2 Pooling and Servicing Agreement and the Geneva Commons
Intercreditor Agreement, as applicable, except the Balloon Payment due on the
Mall at Millenia Mortgage Loan and the remittance report related to such Balloon
Payment, which the Trustee shall direct



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the 2003-IQ4 Master Servicer to remit and deliver directly to the Trustee net of
any related fees or other amounts due to the Master Servicer or other parties.
The Master Servicer shall, on the day of receipt thereof, deposit into the
Certificate Account all amounts received with respect to the Mall at Millenia
Mortgage Loan, the Wells Fargo Tower Mortgage Loan and the Geneva Commons
Mortgage Loan, the Mall at Millenia Mortgaged Property, the Wells Fargo Tower
Mortgaged Property and the Geneva Commons Mortgaged Property or any related REO
Property.

         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 Companion 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 Companion 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 Fiscal Agent, 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 Companion 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 Companion Loans serviced hereunder other than Specially
Serviced Mortgage Loans) and the Special Servicer (with respect to the Specially
Serviced Mortgage Loans) shall (i) maintain accurate records with respect to
each related Mortgaged Property reflecting the status of real estate taxes,
assessments and other similar items that are or may become a lien thereon and
the status of insurance premiums and any ground rents payable in respect
thereof, and (ii) use reasonable efforts to obtain, from time to time, all bills
for the payment of such items (including renewal premiums) for Mortgage Loans
and Serviced Companion 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
Companion Loan. To the extent that a Mortgage Loan or Serviced Companion Loan
does not require a Mortgagor to



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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 Companion 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 or Serviced
Companion Loans, notwithstanding that the terms of such Mortgage Loans or
Serviced Companion Loans so permit. The parties acknowledge that, pursuant to
the 2003-IQ4 Pooling and Servicing Agreement, the Greenwich Commercial Mortgage
Trust 2003-C2 Pooling and Servicing Agreement and the GMACCM 2003-C2 Pooling and
Servicing Agreement, the 2003-IQ4 Master Servicer, the Greenwich Commercial
Mortgage Trust 2003-C2 Master Servicer and the GMACCM 2003-C2 Master Servicer
are each obligated to make servicing advances with respect to the Mall at
Millenia Mortgage Loan, the Wells Fargo Tower Mortgage Loan and the Geneva
Commons Mortgage Loan, respectively. The 2003-IQ4 Master Servicer, the Greenwich
Commercial Mortgage Trust 2003-C2 Master Servicer and the GMACCM 2003-C2 Master
Servicer or, to the extent such party has made an advance the trustee or fiscal
agent or other Persons making advances under the 2003-IQ4 Pooling and Servicing
Agreement, the Greenwich Commercial Mortgage Trust 2003-C2 Pooling and Servicing
Agreement or the GMACCM 2003-C2 Pooling and Servicing Agreement shall be
entitled to reimbursement for any Nonrecoverable Servicing Advances (with, in
each case, any accrued and unpaid interest thereon provided for under the
2003-IQ4 Pooling and Servicing Agreement, the Greenwich Commercial Mortgage
Trust 2003-C2 Pooling and Servicing Agreement and the GMACCM 2003-C2 Pooling and
Servicing Agreement, as applicable) in the manner set forth in the 2003-IQ4
Pooling and Servicing Agreement, the Mall at Millenia A Notes Intercreditor
Agreement and the Mall at Millenia Agreement Among Noteholders; the Greenwich
Commercial Mortgage Trust 2003-C2 Pooling and Servicing Agreement and the Wells
Fargo Tower Co-Lender Agreement; and the GMACCM 2003-C2 Pooling and Servicing
Agreement and the Geneva Commons Intercreditor Agreement, as applicable.

                  (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



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invested in accordance with the terms of the related Mortgage 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, Class S-AFR
Sub-Account Interest Reserve 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
relating to the Trust Fund held in any Lock-Box Account or Cash Collateral
Account, if any, and only to the extent not required to be paid to the
applicable Mortgagor under the terms of the related Mortgage Loan documents or
applicable law;

                       (iv) all Insurance Proceeds and Liquidation Proceeds
received in respect of any Mortgage Loan (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 connection with a purchase of all the
Mortgage Loans and any REO Properties in the Trust Fund pursuant to



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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 endorse such check to the order of the Master Servicer
and shall deliver promptly, but in no



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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 Distribution Account shall
be deemed to consist of two separate sub-accounts: the main Distribution
Account, and the Class S-AFR Sub-Account. The Class S-AFR Sub-Account shall be
deemed to be held in trust for the benefit of the Holders of the Class S-AFR
Certificates.

         The Master Servicer shall deliver to the Trustee each month on or
before the Master Servicer Remittance Date therein, for deposit in the Class
S-AFR Sub Account, the AFR/Bank of America Portfolio B Note Remittance Amount in
accordance with Section 3.05(e) and 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 and excluding the Balloon
Payment on the Mall at Millenia Mortgage Loan, which will be remitted directly
to the Trustee) 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 or, if such amounts relate to the AFR/Bank of America Portfolio B Note
or Class S-AFR Certificates, the Class S-AFR Sub-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 2003-IQ4 Master
Servicer, the 2003-IQ4 Special Servicer or the 2003-IQ4 Trustee pursuant to the
2003-IQ4 Pooling and Servicing



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Agreement or the Mall at Millenia A Notes Intercreditor Agreement and the Mall
at Millenia Agreement Among Noteholders on account of the Mall at Millenia
Mortgage Loan;

                       (v) all amounts received from the Greenwich Commercial
Mortgage Trust 2003-C2 Master Servicer, the Greenwich Commercial Mortgage Trust
2003-C2 Special Servicer or the Greenwich Commercial Mortgage Trust 2003-C2
Trustee pursuant to the Greenwich Commercial Mortgage Trust 2003-C2 Pooling and
Servicing Agreement and the Wells Fargo Tower Co-Lender Agreement;

                       (vi) all amounts received from the GMACCM 2003-C2 Master
Servicer, the GMACCM 2003-C2 Special Servicer or the GMACCM 2003-C2 Trustee
pursuant to the GMACCM 2003-C2 Pooling and Servicing Agreement and the Geneva
Commons Intercreditor Agreement; and

                       (vii) any other amounts required to be so delivered for
deposit in the Distribution Account or the Class S-AFR Sub-Account, as
applicable, pursuant to any provision of this Agreement.

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

         Funds in the Distribution Account and the Class S-AFR Sub-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 or the Class S-AFR
Sub-Account, as applicable, as of the Closing Date and of the new location of
the Distribution Account prior to any change thereof.


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

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

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

         On each Master Servicer Remittance Date occurring in (i) January of
each calendar year that is not a leap year and (ii) February of each calendar
year, the Trustee shall calculate the Withheld Amount with respect to each
Interest Reserve Loan. On each such Master Servicer Remittance Date, the Trustee
shall withdraw from the Distribution Account or the Class S-AFR Sub-Account, as
applicable, 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
(excluding the withheld Amount in respect of the AFR/Bank of America Portfolio B
Note) and transfer to the Class S-AFR Sub-Account, the Withheld Amount on
deposit in the Interest Reserve Account in respect of the AFR/Bank of America
Portfolio B Note.

                  (f) 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



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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 or the Class S-AFR Sub-Account pursuant to Section
9.01) or with respect to Excess Liquidation Proceeds and Liquidation Proceeds
relating to the AFR/Bank of America Portfolio B Note, the Class S-AFR
Sub-Account;

                       (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) any AFR/Bank of America Portfolio B Note Holder
Cure Advance made pursuant to Section 3.30(b).

         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



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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.

         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 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 AFR/Bank of America Portfolio Whole Loan and the
allocations of amounts received with respect to the AFR/Bank of America
Portfolio Whole Loan among the AFR/Bank of America Portfolio Pari Passu Loans
and the AFR/Bank of America Portfolio B Note, if the Special Servicer, in
connection with a workout of the AFR/Bank of America Portfolio Whole Loan, has
modified the terms thereof (after complying with the requirements of Section
3.29(b)) 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 or Serviced Companion Loan 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
AFR/Bank of America Portfolio Whole Loan and allocations among the AFR/Bank of
America Portfolio Pari Passu Loans and the AFR/Bank of America Portfolio 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 AFR/Bank of America Portfolio Pari Passu
Loans remaining the same as they are on the date hereof, and the AFR/Bank of
America Portfolio B Note shall bear the effect of all waivers, reductions or
deferrals of amounts due on the AFR/Bank of America Portfolio Whole Loan and the
related Mortgage Notes attributable to such workout (up to the amount of the
amounts distributable in



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respect of the AFR/Bank of America Portfolio B Note from amounts on deposit in
the Serviced Whole Loan Custodial Account with respect to the AFR/Bank of
America Portfolio 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 Class S-AFR Sub-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 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
Mall at Millenia Mortgage Loan, the Wells Fargo Tower Mortgage Loan and the
Geneva Commons 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;

                       (iv) to pay to the Special Servicer earned and unpaid
Workout Fees and Liquidation Fees with respect to the Mortgage Loans (other than
the Mall at Millenia Mortgage Loan, the Wells Fargo Tower Mortgage Loan and the
Geneva Commons 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 Fiscal Agent, the Trustee and
itself, in that order, as applicable, for unreimbursed Delinquency Advances made
thereby for Mortgage Loans other than the AFR/Bank of America Portfolio B Note,
the Master Servicer's, the Trustee's or the Fiscal Agent's respective rights to
be reimbursed pursuant to this clause (v) being limited to amounts received that
represent Late Collections of interest on and principal of the particular
Mortgage Loans and REO Loans with respect to which such Delinquency Advances
were made (in each case, net of related Workout Fees);



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

                       (vii) to reimburse the Fiscal Agent, the Trustee, itself
and the Special Servicer, in that order, as applicable, out of general
collections on the Mortgage Loans and related REO Properties, for Nonrecoverable
Advances (excluding Delinquency Advances made with respect to the AFR/Bank of
America Portfolio B Note or the ratable portion of the related REO Loan) 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;

                       (viii) to pay the Fiscal Agent, the Trustee, itself and
the Special Servicer, in that order, as applicable, any related Advance Interest
accrued and payable on any unreimbursed Advance in accordance with Section
3.11(f) and 4.03(d), first out of Penalty Charges received on the Mortgage Loan
or REO Loan as to which such Advance was made and then, at or following such
time as it reimburses the Fiscal Agent, the Trustee, itself and the Special
Servicer, in that order, as applicable, for such Advance pursuant to clause (v),
(vi) or (vii) above or Section 3.03, out of general collections on the Mortgage
Loans (other than those for the AFR/Bank of America Portfolio B Note) and
related REO Properties (other than an REO Property in respect of the AFR/Bank of
America Portfolio B Note), 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;

                       (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



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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;

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

                       (xii) to pay itself, as additional servicing compensation
in accordance with Section 3.11(b), (A) interest and investment income earned in
respect of amounts relating to the Trust Fund held in the Certificate Account,
any Lock Box Account and Cash Collateral Account as provided in Section 3.06(b)
(but only to the extent of the Net Investment Earnings with respect to the
Certificate Account, any Lock Box Account and Cash Collateral Account for any
Collection Period), (B) Prepayment Interest Excesses and Balloon Payment
Interest Excess received on the Mortgage Loans (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
(exclusive of amounts relating solely to the AFR/Bank of America Portfolio B
Note or related REO Loan);

                       (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 requested by a Person other than the Trustee, which amendment is in
furtherance of the rights and interests of


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Certificateholders, (D) the cost of obtaining the REO Extension contemplated by
Section 3.16(a), (E) the cost of recording this Agreement in accordance with
Section 11.02(a) and (F) the cost of a new Appraisal obtained pursuant to
Section 3.11(h) or Section 4.03(c);

                       (xvi) to pay itself, the Special Servicer, any Mortgage
Loan Seller, GMACCM or the Majority Certificateholder of the Controlling Class,
as the case may be, with respect to each Mortgage Loan (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 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 and the Class S-AFR Sub-Account for any of the following
purposes (but not necessarily in the following order of priority) except that no
withdrawals under clauses (iii) through (v) below shall be made from the Class
S-AFR Sub-Account unless such withdrawal is solely related to the AFR/Bank of
America Portfolio B Note or the Class S-AFR Certificates, or if a particular
expense item affects all Certificateholders, to pay the Class S-AFR
Certificateholders' ratable share thereof (based on the Stated Principal Balance
of the Mortgage Loans), and any withdrawals that related to the AFR/Bank of
America Portfolio B Note pursuant to such clauses shall be made first from the
Class S-AFR Sub-Account and then, to the extent not available therein, the
remainder of the Distribution Account:


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                       (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 and the Class S-AFR Sub-Account as provided in Section 3.06(b) (but only
to the extent of the Net Investment Earnings with respect to the Distribution
Account and the Class S-AFR Sub-Account for any Collection Period);

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

                       (iv) to pay the Fiscal Agent, 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 or the Class S-AFR Sub-Account in error; and

                       (viii) to clear and terminate the Distribution Account
and Class S-AFR Sub-Account at the termination of this Agreement pursuant to
Section 9.01.

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

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


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                  (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 (and, in the case of the 609 Fifth Avenue
Mortgage Loan, on the Business Day immediately following receipt by the Master
Servicer), in accordance with the applicable Serviced Whole Loan Intercreditor
Agreement, in an aggregate amount of immediately available funds equal to the
applicable Serviced Whole Loan Remittance Amount, to (A) the Serviced Companion
Loan Paying Agent (on behalf of the related Serviced Companion Loan Holders) or
in the case of the 609 Fifth Avenue Mortgage Loan, to the 2003-IQ6 Master
Servicer or in the case of the portion of the Serviced Whole Loan Remittance
Amount constituting the AFR/Bank of America Portfolio B Note Remittance Amount,
to the Trustee for deposit in the Class S-AFR Sub-Account the AFR/Bank of
America Portfolio B Note Remittance Amount and (B) to the Certificate Account
for the benefit of the Trust (including amounts with respect to the AFR/Bank of
America Portfolio B Note), in each case in accordance with the applicable
Serviced Whole Loan Intercreditor Agreement; provided, that Liquidation Proceeds
relating to the purchase of the AFR/Bank of America Portfolio Mortgage Loan by
the AFR/Bank of America Portfolio 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 payments, 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) (A) to reimburse itself, the Fiscal Agent and/or
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, the Trustee's or the
Fiscal Agent's right to reimbursement pursuant to this clause (iii) being
limited to amounts received in such Serviced Whole Loan Custodial Account



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which represent Late Collections received in respect of the Mortgage Loan and
any Serviced Companion Loan Master Servicer's or any Serviced Companion Loan
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, and (B) solely with respect to the AFR/Bank of America Portfolio B Note,
to reimburse itself, the Fiscal Agent and/or the Trustee for unreimbursed
Delinquency Advances with respect to the AFR/Bank of America Portfolio B Note,
such right to reimbursement pursuant to this clause (iii)(B) being limited to
amounts received in the applicable Serviced Whole Loan Custodial Account which
represent Late Collections received in respect of the AFR/Bank of America
Portfolio B Note (as allocable thereto pursuant to the related Mortgage Loan
documents and the related Serviced Whole Loan Intercreditor Agreement) during
the applicable period;

                       (iv) to reimburse itself, the Special Servicer, the
Trustee or the Fiscal Agent, 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, the Trustee's, the Fiscal Agent's or the Special Servicer'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 Special Servicer, the Trustee, the Serviced Companion Loan
Trustee or the Fiscal Agent, as applicable, on a pro rata basis as between the
Mortgage Loan and the applicable Serviced Companion Loan(s) (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 (provided, however, that Delinquency
Advances with respect to the AFR/Bank of America Portfolio B Note shall be
reimbursable solely from collections on the AFR/Bank of America Portfolio B
Note) 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 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, being 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 Special Servicer, the Trustee, any Serviced
Whole Loan Trustee or the Fiscal Agent, as applicable, on a pro rata basis as
between the Mortgage Loan and the applicable Serviced Companion Loan(s) (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




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applicable Mortgage Loan or the applicable Serviced Companion Loan pursuant to
clause (iii) above, to pay itself, any Serviced Companion Loan Master Servicer,
or the Trustee, any Serviced Companion Loan Trustee or the Fiscal Agent, as
applicable, any interest accrued and payable thereon in accordance with Section
4.03(d) and Section 3.11(c) provided, however, that in the case of the AFR/Bank
of America Portfolio B Note, shall be payable solely from collections and other
proceeds received in respect of the AFR/Bank of America Portfolio B Note, (B)
any unreimbursed Servicing Advances pursuant to clause (iv) above, to pay
itself, the Special Servicer, the Trustee or the Fiscal Agent, as the case may
be, any interest accrued and payable thereon in accordance with Section 3.03(e)
and Section 3.11(c) provided, however, that which in the case of the AFR/Bank of
America Portfolio B Note, shall be payable solely from collections and the
proceeds received in respect of the AFR/Bank of America Portfolio B Note before
application of other amounts received in respect of the AFR/Bank of America
Portfolio Whole Loan or (C) any Nonrecoverable Advances pursuant to clause (v)
above, to pay itself, the Special Servicer and any Serviced Companion Loan
Master Servicer, the Trustee, any Serviced Companion Loan Trustee or the Fiscal
Agent, as the case may be, any interest accrued and payable thereon provided,
however, that in the case of the AFR/Bank of America Portfolio B Note, shall be
payable solely from collections and other proceeds received in respect of the
AFR/Bank of America Portfolio B Note;

                       (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
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



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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, and with respect to the 609 Fifth Avenue Companion Loans
and the AFR/Bank of America Portfolio Companion Loans, Penalty Charges shall be
paid to the holders of the 609 Fifth Avenue Companion Loans and the AFR/Bank of
America Portfolio Companion Loans respectively, in each case, 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) and with respect to the 609
Fifth Avenue Companion Loans and the AFR/Bank of America Portfolio Companion
Loans, Penalty Charges with respect to the 609 Fifth Avenue Companion Loans
shall be paid to the holders of the 609 Fifth Avenue Companion Loans and the
AFR/Bank of America Portfolio Companion Loans to be allocated as provided in the
related Serviced Whole Loan Intercreditor Agreement;

                       (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 Companion 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 requested by a Person other than the Trustee 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;
provided that if such amendment relates solely to the Class S-AFR
Certificateholders, then solely out of amounts allocated to the related Mortgage
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



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<PAGE>


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, the Fiscal Agent 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 Fiscal Agent 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 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 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; and

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

         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
Companion Loan Paying Agent, the Trustee, the Fiscal Agent 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



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<PAGE>


Servicer or a Responsible Officer of the Trustee, the Fiscal Agent, the Serviced
Companion 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 and the related Serviced
Companion Loan(s) 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, the Master Servicer shall withdraw from the
related Serviced Whole Loan Custodial Account and remit to the holders of the
related Serviced Companion Loan, within one Business Day of receipt thereof, any
amounts that represent Late Collections or Principal Prepayments on such
Serviced Companion Loan 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), to the extent such amount is
not otherwise included in a normal monthly remittance to the holder of such
Serviced Companion Loan.

         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 Companion
Loan Paying Agent (in respect of any related Serviced Companion 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
Companion Loan Paying Agent (in respect of the Serviced Companion Loan), for the
account of the Trustee (in respect of the Mortgage Loan) and the Serviced
Companion Loan Paying Agent (in respect of the Serviced Companion Loan),
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 Companion
Loan Paying Agent.

         (f) The Serviced Companion Loan Paying Agent shall establish and
maintain a separate Serviced Companion Loan Distribution Account for the benefit
of each Serviced Companion Loan 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 Companion 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 Companion Loan Paying Agent;
provided that the Serviced Companion 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 Companion 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.


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         The Master Servicer shall deliver to the Serviced Companion 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 the
applicable Serviced Companion Loan 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 such master servicer remittance date and
other than with respect to the 609 Fifth Avenue Companion Loans, with respect to
which the Master Servicer shall remit directly to the 2003-IQ6 Master Servicer
on the Business Day after receipt of funds from the related Borrower in
accordance with Section 3.05(e)(i) herein), the Serviced Companion Loan Paying
Agent shall, based upon information provided to the Serviced Companion Loan
Paying Agent by the Master Servicer, remit to each Serviced Companion Loan
Holder by wire transfer in immediately available funds to the account of such
Serviced Companion Loan Holder or an agent therefore appearing on the Serviced
Companion 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 its agent appearing on the Serviced
Companion Loan Holder Register) the portion of the applicable Serviced Whole
Loan Remittance Amount allocable to such Serviced Companion Loan Holder.

         The Serviced Companion Loan Paying Agent shall, upon receipt, deposit
in the applicable Serviced Companion Loan Distribution Account any and all
amounts received by the Serviced Companion 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 Companion 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 Companion Loan Paying Agent shall provide notice of
such failure to a Servicing Officer of the Master Servicer by facsimile
transmission sent to telecopy no. (215) 328-3478 (or such alternative number
provided by the Master Servicer to the Serviced Companion 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 Companion 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 Companion
Loan Paying Agent are the same Person notwithstanding anything to the contrary
in this clause (f), 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 clause (f) to the
applicable Serviced Whole Loan Holder directly from the related Serviced
Companion Loan Custodial Account.


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         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 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




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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 Class S-AFR
Sub-Account, the Excess Liquidation Proceeds Reserve Account and the Interest
Reserve Account, to the extent of Net Investment Earnings, if any, with respect
to such account for each Collection Period, shall be for the sole and exclusive
benefit of the Trustee and shall be subject to its withdrawal in accordance with
Section 3.05(b) or (c), as the case may be. Whether or not the Special Servicer
directs the investment of funds in the REO Account, interest and investment
income realized on funds deposited therein, to the extent of the Net Investment
Earnings, if any, for such Investment Account for each Collection Period, shall
be for the sole and exclusive benefit of the Special Servicer and shall be
subject to its withdrawal in accordance with Section 3.16(b). If any loss shall
be incurred in respect of any Permitted Investment on deposit in the Certificate
Account, 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 Mall
at Millenia Mortgage Loan, the Wells Fargo Tower Mortgage Loan and the Geneva
Commons Mortgage Loan)) and



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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 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 Mall at Millenia Mortgage
Loan, the Wells Fargo Tower Mortgage Loan and the Geneva Commons 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.



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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, the
Certificateholders and the related Serviced Companion Loan 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 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 or
Serviced Companion Loan, or in the REO Account, subject to withdrawal pursuant
to Section 3.16(c), in the case of amounts received in respect of an REO
Property. Any cost incurred by the Master Servicer or the Special Servicer in
maintaining any such insurance (including, subject to the Mortgage Loan
documents, any other insurance maintained on the AFR/Bank of America Portfolio
Whole Loan at the request of the Majority Certificateholder of the Controlling
Class) 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



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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), claims under any such blanket policy
maintained by it in a timely fashion in accordance with the terms of such
policy.

                       (ii) If the Master Servicer or the Special Servicer, as
applicable, causes any Mortgaged Property or REO Property to be covered by a
master force placed insurance policy, which provides protection equivalent to
the individual policies otherwise required, the Master Servicer or Special
Servicer shall conclusively be deemed to have satisfied its respective
obligations to cause hazard insurance to be maintained on such Mortgaged
Properties and/or REO Properties. Such policy may contain a deductible clause,
in which case the Master Servicer or the Special Servicer, as applicable, shall
in the event that (x) there shall not have been maintained on the related
Mortgaged Property or REO Property a policy otherwise complying with the
provisions of Section 3.07(a), and (y) there shall have been one or more losses
which would have been covered by such a policy had it been maintained,
immediately deposit into the Certificate Account or, 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), 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 Companion
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



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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
Moody's; provided, however, that the requirements of clauses (x) or (y) shall
not be applicable with respect to Standard & Poor's or Moody's, 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 S&P and "A1" by Moody's and, solely if Fitch is rating a subsequent
securitization transaction under which any Serviced Companion Loan is
securitized, "A" by Fitch, the Master Servicer or 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 Mall at Millenia
Mortgage Loan, the Wells Fargo Tower Mortgage Loan and the Geneva Commons
Mortgage Loan) and each Serviced Companion Loan which contains a provision in
the nature of a "due-on-sale" clause, which by its terms:

                       (i) provides that such Mortgage Loan or Serviced
Companion Loan shall (or may at the mortgagee's option) become due and payable
upon the sale or other transfer of an interest in the related Mortgaged
Property; or

                       (ii) provides that such Mortgage Loan or Serviced
Companion Loan 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 and 3.29(b), 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 or Serviced Companion Loan (x) to accelerate the
payments thereon, or (y) to withhold its consent to any such sale or other
transfer, in a manner consistent with the Servicing Standard. In the event that
the Special Servicer intends or is required by, in accordance with the preceding
sentence, the Mortgage Loan or Serviced Companion Loan documents or applicable
law to permit the transfer of any Mortgaged Property, the Special Servicer, if
consistent with the Servicing Standard, may



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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 or Serviced Companion Loan for
purposes of the REMIC Provisions). The Special Servicer shall promptly notify
the Trustee of any such agreement and forward the original thereof to the
Trustee, 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 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)
Moody's (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 Moody's (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 Mall at Millenia
Mortgage Loan, the Wells Fargo Tower Mortgage Loan and the Geneva Commons
Mortgage Loan) or Serviced Companion Loan which contains a provision in the
nature of a "due-on-encumbrance" clause, which by its terms:

                       (i) provides that such Mortgage Loan or Serviced
Companion Loan shall (or may at the mortgagee's option) become due and payable
upon the creation of any additional lien or other encumbrance on the related
Mortgaged Property; or

                       (ii) requires the consent of the mortgagee to the
creation of any such additional lien or other encumbrance on the related
Mortgaged Property,

then, subject to Section 3.28 and 3.29(b), 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 or Serviced Companion Loan (x) to accelerate the payments
thereon, or (y) to withhold its consent to the creation of any such additional
lien or other encumbrance, in a manner consistent with the Servicing Standard;
provided, however, that the Special Servicer shall not waive its right to
exercise any such right when such right arises as a result of the imposition of
a lien against a Mortgaged Property which lien secures additional indebtedness
or a mechanic's or similar lien not permitted under the



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related Mortgage Loan documents unless the Special Servicer shall submit to (A)
Standard & Poor's (in all cases) and (B) Moody's (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 or Serviced Companion Loan unless: (i) the Master
Servicer shall have notified the Special Servicer of such waiver; (ii) the
Master Servicer shall have submitted the Master Servicer's written
recommendation and analysis to the Special Servicer; (iii) the Master Servicer
shall have submitted to the Special Servicer the documents within the possession
of the Master Servicer that are reasonably requested by the Special Servicer;
(iv) the Special Servicer shall have approved such waiver, notified the Majority
Certificateholder of the Controlling Class of the request for the waiver and of
the Master Servicer's and its own approval and submitted to the Majority
Certificateholder of the Controlling Class each of the documents submitted to
the Special Servicer by the Master Servicer; and (v) the Majority
Certificateholder of the Controlling Class shall have informed the Special
Servicer that it has approved such waiver; provided, however, that the Special
Servicer shall advise the Majority Certificateholder of the Controlling Class of
its approval (if any) of such waiver promptly upon (but in no case to exceed 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 Companion Loan Documents specifically preclude
this requirement). The Special Servicer shall document any approved assumptions
or waiver of due on sale provisions or waiver of due on encumbrance provisions.

                  (d) With respect to any Mortgage Loan (other than the Mall at
Millenia Mortgage Loan, the Wells Fargo Tower Mortgage Loan and the Geneva
Commons Mortgage Loan) or Serviced Companion Loan 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 or Serviced Companion
Loan permit the lender to require defeasance, the Master Servicer shall require)
the exercise of such Defeasance Option on any Due Date occurring more than two
years after the Startup Day (the "Release Date"), subject to the following
conditions:

                       (i) No event of default exists under the related Mortgage
Note;


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                       (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 or Serviced Companion Loan;

                       (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, the related Serviced Companion Loan Holder(s)) a
first priority security interest in the Defeasance Collateral;

                       (v) The Master Servicer shall have received an Opinion of
Counsel from the related Mortgagor (which shall be an expense of the related
Mortgagor) to the effect that the Trustee (on behalf of the Trust Fund and, with
respect to any Serviced Companion Loan, the related Serviced Companion Loan
Holder(s)) 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
Moody's 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 Moody's with respect to the exercise of
such Defeasance Option only as to any Mortgage Loan that is, or any Mortgage
Loan that is part



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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 or Serviced Companion Loan
secured by multiple Mortgaged Properties, the related borrower shall have
provided evidence satisfactory to both the Master Servicer and the Special
Servicer that demonstrates compliance with any debt service coverage ratio,
loan-to-value ratio or other financial tests or conditions specified in the
applicable Mortgage Loan or Serviced Companion Loan in connection with the
exercise of such Defeasance Option.

                  (e) Nothing in this Section 3.08 shall constitute a waiver of
the Trustee's right, as the mortgagee of record, to receive notice of any
assumption of a Mortgage Loan or Serviced Companion Loan, any sale or other
transfer of the related Mortgaged Property or the creation of any additional
lien or other encumbrance with respect to such Mortgaged Property.

                  (f) Except as otherwise permitted by Section 3.21, neither the
Master Servicer nor the Special Servicer shall agree to modify, waive or amend
any term of any Mortgage Loan or Serviced Companion Loan in connection with the
taking of, or the failure to take, any action pursuant to this Section 3.08.

                  (g) In the event that the Master Servicer receives a request
from any Mortgagor for consent to (i) the transfer of a Mortgaged Property or
assumption of a Mortgage Loan or Serviced Companion Loan pursuant to Section
3.08(a) or (ii) the creation of an additional lien or encumbrance on a Mortgaged
Property pursuant to Section 3.08(b), the Master Servicer shall notify the
Special Servicer of such request and furnish to the Special Servicer any
applicable transfer, assumption, encumbrance or related documentation which the
Master Servicer has received in connection with such request.

         Section 3.09 Realization Upon Defaulted Mortgage Loans.

                  (a) The Master Servicer shall notify the Special Servicer of
the occurrence of a Servicing Transfer Event in respect of any Mortgage Loan
(other than the Mall at Millenia Mortgage Loan, the Wells Fargo Tower Mortgage
Loan and the Geneva Commons Mortgage Loan) or any Serviced Companion Loan. 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 or Serviced Companion Loan) as are consistent with the Servicing
Standard. If, in the Special Servicer's judgment, such corrective action has
been unsuccessful, no satisfactory arrangement can be made for collection of
delinquent payments, and the Defaulted Mortgage Loan has not been released from
the Trust Fund pursuant to any provision hereof, then the Special Servicer
shall, subject to subsections (b) through (d) of this Section 3.09, exercise
reasonable efforts, consistent with the Servicing Standard, to foreclose upon or
otherwise comparably convert (which may include an REO Acquisition) the
ownership of property securing such Mortgage Loan or Serviced Companion



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Loan. The foregoing is subject to the provision that, in any case in which a
Mortgaged Property shall have suffered damage from an Uninsured Cause, the
Master Servicer and the Special Servicer shall have the right but not the
obligation to expend its own funds toward the restoration of such property if it
shall determine in its reasonable discretion (i) that such restoration will
increase the net proceeds of liquidation of such Mortgaged Property to
Certificateholders after reimbursement to itself for such expenses, and (ii)
that such expenses will be recoverable by the Master Servicer or Special
Servicer, as the case may be, out of the proceeds of liquidation of such
Mortgaged Property, as contemplated in 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 Liquidation Expenses
incurred in respect of any Mortgage Loan or Serviced Companion Loan, which
Liquidation Expenses were outstanding at the time such proceeds are received.
When applicable state law permits the Special Servicer to select between
judicial and non-judicial foreclosure in respect of any Mortgaged Property, the
Special Servicer shall make such selection in a manner consistent with the
Servicing Standard. Nothing contained in this Section 3.09 shall be construed so
as to require the Special Servicer, on behalf of the Trust Fund, to make a bid
on any Mortgaged Property at a foreclosure sale or similar proceeding that is in
excess of the fair market value of such property, as determined by the Special
Servicer in its sole judgment taking into account the factors described in
Section 3.19 and the results of any Appraisal obtained pursuant to this
Agreement, all such bids to be made in a manner consistent with the Servicing
Standard. If and when the Master Servicer or the Special Servicer deems it
necessary and prudent for purposes of establishing the fair market value of any
Mortgaged Property securing a Defaulted Mortgage Loan (other than the Mall at
Millenia Mortgage Loan, the Wells Fargo Tower Mortgage Loan and the Geneva
Commons 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 or Serviced Companion
Loan) unless either:

                       (i) such personal property is incident to real property
(within the meaning of Section 856(e)(1) of the Code) so acquired by the Special
Servicer; or

                       (ii) the Special Servicer shall have obtained an Opinion
of Counsel (the cost of which may be withdrawn from the Certificate Account 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



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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 and the related Serviced
Companion Loan 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 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, the Certificateholders and the related Serviced
Companion Loan 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, the Certificateholders and the related
Serviced Companion Loan 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 Holder(s)



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(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) regarding any actions taken by the Special Servicer with respect to any
Mortgaged Property securing a Defaulted Mortgage Loan serviced hereunder as to
which the environmental testing contemplated in subsection (c) above has
revealed that either of the conditions set forth in clauses (i) and (ii) of the
first sentence thereof has not been satisfied, in each case until the earliest
to occur of satisfaction of both such conditions, removal of the related
Mortgage Loan from the Trust Fund and release of the lien of the related
Mortgage on such Mortgaged Property.

                  (f) The Special Servicer shall report to the Internal Revenue
Service and the related Mortgagor, in the manner required by applicable law, the
information required to be reported regarding any Mortgaged Property which is
abandoned or foreclosed, information returns with respect to the receipt of
mortgage interests received in a trade or business and the information returns
relating to cancellation of indebtedness income with respect to any Mortgaged
Property required by Sections 6050J, 6050H and 6050P, respectively, of the Code.
Such reports shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050J, 6050H and 6050P of the Code. The Special
Servicer shall deliver a copy of any such report upon request to the Trustee.

                  (g) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of the maintenance of
an action to obtain a deficiency judgment in respect of a Mortgage Loan or
Serviced Companion Loan serviced hereunder if the state in which the Mortgaged
Property is located and the terms of the Mortgage Loan or Serviced Companion
Loan permit such an action.

                  (h) The Special Servicer shall maintain accurate records of
each Final Recovery Determination in respect of a Defaulted Mortgage Loan or REO
Property serviced hereunder and the basis thereof. Each Final Recovery
Determination shall be evidenced by an Officer's Certificate delivered to the
Trustee no later than the 10th Business Day following such Final Recovery
Determination.

         Section 3.10 Trustee to Cooperate; Release of Mortgage Files.

                  (a) Upon the payment in full of any Mortgage Loan or Serviced
Companion Loan, or the receipt by the Master Servicer or the Special Servicer of
a notification that payment in full shall be escrowed in a manner customary for
such purposes, the Master Servicer or the Special Servicer, as the case may be,
will immediately notify the Trustee (and, with respect to any Serviced Whole
Loan, the related Serviced Companion Loan Holder(s)) 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



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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, the Trustee shall
direct the related Serviced Companion Loan Holder to release the Mortgage Note
for such Serviced Companion Loan) 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 or Serviced Companion Loan, the Master Servicer or the Special
Servicer may deliver to the Trustee a Request for Release signed by a Servicing
Officer thereof. Upon receipt of the foregoing, the Trustee shall deliver or
cause the related Custodian to deliver the Mortgage File or any document therein
to the Master Servicer or the Special Servicer, as the case may be. Upon return
of such Mortgage File or such document to the Trustee or the related Custodian,
or the delivery to the Trustee of a certificate of a Servicing Officer stating
that such Mortgage Loan or Serviced Companion Loan was liquidated and that all
amounts received or to be received in connection with such liquidation which are
required to be deposited into the Certificate Account pursuant to Section
3.04(a) 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.

         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 and each REO Loan. As to each
Mortgage Loan, each Serviced Companion



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Loan and each REO Loan, the Servicing Fee shall accrue from time to time at the
Servicing Fee Rate and shall be computed on the same basis and the same
principal amount respecting which any related interest payment due on such
Mortgage Loan or Serviced Companion Loan or deemed to be due on such REO Loan is
computed. The Servicing Fee with respect to any Mortgage Loan, any Serviced
Companion Loan or any REO Loan shall cease to accrue if a Liquidation Event
occurs in respect thereof. The Servicing Fee shall be payable monthly, on a
loan-by-loan basis, from payments of interest on each Mortgage Loan, each
Serviced Companion Loan, REO Revenues allocable as interest on each REO Loan and
the interest portion of Delinquency Advances on such Mortgage Loan, Serviced
Companion Loan and REO Loan. The Master Servicer shall be entitled to recover
unpaid Servicing Fees in respect of any Mortgage Loan, any Serviced Companion
Loan 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 Mall at Millenia Mortgage Loan, the Wells Fargo Tower
Mortgage Loan and the Geneva Commons Mortgage Loan) or a Serviced Companion Loan
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 or Serviced Companion Loans other than
Specially Serviced Mortgage Loans, any Penalty Charges not allocable to pay
Advance Interest collected on the Mortgage Loans or Serviced Companion Loans and
with respect to the 609 Fifth Avenue Companion Loans, Penalty Charges with
respect to each such loan shall be paid to the holder of each 609 Fifth Avenue
Companion Loan, to be allocated as provided in the related Serviced Whole Loan
Intercreditor Agreement; (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 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.


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                  (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 or Serviced Companion Loan, 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
or Serviced Companion Loan that became a Corrected Mortgage Loan during the
period that it acted as Special Servicer and were still such at the time of such
termination or resignation and (ii) any Specially Serviced Mortgage Loan for
which the Special Servicer has resolved the circumstances and/or conditions
causing any such Mortgage Loan or Serviced Companion Loan to be a Specially
Serviced Mortgage Loan such that the related Mortgagor has made at least one
timely Monthly Payment as of the date of such termination or resignation and
such Mortgage Loan or Serviced Companion Loan otherwise meets the requirements
of a Corrected Mortgage Loan, with the Workout Fee with respect to such Mortgage
Loan or Serviced Companion Loan payable only after such requirements have been
met (including the requirement that three payments be made) (and any successor
Special Servicer shall not be entitled to any portion of such Workout Fees), in
each case until the Workout Fee for any such loan ceases to be payable in
accordance with the preceding sentence.

         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



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Section 9.01 or by a Serviced Companion Loan 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 or Serviced Companion Loan becoming a Corrected Mortgage
Loan. Notwithstanding anything herein to the contrary, no Liquidation Fee will
be payable from, or based upon the receipt of, Liquidation Proceeds collected as
a result of any purchase of a Specially Serviced Mortgage Loan or REO Property
described in the parenthetical to the first sentence of this paragraph;
provided, however, that if any such Liquidation Proceeds are received with
respect to any Corrected Mortgage Loan, and the Special Servicer is properly
entitled to a Workout Fee therefrom, such Workout Fee will be payable based on
and from the portion of such Liquidation Proceeds that constitute principal
and/or interest.

         Notwithstanding anything to the contrary herein, a Liquidation Fee and
a Workout Fee relating to the same Mortgage Loan or Serviced Companion Loan
shall not be paid from the same proceeds on or with respect to such Mortgage
Loan or Serviced Companion Loan.

         Subject to the Special Servicer's right to receive the Special
Servicing Fee, the Workout Fee and/or the Liquidation Fee may not be transferred
in whole or in part except in connection with the transfer of all of the Special
Servicer's responsibilities and obligations under this Agreement.

                  (d) Additional servicing compensation in the form of (i) all
assumption fees, modification fees and earnout fees received on or with respect
to Specially Serviced Mortgage Loans and (ii) fifty percent (50%) of all
assumption fees, modification fees and earnout fees received on or with respect
to any Mortgage Loan (other than the Mall at Millenia Mortgage Loan, the Wells
Fargo Tower Mortgage Loan and the Geneva Commons Mortgage Loan) or Serviced
Companion Loans 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 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 and with respect to the 609 Fifth Avenue
Companion Loans and the AFR/Bank of America Portfolio Companion Loans, Penalty
Charges with respect to such loan shall be paid to each holder of the 609 Fifth
Avenue Companion Loans and the AFR/Bank of America Portfolio Companion Loans,
respectively, in each case to be allocated as provided in the related Serviced
Whole Loan Intercreditor Agreement) 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



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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. If the Trustee fails to make a Servicing Advance required to be
made by it, the Fiscal Agent shall make such advance (subject to Section 3.11(h)
below) within one Business Day of such failure by the Trustee. The making of
such Advance by the Fiscal Agent shall cure the failure by the Trustee to make
such Advance.

                  (f) (i) With respect to each Mortgage Loan (other than the
Mall at Millenia Mortgage Loan, the Wells Fargo Tower Mortgage Loan and the
Geneva Commons Mortgage Loan), the Master Servicer, the Trustee and the Fiscal
Agent 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 by
wire transfer in immediately available funds to an account designated by the
Strip Holder.

                  (h) Notwithstanding anything to the contrary set forth herein,
none of the Master Servicer, the Trustee or the Fiscal Agent shall be required
to make any Servicing Advance that it determines in its reasonable, good faith
judgment would constitute a Nonrecoverable Servicing Advance; provided, however,
that the Master Servicer may make an Emergency Advance notwithstanding that, at
the time such Advance is made, the Master Servicer or Special Servicer may not
have adequate information available in order to make a determination whether or
not such advance would, if made, be a Nonrecoverable Servicing Advance.
Notwithstanding the previous sentence, if the Master Servicer or Special
Servicer, as applicable, shall determine that the payment of any such amount is
(i) necessary to preserve the



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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, 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), the Trustee or the
Fiscal Agent, 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. If such an Appraisal
shall not have been required and performed pursuant to the terms of this
Agreement, the Master Servicer, the Special Servicer, the Trustee or the Fiscal
Agent, 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 and the Fiscal Agent shall be entitled to rely on any
determination of nonrecoverability that may have been made by the Master
Servicer or the Special Servicer with respect to a particular Servicing Advance,
and the Master Servicer shall be entitled to rely on any determination of
nonrecoverability that may have been made by the Special Servicer with respect
to a particular Servicing Advance.

                  (i) In determining the compensation of the Master Servicer or
Special Servicer, as applicable, with respect to Penalty Charges, on any
Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan
or Serviced Companion Loan (other than with respect to the 609 Fifth Avenue
Whole Loan and the AFR/Bank of America Portfolio Whole Loan, with regard to
which Penalty Charges shall be allocated as set forth in the related Serviced
Whole Loan Intercreditor Agreement) since the prior Distribution Date shall be
applied to reimburse (i) the Master Servicer, the Trustee or the Fiscal Agent
for interest on Advances with respect to such related Mortgage Loan or Serviced
Companion Loan due with respect to such Distribution Date and (ii) the Trust
Fund for any Advance Interest or Additional Trust Fund Expenses (excluding any
Special Servicing Fees, Workout Fees and Liquidation Fees) with respect to the
related Mortgage Loan or Serviced Companion Loan incurred since the Closing Date
and not previously reimbursed out of Penalty Charges, and any Penalty Charges
remaining thereafter shall be distributed pro rata to the Master Servicer and
the Special Servicer based upon the amount of Penalty Charges the Master
Servicer or the Special Servicer would otherwise have been entitled to receive
during such period with respect to such Mortgage Loan or Serviced Companion Loan
without any such application.


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         Section 3.12  Inspections; Collection of Financial Statements.

                  (a) The Master Servicer shall perform (or cause to be
performed) a physical inspection of each Mortgaged Property (other than
Mortgaged Property constituting collateral for the Mall at Millenia Mortgage
Loan, the Wells Fargo Tower Mortgage Loan and the Geneva Commons Mortgage Loan
or Specially Serviced Mortgaged Loans) at such times and in such manner as are
consistent with the Servicing Standard, but in any event at least once every two
years or, if the related Mortgage Loan has a current balance of greater than
$2,000,000, at least once every year. The Master Servicer shall prepare (or
cause to be prepared) a written report of each such inspection detailing the
condition of the Mortgaged Property and specifying the existence of (i) any
vacancy in the Mortgaged Property evident from such inspection that the Master
Servicer deems material, (ii) any sale, transfer or abandonment of the Mortgaged
Property evident from such inspection, (iii) any adverse change in the condition
or value of the Mortgaged Property evident from such inspection that the Master
Servicer deems material, or (iv) any waste committed on the Mortgaged Property
evident from such inspection. The Master Servicer, upon request, shall deliver
to the Trustee a copy of each such written report.

                  (b) The Special Servicer shall perform (or cause to be
performed) a physical inspection of each Mortgaged Property constituting
collateral for a Specially Serviced Mortgage Loan at such times and in such
manner as are consistent with the Servicing Standard. If any Mortgage Loan or
Serviced Companion Loan becomes a Specially Serviced Mortgage Loan, then as soon
as practicable (and in any event within 90 days thereafter) the Special Servicer
shall perform (or cause to be performed) a physical inspection of each Mortgaged
Property constituting collateral for such Mortgage Loan or Serviced Companion
Loan. 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 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 or
Serviced Companion Loan (other than the Mall at Millenia Mortgage Loan, the
Wells Fargo Tower Mortgage Loan, the Geneva Commons Mortgage Loan and Specially
Serviced Mortgage Loans), or the Special Servicer, in the case of Specially
Serviced Mortgage Loans, shall make reasonable efforts to collect promptly from
each Mortgagor (other than a Mortgagor on any Credit Lease Loan) quarterly and
annual operating statements and rent rolls of the related Mortgaged Property. In
addition, the Special Servicer shall make reasonable efforts to obtain quarterly
and annual operating statements and rent rolls with respect to each REO
Property. The Master Servicer and 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.


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         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 Companion Loan Paying Agent (who shall deliver to
each Serviced Companion Loan Holder), with a copy to the Depositor, on or before
March 15th of each year, beginning in 2004, an Officer's Certificate stating, as
to the signer thereof, that (i) a review of the activities of the Master
Servicer or the Special Servicer, as the case may be, during the preceding
calendar year and of its performance under this Agreement has been made under
such officer's supervision, (ii) to the best of such officer's knowledge, based
on such review, the Master Servicer or the Special Servicer, as the case may be,
has fulfilled in all material respects its obligations under this Agreement
throughout such year, or, if there has been a material default in the
fulfillment of any such obligation, specifying each such default known to such
officer and the nature and status thereof and (iii) the Master Servicer or the
Special Servicer, as the case may be, has received no notice regarding
qualification, or challenging the status, of the Trust Fund as a REMIC or of the
Grantor Trust as a "grantor trust" under the Grantor Trust Provisions from the
Internal Revenue Service or any other governmental agency or body or, if it has
received any such notice, specifying the details thereof. A copy of such
Officer's Certificate may be obtained by Certificateholders upon written request
to the Trustee pursuant to Section 8.12 hereof.

         Section 3.14  Reports by Independent Public Accountants.

         On or before March 15th of each year, beginning in 2004, the Master
Servicer at its expense shall cause a firm of independent public accountants
(which may also render other services to the Master Servicer) that is a member
of the American Institute of Certified Public Accountants to furnish a statement
to the Trustee and the Serviced Companion Loan Paying Agent (who shall deliver
to each Serviced Companion Loan 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 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



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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, access to any documentation
regarding the Mortgage Loans, the Serviced Companion Loans and the Trust Fund
within its control which may be required by this Agreement or by applicable law.
Such access shall be afforded without charge but only upon reasonable prior
written request and during normal business hours at the offices of the Master
Servicer or the Special Servicer, as the case may be, designated by it;
provided, however, that the applicable Certificateholders, Serviced Companion
Loan Security holder or Serviced Companion Loan 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 the related Serviced Companion Loan Holders). The
Special Servicer, on behalf of the Trust Fund (and with respect to any Serviced
Whole Loan, on behalf of Certificateholders and the related Serviced Companion
Loan 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 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




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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 the related Serviced Companion Loan 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) 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



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(including without limitation the creation of a reasonable reserve for repairs,
replacements and necessary capital improvements and other related expenses),
such reserve not to exceed an amount sufficient to cover such items to be
incurred during the following twelve-month period.

                  (d) The Special Servicer shall keep and maintain separate
records, on a property-by-property basis, for the purpose of accounting for all
deposits to, and withdrawals from, the REO Account pursuant to Section 3.16(b)
or (c).

         Section 3.17 Management of REO Property; Independent Contractors.

                  (a) Prior to the acquisition of title to any Mortgaged
Property securing a Defaulted Mortgage Loan, the Special Servicer shall review
the operation of such Mortgaged Property and determine the nature of the income
that would be derived from such property if it were acquired by the Trust Fund.
If the Special Servicer determines from such review, in its good faith and
reasonable judgment, that:

                       (i) None of the income from Directly Operating such
Mortgaged Property would be subject to tax as "net income from foreclosure
property" within the meaning of the REMIC Provisions or would be subject to the
tax imposed on "prohibited transactions" under Section 860F of the Code (either
such tax referred to herein as an "REO Tax"), such Mortgaged Property may be
Directly Operated by the Special Servicer as REO Property;

                       (ii) Directly Operating such Mortgaged Property as an REO
Property could result in income from such property that would be subject to an
REO Tax, but that a lease of such property to another party to operate such
property, or the performance of some services by an Independent Contractor with
respect to such property, or another method of operating such property would not
result in income subject to an REO Tax, then the Special Servicer may (provided
that in the good faith and reasonable judgment of the Special Servicer, it is
commercially feasible) acquire such Mortgaged Property as REO Property and so
lease or operate such REO Property; or

                       (iii) Directly Operating such property as REO Property
could result in income subject to an REO Tax and, in the good faith and
reasonable judgment of the Special Servicer, that no commercially feasible means
exists to operate such property as REO Property without the Trust Fund incurring
or possibly incurring an REO Tax on income from such property, the Special
Servicer shall deliver to the Trustee, in writing, a proposed plan (the
"Proposed Plan") to manage such property as REO Property (such plan to be
approved by the Majority Certificateholder of the Controlling Class pursuant to
Section 3.24(f) or, with respect to any Serviced Whole Loan, the related
Serviced Companion Loan Holder(s)). 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



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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, 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 Holders 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, solely for the purpose of its prompt
disposition and sale in a manner that does not cause such REO Property to fail
to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code or, except as permitted by Section 3.17(a), result in the receipt of
any "income from non-permitted assets" within the meaning of Section
860F(a)(2)(B) of the Code or any "net income from foreclosure property" which is
subject to taxation under the REMIC Provisions. Subject to the foregoing,
however, the Special Servicer shall have full power and authority to do any and
all things in connection therewith as are in the best interests of and for the
benefit of the Certificateholders and, with respect to any Serviced Whole Loan,
the Certificateholders and the related Serviced Companion Loan 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:

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

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

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


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                       (iv) all costs and expenses necessary to maintain, lease
and dispose of such REO Property.

To the extent that amounts on deposit in the REO Account in respect of any REO
Property are insufficient for the purposes set forth in the prior sentence with
respect to such REO Property, the Master Servicer (at the direction of the
Special Servicer) shall advance such amount as is necessary for such purposes
(which advances shall be Servicing Advances) unless (as evidenced by an
Officer's Certificate delivered to the Trustee) such advances would, if made,
constitute Nonrecoverable Servicing Advances; provided, however, that the Master
Servicer (at the direction of the Special Servicer) shall make any such
Servicing Advance if it is a necessary fee or expense incurred in connection
with the defense or prosecution of legal proceedings and such advance will be
deemed to constitute a recoverable Servicing Advance.

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

                       (i) the terms and conditions of any such contract may not
be inconsistent herewith and shall reflect an agreement reached at arm's length;
(ii) the fees of such Independent Contractor (which shall be an expense of the
Trust Fund) shall be reasonable and customary in light of the nature and
locality of the REO Property;

                       (iii) any such contract shall require, or shall be
administered to require, that the Independent Contractor (A) pay, out of related
REO Revenues, all costs and expenses incurred in connection with the operation
and management of such REO Property, including, without limitation, those listed
in subsection (b) hereof, and (B) remit all related REO Revenues (net of its
fees and such costs and expenses) to the Special Servicer;

                       (iv) none of the provisions of this Section 3.17(c)
relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Special Servicer of any of its duties
and obligations hereunder with respect to the operation and management of any
such REO Property; and

                       (v) the Special Servicer shall be obligated with respect
thereto to the same extent as if it alone were performing all duties and
obligations in connection with the operation and management of such REO
Property.

The Special Servicer shall be entitled to enter into an agreement with any
Independent Contractor performing services for it related to its duties and
obligations hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification.

         Section 3.18   Sale of Defaulted Mortgage Loans.

                  (a) The parties hereto may sell or purchase, or permit the
sale or purchase of, any Mortgage Loan (other than the Mall at Millenia Mortgage
Loan and the Geneva Commons Mortgage Loan) only on the terms and subject to the
conditions set forth in this Section 3.18, any



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applicable Serviced Whole Loan Intercreditor Agreement, or with respect to the
609 Fifth Avenue Whole Loan, subject to the purchase rights of the 609 Fifth
Avenue Mezzanine Lender under the 609 Fifth Avenue Mezzanine Intercreditor
Agreement, or as otherwise expressly provided in or contemplated by Sections
2.03(a), 3.30(a) and 9.01.

                  (b) In the event that any Mortgage Loan (other than the Mall
at Millenia Mortgage Loan, the Wells Fargo Tower Mortgage Loan and the Geneva
Commons Mortgage Loan and except as provided in sub-section (k) below, the
AFR/Bank of America Portfolio B Note) 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), and with respect to the Wells Fargo Tower
Loan, upon a receipt by the Trustee, Master Servicer or Special Servicer of
notice that the Wells Fargo Tower Loan is a Specially Serviced Mortgage Loan (as
defined in the Greenwich Commercial Mortgage Trust 2003-C2 Pooling and Servicing
Agreement) 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, with respect to the
AFR/Bank of America Portfolio Loan, the Class S-AFR Controlling Class Directing
Holder and with respect to any Serviced Whole Loan, the related Serviced
Companion Loan Holders and with respect to the 609 Fifth Avenue Whole Loan, the
609 Fifth Avenue Mezzanine Lender. Each of the Majority Certificateholder of the
Controlling Class or, with respect to the AFR/Bank of America Portfolio Loan,
the Class S-AFR Controlling Class Directing Holder (so long as no AFR/Bank of
America Portfolio Change of Control Event has occurred and is continuing) 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 the 609
Fifth Avenue Whole Loan, subject to the purchase rights of the 609 Fifth Avenue
Mezzanine Lender, as set forth in subsection (n) below and in the 609 Mezzanine
Intercreditor Agreement. The Option is exercisable from that date until
terminated pursuant to clause (f) below, and during that period the Option shall
be exercisable in any month only during the period from the 10th calendar day of
such month through the 25th calendar day, inclusive, of such month. The Trustee
on behalf of the Trust Fund shall be obligated to sell the Mortgage Loan upon
the exercise of the Option (whether exercised by the original Holder thereof or
by an assignee of such Holder), but shall have no authority to sell the Mortgage
Loan other than in connection with the exercise of an Option (or as otherwise
expressly provided in or contemplated by Section 2.03(a) or Section 9.01).
Subject to subsection (l) below, any Option Holder that exercises the Option
shall be required to purchase the Mortgage Loan within four Business Days of
such exercise. The other party eligible to hold the Option set forth above may
at any time notify the Trustee in writing and the Trustee will notify the
current Option Holder of such party's desire to exercise the Option. If the
Option Holder neither (i) exercises the Option nor (ii) surrenders its right to
exercise the Option within 30 Business Days of its receipt of that notice, then
the Option Holder's right to exercise the Option shall lapse, and the Trustee
shall promptly notify the other party eligible to hold the Option of its rights
thereunder. If any Option Holder assigns the Option to a third party pursuant to
clause (d) below, then it shall so notify the Trustee in writing (and shall
include in such notice the relevant contact information for such third party),
and the Trustee shall promptly notify the other party eligible to hold the
Option set forth above of its rights hereunder.


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         Notwithstanding the foregoing paragraph, the Majority Certificateholder
of the Controlling Class or, with respect to the AFR/Bank of America Portfolio
Loan, the Class S-AFR Controlling Class Directing Holder or its respective
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, with respect to the AFR/Bank of
America Portfolio Loan, the Class S-AFR Controlling Class Directing Holder or
any assignee thereof (provided no AFR/Bank of America Portfolio Change of
Control Event exists) within 30 Business Days of the Option Notice, then with
respect to the AFR/Bank of America Portfolio Loan, the Majority
Certificateholder of the Controlling Class or any assignee thereof shall have
the exclusive right to exercise the Purchase Option for a 30 Business Day
period, and, 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 30 day period. Following the expiration of such 30 Business Day period,
the Majority Certificateholder of the Controlling Class or, with respect to the
AFR/Bank of America Portfolio Loan, the Class S AFR Controlling Class Directing
Holder (provided no AFR/Bank of America Portfolio Change of Control Event
exists) shall again have the exclusive right to exercise the Purchase Option.

                  (c) The "Option Purchase Price" shall be an amount equal to
the fair market value of the Mortgage Loan, as determined by the Special
Servicer. Prior to the Special Servicer's determination of fair market value
referred to above, the fair market value of the 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 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



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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 Class S-AFR Controlling Class Directing Holder, the applicable
Mortgage Loan Seller or an Affiliate of any of them and, with respect to the 609
Fifth Avenue Whole Loan, the 609 Fifth Avenue Mezzanine Lender, 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, the related Serviced Companion Loans and the AFR/Bank of America
Portfolio B Note, as provided in sub-section (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 exercises an Option or
with respect to the 609 Fifth Avenue Mortgage Loan, unless the 609 Fifth Avenue
Mezzanine Lender exercises an option to purchase the 609 Fifth Avenue Whole
Loan, as set forth in the 609 Fifth Avenue Mezzanine Intercreditor Agreement,
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



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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 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 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 (subject,
in the case of an Additional Servicing Fee Mortgage Loan, to the rights of the
applicable Designated Sub-Servicer to sub-service such Mortgage Loan and the
rights of the applicable Designated Sub-Servicer, Archon, GSMC and the Master
Servicer, as applicable, to receive or retain their applicable portion of the
Additional Servicing Fee, in each case, pursuant to the related Designated
Sub-Servicer Agreement). In connection with any such purchase, the Special
Servicer and the Master Servicer shall deliver the related Servicing File (to
the extent either has possession of such file) to such purchaser or if the 609
Fifth Avenue Whole Loan is purchased by the 609 Fifth Avenue Mezzanine Lender,
to such 609 Fifth Avenue Mezzanine Lender.

                  (j) Subject to subsections (k), (m) and (o) of this Section
3.18, 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 the Serviced Companion Loan Holder.

                  (k) Any purchaser purchasing a Mortgage Loan in accordance
with the provisions of this Section 3.18 shall also be required to purchase the
related Serviced Companion Loan(s) and in the case of the AFR/Bank of America
Portfolio Mortgage Loan, such purchaser shall also have an exclusive option to
purchase the AFR/Bank of America Portfolio B Note at the Option Purchase Price
of each such Serviced Companion Loan or AFR/Bank of America



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Portfolio B Note, as determined by the Special Servicer (the "Companion Loan
Purchase Price") in accordance with the methodology set forth in clause (c)
above.

                  (l) With respect to the AFR/Bank of America Portfolio Mortgage
Loan, the Option Notice shall include the Special Servicer's determination of
the Companion Loan Purchase Price of each of the AFR/ Bank of America Portfolio
Companion Loans and the AFR/Bank of America Portfolio B Note. Upon notice from
the Class S-AFR Controlling Class Directing Holder or the Majority
Certificateholder of the Controlling Class, as applicable, of its decision to
exercise the Option, the Serviced Companion Loan Paying Agent shall promptly
notify, in writing, the trustee of each AFR/Bank of America Portfolio Companion
Loan Trust Fund and such trustee, shall promptly notify, in writing, the related
AFR/Bank of America Companion Loan Majority Certificateholder. If the party
exercising the option is the Majority Certificateholder of the Controlling
Class, upon receipt of such notice, each AFR/Bank of America Companion Loan
Majority Certificateholder shall have the right, at its option, to purchase its
respective AFR/Bank of America Portfolio Companion Loan from such AFR Bank of
America Companion Loan Trust Fund for a price equal to the related Companion
Loan Purchase Price thereof. If any AFR/Bank of America Companion Loan Majority
Certificateholder does not exercise its option to purchase the related AFR/Bank
of America Companion Loan within 30 Business Days after receipt of such notice,
such option will terminate and the Majority Certificateholder of the Controlling
Class shall be required to purchase such AFR/Bank of America Companion Loan (and
shall have an option to purchase the AFR/Bank of America Portfolio B Note).

                  (m) With respect to the Wells Fargo Tower Mortgage Loan, upon
receipt of notice by the Master Servicer or Trustee from the Greenwich
Commercial Mortgage Trust 2003-C2 Special Servicer that the Wells Fargo Tower
Whole Loan has become a Specially Serviced Mortgage Loan (as defined in the
Greenwich Commercial Mortgage Trust 2003-C2 Pooling and Servicing Agreement),
which notice shall also set forth the fair market value of the Wells Fargo Tower
Mortgage Loan, the Trustee shall give such notice to each Option Holder. The
applicable Option Holder shall only have the right to purchase the Wells Fargo
Tower Mortgage Loan and shall be entitled to purchase such loan at the fair
value price set forth in the notice given by the Greenwich Commercial Mortgage
Trust 2003-C2 Special Servicer. The Option Holder shall follow the procedures
set forth in this Section 3.18 for purchasing the Wells Fargo Tower Mortgage
Loan.

                  (n) Any purchaser that acquires the Geneva Commons Companion
Loan pursuant to Section 3.18 of the GMACCM 2003-C2 Pooling and Servicing
Agreement shall also be required and entitled hereunder to purchase the Geneva
Commons Mortgage Loan at an option purchase price determined by the special
servicer in accordance with Section 3.18 of the GMACCM 2003-C2 Pooling and
Servicing Agreement.

                  (o) Any purchase of an Option with respect to the 609 Fifth
Avenue Loan or the 609 Fifth Avenue Companion Loans shall be subject to the
purchase rights of the 609 Fifth Avenue Mezzanine Lender pursuant to the 609
Fifth Avenue Mezzanine Intercreditor Agreement.


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         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 the related
Serviced Companion Loan 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) 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 (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



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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) (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 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 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 the
related Serviced Companion Loan 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).

         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



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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 Mall at Millenia Mortgage Loan, the Wells Fargo Tower
Mortgage Loan and the Geneva Commons Mortgage Loan) or a Serviced Companion Loan
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 Mall at Millenia Mortgage Loan, the Wells Fargo Tower Mortgage
Loan and the Geneva Commons Mortgage Loan) or Serviced Companion Loan (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 Mall at Millenia Mortgage Loan, the
Wells Fargo Tower Mortgage Loan and the Geneva Commons Mortgage Loan) or
Serviced Companion Loan, (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 Mall at Millenia Mortgage
Loan, the Wells Fargo Tower Mortgage Loan and the Geneva Commons Mortgage Loan)
or any Serviced Companion Loan becomes an REO Property (each such Mortgage Loan
or Serviced Companion Loan and any related REO Loan, a "Required Appraisal
Loan"), the Special Servicer, shall request and,



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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.

         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 the Mall at Millenia
Mortgage Loan, the Wells Fargo Tower Mortgage Loan or the Geneva Commons
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 Mall at
Millenia Mortgage Loan, the Wells Fargo Tower Mortgage Loan and the Geneva
Commons 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 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.


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                  (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 Mall at
Millenia Mortgage Loan, the Wells Fargo Tower Mortgage Loan and the Geneva
Commons Mortgage Loan) or Serviced Companion Loan 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 Mall at Millenia Mortgage Loan, the Wells Fargo
Tower Mortgage Loan and the Geneva Commons Mortgage Loan) or Serviced Companion
Loan, 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 or Serviced Companion Loan.

                  (l) Upon the application of the proceeds of the release of any
earnout reserve to the prepayment of the related Mortgage Loan (other than the
Mall at Millenia Mortgage Loan, the Wells Fargo Tower Mortgage Loan and the
Geneva Commons Mortgage Loan) or Serviced Companion Loan, the Master Servicer
shall calculate, based upon the Maturity Date, Mortgage Rate and remaining
outstanding principal balance of such Mortgage Loan or Serviced Companion Loan,
a revised schedule upon which the remaining amount of principal and interest due
upon such Mortgage Loan or Serviced Companion Loan shall be amortized until its
Maturity Date. The Master Servicer shall deliver a copy of such revised
amortization schedule to the related Mortgagor with an instruction to thereafter
make Monthly Payments in accordance with the revised schedule.

                  (m) The Master Servicer shall provide written direction to
each lessor under a Ground Lease requesting that upon any default by the lessee,
notice thereof be provided to the Master Servicer to the extent required by the
Ground Lease.

                  (n) The Master Servicer and the Special Servicer shall take
all such action as may be required to comply with the terms and conditions
precedent to payment of claims under the Environmental Policy and in order to
maintain, in full force and effect, such policy. Neither the Master Servicer nor
the Special Servicer shall agree to amend the Environmental Policy unless it
shall have obtained Rating Agency Confirmation with respect to such amendment.
In addition, the Master Servicer shall notify each Rating Agency of any claim
under the Environmental Policy.


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                  (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 or Serviced Companion
Loan 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 it is
required to service and administer hereunder, without the consent of the Trustee
or any Certificateholder, subject, however, to Section 3.29(b) 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 or Serviced Companion Loan that would (A) affect the amount or timing of
any related payment of principal, interest or other amount payable thereunder,
(B) affect the obligation of the related Mortgagor to pay any Prepayment Premium
or permit a Principal Prepayment during any period when the terms of the
Mortgage Loan or Serviced Companion Loan prohibit the making of Principal
Prepayments or, (C) in the Master Servicer's good faith and reasonable judgment,
materially impair the security for such Mortgage Loan or Serviced Companion Loan
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 or Serviced Companion Loan has occurred or a default in respect of
payment on such Mortgage Loan or Serviced Companion Loan 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 Serviced Whole Loans, the Certificateholders and the related
Serviced Companion Loan 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 or Serviced
Companion Loan beyond the date



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that is two years prior to the Rated Final Distribution Date and, in the case of
any Mortgage Loan or Serviced Companion Loan that is secured solely by a Ground
Lease, the Master Servicer or the Special Servicer, as the case may be, shall
give due consideration to the remaining term of such Ground Lease prior to
extending the Stated Maturity Date of the Mortgage Loan or Serviced Companion
Loan;

                       (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 or Serviced Companion Loan that would (A)
cause REMIC I, REMIC II or REMIC III 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 or Serviced
Companion Loan to cease to be a "qualified mortgage" within the meaning of
Section 860G(a)(3) of the Code (neither the Master Servicer nor the Special
Servicer shall be liable for decisions made under this subsection which were
made in good faith and, unless it would constitute bad faith or negligence to do
so, each of the Master Servicer and the Special Servicer 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 or Serviced Companion Loan, which collateral
constitutes real property, unless the Master Servicer or the Special Servicer,
as the case may be, shall have first determined, in its reasonable and good
faith judgment, based upon an Environmental Assessment performed within the
twelve months prior to such determination (and such additional environmental
testing as the Master Servicer or Special Servicer, as the case may be, deems
necessary and appropriate) prepared by an Independent Person who regularly
conducts Environmental Assessments (and such additional environmental testing),
at the expense of the Mortgagor, that such additional or substitute collateral
is in compliance with applicable environmental laws and regulations and that
there are no circumstances or conditions present with respect to such new
collateral relating to the use, management or disposal of any Hazardous
Materials for which investigation, testing, monitoring, containment, clean-up or
remediation would be required under any then applicable environmental laws
and/or regulations;

                       (vi) neither the Master Servicer nor the Special Servicer
shall, with respect to a Mortgage Loan or Serviced Companion Loan, other than a
Specially Serviced Mortgage Loan release or substitute any collateral securing
an outstanding Mortgage Loan or Serviced Companion Loan except as provided in
Sections 3.08 and 3.09(d) and except in the case of a release where (A) the use
of the collateral to be released will not, in the Master Servicer's or Special
Servicer's, as the case may be, good faith and reasonable judgment, materially
and adversely affect the Net Operating Income being generated by or the use of
the related Mortgaged Property, (B) there is a corresponding principal paydown
of such Mortgage Loan or Serviced Companion Loan in an amount at least equal to,
or a delivery of substitute collateral with an Appraised Value at least equal
to, the Appraised Value of the collateral to be released, (C) the remaining
Mortgaged Property and any substitute collateral is, in the Master Servicer's or
Special Servicer's, as the case may be, good faith and reasonable judgment,
adequate security for the Mortgage Loan or Serviced Companion Loan and (D) the
Master



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Servicer or Special Servicer, as applicable, has received Rating Agency
Confirmation with respect to such release or substitution; provided, that (x)
the limitations, conditions and restrictions set forth in clauses (i) through
(vi) above shall not apply to any modification of any term of any Mortgage Loan
or Serviced Companion Loan or any other acts referenced in this Section 3.21(a)
that is required under the terms of such Mortgage Loan or Serviced Companion
Loan in effect on the Closing Date and that is solely within the control of the
related Mortgagor, and (y) notwithstanding clauses (i) through (vi) above,
neither the Master Servicer nor the Special Servicer shall be required to oppose
the confirmation of a plan in any bankruptcy or similar proceeding involving a
Mortgagor if in their reasonable and good faith judgment such opposition would
not ultimately 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 or Serviced Companion Loan except pursuant to
this Section 3.21(a) or as otherwise required under the related loan documents;

                       (vii) the Master Servicer shall not consent to any
assumption of a Mortgage Loan or any Serviced Companion Loan or release of any
earnout reserve amounts with respect to any Specified Earnout Reserve Loan
unless the Special Servicer shall have approved such assumption or release in
writing;

                       (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 three 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 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 the related Serviced Companion Loan 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


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approval, disapproval or delay in processing any assumption, earnout release or
reserve release as provided in Section 3.21(a)(vii) or (viii).

                  (c) Any payment of interest, which is deferred pursuant to any
modification, waiver or amendment permitted hereunder, shall not, for purposes
hereof, including, without limitation, calculating monthly distributions to
Certificateholders or Companion Loan Holders, as applicable, be added to the
unpaid principal balance of the related Mortgage Loan or Serviced Companion
Loan, notwithstanding that the terms of such Mortgage Loan or Serviced Companion
Loan or such modification, waiver or amendment so permit.

                  (d) The Master Servicer and, with respect to a Specially
Serviced Mortgage Loan, the Special Servicer each may, as a condition to its
granting any request by a Mortgagor for consent, modification, waiver or
indulgence or any other matter or thing, the granting of which is within the
Master Servicer's or the Special Servicer's discretion pursuant to the terms of
the instruments evidencing or securing the related Mortgage Loan or Serviced
Companion Loan and is permitted by the terms of this Agreement, require that
such Mortgagor pay to it, as additional servicing compensation, a reasonable or
customary fee (not to exceed 1.0% of the unpaid principal balance of the related
Mortgage Loan or Serviced Companion Loan) for the additional services performed
in connection with such request, together with any related costs and expenses
incurred by it.

                  (e) Except for waivers of Penalty Charges and notice periods,
all material modifications, waivers and amendments of the Mortgage Loans or
Serviced Companion Loans 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 such other party and the related Serviced Companion Loan
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 (i)
the Mall at Millenia Mortgage Loan, unless notified of any such amendment by the
2003-IQ4 Master Servicer or the 2003-IQ4 Special Servicer, (ii) the Wells Fargo
Tower Mortgage Loan, unless notified of any such amendment by the Greenwich
Commercial Mortgage Trust 2003-C2 Master Servicer or Greenwich Commercial
Mortgage Trust 2003-C2 Special Servicer and (iii) the Geneva Commons Mortgage
Loan, unless notified of any such amendment by the GMACCM 2003-C2 Master
Servicer or the GMACCM 2003-C2 Special Servicer) or any Serviced Companion Loan
and the date thereof, and shall deliver to the Trustee or the related Custodian
for deposit in the related Mortgage File, an original counterpart of the
agreement relating to such modification, waiver or amendment, promptly (and in
any event within 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 or Serviced Companion Loan and a written recommendation and
rationale therefor with respect to such request) for any approval or



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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 and Section 3.29(b), (i) any modifications,
waivers or amendments to the Mall at Millenia Mortgage Loan shall be subject to
the conditions set forth in the 2003-IQ4 Pooling and Servicing Agreement, (ii)
any modifications, waivers or amendments to the Wells Fargo Tower Mortgage Loan
shall be subject to the conditions set forth in the Greenwich Commercial
Mortgage Trust 2003-C2 Pooling and Servicing Agreement, (iii) any modifications,
waivers or amendments to the Geneva Commons Mortgage Loan shall be subject to
the conditions set forth in the GMACCM 2003-C2 Pooling and Servicing Agreement
and (iv) 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).

         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 Mall at Millenia
Mortgage Loan, the Wells Fargo Tower Mortgage Loan and the Geneva Commons
Mortgage Loan) or Serviced Companion Loan 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 or Serviced Companion Loan and reasonably requested by the Special
Servicer to enable it to assume its functions hereunder with respect



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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 Mall at
Millenia Mortgage Loan, the Wells Fargo Tower Mortgage Loan and the Geneva
Commons Mortgage Loan) or Serviced Companion Loan, 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 or Serviced Companion Loan,
and the Special Servicer's right to receive the Special Servicing Fee with
respect to such Mortgage Loan or Serviced Companion Loan, shall terminate, and
the obligations of the Master Servicer to service and administer such Mortgage
Loan or Serviced Companion Loan in accordance with this Agreement shall resume.

         Notwithstanding other provisions in this Agreement to the contrary, the
Master Servicer shall remain responsible for the billing and collection,
accounting, data collection, reporting and other basic Master Servicer
administrative functions with respect to Specially Serviced Mortgage Loans,
provided, that the Special Servicer shall establish procedures for the Master
Servicer as to the application of receipts and tendered payments and shall have
the exclusive responsibility for and authority over all contacts with and
notices to Mortgagors and similar matters relating to each Specially Serviced
Mortgage Loan and the related Mortgaged Property.

         The Master Servicer, upon the occurrence of a Servicing Transfer Event
with respect to any Serviced Companion Loan, 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.

                  (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 or Serviced Companion Loan 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 Mall at Millenia Mortgage Loan, the Wells Fargo Tower
Mortgage Loan and the Geneva Commons



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Mortgage Loan) or Serviced Companion Loans 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 or Serviced Companion Loan serviced
thereunder at the time such Mortgage Loan or Serviced Companion Loan becomes a
Specially Serviced Mortgage Loan (provided that, if any Additional Servicing Fee
Mortgage Loan becomes a Specially Serviced Mortgage Loan, the applicable
Designated Sub-Servicer, Archon, GSMC and the Master Servicer, as the case may
be, shall be entitled to continue to receive or retain their applicable portion
of the Additional Servicing Fee with respect to such Mortgage Loan pursuant to
the related Designated Sub-Servicer Agreement); (iv) requires that the Master
Servicer consent to any modification to the terms of a Mortgage Loan or Serviced
Companion Loan pursuant to Section 3.21; and (v) does not permit the
Sub-Servicer any direct rights of indemnification that may be satisfied out of
assets of the Trust Fund. Termination penalties or fees incurred under any such
Sub-Servicing Agreement shall not be an obligation of, or expense chargeable to,
the Certificateholders or the Trust Fund. References in this Agreement to
actions taken or to be taken by the Master Servicer include actions taken or to
be taken by a Sub-Servicer on behalf of the Master Servicer; and, in connection
therewith, all amounts advanced by any Sub-Servicer to satisfy the obligations
of the Master Servicer hereunder to make Servicing Advances and Delinquency
Advances shall be deemed to have been advanced by the Master Servicer, out of
its own funds and, accordingly, such Advances shall be recoverable by such
Sub-Servicer in the same manner and out of the same funds as if such
Sub-Servicer were the Master Servicer, and, for so long as they are outstanding,
such Advances shall accrue interest in accordance with Section 3.11(f) or
Section 4.03(d), as applicable, such interest to be allocable between the Master
Servicer and such Sub-Servicer as they may agree. For purposes of this
Agreement, the Master Servicer shall be deemed to have received any payment when
the Sub-Servicer receives such payment.

                  (b) Each Sub-Servicer shall be authorized to transact business
in the state or states in which the related Mortgaged Properties it is to
service are situated, if and to the extent required by applicable law.

                  (c) As part of its servicing activities hereunder, the Master
Servicer, for the benefit of the Trustee and the Certificateholders and, with
respect to the Serviced Whole Loans, the related Serviced Companion Loan
Holders, shall (at no expense to the Trustee, the Certificateholders, the
Serviced Companion Loan 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.


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<PAGE>


                  (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 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 or Serviced
Companion 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 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



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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 or the Serviced Companion Loan Holders for any action taken,
or for refraining from the taking of any action, in good faith pursuant to this
Agreement, or for errors in judgment. Each Holder and Certificate Owner
acknowledges and agrees, by its acceptance of its Certificates or an interest
therein, that the Majority Certificateholder of the Controlling Class 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 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 Companion Loan, "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 shall be provided access on the website of the Master Servicer
or Trustee, as applicable, to all reports and notices required to be submitted
to the Rating



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<PAGE>


Agencies by the terms hereof by any of the Trustee or the Master Servicer (or in
lieu of providing such access the Master Servicer or Trustee, as applicable, may
provide copies (including electronic copies) of such reports and notices
directly to the Majority Certificateholder of the Controlling Class). The
Special Servicer shall provide copies of any reports and notices it is required
to send to the Majority Certificateholder of the Controlling Class directly to
the Majority Certificateholder of the Controlling Class.

                  (e) Each of the Master Servicer and Special Servicer, as
appropriate, shall, without charge, make a knowledgeable Servicing Officer
available to answer questions from the Majority Certificateholder of the
Controlling Class (and, if applicable, with respect to a Serviced Companion
Loan, the holder of a 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 Mall at Millenia
Mortgage Loan, the Wells Fargo Tower Mortgage Loan and the Geneva Commons
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 or Serviced Companion Loans 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.

                  (f) Subject to the right of any Serviced Companion Loan Holder
pursuant to the related Serviced Whole Loan Intercreditor Agreement, 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):


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<PAGE>


                       (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 Companion 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 Companion 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, 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 Companion 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.


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<PAGE>


                  (h) Pursuant to the Wells Fargo Tower Co-Lender Agreement, the
holder of 50% of the Wells Fargo Tower Mortgage Loan shall have certain
consultation rights set forth in Section 16 of the Wells Fargo Tower Co-Lender
Agreement with respect to the actions (the "Wells Fargo Tower Significant
Servicing Matters") proposed by the Greenwich Commercial Mortgage Trust 2003-C2
Special Servicer (such consultation rights, the "Wells Fargo Tower Consultation
Rights"). The Majority Certificateholder of the Controlling Class shall have
such Wells Fargo Tower Consultation Rights. Upon receipt of notice of any Wells
Fargo Tower 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 Wells Fargo Tower Co-Lender
Agreement with respect to the Wells Fargo Tower Consultation Rights.

         Pursuant to the Mall at Millenia S&P-Related Side Letter, it shall be
an event of default under the 2003-IQ4 Pooling and Servicing Agreement with
respect to the Mall at Millenia Whole Loan if the 2003-IQ4 Master Servicer is
removed from S&P's approved master servicer list and the ratings of any of the
Certificates by S&P are qualified, downgraded, or withdrawn (including, without
limitation, placed on "negative credit watch") in connection with such removal.

         If the event of default set forth in the above paragraph occurs and the
2003-IQ4 Master Servicer is not otherwise terminated in accordance with Section
8.28(a) of the 2003-IQ4 Pooling and Servicing Agreement, then, at the request of
the Majority Certificateholder of the Controlling Class, the 2003-IQ4 Trustee
shall appoint, within 30 days of such event of default, a successor servicer
with respect to the Mall at Millenia Whole Loan.

                  (i) Pursuant to the Amended and Restated Mall at Millenia Side
Letter Agreement, the Majority Certificateholder of the Controlling Class and
the Special Servicer shall have the right to consult with the 2003-IQ4 Special
Servicer with respect to any Significant Servicing Matter. Upon receipt of
notice by the Special Servicer of any Significant Servicing Matter, the Special
Servicer shall provide the Majority Certificateholder of the Controlling Class
with such notice within one Business Day of the Special Servicer's receipt of
such notice. The Special Servicer and the Majority Certificateholder of the
Controlling Class shall follow the procedures set forth in the Amended and
Restated Mall at Millenia Side Letter Agreement with respect to such
consultation rights.

         If an event of default under the Greenwich Commercial Mortgage Trust
2003-C2 Pooling and Servicing Agreement occurs with respect to the Greenwich
Commercial Mortgage Trust 2003-C2 Master Servicer that affects the Wells Fargo
Tower Mortgage Loan and the Greenwich Commercial Mortgage Trust 2003-C2 Master
Servicer is not otherwise terminated in accordance with Section 7.01(b) of the
Greenwich Commercial Mortgage Trust 2003-C2 Pooling and Servicing Agreement then
the Majority Certificateholder of the Controlling Class may request that the
Greenwich Commercial Mortgage Trust 2003-C2 Trustee require the Greenwich
Commercial Mortgage Trust 2003-C2 Master Servicer to appoint, within 30 days of
the Greenwich Commercial Mortgage Trust 2003-C2 Trustee's request, a sub
servicer (or if the Wells Fargo Tower Mortgage Loan is currently being
sub-serviced, to replace, within 30 days of the Greenwich Commercial Mortgage
Trust 2003-C2 Trustee's request, the then-current sub-servicer with a new
sub-servicer) in accordance with the provisions of the Greenwich Commercial
Mortgage Trust 2003-C2 Pooling and Servicing Agreement.


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<PAGE>


         Section 3.25  Lock-Box Accounts and Servicing Accounts.

                  (a) With respect to each Mortgage Loan (other than the Mall at
Millenia Mortgage Loan, the Wells Fargo Tower Mortgage Loan and the Geneva
Commons 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 Mall at
Millenia Mortgage Loan, the Wells Fargo Tower Mortgage Loan and the Geneva
Commons 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 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.

                       (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)



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<PAGE>


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 and the Holders of companion loans, 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 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,



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<PAGE>


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 accurately reflect such successor's
jurisdiction of organization and whether it is a corporation, partnership, bank,
association or other type of organization.


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<PAGE>


                  (c) Midland, in its capacity as Special Servicer, hereby
represents, warrants and covenants to the other parties hereto and for the
benefit of the Certificateholders and the Holders of companion loans, as of the
Closing Date, that:

                       (i) Midland is a corporation validly existing and in good
standing under the laws of the State of Delaware, and Midland 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, except where
the failure to so comply would not have a material adverse effect on the ability
of Midland to perform its obligations hereunder.

                       (ii) The execution and delivery of this Agreement by
Midland, and the performance and compliance with the terms of this Agreement by
Midland, will not (A) violate Midland's organizational documents or (B)
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 material instrument to which it is a party or which is
applicable to it or any of its assets which, in the case of (B), is likely to
materially and adversely affect Midland's ability to perform hereunder.

                       (iii) Midland has the full corporate power and authority
to enter into and consummate all of Midland's 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 Midland, enforceable against Midland in
accordance with the terms hereof, subject to (A) applicable bankruptcy,
insolvency, reorganization, liquidation, receivership, 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) Midland 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
Midland's good faith and reasonable judgment, is likely to affect materially and
adversely either the ability of Midland to perform its obligations under this
Agreement or the financial condition of Midland.

                       (vi) No litigation is pending or, to the best of the
Midland's knowledge, threatened, against Midland, the outcome of which, in
Midland's good faith and reasonable judgment, could reasonably be expected to
prohibit Midland from entering into this Agreement or materially and adversely
affect the ability of Midland to perform its obligations under this Agreement.

                       (vii) No consent, approval, authorization or order of any
court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by Midland of or compliance by Midland
with this Agreement or the



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<PAGE>


consummation of the transactions contemplated by this Agreement except for any
consent, approval, authorization or order which has been obtained and is
effective or that cannot be obtained by Midland prior to the actual performance
by Midland of its obligations under this Agreement, or which, if not obtained,
would not have a material adverse effect on the performance by Midland under
this Agreement.

                       (viii) Midland possesses all insurance required pursuant
to Section 3.07(c) of this Agreement.

         The representations and warranties of Midland 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 Midland 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 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) Each of the Trustee and the Master Servicer acknowledge
that: (a) the 2003-IQ4 Master Servicer, the 2003-IQ4 Trustee, the Greenwich
Commercial Mortgage Trust 2003-C2 Master Servicer, the Greenwich Commercial
Mortgage Trust 2003-C2 Trustee, the GMACCM 2003-C2 Master Servicer and the
GMACCM 2003-C2 Trustee shall be a third-party beneficiary under this Agreement
with respect to any provisions herein relating to (i) the reimbursement of any
Nonrecoverable Servicing Advances made with respect to (A) the Mall at Millenia
Mortgage Loan by the 2003-IQ4 Master Servicer or the 2003-IQ4 Trustee, as
applicable, (B) the Wells Fargo Tower Mortgage Loan by the Greenwich Commercial
Mortgage Trust 2003-C2 Master Servicer or the Greenwich Commercial Mortgage
Trust 2003-C2 Trustee, as applicable and (C) the Geneva Commons Mortgage Loan by
the GMACCM 2003-C2 Master Servicer or the GMACCM 2003-C2 Trustee, as applicable,
(ii) the indemnification of each of the 2003-IQ4 Master Servicer, the Greenwich
Commercial Mortgage Trust 2003-C2 Master Servicer or the GMACCM 2003-C2 Master
Servicer, as applicable, 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 2003-IQ4 Pooling and Servicing Agreement, the Greenwich
Commercial Mortgage Trust 2003-C2 Pooling and Servicing Agreement and the GMACCM
2003-C2 Pooling and Servicing Agreement, as applicable, and this Agreement as
relates to the Mall at Millenia Mortgage Loan, the Wells Fargo Tower Mortgage
Loan and the Geneva Commons Mortgage Loan, as applicable, and (b)(i) each of the
2003-IQ4 Special Servicer, (ii) the Greenwich Commercial Mortgage Trust 2003-C2
Special Servicer and (iii) the GMACCM 2003-C2 Special Servicer shall be a
third-party beneficiary under this Agreement with respect to any provisions
herein relating to (x) the reimbursement of any nonrecoverable advances made
with respect to the Mall at Millenia



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<PAGE>


Mortgage Loan by the 2003-IQ4 Special Servicer, the Wells Fargo Tower Mortgage
Loan by the Greenwich Commercial Mortgage Trust 2003-C2 Special Servicer or the
Geneva Commons Mortgage Loan by the GMACCM 2003-C2 Special Servicer, as
applicable (it being understood that the 2003-IQ4 Special Servicer, the
Greenwich Commercial Mortgage Trust 2003-C2 Special Servicer and the GMACCM
2003-C2 Special Servicer, as applicable, are not required to make any advances),
and (y) the indemnification of the 2003-IQ4 Special Servicer, the Greenwich
Commercial Mortgage Trust 2003-C2 Special Servicer and the GMACCM 2003-C2
Special Servicer, as applicable, 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 its respective duties
under the 2003-IQ4 Pooling and Servicing Agreement, the Greenwich Commercial
Mortgage Trust 2003-C2 Pooling and Servicing Agreement and the GMACCM 2003-C2
Pooling and Servicing Agreement, as applicable, and this Agreement and relating
to the Mall at Millenia Mortgage Loan, the Wells Fargo Tower Mortgage Loan or
the Geneva Commons Mortgage Loan, as applicable.

                  (b) Each of the Trustee and the Master Servicer acknowledge
that the AFR/Bank of America Portfolio 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 related AFR/Bank of America Portfolio 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 AFR/Bank of America Portfolio 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 related AFR/Bank of America Portfolio Companion
Loan, and (iii) the compensation to be paid to such AFR/Bank of America
Portfolio Companion Loan Service Provider with respect to the related AFR/Bank
of America Portfolio 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) is a third party beneficiary hereof.

         Section 3.28 Certain Matters Relating to the Mall at Millenia Whole
Loan, the Wells Fargo Tower Whole Loan and the Geneva Commons Whole Loan.

                  (a) In the event that any of the 2003-IQ4 Trustee, the
2003-IQ4 Master Servicer or the 2003-IQ4 Special Servicer shall be replaced in
accordance with the terms of the 2003-IQ4 Pooling and Servicing Agreement, the
Master Servicer and the Special Servicer shall acknowledge its successor as the
successor to the 2003-IQ4 Trustee, the 2003-IQ4 Master Servicer or the 2003-IQ4
Special Servicer, as applicable.

                  (b) In the event that any of the Greenwich Commercial Mortgage
Trust 2003-C2 Trustee, the Greenwich Commercial Mortgage Trust 2003-C2 Master
Servicer or the Greenwich Commercial Mortgage Trust 2003-C2 Special Servicer
shall be replaced in accordance with the terms of the Greenwich Commercial
Mortgage Trust 2003-C2 Pooling and



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Servicing Agreement, the Master Servicer and the Special Servicer shall
acknowledge its successor as the successor to the Greenwich Commercial Mortgage
Trust 2003-C2 Trustee, the Greenwich Commercial Mortgage Trust 2003-C2 Master
Servicer or the Greenwich Commercial Mortgage Trust 2003-C2 Special Servicer, as
applicable.

                  (c) In the event that any of the GMACCM 2003-C2 Trustee, the
GMACCM 2003-C2 Master Servicer or the GMACCM 2003-C2 Special Servicer shall be
replaced in accordance with the terms of the GMACCM 2003-C2 Pooling and
Servicing Agreement, the Master Servicer and the Special Servicer shall
acknowledge its successor as the successor to the GMACCM 2003-C2 Trustee, the
GMACCM 2003-C2 Master Servicer or the GMACCM 2003-C2 Special Servicer, as
applicable.

                  (d) 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 Section 4.02(b)) from the
2003-IQ4 Master Servicer, the 2003-IQ4 Special Servicer, the 2003-IQ4 Trustee,
the Greenwich Commercial Mortgage Trust 2003-C2 Master Servicer, the Greenwich
Commercial Mortgage Trust 2003-C2 Special Servicer, the Greenwich Commercial
Mortgage Trust 2003-C2 Trustee, the GMACCM 2003-C2 Master Servicer, the GMACCM
2003-C2 Special Servicer or the GMACCM 2003-C2 Trustee, any servicing reports
concerning the Mall at Millenia Mortgage Loan, the Wells Fargo Tower Mortgage
Loan or the Geneva Commons Mortgage Loan, as applicable; provided, however, that
in accordance with the instructions of the Trustee pursuant to Section 3.02(b),
the 2003-IQ4 Master Servicer shall deliver the remittance report relating to the
Balloon Payment due on the Mall at Millenia Mortgage Loan directly to the
Trustee.

                  (e) Each of the Master Servicer, the Special Servicer and the
Trustee shall execute an acknowledgement form, accepting the terms of that
certain servicing-related Amended and Restated Side Letter, dated as of June 5,
2003, as amended, as of December 1, 2003(the "Amended and Restated Mall at
Millenia Servicing Side Letter"), relating to the servicing of the Mall at
Millenia Mortgage Loan and the related pari passu Mall at Millenia Companion
Loans.

                  (f) Each of the Master Servicer, the 2003-IQ4 Trustee, the
2003-IQ4 Depositor and the 2003-IQ4 Special Servicer shall execute a certain
Side Letter addressing certain concerns of Standard & Poor's, dated December 18,
2003 (the "Mall at Millenia S&P-Related Side Letter"), relating to the Mall at
Millenia Mortgage Loan and the servicing requirements thereof in accordance with
the 2003-IQ4 Pooling and Servicing Agreement. The terms set forth in Amended and
Restated Mall at Millenia Side Letter and the Mall at Millenia S&P-Related Side
Letter shall be incorporated herein by reference as if set forth herein.

         Section 3.29 AFR/Bank of America Portfolio Control Rights.

                  (a) With respect to the AFR/Bank of America Portfolio Whole
Loan, the Class S-AFR Controlling Class shall have the right at any time to
appoint a Class S-AFR Controlling Class Directing Holder by giving written
notice thereof to the Trustee, the Fiscal Agent, the Master Servicer and the
Special Servicer, and shall have the right in its sole discretion



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<PAGE>


at any time and from time to time to remove and replace any such Class S-AFR
Controlling Class Directing Holder.

                  (b) (i) With respect to the AFR/Bank of America Portfolio
Whole Loan, notwithstanding anything to the contrary contained herein (but
subject to Section 3.29(b)(iii)), unless an AFR/Bank of America Portfolio Change
of Control has occurred and is continuing, (i) the Special Servicer shall be
required to consult with the Class S-AFR Controlling Class Directing Holder upon
the occurrence of any AFR/Bank of America Portfolio Event of Default to consider
alternative actions recommended by the Class S-AFR Controlling Class Directing
Holder and to consult with the Class S-AFR Controlling Class Directing Holder
with respect to determinations made pursuant to Section 3.09, Section 3.18 or
Section 3.19, (ii) at any time (whether or not an AFR/Bank of America Portfolio
Event of Default has occurred) the Master Servicer and the Special Servicer will
be required to (A) consult with the Class S-AFR Controlling Class Directing
Holder (1) with respect to proposals to take any significant action with respect
to the AFR/Bank of America Portfolio Whole Loan and the related Mortgaged
Property and to consider alternative actions recommended by the Class S-AFR
Controlling Class Directing Holder and (2) to the extent that the related
AFR/Bank of America Portfolio 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 Class S-AFR Controlling Class Directing Holder of any proposal to
take any of such actions (and to provide such Class S-AFR Controlling Class
Directing Holder with such non-proprietary information reasonably requested by
such Class S-AFR Controlling Class Directing Holder as may be necessary in the
reasonable determination of such Class S-AFR Controlling Class Directing Holder
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
Class S-AFR Controlling Class Directing Holder with respect to:

                       (A) any modification or amendment of, or waiver with
respect to, the AFR/Bank of America Portfolio 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 AFR/Bank of America Portfolio
Whole Loan, a modification or waiver of any other monetary term of the AFR/Bank
of America Portfolio 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 AFR/Bank of America Portfolio
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 AFR/Bank of America Portfolio Whole Loan that
would result in a discounted pay-off of the AFR/Bank of America Portfolio 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



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<PAGE>


Mortgaged Property securing the AFR/Bank of America Portfolio 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;

                       (E) any proposed or actual sale of the AFR/Bank of
America Portfolio Whole Loan other than pursuant to Section 3.18, Section
3.30(a) or Section 9.01;

                       (F) any release of the related Mortgagor, any guarantor
or other obligor from liability with respect to the AFR/Bank of America
Portfolio 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
AFR/Bank of America Portfolio Whole Loan (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 AFR/Bank of America
Portfolio Whole Loan documents);

                       (L) any renewal or replacement of the then existing
insurance policies (to the extent the lender's approval is required under the
AFR/Bank of America Portfolio Whole Loan documents) or any waiver, modification
or amendment of any insurance requirements under the AFR/Bank of America
Portfolio Whole Loan documents; and

                       (M) any change in the property manager at any AFR/Bank of
America Portfolio Mortgaged Property;

provided, that the consent of the Class S-AFR Controlling Class Directing Holder
to any such proposed action requiring its consent and this Section 3.29(b) shall
be deemed given if the Class S-AFR Controlling Class Directing Holder fails to
notify the Special Servicer or Master Servicer, as applicable, of its approval
or disapproval of any such proposed action within ten Business Days of delivery
to the Class S-AFR Controlling Class Directing Holder by the Special Servicer or
Master Servicer, as applicable, of written notice of such a proposed action,
together with the information requested by the Class S-AFR Controlling Class
Directing Holder pursuant to this Section 3.29(b).


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<PAGE>


                       (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 Class S-AFR
Controlling Class Directing Holder, 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
AFR/Bank of America Portfolio 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 a Special Servicer or the Master Servicer
pursuant to a direction, approval or disapproval by the Class S-AFR Controlling
Class Directing Holder 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 Class S-AFR Controlling Class Directing Holder 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 Class S-AFR Controlling
Class Directing Holder 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 Class S-AFR Controlling Class Directing Holder
shall not owe any fiduciary duty to the Trustee, the Fiscal Agent the Serviced
Companion Paying Agent, the Master Servicer, any Special Servicer, any
Certificateholder or any AFR/Bank of America Portfolio Companion Loan Holder.
The Class S-AFR Controlling Class Directing Holder will not have any liability
to the Certificateholders or any AFR/Bank of America Portfolio Companion Loan
Holder 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 Class S-AFR
Controlling Class Directing Holder may take or refrain from taking actions that
favor the interests of the Class S-AFR Controlling Class over the
Certificateholders, and that the Class S-AFR Controlling Class Directing Holder
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 Class S-AFR Controlling Class Directing Holder or any of its
officers, directors, employees, principals or agents as a result of such a
special relationship or conflict, and that the Class S-AFR Controlling Class
Directing Holder shall not be liable by reason of its having acted or refrained
from acting solely in the interests of the Class S-AFR Controlling Class.

                  (c) Notwithstanding anything in this Agreement to the
contrary, (i) so long as no AFR/Bank of America Portfolio Change of Control
exists, the Class S-AFR Controlling Class Directing Holder, in lieu of the
Majority Certificateholder of the Controlling Class, shall be entitled to take
all actions under this Agreement (other than under Sections 3.18(b), 3.24,
3.31(c) and 9.01) with respect to the AFR/Bank of America Portfolio 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 the
AFR/Bank of America Portfolio Whole Loan shall be deemed to be references to the
Class S-AFR Controlling Class Directing Holder, (ii) if an AFR/Bank of



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<PAGE>


America Portfolio Control Appraisal Event exists, the Majority Certificateholder
of the Controlling Class together with the AFR/Bank of America Portfolio
Companion Majority Certificateholders, shall be entitled to take all actions
under this Agreement (other than under Sections 3.18(b), 3.24, 3.31(c) and 9.01)
with respect to the AFR/Bank of America Portfolio Whole Loan, with all
determinations to be made in accordance with the AFR/Bank of America Portfolio A
Notes Intercreditor Agreement, and any reference to the Majority
Certificateholder of the Controlling Class or the Class S-AFR Controlling Class
Directing Holder in this Agreement relating to actions permitted to be taken
with respect to the AFR/Bank of America Portfolio Whole Loan only with the
consent of the Majority Certificateholder of the Controlling Class or the Class
S-AFR Controlling Class Directing Holder shall be deemed to be references to the
Majority Certificateholder of the Controlling Class together with the AFR/Bank
of America Portfolio Companion Majority Certificateholders, with any such
determinations to be made as provided in the AFR/Bank of America Portfolio A
Notes Intercreditor Agreement and (iii) whether or not an AFR/Bank of America
Portfolio Control Appraisal Event exists, the Majority Certificateholder of the
Controlling Class shall be entitled to take the actions specified in Section
3.18(b) and 9.01 with respect to the AFR/Bank of America Portfolio Whole Loan.

         Notwithstanding the provisions of this Section 3.29, the Majority
Certificateholder of the Controlling Class and each AFR/Bank of America
Portfolio Companion Loan Holder shall have the right to consult with the Master
Servicer or Special Servicer with respect to the AFR/Bank of America Portfolio
Whole Loan.

         Section 3.30 AFR/Bank of America Portfolio B Note
Intercreditor Matters.

                  (a) For so long as a Servicing Transfer Event that constitutes
an AFR/Bank of America Portfolio Event of Default and no AFR/Bank of America
Portfolio Change of Control exists, the Special Servicer shall notify the
Serviced Companion Loan Paying Agent (which shall notify the Class S-AFR
Controlling Class Directing Holder) of such event in accordance with the terms
of, and within the time periods provided in, the related AFR/Bank of America
Portfolio Agreement among Noteholders and the Class S-AFR Controlling Class
Directing Holder may purchase from the Trustee on behalf of the Trust Fund, and
the Trustee on behalf of the Trust Fund shall sell, the AFR/Bank of America
Portfolio Mortgage Loan at any time prior to the foreclosure or comparable
conversion of the related Mortgaged Property at the Purchase Price. In addition,
in the event that the Special Servicer determines to foreclose upon or
comparably convert the Mortgaged Property securing the AFR/Bank of America
Portfolio Whole Loan, the Special Servicer shall notify the Class S-AFR
Controlling Class Directing Holder not less than fifteen (15) Business Days
prior to the completion of such foreclosure or conversion.

                  (b) (i) The Class S-AFR Controlling Class Directing Holder
shall have the right, but not the obligation, to cure such monetary AFR/Bank of
America Portfolio Event of Default within five (5) Business Days following the
first notice of such monetary AFR/Bank of America Portfolio Event of Default and
at no other times (the "AFR/Bank of America Portfolio 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 Class S-AFR Controlling Class Directing Holder
exercising the AFR/Bank of America Portfolio B Note Holder Cure Right shall be
required to (i) make all required Delinquency Advances (without giving effect to
any determination that such



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Delinquency Advance would be a Nonrecoverable Advance) on such AFR/Bank of
America Portfolio Pari Passu Loans and the AFR/Bank of America Portfolio B Note,
(ii) pay or reimburse the Master Servicer, the Trustee and the Fiscal Agent, as
applicable, for all unreimbursed Advances, together with Advance Interest
thereon, theretofore made or required to be made by the Master Servicer, the
Trustee and the Fiscal Agent (without giving effect to any determination that
such Advance would be a Nonrecoverable Advance), in each case to the extent
relating to such AFR/Bank of America Portfolio Whole Loan and (iii) if, in
addition to the failure by the Mortgagor to make a payment of principal or
interest on the AFR/Bank of America Portfolio 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
AFR/Bank of America Portfolio 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 or the AFR/Bank of America
Portfolio Companion Loan Holders 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 Cure Deposit, a "AFR/Bank
of America Portfolio B Note Holder Cure Advance"). So long as a monetary
AFR/Bank of America Portfolio Event of Default exists for which an AFR/Bank of
America Portfolio B Note Holder Cure Advance permitted hereunder is made, the
Master Servicer, the Trustee, the Fiscal Agent and the Special Servicer shall
not treat such AFR/Bank of America Portfolio Event of Default as an AFR/Bank of
America Portfolio Event of Default (i) for purposes of Section 4 of the related
AFR/Bank of America Portfolio Intercreditor Agreement Among Noteholders, (ii)
for purposes of accelerating such AFR/Bank of America Portfolio Whole Loan or
modifying, amending or waiving any provisions of the related Mortgage Loan
documents in connection with a Workout of the AFR/Bank of America Portfolio
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, that such limitations shall not
prevent the Master Servicer, the Trustee, the Fiscal Agent or the Special
Servicer from sending notices of the AFR/Bank of America Portfolio Event of
Default to the related Mortgagor or any related guarantor or making demands on
the related Mortgagor or any related guarantor or from collecting Default
Interest or late payment charges from the related Mortgagor.

                  (ii) The right of the S-AFR Controlling Class Directing Holder
to exercise its AFR/Bank of America Portfolio B Note Holder Cure Rights or to
cause a Special Servicing Delay shall be subject to the limitations that there
be no more than six AFR/Bank of America Portfolio B Note Holder Cure Events
and/or Special Servicing Delays for AFR/Bank of America Portfolio Whole Loan in
any twelve calendar month period and that no combination of AFR/Bank of America
Portfolio B Note Holder Cure Events and Special Servicing Delays may continue
for more than three consecutive months. For purposes of this Agreement, (i) a
single "AFR/Bank of America Portfolio B Note Holder Cure Event" shall mean the
continuous exercise by the Class S-AFR Controlling Class Directing Holder of
AFR/Bank of America Portfolio B Note Holder Cure Rights for up to three
consecutive months in the aggregate (but without regard to the number of
AFR/Bank of America Portfolio Events of Default cured during such period) and
(ii) a Special Servicing Delay that also constitutes an AFR/Bank of America
Portfolio B Note Holder Cure Event or that occurs simultaneously with an
AFR/Bank of America Portfolio



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<PAGE>


B Note Holder Cure Event shall be counted solely as an AFR/Bank of America
Portfolio B Note Holder Cure Event and shall not be separately counted in
determining compliance with the preceding sentence. In no event shall an any
Class S-AFR Certificateholder, a majority of whose interests are owned by an
AFR/Bank of America Portfolio Borrower Affiliate, have the rights set forth in
this section.

                  (iii) The right of a Class S-AFR Controlling Class Directing
Holder to reimbursement for any payment made by it pursuant to this Section
3.30(b) shall be subordinate in all respects to the rights of the Trust and the
AFR/Bank of America Portfolio Companion Loan Holders to distributions of
interest (other than Default Interest) and principal with respect to the
AFR/Bank of America Portfolio Whole Loan and to the rights of the Trustee and
Serviced Companion Loan Paying Agent and 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 2.02 or Section 2.03 or payable to them pursuant to or any other
provision of this Agreement and such AFR/Bank of America Portfolio B Note Holder
Cure Advance shall be reimbursable only as provided herein.

                  (iv) The determination that a Servicing Transfer Event for the
AFR/Bank of America Portfolio 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 no more than three consecutive months, a
"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 Class S-AFR Controlling Class Directing 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 Class S-AFR
Controlling Class Directing 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 AFR/Bank of America Portfolio B Note Holder Cure Advance
on such Due Date as provided in, and subject to the limitations provided in this
Section 3.30(b); (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 clause (B)(1) on the
second Due Date following the date of deposit or (y) be returned to the Class
S-AFR Controlling Class Directing 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



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<PAGE>


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 Class S-AFR Controlling Class Directing Holder making such
deposit on the Business Day following the first Due Date following the date of
deposit.

         For purposes of this Section 3.30(b)(iv), the right of the Class S-AFR
Controlling Class Directing Holder to cause a Special Servicing Delay shall be
subject to the limitation that there be no more than an aggregate of six
AFR/Bank of America Portfolio B Note Holder Cure Events or Special Servicing
Delays, in any combination, with respect to the AFR/Bank of America Portfolio
Whole Loan in any twelve (12) calendar month period; provided, that such
AFR/Bank of America Portfolio B Note Holder Cure Events and Special Servicing
Delays may occur consecutively for a total of no more than three consecutive
months). Any deposit pursuant to clause (A) or (B) of the second preceding
sentence is referred to herein as a "Cure Deposit." For purposes of the proviso
to the third preceding sentence, in the event that a Cure Deposit is retained by
the Master Servicer pursuant to clause (B)(2)(x), 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 clause (B)(2)(x).

                  (c) The Master Servicer shall give notice of any default for
non-payment by the related Mortgagor with respect to the AFR/Bank of America
Portfolio Whole Loan to the Special Servicer, the AFR/Bank of America Portfolio
Companion Holders, the Class S-AFR Controlling Class Directing Holder, the
Majority Certificateholder of the Controlling Class and the related Serviced
Companion Loan Paying Agent no later than two (2) Business Days following the
occurrence of such event of default.

         Section 3.31 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 Companion Loan Paying Agent under
this Agreement, 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.

         If any AFR/Bank of America Portfolio Companion Loan Holder is the party
proposing the modification, cancellation or termination of either AFR/Bank of
America Portfolio Intercreditor Agreement, the Master Servicer or the Special
Servicer shall require such AFR/Bank of America Portfolio Companion Loan Holder
to pay the expenses and fees of obtaining the confirmation from the Rating
Agencies and the expenses of the Master Servicer and the Special Servicer in
providing information to the Rating Agencies in connection with obtaining such
confirmation. In the event that the Master Servicer or the Special Servicer in
accordance with the Servicing Standard proposes the modification, cancellation
or termination of either AFR/Bank of America Portfolio Intercreditor Agreement,
such expenses and fees of the Rating Agencies and expenses of the Master
Servicer and the Special Servicer shall be paid by the Master Servicer as a
Servicing Advance subject to reimbursement from the Trust Fund.


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<PAGE>


                       (b) If, pursuant to Section 2.03, Section 3.18, 3.30(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" or with
respect to the AFR/Bank of America Portfolio B Note, the "Note B Holder" under
such Serviced Whole Loan Intercreditor Agreement (or, with respect to the Water
Tower Whole Loan, the A1 Noteholder and/or A2 Noteholder). 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" (or, with respect to
the Water Tower Whole Loan, the A1 Noteholder and/or A2 Noteholder) (as a result
of such purchase or repurchase), under the related Serviced Whole Loan
Intercreditor Agreement 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, with respect to the Water Tower Whole
Loan, the A1 Noteholder and/or A2 Noteholder) 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 to
the master servicer or special servicer, as the case may be, under the separate
servicing agreement for the Serviced Whole Loan.

         In addition, 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 other than the Class S-AFR Certificateholders), or (v) any
representative of such holders (or any sub-group thereof), all being construed
to refer to the "Note A Holder".

         Subject to the terms of the applicable Serviced Whole Loan
Intercreditor Agreement, if pursuant to Section 2.03, Section 3.18, 3.30(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, 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


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Serviced Whole Loan being 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.

                  (c) Neither the Master Servicer nor the Special Servicer will
be permitted to take any of the following actions with respect to the applicable
Serviced Whole Loan until it has notified the Directing Certificateholder in
writing and the 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 an REO Property) of the ownership
of any related Mortgaged Property and the other collateral securing the Serviced
Whole Loan if such Serviced Whole Loan comes into and continues to default;

                       (ii) any modification, amendment or waiver of a monetary
term (including the amount of and 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 (viii) below) of the Serviced Whole Loan;

                       (iii) any proposed sale of any related Mortgaged Property
after it becomes an REO Property (other than in connection with the termination
of the Trust Fund) for less than the purchase price specified herein;

                       (iv) any acceptance of a discounted payoff of the
Serviced Whole Loan;

                       (v) any determination to bring any related Mortgaged
Property after it becomes an REO Property into compliance with applicable
environmental laws or to otherwise address Hazardous Materials located at such
Mortgaged Property;

                       (vi) any release of real property collateral for the
Serviced Whole Loan (other than releases made in connection with the grant of a
non-material easement or a right-of-way);

                       (vii) any acceptance of substitute or additional
collateral for the Serviced Whole Loan (other than defeasance collateral as
required in accordance with the terms thereof);

                       (viii) any waiver of any rights under a "due-on-sale" or
"due-on-encumbrance" clause for the Serviced Whole Loan;


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                       (ix) any determination by the Master Servicer or Special
Servicer not to maintain or cause borrower for the Serviced Whole Loan 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 Serviced Whole Loan;
and

                       (x) any change in the property manager for the Mortgaged
Property or REO Property which is required to be approved by the lender in
accordance with the terms of the Serviced 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, a third party operating advisor will be appointed to make the final
determination with respect to such actions in accordance with the related
Serviced Whole Loan Intercreditor Agreement and in any event within 90 days of
the date such operating advisor is advised of such conflict.

                       (xi) Notwithstanding anything herein to the contrary, no
advice, direction or objection from or by the Directing Certificateholder or
operating advisor, as applicable, 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 3.32 Matters relating to the 609 Fifth  Avenue Companion Loans.

                  (a) the Special Servicer shall be required to consult with the
2003-IQ6 Special Servicer with respect to any proposed action to be taken in
respect of the 609 Fifth Avenue Companion Loans, and shall provide the 2003-IQ6
Special Servicer with an opportunity to review any proposed action to be taken
in respect thereof;

                  (b) the 2003-IQ6 Special Servicer and the operating advisor
appointed under the 2003-IQ6 Pooling and Servicing Agreement (the "Subsequent
Operating Advisor") shall have such opportunity to consult with the Special
Servicer for a period from the date of receipt of the Special Servicer's written
description of its proposed action through (but excluding) the fifth Business
Day following the date of receipt (the "Initial Review Period");


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                  (c) the Special Servicer shall implement its written proposal
if the 2003-IQ6 Special Servicer (in consultation with the Subsequent Operating
Advisor) does not disapprove the proposed action within the Initial Review
Period, unless the Special Servicer has been directed to do otherwise by the
Majority Certificateholder of the Controlling Class (in which event the Special
Servicer shall advise the 2003-IQ6 Special Servicer of such alternate course of
action);

                  (d) if the 2003-IQ6 Special Servicer (in consultation with the
Subsequent Operating Advisor) disagrees with any aspect of the written proposal
and, after consultation with the Special Servicer during the Initial Review
Period, is unable to reach agreement on the proper course of action and notifies
the Special Servicer of its disagreement in writing, then the 2003-IQ6 Special
Servicer shall be entitled to an additional period of five Business Days (the
"Additional Review Period") to continue its discussions with the Special
Servicer and the Majority Certificateholder of the Controlling Class;

                  (e) if the 2003-IQ6 Special Servicer and the Special Servicer
agree on a revised course of action within the Initial Review Period or the
Additional Review Period, then the Special Servicer shall revise the written
proposal to reflect the agreed upon revised course of action and shall implement
that course of action;

                  (f) if the 2003-IQ6 Special Servicer and the Special Servicer
are unable to agree on the appropriate course of action by the end of the
Additional Review Period, then the Special Servicer shall decide, in accordance
with the Servicing Standard, what course of action to follow; and

                  (g) if the Special Servicer needs to take immediate action and
cannot wait until all review periods set forth above expire, the Special
Servicer shall decide, in accordance with the Servicing Standard, what course of
action to take.

         Section 3.33 Removal of Special Servicer by Directing
Certificateholder.

         Notwithstanding the rights of the Majority Certificateholder of the
Controlling Class set forth herein, the Special Servicer may be removed as
Special Servicer for each of the 5 Houston Whole Loan and the Water Tower Place
Whole Loan at any time, with or without cause, by the Directing
Certificateholder to the extent set forth in Section 3.1(c) of each of the Water
Tower Place Intercreditor Agreement and the 5 Houston Center Intercreditor
Agreement, subject to any consent of the Majority Certificateholder of the
Controlling Class permitted under the related Intercreditor Agreement. Any
successor special servicer shall have the required rating set forth in the
related Intercreditor Agreement and shall be appointed by the Directing
Certificateholder to the extent set forth in Section 3.1(c) of each of the
related Intercreditor Agreements, subject to any consent of the Majority
Certificateholder of the Controlling Class permitted under each of the Water
Tower Place Intercreditor Agreement and the 5 Houston Center Intercreditor
Agreement, as applicable. In the event that an Event of Default exists hereunder
with respect to the Special Servicer, if the applicable Directing
Certificateholder is not able to appoint a successor special servicer, the
operating adviser appointed under the related Intercreditor Agreement shall
select one of the proposed successor special servicers.


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                                   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 for such date for the following purposes
and in the following order of priority:

                       (i) to pay interest to REMIC II in respect of the various
REMIC I Regular Interests, up to an amount equal to, and pro rata in accordance
with, all Uncertificated Distributable Interest for each such REMIC I Regular
Interest for such Distribution Date and, to the extent not previously deemed
paid, for all prior Distribution Dates;

                       (ii) to pay principal to REMIC II in respect of the
various REMIC I Regular Interests, up to an amount equal to, and pro rata in
accordance with, in the case of each such REMIC I Regular Interest for such
Distribution Date, the excess, if any, of the Uncertificated Principal Balance
of such REMIC I Regular Interest outstanding immediately prior to such
Distribution Date, over the Stated Principal Balance of the related Mortgage
Loan, REO Loan or, if applicable, Replacement Mortgage Loan(s), as the case may
be, that will be outstanding immediately following such Distribution Date; and

                       (iii) to reimburse REMIC II for any Realized Losses and
Additional Trust Fund Expenses previously deemed allocated to the various REMIC
I Regular Interests, up to an amount equal to, and pro rata in accordance with,
the Loss Reimbursement Amount for each such REMIC I Regular Interest immediately
prior to such Distribution Date.

         On each Distribution Date, the Trustee shall be deemed to apply any
amounts withdrawn from the Excess Liquidation Proceeds Reserve Account for such
Distribution Date to reimburse REMIC II for any Realized Losses and Additional
Trust Fund Expenses previously deemed allocated to the various REMIC I Regular
Interests and unreimbursed pursuant to Section 4.01(a)(iii), up to an amount
equal to, and pro rata in accordance with, the Loss Reimbursement Amount for
each such REMIC I Regular Interest immediately prior to such Distribution Date.

         On each Distribution Date, the Trustee shall pay to the Holders of the
Class R-I Certificates, in accordance with Section 4.01(c), that portion, if
any, of the Available Distribution Amount for such date that has not otherwise
been deemed paid to REMIC II in respect of the REMIC I Regular Interests
pursuant to the foregoing provisions of this Section 4.01(a) (such portion, the
"Class R-I Distribution Amount" for such Distribution Date).

         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.


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<PAGE>


         All amounts (other than additional interest in the form of amounts
relating to Prepayment Premiums) deemed paid to REMIC II in respect of the REMIC
I Regular Interests pursuant to this Section 4.01(a) on any Distribution Date is
hereinafter referred to as the "REMIC II Distribution Amount" for such date.

                  (b) On each Distribution Date, the Trustee shall be deemed to
apply the REMIC II Distribution Amount (other than any amounts withdrawn from
the Excess Liquidation Proceeds Reserve Account) for such date for the following
purposes and in the following order of priority:

                       (i) to pay interest to REMIC III in respect of all REMIC
II Regular Interests up to an amount equal to all Uncertificated Distributable
Interest in respect of such REMIC II Regular Interests for such Distribution
Date and, to the extent not previously deemed paid, for all prior Distribution
Dates with such payments allocated among the REMIC II Regular Interests such
that remaining amounts, if any, of unpaid interest on each such REMIC II Regular
Interest will equate to the remaining unpaid accrued interest on the
corresponding Class of Principal Balance Certificates or Class X Component
outstanding after all subsequent adjustments made on such Distribution Date
under Section 4.01(c) below;

                       (ii) to pay principal to REMIC III in respect of all
REMIC II Regular Interests apportioned as payment of Uncertificated Principal
Balance among REMIC II Regular Interests such that the remaining Uncertificated
Principal Balance of each such class will equal the then outstanding Class
Principal Balance of the corresponding Principal Balance Certificates after all
subsequent adjustments made on such Distribution Date under Section 4.01(c)
below (other than payments thereunder in reimbursement of any Realized Losses
and Additional Trust Fund Expenses); provided, that (A) with respect to
distributions of principal in respect of REMIC II Regular Interests LA-1-1,
LA-1-2-A, LA-1-2-B, LA-1-2-C 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,
LA-1-2-C and LA-1-2-D shall correspond with the outstanding Class Principal
Balance of the Class A-1 Certificates and (II) the Uncertificated Principal
Balance of the REMIC II Regular Interest LA-1-2-A will only be reduced after the
Uncertificated Principal Balance of the REMIC II Regular Interest LA-1-1 has
been reduced to zero, the Uncertificated Principal Balance of the REMIC II
Regular Interest LA-1-2-B will only be reduced after the Uncertificated
Principal Balance of the REMIC II Regular Interest LA-1-2-A has been reduced to
zero, the Uncertificated Principal Balance of the REMIC II Regular Interest
LA-1-2-C will only be reduced after the Uncertificated Principal Balance of the
REMIC II Regular Interest LA-1-2-B has been reduced to zero and the
Uncertificated Principal Balance of the REMIC II Regular Interest LA-1-2-D will
only be reduced after the Uncertificated Principal Balance of the REMIC II
Regular Interest LA-1-2-C has been reduced to zero; (B) with respect to
distributions of principal in respect of REMIC II Regular Interests LA-2-A,
LA-2-B, LA-2-C, LA-2-D and LA-2-E, (I) the aggregate Uncertificated Principal
Balance of the REMIC II Regular Interests LA-2-A, LA-2-B, LA-2-C, LA-2-D and
LA-2-E 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, the



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<PAGE>


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 and the Uncertificated
Principal Balance of the REMIC II Regular Interest LA-2-E will only be reduced
after the Uncertificated Principal Balance of the REMIC II Regular Interest
LA-2-D 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, LA-3-C, LA-3-D and
LA-3-E, (I) the aggregate Uncertificated Principal Balance of the REMIC II
Regular Interests LA-3-A, LA-3-B, LA-3-C, LA-3-D and LA-3-E 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, 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, the Uncertificated Principal Balance of the
REMIC II Regular Interest LA-3-D will only be reduced after the Uncertificated
Principal Balance of the REMIC II Regular Interest LA-3-C has been reduced to
zero and the Uncertificated Principal Balance of the REMIC II Regular Interest
LA-3-E will only be reduced after the Uncertificated Principal Balance of the
REMIC II Regular Interest LA-3-D has been reduced to zero; (D) with respect to
distributions of principal in respect of REMIC II Regular Interests LA-4-A and
LA-4-B, (I) the aggregate Uncertificated Principal Balance of the REMIC II
Regular Interests LA-4-A and LA-4-B 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; (E) with respect to distributions of principal
in respect of REMIC II Regular Interests LA1-1, LA1-2A, LA1-2B, LA1-2C, LA1-2D,
LA1-2E, LA1-2F, LA1-2G, LA1-2H, LA1-2I, LA1-2J, LA1-2K, LA1-2L and LA1-2M, (I)
the aggregate Uncertificated Principal Balance of the REMIC II Regular Interests
LA1-1, LA1-2A, LA1-2B, LA1-2C, LA1-2D, LA1-2E, LA1-2F, LA1-2G, LA1-2H, LA1-2I,
LA1-2J, LA1-2K, LA1-2L and LA1-2M 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 LA1-2A 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 LA1-2B will only be reduced after the Uncertificated
Principal Balance of the REMIC II Regular Interest LA1-2A has been reduced to
zero, the Uncertificated Principal Balance of the REMIC II Regular Interest
LA1-2C will only be reduced after the Uncertificated Principal Balance of the
REMIC II Regular Interest LA1-2B has been reduced to zero, the Uncertificated
Principal Balance of the REMIC II Regular Interest LA1-2D will only be reduced
after the Uncertificated Principal Balance of the REMIC II Regular Interest
LA1-2C has been reduced to zero, the Uncertificated Principal Balance of the
REMIC II Regular Interest LA1-2E will only be reduced after the Uncertificated
Principal Balance of the REMIC II Regular Interest LA1-2D has been reduced to
zero, the Uncertificated Principal Balance of the REMIC II Regular Interest
LA1-2F will only be reduced after the Uncertificated Principal Balance of the
REMIC II Regular Interest LA1-2E has been reduced to zero, the Uncertificated
Principal Balance of the REMIC II Regular Interest LA1-2G will only be reduced
after the Uncertificated Principal Balance of the REMIC II Regular Interest
LA1-2F has been reduced to zero, the Uncertificated Principal Balance of the
REMIC II Regular Interest LA1-2H will only be reduced after the Uncertificated
Principal Balance of the REMIC II Regular Interest LA1-2G has been reduced to


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<PAGE>


zero, the Uncertificated Principal Balance of the REMIC II Regular Interest
LA1-2I will only be reduced after the Uncertificated Principal Balance of the
REMIC II Regular Interest LA1-2H has been reduced to zero, the Uncertificated
Principal Balance of the REMIC II Regular Interest LA1-2J will only be reduced
after the Uncertificated Principal Balance of the REMIC II Regular Interest
LA1-2I has been reduced to zero; the Uncertificated Principal Balance of the
REMIC II Regular Interest LA1-2K will only be reduced after the Uncertificated
Principal Balance of the REMIC II Regular Interest LA1-2J has been reduced to
zero, the Uncertificated Principal Balance of the REMIC II Regular Interest
LA1-2L will only be reduced after the Uncertificated Principal Balance of the
REMIC II Regular Interest LA1-2K has been reduced to zero and the Uncertificated
Principal Balance of the REMIC II Regular Interest LA1-2M will only be reduced
after the Uncertificated Principal Balance of the REMIC II Regular Interest
LA1-2L has been reduced to zero; (F) 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 been reduced to zero; (G) with respect to distributions of
principal in respect of REMIC II Regular Interests LG-A, LG-B and LG-C, (I) the
aggregate Uncertificated Principal Balance of the REMIC II Regular Interests
LG-A, LG-B and LG-C 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 and the Uncertificated Principal Balance of the REMIC II Regular
Interest LG-C will only be reduced after the Uncertificated Principal Balance of
the REMIC II Regular Interest LG-B has been reduced to zero; (H) 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; (I) 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; (J) with respect to distributions of principal in
respect of REMIC II Regular Interests LK-A, (I) the aggregate Uncertificated
Principal Balance of the REMIC II Regular Interests LK-A shall correspond with
the outstanding Class Principal Balance of the Class K Certificates; and (K)
with respect to distributions of principal in respect of REMIC II Regular




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Interests LL-A and LL-B, (I) the aggregate Uncertificated Principal Balance of
the REMIC II Regular Interests LL-A and LL-B shall correspond with the
outstanding Class Principal Balance of the Class L Certificates and (II) the
Uncertificated Principal Balance of the REMIC II Regular Interest LL-B will only
be reduced after the Uncertificated Principal Balance of the REMIC II Regular
Interest LL-A has been reduced to zero.

                       (iii) to reimburse REMIC III for any Realized Losses and
Additional Trust Fund Expenses previously deemed allocated to REMIC II Regular
Interests, apportioned among the REMIC II Regular Interests consistent with the
reimbursement payments made on the corresponding Classes of Principal Balance
Certificates on such Distribution Date under Section 4.01(c) below; provided,
that (A) with respect to REMIC II Regular Interests LA-1-1, LA-1-2-A, LA-1-2-B,
LA-1-2-C and LA-1-2-D, any Realized Losses and Additional Trust Fund Expenses
shall be allocated and reimbursed first to the REMIC II Regular Interest
LA-1-2-D, then to REMIC II Regular Interest LA-1-2-C, then to REMIC II Regular
Interest LA-1-2-B, then to REMIC II Regular Interest LA-1-2-A and then to REMIC
II Regular Interest LA-1-1, (B) with respect to REMIC II Regular Interests
LA-2-A, LA-2-B, LA-2-C, LA-2-D and LA-2-E any Realized Losses and Additional
Trust Fund Expenses shall be allocated and reimbursed first to the REMIC II
Regular Interest LA-2-E, then 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, LA-3-C, LA-3-D and LA-3-E any Realized Losses
and Additional Trust Fund Expenses shall be allocated and reimbursed first to
the REMIC II Regular Interest LA-3-E, then to the REMIC II Regular Interest
LA-3-D, then to 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 and LA-4-B any Realized Losses and
Additional Trust Fund Expenses shall be allocated and reimbursed first 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, LA1-2A, LA1-2B, LA1-2C,
LA1-2D, LA1-2E, LA1-2F, LA1-2G, LA1-2H, LA1-2I, LA1-2J, LA1-2K, LA1-2L and
LA1-2M any Realized Losses and Additional Trust Fund Expenses shall be allocated
and reimbursed first to REMIC II Regular Interest LA1-2M, then to REMIC II
Regular Interest LA1-2L, then to REMIC II Regular Interest LA1-2K, then to REMIC
II Regular Interest LA1-2J, then to REMIC II Regular Interest LA1-2I, then to
REMIC II Regular Interest LA1-2H, then to REMIC II Regular Interest LA1-2G, then
to the REMIC II Regular Interest LA1-2F, then to REMIC II Regular Interest
LA1-2E, then to REMIC II Regular Interest LA1-2D, then to REMIC II Regular
Interest LA1-2C, then to REMIC II Regular Interest LA1-2B, then to REMIC II
Regular Interest LA1-2A and then to REMIC II Regular Interest LA1-1, (F) 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, (G) with respect to REMIC II Regular Interests LG-A, LG-B
and LG-C, any Realized Losses and Additional Trust Fund Expenses shall be
allocated and reimbursed first to the REMIC II Regular Interest LG-C, then to
the REMIC II Regular Interest LG-B and then to REMIC II Regular Interest LG-A,
(H) 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, (I) with respect to
REMIC II Regular Interests LJ-A and LJ-B, any



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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, (J) with respect to REMIC II Regular Interests LK-A, any
Realized Losses and Additional Trust Fund Expenses shall be allocated and
reimbursed first to the REMIC II Regular Interest LK-A and (K) with respect to
REMIC II Regular Interests LL-A and LL-B, any Realized Losses and Additional
Trust Fund Expenses shall be allocated and reimbursed first to the REMIC II
Regular Interest LL-B and then to REMIC II Regular Interest LL-A.

         On each Distribution Date, the Trustee shall be deemed to apply any
amounts withdrawn from the Excess Liquidation Proceeds Reserve Account for such
Distribution Date to reimburse REMIC III for any Realized Losses and Additional
Trust Fund Expenses previously deemed allocated to REMIC II Regular Interests
and unreimbursed pursuant to Section 4.01(b)(iii), consistent with the
reimbursement payments made on the corresponding Classes of Principal Balance
Certificates on such Distribution Date under Section 4.01(c) below.

         On each Distribution Date, the Trustee shall pay to the Holders of the
Class R-II Certificates, in accordance with Section 4.01(c), that portion, if
any, of the REMIC II Distribution Amount for such date that has not otherwise
been deemed paid to REMIC III in respect of the REMIC II Regular Interests
pursuant to the foregoing provisions of this Section 4.01(b) (such portion, the
"Class R-II Distribution Amount" for such Distribution Date).

         On each Distribution Date, the Trustee shall be deemed to apply all
amounts relating to Prepayment Premiums then on deposit in the Distribution
Account and received during or prior to the related Collection Period, to pay
additional interest to REMIC III in respect of REMIC II Regular Interests
allocable among the REMIC II Regular Interests in an amount with respect to each
REMIC II Regular Interest equal to the amount allocable to the corresponding
Class of Principal Balance Certificates and Class X Component outstanding after
all subsequent adjustments made on such Distribution Date under Section 4.01(c)
below.

                  (c) On each Distribution Date, following the deemed payments
to REMIC III in respect of the REMIC II Regular Interests on such date pursuant
to Section 4.01(b), the Trustee shall withdraw from the Distribution Account the
Available Distribution Amount for such Distribution Date and shall apply such
amount for the following purposes and in the following order of priority:

                       (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,



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<PAGE>


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 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;


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<PAGE>


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:

                       (v) 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;

                       (vi) 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;

                       (vii) 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;

                       (viii) 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;

                       (ix) 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;

                       (x) 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;

                       (xi) 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;


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<PAGE>


                       (xii) 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;

                       (xiii) 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;

                       (xiv) 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;

                       (xv) 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;

                       (xvi) 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 deemed allocated to such Class of Certificates
and for which no reimbursement has previously been received;

                       (xvii) 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;

                       (xviii) 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;

                       (xix) 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;

                       (xx) 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;

                       (xxi) 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



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<PAGE>


outstanding Class Principal Balance of such Class of Certificates and (B) the
remaining Principal Distribution Amount for such Distribution Date;

                       (xxii) 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;

                       (xxiii) 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;

                       (xxiv) 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;

                       (xxv) 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;

                       (xxvi) 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;

                       (xxvii) 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;

                       (xxviii) 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;

                       (xxix) 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;

                       (xxx) 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;


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<PAGE>


                       (xxxi) 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;

                       (xxxii) 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;

                       (xxxiii) 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;

                       (xxxiv) 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;

                       (xxxv) 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;

                       (xxxvi) 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;

                       (xxxvii) 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;

                       (xxxviii) 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;

                       (xxxix) 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;

                       (xl) 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



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<PAGE>


deemed allocated to such Class N Certificates and for which no reimbursement has
previously been received;

                       (xli) 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;

                       (xlii) 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;

                       (xliii) 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;

                       (xliv) 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;

                       (xlv) if the Class Principal Balances of the Class A,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N and Class O 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;

                       (xlvi) 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;

                       (xlvii) 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;

                       (xlviii) 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

                       (xlix) 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




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<PAGE>


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:

                       (i) to the Holders of the Class A, Class B, Class C,
Class D, Class E, Class F, Class G and Class H Certificates up to an amount
equal to, in the case of each such Class, the product of (a) such Prepayment
Premiums, (b) the applicable Discount Rate Fraction and (c) the Principal
Allocation Fraction of such Class; and

                       (ii) then, to the Holders of the Class X-1 Certificates.

         All of the foregoing distributions to be made from the Distribution
Account on any Distribution Date with respect to the REMIC III Certificates
shall be deemed made from the payments deemed made to REMIC III in respect of
the REMIC II Regular Interests on such Distribution Date pursuant to Section
4.01(b).

         On each Distribution Date, the Trustee shall withdraw from the
Distribution Account, as Grantor Trust Assets, any amounts that represent Excess
Interest actually collected on any ARD Loans and any related REO Loans during
the related Collection Period and shall distribute with respect to their
interests in the Grantor Trust, such amounts to the holders of the Class P
Certificates, without regard to whether any such Class is entitled to
distributions of interest or principal on such Distribution Date (whether by
reason of its Class Principal Balance having been reduced to zero, by reason of
it not yet being entitled to distributions of principal, or for any other
reason).

         On each Distribution Date, the Trustee shall withdraw amounts from the
Excess Liquidation Proceeds Reserve Account and shall distribute such amounts in
the following priority:

                       (i) first, to reimburse the Holders of the Principal
Balance Certificates (in order of alphabetical Class designation) up to an
amount equal to all Realized Losses or 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;


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<PAGE>


                       (iii) third, upon the reduction of the aggregate Class
Principal Balance of the Principal Balance Certificates to zero, to pay any
amounts remaining on deposit in such account to the Special Servicer as
additional compensation.

                  (d) 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 Class S-AFR Sub-Account,
the AFR/Bank of America Portfolio B Note Available Distribution Amount for such
Distribution Date and shall apply such amount for the following purposes and in
the following order of priority:

                       (i) Prior to the occurrence of a Class S-AFR Sequential
Pay Event:

                            (a) first, to the Holders of the Class S-AFR1
Certificates, in respect of interest, up to an amount equal to the Class S-AFR
Distributable Certificate Interest in respect of the Class S-AFR1 Certificates
for the related Distribution Date and, to the extent not previously paid, for
all prior Distribution Dates;

                            (b) second, to the Holders of the Class S-AFR2
Certificates, in respect of interest, up to an amount equal to the Class S-AFR
Distributable Certificate Interest in respect of the Class S-AFR2 Certificates
for the related Distribution Date and, to the extent not previously paid, for
all prior Distribution Dates;

                            (c) third, to the Holders of the Class S-AFR3
Certificates, in respect of interest, up to an amount equal to the Class S-AFR
Distributable Certificate Interest in respect of the Class S-AFR3 Certificates
for the related Distribution Date and, to the extent not previously paid, for
all prior Distribution Dates;

                            (d) fourth, to the Holders of the Class S-AFR4
Certificates, in respect of interest, up to an amount equal to the Class S-AFR
Distributable Certificate Interest in respect of the Class S-AFR4 Certificates
for the related Distribution Date and, to the extent not previously paid, for
all prior Distribution Dates;

                            (e) fifth, to the Holders of each Class of
Certificates, pro rata, based on and in reduction of their respective Class
Certificate Balances, an amount equal to the AFR/Bank of America Portfolio B
Note Principal Distribution Amount;

                            (f) sixth, to the Holders of the Class S-AFR1
Certificates, until all amounts of Realized Losses and Additional Trust Expenses
previously allocated to the Class S-AFR1 Certificates, but not previously
reimbursed, have been reimbursed in full;

                            (g) seventh, to the Holders of the Class S-AFR2
Certificates, until all amounts of Realized Losses and Additional Trust Expenses
previously allocated to the Class S-AFR2 Certificates, but not previously
reimbursed, have been reimbursed in full;


                                      228
<PAGE>


                            (h) to the Holders of the Class S-AFR3 Certificates,
until all amounts of Realized Losses and Additional Trust Expenses previously
allocated to the Class S-AFR3 Certificates, but not previously reimbursed, have
been reimbursed in full; and

                            (i) to the Holders of the Class S-AFR4 Certificates,
until all amounts of Realized Losses and Additional Trust Expenses previously
allocated to the Class S-AFR4 Certificates, but not previously reimbursed, have
been reimbursed in full.

                       (ii) After the occurrence of a Class S-AFR Sequential Pay
Event:

                            (a) first, to the Holders of the Class S-AFR1
Certificates, in respect of interest, up to an amount equal to the Class S-AFR
Distributable Certificate Interest in respect of the Class S-AFR1 Certificates
for the related Distribution Date and, to the extent not previously paid, for
all prior Distribution Dates;

                            (b) second, to the Holders of the Class S-AFR2
Certificates, in respect of interest, up to an amount equal to the Class S-AFR
Distributable Certificate Interest in respect of the Class S-AFR2 Certificates
for the related Distribution Date and, to the extent not previously paid, for
all prior Distribution Dates;

                            (c) third, to the Holders of the Class S-AFR3
Certificates, in respect of interest, up to an amount equal to the Class S-AFR
Distributable Certificate Interest in respect of the Class S-AFR3 Certificates
for the related Distribution Date and, to the extent not previously paid, for
all prior Distribution Dates;

                            (d) fourth, to the Holders of the Class S-AFR4
Certificates, in respect of interest, up to an amount equal to the Class S-AFR
Distributable Certificate Interest in respect of the Class S-AFR4 Certificates
for the related Distribution Date and, to the extent not previously paid, for
all prior Distribution Dates;

                            (e) fifth, to the Holders of the Class S-AFR1
Certificates, in reduction of the Class Certificate Balance thereof, an amount
equal to the AFR/Bank of America Portfolio B Note Principal Distribution Amount,
until the outstanding Class Certificate Balance of the Class S-AFR1 Certificates
has been reduced to zero;

                            (f) sixth, to the Holders of the Class S-AFR1
Certificates, until all amounts of Realized Losses and Additional Trust Expenses
previously allocated to the Class S-AFR1 Certificates, but not previously
reimbursed, have been reimbursed in full;

                            (g) seventh, after the Class Certificate Balance of
the Class S-AFR1 Certificates has been reduced to zero, to the Holders of the
Class S-AFR2 Certificates, in reduction of the Class Certificate Balance
thereof, an amount equal to the AFR/Bank of America Portfolio B Note Principal
Distribution Amount (or the portion thereof remaining after any distributions in
respect of the Class S-AFR1 Certificates on such Distribution Date), until the
outstanding Class Certificate Balance of the Class S-AFR2 Certificates has been
reduced to zero;


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<PAGE>


                            (h) eighth, to the Holders of the Class S-AFR2
Certificates, until all amounts of Realized Losses and Additional Trust Expenses
previously allocated to the Class S-AFR2 Certificates, but not previously
reimbursed, have been reimbursed in full;

                            (i) ninth, after the Class Certificate Balance of
the Class S-AFR2 Certificates has been reduced to zero, to the Holders of the
Class S-AFR3 Certificates, in reduction of the Class Certificate Balance
thereof, an amount equal to the AFR/Bank of America Portfolio B Note Principal
Distribution Amount (or the portion thereof remaining after any distributions in
respect of the Class S-AFR1 and Class S-AFR2 Certificates on such Distribution
Date), until the outstanding Class Certificate Balance of the Class S-AFR3
Certificates has been reduced to zero;

                            (j) tenth, to the Holders of the Class S-AFR3
Certificates, until all amounts of Realized Losses and Additional Trust Expenses
previously allocated to the Class S-AFR3 Certificates, but not previously
reimbursed, have been reimbursed in full;

                            (k) eleventh, after the Class Certificate Balance of
the Class S-AFR3 Certificates has been reduced to zero, to the Holders of the
Class S-AFR4 Certificates, in reduction of the Class Certificate Balance
thereof, an amount equal to the AFR/Bank of America Portfolio B Note Principal
Distribution Amount (or the portion thereof remaining after any distributions in
respect of the Class S-AFR1, Class S-AFR2 and Class S-AFR3 Certificates on such
Distribution Date), until the outstanding Class Certificate Balance of the Class
S-AFR4 Certificates has been reduced to zero; and

                            (l) twelfth, to the Holders of the Class S-AFR4
Certificates, until all amounts of Realized Losses and Additional Trust Expenses
previously allocated to the Class S-AFR4 Certificates, but not previously
reimbursed, have been reimbursed in full.

                       (iii) The AFR/Bank of America Portfolio B Note Available
Distribution Amount for any Distribution Date that is applied pursuant to
Section 4.01(d)(i) or Section 4.01(d)(ii), as the case may be, shall be deemed
to have been distributed on such date, first, from the Class S-AFR Sub-Account
to REMIC II in respect of the REMIC I Regular Interest corresponding to the
AFR/Bank of America Portfolio B Note, and then second from REMIC II to REMIC III
in respect of the Class LS-AFR1, Class LS-AFR2, Class LS-AFR3, and Class LS-AFR4
Regular Interests in accordance with the respective priority assigned to each of
the related REMIC III Class S-AFR Certificates under Section 4.01(d)(i) or
Section 4.01(d)(ii), as applicable.

         Distributions will continue to be made in accordance with clause (ii)
after a cure of any event of default resulting in a Class S-AFR Sequential Pay
Event. The Master Servicer shall promptly notify the Trustee of the occurrence
of a Class S-AFR Sequential Pay Event. In the absence of such notice, the
Trustee shall be entitled to assume that a Class S-AFR Sequential Pay Event has
not occurred.


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                  (e) All distributions made with respect to each Class on each
Distribution Date shall be allocated pro rata among the outstanding Certificates
in such Class based on their respective Percentage Interests. Except as
otherwise provided in the last paragraph of Section 4.01(c) or as provided
below, all such distributions with respect to each Class on each Distribution
Date shall be made to the Certificateholders of the respective Class of record
at the close of business on the related Record Date and shall be made by wire
transfer of immediately available funds to the account of any such
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Trustee with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent Distribution Dates) or otherwise by check mailed to the address
of such Certificateholder as it appears in the Certificate Register. The final
distribution on each Certificate (determined without regard to any possible
future reimbursement of any Realized Loss or Additional Trust Fund Expense
previously allocated to such Certificate) will be made in like manner, but only
upon presentation and surrender of such Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution. Any distribution that is to be
made with respect to a Certificate in reimbursement of a Realized Loss or
Additional Trust Fund Expense previously allocated thereto, which reimbursement
is to occur after the date on which such Certificate is surrendered as
contemplated by the preceding sentence, will be made by check mailed to the
address of the Certificateholder that surrendered such Certificate as such
address last appeared in the Certificate Registrar or to any other address of
which the Trustee was subsequently notified in writing.

                  (f) 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.

                  (g) 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.

                  (h) 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



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Expense previously allocated to such Class of Certificates) will be made on the
next Distribution Date, the Trustee shall, as soon as practicable in the month
in which such Distribution Date occurs, mail to each Holder of such Class of
Certificates as of the date of mailing a notice to the effect that:

                       (i) the Trustee expects that the final distribution with
respect to such Class of Certificates will be made on such Distribution Date but
only upon presentation and surrender of such Certificates at the offices of the
Certificate Registrar or such other location therein specified, and

                       (ii) no interest shall accrue on such Certificates from
and after the applicable Interest Accrual Period for such Distribution Date.

Any funds not distributed to any Holder or Holders of Certificates of such Class
on such Distribution Date because of the failure of such Holder or Holders to
tender their Certificates, shall, on such date, be set aside and held uninvested
in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(g) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Trustee, directly or through an agent, shall take such steps
to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and
expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust hereunder by the Trustee as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 4.01(g). If all of the Certificates
shall not have been surrendered for cancellation by the second anniversary of
the delivery of the second notice, the Trustee shall distribute all unclaimed
funds and other assets which remain subject hereto in accordance with applicable
laws.

                  (i) 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.


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         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;

                       (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;


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                       (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;

                       (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;


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                       (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.

         In addition, 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
Class S-AFR Certificates written reports (the "Class S-AFR 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 Class S-AFR 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 Class S-AFR Certificates
allocable to (A) Class S-AFR Distributable Certificate Interest, (B) Prepayment
Premiums and (C) Excess Interest;

                       (iii) the amount of outstanding Delinquency Advances,
with respect to the AFR/Bank of America Portfolio B Note, as of the related
Determination Date;

                       (iv) the aggregate amount of Servicing Fees in respect of
the AFR/Bank of America Portfolio B Note retained by or paid to the Master
Servicer and the Special Servicer in respect of the related Collection Period;

                       (v) the Stated Principal Balance of each component of the
AFR/Bank of America Portfolio Mortgage Loan immediately before and after such
Distribution Date and the percentage of the Cut-off Date Principal Balance of
each component of the AFR/Bank of America Portfolio Mortgage Loan which remains
outstanding immediately after such Distribution Date;


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<PAGE>


                       (vi) as of the Determination Date, a statement as to
whether (A) the AFR/Bank of America Portfolio B Note is delinquent one month,
delinquent two months or delinquent three or more months, (B) the AFR/Bank of
America Portfolio Mortgage Loan is a Specially Serviced Mortgage Loan but not
delinquent or (C) a foreclosure proceedings have been commenced with respect to
the AFR/Bank of America Portfolio Mortgage Loan;

                       (vii) a statement of whether the related borrower with
respect to the AFR/Bank of America Portfolio B Note is subject or is expected to
be subject to a bankruptcy proceeding;

                       (viii) with respect to the AFR/Bank of America Portfolio
Mortgage Loan, if the related Mortgaged Property became an REO Property during
the related Collection Period, the Stated Principal Balance and unpaid principal
balance of each component of the AFR/Bank of America Portfolio 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;

                       (ix) if the AFR/Bank of America Portfolio Mortgage Loan
is repurchased or otherwise liquidated or disposed of during the related
Collection Period, 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 AFR/Bank of America Portfolio B Note Available
Distribution Amount for such Distribution Date;

                       (x) with respect to any REO Property related to the
AFR/Bank of America Portfolio Mortgage Loan included in the Trust Fund as of the
close of business on the last day of the related Collection Period, 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 AFR/Bank of America Portfolio B Note Available
Distribution Amount for such Distribution Date and the most recently determined
Appraised Value and date upon which the Appraisal was performed;

                       (xi) with respect to any REO Property related to the
AFR/Bank of America Portfolio Mortgage Loan sold or otherwise disposed of during
the related Collection Period, 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 AFR/Bank of America
Portfolio B Note Available Distribution Amount for such Distribution Date and
the balance of the Excess Liquidation Proceeds Reserve Account for such
Distribution Date;

                       (xii) the Class S-AFR Distributable Certificate Interest
in respect of each Class of Class S-AFR Certificates for such Distribution Date;

                       (xiii) any unpaid Class S-AFR Distributable Certificate
Interest in respect of each Class of Class S-AFR Certificates after giving
effect to the distributions made on such Distribution Date;


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                       (xiv) the Pass-Through Rate for each Class of Class S-AFR
Certificates for such Distribution Date;

                       (xv) the original Class Principal Balance as of the
Closing Date and the Class Principal Balance of each Class of Class S-AFR
Certificates immediately before and immediately after such Distribution Date,
separately identifying any reduction in the Class Principal Balance of each such
Class due to Realized Losses and Additional Trust Fund Expenses;

                       (xvi) the Certificate Factor for each Class of Class
S-AFR Certificates immediately following such Distribution Date;

                       (xvii) the AFR/Bank of America Portfolio B Note Principal
Distribution Amount for such Distribution Date;

                       (xviii) the amount of Principal Prepayments made with
respect to the AFR/Bank of America Portfolio B Note during the related
Collection Period;

                       (xix) the aggregate amount of Realized Losses and
Additional Trust Fund Expenses, if any, incurred with respect to the AFR/Bank of
America Portfolio B Note during the related Collection Period; and

                       (xx) any Appraisal Reduction Amounts with respect to
AFR/Bank of America Portfolio B Note, as of the related Determination Date.

In the case of information furnished pursuant to subclauses (i), (ii) and (xv)
above, the amounts shall be expressed as a dollar amount in the aggregate for
all Certificates of each applicable Class of Class S-AFR Certificates and per
single Certificate of a specified minimum denomination. The form of any Class
S-AFR Distribution Date Statement may change over time.

         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.etrustee.net." In addition, the Trustee shall
make available each month, on a restricted basis, solely to each Privileged
Person, (i) the CMSA Loan Periodic Update File delivered for each Distribution
Date, the CMSA Property File, the CMSA Comparative Financial Status Report and
the CMSA Financial File, (ii) the Servicer Reports, and (iii) as a convenience
to such Privileged Persons (and not in furtherance of the distribution thereof
under the securities laws), the Prospectus and this Agreement (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.


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<PAGE>


         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 and
Serviced Companion Loans at a website maintained by the Master Servicer.

         Within a reasonable period of time after the end of each calendar year,
the Trustee shall furnish to each Person who at any time during the calendar
year was a Holder of a Certificate a statement containing the information as to
the applicable Class set forth in clauses (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 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



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<PAGE>


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 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 Companion Loan Paying Agent in electronic form
mutually acceptable to the Trustee and the Master Servicer the following reports
or information: (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



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<PAGE>


File setting forth certain information with respect to the Mortgage Loans
(including the Mall at Millenia Mortgage Loan, the Wells Fargo Tower Mortgage
Loan and the Geneva Commons Mortgage Loan to the extent such information is
received), the Serviced Companion 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);

                       (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 Companion Loan Paying Agent a report, in form



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reasonably acceptable to the Serviced Companion Loan Paying Agent, containing
the information necessary for the Serviced Companion 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
Mall at Millenia Mortgage Loan, the Wells Fargo Tower Mortgage Loan, the Geneva
Commons 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 March 31, 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 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).


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         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 Companion
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 the 2003-IQ4 Master
Servicer, the 2003-IQ4 Trustee, the Greenwich Commercial Mortgage Trust 2003-C2
Master Servicer, the Greenwich Commercial Mortgage Trust 2003-C2 Trustee, the
GMACCM 2003-C2 Master Servicer or the GMACCM 2003-C2 Trustee, if applicable) 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 the 2003-IQ4
Master Servicer, the 2003-IQ4 Trustee, the Greenwich Commercial Mortgage Trust
2003-C2 Master Servicer, the Greenwich Commercial Mortgage Trust 2003-C2
Trustee, the GMACCM 2003-C2 Master Servicer or the GMACCM 2003-C2 Trustee, if
applicable) to the Master Servicer pursuant to this Agreement and accepted by
the Master Servicer in good faith pursuant to this Agreement.

                  (c) On the second Business Day after each Determination Date,
the Special Servicer shall forward to the Master Servicer, for each Specially
Serviced Mortgage Loan and REO Property, reports containing all information the
Master Servicer will be required to include in the other reports that the Master
Servicer is obligated to deliver to the Trustee pursuant to Section 4.02(b), to
the extent such information relates to any Specially Serviced Mortgage Loan or
any REO Property. The Special Servicer shall also deliver to the Trustee, upon
the reasonable written request of the Trustee, any and all additional
information in the possession of the Special Servicer relating to the Specially
Serviced Mortgage Loans and the REO Properties.

         The Special Servicer shall cooperate with the Master Servicer and
provide the Master Servicer with the information in the possession of the
Special Servicer reasonably requested by the Master Servicer, in writing, to the
extent required to allow the Master Servicer to perform its obligations under
this Agreement with respect to the Specially Serviced Mortgage Loans and REO
Properties. Additional information regarding the Specially Serviced Mortgage
Loans and REO Properties, including, without limitation, any financial or
occupancy information (including lease summaries) provided to the Special
Servicer by the Mortgagors or otherwise obtained, shall be delivered to the
Master Servicer, within ten days of receipt.


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                  (d) The Master Servicer and the Special Servicer may make
available to Certificate Owners and Serviced Companion Loan 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 and Serviced Companion Loans available
on any website that it has established.

                  (f) The Master Servicer or the Special Servicer, as
applicable, may, from time to time in its sole discretion, answer questions from
a Certificate Owner or Directing Certificateholder which pertain to the
performance and servicing of the Mortgage Loans, Serviced Companion Loans and/or
REO Properties for which the Master Servicer or Special Servicer, as the case
may be, is responsible. The Master Servicer or the Special Servicer, as
applicable, as a condition to answering such questions, shall require, among
other things, that the Certificate Owner 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 the 2003-IQ4 Master Servicer or the 2003-IQ4 Trustee with
respect to the Mall at Millenia Mortgage Loan, Greenwich Commercial Mortgage
Trust 2003-C2 Master Servicer or the Greenwich Commercial Mortgage Trust 2003-C2
Trustee with respect to the Wells Fargo Tower Mortgage Loan and the GMACCM
2003-C2 Master Servicer or the GMACCM 2003-C2 Trustee with respect to the Geneva
Commons Mortgage Loan. 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 Mall at Millenia Mortgage Loan, the Wells
Fargo Tower Mortgage Loan, the Geneva Commons Mortgage Loan or the related
Mortgaged Property, it shall be forwarded separately.

         Section 4.03 Delinquency Advances.

                  (a) On each Delinquency Advance Date, the Master Servicer
shall either (i) deposit into the 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 Mall at Millenia Mortgage
Loan, the Wells Fargo Tower Mortgage Loan and the Geneva Commons 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



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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 telecopy no.
(215) 328-3478 (or such alternative number provided by the Master Servicer to
the Trustee in writing) and by telephone at telephone no. (215) 328-1258
(Attention: Master Servicing Manager) (or such alternative number provided by
the Master Servicer to the Trustee in writing) as soon as possible, but in any
event before 5:00 p.m. (New York City time) on such day. If after such notice
the Trustee does not receive the full amount of such Delinquency Advances by
11:00 a.m. (New York City time) on the Business Day immediately following such
Master Servicer Remittance Date, then the Trustee shall make the portion of such
Delinquency Advances that was required to be, but was not, made by the Master
Servicer pursuant to this Section 4.03(a). If the Trustee fails to make a
Delinquency Advance required to be made by it hereunder, the Fiscal Agent shall
make such advance no later than 1:00 p.m. (New York City time) on the Business
Day immediately following such Master Servicer Remittance Date. The making of
such Advance by the Fiscal Agent shall cure the failure by the Trustee to make
such Advance. No Delinquency Advances shall be made by the Master Servicer, the
Trustee or the Fiscal Agent with respect to any Serviced Companion Loans, any
other companion loans or the Mall at Millenia B Note. Pursuant to the Greenwich
Commercial Mortgage Trust 2003-C2 Pooling and Servicing Agreement, the Greenwich
Commercial Mortgage Trust 2003-C2 Master Servicer is obligated to make
Delinquency Advances with respect to the Wells Fargo Tower Mortgage Loan and the
Wells Fargo Tower Companion Loans. Notwithstanding anything herein to the
contrary, the Master Servicer shall not be required to make any Delinquency
Advance with respect to the Wells Fargo Tower Mortgage Loan unless and until the
Master Servicer has received timely notice pursuant to the Greenwich Commercial
Mortgage Trust 2003-C2 Pooling and Servicing Agreement from either of the
Greenwich Commercial Mortgage Trust 2003-C2 Master Servicer or the Greenwich
Commercial Mortgage Trust 2003-C2 Trustee of any failure of the Greenwich
Commercial Mortgage Trust 2003-C2 Master Servicer to make a principal and
interest advance required under the Greenwich Commercial Mortgage Trust 2003-C2
Pooling and Servicing Agreement by 3:00 p.m. (New York City time) one Business
Day prior to the Delinquency Advance Date. Upon receipt of notice that the
Greenwich Commercial Mortgage Trust 2003-C2 Master Servicer has failed to



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make a Delinquency Advance with respect to the Wells Fargo Tower Mortgage Loan,
the Master Servicer shall make such Delinquency Advance with respect to the
Wells Fargo Tower Mortgage Loan unless the Master Servicer determines that such
Delinquency Advance, if made, would be a Nonrecoverable Delinquency Advance.

         With respect to Delinquency Advances relating to the AFR/Bank of
America Portfolio Mortgage Loan, the Mall at Millenia Mortgage Loan, the Wells
Fargo Tower Mortgage Loan and the Geneva Commons Mortgage Loan, the Master
Servicer shall comply with the notice provisions (relating to the AFR/Bank of
America Portfolio Mortgage Loan, the Mall at Millenia Mortgage Loan, the Wells
Fargo Tower Mortgage Loan and the Geneva Commons Mortgage Loan, as applicable)
set forth in Section 3.6 of the AFR/Bank of America Portfolio A Notes
Intercreditor Agreement, the Amended and Restated Mall at Millenia Side Letter
Agreement, Section 18(b) of the Wells Fargo Tower Co-Lender Agreement and
Section 3.6 of the Geneva Commons Intercreditor Agreement.

                  (b) The aggregate amount of Delinquency Advances to be made by
the Master Servicer in respect of the Mortgage Loans (including, without
limitation, Assumed Monthly Payments for Balloon Mortgage Loans delinquent as to
their respective Balloon Payments) and any REO Loans for any Distribution Date
(including the Mall at Millenia Mortgage Loan, the Wells Fargo Tower Mortgage
Loan, the Geneva Commons 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 Mall at
Millenia Mortgage Loan, the Wells Fargo Tower Mortgage Loan and the Geneva
Commons Mortgage Loan, net of all workout fees payable under the 2003-IQ4
Pooling and Servicing Agreement, the Greenwich Commercial Mortgage Trust 2003-C2
Pooling and Servicing Agreement or the GMACCM 2003-C2 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 Mall at Millenia Mortgage Loan, the
Wells Fargo Tower Mortgage Loan and the Geneva Commons Mortgage Loan) that is a
Required Appraisal Loan, (ii) the Master Servicer has been notified by the
2003-IQ4 Master Servicer that an Appraisal Reduction Amount exists with respect
to the Mall at Millenia Mortgage Loan and that the Mall at Millenia Mortgage
Loan is a "Required Appraisal Loan" under the 2003-IQ4 Pooling and Servicing
Agreement, (iii) Wachovia Bank, National Association, in its role in accordance
with the Wells Fargo Tower Whole Loan Interim Servicing Agreement or the
Greenwich Commercial Mortgage Trust 2003-C2 Pooling and Servicing Agreement, as
applicable, has notified the Master Servicer that an Appraisal Reduction Amount
exists with respect to the Wells Fargo Tower Mortgage Loan and that the Wells
Fargo Tower Mortgage Loan is a "Required Appraisal Loan" under the Greenwich
Commercial Mortgage Trust 2003-C2 Pooling and Servicing Agreement or (iv) if the
Master Servicer has been notified by the GMACCM 2003-C2 Master Servicer that an
Appraisal Reduction Amount exists with respect to the Geneva Commons Mortgage
Loan and that the Geneva Commons Mortgage Loan is a "Required Appraisal Loan"
under the GMACCM 2003-C2 Pooling and Servicing Agreement, then, in the event of
subsequent delinquencies thereon, the interest portion of the



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Delinquency Advance in respect of such Required Appraisal Loan, the Mall at
Millenia Mortgage Loan, the Wells Fargo Tower Mortgage Loan or the Geneva
Commons 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 Mall at Millenia Mortgage Loan, the Wells Fargo Tower
Mortgage Loan or the Geneva Commons 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 Mall at Millenia Mortgage
Loan, the Wells Fargo Tower Mortgage Loan or the Geneva Commons 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 Mall at Millenia
Mortgage Loan, the Wells Fargo Tower Mortgage Loan or the Geneva Commons
Mortgage Loan, as applicable, immediately prior to such Distribution Date. If an
Appraisal Reduction Amount exists with respect to the AFR/Bank of America
Portfolio B Note after it has become a Required Appraisal Loan, then, in the
event of subsequent delinquencies thereon, the interest portion of the
Delinquency Advance in respect of the AFR/Bank of America Portfolio B Note for
the related Distribution Date shall be reduced (it being herein acknowledged
that there shall be no reduction in the principal portion of such Delinquency
Advance) by the product of (i) the amount of the interest portion of such
Delinquency Advance for such Distribution Date without regard to this proviso,
multiplied by (ii) a fraction, expressed as a percentage, the numerator of which
is equal to the Appraisal Reduction Amount and the denominator of which is equal
to the Stated Principal Balance of the AFR/Bank of America Portfolio B Note
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 Nonrecoverable Delinquency Advance.

         With respect to the AFR/Bank of America Portfolio Mortgage Loan or the
AFR/Bank of America Portfolio B Note, the Master Servicer will be required to
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 independently of any determination
made by the master servicer pursuant to a Serviced Companion Loan Securitization
Agreement relating to an 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 or the AFR/Bank of America
Portfolio B Note, as applicable, if made, or any outstanding Delinquency Advance
with respect to the AFR/Bank of America Portfolio Mortgage Loan or the AFR/Bank
of America Portfolio B Note previously made, would be, or is, as applicable, a
Nonrecoverable Advance, the Master Servicer will be required to provide the
master servicer of each securitization that holds an AFR/Bank of America
Portfolio Companion Loan written notice of such determination within one
business day of the date of such determination. If the Master Servicer receives
written notice from the any such other master servicer that it has determined,
with respect to the related AFR/Bank of America Portfolio Companion Loan, that
any proposed Delinquency Advance would be, or any



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outstanding Delinquency Advance is, a Nonrecoverable Delinquency Advance, then
such determination will be binding on the Certificateholders and none of the
Master Servicer, the Trustee or the Fiscal Agent will be permitted to make any
additional Delinquency Advances with respect to the AFR/Bank of America
Portfolio Mortgage Loan and the AFR/Bank of America Portfolio B Note unless the
Master Servicer has consulted with the other master servicers and they agree
that circumstances with respect to the AFR/Bank of America Portfolio Whole Loan
have changed such that a proposed Delinquency Advance in respect of the AFR/Bank
of America Portfolio Mortgage Loan or the AFR/Bank of America Portfolio B Note,
as applicable would not be a Nonrecoverable Delinquency Advance. Notwithstanding
the foregoing, the Master Servicer, the Trustee and the Fiscal Agent shall
continue to have the discretion to determine that any proposed Delinquency
Advance or outstanding Delinquency Advance with respect to either such Mortgage
Loan 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, none of the Master Servicer, the Trustee nor the Fiscal Agent will be
permitted to 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.

         The Master Servicer shall independently make its own recoverability
determination with respect to a Delinquency Advance on the Mall at Millenia
Mortgage Loan based on the information that it has on hand and in accordance
with the Servicing Standard. If the 2003-IQ4 Master Servicer, the Master
Servicer or any subsequent master servicer relating to the A4 Note, with respect
to the Mall at Millenia Whole Loan, determines that a proposed Delinquency
Advance, if made, or any outstanding Delinquency Advance previously made, would
be, or is, as applicable, a Nonrecoverable Delinquency Advance, such servicer
shall provide the other servicers with written notice of such determination
within one Business Day of the date of such determination. If the 2003-IQ4
Master Servicer, the Master Servicer or any subsequent master servicer relating
to the A4 Note, with respect to the Mall at Millenia Whole Loan, receives
written notice from any other servicer that it has determined that any proposed
Delinquency Advance would be, or any outstanding Delinquency Advance is, a
Nonrecoverable Delinquency Advance, then such determination shall be binding on
the certificateholders of the related securitization and none of the 2003-IQ4
Master Servicer, the 2003-IQ4 Trustee, the Master Servicer, the Trustee or any
subsequent master servicer or subsequent trustee (or, if applicable, subsequent
fiscal agent) relating to the A4 Note shall make any additional Delinquency
Advances with respect to the note relating to the Mall at Millenia Whole Loan
that is in its securitization unless the 2003-IQ4 Master Servicer, the Master
Servicer or any subsequent master servicer relating to the A4 Note, as
applicable, has consulted with the servicer making the nonrecoverability
determination and they agree that circumstances have changed such that a
proposed future Delinquency Advance would not be a Nonrecoverable Delinquency
Advance. Notwithstanding the foregoing, the Master Servicer, the Trustee and the
Fiscal Agent shall each 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 2003-IQ4 Master Servicer, the
Master Servicer or any subsequent master servicer relating to the A4 Note or the
2003-IQ4 Master Servicer, the Master Servicer or any subsequent master servicer
relating to the A4 Note receives written notice of such determination from the
applicable servicer, none of the 2003-IQ4 Master Servicer, the 2003-IQ4 Trustee,
the Master Servicer, the Trustee or any



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subsequent master servicer or subsequent trustee (or if applicable subsequent
fiscal agent) relating to the A4 Note shall make any additional Delinquency
Advances with respect to the note relating to the Mall at Millenia Whole Loan
that is in its securitization until the 2003-IQ4 Master Servicer, the Master
Servicer or any subsequent master servicer relating to the A4 Note, as
applicable, has followed the process set forth in this paragraph. Each master
servicer, trustee or fiscal agent will only be entitled to reimbursement for a
Delinquency Advance that becomes non-recoverable first from the proceeds of the
note relating to the Mall at Millenia Whole Loan that is in its trust, and then
from general collections of the related securitization trust. Any Appraisal
Reduction in respect of the Mall at Millenia Whole Loan shall be calculated by
the 2003-IQ4 Master Servicer in accordance with and pursuant to the terms of the
2003-IQ4 Pooling and Servicing Agreement.

         If the Trustee or the Master Servicer has received notice from Fitch,
Moody's or Standard & Poor's that the Master Servicer is no longer approved by
each of such agencies (a "Fitch Approved Master Servicer," a "Moody's Approved
Master Servicer" or an "S&P Approved Master Servicer", as applicable), then the
Trustee or the Master Servicer, as applicable, shall promptly notify the
2003-IQ4 Master Servicer of the same. In the absence of the Master Servicer's
receiving approval as a Moody's Approved Master Servicer or an "S&P Approved
Master Servicer", the 2003-IQ4 Master Servicer shall not be required under the
2003-IQ4 Pooling and Servicing Agreement to abide by any nonrecoverability
determination by the Master Servicer. In the absence of the Master Servicer's
receiving approval as a Fitch Approved Master Servicer, a Moody's Approved
Master Servicer or an S&P Approved Master Servicer, the master servicer under a
securitization trust into which an AFR/Bank of America Portfolio Companion Loan
has been deposited shall not be required under the related Serviced Companion
Loan Securitization Agreement to abide by any nonrecoverability determination by
a non-approved Master Servicer if the related Serviced Companion Loan Securities
are rated by such non-approving Rating Agency.

         Notwithstanding the foregoing, in the event that the Master Servicer
has received written notice that any of the 2003-IQ4 Master Servicer, the
Greenwich Commercial Mortgage Trust 2003-C2 Master Servicer or the GMACCM
2003-C2 Master Servicer is no longer an "approved" servicer by Moody's and
Standard & Poor's, the Master Servicer shall not be entitled to rely on any
determination of nonrecoverability made by such party as described in the
preceding sentence. 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 or, if applicable, the Fiscal Agent or the Trustee, that it
has made a Nonrecoverable Delinquency Advance or that any proposed Delinquency
Advance, if made, would constitute a Nonrecoverable Delinquency Advance, shall
be evidenced by an Officer's Certificate delivered promptly (and, in any event,
in the case of a proposed Delinquency Advance to be made by the Master Servicer,
no less than two (2) Business Days prior to the related Delinquency Advance
Date) by the Master Servicer to the Trustee (or, if applicable, retained
thereby) and the Depositor, setting forth the basis for such determination,
together with (i) in the case of the Mall at Millenia Mortgage Loan, the Wells
Fargo Tower Mortgage Loan or the Geneva Commons Mortgage Loan, a copy of the
nonrecoverability determination of the 2003-IQ4 Master Servicer, the Greenwich
Commercial Mortgage Trust 2003-C2 Master Servicer or the GMACCM 2003-C2 Master
Servicer, as applicable, or (ii)



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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. If such an Appraisal shall
not have been required and performed pursuant to the terms of this Agreement,
the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent, 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 and the Fiscal Agent 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 shall make its determination that it 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 in accordance with the related Serviced Whole Loan
Intercreditor Agreement.

         With respect to the Mortgage Loans related to the Serviced Whole Loans,
the Master Servicer shall make its determination that it has made a
Nonrecoverable Delinquency Advance or that any proposed Delinquency Advance, if
made, would constitute a Nonrecoverable Delinquency Advance no later than 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. The Master Servicer, the Trustee or the
Fiscal Agent, 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 Moody's and Standard & Poor's, the Master Servicer
shall not be entitled 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.

                  (c) The Master Servicer, the Trustee or the Fiscal Agent 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 (or, with respect to
the AFR/Bank of America Portfolio Mortgage Loan, the



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Class S-AFR Controlling Class Directing Holder). If the Master Servicer, the
Trustee or the Fiscal Agent as applicable determines, in its sole discretion,
that its ability to fully recover the Nonrecoverable Advances has been
compromised, then the Master Servicer, the Trustee or the Fiscal Agent as
applicable shall be entitled to immediate reimbursement of Nonrecoverable
Advances with Advance Interest. The Master Servicer's, the Trustee's or the
Fiscal Agent'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, the Trustee or
the Fiscal Agent 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, the Trustee's or the Fiscal Agent'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, the Trustee or the Fiscal Agent,
as applicable, is reimbursed out of general collections for any unreimbursed
Advances that are determined to be Nonrecoverable Advances (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 Group 2 Principal Distribution Amount, as applicable,
for the Loan Group including the Mortgage Loan with respect to which the
Nonrecoverable Advance was made, and then out of the Principal Distribution
Amount for the other Loan Group for the related Distribution Date, and second,
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 or AFR/Bank of America Portfolio B Note Available
Distribution Amount for any subsequent Distribution Date. If and to the extent
(i) any Advance is determined to be a Nonrecoverable Advance, (ii) such Advance
and/or interest thereon is reimbursed out of the Principal Distribution Amount
as contemplated by the first clause above and (iii) the particular item for
which such Advance was originally made is subsequently collected out of payments
or other collections in respect of the related Mortgage Loan, then the Principal
Distribution Amount for each Loan Group shall be increased in reverse priority
of the allocation of related reimbursement for the Distribution Date that
corresponds to the Collection Period in which such item was recovered shall be
increased by an amount equal to the lesser of (A) the amount of such item and
(B) any previous reduction in the Principal Distribution Amount for a prior
Distribution Date pursuant to the first clause above resulting from the
reimbursement of the subject Advance and/or payment of interest thereon.

                  (e) The Master Servicer, the Trustee and the Fiscal Agent
shall each be entitled to receive interest at the Reimbursement Rate in effect
from time to time (including deferred interest that will accrue at an interest
rate of an additional 0.50% per annum for Nonrecoverable Advances if such
Nonrecoverable Advances remain outstanding for more than six (6) Distribution
Dates with the consent of the Majority Certificateholder of the Controlling
Class), accrued on the amount of each Delinquency Advance (other than any
Delinquency Advances made with respect to the Mall at Millenia Mortgage Loan if
the related Monthly Payment was made on the Due Date for such Mortgage Loan)
made thereby (out of its own funds) for so long as such Delinquency Advance is
outstanding (or, if any Delinquency Advance



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is required to be made in respect of a Monthly Payment on any Mortgage Loan
prior to its Due Date or the end of the grace period for such Monthly Payment,
for so long as such Delinquency Advance is outstanding following the later of
(i) such Due Date and (ii) the end of such grace period), payable first, out of
Penalty Charges received on the Mortgage Loan or REO Loan as to which such
Delinquency Advance was made and, then, once such Delinquency Advance has been
reimbursed, out of general collections on the Mortgage Loans and REO Properties
pursuant to Section 3.05(a).

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

                  (a) On each Distribution Date, following the deemed
distributions to be made in respect of the REMIC I Regular Interests pursuant to
Section 4.01(a), the Uncertificated Principal Balance of each REMIC I Regular
Interest (after taking account of such deemed distributions) shall be reduced to
equal the Stated Principal Balance of the related Mortgage Loan or REO Loan or,
if applicable, Replacement Mortgage Loan(s) that will be outstanding immediately
following such Distribution Date. Such reductions shall be deemed to be an
allocation of Realized Losses and Additional Trust Fund Expenses.

                  (b) On each Distribution Date, following the payments deemed
to be made to REMIC III in respect of the REMIC II Regular Interests on such
date pursuant to Section 4.01(b), the Trustee shall determine the amount, if
any, by which (i) the then aggregate Uncertificated Principal Balance of REMIC
II Regular Interests LA-1-1, LA-1-2-A, LA-1-2-B, LA-1-2-C, LA-1-2-D, LA-2-A,
LA-2-B, LA-2-C, LA-2-D, LA-2-E, LA-3-A, LA-3-B, LA-3-C, LA-3-D, LA-3-E, LA-4-A,
LA-4-B, 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, LF-A,
LF-B, LF-C, LF-D, LG-A, LG-B, LG-C, LH-A, LH-B, LH-C, LJ-A, LJ-B, LK, LL-A,
LL-B, LM, LN, LO, LP exceeds (ii) an amount equal to the aggregate Stated
Principal Balance that will be outstanding immediately following such
Distribution Date. If such excess does exist, then the respective Uncertificated
Principal Balances of such REMIC II Regular Interests shall be reduced such that
the Uncertificated Principal Balance of each REMIC II Regular Interest
corresponds with the Certificate Principal Balance of the corresponding Class of
Principal Balance Certificates outstanding after the subsequent adjustments made
on such Distribution Date under Section 4.04(c) below; provided, that (A) the
aggregate Uncertificated Principal Balance of the REMIC II Regular Interests
LA-1-1, LA-1-2-A, LA-1-2-B, LA-1-2-C and LA-1-2-D shall correspond with the
Certificate Principal Balance of the Class A-1 Certificates and the
Uncertificated Principal Balances of the REMIC II Regular Interests LA-1-1,
LA-1-2-A, LA-1-2-B, LA-1-2-C and LA-1-2-D 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-D being reduced last), (B) the aggregate Uncertificated
Principal Balance of the REMIC II Regular Interests LA-2-A, LA-2-B, LA-2-C,
LA-2-D and LA-2-E 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, LA-2-D and LA-2-E shall be reduced in
that order (with REMIC II Regular Interest LA-2-A being reduced first and REMIC
II Regular Interest LA-2-E being reduced last), (C) the aggregate Uncertificated
Principal Balance of the REMIC II Regular Interests LA-3-A, LA-3-B, LA-3-C,
LA-3-D and LA-3-E 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, LA-3-C, LA-3-D and



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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-E being reduced last),
(D) the aggregate Uncertificated Principal Balance of the REMIC II Regular
Interests LA-4-A and LA-4-B 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 and LA-4-B shall be reduced in that
order (with REMIC II Regular Interest LA-4-A being reduced first and REMIC II
Regular Interest LA-4-B 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
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), (G) the aggregate Uncertificated
Principal Balance of the REMIC II Regular Interests LG-A, LG-B and LG-C 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, LG-B and LG-C shall be reduced in that order (with REMIC II Regular
Interest LG-A being reduced first and REMIC II Regular Interest LG-C being
reduced second), (H) the aggregate Uncertificated Principal Balance of the REMIC
II Regular Interests LH-A, LH-B and LH-C shall correspond with the Certificate
Principal Balance of the Class H Certificates and the Uncertificated Principal
Balances of the REMIC II Regular Interests LH-A, LH-B and LH-C shall be reduced
in that order (with REMIC II Regular Interest LH-A being reduced first and REMIC
II Regular Interest LH-C being reduced last), (I) 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), (J)
the aggregate Uncertificated Principal Balance of the REMIC II Regular Interests
LK shall correspond with the Certificate Principal Balance of the Class K
Certificates and the Uncertificated Principal Balances of the REMIC II Regular
Interest LK shall be reduced with REMIC II Regular Interest LK being reduced
first and (K) the aggregate Uncertificated Principal Balance of the REMIC II
Regular Interests LL-A and LL-B shall correspond with the Certificate Principal
Balance of the Class L Certificates and the Uncertificated Principal Balances of
the REMIC II Regular Interests LL-A and LL-B shall be reduced in that order
(with REMIC II Regular Interest LL-A being reduced first and REMIC II Regular
Interest LL-B being reduced second).

                  (c) On each Distribution Date, following all distributions to
be made on such date pursuant to Section 4.01, the Trustee shall allocate first
to the applicable class of Class S-AFR Certificates until the remaining
Certificate Principal Balance thereof has been reduced to zero, the aggregate of
all Realized Losses and Additional Trust Fund Expenses that were incurred with
respect to the AFR/Bank of America Portfolio B Note at any time following the


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Cut-off Date through the end of the related Collection Period and in any event
that were not previously allocated pursuant to this Section 4.04 on any prior
Distribution Date, but only to the extent that (i) the Certificate Principal
Balance of such Class S-AFR Certificates as of such Distribution Date (after
taking into account all of the distributions made on such Distribution Date
pursuant to Section 4.01), exceeds (ii) the Stated Principal Balance of the
AFR/Bank of America Portfolio B Note that will be outstanding immediately
following such Distribution Date. Realized Losses and Additional Trust Fund
Expenses shall be allocated to the Class S-AFR4, Class S-AFR3, Class S-AFR2 and
Class S-AFR1 Certificates in that order, to the extent of the Certificate
Principal Balance of each. The immediately preceding sentence shall apply
mutatis mutandis to the Uncertificated Class LS-AFR1, Class LS-AFR2, Class
LS-AFR3 and Class LS-AFR4 Regular Interests. On each Distribution Date,
following the distributions to be made to the Certificateholders on such date
pursuant to Section 4.01(c), the Trustee shall determine the amount, if any, by
which (i) the then aggregate Certificate Principal Balance of the Principal
Balance Certificates, exceeds (ii) the aggregate Stated Principal Balance of the
Mortgage Loans that will be outstanding immediately following such Distribution
Date. If such excess does exist, then the Class Principal Balances of the Class
P, Class O, 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.

                  (a) With respect to each Serviced Whole Loan, to the extent
the required information is provided to the Serviced Companion Loan Paying Agent
in a timely manner by the Master Servicer and the Special Servicer, the Serviced
Companion 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, (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 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, 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;


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                       (iii) If the distribution to a Serviced Companion Loan
Holder is less than the full amount that would be distributable to such Serviced
Companion Loan 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 Companion 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 Companion Loan Paying Agent and the
Person receiving such statement and (ii) to the Serviced Companion Loan Holders
by electronic means.

                  (b) With respect to each Serviced Whole Loan, to the extent
such item is delivered to the Serviced Companion Loan Paying Agent, the Serviced
Companion Loan Paying Agent shall also make available to each Serviced Companion
Loan Holder by electronic means (commencing on the date such item is delivered
to the Serviced Companion Loan Paying Agent): (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 Companion 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 Trustee shall make available electronically to each
Serviced Companion Loan Holder a copy of the Distribution Date Statement
required to be prepared pursuant to this Agreement.

                  (d) The Serviced Companion Loan 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 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-25. The Certificates will be
issuable in registered form only;



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<PAGE>


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, Class P,
Class S-AFR1, Class S-AFR2, Class S-AFR3 and Class S-AFR4 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 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



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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, Class H, Class S-AFR1, Class
S-AFR2, Class S-AFR3 or Class S-AFR4 Certificate or any interest therein shall
be made (A) to any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, that is subject to ERISA or Section 4975 of the
Code (each, a "Plan"), or (B) to any Person who is directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with "plan assets" of a Plan, unless (1) such Plan
qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D
of the Securities Act, and at the time of such transfer, such Certificates
continue to be rated in one of the top four rating categories by at least one
Rating Agency or (2) such Plan is an "insurance company general account" (within
the meaning of PTCE 95-60 (as defined below)) and the conditions set forth in
Sections I and III of PTCE 95-60 have been satisfied as of the date of
acquisition of such Certificate. Each purchaser or transferee that is a Plan or
is investing on behalf of or with "plan assets" of a Plan will be deemed to have
represented that the foregoing conditions have been satisfied.


                                      256
<PAGE>


                       (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.

                  (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:


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                            (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".

                       (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



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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 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.


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                  (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 January 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 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



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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.

         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


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Certificate under this Section, the Trustee and the Certificate Registrar may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee and the Certificate Registrar) connected
therewith. Any replacement Certificate issued pursuant to this Section shall
constitute complete and indefeasible evidence of ownership in the applicable
REMIC, as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.

         Section 5.05  Persons Deemed Owners.

         Prior to due presentation of a Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar and any agents of any of them may treat the person in
whose name such Certificate is registered as of the related 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 MasterServicer and the
Special Servicer.

         The Depositor, the Master Servicer and the Special Servicer shall be
liable in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Master Servicer
and the Special Servicer herein.

         Section 6.02 Merger, Consolidation or Conversion of the Depositor, the
Master Servicer and the Special Servicer; Assignment of Rights and Delegation of
Duties by the Master Servicer and the Special Servicer.

                  (a) Subject to subsection (b) below, the Depositor, the Master
Servicer and the Special Servicer each will keep in full effect its existence,
rights and franchises as a corporation under the laws of the jurisdiction of its
incorporation, and each will obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
or Serviced Companion Loans and to perform its respective duties under this
Agreement.

                  (b) The Depositor, the Master Servicer and the Special
Servicer may be merged or consolidated with or into any Person, or transfer all
or substantially all of its assets to any Person, in which case any Person
resulting from any merger or consolidation to which the Depositor, the Master
Servicer or the Special Servicer shall be a party, or any Person succeeding to
the business of the Depositor, the Master Servicer and the Special Servicer,
shall be the successor of the Depositor, the Master Servicer and the Special
Servicer, as the case may be, hereunder, without the execution or filing of any
paper or any further act on the part of any of the



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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 and Serviced Companion
Loans and executes and delivers to the Depositor and the Trustee an agreement,
in form and substance reasonably satisfactory to the Depositor and the Trustee,
which contains an assumption by such Person of the due and punctual performance
and observance of each covenant and condition to be performed or observed by the
Master Servicer or the Special Servicer, as the case may be, under this
Agreement; provided, further, that such assignment or delegation will not result
in the downgrade, qualification or withdrawal of the then-current ratings of the
Classes of Certificates 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 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



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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.

         If such losses and liabilities relate solely to the AFR/Bank of America
Portfolio B Note, then such indemnification shall be payable solely from amounts
in the Serviced Whole Loan Custodial Account related to the AFR/Bank of America
Portfolio B Note. For the avoidance of doubt, such losses or liabilities shall
not be deemed to relate solely to the AFR/Bank of America Portfolio B Note for
the sole reason that the related legal action was instituted by the Class S-AFR
Controlling Class Directing Holder.

         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.

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

         Subject to the provisions of Section 6.02, none of the Depositor, the
Master Servicer or the Special Servicer shall resign from its respective
obligations and duties hereby imposed on it except upon determination that its
duties hereunder are no longer permissible under applicable law. Any such
determination permitting the resignation of the Depositor, the Master Servicer
or the Special Servicer shall be evidenced by an Opinion of Counsel to such
effect delivered to the Trustee. No such resignation by the Master Servicer or
the Special Servicer shall become effective until the Trustee or a successor
servicer shall have assumed the responsibilities and



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obligations of the Master Servicer or the Special Servicer, as the case may be,
in accordance with Section 7.02.

         In the event that the Special Servicer with respect to the AFR/Bank of
America Portfolio Loan resigns, the Class S-AFR Controlling Class Directing
Holder shall appoint a qualified Special Servicer as successor special servicer
with respect to the AFR/Bank of America Portfolio Whole Loan in accordance with
Section 7.02. In the event that a successor special servicer appointed pursuant
to the preceding sentence does not assume all of the duties and liabilities of
the resigning Special Servicer hereunder within 90 days of the giving of notice
of resignation, the resigning Special Servicer may petition a court of competent
jurisdiction to appoint a special servicer as the successor to the Special
Servicer hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the Special Servicer hereunder which have not been
assumed by a successor special servicer; provided, however, that until such
appointment and assumption, the resigning Special Servicer shall continue to
perform its servicing obligations pursuant to this Agreement. The appointment of
a successor special servicer by a court shall not preclude the Class S-AFR
Controlling Directing Holder from replacing such successor special servicer at
any time.

         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 AFR/Bank of America Portfolio Whole Loan.

                  (a) With respect to the AFR/Bank of America Portfolio Whole
Loan, (i) at any time when an AFR/Bank of America Portfolio Change of Control
does not exist, the Class S-AFR Controlling Class Directing 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 AFR/Bank of America Portfolio 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 an AFR/Bank of
America Portfolio Change of Control has occurred and is continuing, the Majority
Certificateholder of the Controlling Class and the AFR/Bank of America Companion
Loan Majority Certificateholders in accordance with the AFR/Bank of America
Portfolio A Notes Intercreditor Agreement, 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
AFR/Bank of America



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Portfolio 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 AFR/Bank of America Portfolio Whole
Loan. Simultaneously with the giving of such notice, the Class S-AFR Controlling
Class Directing Holder removing such Special Servicer shall appoint a qualified
Special Servicer as a successor Special Servicer for such AFR/Bank of America
Portfolio Whole Loan in accordance with this Section 6.06.

         The removal of a Special Servicer and appointment of a successor
Special Servicer for the AFR/Bank of America Portfolio Whole Loan pursuant to
this Section 6.06 shall not be effective until (A) (1) if the AFR/Bank of
America Portfolio Whole Loan shall be a Specially Serviced Mortgage Loan at the
time of the giving of notice of removal to the Special Servicer being removed,
the 11th day (or such shorter period acceptable to the Special Servicer being
removed in its sole discretion) following the time of the giving of such notice
or (2) if the AFR/Bank of America Portfolio Whole Loan shall be a Specially
Serviced Mortgage Loan at the time of the giving of notice of removal to the
Special Servicer being removed, the thirty-first (31st) day (or such shorter
period acceptable to the Special Servicer being removed in its sole discretion)
following the time of the giving of such notice, (B) 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 Certificates and Serviced
Companion Loan Securities relating to an AFR/Bank of America Portfolio Companion
Loan rated by it, (C) the successor Special Servicer shall have executed and
delivered an assumption agreement; and (D) 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 AFR/Bank of America Portfolio Whole Loan
simultaneously with such successor Special Servicer's becoming the Special
Servicer for such AFR/Bank of America Portfolio 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 AFR/Bank of America Portfolio 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



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Fees and Liquidation Fees with respect to such AFR/Bank of America Portfolio
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
AFR/Bank of America Portfolio 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 AFR/Bank of America Portfolio 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 AFR/Bank of America
Portfolio 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 AFR/Bank of America
Portfolio Whole Loan.

                  (c) Except as otherwise provided in Section 3.11(c), in
connection with the appointment of a successor special servicer for an AFR/Bank
of America Portfolio 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 AFR/Bank of America Portfolio Whole Loan that it replaced.


                                  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 Companion Loan Custodial Account, or with
respect to the 609 Fifth Avenue Companion Loans the 2003-IQ6 Master Servicer, 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



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relating to the payment of insurance premiums, the day on which such insurance
coverage terminates if such premiums are not paid or (2) in the case of a
Servicing Advance relating to the payment of real estate taxes, the date of the
commencement of a foreclosure action with respect to the failure to make such
payment; or

                       (iv) any failure on the part of the Master Servicer or
the Special Servicer duly to observe or perform in any material respect any
other of the covenants or agreements on the part of the Master Servicer or the
Special Servicer contained in this Agreement which continues unremedied for a
period of 30 days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Master Servicer
or the Special Servicer, as the case may be, by the Trustee or the Depositor, or
to the Master Servicer or the Special Servicer, as the case may be by the
Holders of Certificates entitled to not less than 25% of the Voting Rights 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


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                       (ix) a Servicing Officer obtains actual knowledge that
Moody's has (A) qualified, downgraded or withdrawn its rating or ratings of one
or more Classes of Certificates, or (B) placed one or more Classes of
Certificates on "watch status" in contemplation of a ratings downgrade or
withdrawal (and such "watch status" placement shall not have been withdrawn by
Moody's within 60 days of the date the Servicing Officer obtained such actual
knowledge), and, in the case of either of clauses (A) or (B), cited servicing
concerns with the Master Servicer or the Special Servicer, as the case may be,
as the sole material factor in such rating action; 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

                       (xi) with respect to any Serviced Companion Loans, the
Trustee shall have received written notice from Fitch, to the extent that Fitch
is a Rating Agency that rates such related Serviced Companion Loan Securities,
that the continuation of the Master Servicer or the Special Servicer in such
capacity for such Serviced Companion Loans would result in the downgrade,
qualification or withdrawal of any rating then assigned by such Rating Agency to
any Serviced Companion Loan Securities in a transaction related to such Serviced
Companion Loans.

         Notwithstanding the foregoing, for any failure to remit funds with
respect to the Wells Fargo Tower Mortgage Loan or the Geneva Commons 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
2003-IQ4 Master Servicer, the Greenwich Commercial Mortgage Trust 2003-C2 Master
Servicer or the GMACCM 2003-C2 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, the Class S-AFR
Controlling Class Directing Holder or 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 Companion 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 Companion 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



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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 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 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 AFR/Bank of
America Portfolio Whole Loan or 609 Fifth Avenue Whole Loan or any Serviced
Companion Loan Securities related to the AFR/Bank of America Companion Loans,
the Water Tower Companion Loans, the 609 Fifth Avenue Companion Loans or the 5
Houston 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 Serviced 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 applicable
Serviced 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 applicable Serviced 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



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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 or
Serviced Companion Loan hereunder. As compensation therefor, the Trustee shall
be entitled to the applicable Servicing Fee and Special Servicing Fee and all
funds relating to the Mortgage Loans or Serviced Companion Loans which the
Master Servicer or the Special Servicer (other than any Workout Fees owed
pursuant to Section 3.11(c)) would have been entitled to charge to the
Certificate Account, 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 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 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



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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.

                  (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 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 together with the Holders of Serviced Companion
Loan Securities (if they are adversely affected by such Event of Default) and,
if adversely affected, the Holders of more than 50% of the Class Principal
Balance of the Class S-AFR Certificates, may waive such Event of Default;
provided, however, that an Event of Default under clause (i) or (ii) of Section
7.01 may be waived only by all of the Certificateholders of the affected
Classes, 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, THE FISCAL AGENT AND THE SERVICED
                           COMPANION LOAN PAYING AGENT

         Section 8.01  Duties of the Trustee and The Fiscal Agent.

                  (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



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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 or the Fiscal Agent 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 and the Fiscal Agent shall be determined
solely by the express provisions of this Agreement, the Trustee and the Fiscal
Agent shall not be liable except for the performance of such duties and
obligations as are specifically set forth in this Agreement, no implied
covenants or obligations shall be read into this Agreement against the Trustee
or the Fiscal Agent and, in the absence of bad faith on the part of the Trustee
or the Fiscal Agent, the Trustee and the Fiscal Agent 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 or the
Fiscal Agent 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 and the
Fiscal Agent.

         Except as otherwise provided in Section 8.01:

                  (a) The Trustee and the Fiscal Agent 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 and the Fiscal Agent 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;


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                  (c) Neither the Trustee nor the Fiscal Agent (in their
respective capacities as such) shall 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 or the Fiscal Agent, as
applicable, reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby; neither the Trustee nor
the Fiscal Agent shall be required to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it; nothing contained herein
shall, however, relieve the Trustee of the obligation, upon the occurrence of an
Event of Default which has not been cured, to exercise such of the rights and
powers vested in it by this Agreement, and to use the same degree of care and
skill in their exercise as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs;

                  (d) Neither the Trustee nor the Fiscal Agent shall 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) Neither the Trustee nor the Fiscal Agent shall 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.


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         Section 8.03  Trustee and Fiscal Agent Not Liable for Validity or
Sufficiency of Certificates or Mortgage Loans.

         The recitals contained herein and in the Certificates, other than the
representations and warranties of, and the other statements attributed to the
Trustee in Sections 2.02, 2.05, 2.07 and 8.13 and the signature of the Trustee
set forth on each outstanding Certificate, shall be taken as the statements of
the Depositor, the Master Servicer or the Special Servicer, as the case may be,
and neither the Trustee nor the Fiscal Agent shall assume responsibility for
their correctness. Neither the Trustee nor the Fiscal Agent shall 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. Neither the Trustee nor the Fiscal Agent shall be accountable
for the use or application by the Depositor of any of the Certificates issued to
it or of the proceeds of such Certificates, or for the use or application of any
funds paid to the Depositor in respect of the assignment of the Mortgage Loans
to the Trust Fund, or any funds deposited in or withdrawn from the Certificate
Account or any other account by or on behalf of the Depositor, the Master
Servicer or the Special Servicer. Neither the Trustee nor the Fiscal Agent shall
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 or Fiscal Agent in good faith, pursuant to this Agreement.

         Section 8.04 Trustee and Fiscal Agent May Own Certificates.

         Each of the Trustee and the Fiscal Agent, 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 or the Fiscal Agent.

         Section 8.05 Fees and Expenses of Trustee; Indemnification of Trustee
and the Fiscal Agent.

                  (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, the Fiscal Agent and any director, officer, employee or agent
of the Trustee or the Fiscal Agent, as applicable, 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 and the Fiscal Agent relating to the exercise and performance of any of
the powers and duties of the Trustee and the Fiscal Agent hereunder; provided,
that none of the Trustee, the Fiscal Agent 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



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on behalf of the Trustee or the Fiscal Agent 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 or the Fiscal Agent'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 or the Fiscal Agent 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 and Fiscal Agent.

                  (a) The Trustee hereunder shall at all times be an association
or a corporation organized and doing business under the laws of the United
States of America or any State thereof or the District of Columbia, authorized
under such laws to exercise trust powers, having a combined capital and surplus
of at least $100,000,000 and subject to supervision or examination by federal or
state authority. If such association or corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section the combined capital and surplus of such association or corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. The long-term unsecured debt
obligations of the Trustee shall at all times be rated not less than "AA-" by
Standard & Poor's (or "A+" if the short-term unsecured debt rating of the Fiscal
Agent is at least "A-1" by Standard & Poor's) and "Aa3" by Moody's 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, if and for so long as a Fiscal
Agent is appointed and acting hereunder, at least investment grade by each
Rating Agency 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 or the Fiscal Agent
shall cease to be eligible in accordance with the provisions of this Section
8.06(a), the Trustee or the Fiscal Agent 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.


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                  (b) The Trustee and the Fiscal Agent 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 and the
Fiscal Agent.

                  (a) The Trustee or the Fiscal Agent, as applicable, 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 and the Serviced Companion Loan 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 or the resigning Fiscal Agent and to the successor trustee or fiscal
agent. A copy of such instrument shall be delivered to the Master Servicer, the
Special Servicer, the Certificateholders and the Serviced Companion Loan Holders
by the Depositor. If no successor trustee or fiscal agent shall have been so
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee or the resigning Fiscal Agent may
petition any court of competent jurisdiction for the appointment of a successor
trustee or fiscal agent.

                  (b) If at any time the Trustee or the Fiscal Agent shall cease
to be eligible in accordance with the provisions of Section 8.06 and shall fail
to resign after written request therefor by the Depositor or the Master
Servicer, or if at any time the Trustee or the Fiscal Agent shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property or the Fiscal Agent 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 or the Fiscal Agent or of its property or affairs
for the purpose of rehabilitation, conservation or liquidation, then the
Depositor may remove the Trustee or the Fiscal Agent and appoint a successor
trustee or fiscal agent acceptable to the Master Servicer by written instrument,
in duplicate, which instrument shall be delivered to the Trustee or the Fiscal
Agent so removed and to the successor trustee or fiscal agent. A copy of such
instrument shall be delivered to the Master Servicer, the Special Servicer, the
Certificateholders and the Serviced Companion Loan 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 or the Fiscal Agent and
appoint a successor trustee or fiscal agent by written instrument or
instruments, in triplicate, signed by such Holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Master Servicer, one complete set to the Trustee so removed and one complete set
to the successor so appointed. A copy of such instrument shall be delivered to
the Depositor, the Special Servicer and, the remaining Certificateholders and
the Serviced Companion Loan Holders by the Master Servicer.

                  (d) Any resignation or removal of the Trustee or the Fiscal
Agent and appointment of a successor trustee or fiscal agent 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 or the Fiscal Agent under this
Agreement, the predecessor Trustee or Fiscal Agent shall be entitled to the




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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 or Fiscal Agent had not resigned or been removed. Any resignation or
removal of the Trustee shall be a simultaneous removal of the Fiscal Agent
hereunder.

         Section 8.08  Successor Trustee and Fiscal Agent.

                  (a) Any successor trustee or fiscal agent 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 or fiscal agent an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor trustee or fiscal agent
shall become effective and such successor trustee or fiscal agent, 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 or fiscal agent herein. The predecessor
trustee or fiscal agent shall deliver to the successor trustee or fiscal agent
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 or fiscal agent 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 or fiscal agent all such
rights, powers, duties and obligations, and to enable the successor trustee or
fiscal agent to perform its obligations hereunder.

                  (b) No successor trustee or fiscal agent shall accept
appointment as provided in this Section 8.08 unless at the time of such
acceptance such successor trustee or fiscal agent shall be eligible under the
provisions of Section 8.06.

                  (c) Upon acceptance of appointment by a successor trustee or
fiscal agent as provided in this Section 8.08, the successor trustee or fiscal
agent shall mail notice of such appointment to the Depositor, the
Certificateholders and the Serviced Companion Loan Holders.

         Section 8.09  Merger or Consolidation of Trustee and Fiscal Agent.

         Any entity into which the Trustee or the Fiscal Agent 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 or the Fiscal Agent
shall be a party, or any entity succeeding to the corporate trust business of
the Trustee or the Fiscal Agent shall be the successor of the Trustee or the
Fiscal Agent 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



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acting jointly shall have the power and shall execute and deliver all
instruments to appoint one or more Persons approved by the Trustee to act as
co-trustee or co-trustees, jointly with the Trustee, or separate trustee or
separate trustees, of all or any part of the Trust Fund, and to vest in such
Person or Persons, in such capacity, such title to the Trust Fund, or any part
thereof, and, subject to the other provisions of this Section 8.10, such powers,
duties, obligations, rights and trusts as the Master Servicer and the Trustee
may consider necessary or desirable. If the Master Servicer shall not have
joined in such appointment within fifteen days after the receipt by it of a
request to do so, or in case an Event of Default in respect of the Master
Servicer shall have occurred and be continuing, the Trustee alone shall have the
power to make such appointment. No co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as a successor trustee under
Section 8.06 hereunder and no notice to Holders of Certificates of the
appointment of co-trustee(s) or separate trustee(s) shall be required under
Section 8.08 hereof.

                  (b) In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer or the Special Servicer hereunder), the
Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the holding
of title to the Trust Fund or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee at the
direction of the Trustee.

                  (c) Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.

                  (d) Any separate trustee or co-trustee may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of 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.


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         Section 8.11  Appointment of Custodians.

                  (a) The Trustee may, with the consent of the Master Servicer
and the Majority Certificateholder of the Controlling Class, appoint one or more
Custodians to hold all or a portion of the Mortgage Files as agent for the
Trustee. Each Custodian shall be a depository institution subject to supervision
by federal or state authority, shall itself (or together with an affiliate
guaranteeing its financial performance) have a combined capital and surplus of
at least $15,000,000, shall be qualified to do business in the jurisdiction in
which it holds any Mortgage File, shall maintain and keep in full force and
effect throughout the term of this Agreement a fidelity bond and an errors and
omissions insurance policy covering its officers and employees and other persons
acting on its behalf in connection with its activities under this Agreement in
the amount of coverage customary for custodians acting in such capacity, and
shall not be the Depositor, a Mortgage Loan Seller or any Affiliate of the
Depositor or a Mortgage Loan Seller. Each Custodian shall be subject to the same
obligations and standard of care as would be imposed on the Trustee hereunder in
connection with the retention of Mortgage Files directly by the Trustee. The
appointment of one or more Custodians shall not relieve the Trustee from any of
its obligations hereunder, and the Trustee shall remain responsible for all acts
and omissions of any Custodian.

                  (b) Any Custodian appointed by the Trustee under this
Agreement shall not assign any of its rights or delegate any of its duties under
this Agreement to any other Person without the prior written consent of the
Depositor and the Majority Certificateholder of the Controlling Class (such
consent not to be unreasonably withheld, conditioned or delayed).

         Section 8.12  Access to Certain Information.

                  (a) On or prior to the date of the first sale of any
Non-Registered Certificate to an Independent third party, the Depositor shall
provide to the Trustee ten copies of any private placement memorandum or other
disclosure document used by the Depositor or its Affiliate in connection with
the offer and sale of the Class of Certificates to which such Non-Registered
Certificate belongs. In addition, if any such private placement memorandum or
disclosure document is revised, amended or supplemented at any time following
the delivery thereof to the Trustee, the Depositor promptly shall inform the
Trustee of such event and shall deliver to the Trustee ten copies of the private
placement memorandum or disclosure document, as revised, amended or
supplemented. The Trustee shall maintain at its offices primarily responsible
for administering the Trust Fund (or at the Primary Servicing Office of the
Master Servicer) and shall, upon reasonable advance notice, make available
during normal business hours for review by any Holder, Certificate Owner or
prospective transferee of a Certificate or interest therein, originals or copies
of the following items: (i) in the case of a Holder, Certificate Owner or
prospective transferee of a Non-Registered Certificate or interest therein, any
private placement memorandum or other disclosure document relating to the Class
of Certificates to which such 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



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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, Trustee's or Fiscal Agent's determination that any Advance was or,
if made, would be a Nonrecoverable Advance. Copies of any and all of the
foregoing items will be available from the Trustee upon written request;
however, the Trustee shall be permitted to require from the requesting
Certificateholder payment of a sum sufficient to cover the reasonable costs and
expenses of providing such copies.

         In connection with providing access to or copies of the items described
in the preceding paragraph, the Trustee may require (a) in the case of
Certificate Owners, a written confirmation executed by the requesting Person, in
form reasonably satisfactory to the Trustee, generally to the effect that such
Person is a beneficial holder of Certificates, is requesting the information
solely for use in evaluating such Person's investment in the Certificates and
will otherwise keep such information confidential and (b) in the case of a
prospective purchaser, a written confirmation executed by the requesting Person,
in form reasonably satisfactory to the Trustee, generally to the effect that
such Person is a prospective purchaser of a Certificate or an interest therein,
is requesting the information solely for use in evaluating a possible investment
in Certificates and will otherwise keep such information confidential. All
Certificateholders, by the acceptance of their Certificates, shall be deemed to
have agreed to keep such information confidential. Notwithstanding the foregoing
provisions of this Section 8.12(a), the Trustee shall have no responsibility for
the accuracy, completeness or sufficiency for any purpose of any information so
made available or furnished by it pursuant to this Section 8.12(a).

                  (b) The Trustee shall provide or cause to be provided to the
Depositor, the Master Servicer, and the Special Servicer, and to the Office of
Thrift Supervision, the Federal Deposit Insurance Corporation, and any other
federal or state banking or insurance regulatory 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 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.


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         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, the Fiscal Agent 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.

                  (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.

                  (g) The Fiscal Agent 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:


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                  (h) The Fiscal Agent is an organization organized under the
laws of the Netherlands, duly organized, validly existing and in good standing
under the laws governing its creation and existence.

                  (i) The execution and delivery of this Agreement by the Fiscal
Agent, and the performance and compliance with the terms of this Agreement by
the Fiscal Agent, will not violate the Fiscal Agent'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.

                  (j) This Agreement, assuming due authorization, execution and
delivery by the Special Servicer, the Master Servicer, the Trustee and the
Depositor, constitutes a valid, legal and binding obligation of the Fiscal
Agent, enforceable against the Fiscal Agent 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.

                  (k) The Fiscal Agent 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, which default, in the Fiscal Agent's
good faith and reasonable judgment, is likely to affect materially and adversely
either the ability of the Fiscal Agent to perform its obligations or the
financial conditions or operations of the Fiscal Agent or its properties.

                  (l) No litigation is pending or, to the best of the Fiscal
Agent's knowledge, threatened against the Fiscal Agent which would prohibit the
Fiscal Agent from entering into this Agreement or, in the Fiscal Agent's good
faith and reasonable judgment, is likely to materially and adversely affect the
ability of the Fiscal Agent to perform its obligations under this Agreement.

                  (m) 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 Fiscal Agent with this Agreement, or the consummation by
the Fiscal Agent of any transaction contemplated hereby, other than (1) such
consents, approvals, authorizations, qualifications, registrations, filings or
notices as have been obtained or made and (2) where the lack of such consent,
approval, authorization, qualification, registration, filing or notice would not
have a material adverse effect on the performance by the Fiscal Agent under this
Agreement.

         Section 8.14  Filings with the Securities and Exchange Commission.

                  (a) Each of the Trustee, the Fiscal Agent, 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



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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
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 AFR/Bank
of America Portfolio Companion Loans, Water Tower Place Companion Loans, the 609
Fifth Avenue Companion Loans and the 5 Houston 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 AFR/Bank of America Portfolio Companion Loans, Water Tower
Place Companion Loans, the 609 Fifth Avenue Companion Loans or the 5 Houston
Center Companion Loan, as applicable) 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




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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 Fiscal Agent, 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 Fiscal Agent, 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 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  Fiscal Agent Termination Event.

         "Fiscal Agent Termination Event," wherever used herein, means any one
of the following events:

                            (A) Any failure by the Fiscal Agent to remit to the
Trustee when due any required Advances; or

                            (B) 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



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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 Fiscal Agent and such decree or
order shall have remained in force undischarged or unstayed for a period of 60
days; or

                            (C) The Fiscal Agent 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 or relating to the Fiscal Agent or of or
relating to all or substantially all of its property; or

                            (D) The Fiscal Agent 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

                            (E) Moody's shall indicate its intent to reduce,
qualify or withdraw the outstanding rating of any Class of Certificates because
the prospective financial condition or capacity to make Advances of the Fiscal
Agent is insufficient to maintain such rating; or

                            (F) The long-term unsecured debt of the Fiscal Agent
is rated below "AA-" (or "A+" if the short-term unsecured debt rating of the
Fiscal Agent is at least "A-1" by Standard & Poor's) or "Aa3", as the case may
be, by Standard & Poor's or Moody's, respectively, or 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 each Rating Agency.

         Section 8.16   Procedure Upon Termination Event.

         On the date specified in a written notice of termination given to the
Fiscal Agent pursuant to Section 8.07, all authority, power and rights of the
Fiscal Agent under this Agreement, whether with respect to the Mortgage Loans,
Serviced Companion Loans or otherwise, shall terminate and a successor Fiscal
Agent shall be appointed by the Trustee, with the consent of the Depositor;
provided that in no event shall the termination of the Fiscal Agent be effective
until Rating Agency Confirmation shall have been obtained with respect to a
successor fiscal agent from each of Standard & Poor's and Moody's; provided,
that no such Rating Agency Confirmation shall be required from Standard & Poor's
if the successor Fiscal Agent is rated at least "AA" by Standard & Poor's. The
Fiscal Agent agrees to cooperate with the Trustee in effecting the termination
of the Fiscal Agent's responsibilities and rights hereunder as Fiscal Agent.

         Section 8.17  Serviced Companion Loan Paying Agent.

                  (a) The Serviced Companion Loan Paying Agent undertakes to
perform such duties and only such duties as are specifically set forth herein.


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                  (b) No provision of this Agreement shall be construed to
relieve the Serviced Companion 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 Companion Loan Paying
Agent shall be determined solely by the express provisions of this Agreement,
the Serviced Companion 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 Companion Loan Paying
Agent and, in the absence of bad faith on the part of the Serviced Companion
Loan Paying Agent, the Serviced Companion 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 Companion Loan
Paying Agent by any Person and which on their face do not contradict the
requirements of this Agreement.

                  (c) [Reserved]

                  (d) The Serviced Companion Loan Paying Agent and any of its
directors, officers, employees or agents shall be indemnified and held harmless
by the Serviced Companion Loan Holders (to the extent the losses, liabilities,
damages, claims and expenses related to a Serviced Companion Loan) (pro rata in
accordance with the principal balances of such Serviced Companion Loans), to the
extent of amounts in the related Serviced Whole Loan Custodial Account allocable
to such Serviced Companion Loans 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 Companion
Loan Paying Agent's overhead, but including 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 Companion 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
Companion Loan Paying Agent hereunder, shall be deemed to also be delivered to
the Serviced Companion Loan Paying Agent at such time.

                  (f) This Section shall survive the termination of this
Agreement or the resignation or removal of the Serviced Companion Loan Paying
Agent, as regards rights accrued prior to such resignation or removal.

         Section 8.18  Serviced Companion Loan Holder Register.

         The Serviced Companion Loan Paying Agent shall maintain a register (the
"Serviced Companion Loan Holder Register") on which it will record the names and
addresses of the Serviced Companion Loan Holders and wire transfer instructions
for such Serviced Companion Loan Holders from time to time, to the extent such
information is provided in writing to it by Serviced Companion Loan Holder. Each
Serviced Companion Loan Holder has agreed to inform the Serviced Companion Loan
Paying Agent of its name, address, taxpayer identification number and wiring
instructions and of any transfer thereof (together with any instruments of
transfer).


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         In no event shall the Serviced Companion Loan Paying Agent be obligated
to pay any party the amounts payable to a Serviced Companion Loan Holder
hereunder other than the party listed as the applicable Serviced Companion Loan
Holder on the Serviced Companion Loan Holder Register. In the event that a
Serviced Companion Loan Holder transfers the related Serviced Companion Loan
without notice to the Serviced Companion Loan Paying Agent, the Serviced
Companion Loan Paying Agent shall have no liability whatsoever for any
misdirected payment on such Companion Loan and shall have no obligation to
recover and redirect such payment.

         The Serviced Companion Loan Paying Agent shall promptly provide the
names and addresses of any Serviced Companion Loan 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 Companion 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 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, 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
Loan (if such REO Loan is a Mall at Millenia Companion Loan, a Wells Fargo Tower
Companion Loan, or the Geneva Commons Companion Loan) 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
AFR/Bank of America Portfolio Whole Loan, the Water Tower Place Whole Loan, the
609 Fifth Avenue Whole Loan, the and 5 Houston Center Whole 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 AFR/Bank of
America Portfolio Mortgage Loan, the Water Tower Place Mortgage Loan, the 609
Fifth Avenue Mortgage Loan and the 5 Houston Center Mortgage Loan, based on the
outstanding principal balances of such Mortgage Loans and their related Serviced
Companion Loan(s), and such pro rata portions will be deposited in the
Certificate Account and the Serviced Companion Loan Distribution Account for
distribution as applicable, (C) with respect to an REO Loan related to the Mall
at Millenia Whole Loan (excluding the Mall at Millenia B Note), the Wells Fargo
Tower Whole Loan and the Geneva Commons Whole Loan, the pro rata portion, if
any, of the fair market value of the Mall at Millenia Mortgage Loan, the Wells
Fargo Tower



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Mortgage Loan and the Geneva Commons Mortgage Loan (based on an appraisal
conducted by the 2003-IQ4 Special Servicer, the Greenwich Commercial Mortgage
Trust 2003-C2 Special Servicer or the GMACCM 2003-C2 Special Servicer,
respectively, regarding the related property owned by the 2003-IQ4 Trustee, the
Greenwich Commercial Mortgage Trust 2003-C2 Trustee or the GMACCM 2003-C2
Trustee, as applicable, on behalf of the owners thereof), based on the aggregate
outstanding principal balances of such Mortgage Loans and the Mall at Millenia
Companion Loans, the Wells Fargo Tower Companion Loans and the Geneva Commons
Companion Loan, 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); provided, however, that any such purchase with
respect to the Additional Servicing Fee Mortgage Loans shall be subject to the
rights of the applicable Designated Sub-Servicer to continue to sub-service such
Additional Servicing Fee Mortgage Loans and the rights of Archon, GSMC, the
applicable Designated Sub-Servicer and the Master Servicer, as applicable, to
receive or retain their applicable portion, if any, of the Additional Servicing
Fee pursuant to the applicable Designated Sub-Servicer Agreement, (ii) the
exchange by the Remaining Certificateholder and the Class S-AFR
Certificateholders 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. 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



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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, 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 (or in the case of the Class S-AFR
Certificates, in the Class S-AFR Sub-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 (other than the Class S-AFR Sub-Account)
as of the Final Distribution Date (exclusive of any portion of such amounts
payable or reimbursable to any Person pursuant 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).


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                  (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 (other than the AFR/Bank of America Portfolio B Note) and each REO
Property (other than an REO Property in respect of the AFR/Bank of America
Portfolio B Note) remaining in the Trust Fund as contemplated by clause (ii) of
Section 9.01(a) by giving written notice to all the parties hereto and to the
Class S-AFR Controlling Class Directing Holder 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 (other than the AFR/Bank of America Portfolio B Note) and each
REO Property (other than an REO Property in respect of the AFR/Bank of America
Portfolio B Note) 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 (other than
amounts in respect of the AFR/Bank of America Portfolio B Note)to the Depositor,
the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent
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 (upon completion of the exchange of the Class S-AFR Certificates for the
AFR/Bank of America Portfolio B Note set forth in the next paragraph) the Trust
Fund shall be liquidated in accordance with Section 9.02. Thereafter, the Trust
Fund and the respective obligations and responsibilities under this Agreement of
the Depositor, the Master Servicer, the Special Servicer, the Trustee (other
than annual tax returns and maintenance of books and records and the preparation
and filing of final tax returns), and the Fiscal Agent 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.

         Upon the election by the Remaining Certificateholder to exchange its
Certificates for Mortgage Loans (other than the AFR/Bank of America Portfolio B
Note) and REO Properties remaining on the Trust, the holder of the Class S-AFR
Certificates shall exchange it Class S-AFR Certificates for the AFR/Bank of
America Portfolio B Note or any related Mortgaged Property. The foregoing right
of the Remaining Certificateholder to exchange its Certificates for the Mortgage
Loans and REO Properties remaining in the Trust shall be subject to the
condition



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that all of the Class S-AFR Certificates shall be held by one Certificateholder
or that all of the Class S-AFR Certificateholders shall otherwise consent to the
exchange. In the event that the Class S-AFR Certificateholders are required to
exchange the Class S-AFR Certificates for the AFR/Bank of America Portfolio B
Note and/or any related REO Property in accordance with the second preceding
sentence, then the Class S-AFR Controlling Class Directing Holder, not later
than the Final Distribution Date, shall deposit in the Serviced Whole Loan
Custodial Account an amount in immediately available funds equal to all amounts
in respect of the AFR/Bank of America Portfolio B Note due and owing to the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent hereunder through the date of the liquidation of the Trust Fund that may
be withdrawn from the Serviced Whole Loan Custodial Account, or an escrow
account acceptable to the respective parties hereto, pursuant to Section 3.05(e)
or that may be withdrawn from the Class S-AFR Sub-Account pursuant to Section
3.05(b), but only to the extent that such amounts are not already on deposit in
the Serviced Whole Loan Custodial Account. In addition, the Master Servicer
shall transfer all amounts required to be transferred to the Certificate Account
on such Delinquency Advance Date from the Custodial Account pursuant to Section
3.04(a). Upon confirmation that such final deposits have been made and following
the surrender of all of the Class S-AFR Certificates 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 Class S-AFR Controlling Class
Directing Holder or any designee thereof, the Mortgage Note for the AFR/Bank of
America Portfolio B Note and shall execute all assignments, endorsements and
other instruments furnished to it by the Class S-AFR Controlling Class Directing
Holder as shall be necessary to effectuate transfer of the AFR/Bank of America
Portfolio B Note and any related REO Property. Solely for federal income tax
purposes, the Class S-AFR Certificateholders shall be deemed to have purchased
assets from REMIC I relating to the AFR/Bank of America Portfolio B Note and any
related REO Property for an amount equal to the remaining Certificate Principal
Balance of the Class S-AFR Certificates, plus accrued, unpaid interest with
respect thereto, and the Trustee shall credit such amounts against amounts
distributable in respect of such Certificates.

         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



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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 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
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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 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,



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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 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.


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                  (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.

         Section 10.02  Depositor, Master Servicer, Special Servicer, Fiscal
Agent 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.

                  (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.


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                  (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 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
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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:

                       (i) to cure any ambiguity,

                       (ii) to correct, modify or supplement any provisions
herein which may be inconsistent with any other provisions herein or to correct
any error,

                       (iii) to modify, eliminate or add to any of its
provisions to such extent as shall be necessary or desirable to maintain the
qualification of (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 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 Serviced Companion
Loan Holder,


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                       (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 or any Serviced Companion Loan 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 Mall at Millenia Mortgage Loan, the Wells Fargo Tower
Mortgage Loan and/or the Geneva Commons Mortgage Loan or any Serviced Companion
Loan; provided, that any such amendment shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of any
Certificateholder or any Serviced Companion Loan Holder, or

                       (viii) to modify, eliminate or add to the provisions of
Section 8.14 as necessary from time to time to comply with the Exchange Act, the
rules and regulations of the Commission, the Sarbanes-Oxley Act of 2002 or any
other applicable law, rule or regulation.

                  (b) This Agreement may also be amended from time to time by
the parties hereto with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:

                            (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, without the consent of
such Serviced Companion Loan Holder,


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                            (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.

                  (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 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 and the Serviced Companion Loan Holders.

                  (e) It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.

                  (f) The Trustee may but shall not be obligated to enter into
any amendment pursuant to this Section that affects its rights, duties and
immunities under this Agreement or otherwise.

                  (g) The cost of any Opinion of Counsel to be delivered
pursuant to Section 11.01(a) or (c) shall be borne by the Person seeking the
related amendment, except that if the Master Servicer, the Trustee or the Fiscal
Agent 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



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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.

                  (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
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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,
telecopy number: (215) 328-1775; (ii) in the case of the Master Servicer, 200
Witmer Road, Horsham, Pennsylvania 19044, Attention: Managing Director,
Commercial Servicing Operations, telecopy number: (215) 328-3478 (with copies to
General Counsel (telecopy number: (215) 328-3620)); (iii) in the case of the
Trustee, the Serviced Companion Loan Paying Agent and the Fiscal Agent, the
Corporate Trust Office; (iv) in the case of Lennar, 1601 Washington Avenue,
Suite 700, Miami Beach, Florida 33139, Attention: Michael Wheeler, telecopy
number: (305) 695-5449; (v) in the case of Midland, 10851 Mastin, Building 82,
Overland Park, Kansas 66210, Attention: President, telecopy number: (913)
253-9001; (vi) in the case of the Rating Agencies, (A) Standard & Poor's Ratings
Services, 55 Water Street, New York, New York 10041, Attention: Commercial
Mortgage Surveillance Manager, telecopy number: (212) 438-2662, (B) Moody's
Investors Service, 99 Church Street, New York, New York 10007, Attention: CMBS
Rating and Monitoring, Attention: Pamela Dent and (C) Fitch Ratings, One State
Street Plaza, New York, New York 10004, Attention: Commercial Mortgage
Surveillance, 31st Floor, telecopy number (212) 635-0294; (vi) in the case of
the Underwriters, (A) Deutsche Bank Securities Inc., 60 Wall Street, New York,
New York 10005, Attention: Jeffrey Paige, telecopy number: (212) 797-4489, (B)
Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, Attention: Rolf
Edwards, telecopy number: (212) 346-3594, (C) Morgan Stanley & Co. Incorporated,
1585 Broadway, New York, New York 10036, Attention: Andrew Berman, telecopy
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 no. (212) 762-8831; (vii) in the case of the initial
Majority Certificateholder of the Controlling Class, Cadim TACH, Inc. c/o CDP
Capital Real Estate Advisors, CDP Capital Center, 1000 Jean-Paul-Riopelle Place
Suite A-300, Montreal, Quebec H2Z 2B6, Canada, Attention: Guy Charette fax (514)
875-3328 with a copy to CW Capital One Charles River Place, 63 Kendrick Street,
Needham, MA 02494, Attention: Charles Spetka, telecopy number: (781) 707-9399;
in the case of the initial Class S-AFR Controlling Class Directing Holder,
Anthracite Capital, Inc., c/o BlackRock, 40 East 52nd Street, 7th Floor, New
York, New York 10022, Attention: Richard Shea and Dan Sefcik, telecopy number:
(212) 754-8158; and (viii) in the




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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
(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



                                      303
<PAGE>


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 and any designees thereof acting on behalf
of or exercising the rights of such Serviced Companion Loan 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;

                            (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.


                                      304
<PAGE>



                  (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.



                                      305
<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: /s/ David Lazarus
                                  --------------------------------------------
                                  Name:   David Lazarus
                                  Title:  Vice President


                              GMAC COMMERCIAL MORTGAGE
                              CORPORATION, Master Servicer and Serviced
                                 Companion Loan Paying Agent


                              By: /s/ David Lazarus
                                  --------------------------------------------
                                  Name: David Lazarus
                                  Title: Senior Vice President


                             LENNAR PARTNERS, INC.,
                                Special Servicer


                              By: /s/ Shelly Rubin
                                  --------------------------------------------
                                  Name:  Shelly L. Rubin
                                  Title: Vice President


                              LASALLE BANK NATIONAL ASSOCIATION,
                                 Trustee


                              By: /s/ A. M. Kelly
                                  --------------------------------------------
                                  Name:  Ann M. Kelly
                                  Title: Assistant Vice President



                                      S-1


<PAGE>


                              ABN AMRO BANK N.V., Fiscal Agent


                              By: /s/ Brian D. Ames
                                  --------------------------------------------
                                  Name:  Brian D. Ames
                                  Title: First Vice President


                              By: /s/ Cynthia Reis
                                  --------------------------------------------
                                  Name:  Cynthia Reis
                                  Title: Sr. Vice President


                              MIDLAND LOAN SERVICES, INC.,
                                 AFR/Bank of America Portfolio Whole Loan
                                 Special Servicer


                              By: /s/ Lawrence D. Ashley
                                  --------------------------------------------
                                  Name:  Lawrence D. Ashley
                                  Title: Senior Vice President


                                      S-2

<PAGE>


STATE OF NEW YORK          )
                           )       ss.
COUNTY OF NEW YORK         )

         On the 17th day of December 2003, 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.



                           /s/ Ellen M. Reeman
                           ------------------------------
                                  Notary Public







                                      -i-

<PAGE>


STATE OF NEW YORK          )
                           )       ss.
COUNTY OF NEW YORK         )

         On the 17th day of December 2003, 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 CORPORATION, one of the corporations
that executed the within instrument, and also known to me to be the person who
executed it on behalf of such corporation, and acknowledged to me that such
corporation executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                           /s/ Ellen M. Reeman
                           ------------------------------
                                  Notary Public






                                      -ii-

<PAGE>



STATE OF ILLINOIS                   )
                                    )       ss.
COUNTY OF COOK                      )

         On the 17th day of December 2003, before me, a notary public in and for
said State, personally appeared Diane O'Neal known to me to be a Asst. Vice
President of LASALLE BANK NATIONAL ASSOCIATION, 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.


                           /s/ Diane O'Neal
                           ------------------------------
                           Diane O'Neal, Notary Public





                                      -iii-


<PAGE>


STATE OF ILLINOIS                       )
                                        )   ss.
COUNTY OF COOK                          )

         On the 17th day of December 2003, before me, a notary public in and for
said State, personally appeared Brian D. Ames and Cynthia Reis known to me to be
a First Vice President and a Senior Vice President, respectively, of ABN AMRO
BANK N.V., a bank duly organized, validly existing and in good standing under
the laws of the Netherlands 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.



                           /s/ Diane O'Neal
                           ------------------------------
                           Diane O'Neal, Notary Public




                                      -iv-




<PAGE>


STATE OF KANSAS                         )
                                        )   ss.
COUNTY OF JOHNSON                       )

         On the 17th day of December 2003, before me, a notary public in and for
said State, personally appeared Lawrence D. Ashley known to me to be a Senior
Vice President of MIDLAND LOAN SERVICES, INC., a real estate financial services
company 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 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.



                           /s/ Joyce Mayo
                           ------------------------------
                                  Notary Public














                                      -v-


<PAGE>


STATE OF FLORIDA                        )
                                        )   ss.
COUNTY OF MIAMI DADE                    )

         On the 17th day of December 2003, before me, a notary public in and for
said State, personally appeared Shelly L. Rubin known to me to be a Vice
President of LENNAR PARTNERS, INC., a company duly organized, validly existing
and in good standing under the laws of Florida 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.



                           /s/ Melanie J. Brill
                           ------------------------------
                                  Notary Public







                                      -vi-



<PAGE>


                                                                     EXHIBIT A-1

                          FORM OF CLASS A-1 CERTIFICATE

                               CLASS A-1 MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-C3

      evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<S>                                               <C>
Pass-Through Rate:                                Certificate Principal Balance of this Class
3.400% per annum                                  A-1 Certificate as of the Issue Date:
                                                  $103,889,000

Date of Pooling and Servicing Agreement:          Class Principal Balance of all the Class A-1
December 1, 2003                                  Certificates as of the Issue Date:
                                                  $103,889,000

Cut-off Date:  With respect to any Mortgage       Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in      Mortgage Pool as of the respective Cut-off
December 2003                                     Dates of the Mortgage Loans, after deducting
                                                  payments of principal due on or before such
                                                  date, whether or not received:  $1,333,648,872
Issue Date:  December 18, 2003

First Distribution Date: January 10, 2004         Trustee: LaSalle Bank National Association

Master Servicer: GMAC Commercial Mortgage         CUSIP No. 361849 ZQ 8
Corporation

Special Servicer: Lennar Partners, Inc.           ISIN No. US361849ZQ85

AFR/Bank of America Portfolio Whole Loan
Special Servicer: Midland Loan Services, Inc.

Certificate No. A-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


                                     A-1-1

<PAGE>

PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LENNAR PARTNERS, INC., MIDLAND LOAN SERVICES, INC., LASALLE BANK NATIONAL
ASSOCIATION, ABN AMRO BANK N.V. 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


                                     A-1-2
<PAGE>

Issue Date) in that certain beneficial ownership interest evidenced by all the
Class A-1 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among GMAC
Commercial Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage
Corporation, as Master Servicer, Lennar Partners, Inc., as Special Servicer,
Midland Loan Services, Inc., as AFR/Bank of America Portfolio Whole Loan Special
Servicer, LaSalle Bank National Association, as Trustee and ABN AMRO Bank N.V.,
as Fiscal Agent. 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.


                                     A-1-3
<PAGE>

            The Depositor's Mortgage Pass-Through Certificates, Series 2003-C3
(the "Certificates") are limited in right of distribution to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and 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 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.


                                     A-1-4
<PAGE>

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the AFR/Bank
of America Whole Loan Special Servicer, the Trustee, the Fiscal Agent, 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 Fiscal Agent,
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, the AFR/Bank of America
Whole Loan Special Servicer, the Trustee and the Fiscal Agent thereunder and the
rights of the Certificateholders thereunder, at any time by the Depositor, the
Master Servicer, the Special Servicer, the AFR/Bank of America Whole Loan
Special Servicer, the Trustee and the Fiscal Agent 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.


                                     A-1-5
<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.


                                     A-1-6
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                               LaSalle Bank National Association, 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:  December 18, 2003

                               LaSalle Bank National Association, as Certificate
                               Registrar

                               By:
                                  ----------------------------------------------
                                             Authorized Officer


                                     A-1-7
<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.


                                     A-1-8
<PAGE>

                                                                     EXHIBIT A-2

                          FORM OF CLASS A-2 CERTIFICATE

                               CLASS A-2 MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-C3

      evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<S>                                               <C>
Pass-Through Rate:                                Certificate Principal Balance of this Class
4.223% per annum                                  A-2 Certificate as of the Issue Date:
                                                  $114,365,000

Date of Pooling and Servicing Agreement:          Class Principal Balance of all the Class A-2
December 1, 2003                                  Certificates as of the Issue Date:
                                                  $114,365,000

Cut-off Date:  With respect to any Mortgage       Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in      Mortgage Pool as of the respective Cut-off
December 2003                                     Dates of the Mortgage Loans, after deducting
                                                  payments of principal due on or before such
                                                  date, whether or not received:  $1,333,648,872
Issue Date:  December 18, 2003

First Distribution Date:  January 10, 2004        Trustee:  LaSalle Bank National Association

Master Servicer: GMAC Commercial Mortgage         CUSIP No. 361849 ZR 6
Corporation

Special Servicer: Lennar Partners, Inc.           ISIN No. US361849ZR68

AFR/Bank of America Portfolio Whole Loan
Special Servicer: Midland Loan Services, Inc.

Certificate No. A-2
</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


                                     A-2-1
<PAGE>

PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LENNAR PARTNERS, INC., MIDLAND LOAN SERVICES, INC., LASALLE BANK NATIONAL
ASSOCIATION, ABN AMRO BANK N.V. 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


                                     A-2-2
<PAGE>

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 Servicer,
Midland Loan Services, Inc., as AFR/Bank of America Portfolio Whole Loan Special
Servicer, LaSalle Bank National Association, as Trustee and ABN AMRO Bank N.V.,
as Fiscal Agent. 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.


                                     A-2-3
<PAGE>

            The Depositor's Mortgage Pass-Through Certificates, Series 2003-C3
(the "Certificates") are limited in right of distribution to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and 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 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.


                                     A-2-4
<PAGE>

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the AFR/Bank
of America Whole Loan Special Servicer, the Trustee, the Fiscal Agent, 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 Fiscal Agent,
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, the AFR/Bank of America
Whole Loan Special Servicer, the Trustee and the Fiscal Agent thereunder and the
rights of the Certificateholders thereunder, at any time by the Depositor, the
Master Servicer, the Special Servicer, the AFR/Bank of America Whole Loan
Special Servicer, the Trustee and the Fiscal Agent 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.


                                     A-2-5
<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.


                                     A-2-6
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                              LaSalle Bank National Association, 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:  December 18, 2003

                              LaSalle Bank National Association, as Certificate
                              Registrar

                              By:
                                 ----------------------------------------------
                                            Authorized Officer


                                     A-2-7
<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.


                                     A-2-8
<PAGE>

                                                                     EXHIBIT A-3

                          FORM OF CLASS A-3 CERTIFICATE

                               CLASS A-3 MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-C3

      evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<S>                                               <C>
Pass-Through Rate:                                Certificate Principal Balance of this Class
4.646% per annum                                  A-3 Certificate as of the Issue Date:
                                                  $247,900,000

Date of Pooling and Servicing Agreement:          Class Principal Balance of all the Class A-3
December 1, 2003                                  Certificates as of the Issue Date:
                                                  $247,900,000

Cut-off Date:  With respect to any Mortgage       Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in      Mortgage Pool as of the respective Cut-off
December 2003                                     Dates of the Mortgage Loans, after deducting
                                                  payments of principal due on or before such
                                                  date, whether or not received:  $1,333,648,872
Issue Date:  December 18, 2003

First Distribution Date: January 10, 2004         Trustee:  LaSalle Bank National Association

Master Servicer: GMAC Commercial Mortgage         CUSIP No. 361849 ZS 4
Corporation

Special Servicer: Lennar Partners, Inc.           ISIN No. US361849ZS42

AFR/Bank of America Portfolio Whole Loan
Special Servicer: Midland Loan Services, Inc.
Certificate No. A-3
</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


                                     A-3-1
<PAGE>

REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LENNAR PARTNERS, INC., MIDLAND LOAN SERVICES, INC., LASALLE BANK NATIONAL
ASSOCIATION, ABN AMRO BANK N.V. 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


                                     A-3-2
<PAGE>

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, Midland Loan
Services, Inc., as AFR/Bank of America Portfolio Whole Loan Special Servicer,
LaSalle Bank National Association, as Trustee and ABN AMRO Bank N.V., as Fiscal
Agent. 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 2003-C3
(the "Certificates") are limited in right of distribution to certain collections
and recoveries


                                     A-3-3
<PAGE>

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 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.


                                     A-3-4
<PAGE>

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the AFR/Bank
of America Whole Loan Special Servicer, the Trustee, the Fiscal Agent, 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 Fiscal Agent,
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, the AFR/Bank of America
Whole Loan Special Servicer, the Trustee and the Fiscal Agent thereunder and the
rights of the Certificateholders thereunder, at any time by the Depositor, the
Master Servicer, the Special Servicer, the AFR/Bank of America Whole Loan
Special Servicer, the Trustee and the Fiscal Agent 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.


                                     A-3-5
<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.


                                     A-3-6
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                              LaSalle Bank National Association, 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:  December 18, 2003

                              LaSalle Bank National Association, as Certificate
                              Registrar

                              By:
                                 ----------------------------------------------
                                            Authorized Officer


                                     A-3-7
<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.


                                     A-3-8
<PAGE>

                                                                     EXHIBIT A-4

                          FORM OF CLASS A-4 CERTIFICATE

                               CLASS A-4 MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-C3

      evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<S>                                               <C>
Pass-Through Rate:                                Certificate Principal Balance of this Class
5.023% per annum                                  A-4 Certificate as of the Issue Date:
                                                  $408,101,000

Date of Pooling and Servicing Agreement:          Class Principal Balance of all the Class A-4
December 1, 2003                                  Certificates as of the Issue Date:
                                                  $408,101,000

Cut-off Date:  With respect to any Mortgage       Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in      Mortgage Pool as of the respective Cut-off
December 2003                                     Dates of the Mortgage Loans, after deducting
                                                  payments of principal due on or before such
                                                  date, whether or not received: $1,333,648,872
Issue Date:  December 18, 2003

First Distribution Date:  January 10, 2004        Trustee:  LaSalle Bank National Association

Master Servicer: GMAC Commercial Mortgage         CUSIP No. 361849 ZT 2
Corporation

Special Servicer: Lennar Partners, Inc.           ISIN No. US361849ZT25

AFR/Bank of America Portfolio Whole Loan
Special Servicer: Midland Loan Services, Inc.

Certificate No. A-4
</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


                                     A-4-1
<PAGE>

PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LENNAR PARTNERS, INC., MIDLAND LOAN SERVICES, INC., LASALLE BANK NATIONAL
ASSOCIATION, ABN AMRO BANK N.V. 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


                                     A-4-2
<PAGE>

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 Servicer,
Midland Loan Services, Inc., as AFR/Bank of America Portfolio Whole Loan Special
Servicer, LaSalle Bank National Association, as Trustee and ABN AMRO Bank N.V.,
as Fiscal Agent. 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.


                                     A-4-3
<PAGE>

      The Depositor's Mortgage Pass-Through Certificates, Series 2003-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and 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 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.


                                     A-4-4
<PAGE>

      Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the AFR/Bank of
America Whole Loan Special Servicer, the Trustee, the Fiscal Agent, 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 Fiscal Agent,
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, the AFR/Bank of America
Whole Loan Special Servicer, the Trustee and the Fiscal Agent thereunder and the
rights of the Certificateholders thereunder, at any time by the Depositor, the
Master Servicer, the Special Servicer, the AFR/Bank of America Whole Loan
Special Servicer, the Trustee and the Fiscal Agent 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.


                                     A-4-5
<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.


                                     A-4-6
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                               LaSalle Bank National Association, 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:  December 18, 2003

                               LaSalle Bank National Association, as Certificate
                               Registrar

                               By:
                                  ----------------------------------------------
                                             Authorized Officer


                                     A-4-7
<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.


                                     A-4-8
<PAGE>

                                                                     EXHIBIT A-5

                           FORM OF CLASS B CERTIFICATE

                                CLASS B MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-C3

      evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>

<S>                                               <C>
Pass-Through Rate: Lesser of 5.118% per annum     Certificate Principal Balance of this Class B
or the Weighted Average Net Mortgage Rate         Certificate as of the Issue Date: $41,676,000

Date of Pooling and Servicing Agreement:          Class Principal Balance of all the Class B
December 1, 2003                                  Certificates as of the Issue Date: $41,676,000

Cut-off Date:  With respect to any Mortgage       Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in      Mortgage Pool as of the respective Cut-off
December 2003                                     Dates of the Mortgage Loans, after deducting
                                                  payments of principal due on or before such
                                                  date, whether or not received: $1,333,648,872
Issue Date:  December 18, 2003

First Distribution Date: January 10, 2004         Trustee:  LaSalle Bank National Association

Master Servicer: GMAC Commercial Mortgage         CUSIP No. 361849 ZU 9
Corporation

Special Servicer: Lennar Partners, Inc.           ISIN No. US361849ZU97

AFR/Bank of America Portfolio Whole Loan
Special Servicer: Midland Loan Services, Inc.
Certificate No. B-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


                                     A-5-1
<PAGE>

REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LENNAR PARTNERS, INC., MIDLAND LOAN SERVICES, INC., LASALLE BANK NATIONAL
ASSOCIATION, ABN AMRO BANK N.V. 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


                                     A-5-2
<PAGE>

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 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, Midland Loan
Services, Inc., as AFR/Bank of America Portfolio Whole Loan Special Servicer,
LaSalle Bank National Association, as Trustee and ABN AMRO Bank N.V., as Fiscal
Agent. 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.


                                     A-5-3
<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 2003-C3
(the "Certificates") are limited in right of distribution to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and 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.


                                     A-5-4
<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 AFR/Bank
of America Whole Loan Special Servicer, the Trustee, the Fiscal Agent, 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 Fiscal Agent,
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, the AFR/Bank of America
Whole Loan Special Servicer, the Trustee and the Fiscal Agent thereunder and the
rights of the Certificateholders thereunder, at any time by the Depositor, the
Master Servicer, the Special Servicer, the AFR/Bank of America Whole Loan
Special Servicer, the Trustee and the Fiscal Agent 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.


                                     A-5-5
<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.


                                     A-5-6
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                               LaSalle Bank National Association, as Trustee

                               By:
                                  ----------------------------------------------
                                               Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class B Certificates referred to in the
within-mentioned Agreement.

Dated: December 18, 2003

                               LaSalle Bank National Association, as Certificate
                               Registrar

                               By:
                                  ----------------------------------------------
                                              Authorized Officer


                                     A-5-7
<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.


                                     A-5-8
<PAGE>

                                                                     EXHIBIT A-6

                           FORM OF CLASS C CERTIFICATE

                                CLASS C MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-C3

      evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<S>                                               <C>
Pass-Through Rate: Lesser of 5.167% per annum     Certificate Principal Balance of this Class C
or the Weighted Average Net Mortgage Rate         Certificate as of the Issue Date: $16,671,000

Date of Pooling and Servicing Agreement:          Class Principal Balance of all the Class C
December 1, 2003                                  Certificates as of the Issue Date: $16,671,000

Cut-off Date:  With respect to any Mortgage       Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in      Mortgage Pool as of the respective Cut-off
December 2003                                     Dates of the Mortgage Loans, after deducting
                                                  payments of principal due on or before such
                                                  date, whether or not received: $1,333,648,872
Issue Date:  December 18, 2003

First Distribution Date:  January 10, 2004        Trustee:  LaSalle Bank National Association

Master Servicer: GMAC Commercial Mortgage         CUSIP No. 361849 ZV 7
Corporation

Special Servicer: Lennar Partners, Inc.           ISIN No. US361849ZV70

AFR/Bank of America Portfolio Whole Loan
Special Servicer: Midland Loan Services, Inc.

Certificate No. C-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


                                     A-6-1
<PAGE>

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 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., MIDLAND LOAN SERVICES, INC., LASALLE BANK NATIONAL
ASSOCIATION, ABN AMRO BANK N.V. 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


                                     A-6-2
<PAGE>

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 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, Midland Loan
Services, Inc., as AFR/Bank of America Portfolio Whole Loan Special Servicer,
LaSalle Bank National Association, as Trustee and ABN AMRO Bank N.V., as Fiscal
Agent. 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


                                     A-6-3
<PAGE>

Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Depositor's Mortgage Pass-Through Certificates, Series 2003-C3
(the "Certificates") are limited in right of distribution to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and 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.


                                     A-6-4
<PAGE>

            No service charge will be imposed for any registration of transfer
or exchange of Class C Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Class C Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the AFR/Bank
of America Whole Loan Special Servicer, the Trustee, the Fiscal Agent, 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 Fiscal Agent,
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, the AFR/Bank of America
Whole Loan Special Servicer, the Trustee and the Fiscal Agent thereunder and the
rights of the Certificateholders thereunder, at any time by the Depositor, the
Master Servicer, the Special Servicer, the AFR/Bank of America Whole Loan
Special Servicer, the Trustee and the Fiscal Agent 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


                                     A-6-5
<PAGE>

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.


                                     A-6-6
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                               LaSalle Bank National Association, as Trustee

                               By:
                                  ----------------------------------------------
                                             Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class C Certificates referred to in the
within-mentioned Agreement.

Dated: December 18, 2003

                               LaSalle Bank National Association, as Certificate
                               Registrar

                               By:
                                  ----------------------------------------------
                                             Authorized Officer


                                     A-6-7
<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.


                                     A-6-8
<PAGE>

                                                                     EXHIBIT A-7

                           FORM OF CLASS D CERTIFICATE

                                CLASS D MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-C3

      evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<S>                                               <C>
Pass-Through Rate: Lesser of 5.223% per annum     Certificate Principal Balance of this Class D
or the Weighted Average Net Mortgage Rate         Certificate as of the Issue Date: $30,007,000

Date of Pooling and Servicing Agreement:          Class Principal Balance of all the Class D
December 1, 2003                                  Certificates as of the Issue Date: $30,007,000

Cut-off Date:  With respect to any Mortgage       Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in      Mortgage Pool as of the respective Cut-off
December 2003                                     Dates of the Mortgage Loans, after deducting
                                                  payments of principal due on or before such
                                                  date, whether or not received: $1,333,648,872
Issue Date:  December 18, 2003

First Distribution Date:  January 10, 2004        Trustee:  LaSalle Bank National Association

Master Servicer: GMAC Commercial Mortgage         CUSIP No. 361849 ZW 5
Corporation

Special Servicer: Lennar Partners, Inc.           ISIN No. US361849ZW53

AFR/Bank of America Portfolio Whole Loan
Special Servicer: Midland Loan Services, Inc.

Certificate No. D-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


                                     A-7-1
<PAGE>

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 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., MIDLAND LOAN SERVICES, INC., LASALLE BANK NATIONAL
ASSOCIATION, ABN AMRO BANK N.V. 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 A-4, 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


                                     A-7-2
<PAGE>

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 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, Midland Loan
Services, Inc., as AFR/Bank of America Portfolio Whole Loan Special Servicer,
LaSalle Bank National Association, as Trustee and ABN AMRO Bank N.V., as Fiscal
Agent. 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


                                     A-7-3
<PAGE>

Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Depositor's Mortgage Pass-Through Certificates, Series 2003-C3
(the "Certificates") are limited in right of distribution to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and 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.


                                     A-7-4
<PAGE>

            No service charge will be imposed for any registration of transfer
or exchange of Class D Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Class D Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the AFR/Bank
of America Whole Loan Special Servicer, the Trustee, the Fiscal Agent, 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 Fiscal Agent,
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, the AFR/Bank of America
Whole Loan Special Servicer, the Trustee and the Fiscal Agent thereunder and the
rights of the Certificateholders thereunder, at any time by the Depositor, the
Master Servicer, the Special Servicer, the AFR/Bank of America Whole Loan
Special Servicer, the Trustee and the Fiscal Agent 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


                                     A-7-5
<PAGE>

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.


                                     A-7-6
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                               LaSalle Bank National Association, as Trustee

                               By:
                                  ----------------------------------------------
                                                 Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class D Certificates referred to in the
within-mentioned Agreement.

Dated: December 18, 2003

                              LaSalle Bank National Association, as Certificate
                              Registrar

                              By:
                                 -----------------------------------------------
                                                  Authorized Officer


                                     A-7-7
<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.


                                     A-7-8
<PAGE>

                                                                     EXHIBIT A-8

                           FORM OF CLASS E CERTIFICATE

                                CLASS E MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-C3

      evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<S>                                               <C>
Pass-Through Rate: Lesser of 5.307% per annum     Certificate Principal Balance of this Class E
or the Weighted Average Net Mortgage Rate         Certificate as of the Issue Date: $21,672,000

Date of Pooling and Servicing Agreement:          Class Principal Balance of all the Class E
December 1, 2003                                  Certificates as of the Issue Date: $21,672,000

Cut-off Date:  With respect to any Mortgage       Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in      Mortgage Pool as of the respective Cut-off
December 2003                                     Dates of the Mortgage Loans, after deducting
                                                  payments of principal due on or before such
                                                  date, whether or not received: $1,333,648,872
Issue Date:  December 18, 2003

First Distribution Date:  January 10, 2004        Trustee:  LaSalle Bank National Association

Master Servicer: GMAC Commercial Mortgage         CUSIP No. 361849 ZX 3
Corporation

Special Servicer: Lennar Partners, Inc.           ISIN No. US36184937

AFR/Bank of America Portfolio Whole Loan
Special Servicer: Midland Loan Services, Inc.
Certificate No. E-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


                                     A-8-1
<PAGE>

PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LENNAR PARTNERS, INC., MIDLAND LOAN SERVICES, INC., LASALLE BANK NATIONAL
ASSOCIATION, ABN AMRO BANK N.V. 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 A-4, 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


                                     A-8-2
<PAGE>

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 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, Midland Loan
Services, Inc., as AFR/Bank of America Portfolio Whole Loan Special Servicer,
LaSalle Bank National Association, as Trustee and ABN AMRO Bank N.V., as Fiscal
Agent. 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.


                                     A-8-3
<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 2003-C3
(the "Certificates") are limited in right of distribution to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and 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.


                                     A-8-4
<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 AFR/Bank
of America Whole Loan Special Servicer, the Trustee, the Fiscal Agent, 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 Fiscal Agent,
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, the AFR/Bank of America
Whole Loan Special Servicer, the Trustee and the Fiscal Agent thereunder and the
rights of the Certificateholders thereunder, at any time by the Depositor, the
Master Servicer, the Special Servicer, the AFR/Bank of America Whole Loan
Special Servicer, the Trustee and the Fiscal Agent 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.


                                     A-8-5
<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.


                                     A-8-6
<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.


                                     A-8-7
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                               LaSalle Bank National Association, as Trustee

                               By:
                                  ----------------------------------------------
                                               Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class E Certificates referred to in the
within-mentioned Agreement.

Dated:  December 18, 2003

                               LaSalle Bank National Association, as Certificate
                               Registrar

                               By:
                                  ----------------------------------------------
                                               Authorized Officer


                                     A-8-8
<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.


                                     A-8-9
<PAGE>

                                                                     EXHIBIT A-9

                          FORM OF CLASS X-1 CERTIFICATE

                               CLASS X-1 MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-C3

      evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<S>                                               <C>
Pass-Through Rate:  Variable                      Certificate Notional Amount of this Class X-1
                                                  Certificate as of the Issue Date:
                                                  $1,333,648,872

Date of Pooling and Servicing Agreement:          Class Notional Amount of all the Class X-1
December 1, 2003                                  Certificates as of the Issue Date:
                                                  $1,333,648,872

Cut-off Date:  With respect to any Mortgage       Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in      Mortgage Loans as of their respective Cut-off
December 2003                                     Dates, after deducting payments of principal
                                                  due on or before such date, whether or not
                                                  received:  $1,333,648,872

Issue Date December 18, 2003

First Distribution Date:  January 10, 2004        Trustee:  LaSalle Bank National Association
Master Servicer: GMAC Commercial Mortgage         CUSIP No. 361849 A8 5
Corporation

Special Servicer: Lennar Partners, Inc.           ISIN No. US361849A851

AFR/Bank of America Portfolio Whole Loan
Special Servicer: Midland Loan Services, Inc.

Certificate No. X-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


                                     A-9-1
<PAGE>

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 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., MIDLAND LOAN SERVICES, INC., LASALLE BANK NATIONAL
ASSOCIATION, ABN AMRO N.V. 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.


                                     A-9-2
<PAGE>

            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 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, Midland Loan Services, Inc., as AFR/Bank of America
Portfolio Whole Loan Special Servicer, LaSalle Bank National Association, as
Trustee and ABN AMRO Bank N.V., as Fiscal Agent. 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 2003-C3
(the "Certificates") are limited in right of distribution to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and 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.


                                     A-9-3
<PAGE>

            The Class X-1 Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class X-1 Certificates are exchangeable for new Class X-1 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this 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


                                     A-9-4
<PAGE>

accounts in which such plans, accounts or arrangements are invested, that is
subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any
Person who is directly or indirectly purchasing such Certificate or interest
therein on behalf of, as named fiduciary of, as trustee of, or with "plan
assets" of a Plan, unless: such Plan qualifies as an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act and either (1)
at the time of such transfer, such Certificate continues to be rated in one of
the top four rating categories by at least one Rating Agency or (2) such Plan is
an "insurance company general account" (within the meaning of PTE 95-60) and the
conditions set forth in Sections I and III of PTE 95-60 have been satisfied as
of the date of acquisition of such Certificate. Each purchaser or transferee
that is a Plan or is investing on behalf of or with "plan assets" of a Plan will
be deemed to have represented that the foregoing conditions have been satisfied.

            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 AFR/Bank
of America Whole Loan Special Servicer, the Trustee, the Fiscal Agent, 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 Fiscal Agent,
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.


                                     A-9-5
<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, the AFR/Bank of America
Whole Loan Special Servicer, the Trustee and the Fiscal Agent thereunder and the
rights of the Certificateholders thereunder, at any time by the Depositor, the
Master Servicer, the Special Servicer, the AFR/Bank of America Whole Loan
Special Servicer, the Trustee and the Fiscal Agent 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.


                                     A-9-6
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                               LaSalle Bank National Association,
                               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:  December 18, 2003

                               LaSalle Bank National Association,
                               as Certificate Registrar

                               By:
                                  ----------------------------------------------
                                             Authorized Officer


                                     A-9-7
<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.


                                     A-9-8
<PAGE>

                                                                    EXHIBIT A-10

                          FORM OF CLASS X-2 CERTIFICATE

                               CLASS X-2 MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-C3

      evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<S>                                               <C>
Pass-Through Rate: Variable                       Certificate Notional Amount of this Class X-2
                                                  Certificate as of the Issue Date:
                                                  $1,280,535,000

Date of Pooling and Servicing Agreement:          Notional Amount of all the Class X-2
December 1, 2003                                  Certificates as of the Issue Date:
                                                  $1,280,535,000

Cut-off Date:  With respect to any Mortgage       Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in      Mortgage Loans as of their respective Cut-off
December 2003                                     Dates, after deducting payments of principal
                                                  due on or before such date, whether or not
                                                  received: $1,333,648,872

Issue Date:  December 18, 2003

First Distribution Date:  January 10, 2004        Trustee:  LaSalle Bank National Association

Master Servicer: GMAC Commercial Mortgage         CUSIP No. 361849A93
Corporation

Special Servicer: Lennar Partners, Inc.           ISIN No. US361849A935

AFR/Bank of America Portfolio Whole Loan
Special Servicer: Midland Loan Services, Inc.

Certificate No. X-2
</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


                                     A-10-1
<PAGE>

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 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., MIDLAND LOAN SERVICES, INC., LASALLE BANK NATIONAL
ASSOCIATION, ABN AMRO BANK N.V. 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.


                                     A-10-2
<PAGE>

            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 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, Midland Loan Services, Inc., as AFR/Bank of America
Portfolio Whole Loan Special Servicer, LaSalle Bank National Association, as
Trustee and ABN AMRO Bank N.V., as Fiscal Agent. 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 2003-C3
(the "Certificates") are limited in right of distribution to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and 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.


                                     A-10-3
<PAGE>

            The Class X-2 Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class X-2 Certificates are exchangeable for new Class X-2 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this 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


                                     A-10-4
<PAGE>

accounts in which such plans, accounts or arrangements are invested, that is
subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any
Person who is directly or indirectly purchasing such Certificate or interest
therein on behalf of, as named fiduciary of, as trustee of, or with "plan
assets" of a Plan, unless: such Plan qualifies as an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act and either (1)
at the time of such transfer, such Certificate continues to be rated in one of
the top four rating categories by at least one Rating Agency or (2) such Plan is
an "insurance company general account" (within the meaning of PTE 95-60) and the
conditions set forth in Sections I and III of PTE 95-60 have been satisfied as
of the date of acquisition of such Certificate. Each purchaser or transferee
that is a Plan or is investing on behalf of or with "plan assets" of a Plan will
be deemed to have represented that the foregoing conditions have been satisfied.

            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 AFR/Bank
of America Whole Loan Special Servicer, the Trustee, the Fiscal Agent, 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 Fiscal Agent,
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.


                                     A-10-5
<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, the AFR/Bank of America
Whole Loan Special Servicer, the Trustee and the Fiscal Agent thereunder and the
rights of the Certificateholders thereunder, at any time by the Depositor, the
Master Servicer, the Special Servicer, the AFR/Bank of America Whole Loan
Special Servicer, the Trustee and the Fiscal Agent 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.


                                     A-10-6
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                                LaSalle Bank National Association,
                                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:  December 18, 2003

                                LaSalle Bank National Association,
                                as Certificate Registrar

                                By:
                                   ---------------------------------------------
                                              Authorized Officer


                                     A-10-7
<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.


                                     A-10-8
<PAGE>

                                                                    EXHIBIT A-11

                         FORM OF CLASS A-1A CERTIFICATE

                               CLASS A-1A MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-C3

      evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<S>                                               <C>
Pass-Through Rate:  4.525%                        Certificate Principal Balance of this
                                                  Class A-1A Certificate as of the Issue
                                                  Date: $226,005,000

Date of Pooling and Servicing Agreement:          Class Principal Balance of all the Class A-1A
December 1, 2003                                  Certificates as of the Issue Date:
                                                  $226,005,000

Cut-off Date:  With respect to any Mortgage       Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in      Mortgage Pool as of the respective Cut-off
December 2003                                     Dates of the Mortgage Loans, after deducting
                                                  payments of principal due on or before such
                                                  date, whether or not received: $1,333,648,872
Issue Date:  December 18, 2003

First Distribution Date:  January 10, 2004        Trustee:  LaSalle Bank National Association

Master Servicer: GMAC Commercial Mortgage         CUSIP No. 361849 C4 2
Corporation

Special Servicer: Lennar Partners, Inc.           ISIN No. US361849C428

AFR/Bank of America Portfolio Whole Loan
Special Servicer: Midland Loan Services, Inc.

Certificate No. A-1A
</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


                                     A-11-1
<PAGE>

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 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., MIDLAND LOAN SERVICES, INC., LASALLE BANK NATIONAL
ASSOCIATION, ABN AMRO BANK N.V. 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.,


                                     A-11-2
<PAGE>

as Depositor, GMAC Commercial Mortgage Corporation, as Master Servicer, Lennar
Partners, Inc., as Special Servicer, Midland Loan Services, Inc., as AFR/Bank of
America Portfolio Whole Loan Special Servicer, LaSalle Bank National
Association, as Trustee and ABN AMRO Bank N.V., as Fiscal Agent. 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-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 2003-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and the Distribution


                                     A-11-3
<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-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-1A Certificate 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


                                     A-11-4
<PAGE>

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 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 AFR/Bank
of America Whole Loan Special Servicer, the Trustee, the Fiscal Agent, 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 Fiscal Agent,
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


                                     A-11-5
<PAGE>

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, the AFR/Bank of America
Whole Loan Special Servicer, the Trustee and the Fiscal Agent thereunder and the
rights of the Certificateholders thereunder, at any time by the Depositor, the
Master Servicer, the Special Servicer, the AFR/Bank of America Whole Loan
Special Servicer, the Trustee and the Fiscal Agent 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.


                                     A-11-6
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                               LaSalle Bank National Association,
                               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:  December 18, 2003

                               LaSalle Bank National Association,
                               as Certificate Registrar

                               By:
                                  ----------------------------------------------
                                             Authorized Officer


                                     A-11-7
<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.


                                     A-11-8
<PAGE>

                                                                    EXHIBIT A-12

                           FORM OF CLASS F CERTIFICATE

                                CLASS F MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-C3

      evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<S>                                               <C>
Pass-Through Rate: Lesser of 5.533% per annum     Certificate Principal Balance of this Class F
or the Weighted Average Net Mortgage Rate         Certificate as of the Issue Date: $23,339,000

Date of Pooling and Servicing Agreement:          Class Principal Balance of all the Class F
December 1, 2003                                  Certificates as of the Issue Date: $23,339,000

Cut-off Date:  With respect to any Mortgage       Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in      Mortgage Pool as of the respective Cut-off
December 2003                                     Dates of the Mortgage Loans, after deducting
                                                  payments of principal due on or before such
                                                  date, whether or not received: $1,333,648,872
Issue Date:  December 18, 2003

First Distribution Date:  January 10, 2004        Trustee:  LaSalle Bank National Association

Master Servicer: GMAC Commercial Mortgage         CUSIP No. 361849 ZY 1
Corporation

Special Servicer: Lennar Partners, Inc.           ISIN No. US361849ZY10

AFR/Bank of America Portfolio Whole Loan
Special Servicer: Midland Loan Services, Inc.
Certificate No. F-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


                                     A-12-1
<PAGE>

PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LENNAR PARTNERS, INC., MIDLAND LOAN SERVICES, INC., LASALLE BANK NATIONAL
ASSOCIATION, ABN AMRO BANK N.V. 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,


                                     A-12-2
<PAGE>

CLASS B, CLASS C, CLASS D AND CLASS E CERTIFICATES OF THE SAME SERIES. IN
ADDITION, FOLLOWING THE DATE ON WHICH THE AGGREGATE CERTIFICATE PRINCIPAL
BALANCES OF THE CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N,
CLASS O 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, Midland Loan
Services, Inc., as AFR/Bank of America Portfolio Whole Loan Special Servicer,
LaSalle Bank National Association, as Trustee and ABN AMRO Bank N.V., as Fiscal
Agent. 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


                                     A-12-3
<PAGE>

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 2003-C3
(the "Certificates") are limited in right of distribution to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and 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


                                     A-12-4
<PAGE>

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 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 AFR/Bank
of America Whole Loan


                                     A-12-5
<PAGE>

Special Servicer, the Trustee, the Fiscal Agent, 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 Fiscal Agent, 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, the AFR/Bank of America
Whole Loan Special Servicer, the Trustee and the Fiscal Agent thereunder and the
rights of the Certificateholders thereunder, at any time by the Depositor, the
Master Servicer, the Special Servicer, the AFR/Bank of America Whole Loan
Special Servicer, the Trustee and the Fiscal Agent 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


                                     A-12-6
<PAGE>

obligations, rights and remedies of the Holder hereof shall be determined in
accordance with such laws.


                                     A-12-7
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                               LaSalle Bank National Association, as Trustee

                               By:
                                  ----------------------------------------------
                                                 Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class F Certificates referred to in the
within-mentioned Agreement.

Dated:  December 18, 2003

                               LaSalle Bank National Association, as Certificate
                               Registrar

                               By:
                                  ----------------------------------------------
                                                  Authorized Officer


                                     A-12-8
<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.


                                     A-12-9
<PAGE>

                                                                    EXHIBIT A-13

                           FORM OF CLASS G CERTIFICATE

                                CLASS G MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-C3

      evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<S>                                               <C>
Pass-Through Rate: Lesser of 5.517% per annum     Certificate Principal Balance of this Class G
or the Weighted Average Net Mortgage Rate         Certificate as of the Issue Date: $13,336,000

Date of Pooling and Servicing Agreement:          Class Principal Balance of all the Class G
December 1, 2003                                  Certificates as of the Issue Date: $13,336,000

Cut-off Date:  With respect to any Mortgage       Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in      Mortgage Pool as of the respective Cut-off
December 2003                                     Dates of the Mortgage Loans, after deducting
                                                  payments of principal due on or before such
                                                  date, whether or not received: $1,333,648,872
Issue Date:  December 18, 2003

First Distribution Date: January 10, 2004         Trustee:  LaSalle Bank National Association

Master Servicer: GMAC Commercial Mortgage         CUSIP No. 361849 B2 7
Corporation

Special Servicer: Lennar Partners, Inc.           ISIN No. US361849B271

AFR/Bank of America Portfolio Whole Loan
Special Servicer: Midland Loan Services, Inc.

Certificate No. G-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


                                     A-13-1
<PAGE>

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 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., MIDLAND LOAN SERVICES, INC., LASALLE BANK NATIONAL
ASSOCIATION, ABN AMRO BANK N.V. 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


                                     A-13-2
<PAGE>

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 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, Midland Loan
Services, Inc., as AFR/Bank of America Portfolio Whole Loan Special Servicer,
LaSalle Bank National Association, as Trustee and ABN AMRO Bank N.V., as Fiscal
Agent. 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


                                     A-13-3
<PAGE>

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 2003-C3
(the "Certificates") are limited in right of distribution to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and 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


                                     A-13-4
<PAGE>

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 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.


                                     A-13-5
<PAGE>

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the AFR/Bank
of America Whole Loan Special Servicer, the Trustee, the Fiscal Agent, 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 Fiscal Agent,
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, the AFR/Bank of America
Whole Loan Special Servicer, the Trustee and the Fiscal Agent thereunder and the
rights of the Certificateholders thereunder, at any time by the Depositor, the
Master Servicer, the Special Servicer, the AFR/Bank of America Whole Loan
Special Servicer, the Trustee and the Fiscal Agent 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.


                                     A-13-6
<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.


                                     A-13-7
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                               LaSalle Bank National Association, as Trustee

                               By:
                                  ----------------------------------------------
                                              Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class G Certificates referred to in the
within-mentioned Agreement.

Dated:  December 18, 2003

                              LaSalle Bank National Association, as Certificate
                              Registrar

                              By:
                                 -----------------------------------------------
                                              Authorized Officer


                                     A-13-8
<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.


                                     A-13-9
<PAGE>

                                                                    EXHIBIT A-14

                           FORM OF CLASS H CERTIFICATE

                                CLASS H MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-C3

      evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<S>                                               <C>
Pass-Through Rate: Weighted Average Net           Certificate Principal Balance of this Class H
Mortgage Rate                                     Certificate as of the Issue Date:  $16,671,000

Date of Pooling and Servicing Agreement:          Class Principal Balance of all the Class H
December 1, 2003                                  Certificates as of the Issue Date:
                                                  $16,671,000

Cut-off Date:  With respect to any Mortgage       Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in      Mortgage Pool as of the respective Cut-off
December 2003                                     Dates of the Mortgage Loans, after deducting
                                                  payments of principal due on or before such
                                                  date, whether or not received:  $1,333,648,872
Issue Date:  December 18, 2003

First Distribution Date:  January 10, 2004        Trustee:  LaSalle Bank National Association

Master Servicer: GMAC Commercial Mortgage         CUSIP No. 361849 B3 5
Corporation

Special Servicer: Lennar Partners, Inc.           ISIN No. US361849B354

AFR/Bank of America Portfolio Whole Loan
Special Servicer: Midland Loan Services, Inc.

Certificate No. H-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


                                     A-14-1
<PAGE>

REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LENNAR PARTNERS, INC., MIDLAND LOAN SERVICES, INC., LASALLE BANK NATIONAL
ASSOCIATION, ABN AMRO BANK N.V. 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


                                     A-14-2
<PAGE>

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 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, Midland Loan
Services, Inc., as AFR/Bank of America Portfolio Whole Loan Special Servicer,
LaSalle Bank National Association, as Trustee and ABN AMRO Bank N.V., as Fiscal
Agent. 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


                                     A-14-3
<PAGE>

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 2003-C3
(the "Certificates") are limited in right of distribution to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and 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


                                     A-14-4
<PAGE>

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 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 AFR/Bank
of America Whole Loan Special Servicer, the Trustee, the Fiscal Agent, the
Certificate Registrar and any agents of any of


                                     A-14-5
<PAGE>

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 Fiscal Agent, 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, the AFR/Bank of America
Whole Loan Special Servicer, the Trustee and the Fiscal Agent thereunder and the
rights of the Certificateholders thereunder, at any time by the Depositor, the
Master Servicer, the Special Servicer, the AFR/Bank of America Whole Loan
Special Servicer, the Trustee and the Fiscal Agent 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.


                                     A-14-6
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                               LaSalle Bank National Association, as Trustee

                               By:
                                  ----------------------------------------------
                                               Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class H Certificates referred to in the
within-mentioned Agreement.

Dated:  December 18, 2003

                              LaSalle Bank National Association, as Certificate
                              Registrar

                              By:
                                 -----------------------------------------------
                                              Authorized Officer


                                     A-14-7
<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.


                                     A-14-8
<PAGE>

                                                                    EXHIBIT A-15

                           FORM OF CLASS J CERTIFICATE

                                CLASS J MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-C3

      evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<S>                                               <C>
Pass-Through Rate: Lesser of 5.336% per annum     Certificate Principal Balance of this Class J
or the Weighted Average Net Mortgage Rate         Certificate as of the Issue Date:  $13,336,000

Date of Pooling and Servicing Agreement:          Class Principal Balance of all the Class J
December 1, 2003                                  Certificates as of the Issue Date:
                                                  $13,336,000

Cut-off Date:  With respect to any Mortgage       Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in      Mortgage Pool as of the respective Cut-off
December 2003                                     Dates of the Mortgage Loans, after deducting
                                                  payments of principal due on or before such
                                                  date, whether or not received: $1,333,648,872
Issue Date:  December 18, 2003

First Distribution Date: January 10, 2004         Trustee:  LaSalle Bank National Association
Master Servicer: GMAC Commercial Mortgage         CUSIP No. 361849 B4 3
Corporation

Special Servicer: Lennar Partners, Inc.           ISIN No. US361849B438

AFR/Bank of America Portfolio Whole Loan
Special Servicer: Midland Loan Services, Inc.

Certificate No. J-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


                                     A-15-1
<PAGE>

PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LENNAR PARTNERS, INC., MIDLAND LOAN SERVICES, INC., LASALLE BANK NATIONAL
ASSOCIATION, ABN AMRO BANK N.V. 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


                                     A-15-2
<PAGE>

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 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, Midland Loan
Services, Inc., as AFR/Bank of America Portfolio Whole Loan Special Servicer,
LaSalle Bank National Association, as Trustee and ABN AMRO Bank N.V., as Fiscal
Agent. 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


                                     A-15-3
<PAGE>

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 2003-C3
(the "Certificates") are limited in right of distribution to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and 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


                                     A-15-4
<PAGE>

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 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.


                                     A-15-5
<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 AFR/Bank
of America Whole Loan Special Servicer, the Trustee, the Fiscal Agent, 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 Fiscal Agent,
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, the AFR/Bank of America
Whole Loan Special Servicer, the Trustee and the Fiscal Agent thereunder and the
rights of the Certificateholders thereunder, at any time by the Depositor, the
Master Servicer, the Special Servicer, the AFR/Bank of America Whole Loan
Special Servicer, the Trustee and the Fiscal Agent 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.


                                     A-15-6
<PAGE>

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.


                                     A-15-7
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                               LaSalle Bank National Association, as Trustee

                               By:
                                  ----------------------------------------------
                                               Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class J Certificates referred to in the
within-mentioned Agreement.

Dated:  December 18, 2003

                               LaSalle Bank National Association, as Certificate
                               Registrar

                               By:
                                  ----------------------------------------------
                                               Authorized Officer


                                     A-15-8
<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.


                                     A-15-9
<PAGE>

                                                                    EXHIBIT A-16

                           FORM OF CLASS K CERTIFICATE

                                CLASS K MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-C3

      evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<S>                                               <C>
Pass-Through Rate: Lesser of 5.336% per annum     Certificate Principal Balance of this Class K
or the Weighted Average Net Mortgage Rate         Certificate as of the Issue Date:  $8,336,000

Date of Pooling and Servicing Agreement:          Class Principal Balance of all the Class K
December 1, 2003                                  Certificates as of the Issue Date:  $8,336,000

Cut-off Date:  With respect to any Mortgage       Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in      Mortgage Pool as of the respective Cut-off
December 2003                                     Dates of the Mortgage Loans, after deducting
                                                  payments of principal due on or before such
                                                  date, whether or not received: $1,333,648,872
Issue Date:  December 18, 2003

First Distribution Date:  January 10, 2004        Trustee:  LaSalle Bank National Association

Master Servicer: GMAC Commercial Mortgage         CUSIP No. 361849 B5 0
Corporation

Special Servicer: Lennar Partners, Inc.           ISIN No. US361849B503

AFR/Bank of America Portfolio Whole Loan
Special Servicer: Midland Loan Services, Inc.

Certificate No. K-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


                                     A-16-1
<PAGE>

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 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., MIDLAND LOAN SERVICES, INC., LASALLE BANK NATIONAL
ASSOCIATION, ABN AMRO BANK N.V. 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.


                                     A-16-2
<PAGE>

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, 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, Midland Loan
Services, Inc., as AFR/Bank of America Portfolio Whole Loan Special Servicer,
LaSalle Bank National Association, as Trustee and ABN AMRO Bank N.V., as Fiscal
Agent. 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


                                     A-16-3
<PAGE>

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 2003-C3
(the "Certificates") are limited in right of distribution to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and 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


                                     A-16-4
<PAGE>

to effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class K Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
K Certificates for its own account or for the account of a qualified
institutional buyer, and that it understands that such Class K Certificates may
be resold, pledged or transferred only (a) to a person reasonably believed to be
a qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act. None
of the Depositor, the Trustee or the Certificate 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


                                     A-16-5
<PAGE>

sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Class K Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the AFR/Bank
of America Whole Loan Special Servicer, the Trustee, the Fiscal Agent, 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 Fiscal Agent,
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, the AFR/Bank of America
Whole Loan Special Servicer, the Trustee and the Fiscal Agent thereunder and the
rights of the Certificateholders thereunder, at any time by the Depositor, the
Master Servicer, the Special Servicer, the AFR/Bank of America Whole Loan
Special Servicer, the Trustee and the Fiscal Agent 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.


                                     A-16-6
<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.


                                     A-16-7
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                               LaSalle Bank National Association, as Trustee

                               By:
                                  ----------------------------------------------
                                             Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class K Certificates referred to in the
within-mentioned Agreement.

Dated: December 18, 2003

                               LaSalle Bank National Association, as Certificate
                               Registrar

                               By:
                                  ----------------------------------------------
                                              Authorized Officer


                                     A-16-8
<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.


                                     A-16-9
<PAGE>

                                                                    EXHIBIT A-17

                           FORM OF CLASS L CERTIFICATE

                                CLASS L MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-C3

      evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<S>                                               <C>
Pass-Through Rate: Lesser of 5.336% per annum     Certificate Principal Balance of this Class L
or the Weighted Average Net Mortgage Rate         Certificate as of the Issue Date:  $6,668,000

Date of Pooling and Servicing Agreement:          Class Principal Balance of all the Class L
December 1, 2003                                  Certificates as of the Issue Date:  $6,668,000

Cut-off Date:  With respect to any Mortgage       Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in      Mortgage Pool as of the respective Cut-off
December 2003                                     Dates of the Mortgage Loans, after deducting
                                                  payments of principal due on or before such
                                                  date, whether or not received: $1,333,648,872
Issue Date:  December 18, 2003

First Distribution Date:  January 10, 2004        Trustee:  LaSalle Bank National Association

Master Servicer: GMAC Commercial Mortgage         CUSIP No. 361849 B6 8
Corporation

Special Servicer: Lennar Partners, Inc.           ISIN No. US361849B685

AFR/Bank of America Portfolio Whole Loan
Special Servicer: Midland Loan Services, Inc.

Certificate No. L-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


                                     A-17-1
<PAGE>

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 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., MIDLAND LOAN SERVICES, INC., LASALLE BANK NATIONAL
ASSOCIATION, ABN AMRO BANK N.V. 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.


                                     A-17-2
<PAGE>

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, 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, Midland Loan
Services, Inc., as AFR/Bank of America Portfolio Whole Loan Special Servicer,
LaSalle Bank National Association, as Trustee and ABN AMRO Bank N.V., as Fiscal
Agent. 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


                                     A-17-3
<PAGE>

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 2003-C3
(the "Certificates") are limited in right of distribution to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and 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


                                     A-17-4
<PAGE>

to effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class L Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
L Certificates for its own account or for 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


                                     A-17-5
<PAGE>

sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Class L Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the AFR/Bank
of America Whole Loan Special Servicer, the Trustee, the Fiscal Agent, 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 Fiscal Agent,
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, the AFR/Bank of America
Whole Loan Special Servicer, the Trustee and the Fiscal Agent thereunder and the
rights of the Certificateholders thereunder, at any time by the Depositor, the
Master Servicer, the Special Servicer, the AFR/Bank of America Whole Loan
Special Servicer, the Trustee and the Fiscal Agent 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.


                                     A-17-6
<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.


                                     A-17-7
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                               LaSalle Bank National Association, as Trustee

                               By:
                                  ----------------------------------------------
                                              Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

               This is one of the Class L Certificates referred to in the
within-mentioned Agreement.

Dated: December 18, 2003

                               LaSalle Bank National Association, as Certificate
                               Registrar

                               By:
                                  ----------------------------------------------
                                              Authorized Officer


                                     A-17-8
<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.


                                     A-17-9
<PAGE>

                                                                    EXHIBIT A-18

                           FORM OF CLASS M CERTIFICATE

                                CLASS M MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-C3

      evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<S>                                               <C>
Pass-Through Rate: Lesser of 5.336% per annum     Certificate Principal Balance of this Class M
or the Weighted Average Net Mortgage Rate         Certificate as of the Issue Date: $10,002,000

Date of Pooling and Servicing Agreement:          Class Principal Balance of all the Class M
December 1, 2003                                  Certificates as of the Issue Date: $10,002,000

Cut-off Date:  With respect to any Mortgage       Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in      Mortgage Pool as of the respective Cut-off
December  2003                                    Dates of the Mortgage Loans, after deducting
                                                  payments of principal due on or before such
                                                  date, whether or not received: $1,333,648,872
Issue Date:  December 18, 2003

First Distribution Date:  January 10, 2004        Trustee:  LaSalle Bank National Association

Master Servicer: GMAC Commercial Mortgage         CUSIP No. 361849 B7 6
Corporation

Special Servicer: Lennar Partners, Inc.           ISIN No. US361849B768

AFR/Bank of America Portfolio Whole Loan
Special Servicer: Midland Loan Services, Inc.

Certificate No. M-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


                                     A-18-1
<PAGE>

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 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., MIDLAND LOAN SERVICES, INC., LASALLE BANK NATIONAL
ASSOCIATION, ABN AMRO BANK N.V. 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.


                                     A-18-2
<PAGE>

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 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, Midland Loan
Services, Inc., as AFR/Bank of America Portfolio Whole Loan Special Servicer,
LaSalle Bank National Association, as Trustee and ABN AMRO Bank N.V., as Fiscal
Agent. 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


                                     A-18-3
<PAGE>

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 2003-C3
(the "Certificates") are limited in right of distribution to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and 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


                                     A-18-4
<PAGE>

to effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class M Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
M Certificates for its own account or for the account of a qualified
institutional buyer, and that it understands that such Class M Certificates may
be resold, pledged or transferred only (a) to a person reasonably believed to be
a qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act. None
of the Depositor, the Trustee or the Certificate 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


                                     A-18-5
<PAGE>

sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Class M Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the AFR/Bank
of America Whole Loan Special Servicer, the Trustee, the Fiscal Agent, 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 Fiscal Agent,
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, the AFR/Bank of America
Whole Loan Special Servicer, the Trustee and the Fiscal Agent thereunder and the
rights of the Certificateholders thereunder, at any time by the Depositor, the
Master Servicer, the Special Servicer, the AFR/Bank of America Whole Loan
Special Servicer, the Trustee and the Fiscal Agent 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.


                                     A-18-6
<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.


                                     A-18-7
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                               LaSalle Bank National Association, as Trustee

                               By:
                                  ----------------------------------------------
                                              Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class M Certificates referred to in the
within-mentioned Agreement.

Dated:  December 18, 2003

                              LaSalle Bank National Association, as Certificate
                              Registrar

                              By:
                                 -----------------------------------------------
                                              Authorized Officer


                                     A-18-8
<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.


                                     A-18-9
<PAGE>

                                                                    EXHIBIT A-19

                           FORM OF CLASS N CERTIFICATE

                                CLASS N MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-C3

      evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>

<S>                                               <C>
Pass-Through Rate: Lesser of 5.336% per annum     Certificate Principal Balance of this Class N
or the Weighted Average Net Mortgage Rate         Certificate as of the Issue Date:  $5,001,000

Date of Pooling and Servicing Agreement:          Class Principal Balance of all the Class N
December 1, 2003                                  Certificates as of the Issue Date:  $5,001,000

Cut-off Date:  With respect to any Mortgage       Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in      Mortgage Pool as of the respective Cut-off
December 2003                                     Dates of the Mortgage Loans, after deducting
                                                  payments of principal due on or before such
                                                  date, whether or not received: $1,333,648,872
Issue Date: December 18, 2003

First Distribution Date:  January 10, 2004        Trustee:  LaSalle Bank National Association

Master Servicer: GMAC Commercial Mortgage         CUSIP No. 361849 B8 4
Corporation

Special Servicer: Lennar Partners, Inc.           ISIN No. US361849B842

AFR/Bank of America Portfolio Whole Loan
Special Servicer: Midland Loan Services, Inc.

Certificate No. N-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


                                     A-19-1
<PAGE>

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 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., MIDLAND LOAN SERVICES, INC., LASALLE BANK NATIONAL
ASSOCIATION, ABN AMRO BANK N.V. 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.


                                     A-19-2
<PAGE>

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 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, Midland Loan
Services, Inc., as AFR/Bank of America Portfolio Whole Loan Special Servicer,
LaSalle Bank National Association, as Trustee and ABN AMRO Bank N.V., as Fiscal
Agent. 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


                                     A-19-3
<PAGE>

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 2003-C3
(the "Certificates") are limited in right of distribution to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and 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


                                     A-19-4
<PAGE>

to effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class N Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
N Certificates for its own account or for 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


                                     A-19-5
<PAGE>

sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Class N Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the AFR/Bank
of America Whole Loan Special Servicer, the Trustee, the Fiscal Agent, 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 Fiscal Agent,
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, the AFR/Bank of America
Whole Loan Special Servicer, the Trustee and the Fiscal Agent thereunder and the
rights of the Certificateholders thereunder, at any time by the Depositor, the
Master Servicer, the Special Servicer, the AFR/Bank of America Whole Loan
Special Servicer, the Trustee and the Fiscal Agent 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.


                                     A-19-6
<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.


                                     A-19-7
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                               LaSalle Bank National Association, as Trustee

                               By:
                                  -------------------------------------------
                                              Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class N Certificates referred to in the
within-mentioned Agreement.

Dated:  December 18, 2003

                               LaSalle Bank National Association, as Certificate
                               Registrar

                               By:
                                  ----------------------------------------------
                                               Authorized Officer


                                     A-19-8
<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.


                                     A-19-9
<PAGE>

                                                                    EXHIBIT A-20

                           FORM OF CLASS O CERTIFICATE

                                CLASS O MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-C3

      evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<S>                                               <C>
Pass-Through Rate: Lesser of 5.336% per annum     Certificate Principal Balance of this Class O
or the Weighted Average Net Mortgage Rate         Certificate as of the Issue Date: $5,002,000

Date of Pooling and Servicing Agreement:          Class Principal Balance of all the Class O
December 1, 2003                                  Certificates as of the Issue Date:  $5,002,000

Cut-off Date:  With respect to any Mortgage       Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in      Mortgage Pool as of the respective Cut-off
December 2003                                     Dates of the Mortgage Loans, after deducting
                                                  payments of principal due on or before such
                                                  date, whether or not received: $1,333,648,872
Issue Date:  December 18, 2003

First Distribution Date:  January 10, 2004        Trustee:  LaSalle Bank National Association

Master Servicer: GMAC Commercial Mortgage         CUSIP No. 361849 B9 2
Corporation

Special Servicer: Lennar Partners, Inc.           ISIN No. US361849B925

AFR/Bank of America Portfolio Whole Loan
Special Servicer: Midland Loan Services, Inc.

Certificate No. O-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


                                     A-20-1
<PAGE>

PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LENNAR PARTNERS, INC., MIDLAND LOAN SERVICES, INC., LASALLE BANK NATIONAL
ASSOCIATION, ABN AMRO BANK N.V. 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


                                     A-20-2
<PAGE>

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 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, Midland Loan
Services, Inc., as AFR/Bank of America Portfolio Whole Loan Special Servicer,
LaSalle Bank National Association, as Trustee and ABN AMRO Bank N.V., as Fiscal
Agent. 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


                                     A-20-3
<PAGE>

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 2003-C3
(the "Certificates") are limited in right of distribution to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and 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


                                     A-20-4
<PAGE>

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 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.


                                     A-20-5
<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 AFR/Bank
of America Whole Loan Special Servicer, the Trustee, the Fiscal Agent, 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 Fiscal Agent,
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, the AFR/Bank of America
Whole Loan Special Servicer, the Trustee and the Fiscal Agent thereunder and the
rights of the Certificateholders thereunder, at any time by the Depositor, the
Master Servicer, the Special Servicer, the AFR/Bank of America Whole Loan
Special Servicer, the Trustee and the Fiscal Agent 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.


                                     A-20-6
<PAGE>

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.


                                     A-20-7
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                               LaSalle Bank National Association, as Trustee

                               By:
                                  ----------------------------------------------
                                             Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class O Certificates referred to in the
within-mentioned Agreement.

Dated:  December 18, 2003

                               LaSalle Bank National Association, as Certificate
                               Registrar

                               By:
                                  ----------------------------------------------
                                              Authorized Officer


                                     A-20-8
<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.


                                     A-20-9
<PAGE>

                                                                    EXHIBIT A-21

                           FORM OF CLASS P CERTIFICATE

                                CLASS P MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-C3

      evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<S>                                               <C>
Pass-Through Rate: Lesser of 5.336% per annum     Certificate Principal Balance of this Class P
or the Weighted Average Net Mortgage Rate         Certificate as of the Issue Date:  $21,672,872

Date of Pooling and Servicing Agreement:          Class Principal Balance of all the Class P
December 1, 2003                                  Certificates as of the Issue Date:
                                                  $21,672,872

Cut-off Date:  With respect to any Mortgage       Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in      Mortgage Pool as of the respective Cut-off
December 2003                                     Dates of the Mortgage Loans, after deducting
                                                  payments of principal due on or before such
                                                  date, whether or not received: $1,333,648,872
Issue Date:  December 18, 2003

First Distribution Date:  January 10, 2004        Trustee:  LaSalle Bank National Association

Master Servicer: GMAC Commercial Mortgage         CUSIP No. 361849 C2 6
Corporation

Special Servicer: Lennar Partners, Inc.           ISIN No. US361849C261

AFR/Bank of America Portfolio Whole Loan
Special Servicer: Midland Loan Services, Inc.

Certificate No. P-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


                                     A-21-1
<PAGE>

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 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., MIDLAND LOAN SERVICES, INC., LASALLE BANK NATIONAL
ASSOCIATION, ABN AMRO BANK N.V. 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.


                                     A-21-2
<PAGE>

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 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, Midland Loan
Services, Inc., as AFR/Bank of America Portfolio Whole Loan Special Servicer,
LaSalle Bank National Association, as Trustee and ABN AMRO Bank N.V., as Fiscal
Agent. 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


                                     A-21-3
<PAGE>

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 2003-C3
(the "Certificates") are limited in right of distribution to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and 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


                                     A-21-4
<PAGE>

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 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


                                     A-21-5
<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 AFR/Bank
of America Whole Loan Special Servicer, the Trustee, the Fiscal Agent, 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 Fiscal Agent,
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, the AFR/Bank of America
Whole Loan Special Servicer, the Trustee and the Fiscal Agent thereunder and the
rights of the Certificateholders thereunder, at any time by the Depositor, the
Master Servicer, the Special Servicer, the AFR/Bank of America Whole Loan
Special Servicer, the Trustee and the Fiscal Agent 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.


                                     A-21-6
<PAGE>

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.


                                     A-21-7
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                               LaSalle Bank National Association, as Trustee

                               By:
                                  ----------------------------------------------
                                                Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class P Certificates referred to in the
within-mentioned Agreement.

Dated:  December 18, 2003

                               LaSalle Bank National Association, as Certificate
                               Registrar

                               By:
                                 -----------------------------------------------
                                               Authorized Officer


                                     A-21-8
<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.


                                     A-21-9
<PAGE>

                                                                    EXHIBIT A-22

                        FORM OF CLASS S-AFR1 CERTIFICATE

                              CLASS S-AFR1 MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-C3

      evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<S>                                               <C>
Pass-Through Rate: 5.387%                         Certificate Principal Balance of this Class
                                                  S-AFR1 Certificate as of the Issue Date:
                                                  $10,000,000

Date of Pooling and Servicing Agreement:          Class Principal Balance of all the Class
December 1, 2003                                  S-AFR1 Certificates as of the Issue Date:
                                                  $10,000,000

Cut-off Date:  With respect to any Mortgage       Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in      Mortgage Pool as of the respective Cut-off
December 2003                                     Dates of the Mortgage Loans, after deducting
                                                  payments of principal due on or before such
                                                  date, whether or not received:  $1,333,648,872
Issue Date:  December 18, 2003

First Distribution Date:  January 10, 2004        Trustee:  LaSalle Bank National Association

Master Servicer: GMAC Commercial Mortgage         CUSIP No. 361849 A4 4
Corporation

Special Servicer: Lennar Partners, Inc.           ISIN No. US361849A448

AFR/Bank of America Portfolio Whole Loan
Special Servicer: Midland Loan Services, Inc.

Certificate No. S-AFR1
</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


                                     A-22-1
<PAGE>

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 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., MIDLAND LOAN SERVICES, INC., LASALLE BANK NATIONAL
ASSOCIATION, ABN AMRO BANK N.V. 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.

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.


                                     A-22-2
<PAGE>

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, CLASS O AND CLASS P 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 S-AFR1 Certificate (obtained by
dividing the principal balance of this Class S-AFR1 Certificate (its
"Certificate Principal Balance") as of the Issue Date by the aggregate principal
balance of all the Class S-AFR1 Certificates (their "Class Principal Balance")
as of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class S-AFR1 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, Midland Loan Services, Inc., as AFR/Bank of America Portfolio Whole
Loan Special Servicer, LaSalle Bank National Association, as Trustee and ABN
AMRO Bank N.V., as Fiscal Agent. 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 S-AFR1 Certificates on the applicable Distribution Date pursuant to
the Agreement. All distributions made under the Agreement on any Class S-AFR1
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


                                     A-22-3
<PAGE>

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 2003-C3
(the "Certificates") are limited in right of distribution to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and 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 S-AFR1 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 S-AFR1 Certificates are exchangeable for new Class S-AFR1 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 S-AFR1 Certificates
in authorized denominations evidencing the same aggregate Percentage Interest
will be issued to the designated transferee or transferees.

            No transfer of any Class S-AFR1 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 S-AFR1
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 S-AFR1 Certificate shall be deemed to have represented by
such purchase that it is a "qualified


                                     A-22-4
<PAGE>

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 S-AFR1 Certificates for
its own account or for the account of a qualified institutional buyer, and that
it understands that such Class S-AFR1 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 S-AFR1 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 S-AFR1 Certificate without registration or qualification.
None of the Depositor, the Trustee or the Certificate Registrar is obligated to
register or qualify the Class S-AFR1 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 S-AFR1 Certificate without
registration or qualification. Any Class S-AFR1 Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class S-AFR1
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 S-AFR1 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 S-AFR1 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 S-AFR1 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 S-AFR1 Certificates.


                                     A-22-5
<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 AFR/Bank
of America Whole Loan Special Servicer, the Trustee, the Fiscal Agent, 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 Fiscal Agent,
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, the AFR/Bank of America
Whole Loan Special Servicer, the Trustee and the Fiscal Agent thereunder and the
rights of the Certificateholders thereunder, at any time by the Depositor, the
Master Servicer, the Special Servicer, the AFR/Bank of America Whole Loan
Special Servicer, the Trustee and the Fiscal Agent 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.


                                     A-22-6
<PAGE>

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.


                                     A-22-7
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                               LaSalle Bank National Association, as Trustee

                               By:
                                  ----------------------------------------------
                                                Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

               This is one of the Class S-AFR1 Certificates referred to in the
within-mentioned Agreement.

Dated:  December 18, 2003

                               LaSalle Bank National Association, as Certificate
                               Registrar

                               By:
                                  ----------------------------------------------
                                               Authorized Officer


                                     A-22-8
<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.


                                     A-22-9
<PAGE>

                                                                    EXHIBIT A-23

                        FORM OF CLASS S-AFR2 CERTIFICATE

                              CLASS S-AFR2 MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-C3

      evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<S>                                               <C>
Pass-Through Rate: 5.387%                         Certificate Principal Balance of this Class
                                                  S-AFR2 Certificate as of the Issue Date:
                                                  $22,000,000

Date of Pooling and Servicing Agreement:          Class Principal Balance of all the Class
December 1, 2003                                  S-AFR2 Certificates as of the Issue Date:
                                                  $22,000,000

Cut-off Date:  With respect to any Mortgage       Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in      Mortgage Pool as of the respective Cut-off
December 2003                                     Dates of the Mortgage Loans, after deducting
                                                  payments of principal due on or before such
                                                  date, whether or not received: $1,333,648,872
Issue Date:  December 18, 2003

First Distribution Date:  January 10, 2004        Trustee:  LaSalle Bank National Association

Master Servicer: GMAC Commercial Mortgage         CUSIP No. 361849 A5 1
Corporation

Special Servicer: Lennar Partners, Inc.           ISIN No. US361849A513

AFR/Bank of America Portfolio Whole Loan
Special Servicer: Midland Loan Services, Inc.

Certificate No. S-AFR2
</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


                                     A-23-1
<PAGE>

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 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., MIDLAND LOAN SERVICES, INC., LASALLE BANK NATIONAL
ASSOCIATION, ABN AMRO BANK N.V. 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.

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.


                                     A-23-2
<PAGE>

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, CLASS O AND CLASS P 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 S-AFR2 Certificate (obtained by
dividing the principal balance of this Class S-AFR2 Certificate (its
"Certificate Principal Balance") as of the Issue Date by the aggregate principal
balance of all the Class S-AFR2 Certificates (their "Class Principal Balance")
as of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class S-AFR2 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, Midland Loan Services, Inc., as AFR/Bank of America Portfolio Whole
Loan Special Servicer, LaSalle Bank National Association, as Trustee and ABN
AMRO Bank N.V., as Fiscal Agent. 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 S-AFR2 Certificates on the applicable Distribution Date pursuant to
the Agreement. All distributions made under the Agreement on any Class S-AFR2
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


                                     A-23-3
<PAGE>

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 2003-C3
(the "Certificates") are limited in right of distribution to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and 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 S-AFR2 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 S-AFR2 Certificates are exchangeable for new Class S-AFR2 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 S-AFR2 Certificates
in authorized denominations evidencing the same aggregate Percentage Interest
will be issued to the designated transferee or transferees.

            No transfer of any Class S-AFR2 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 S-AFR2
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 S-AFR2 Certificate shall be deemed to have represented by
such purchase that it is a "qualified


                                     A-23-4
<PAGE>

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 S-AFR2 Certificates for
its own account or for the account of a qualified institutional buyer, and that
it understands that such Class S-AFR2 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 S-AFR2 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 S-AFR2 Certificate without registration or qualification.
None of the Depositor, the Trustee or the Certificate Registrar is obligated to
register or qualify the Class S-AFR2 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 S-AFR2 Certificate without
registration or qualification. Any Class S-AFR2 Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class S-AFR2
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 S-AFR2 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 S-AFR2 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 S-AFR2 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 S-AFR2 Certificates.


                                     A-23-5
<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 AFR/Bank
of America Whole Loan Special Servicer, the Trustee, the Fiscal Agent, 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 Fiscal Agent,
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, the AFR/Bank of America
Whole Loan Special Servicer, the Trustee and the Fiscal Agent thereunder and the
rights of the Certificateholders thereunder, at any time by the Depositor, the
Master Servicer, the Special Servicer, the AFR/Bank of America Whole Loan
Special Servicer, the Trustee and the Fiscal Agent 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.


                                     A-23-6
<PAGE>

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.


                                     A-23-7
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                               LaSalle Bank National Association, as Trustee

                               By:
                                  ----------------------------------------------
                                             Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class S-AFR2 Certificates referred to in the
within-mentioned Agreement.

Dated:  December 18, 2003

                               LaSalle Bank National Association, as Certificate
                               Registrar

                               By:
                                  ----------------------------------------------
                                             Authorized Officer


                                     A-23-8
<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.


                                     A-23-9
<PAGE>

                                                                    EXHIBIT A-24

                        FORM OF CLASS S-AFR3 CERTIFICATE

                              CLASS S-AFR3 MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-C3

      evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<S>                                               <C>
Pass-Through Rate: 5.387%                         Certificate Principal Balance of this Class
                                                  S-AFR3 Certificate as of the Issue Date:
                                                  $22,000,000

Date of Pooling and Servicing Agreement:          Class Principal Balance of all the Class
December 1, 2003                                  S-AFR3 Certificates as of the Issue Date:
                                                  $22,000,000

Cut-off Date:  With respect to any Mortgage       Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in      Mortgage Pool as of the respective Cut-off
December 2003                                     Dates of the Mortgage Loans, after deducting
                                                  payments of principal due on or before such
                                                  date, whether or not received: $1,333,648,872
Issue Date: December 18, 2003

First Distribution Date:  January 10, 2004        Trustee:  LaSalle Bank National Association

Master Servicer: GMAC Commercial Mortgage         CUSIP No. 361849 A6 9
Corporation

Special Servicer: Lennar Partners, Inc.           ISIN No. US361849A695

AFR/Bank of America Portfolio Whole Loan
Special Servicer: Midland Loan Services, Inc.

Certificate No. S-AFR3
</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


                                     A-24-1
<PAGE>

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 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., MIDLAND LOAN SERVICES, INC., LASALLE BANK NATIONAL
ASSOCIATION, ABN AMRO BANK N.V. 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.

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.


                                     A-24-2
<PAGE>

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, CLASS O AND CLASS P 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 S-AFR3 Certificate (obtained by
dividing the principal balance of this Class S-AFR3 Certificate (its
"Certificate Principal Balance") as of the Issue Date by the aggregate principal
balance of all the Class S-AFR3 Certificates (their "Class Principal Balance")
as of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class S-AFR3 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, Midland Loan Services, Inc., as AFR/Bank of America Portfolio Whole
Loan Special Servicer, LaSalle Bank National Association, as Trustee and ABN
AMRO Bank N.V., as Fiscal Agent. 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 S-AFR3 Certificates on the applicable Distribution Date pursuant to
the Agreement. All distributions made under the Agreement on any Class S-AFR3
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


                                     A-24-3
<PAGE>

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 2003-C3
(the "Certificates") are limited in right of distribution to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and 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 S-AFR3 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 S-AFR3 Certificates are exchangeable for new Class S-AFR3 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 S-AFR3 Certificates
in authorized denominations evidencing the same aggregate Percentage Interest
will be issued to the designated transferee or transferees.

            No transfer of any Class S-AFR3 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 S-AFR3
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 S-AFR3 Certificate shall be deemed to have represented by
such purchase that it is a "qualified


                                     A-24-4
<PAGE>

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 S-AFR3 Certificates for
its own account or for the account of a qualified institutional buyer, and that
it understands that such Class S-AFR3 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 S-AFR3 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 S-AFR3 Certificate without registration or qualification.
None of the Depositor, the Trustee or the Certificate Registrar is obligated to
register or qualify the Class S-AFR3 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 S-AFR3 Certificate without
registration or qualification. Any Class S-AFR3 Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class S-AFR3
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 S-AFR3 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 S-AFR3 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 S-AFR3 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 S-AFR3 Certificates.


                                     A-24-5
<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 AFR/Bank
of America Whole Loan Special Servicer, the Trustee, the Fiscal Agent, 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 Fiscal Agent,
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, the AFR/Bank of America
Whole Loan Special Servicer, the Trustee and the Fiscal Agent thereunder and the
rights of the Certificateholders thereunder, at any time by the Depositor, the
Master Servicer, the Special Servicer, the AFR/Bank of America Whole Loan
Special Servicer, the Trustee and the Fiscal Agent 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.


                                     A-24-6
<PAGE>

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.


                                     A-24-7
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                               LaSalle Bank National Association, as Trustee

                               By:
                                  ----------------------------------------------
                                              Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

               This is one of the Class S-AFR3 Certificates referred to in the
within-mentioned Agreement.

Dated:  December 18, 2003

                               LaSalle Bank National Association, as Certificate
                               Registrar

                               By:
                                  ----------------------------------------------
                                               Authorized Officer


                                     A-24-8
<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.


                                     A-24-9
<PAGE>

                                                                    EXHIBIT A-25

                        FORM OF CLASS S-AFR4 CERTIFICATE

                              CLASS S-AFR4 MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-C3

      evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<S>                                               <C>
Pass-Through Rate: 5.387%                         Certificate Principal Balance of this Class
                                                  S-AFR4 Certificate as of the Issue Date:
                                                  $46,000,000

Date of Pooling and Servicing Agreement:          Class Principal Balance of all the Class
December 1, 2003                                  S-AFR4 Certificates as of the Issue Date:
                                                  $46,000,000

Cut-off Date:  With respect to any Mortgage       Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in      Mortgage Pool as of the respective Cut-off
December 2003                                     Dates of the Mortgage Loans, after deducting
                                                  payments of principal due on or before such
                                                  date, whether or not received: $1,333,648,872
Issue Date:  December 18, 2003

First Distribution Date:  January 10, 2004        Trustee:  LaSalle Bank National Association

Master Servicer: GMAC Commercial Mortgage         CUSIP No. 361849 A7 7
Corporation

Special Servicer: Lennar Partners, Inc.           ISIN No. US361849A778

AFR/Bank of America Portfolio Whole Loan
Special Servicer: Midland Loan Services, Inc.

Certificate No. S-AFR4
</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


                                     A-25-1
<PAGE>

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 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., MIDLAND LOAN SERVICES, INC., LASALLE BANK NATIONAL
ASSOCIATION, ABN AMRO BANK N.V. 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.

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.


                                     A-25-2
<PAGE>

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, CLASS O AND CLASS P 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 S-AFR4 Certificate (obtained by
dividing the principal balance of this Class S-AFR4 Certificate (its
"Certificate Principal Balance") as of the Issue Date by the aggregate principal
balance of all the Class S-AFR4 Certificates (their "Class Principal Balance")
as of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class S-AFR4 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, Midland Loan Services, Inc., as AFR/Bank of America Portfolio Whole
Loan Special Servicer, LaSalle Bank National Association, as Trustee and ABN
AMRO Bank N.V., as Fiscal Agent. 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 S-AFR4 Certificates on the applicable Distribution Date pursuant to
the Agreement. All distributions made under the Agreement on any Class S-AFR4
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


                                     A-25-3
<PAGE>

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 2003-C3
(the "Certificates") are limited in right of distribution to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and 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 S-AFR4 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 S-AFR4 Certificates are exchangeable for new Class S-AFR4 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 S-AFR4 Certificates
in authorized denominations evidencing the same aggregate Percentage Interest
will be issued to the designated transferee or transferees.

            No transfer of any Class S-AFR4 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 S-AFR4
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 S-AFR4 Certificate shall be deemed to have represented by
such purchase that it is a "qualified


                                     A-25-4
<PAGE>

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 S-AFR4 Certificates for
its own account or for the account of a qualified institutional buyer, and that
it understands that such Class S-AFR4 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 S-AFR4 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 S-AFR4 Certificate without registration or qualification.
None of the Depositor, the Trustee or the Certificate Registrar is obligated to
register or qualify the Class S-AFR4 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 S-AFR4 Certificate without
registration or qualification. Any Class S-AFR4 Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class S-AFR4
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 S-AFR4 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 S-AFR4 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 S-AFR4 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 S-AFR4 Certificates.


                                     A-25-5
<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 AFR/Bank
of America Whole Loan Special Servicer, the Trustee, the Fiscal Agent, 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 Fiscal Agent,
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, the AFR/Bank of America
Whole Loan Special Servicer, the Trustee and the Fiscal Agent thereunder and the
rights of the Certificateholders thereunder, at any time by the Depositor, the
Master Servicer, the Special Servicer, the AFR/Bank of America Whole Loan
Special Servicer, the Trustee and the Fiscal Agent 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.


                                     A-25-6
<PAGE>

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.


                                     A-25-7
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                               LaSalle Bank National Association, as Trustee

                               By:
                                  ----------------------------------------------
                                               Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class S-AFR4 Certificates referred to in the
within-mentioned Agreement.

Dated:  December 18, 2003

                               LaSalle Bank National Association, as Certificate
                               Registrar

                               By:
                                  ----------------------------------------------
                                               Authorized Officer


                                     A-25-8
<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.


                                     A-25-9
<PAGE>

                                                                    EXHIBIT A-26

                          FORM OF CLASS R-I CERTIFICATE

                               CLASS R-I MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-C3

      evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<S>                                               <C>
Date of Pooling and Servicing Agreement:          Percentage Interest evidenced by this
December 1, 2003                                  Certificate in the related Class:  100%

Cut-off Date:  With respect to any Mortgage       Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in      Mortgage Pool as of the respective Cut-off
December 2003                                     Dates of the Mortgage Loans, after deducting
                                                  payments of principal due on or before such
                                                  date, whether or not received:  $1,333,648,872
Issue Date:  December 18, 2003

First Distribution Date:  January 10, 2004        Trustee:  LaSalle Bank National Association

Master Servicer: GMAC Commercial Mortgage         CUSIP No. 361849 ZZ 8
Corporation

Special Servicer: Lennar Partners, Inc.           ISIN No. US361849ZZ84

AFR/Bank of America Portfolio Whole Loan
Special Servicer: Midland Loan Services, Inc.

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., MIDLAND LOAN SERVICES, INC., LASALLE BANK NATIONAL
ASSOCIATION, ABN AMRO BANK N.V. 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.


                                     A-26-1
<PAGE>

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.

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 [Goldman, Sachs & Co.] 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, Midland Loan
Services, Inc., as AFR/Bank of America Portfolio Whole Loan Special Servicer,
and LaSalle Bank National Association, as Trustee and ABN AMRO Bank N.V., as
Fiscal Agent. To the extent not defined herein, the capitalized terms used
herein have the respective meanings


                                     A-26-2
<PAGE>

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
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 2003-C3
(the "Certificates") are limited in right of distribution to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and Distribution Account may be made from time to time for
purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Class R-I Certificates are issuable in fully registered form
only without coupons in minimum denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Class R-I Certificates are exchangeable for new
Class R-I Certificates in authorized denominations evidencing the same aggregate
Percentage Interest, as requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class R-I Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class R-I Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration


                                     A-26-3
<PAGE>

or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. If such a
transfer of any Class R-I Certificate (other than a transfer thereof by the
Depositor or any Affiliate of the Depositor) is to be made without registration
under the Securities Act, then the Trustee shall require, in order to assure
compliance with such laws, receipt by it and the Depositor of a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached as Exhibit B-1 to the Agreement and a certificate from such
Certificateholder's prospective transferee substantially in the form attached as
Exhibit B-2 to the Agreement. None of the Depositor, the Trustee or the
Certificate Registrar is obligated to register or qualify the Class R-I
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the 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


                                     A-26-4
<PAGE>

Permitted Transferee or is not a United States Person, the Trustee shall not
register the Transfer of an Ownership Interest in this Certificate to such
proposed Transferee.

            Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any prospective Transferee to whom such Person attempts to transfer its
Ownership Interest herein and (y) not to transfer its Ownership Interest unless
it provides to the Trustee a certificate substantially in the form attached as
Exhibit C-2 to the Agreement stating that, among other things, it has no actual
knowledge that such prospective Transferee is not a Permitted Transferee or is
not a United States Person. Each Person holding or acquiring an Ownership
Interest in this Certificate, by 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-26-5
<PAGE>

            A "United States Person" is a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in, or
under the laws of, the United States or any political subdivision thereof
(except, in the case of a partnership, to the extent provided in Treasury
regulations), an estate whose income from sources without the United States is
includable in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States, or a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more United States Persons have the authority to control all substantial
decisions of the trust.

            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 AFR/Bank
of America Whole Loan Special Servicer, the Trustee, the Fiscal Agent, 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 Fiscal Agent,
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, the AFR/Bank of America
Whole Loan Special Servicer, the Trustee and the Fiscal Agent thereunder and the
rights of the Certificateholders thereunder, at any time by the Depositor, the
Master Servicer, the Special Servicer, the AFR/Bank of America Whole Loan
Special Servicer, the Trustee and the Fiscal Agent 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.


                                     A-26-6
<PAGE>

Any such consent by the Holder of this Certificate shall be conclusive and
binding on such Holder and upon all future Holders of this Certificate and of
any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of REMIC
I, REMIC II or REMIC III as a REMIC, without the consent of the Holders of any
of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            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.


                                     A-26-7
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                               LaSalle Bank National Association,
                               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:  December 18, 2003

                               LaSalle Bank National Association,
                               as Certificate Registrar

                               By:
                                  ---------------------------------------------
                                             Authorized Officer


                                     A-26-8
<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.


                                     A-26-9
<PAGE>

                                                                    EXHIBIT A-27

                         FORM OF CLASS R-II CERTIFICATE

                               CLASS R-II MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-C3

      evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
Acommercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<S>                                               <C>
Date of Pooling and Servicing Agreement:          Percentage Interest evidenced by this
December 1, 2003                                  Certificate in the related Class:  100%

Cut-off Date:  With respect to any Mortgage       Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in      Mortgage Pool as of the respective Cut-off
December 2003                                     Dates of the Mortgage Loans, after deducting
                                                  payments of principal due on or before such
                                                  date, whether or not received: $1,333,648,872
Issue Date:  December 18, 2003

First Distribution Date:  January 10, 2004        Trustee:  LaSalle Bank National Association

Master Servicer: GMAC Commercial Mortgage         CUSIP No. 361849 A2 8
Corporation

Special Servicer: Lennar Partners, Inc.           ISIN No. US361849A281

AFR/Bank of America Portfolio Whole Loan
Special Servicer: Midland Loan Services, Inc.

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., MIDLAND LOAN SERVICES, INC., LASALLE BANK NATIONAL
ASSOCIATION, ABN AMRO BANK N.V. 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.


                                     A-27-1
<PAGE>

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.

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 [Goldman, Sachs & Co.] 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,
Midland Loan Services, Inc., as AFR/Bank of America Portfolio Whole Loan Special
Servicer, LaSalle Bank National Association, as Trustee and ABN AMRO Bank N.V.,
as Fiscal Agent. To the extent not defined herein, the capitalized terms used
herein have the respective


                                     A-27-2
<PAGE>

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
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 2003-C3
(the "Certificates") are limited in right of distribution to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and Distribution Account may be made from time to time for
purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Class R-II Certificates are issuable in fully registered form
only without coupons in minimum denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Class R-II Certificates are exchangeable for new
Class R-II Certificates in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class R-II Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class R-II Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration


                                     A-27-3
<PAGE>

or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. If such a
transfer of any Class R-II Certificate (other than a transfer thereof by the
Depositor or any Affiliate of the Depositor) is to be made without registration
under the Securities Act, then the Trustee shall require, in order to assure
compliance with such laws, receipt by it and the Depositor of a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached as Exhibit B-1 to the Agreement and a certificate from such
Certificateholder's prospective transferee substantially in the form attached as
Exhibit B-2 to the Agreement. None of the Depositor, the Trustee or the
Certificate Registrar is obligated to register or qualify the Class R-II
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the 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


                                     A-27-4
<PAGE>

Permitted Transferee or is not a United States Person, the Trustee shall not
register the Transfer of an Ownership Interest in this Certificate to such
proposed Transferee.

            Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any prospective Transferee to whom such Person attempts to transfer its
Ownership Interest herein and (y) not to transfer its Ownership Interest unless
it provides to the Trustee a certificate substantially in the form attached as
Exhibit C-2 to the Agreement stating that, among other things, it has no actual
knowledge that such prospective Transferee is not a Permitted Transferee or is
not a United States Person. Each Person holding or acquiring an Ownership
Interest in this Certificate, by 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-27-5
<PAGE>

            A "United States Person" is a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in, or
under the laws of, the United States or any political subdivision thereof
(except, in the case of a partnership, to the extent provided in Treasury
regulations), an estate whose income from sources without the United States is
includable in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States, or a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more United States Persons have the authority to control all substantial
decisions of the trust.

            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 AFR/Bank
of America Whole Loan Special Servicer, the Trustee, the Fiscal Agent, 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 Fiscal Agent,
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, the AFR/Bank of America
Whole Loan Special Servicer, the Trustee and the Fiscal Agent thereunder and the
rights of the Certificateholders thereunder, at any time by the Depositor, the
Master Servicer, the Special Servicer, the AFR/Bank of America Whole Loan
Special Servicer, the Trustee and the Fiscal Agent 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.


                                     A-27-6
<PAGE>

Any such consent by the Holder of this Certificate shall be conclusive and
binding on such Holder and upon all future Holders of this Certificate and of
any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of REMIC
I, REMIC II or REMIC III as a REMIC, without the consent of the Holders of any
of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            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.


                                     A-27-7
<PAGE>

               IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                                LaSalle Bank National Association,
                                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: December 18, 2003

                                LaSalle Bank National Association,
                                as Certificate Registrar

                                By:
                                   ---------------------------------------------
                                                Authorized Officer


                                     A-27-8
<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.


                                     A-27-9
<PAGE>

                                                                    EXHIBIT A-28

                         FORM OF CLASS R-III CERTIFICATE

                              CLASS R-III MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-C3

      evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<S>                                               <C>
Date of Pooling and Servicing Agreement:          Percentage Interest evidenced by this
December 1, 2003                                  Certificate in the related Class:  100%

Cut-off Date:  With respect to any Mortgage       Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in      Mortgage Pool as of the respective Cut-off
2003                                              Dates of the Mortgage Loans, after deducting
                                                  payments of principal due on or before such
                                                  date, whether or not received: $1,333,648,872

Issue Date:  December 18, 2003

First Distribution Date:  January 10, 2004        Trustee:  LaSalle Bank National Association

Master Servicer: GMAC Commercial Mortgage         CUSIP No. 361849 A3 6
Corporation

Special Servicer: Lennar Partners, Inc.           ISIN No. US361849A364

AFR/Bank of America Portfolio Whole Loan
Special Servicer: Midland Loan Services, Inc.

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., MIDLAND LOAN SERVICES, INC., LASALLE BANK NATIONAL
ASSOCIATION, ABN AMRO BANK N.V. 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.


                                     A-28-1
<PAGE>

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.

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 [Goldman, Sachs & Co.] 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,
Midland Loan Services, Inc., as AFR/Bank of America Portfolio Whole Loan Special
Servicer, LaSalle Bank National Association, as Trustee and ABN AMRO Bank N.V.,
as Fiscal Agent. To the extent not defined herein, the capitalized terms used
herein have the respective


                                     A-28-2
<PAGE>

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
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 2003-C3
(the "Certificates") are limited in right of distribution to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and Distribution Account may be made from time to time for
purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Class R-III Certificates are issuable in fully registered form
only without coupons in minimum denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Class R-III Certificates are exchangeable for new
Class R-III Certificates in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class R-III Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class R-III Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective


                                     A-28-3
<PAGE>

registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification. If
such a transfer of any Class R-III Certificate (other than a transfer thereof by
the Depositor or any Affiliate of the Depositor) is to be made without
registration under the Securities Act, then the Trustee shall require, in order
to assure compliance with such laws, receipt by it and the Depositor of a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit B-1 to the Agreement and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as Exhibit B-2 to the Agreement. None of the Depositor, the
Trustee or the Certificate Registrar is obligated to register or qualify the
Class R-III Certificates under the Securities Act or any other securities law or
to take any action not otherwise required 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


                                     A-28-4
<PAGE>

Permitted Transferee or is not a United States Person, the Trustee shall not
register the Transfer of an Ownership Interest in this Certificate to such
proposed Transferee.

            Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any prospective Transferee to whom such Person attempts to transfer its
Ownership Interest herein and (y) not to transfer its Ownership Interest unless
it provides to the Trustee a certificate substantially in the form attached as
Exhibit C-2 to the Agreement stating that, among other things, it has no actual
knowledge that such prospective Transferee is not a Permitted Transferee or is
not a United States Person. Each Person holding or acquiring an Ownership
Interest in this Certificate, by 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-28-5
<PAGE>

            A "United States Person" is a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in, or
under the laws of, the United States or any political subdivision thereof
(except, in the case of a partnership, to the extent provided in Treasury
regulations), an estate whose income from sources without the United States is
includable in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States, or a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more United States Persons have the authority to control all substantial
decisions of the trust.

            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 AFR/Bank
of America Whole Loan 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, the AFR/Bank of America
Whole Loan Special Servicer, the Trustee and the Fiscal Agent thereunder and the
rights of the Certificateholders thereunder, at any time by the Depositor, the
Master Servicer, the Special Servicer, the AFR/Bank of America Whole Loan
Special Servicer, the Trustee and the Fiscal Agent 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.


                                     A-28-6
<PAGE>

Any such consent by the Holder of this Certificate shall be conclusive and
binding on such Holder and upon all future Holders of this Certificate and of
any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of REMIC
I, REMIC II or REMIC III as a REMIC, without the consent of the Holders of any
of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            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.


                                     A-28-7
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                                LaSalle Bank National Association,
                                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:  December 18, 2003

                                LaSalle Bank National Association,
                                as Certificate Registrar

                                By:
                                   ---------------------------------------------
                                            Authorized Officer


                                     A-28-8
<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.


                                     A-28-9
<PAGE>

                                                                     EXHIBIT B-1

                         FORM OF TRANSFEROR CERTIFICATE

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street
Suite 1625
Chicago, Illinois 60603

Attention:  Asset Backed Securities Trust Services
            GMAC Mortgage Pass-Through Certificates Series 2003-C3

      Re:   GMAC Commercial Mortgage Securities, Inc., Mortgage Pass-Through
            Certificates, Series 2003-C3, [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 December 18, 2003 of $_______ evidencing a __% Percentage
            Interest in such Class].

Dear Sirs:

      This letter is delivered to you in connection with the transfer by_______
(the "Transferor") to (the "Transferee") of the captioned Certificates (the
"Certificates"), pursuant to ______Section 5.02 of the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of December 1, 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 AFR/Bank of America Portfolio Whole
Loan Special Servicer, LaSalle Bank National Association, as Trustee and ABN
AMRO Bank N.V., as Fiscal Agent. 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


                                     B-1-1
<PAGE>

clauses (a) through (e) hereof) would constitute a distribution under the
Securities Act of 1933 (the "Securities Act"), or would render the disposition
of the Certificates a violation of Section 5 of the Securities Act or any state
securities laws, or would require registration or qualification of the
Certificates pursuant to the Securities Act or any state securities laws.

      3. The Transferor and any person acting on behalf of the Transferor in
this matter reasonably believe that the Transferee is a "qualified institutional
buyer" (as that term is defined in Rule 144A ("Rule 144A") under the Securities
Act) purchasing for its own account or for the account of other qualified
institutional buyers, and has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of an
investment in the Certificates.

      4. The Transferor or a person acting on its behalf has taken reasonable
steps to ensure that the Transferee is aware that the Transferor is relying on
the exemption from the provisions of Section 5 of the Securities Act provided by
Rule 144A.

      5. The Transferor or a person acting on its behalf has furnished, or
caused to be furnished, to the Transferee all information regarding (a) the
Certificates and distributions thereon, (b) the nature, performance and
servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement, and
(d) any credit enhancement mechanism associated with the Certificates, that the
Transferee has requested.

                                            Very truly yours,

                                            Print Name of Transferor

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

                                            By:
                                               ---------------------------------
                                            Name:
                                            Title:


                                     B-1-2
<PAGE>

                                                                     EXHIBIT B-2

                         FORM OF TRANSFEREE CERTIFICATE

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street

Suite 1625
Chicago, Illinois 60603

Attention:  Asset Backed Securities Trust Services
            GMAC Mortgage Pass-Through Certificates Series 2003-C3

      Re:   GMAC Commercial Mortgage Securities, Inc., Mortgage Pass-Through
            Certificates, Series 2003-C3, [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 December 18, 2003 of $_______ evidencing a __% Percentage
            Interest in such Class].

Dear Sirs:

      This letter is delivered to you in connection with the transfer by_______
(the "Transferor") to_______ (the "Transferee") of the captioned Certificates
(the "Certificates"), pursuant to Section 5.02 of the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of December 1, 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 AFR/Bank of America Portfolio Whole
Loan Special Servicer, LaSalle Bank National Association, as Trustee and ABN
AMRO Bank N.V., as Fiscal Agent. 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


                                     B-2-1
<PAGE>

Loans, (c) the Pooling and Servicing Agreement, and (d) any credit enhancement
mechanism associated with the Certificates, that it has requested.

      3. If the Transferee proposes that the Certificates be registered in
the name of a nominee, such nominee has completed the Nominee Acknowledgment
below.

      4. The Transferee hereby certifies to the Trustee, the Depositor and
the Master Servicer that such transfer is permissible under applicable law,
either (a) such Transferee is not an "employee benefit plan" (within the meaning
of Section 3(3) of ERISA) that is subject to ERISA, a "plan" (within the meaning
of Section 4975 of the Code) that is subject to Section 4975 of the Code, or any
entity deemed to hold "plan assets" of any such plan (within the meaning of
United States Department of Labor ("DOL") Regulations Section 2510.3-101, or (b)
in the case of a Certificate that is not a Residual Certificate, such transfer
will not constitute or result in any non-exempt prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code, will not subject the
Depositor, the Trustee or the Master Servicer to any obligation in addition to
those undertaken in the Pooling and Servicing Agreement, and the following
conditions are met: (i) with respect to the Class X-1, Class X-2, Class 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:


                                     B-2-2
<PAGE>

                             NOMINEE ACKNOWLEDGMENT

      The undersigned hereby acknowledges and agrees that as to the Certificate
being registered in its name, the sole beneficial owner thereof is and shall be
________, the Transferee identified above, for whom the undersigned is acting as
nominee.

                                            Very truly yours,

                                            Print Name of Nominee

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

                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:


                                     B-2-3
<PAGE>

                                                          ANNEX 1 TO EXHIBIT B-2

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [FOR TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]

      The undersigned hereby certifies as follows to__________ (the
"Transferor") and ________, as Certificate Registrar, with respect to the
mortgage pass-through certificate (the "Certificate") described in the
Transferee Certificate to which this certification relates and to which this
certification is an Annex:

      1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Certificates (the "Transferee").

      2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933 ("Rule 144A"), because (i)
the Transferee owned and/or invested on a discretionary basis $_________ in
securities(1) (other than the excluded securities referred to below) as of the
end of the Transferee's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the
category marked below.

      Corporation, etc. The Transferee is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts or similar
business trust, partnership, or any organization described in Section 501(c)(3)
of the Internal Revenue Code of 1986.

      Bank. The Transferee (a) is a national bank or a banking institution
organized under the laws of any State, U.S. territory or the District of
Columbia, the business of which is substantially confined to banking and is
supervised by the State or territorial banking commission or similar official or
is a foreign bank or equivalent institution, and (b) has an audited net worth of
at least $25,000,000 as demonstrated in its latest annual financial statements,
a copy of which is attached hereto, as of a date not more than 16 months
preceding the date of sale of the Certificate in the case of a U.S. bank, and
not more than 18 months preceding such date of sale for a foreign bank or
equivalent institution.

      Savings and Loan. The Transferee (a) is a savings and loan association,
building and loan association, cooperative bank, homestead association or
similar institution, which is supervised and examined by a State or Federal
authority having supervision over any such institutions, or is a foreign savings
and loan association or equivalent institution and (b) has an audited net worth
of at least $25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto, as of a date not more than 16
months preceding

--------------
(1)   Transferee must own and/or invest on a discretionary basis at least
      $100,000,000 in securities unless Transferee is a dealer, and, in that
      case, Transferee must own and/or invest on a discretionary basis at least
      $10,000,000 in securities.


                                     B-2-4
<PAGE>

the date of sale of the Certificate in the case of a U.S. savings and loan
association, and not more than 18 months preceding such date of sale for a
foreign savings and loan association or equivalent institution.

      Broker-dealer. The Transferee is a dealer registered pursuant to Section
15 of the Securities Exchange Act of 1934.

      Insurance Company. The Transferee is an insurance company whose primary
and predominant business activity is the writing of insurance or the reinsuring
of risks underwritten by insurance companies and which is subject to supervision
by the insurance commissioner or a similar official or agency of a State, U.S.
territory or the District of Columbia.

      State or Local Plan. The Transferee is a plan established and maintained
by a State, its political subdivisions, or any agency or instrumentality of the
State or its political subdivisions, for the benefit of its employees.

      ERISA Plan. The Transferee is an employee benefit plan within the meaning
of Title I of the Employee Retirement Income Security Act of 1974.

      Investment Advisor. The Transferee is an investment advisor registered
under the Investment Advisers Act of 1940.

      Other. (Please supply a brief description of the entity and a cross
reference to the paragraph and subparagraph under subsection (a)(1) of Rule 144A
pursuant to which it qualifies. Note that registered investment companies should
complete Annex 2 rather than this Annex 1).

      3. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee, (ii) securities
that are part of an unsold allotment to or subscription by the Transferee, if
the Transferee is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest rate
and commodity swaps. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the Transferee, the
Transferee did not include any of the securities referred to in this paragraph.

      4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, the Transferee
used the cost of such securities to the Transferee, unless the Transferee
reports its securities holdings in its financial statements on the basis of
their market value, and no current information with respect to the cost of those
securities has been published, in which case the securities were valued at
market. Further, in determining such aggregate amount, the Transferee may have
included securities owned by subsidiaries of the Transferee, but only if such
subsidiaries are consolidated with the Transferee in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Transferee's direction.
However, such securities were not included if the Transferee is a majority
owned, consolidated subsidiary of another enterprise and the Transferee is not
itself a reporting company under the Securities Exchange Act of 1934.


                                     B-2-5
<PAGE>

        5. The Transferee acknowledges that it is familiar with Rule 144A
and understands that the Transferor and other parties related to the
Certificates are relying and will continue to rely on the statements made herein
because one or more sales to the Transferee may be in reliance on Rule 144A.

      Will the Transferee be purchasing the Certificates only for the
Transferee's own account?

                                 Yes |_| No |_|

      6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

      7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Certificate will
constitute a reaffirmation of this certification as of the date of such
purchase. In addition, if the Transferee is a bank or savings and loan as
provided above, the Transferee agrees that it will furnish to such parties any
updated annual financial statements that become available on or before the date
of such purchase, promptly after they become available.

                                            Print Name of Transferee

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

                                            By:
                                               ---------------------------------
                                            Name:
                                            Title:

Date:


                                     B-2-6
<PAGE>

                                                          ANNEX 2 TO EXHIBIT B-2

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]

      The undersigned hereby certifies as follows to ___________(the
"Transferor") and _______________, as Certificate Registrar, with respect to
the mortgage pass-through certificate (the "Certificate") described in the
Transferee Certificate to which this certification relates and to which this
certification is an Annex:

      1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Certificates (the "Transferee") or, if the Transferee is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because the Transferee is part of a Family
of Investment Companies (as defined below), is an executive officer of the
investment adviser (the "Adviser").

      2. The Transferee is a "qualified institutional buyer" as defined in Rule
144A because (i) the Transferee is an investment company registered under the
Investment Company Act of 1940, and (ii) as marked below, the Transferee alone
owned and/or invested on a discretionary basis, or the Transferee's Family of
Investment Companies owned, at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Transferee's most
recent fiscal year. For purposes of determining the amount of securities owned
by the Transferee or the Transferee's Family of Investment Companies, the cost
of such securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be, reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at
market.

      The Transferee owned and/or invested on a discretionary basis $__________
in securities (other than the excluded securities referred to below) as of the
end of the Transferee's most recent fiscal year (such amount being calculated in
accordance with Rule 144A).

      The Transferee is part of a Family of Investment Companies which owned in
the aggregate $_________ in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A).

      3. The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

      4. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee or are part of the Transferee's
Family of Investment


                                     B-2-7
<PAGE>

Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan
participations, (iv) repurchase agreements, (v) securities owned but subject to
a repurchase agreement and (vi) currency, interest rate and commodity swaps. For
purposes of determining the aggregate amount of securities owned and/or invested
on a discretionary basis by the Transferee, or owned by the Transferee's Family
of Investment Companies, the securities referred to in this paragraph were
excluded.

      5. The Transferee is familiar with Rule 144A and understands that the
parties to which this certification is being made are relying and will continue
to rely on the statements made herein because one or more sales to the
Transferee will be in reliance on Rule 144A.

      Will the Transferee be purchasing the Certificates only for the
Transferee's own account?

                                 Yes |_| No |_|

      6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

      7. The undersigned will notify the parties to which this certification is
made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Certificates will constitute a
reaffirmation of this certification by the undersigned as of the date of such
purchase.

                                            Print Name of Transferee or Adviser

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

                                            By:
                                               ---------------------------------
                                            Name:
                                            Title:

Date:

                                            IF AN ADVISER:

                                            Print Name of Transferee

Date:
                                            ------------------------------------


                                     B-2-8
<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 2003-C3, [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 interest" will


                                     C-1-1
<PAGE>

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.

      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


                                     C-1-2
<PAGE>

Exhibit C-2 to the Pooling and Servicing Agreement. The Transferee hereby agrees
that it will not make any transfer of any Residual Certificate unless (i) the
transfer is to an entity which is a domestic C corporation (other than an exempt
corporation, a regulated investment company, a real estate investment trust, a
REMIC, or a cooperative organization to which part I of Subchapter T of the Code
applies) for federal income tax purposes, and (ii) the transfer is in compliance
with the conditions set forth in paragraph 3 of Exhibit C-2 of the Pooling and
Servicing Agreement.

      12. The Transferee is a citizen or resident of the United States, a
corporation, a partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof (except, in the
case of a partnership, to the extent provided in Treasury regulations), an
estate whose income from sources without the United States is includible in
gross income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States, or
a trust for which a court within the United States is able to exercise primary
supervision over its administration and for which one or more United States
Persons have the authority to control all substantial decisions of the trust.

      13. The Transferee is not acquiring the Residual Certificates with "plan
assets" of any plan subject to Title I of ERISA or Section 4975 of the Code.

      14. [The Transferee hereby represents to and for the benefit of the
Transferor that (i) at the time of the transfer, and at the close of each of the
Transferee's two fiscal years preceding the year of transfer, the Transferee's
gross assets for financial reporting purposes exceed $100 million and its net
assets for such purposes exceed $10 million (disregarding, for purposes of
determining gross or net assets, the obligation of any person related to the
Transferee within the meaning of Treasury Regulation section 1.860E-1(c)(5) or
any other asset if a principal purpose for holding or acquiring that asset is to
permit the Transferee to satisfy this minimum gross asset or net asset
requirement), (ii) the Transferee is a domestic C corporation for United States
federal income tax purposes that is not an exempt corporation, a regulated
investment company, a real estate investment trust, a REMIC, or a cooperative
organization to which part I of subchapter T of the Code applies, (iii) there
are no facts or circumstances on or before the date of transfer (or anticipated
transfer) which would reasonably indicate that the taxes associated with the
Residual Certificates will not be paid, and (iv) any transfer of its interest
will be to a transferee that satisfies the requirements of this paragraph
14.](1)

      15. The Transferee hereby agrees that it will not cause income from the
Class R Certificates to be attributable to a foreign permanent establishment or
fixed base (within the meaning of an applicable income tax treaty) of the
Transferee or another United States taxpayer.

----------
(1)   Bracketed text may be used if the Transferee is relying on the
      "non-formula safe harbor".


                                     C-1-3
<PAGE>

      IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its__________ and its corporate seal to be hereunto attached, attested by its
[Assistant] Secretary, this ___day of _________, ________.

                                            Very truly yours,

                                            Print Name of Transferee

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

                                            By:
                                               ---------------------------------
                                            Name:
                                            Title:

[Corporate Seal]

ATTEST:

------------------------------------
[Assistant] Secretary

      Personally appeared before me the above-named _________, known or proved
to me to be the same person who executed the foregoing instrument and to be the
of _______the Transferee, and acknowledged to me that he/she executed the same
as his/her free act and deed and the free act and deed of the Transferee.

      Subscribed and sworn before me this__________day of______________,______.


                                          ------------------------------------
                                                      NOTARY PUBLIC
                                          COUNTRY OF _________________________
                                          STATE OF ___________________________
                                          My Commission expires the day ____ of
                                          ____________, _____.


                                     C-1-4
<PAGE>

                                                                     EXHIBIT C-2

                  FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS
                         OF REMIC RESIDUAL CERTIFICATES

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street
Suite 1625
Chicago, Illinois 60603

Attention:  Asset Backed Securities Trust Services
            GMAC Commercial Mortgage Pass-Through Certificates Series 2003-C3

      Re:   GMAC Commercial Mortgage Securities, Inc., Mortgage Pass-Through
            Certificates, Series 2003-C3 (the "Certificates")

Dear Sirs:

      This letter is delivered to you in connection with the transfer by________
(the "Transferor") to______ (the "Transferee") of [Class R-I] [Class R-II]
[Class R-III] Certificates evidencing a __% Percentage Interest in such Class
(the "Residual Certificates"). The Certificates, including the Residual
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of December 1, 2003 (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,
Midland Loan Services, Inc., as AFR/Bank of America Portfolio Whole Loan Special
Servicer, LaSalle Bank National Association, as Trustee and ABN AMRO Bank N.V.,
as Fiscal Agent. 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


                                     C-2-1
<PAGE>

the Transferee has historically paid its debts as they became due and has found
no significant evidence to indicate that the Transferee will not continue to pay
its debts as they become due in the future, and either (A) has determined that
the present value of the anticipated tax liabilities associated with the holding
of the Residual Certificate does not exceed the sum of (1) the present value of
any consideration given to the Transferee to acquire the Certificate, (2) the
present value of the expected future distributions on the Certificate, and (3)
the present value of the anticipated tax savings associated with holding the
Certificate as the REMIC generates losses (having made such determination by (I)
assuming that the Transferee pays tax at a rate equal to the highest rate of tax
specified in Section 11(b)(1) of the Internal Revenue Code ("Code") unless an
alternative rate is permitted to be used under the Treasury Regulation Section
1.860E-1(c)(8)(i), and (II) utilizing a discount rate for present valuations
equal to the Federal short-term rate prescribed by Section 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.

--------------
(2)   If reliance is upon the "non-formula safe harbor" such review would
      include all of the following: (i) at the time of the transfer, and at the
      close of each of the Transferee's two fiscal years preceding the year of
      transfer, the Transferee's gross assets for financial reporting purposes
      exceed $100 million and its net assets for such purposes exceed $10
      million (disregarding, for purposes of determining gross or net assets,
      the obligation of any person related to the Transferee within the meaning
      of Treasury Regulation section 1.860E-1(c)(5) or any other asset if a
      principal purpose for holding or acquiring that asset is to permit the
      Transferee to satisfy this minimum gross asset or net asset requirement),
      (ii) the Transferee is a domestic C corporation for United States federal
      income tax purposes that is not for such purposes an exempt corporation, a
      regulated investment company, a real estate investment trust, a REMIC, or
      a cooperative organization to which part I of subchapter T of the Code
      applies, (iii) there are no facts or circumstances on or before the date
      of transfer (or anticipated) which would reasonably indicate that the
      taxes associated with the Residual Certificates will not be paid, (iv) the
      Transferee will not cause income from the Residual Certificate to be
      attributable to a foreign permanent establishment or fixed base (within
      the meaning of an applicable income tax treaty) of the Transferee or
      another United States taxpayer, and (v) a reasonable person would not
      conclude based on Treasury Regulation section 1.860E-1(c)(5)(iii) and the
      facts and circumstances known to the transferor on or before the date of
      the transfer, that the taxes associated with the Residual Certificate will
      not be paid. In addition, such "safe harbor" also requires that the
      Transferor not know or have reason to know that the Transferee will not
      honor the restrictions on subsequent transfers of any Residual Interest
      described in paragraphs 11, 12 and 14 of the Transferee's Transfer
      Affidavit and Agreement.


                                     C-2-2
<PAGE>

      4. The Transferor understands that the transfer of the Residual
Certificates may not be respected for United States income tax purposes (and the
Transferor may continue to be liable for United States income taxes associated
therewith) unless it complies with a current "safe harbor" under Treasury
Regulation 1.860E-1(c)(4) with respect to such transfer.

                                            Very truly yours,

                                            Print Name of Transferor

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

                                            By:
                                               ---------------------------------
                                            Name:
                                            Title:


                                     C-2-3
<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.


                                      D-1
<PAGE>

Enclosed Documents:          |_| Promissory Note

                             |_| Primary Insurance Policy

                             |_| Mortgage or Deed of Trust

                             |_| Assignment(s) of Mortgage or Deed of Trust

                             |_| Title Insurance Policy

                             |_| Other:

Name
Title
Date


                                      D-2
<PAGE>

                                                                       EXHIBIT E

                       FORMS OF UCC-1 FINANCING STATEMENTS

                     SCHEDULE 1 TO UCC-1 FINANCING STATEMENT

All right (including the power to convey title thereto), title and interest of
the Debtor as more particularly described on Exhibit A attached hereto:

              EXHIBIT A OF SCHEDULE 1 TO UCC-1 FINANCING STATEMENT

      All right (including the power to convey title thereto), title and
interest of the Debtor 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 December 1, 2003,
among the Debtor, as Depositor, GMAC Commercial Mortgage Corporation, as Master
Servicer, Lennar Partners, Inc., as Special Servicer, Midland Loan Services,
Inc., as AFR/Bank of America Whole Loan Special Servicer, the Secured Party, as
Trustee*, and ABN AMRO Bank N.V., as Fiscal Agent, with respect to Mortgage
Pass-Through Certificates, Series 2003-C3 (the "Pooling and Servicing Agreement
(Series 2003-C3)), 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
2003-C3).

      THE DEBTOR AND THE SECURED PARTY INTEND THE TRANSACTIONS CONTEMPLATED BY
THE POOLING AND SERVICING AGREEMENT TO CONSTITUTE A SALE OF THE INTEREST IN,
WITH RESPECT TO THE MORTGAGE LOANS


                                      E-1
<PAGE>

(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 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 2003-C3).


                                      E-2
<PAGE>

                                                                       EXHIBIT F

     METHODOLOGY TO NORMALIZE NET OPERATING INCOME AND DEBT SERVICE COVERAGE

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.

GMACCM chooses to use the actual management fee stated in the financial
statement.

Where they are clearly identifiable, GMACCM will remove any capital expense from
any above the line categories (such as extraordinary repairs and maintenance)
and put them below the line in the capital expense comment section.

Replacement reserves, tenant improvements and leasing commission reserves will
be treated as above the line expenses. A determination will be made whether
there have been credits for the disbursements from a reserve and that expenses
are not overstated due to exclusion of credits.

Property taxes should be the annual amount due, excluding any delinquent taxes
or credits from prior years which would cause the number to be higher or lower.
The amount for property taxes will be adjusted if the period under analysis is
less than one year.

GMACCM will exclude non-recurring, extraordinary income. For example, a tax
refund, lease buyout or income received for a period other than the year in
question should be adjusted. If past due rent for a prior year was paid and
recorded in the current year, GMACCM would back it out and footnote it
accordingly. Care will be used when reflecting percentage/overage rents to
ensure that it relates to the appropriate period and that the numbers are
supported by tenant sales information.

GMACCM will remove any items not pertaining to the operation of the property
such as, fees for closing the loan restructure, a distribution to owners or a
charitable contribution.

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.

The debt service should be an actual amount the borrower paid per the servicing
records for the period associated with the operating statement. If GMACCM does
not have a full year of payments, it will use the principal and interest
constant in the case of a fixed rate loan and, in the case of an adjustable rate
loan, will estimate a full year amount from the payment history information
available.


                                      F-1
<PAGE>
                                                                       EXHIBIT G

                       FORM OF DISTRIBUTION DATE STATEMENT



                                      G-1
<PAGE>

<TABLE>
<CAPTION>
<S>                                        <C>                                                           <C>
ABN AMRO                                      GMAC COMMERCIAL MORTGAGE SECURITIES, INC.                  Statement Date:  01/10/2004
LaSalle Bank N.A.                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                Payment Date:    01/10/2004
135 S. LaSalle Street    Suite 1625                        SERIES 2003-C3                                Prior Payment:          N/A
Chicago, IL      60603                                                                                   Next Payment:    02/10/2004
                                                                                                         Record Date:     12/31/2003
                                                     ABN AMRO ACCT: XX-XXXX-XX-X
Administrator:                                                                                           Analyst:
                                                 REPORTING PACKAGE TABLE OF CONTENTS


====================================================================================================================================
================================ ====================================================== ============================================
Issue Id:              GMAC03C3                                                 Page(s) Closing Date:                    12/22/2003
Monthly Data File Name:                                                         ------- First Payment Date:              01/10/2004
          GMAC03C3_YYYYMM_3.zip  REMIC Certificate Report                               Assumed Final Payment Date:      01/10/2034
================================ Bond Interest Reconciliation                           ============================================
                                 Cash Reconciliation Summary
                                 15 Month Historical Loan Status Summary
                                 15 Month Historical Payoff/Loss Summary
                                 Historical Collateral Level Prepayment Report
                                 Delinquent Loan Detail
                                 Mortgage Loan Characteristics
                                 Loan Level Detail
                                 Specially Serviced Report
                                 Modified Loan Detail
                                 Realized Loss Detail
                                 Appraisal Reduction Detail




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

          ===========================================================================================
                                          PARTIES TO THE TRANSACTION
          -------------------------------------------------------------------------------------------
                             DEPOSITOR: GMAC Commercial Mortgage Securities, Inc.
               UNDERWRITER: Deutsche Bank Securities, Goldman, Sachs & Co., Morgan Stanley & Co.
                            MASTER SERVICER: GMAC Commercial Mortgage Corporation
                                   SPECIAL SERVICER: Lennar Partners, Inc.
               RATING AGENCY: Moody's Investors Service, Inc. / Standard & Poor's Ratings Services




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


                      ====================================================================
                       INFORMATION IS AVAILABLE FOR THIS ISSUE FROM THE FOLLOWING SOURCES
                      --------------------------------------------------------------------
                       LaSalle Web Site                                  www.etrustee.net
                       Servicer Website
                       LaSalle Factor Line                                 (800) 246-5761



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

====================================================================================================================================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                        <C>                                                           <C>
ABN AMRO                                       GMAC COMMERCIAL MORTGAGE SECURITIES, INC.                 Statement Date:  01/10/2004
LaSalle Bank N.A.                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               Payment Date:    01/10/2004
                                                            SERIES 2003-C3                               Prior Payment:          N/A
WAC:                                                                                                     Next Payment:    02/10/2004
WA Life Term:                                                                                            Record Date:     12/31/2003
WA Amort Term:                                       ABN AMRO ACCT: XX-XXXX-XX-X
Current Index:
Next Index:                                            REMIC CERTIFICATE REPORT

====================================================================================================================================
                                                                                                                          PASS-
          ORIGINAL       OPENING     PRINCIPAL     PRINCIPAL      NEGATIVE       CLOSING       INTEREST     INTEREST     THROUGH
CLASS   FACE VALUE (1)   BALANCE      PAYMENT    ADJ. OR LOSS   AMORTIZATION     BALANCE      PAYMENT (2)  ADJUSTMENT      RATE
CUSIP     Per 1,000     Per 1,000    Per 1,000     Per 1,000      Per 1,000     Per 1,000     Per 1,000     Per 1,000  Next Rate (3)
------------------------------------------------------------------------------------------------------------------------------------




























------------------------------------------------------------------------------------------------------------------------------------
          0.00           0.00         0.00          0.00           0.00           0.00          0.00         0.00
====================================================================================================================================
                                                                             Total P&I Payment  0.00
                                                                             =======================


Notes:  (1) N denotes notional balance not included in total
        (2) Accrued Interest plus/minus Interest Adjustment minus Deferred Interest equals Interest Payment
        (3) Estimated
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                        <C>                                                           <C>
ABN AMRO                                       GMAC COMMERCIAL MORTGAGE SECURITIES, INC.                 Statement Date:  01/10/2004
LaSalle Bank N.A.                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               Payment Date:    01/10/2004
                                                            SERIES 2003-C3                               Prior Payment:          N/A
                                                                                                         Next Payment:    02/10/2004
                                                                                                         Record Date:     12/31/2003
                                                     ABN AMRO ACCT: XX-XXXX-XX-X

                                                     BOND INTEREST RECONCILIATION

====================================================================================================================================
                                                         Deductions                                    Additions
                                           ---------------------------------------------------------------------------------------
         Accrual                 Accrued                Deferred &                Prior      Int Accrual    Prepay-     Other
       ------------  Pass Thru Certificate   Allocable   Accretion   Interest  Int. Short-     on prior       ment     Interest
Class  Method  Days     Rate     Interest       PPIS     Interest    Loss/Exp   falls Due   Shortfall (3)  Penalties  Proceeds (1)
------------------------------------------------------------------------------------------------------------------------------------









































                         -----------------------------------------------------------------------------------------------------------
                                0.00             0.00       0.00       0.00    0.00             0.00           0.00           0.00
====================================================================================================================================

<CAPTION>
===============================================================================================
                                                  Remaining
Distributable  Interest     Current Period       Outstanding            Credit Support
 Certificate   Payment       (Shortfall)/         Interest      -------------------------------
 Interest (2)   Amount         Recovery          Shortfalls          Original   Current (4)
---------------================================================================================
<S>            <C>          <C>                  <C>            <C>             <C>









































-----------------------------------------------------------------------------------------------
0.00           0.00                      0.00
===============================================================================================
</TABLE>
(1) Other Interest Proceeds are additional interest amounts specifically
    allocated to the bond(s) and used in determining the Distributable Interest
    of the bonds.
(2) Accrued - Deductions + Additional Interest.
(3) Where applicable.
(4) Determined as follows: (A) the ending balance of all the classes less
(B) the sum of (i) the ending balance of the class and (ii) the ending balance
of all classes which are not subordinate to the class divided by (A).



<PAGE>
<TABLE>
<CAPTION>
<S>                                        <C>                                                           <C>
ABN AMRO                                       GMAC COMMERCIAL MORTGAGE SECURITIES, INC.                 Statement Date:  01/10/2004
LaSalle Bank N.A.                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               Payment Date:    01/10/2004
                                                            SERIES 2003-C3                               Prior Payment:          N/A
                                                                                                         Next Payment:    02/10/2004
                                                                                                         Record Date:     12/31/2003
                                                     ABN AMRO ACCT: XX-XXXX-XX-X

                                                     CASH RECONCILIATION SUMMARY

====================================================================================================================================
------------------------------------------- -------------------------------------------- -------------------------------------------
                 INTEREST SUMMARY                         PRINCIPAL SUMMARY                        SERVICING FEE SUMMARY
------------------------------------------- -------------------------------------------- -------------------------------------------
Current Scheduled Interest                  SCHEDULED PRINCIPAL:                         Current Servicing Fees
Less Deferred Interest                      --------------------                         Plus Fees Advanced for PPIS
Less PPIS Reducing Scheduled Int            Current Scheduled Principal                  Less Reduction for PPIS
Plus Gross Advance Interest                 Advanced Scheduled Principal                 Plus Delinquent Servicing Fees
Less ASER Interest Adv Reduction            -------------------------------------------- -------------------------------------------
Less Other Interest Not Advanced            Scheduled Principal                          Total Servicing Fees
Less Other Adjustment                       -------------------------------------------- -------------------------------------------
------------------------------------------- UNSCHEDULED PRINCIPAL:
Total                                       ----------------------
------------------------------------------- Curtailments
UNSCHEDULED INTEREST:                       Advanced Scheduled Principal
------------------------------------------- Liquidation Proceeds
Prepayment Penalties                        Repurchase Proceeds
Yield Maintenance Penalties                 Other Principal Proceeds
Other Interest Proceeds                     --------------------------------------------
------------------------------------------- Total Unscheduled Principal
Total                                       --------------------------------------------
------------------------------------------- Remittance Principal
Less Fees Paid to Servicer                  --------------------------------------------
Less Fee Strips Paid by Servicer            Remittance P&I Due Trust
------------------------------------------- -------------------------------------------- -------------------------------------------
LESS FEES & EXPENSES PAID BY/TO SERVICER    Remittance P&I Due Certs                                   PPIS SUMMARY
------------------------------------------- -------------------------------------------- -------------------------------------------
Special Servicing Fees
Workout Fees                                -------------------------------------------- Gross PPIS
Liquidation Fees                                       POOL BALANCE SUMMARY              Reduced by PPIE
Interest Due Serv on Advances               -------------------------------------------- Reduced by Shortfalls in Fees
Non Recoverable Advances                                             Balance     Count   Reduced by Other Amounts
Misc. Fees & Expenses                       -------------------------------------------- -------------------------------------------
------------------------------------------- Beginning Pool                               PPIS Reducing Scheduled Interest
Plus Trustee Fees Paid by Servicer          Scheduled Principal                          -------------------------------------------
------------------------------------------- Unscheduled Principal                        PPIS Reducing Servicing Fee
Total Unscheduled Fees & Expenses           Deferred Interest                            -------------------------------------------
------------------------------------------- Liquidations                                 PPIS Due Certificate
Total Interest Due Trust                    Repurchases                                  -------------------------------------------
------------------------------------------- --------------------------------------------
LESS FEES & EXPENSES PAID BY/TO TRUST       Ending Pool                                  -------------------------------------------
------------------------------------------- -------------------------------------------- ADVANCE SUMMARY (ADVANCE MADE BY SERVICER)
Trustee Fee                                                                              -------------------------------------------
Fee Strips                                                                                                   Principal    Interest
Misc. Fees                                                                               -------------------------------------------
Interest Reserve Withholding                                                             Prior Outstanding
Plus Interest Reserve Deposit                                                            Plus Current Period
-------------------------------------------                                              Less Recovered
Total                                                                                    Less Non Recovered
-------------------------------------------                                              -------------------------------------------
Total Interest Due Certs                                                                 Ending Outstanding
-------------------------------------------                                              -------------------------------------------

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

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>                                        <C>                                                           <C>
ABN AMRO                                       GMAC COMMERCIAL MORTGAGE SECURITIES, INC.                 Statement Date:  01/10/2004
LaSalle Bank N.A.                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               Payment Date:    01/10/2004
                                                            SERIES 2003-C3                               Prior Payment:          N/A
                                                                                                         Next Payment:    02/10/2004
                                                                                                         Record Date:     12/31/2003
                                                     ABN AMRO ACCT: XX-XXXX-XX-X

                                        ASSET BACKED FACTS ~15 MONTH HISTORICAL LOAN STATUS SUMMARY

============= ============================================================================ =========================================
                                 Delinquency Aging Categories                                        Special Event Categories (1)
------------- ---------------------------------------------------------------------------- -----------------------------------------
                                                                                                            Specially
Distribution   Delinq 1 Month  Delinq 2 Months  Delinq 3+ Months Foreclosure     REO       Modifications     Serviced     Bankruptcy
   Date         #    Balance    #    Balance     #    Balance    #   Balance  #   Balance  #    Balance     #  Balance    #  Balance
------------- ---------------------------------------------------------------------------- -----------------------------------------
  01/10/04




































============= ============================================================================ =========================================
(1) Modification, Specially Serviced & Bankruptcy Totals are Included in the Appropriate Delinquency Aging Category.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                        <C>                                                           <C>
ABN AMRO                                       GMAC COMMERCIAL MORTGAGE SECURITIES, INC.                 Statement Date:  01/10/2004
LaSalle Bank N.A.                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               Payment Date:    01/10/2004
                                                            SERIES 2003-C3                               Prior Payment:          N/A
                                                                                                         Next Payment:    02/10/2004
                                                                                                         Record Date:     12/31/2003
                                                     ABN AMRO ACCT: XX-XXXX-XX-X

                                       ASSET BACKED FACTS ~15 MONTH HISTORICAL PAYOFF/LOSS SUMMARY

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

                Ending                               Appraisal                       Realized
                Pool (1)  Payoffs (2)  Penalties    Reduct. (2)   Liquidations (2)   Losses (2)   Remaining Term  Curr Weighted Avg.
Distribution  ----------------------------------------------------------------------------------------------------------------------
    Date      #  Balance  #  Balance   #  Amount     #  Balance     #  Balance       #  Amount    Life     Amort. Coupon      Remit
====================================================================================================================================
01/10/04































====================================================================================================================================
(1) Percentage based on pool as of cutoff.
(2) Percentage based on pool as of beginning of period.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
<S>                                        <C>                                                           <C>
ABN AMRO                                       GMAC COMMERCIAL MORTGAGE SECURITIES, INC.                 Statement Date:  01/10/2004
LaSalle Bank N.A.                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               Payment Date:    01/10/2004
                                                            SERIES 2003-C3                               Prior Payment:          N/A
                                                                                                         Next Payment:    02/10/2004
                                                                                                         Record Date:     12/31/2003
                                                     ABN AMRO ACCT: XX-XXXX-XX-X

                                            HISTORICAL COLLATERAL LEVEL PREPAYMENT REPORT

====================== ==================================================== ============================ ===========================
Disclosure    Payoff    Initial                   Payoff        Penalty      Prepayment    Maturity       Property       Geographic
Control #     Period    Balance          Type     Amount         Amount         Date         Date           Type           Location
---------------------- ==================================================== ============================ ===========================


































====================== ==================================================== ============================ ===========================
                        CURRENT                        0               0
                        CUMULATIVE
                       ====================================================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>                                        <C>                                                           <C>
ABN AMRO                                       GMAC COMMERCIAL MORTGAGE SECURITIES, INC.                 Statement Date:  01/10/2004
LaSalle Bank N.A.                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               Payment Date:    01/10/2004
                                                            SERIES 2003-C3                               Prior Payment:          N/A
                                                                                                         Next Payment:    02/10/2004
                                                                                                         Record Date:     12/31/2003
                                                     ABN AMRO ACCT: XX-XXXX-XX-X

                                                       DELINQUENT LOAN DETAIL

====================================================================================================================================
              Paid                   Outstanding   Out. Property                    Special
Disclosure    Thru     Current P&I       P&I         Protection      Advance        Servicer       Foreclosure   Bankruptcy    REO
Control #     Date       Advance      Advances**      Advances    Description (1)  Transfer Date       Date          Date      Date
====================================================================================================================================


































====================================================================================================================================
A. P&I Advance - Loan in Grace Period
B. P&I Advance - Late Payment but < 1 month delinq
1. P&I Advance - Loan delinquent 1 month
2. P&I Advance - Loan delinquent 2 months
3. P&I Advance - Loan delinquent 3 months or More
4. Matured Balloon/Assumed Scheduled Payment
7. P&I Advance (Foreclosure)
9. P&I Advance (REO)
====================================================================================================================================
**  Outstanding P&I Advances include the current period P&I Advance
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>                                        <C>                                                           <C>
ABN AMRO                                       GMAC COMMERCIAL MORTGAGE SECURITIES, INC.                 Statement Date:  01/10/2004
LaSalle Bank N.A.                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               Payment Date:    01/10/2004
                                                            SERIES 2003-C3                               Prior Payment:          N/A
                                                                                                         Next Payment:    02/10/2004
                                                                                                         Record Date:     12/31/2003
                                                     ABN AMRO ACCT: XX-XXXX-XX-X

                                                    MORTGAGE LOAN CHARACTERISTICS


                  DISTRIBUTION OF PRINCIPAL BALANCES                            DISTRIBUTION OF MORTGAGE INTEREST RATES
=================================================================  =================================================================
   Current                                     Weighted Average      Current                                     Weighted Average
  Scheduled     # of     Scheduled   % of    --------------------    Mortgage      # of    Scheduled   % of   ----------------------
   Balances     Loans     Balance   Balance   Term  Coupon  DSCR   Interest Rate   Loans    Balance   Balance  Term   Coupon   DSCR
=================================================================  =================================================================



















                                                                   =================================================================
                                                                                      0        0      0.00%
                                                                   =================================================================
                                                                   Minimum Mortgage Interest Rate              10.0000%
                                                                   Maximum Mortgage Interest Rate              10.0000%


=================================================================
                  0           0     0.00%
=================================================================               DISTRIBUTION OF REMAINING TERM (BALLOON)
Average Scheduled Balance                                          =================================================================
Maximum Scheduled Balance                                               Balloon
Minimum Scheduled Balance                                              Mortgage     # of    Scheduled   % of     Weighted Average
                                                                        Loans       Loans    Balance   Balance  Term   Coupon   DSCR
                                                                   =================================================================
          DISTRIBUTION OF REMAINING TERM (FULLY AMORTIZING)           0  to  60
=================================================================
  Fully                                                              61  to 120
Amortizing                                    Weighted Average
 Mortgage     # of    Scheduled     % of   ----------------------    121 to 180
   Loans      Loans    Balance    Balance   Term    Coupon  DSCR
=================================================================    181 to 240

                                                                     241 to 360





=================================================================  =================================================================
                  0          0    0.00%                                                        0                         0 0.00%
=================================================================  =================================================================
                      Minimum Remaining Term                       Minimum Remaining Term      0
                      Maximum Remaining Term                       Maximum Remaining Term      0

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                        <C>                                                           <C>
ABN AMRO                                       GMAC COMMERCIAL MORTGAGE SECURITIES, INC.                 Statement Date:
LaSalle Bank N.A.                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               Payment Date:
                                                            SERIES 2003-C3                               Prior Payment:
                                                                                                         Next Payment:
                                                                                                         Record Date:
                                                     ABN AMRO ACCT: XX-XXXX-XX-X

                                                    MORTGAGE LOAN CHARACTERISTICS


                DISTRIBUTION OF DSCR (CURRENT)                                         GEOGRAPHIC DISTRIBUTION
=================================================================  =================================================================
 Debt Service     # of     Scheduled   % of                        Geographic      # of     Scheduled  % of
Coverage Ratio    Loans     Balance   Balance   WAMM  WAC  DSCR     Location       Loans     Balance   Balance   WAMM  WAC  DSCR
=================================================================  =================================================================















=================================================================
                    0         0        0.00%
=================================================================
Maximum DSCR                  0.000
Minimum DSCR                  0.000



                DISTRIBUTION OF DSCR (CUTOFF)
=================================================================
 Debt Service     # of     Scheduled   % of
Coverage Ratio    Loans     Balance   Balance   WAMM  WAC  DSCR
=================================================================















=================================================================  =================================================================
                       0           0  0.00%                                          0                     0.00%
=================================================================  =================================================================
Maximum DSCR      0.00
Minimum DSCR      0.00

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                        <C>                                                           <C>
ABN AMRO                                       GMAC COMMERCIAL MORTGAGE SECURITIES, INC.                 Statement Date:
LaSalle Bank N.A.                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               Payment Date:
                                                            SERIES 2003-C3                               Prior Payment:
                                                                                                         Next Payment:
                                                                                                         Record Date:
                                                     ABN AMRO ACCT: XX-XXXX-XX-X

                                                    MORTGAGE LOAN CHARACTERISTICS


                 DISTRIBUTION OF PROPERTY TYPES                                     DISTRIBUTION OF LOAN SEASONING
=================================================================  =================================================================
                  # of     Scheduled   % of                                          # of     Scheduled   % of
Property Types    Loans     Balance   Balance   WAMM  WAC  DSCR    Number of Years   Loans     Balance   Balance   WAMM  WAC  DSCR
=================================================================  =================================================================














=================================================================  =================================================================
                      0         0     0.00%                                              0         0     0.00%
=================================================================  =================================================================



                 DISTRIBUTION OF AMORTIZATION TYPE                                  DISTRIBUTION OF YEAR LOANS MATURING
=================================================================  =================================================================
Amortization      # of     Scheduled   % of                                          # of     Scheduled   % of
    Type          Loans     Balance   Balance   WAMM  WAC  DSCR          Years       Loans     Balance   Balance   WAMM  WAC  DSCR
=================================================================  =================================================================
                                                                         2003
                                                                         2004
                                                                         2005
                                                                         2006
                                                                         2007
                                                                         2008
                                                                         2009
                                                                         2010
                                                                         2011
                                                                         2012
                                                                         2013
                                                                    2014 & Longer
=================================================================  =================================================================
                                                                                         0         0     0.00%
=================================================================  =================================================================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>                                        <C>                                                           <C>
ABN AMRO                                       GMAC COMMERCIAL MORTGAGE SECURITIES, INC.                 Statement Date:  01/10/2004
LaSalle Bank N.A.                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               Payment Date:    01/10/2004
                                                            SERIES 2003-C3                               Prior Payment:          N/A
                                                                                                         Next Payment:    02/10/2004
                                                                                                         Record Date:     12/31/2003
                                                     ABN AMRO ACCT: XX-XXXX-XX-X

                                                          LOAN LEVEL DETAIL

====================================================================================================================================
                                          Operating             Ending           Sche-       Spec.        Loan        Prepayment
Disclosure      Property                  Statement  Maturity  Principal  Note   duled  Mod. Serv  ASER  Status  -------------------
 Control #  Grp   Type   State DSCR  NOI     Date      Date     Balance   Rate    P&I   Flag Flag  Flag  Code(1) Amount Penalty Date
====================================================================================================================================











































====================================================================================================================================
                        W/Avg   0.00     0                              0            0                                0       0
====================================================================================================================================

* NOI and DSCR, if available and reportable under the terms of the Pooling and
Servicing Agreement, are based on information obtained from the related
borrower, and no other party to the agreement shall be held liable for the
accuracy or methodology used to determine such figures.

(1) Legend:
 A. P&I Adv -  in Grace Period
 B. P&I Adv -  < one month delinq
 1. P&I Adv -  delinquent 1 month
 2. P&I Adv -  delinquent 2 months
 3. P&I Adv -  delinquent 3+ months
 4. Mat. Balloon/Assumed  P&I
 5. Prepaid in Full
 6. Specially  Serviced
 7. Foreclosure
 8. Bankruptcy
 9. REO
10. DPO
11. Modification
====================================================================================================================================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>                                        <C>                                                           <C>
ABN AMRO                                       GMAC COMMERCIAL MORTGAGE SECURITIES, INC.                 Statement Date:  01/10/2004
LaSalle Bank N.A.                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               Payment Date:    01/10/2004
                                                            SERIES 2003-C3                               Prior Payment:          N/A
                                                                                                         Next Payment:    02/10/2004
                                                                                                         Record Date:     12/31/2003
                                                     ABN AMRO ACCT: XX-XXXX-XX-X

                                               SPECIALLY SERVICED (PART I) ~ LOAN DETAIL

====================== ============= ==================== ==================================== ================= ===================
                                            Balance                            Remaining Term
Disclosure   Transfer   Loan Status  -------------------    Note   Maturity    ---------------  Property                        NOI
 Control #     Date       Code (1)   Scheduled    Actual    Rate     Date       Life    Amort.    Type     State   NOI   DSCR   Date
====================== ============= ==================== ==================================== ================= ===================


























====================== ============= ==================== ==================================== ================= ===================
</TABLE>
(1) Legend:
 A. P&I Adv - in Grace Period
 B. P&I Adv - < 1 month delinq.
 1. P&I Adv - delinquent 1 month
 2. P&I Adv - delinquent 2 months
 3. P&I Adv - delinquent 3+ months
 4. Mat. Balloon/Assumed P&I
 7. Foreclosure
 9. REO


<PAGE>
<TABLE>
<CAPTION>
<S>                                        <C>                                                           <C>
ABN AMRO                                       GMAC COMMERCIAL MORTGAGE SECURITIES, INC.                 Statement Date:  01/10/2004
LaSalle Bank N.A.                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               Payment Date:    01/10/2004
                                                            SERIES 2003-C3                               Prior Payment:          N/A
                                                                                                         Next Payment:    02/10/2004
                                                                                                         Record Date:     12/31/2003
                                                     ABN AMRO ACCT: XX-XXXX-XX-X

                                       SPECIALLY SERVICED LOAN DETAIL (PART II) ~ SERVICER COMMENTS


================================= ==================================================================================================
Disclosure           Resolution
Control #             Strategy                                            Comments
================================= ==================================================================================================











































================================= ==================================================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                        <C>                                                           <C>
ABN AMRO                                       GMAC COMMERCIAL MORTGAGE SECURITIES, INC.                 Statement Date:  01/10/2004
LaSalle Bank N.A.                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               Payment Date:    01/10/2004
                                                            SERIES 2003-C3                               Prior Payment:          N/A
                                                                                                         Next Payment:    02/10/2004
                                                                                                         Record Date:     12/31/2003
                                                     ABN AMRO ACCT: XX-XXXX-XX-X

                                                         MODIFIED LOAN DETAIL

====================================================================================================================================
                                Cutoff       Modified
Disclosure    Modification     Maturity      Maturity                                   Modification
Control #         Date           Date          Date                                     Description
====================================================================================================================================


































====================================================================================================================================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>                                        <C>                                                           <C>
ABN AMRO                                       GMAC COMMERCIAL MORTGAGE SECURITIES, INC.                 Statement Date:  01/10/2004
LaSalle Bank N.A.                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               Payment Date:    01/10/2004
                                                            SERIES 2003-C3                               Prior Payment:          N/A
                                                                                                         Next Payment:    02/10/2004
                                                                                                         Record Date:     12/31/2003
                                                     ABN AMRO ACCT: XX-XXXX-XX-X

                                                        REALIZED LOSS DETAIL

====================================================================================================================================
                                            Beginning            Gross Proceeds   Aggregate        Net      Net Proceeds
         Disclosure   Appraisal  Appraisal  Scheduled   Gross       as a % of    Liquidation   Liquidation    as a % of     Realized
Period    Control #     Date       Value     Balance   Proceeds  Sched Principal   Expenses *    Proceeds   Sched. Balance    Loss
======   ==========   =========  =========  =========  ========  =============== ============  ===========  ==============  ========





































------------------------------------------------------------------------------------------------------------------------------------
CURRENT TOTAL                                  0.00       0.00                        0.00        0.00                          0.00
CUMULATIVE                                     0.00       0.00                        0.00        0.00                          0.00
====================================================================================================================================
* Aggregate liquidation expenses also include outstanding P&I advances and unpaid servicing fees, unpaid trustee fees, etc.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>                                        <C>                                                           <C>
ABN AMRO                                       GMAC COMMERCIAL MORTGAGE SECURITIES, INC.                 Statement Date:  01/10/2004
LaSalle Bank N.A.                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               Payment Date:    01/10/2004
                                                            SERIES 2003-C3                               Prior Payment:          N/A
                                                                                                         Next Payment:    02/10/2004
                                                                                                         Record Date:     12/31/2003
                                                     ABN AMRO ACCT: XX-XXXX-XX-X

                                                     APPRAISAL REDUCTION DETAIL

======================= ===================================== =============================== =============== ===== ================
                                                                               Remaining Term                          Appraisal
Disclosure   Appraisal  Scheduled   ARA    Current P&I        Note  Maturity   -------------- Property              ----------------
 Control #   Red. Date   Balance   Amount    Advance    ASER  Rate    Date     Life    Amort.   Type    State  DSCR  Value    Date
======================= ===================================== =============================== =============== ===== ================







































======================= ===================================== =============================== =============== ===== ================
</TABLE>

<PAGE>

                                                                     EXHIBIT H-1

                         FORM OF INVESTOR CERTIFICATION

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street
Suite 1625
Chicago, Illinois 60603

GMAC Commercial Mortgage Corporation
200 Witmer Road

Horsham, PA  19044

Attention: Asset Backed Securities Trust Services Group,
           GMAC Mortgage Pass-Through Certificates Series 2003-C3

      In accordance with Section 4.02 of the Pooling and Servicing Agreement,
dated as of December 1, 2003 (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"), Midland Loan Services, Inc., as AFR/Bank of America  Portfolio
Whole Loan Special Servicer (the "AFR/Bank of America Special Servicer"),
LaSalle Bank National Association, as Trustee (the "Trustee") and ABN AMRO Bank
N.V., as Fiscal Agent, with respect to the GMAC Commercial Mortgage Securities,
Inc. Mortgage Pass-Through Certificates, Series 2003-C3 (the "Certificates"),
the undersigned hereby certifies and agrees as follows:

      1. The undersigned is a beneficial owner or prospective purchaser of the
Class ___ Certificates.

      2. The undersigned is requesting access pursuant to the Agreement to
certain information (the "Information") on the [Trustee's website] [Master
Servicer's website] [Special Servicer's website] [AFR/Bank of America 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] [AFR Bank of America 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][AFR Bank of America Special
Servicer], be otherwise disclosed by the undersigned or by its officers,


                                     H-1-1
<PAGE>

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 (the "Securities Act"), or the Securities Exchange Act of 1934,
as amended, or would require registration of any Certificate not previously
registered pursuant to Section 5 of the Securities Act.

      5. The undersigned shall be fully liable for any breach of this agreement
by itself or any of its Representatives and shall indemnify the Depositor, the
Trustee, the Master Servicer, the Special Servicer and the Trust Fund for any
loss, liability or expense incurred thereby with respect to any such breach by
the undersigned or any of its Representatives.

      6. Capitalized terms used but not defined herein shall have the respective
meanings assigned thereto in the Agreement.

      IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized signatory, as of the day and year written above.

                                 ____________________________________________
                                 Beneficial Owner or Prospective Purchaser
                                 By:_________________________________________
                                 Name: ______________________________________
                                 Title:______________________________________
                                 Company:____________________________________
                                 Phone:______________________________________

cc: GMAC Commercial Mortgage Corporation
    GMAC Commercial Mortgage Securities, Inc.


                                     H-1-2
<PAGE>

                                                       SCHEDULE I to EXHIBIT H-1

                                   SCHEDULE TO
                         FORM OF INVESTOR CERTIFICATION


                                     H-1-3
<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

Midland Loan Services, Inc.
10851 Mastin, Building 82
Overland Park, KS  66210

Attention: GMAC Commercial Mortgage Securities, Inc.,
           Commercial Mortgage Pass-Through Certificates Series 2003-C3

      Re:   Information regarding GMAC Commercial Mortgage Securities, Inc.,
            Commercial Mortgage Pass-Through Certificates Series 2003-C3

Ladies and Gentlemen:

            In connection with the GMAC Commercial Mortgage Securities, Inc.,
Commercial Mortgage Pass-Through Certificates Series 2003-C3 (the
"Certificates"), we acknowledge that we will be furnished by [GMAC Commercial
Mortgage Corporation, as Master Servicer,] [Lennar Partners, Inc., as Special
Servicer,] [Midland Loan Services, Inc., as AFR/Bank of America Portfolio Whole
Loan 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,


                                     H-2-1
<PAGE>

the Special Servicer, the AFR/Bank of America Portfolio Whole Loan Special
Servicer and the Trust Fund for any loss, liability or expense incurred thereby
with respect to any such breach by the undersigned or any of its
Representatives.

      This Agreement shall not apply to any of the Information which: (i) is or
becomes generally available and known to the public other than as a result of a
disclosure directly or indirectly by us or any of our Representatives; (ii)
becomes lawfully available to us on a non-confidential basis from a source other
than you or one of your Representatives, which source is not bound by a
contractual or other obligation of confidentiality to any Person; or (iii) was
lawfully known to us on a non-confidential basis prior to its disclosure to us
by you.

      Capitalized terms used but not defined herein shall have the meaning
assigned thereto in that certain Pooling and Servicing Agreement, dated as of
December 1, 2003, by and among GMAC Commercial Mortgage Securities, Inc. as
Depositor, GMAC Commercial Mortgage Corporation as Master Servicer, Lennar
Partners, Inc., as Special Servicer, and Midland Loan Services, Inc., as
AFR/Bank of America Portfolio Whole Loan Special Servicer, LaSalle Bank National
Association, as Trustee (the "Trustee") and ABN AMRO Bank N.V., as Fiscal Agent.

      This Agreement, when signed by us, will constitute our agreement with
respect to the subject matter contained herein.

                                            Very truly yours,

                                            [NAME OF ENTITY]

                                            By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------
                                            Company:
                                                    ---------------------------
                                            Phone:
                                                  -----------------------------

cc:   GMAC Commercial Mortgage Securities, Inc.
      Trustee


                                     H-2-2
<PAGE>

                                                                       EXHIBIT I

                   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 December 1, 2003 (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 Midland Loan Services, Inc., as AFR/Bank
        of America Portfolio Whole Loan Special Servicer, LaSalle Bank National
        Association, as Trustee and ABN AMRO Bank N.V., as Fiscal Agent.

        Date: _____________________, 20__.

Re:     GMAC Commercial Mortgage Securities, Inc., Mortgage Pass-Through
        Certificates Series 2003-C3

        Mortgage Loan (the "Mortgage Loan") identified by loan number ________
        on the Mortgage Loan Schedule attached to the Pooling and Servicing
        Agreement and heretofore secured by the Mortgaged Properties identified
        on the Mortgage Loan Schedule by the following names:

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

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

        Reference is made to the Pooling and Servicing Agreement described
above. Capitalized terms used but not defined herein have the meanings assigned
to such terms in the Pooling and Servicing Agreement.

        As 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.


                                       I-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.


                                      I-2
<PAGE>

                  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 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 (or, in the case of the ARD Loan, on its Anticipated Repayment
Date), (ii) the revenues received in any month from the defeasance collateral
will be applied to make Scheduled Payments within four (4) months after the date
of receipt, and (iii) interest income from the defeasance collateral to the
Defeasance Obligor in any calendar or fiscal year will not exceed such
Defeasance Obligor's interest expense for the Mortgage Loan (or the allocated
portion thereof in a partial defeasance) for such year.

                  i. The 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


                                      I-3
<PAGE>

Certificates as of the date of the most recent Distribution Date Statement
received by us (the "Current Report").

                  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:


                                      I-4
<PAGE>

                                                         SCHEDULE I TO EXHIBIT I

                                   EXCEPTIONS


                                      I-5
<PAGE>

                                                        SCHEDULE II TO EXHIBIT I

           MATERIAL AGREEMENTS, INSTRUMENTS, ORGANIZATIONAL DOCUMENTS
                    AND OPINIONS OF COUNSEL AND ACCOUNTANTS


                                      I-6
<PAGE>

                                                                       EXHIBIT J

                        FORM OF INSURANCE SUMMARY REPORT

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                              Insurance compliant
Mortgage                                                                                         with Mortgage        Adequate
 Loan       Mortgage Loan           Property              Current Loan    Term of Insurance   Documents-excluding    Terrorism
Number        Borrower                                     Balance ($)                         Terrorism Coverage   Coverage (Y/N)
                                                                                                      (Y/N)
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                   <C>                     <C>        <C>                    <C>                     <C>
1234567
(Sample
Entry)                                                                   12/31/01-12/31/02
------------------------------------------------------------------------------------------------------------------------------------
1234568
(Sample
Entry)                                                                   12/31/01-12/31/02
------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

------------------------------------------------------------------------------------------------------------------------------------
(1) If so, identify specific coverage affected (i.e. Casualty, Liability, Business Interruption, etc.)
------------------------------------------------------------------------------------------------------------------------------------
(2) Please indicate either N/A if not applicable or the dollar amount of the coverage.
------------------------------------------------------------------------------------------------------------------------------------
(3) If the mortgage loan documents contains language for "such other insurance as may be reasonably required..." and there
is a distinction between Liability and Casualty Coverage, please identify which coverage offers such latitude.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       J-1
<PAGE>

                                                                       EXHIBIT K

                    FORM OF FIRST ANNIVERSARY RESERVE REPORT

   Loan Number   Property Name      Deferred     Other Initial          Comments
                                   Maintenance      Balance


                                      K-1
<PAGE>

                                                                     EXHIBIT L-1

                   CLOSING MORTGAGE FILE REVIEW CERTIFICATION

                         CUSTODIAN INITIAL CERTIFICATION

                                December 18, 2003

RE:   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 AFR/BANK OF AMERICA
      WHOLE LOAN SPECIAL SERVICER, LASALLE BANK NATIONAL ASSOCIATION, AS
      TRUSTEE, AND ABN AMRO BANK N.V., AS FISCAL AGENT.

      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.

                                   LaSalle Bank National Association as
                                   Custodian

                                   -------------------------------------------
                                   By:     Ann M. Kelly
                                   Title:  Assistant Vice President


                                     L-1-1
<PAGE>

                                                                     EXHIBIT L-2

                              POST-CLOSING MORTGAGE
                            FILE REVIEW CERTIFICATION
                     FORM OF FINAL CERTIFICATION OF TRUSTEE

                                     [Date]

<TABLE>
<S>                                               <C>
GMAC Commercial Mortgage Securities, Inc.         German American Capital Corporation
200 Witmer Road                                   31 West 52nd Street
Horsham, Pennsylvania 19044                       New York, New York 10019

Controlling Class Certificate holders]            Goldman Sachs Mortgage Company
                                                  85 Broad Street
                                                  New York, New York 10004

GMAC Commercial Mortgage Corporation              Morgan Stanley & Co. Incorporated,
200 Witmer Road                                   1585 Broadway
Horsham, Pennsylvania  19044                      New York, New York 10036
</TABLE>

      RE:   POOLING AND SERVICING AGREEMENT, DATED AS OF DECEMBER 1, 2003
            ("POOLING AND SERVICING AGREEMENT"), RELATING TO GMAC COMMERCIAL
            MORTGAGE SECURITIES INC., MORTGAGE PASS-THROUGH CERTIFICATES, SERIES
            2003-C3

Ladies and Gentlemen:

      In accordance with the provisions of Section 2.02 of the Pooling and
Servicing Agreement, the undersigned hereby certifies that, with respect to each
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan
paid in full or any Mortgage Loan specifically identified in the exception
report annexed hereto as not being covered hereby), that: (i) all documents
specified in clauses (1) through (5), (9), (11) 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.

      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]


                                     L-2-1
<PAGE>

                                   LASALLE BANK NATIONAL ASSOCIATION
                                   as Trustee

                                   By: ____________________________________
                                    Name:
                                    Title:


                                     L-2-2
<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 2003-C3

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 December 1, 2003 (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 Midland Loan Services, Inc., as AFR/Bank of America
Whole Loan Special Servicer, (the "AFR/Bank of America Special Servicer"),
LaSalle Bank National Association, as trustee (the "Trustee") and ABN AMRO Bank
N.V., as fiscal agent (the "Fiscal Agent");

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, the Special Servicer and the AFR/Bank of America
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,
the Special Servicer and the AFR/Bank of America Whole Loan 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, Special Servicer's or the
AFR/Bank of America 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:_____________________


                                     M-1-1
<PAGE>

-------------------------
[Signature]
[Title]


                                     M-1-2
<PAGE>

                                                                     EXHIBIT M-2

                            FORM OF CERTIFICATION TO
                            BE PROVIDED TO DEPOSITOR

                    GMAC Commercial Mortgage Securities, Inc.
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2003-C3

I, [identify the certifying individual], a ______________ of LaSalle Bank
National Association, certify to GMAC Commercial Mortgage Securities, Inc. and
its officers, directors and affiliates, and with the knowledge and intent that
they will rely upon this certification, that:

I have reviewed the annual report on Form 10-K for the fiscal year [______], and
all reports on Form 8-K containing distribution date reports filed in respect of
periods included in the year covered by that annual report, of the trust created
pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2003
(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"), Midland Loan Services, Inc., as
AFR/Bank of America Portfolio Whole Loan Special Servicer (the "AFR/Bank of
America Special Servicer"), LaSalle Bank National Association, as trustee (the
"Trustee") and ABN AMRO Bank N.V., as fiscal agent (the "Fiscal Agent");

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:_____________________

LASALLE BANK NATIONAL ASSOCIATION


-------------------------
[Signature]
[Title]

                                      M-2-1

<PAGE>

                                                                     EXHIBIT M-3

                            FORM OF CERTIFICATION TO
                            BE PROVIDED TO DEPOSITOR

                    GMAC Commercial Mortgage Securities, Inc.
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2003-C3

I, ________________ a ____________________ of [GMAC COMMERCIAL MORTGAGE
CORPORATION ("GMACCM")] [LENNAR PARTNERS, INC. ("Lennar")] [MIDLAND LOAN
SERVICES, INC. ("Midland")] on behalf of [GMACCM, as master servicer (the
"Master Servicer"),] [Lennar, as special servicer with respect to all Mortgage
Loans other than the AFR/Bank of America Portfolio Whole Loan (the "Special
Servicer"),] [Midland, as special servicer of the AFR/Bank of America Portfolio
Whole Loan (the "AFR/Bank of America Special Servicer"),] hereby certify to GMAC
Commercial Mortgage Securities, Inc. (the "Depositor") and its officers,
directors and affiliates, to the extent that the following information is within
the [Master Servicer's] [Special Servicer's] area of responsibilities and duties
under the Pooling and Servicing Agreement, and with the knowledge and intent
that they will rely upon this certification, that:

      1. I am responsible for reviewing the activities performed by the [Master
Servicer] [Special Servicer] under the pooling and servicing agreement, dated as
of December 1, 2003 (the "Pooling and Servicing Agreement"), among the
Depositor, as depositor, GMACCM, as master servicer, Lennar Partners, Inc., as
special servicer with respect to all mortgage loans other than the AFR/Bank of
America Portfolio Whole Loan, Midland Loan Services, Inc., as special servicer
of the AFR/Bank of America Whole Loan, LaSalle Bank National Association, as
trustee, and ABN AMRO Bank N.V. as fiscal agent, and, based upon the review
performed as required under Section 3.13 of the Pooling and Servicing Agreement,
and except as disclosed on Schedule I hereto, the [Master Servicer] [Special
Servicer], to my knowledge, has fulfilled its material obligations under the
Pooling and Servicing Agreement, including the provision of all reports required
to be submitted by the [Master Servicer] [Special Servicer] thereunder, and
that, to the knowledge of the [Master Servicer] [Special Servicer], such reports
do not contain any material misstatements or omissions; and

      2. I have disclosed to the [Master Servicer's] [Special Servicer's]
certified public accountants all significant deficiencies, to my knowledge,
relating to the [Master Servicer's] [Special Servicer's] compliance with the
minimum servicing standards in accordance with a review conducted in compliance
with the Uniform Single Attestation Program for Mortgage Bankers or similar
standard as set forth in the Pooling and Servicing Agreement.

                            [Continued on Next Page]


                                     M-3-1

<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:


                                     M-3-2

<PAGE>

                                                                      SCHEDULE I

                             Mortgage Loan Schedule
<TABLE>
<CAPTION>
Control  Loan   Loan        Loan
Number   Group  Number   Originator        Property Name                   Address                City         State
--------------------------------------------------------------------------------------------------------------------------
<S>       <C> <C>           <C>      <C>                           <C>                         <C>            <C>
   1      1   GA18944       GACC     AFR Portfolio (1)             Various                     Various        Various
  1.1         GA18944-1     GACC     Bank of America Center        231 South LaSalle Street    Chicago        Illinois
  1.2         GA18944-2     GACC     Van Ness & Market             One South Van Ness          San            California
                                                                   Boulevard                   Francisco
  1.3         GA18944-3     GACC     525 North Tryon-Odell         525 North Tryon Street      Charlotte      North
                                     Building
                                                                                                              Carolina
  1.4         GA18944-4     GACC     Bank of America Financial     601 West Riverside Avenue   Spokane        Washington
                                     Center
  1.5         GA18944-5     GACC     Jacksonville Ops Center #600  9000 Southside Boulevard    Jacksonville   Florida
  1.6         GA18944-6     GACC     Jacksonville Ops Center #100  9000 Southside Boulevard    Jacksonville   Florida
  1.7         GA18944-7     GACC     Jacksonville Ops Center #400  9000 Southside Boulevard    Jacksonville   Florida
  1.8         GA18944-8     GACC     South Region TPC              17100 North West 59th       Miami Lakes    Florida
                                                                   Avenue
  1.9         GA18944-9     GACC     Catalina-Bank of America      1825 East Buckeye Road      Phoenix        Arizona
                                     Center
  1.10        GA18944-10    GACC     Jacksonville Ops Center #200  9000 Southside Boulevard    Jacksonville   Florida
  1.11        GA18944-11    GACC     Jacksonville Ops Center #700  9000 Southside Boulevard    Jacksonville   Florida
  1.12        GA18944-12    GACC     South Mountain-Bank of        1825 East Buckeye Road      Phoenix        Arizona
                                     America
  1.13        GA18944-13    GACC     Jacksonville Ops Center #500  9000 Southside Boulevard    Jacksonville   Florida
  1.14        GA18944-14    GACC     Jacksonville Ops Center #300  9000 Southside Boulevard    Jacksonville   Florida
  1.15        GA18944-15    GACC     Miami Lakes Operation Center  5875 North West 163rd       Miami Lakes    Florida
                                                                   Street
  1.16        GA18944-16    GACC     Spokane Bankcard Services     1616 South Rustle           Spokane        Washington
  1.17        GA18944-17    GACC     Century Park                  1000 Century Park Road      Tampa          Florida
  1.18        GA18944-18    GACC     Bank of America Plaza         820 A Street                Tacoma         Washington
  1.19        GA18944-19    GACC     Mendham Operations Center     707 Mendham Boulevard       Orlando        Florida
  1.20        GA18944-20    GACC     Glendale Main                 345 North Brand Boulevard   Glendale       California
  1.21        GA18944-21    GACC     Fort Sam Houston              1422 East Grayson Street    San Antonio    Texas
  1.22        GA18944-22    GACC     Ellinwood Center #300         300 Ellinwood Way           Pleasant       California
                                                                                               Hill
  1.23        GA18944-23    GACC     Ellinwood Center #400         400 Ellinwood Way           Pleasant       California
                                                                                               Hill
  1.24        GA18944-24    GACC     Long Beach Financial          150 Long Beach Boulevard    Long Beach     California
  1.25        GA18944-25    GACC     Maricopa-Bank of America      1825 East Buckeye Road      Phoenix        Arizona
                                     Center
  1.26        GA18944-26    GACC     Camelback-Bank of America     1825 East Buckeye Road      Phoenix        Arizona
                                     Center
  1.27        GA18944-27    GACC     McDowell-Bank of America      1825 East Buckeye Road      Phoenix        Arizona
                                     Center
  1.28        GA18944-28    GACC     Stockton Main Office          110 East Weber Street       Stockton       California
  1.29        GA18944-29    GACC     Inland Empire Cash Vault      1275 South Dupont Avenue    Ontario        California
  1.30        GA18944-30    GACC     Lake & Colorado Br            880 East Colorado           Pasadena       California
                                                                   Boulevard
  1.31        GA18944-31    GACC     Pomona Main                   444 South Garey Avenue      Pomona         California
  1.32        GA18944-32    GACC     Ellinwood Center #500         500 Ellinwood Way           Pleasant       California
                                                                                               Hill
  1.33        GA18944-33    GACC     Sunnyvale Main Branch         444 South Mathilda Avenue   Sunnyvale      California
  1.34        GA18944-34    GACC     Coronado Branch               1199 Orange Avenue          Coronado       California
  1.35        GA18944-35    GACC     Riverside Main                3650 14th Street            Riverside      California

<CAPTION>

Control
Number     Zip Code County
----------------------------------------
<S>        <C>      <C>
   1       Various  Various
  1.1      60604    Cook
  1.2      94103    San Francisco

  1.3      28202    Mecklenberg


  1.4      99210    Spokane

  1.5      32256    Duval
  1.6      32256    Duval
  1.7      32256    Duval
  1.8      33015    Miami-Dade

  1.9      85034    Maricopa

  1.10     32256    Duval
  1.11     32256    Duval
  1.12     85034    Maricopa

  1.13     32256    Duval
  1.14     32256    Duval
  1.15     33014    Miami-Dade

  1.16     99224    Spokane
  1.17     33607    Hillsborough
  1.18     98402    Pierce
  1.19     32825    Orange
  1.20     91203    Los Angeles
  1.21     78208    Bexar
  1.22     94523    Contra Costa

  1.23     94523    Contra Costa

  1.24     90802    Los Angeles
  1.25     85034    Maricopa

  1.26     85034    Maricopa

  1.27     85034    Maricopa

  1.28     95202    San Joaquin
  1.29     91761    San Bernadino
  1.30     91106    Los Angeles

  1.31     91766    Los Angeles
  1.32     94523    Contra Costa

  1.33     94086    Santa Clara
  1.34     92118    San Diego
  1.35     92501    Riverside
</TABLE>

                                 Schedule I - 1

<PAGE>

                             Mortgage Loan Schedule

<TABLE>
<CAPTION>
Control   Related   Original        Current      Interest    Admin.   Accrual                                        First Payment
Number    Groups   Balance ($)    Balance ($)     Rate %      Fee %    Type          Amortization Type    Note Date        Date
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>    <C>            <C>           <C>         <C>     <C>           <C>                     <C>          <C>
                                                                                  Interest Only, then
  1                100,000,000    100,000,000   5.48912     0.0318  Actual/360    Amortizing              12/01/2003   01/01/2004
 1.1
 1.2
 1.3
 1.4
 1.5
 1.6
 1.7
 1.8
 1.9
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
1.30
1.31
1.32
1.33
1.34
1.35

<CAPTION>
                   Original         Remaining
Control         Interest Only     Interest Only
Number             Period            Period            Seasoning
-------------------------------------------------------------------
<S>                 <C>               <C>                  <C>
  1                 18                18                   0
 1.1
 1.2
 1.3
 1.4
 1.5
 1.6
 1.7
 1.8
 1.9
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
1.30
1.31
1.32
1.33
1.34
1.35
</TABLE>


                                 Schedule I - 2

<PAGE>


<TABLE>
<CAPTION>
          Original
Control   Term to   Remaining Term   Original Amortization      Remaining                        Grace Default   Maturity Date or
Number    Maturity  to Maturity              Term           Amortization Term  Payment Due Date      Period           ARD
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>       <C>                    <C>                  <C>                <C>               <C>        <C>
  1         120       120                    330                  330                1                 5          12/01/2013
 1.1
 1.2
 1.3
 1.4
 1.5
 1.6
 1.7
 1.8
 1.9
 1.10
 1.11
 1.12
 1.13
 1.14
 1.15
 1.16
 1.17
 1.18
 1.19
 1.20
 1.21
 1.22
 1.23
 1.24
 1.25
 1.26
 1.27
 1.28
 1.29
 1.30
 1.31
 1.32
 1.33
 1.34
 1.35

<CAPTION>

Control  Scheduled Maturity or
Number      ARD Balance ($)
-------------------------------------
<S>           <C>
  1           83,917,809
 1.1
 1.2
 1.3
 1.4
 1.5
 1.6
 1.7
 1.8
 1.9
 1.10
 1.11
 1.12
 1.13
 1.14
 1.15
 1.16
 1.17
 1.18
 1.19
 1.20
 1.21
 1.22
 1.23
 1.24
 1.25
 1.26
 1.27
 1.28
 1.29
 1.30
 1.31
 1.32
 1.33
 1.34
 1.35
</TABLE>


                                 Schedule I - 3

<PAGE>

                             Mortgage Loan Schedule

<TABLE>
<CAPTION>
                                                                                                                      Cut-Off Date
                                                                                         Total Sq.                   Balance per Sq.
Control                              Annual Debt    Cut-Off     Scheduled Maturity or  Ft./Units/Pads/      Unit      Ft./Unit/Pad/
Number      Prepayment Provision       Service    Date LTV (%)     ARD Date LTV (%)        Rooms         Description       Room
------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>                         <C>             <C>                <C>            <C>                  <C>             <C>
    1    Lock/24_Defeasance/91_0%/5  7,053,434       47.24              39.73          7,774,995            Sq Ft           44
   1.1                                                                                 1,027,783            Sq Ft
   1.2                                                                                   481,064            Sq Ft
   1.3                                                                                   413,407            Sq Ft
   1.4                                                                                   359,843            Sq Ft
   1.5                                                                                   295,895            Sq Ft
   1.6                                                                                   233,311            Sq Ft
   1.7                                                                                   172,511            Sq Ft
   1.8                                                                                   115,662            Sq Ft
   1.9                                                                                   170,151            Sq Ft
   1.10                                                                                  122,666            Sq Ft
   1.11                                                                                  118,963            Sq Ft
   1.12                                                                                  150,000            Sq Ft
   1.13                                                                                  116,749            Sq Ft
   1.14                                                                                  113,861            Sq Ft
   1.15                                                                                  141,366            Sq Ft
   1.16                                                                                   85,154            Sq Ft
   1.17                                                                                   68,868            Sq Ft
   1.18                                                                                   79,243            Sq Ft
   1.19                                                                                  112,217            Sq Ft
   1.20                                                                                   46,338            Sq Ft
   1.21                                                                                   61,095            Sq Ft
   1.22                                                                                   43,104            Sq Ft
   1.23                                                                                   42,766            Sq Ft
   1.24                                                                                   42,941            Sq Ft
   1.25                                                                                   62,482            Sq Ft
   1.26                                                                                   62,457            Sq Ft
   1.27                                                                                   62,469            Sq Ft
   1.28                                                                                   36,250            Sq Ft
   1.29                                                                                   62,659            Sq Ft
   1.30                                                                                   33,033            Sq Ft
   1.31                                                                                   33,513            Sq Ft
   1.32                                                                                   42,971            Sq Ft
   1.33                                                                                   34,559            Sq Ft
   1.34                                                                                   21,356            Sq Ft
   1.35                                                                                   38,500            Sq Ft

<CAPTION>

Control        Ownership
Number          Interest        Lockbox
--------------------------------------------
<S>            <C>               <C>
               Fee Simple/
    1          Leasehold         Hard
   1.1         Fee Simple
   1.2         Fee Simple
   1.3         Fee Simple
   1.4         Fee Simple
   1.5         Fee Simple
   1.6         Fee Simple
   1.7         Fee Simple
   1.8         Fee Simple
   1.9         Leasehold
   1.10        Fee Simple
   1.11        Fee Simple
   1.12        Leasehold
   1.13        Fee Simple
   1.14        Fee Simple
   1.15        Fee Simple
   1.16        Fee Simple
   1.17        Fee Simple
   1.18        Fee Simple
   1.19        Fee Simple
   1.20        Fee Simple
   1.21        Fee Simple
   1.22        Fee Simple
   1.23        Fee Simple
   1.24        Fee Simple
   1.25        Leasehold
   1.26        Leasehold
   1.27        Leasehold
   1.28        Fee Simple
   1.29        Fee Simple
   1.30        Fee Simple
   1.31        Fee Simple
   1.32        Fee Simple
   1.33        Fee Simple
   1.34        Fee Simple
   1.35        Fee Simple
</TABLE>


                                 Schedule I - 4
<PAGE>

                             Mortgage Loan Schedule
                                   (continued)

<TABLE>
<CAPTION>
Control  Loan                   Loan
Number   Group   Loan Number  Originator        Property Name                      Address                        City
--------------------------------------------------------------------------------------------------------------------------------
<S>      <C>     <C>            <C>       <C>                              <C>                                 <C>
 1.36            GA18944-36     GACC      Williams Islands                 18305 Biscayne Boulevard            Aventura
 1.37            GA18944-37     GACC      La Jolla Main                    7680 Girard Avenue                  La Jolla
 1.38            GA18944-38     GACC      Whittier Office                  7255 South Greenleaf Avenue         Whittier
 1.39            GA18944-39     GACC      Hallandale Beach                 801 East Hallandale Boulevard       Hallandale
 1.40            GA18944-40     GACC      Annapolis Church Circle - BAL    10 Church Circle                    Annapolis
 1.41            GA18944-41     GACC      Greenspoint                      12400 Interstate 45 North           Houston
 1.42            GA18944-42     GACC      Redding Main Branch              1661 East Street                    Redding
 1.43            GA18944-43     GACC      Albuquerque Operations Center    725 6th Street North West           Albuquerque
 1.44            GA18944-44     GACC      Santa Barbara                    834 State Street                    Santa Barbara
 1.45            GA18944-45     GACC      Charlottesville                  300 East Main Street                Charlottesville
 1.46            GA18944-46     GACC      Plaza                            900 South Federal Highway           Stuart
 1.47            GA18944-47     GACC      Irvine Industrial                4101 MacArthur Boulevard            Newport Beach
 1.48            GA18944-48     GACC      Gardena Main                     1450 West Redondo Beach             Gardena
                                                                           Boulevard
 1.49            GA18944-49     GACC      Westshore Mall                   100 North Westshore Boulevard       Tampa
 1.50            GA18944-50     GACC      Inglewood Main Office            330 East Manchester Boulevard       Inglewood
 1.51            GA18944-51     GACC      Jacksonville Ops Center/School   9000 Southside Boulevard            Jacksonville
 1.52            GA18944-52     GACC      Jacksonville Ops Center/Daycare  9000 Southside Boulevard            Jacksonville
 1.53            GA18944-53     GACC      Bull Street                      22 Bull Street                      Savannah
 1.54            GA18944-54     GACC      Bellingham                       112 East Holly Street               Bellingham
 1.55            GA18944-55     GACC      Lighthouse Point                 2850 North Federal Highway          Lighthouse
                                                                                                               Point
 1.56            GA18944-56     GACC      Richland                         1007 Knight Street                  Richland
 1.57            GA18944-57     GACC      North Hollywood                  5025 Lankershim Boulevard           North
                                                                                                               Hollywood
 1.58            GA18944-58     GACC      Ventura Main Office              1130 South Victoria                 Ventura
 1.59            GA18944-59     GACC      Escondido Main Office            220 South Escondido Boulevard       Escondido
 1.60            GA18944-60     GACC      San Bernadino Main               303 North D Street                  San Bernardino
 1.61            GA18944-61     GACC      Winter Park                      750 South Orlando Avenue            Winter Park
 1.62            GA18944-62     GACC      Santa Maria Branch               300 Town Center East                Santa Maria
 1.63            GA18944-63     GACC      Salinas Main Branch              405 Main Street                     Salinas
 1.64            GA18944-64     GACC      Oak Trafficway Facility          8320 North Oak Trafficway           Kansas City
 1.65            GA18944-65     GACC      Paradise Valley                  1077 East Sahara Avenue             Las Vegas
 1.66            GA18944-66     GACC      University                       4701 University Way North East      Seattle
 1.67            GA18944-67     GACC      Fresno Proof/Vault               2111 Tuolumne Street                Fresno
 1.68            GA18944-68     GACC      Cordova                          5061 Bayou Boulevard                Pensacola
 1.69            GA18944-69     GACC      Yuba City Branch                 1100 Butte House Road               Yuba City
 1.70            GA18944-70     GACC      Ocala Downtown                   35 South East 1st Avenue            Ocala
 1.71            GA18944-71     GACC      Roanoke                          302 South Jefferson Street, South   Roanoke
                                                                           East
 1.72            GA18944-72     GACC      Mesa Main                        63 West Main Street                 Mesa

<CAPTION>

Control
Number       State        Zip Code       County
-------------------------------------------------------
<S>        <C>             <C>          <C>
 1.36      Florida         33160        Miami-Dade
 1.37      California      92037        San Diego
 1.38      California      90602        Los Angeles
 1.39      Florida         33009        Broward
 1.40      Maryland        21401        Anne Arundel
 1.41      Texas           77060        Harris
 1.42      California      96001        Shasta
 1.43      New Mexico      87102        Bernalillo
 1.44      California      93101        Santa Barbara
 1.45      Virginia        22902        Charlottesville
 1.46      Florida         34994        Martin
 1.47      California      92660        Orange
 1.48      California      90247        Los Angeles

 1.49      Florida         33609        Hillsborough
 1.50      California      90301        Los Angeles
 1.51      Florida         32256        Duval
 1.52      Florida         32256        Duval
 1.53      Georgia         31401        Chatham
 1.54      Washington      98255        Whatcom
 1.55      Florida         33064        Broward

 1.56      Washington      99352        Benton
 1.57      California      91601        Los Angeles

 1.58      California      93003        Ventura
 1.59      California      92025        San Diego
 1.60      California      92418        San Bernadino
 1.61      Florida         32789        Orange
 1.62      California      93454        Santa Barbara
 1.63      California      93901        Monterey
 1.64      Missouri        64118        Clay
 1.65      Nevada          89104        Clark
 1.66      Washington      98105        King
 1.67      California      93721        Fresno
 1.68      Florida         32503        Escambia
 1.69      California      95991        Sutter
 1.70      Florida         34471        Marion
 1.71      Virginia        24011        Roanoke City

 1.72      Arizona         85201        Maricopa
</TABLE>


                                 Schedule I - 5
<PAGE>

                             Mortgage Loan Schedule

<TABLE>
<CAPTION>
Control  Related  Original         Current    Interest    Admin.  Accrual                                   First Payment
Number   Groups   Balance ($)    Balance ($)   Rate %      Fee %   Type     Amortization Type    Note Date      Date
---------------------------------------------------------------------------------------------------------------------------
<S>       <C>       <C>              <C>        <C>        <C>     <C>           <C>                <C>         <C>
 1.36
 1.37
 1.38
 1.39
 1.40
 1.41
 1.42
 1.43
 1.44
 1.45
 1.46
 1.47
 1.48
 1.49
 1.50
 1.51
 1.52
 1.53
 1.54
 1.55
 1.56
 1.57
 1.58
 1.59
 1.60
 1.61
 1.62
 1.63
 1.64
 1.65
 1.66
 1.67
 1.68
 1.69
 1.70
 1.71
 1.72

<CAPTION>

               Original         Remaining
Control     Interest Only     Interest Only
Number         Period            Period       Seasoning
----------------------------------------------------------------
<S>           <C>               <C>             <C>
 1.36
 1.37
 1.38
 1.39
 1.40
 1.41
 1.42
 1.43
 1.44
 1.45
 1.46
 1.47
 1.48
 1.49
 1.50
 1.51
 1.52
 1.53
 1.54
 1.55
 1.56
 1.57
 1.58
 1.59
 1.60
 1.61
 1.62
 1.63
 1.64
 1.65
 1.66
 1.67
 1.68
 1.69
 1.70
 1.71
 1.72
</TABLE>


                                 Schedule I - 6
<PAGE>

                             Mortgage Loan Schedule

<TABLE>
<CAPTION>
           Original
Control    Term to    Remaining Term  Original Amortization      Remaining                         Grace Default   Maturity Date or
Number     Maturity    to Maturity            Term           Amortization Term   Payment Due Date      Period            ARD
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>           <C>                <C>                  <C>                <C>               <C>            <C>
 1.36
 1.37
 1.38
 1.39
 1.40
 1.41
 1.42
 1.43
 1.44
 1.45
 1.46
 1.47
 1.48
 1.49
 1.50
 1.51
 1.52
 1.53
 1.54
 1.55
 1.56
 1.57
 1.58
 1.59
 1.60
 1.61
 1.62
 1.63
 1.64
 1.65
 1.66
 1.67
 1.68
 1.69
 1.70
 1.71
 1.72

<CAPTION>

Control   Scheduled Maturity or
Number       ARD Balance ($)
---------------------------------
<S>               <C>
 1.36
 1.37
 1.38
 1.39
 1.40
 1.41
 1.42
 1.43
 1.44
 1.45
 1.46
 1.47
 1.48
 1.49
 1.50
 1.51
 1.52
 1.53
 1.54
 1.55
 1.56
 1.57
 1.58
 1.59
 1.60
 1.61
 1.62
 1.63
 1.64
 1.65
 1.66
 1.67
 1.68
 1.69
 1.70
 1.71
 1.72
</TABLE>


                                 Schedule I - 7
<PAGE>

                             Mortgage Loan Schedule

<TABLE>
<CAPTION>
                                                                                                                Cut-Off Date
Control   Prepayment  Annual Debt   Cut-Off      Scheduled Maturity or        Total Sq.             Unit       Balance per Sq.
Number    Provision     Service    Date LTV (%)     ARD Date LTV (%)    Ft./Units/Pads/ Rooms   Description   Ft./Unit/Pad/ Room
-------------------------------------------------------------------------------------------------------------------------------
<S>         <C>          <C>         <C>                 <C>                   <C>                 <C>             <C>
 1.36                                                                          36,578              Sq Ft
 1.37                                                                          31,482              Sq Ft
 1.38                                                                          37,996              Sq Ft
 1.39                                                                          42,944              Sq Ft
 1.40                                                                          24,922              Sq Ft
 1.41                                                                          37,846              Sq Ft
 1.42                                                                          32,200              Sq Ft
 1.43                                                                          59,489              Sq Ft
 1.44                                                                          24,406              Sq Ft
 1.45                                                                          57,945              Sq Ft
 1.46                                                                          35,389              Sq Ft
 1.47                                                                          21,511              Sq Ft
 1.48                                                                          27,906              Sq Ft
 1.49                                                                          20,740              Sq Ft
 1.50                                                                          28,909              Sq Ft
 1.51                                                                          21,879              Sq Ft
 1.52                                                                          21,425              Sq Ft
 1.53                                                                          23,969              Sq Ft
 1.54                                                                          24,361              Sq Ft
 1.55                                                                          25,659              Sq Ft
 1.56                                                                          25,878              Sq Ft
 1.57                                                                          22,780              Sq Ft
 1.58                                                                          21,576              Sq Ft
 1.59                                                                          22,400              Sq Ft
 1.60                                                                          46,273              Sq Ft
 1.61                                                                          32,951              Sq Ft
 1.62                                                                          20,956              Sq Ft
 1.63                                                                          20,967              Sq Ft
 1.64                                                                          34,145              Sq Ft
 1.65                                                                          19,908              Sq Ft
 1.66                                                                          20,076              Sq Ft
 1.67                                                                          22,065              Sq Ft
 1.68                                                                          27,585              Sq Ft
 1.69                                                                          18,900              Sq Ft
 1.70                                                                          31,532              Sq Ft
 1.71                                                                          27,726              Sq Ft
 1.72                                                                          20,847              Sq Ft

<CAPTION>

Contro
Number    Ownership Interest       Lockbox
--------------------------------------------------
<S>          <C>                     <C>
 1.36        Fee Simple
 1.37        Fee Simple/Leasehold
 1.38        Fee Simple
 1.39        Fee Simple
 1.40        Fee Simple
 1.41        Fee Simple
 1.42        Fee Simple
 1.43        Fee Simple
 1.44        Fee Simple
 1.45        Fee Simple
 1.46        Fee Simple
 1.47        Fee Simple
 1.48        Fee Simple
 1.49        Fee Simple
 1.50        Fee Simple
 1.51        Fee Simple
 1.52        Fee Simple
 1.53        Fee Simple
 1.54        Fee Simple
 1.55        Fee Simple
 1.56        Fee Simple
 1.57        Fee Simple
 1.58        Fee Simple
 1.59        Fee Simple
 1.60        Fee Simple
 1.61        Fee Simple
 1.62        Fee Simple
 1.63        Fee Simple
 1.64        Fee Simple
 1.65        Fee Simple
 1.66        Fee Simple
 1.67        Fee Simple
 1.68        Fee Simple
 1.69        Fee Simple
 1.70        Fee Simple
 1.71        Fee Simple
 1.72        Fee Simple
</TABLE>

                                 Schedule I - 8
<PAGE>

                             Mortgage Loan Schedule
                                   (continued)

<TABLE>
<CAPTION>
Control   Loan                   Loan
Number    Group   Loan Number  Originator       Property Name                Address                          City           State
------------------------------------------------------------------------------------------------------------------------------------
<S>        <C>    <C>            <C>       <C>                          <C>                              <C>              <C>
1.73              GA18944-73     GACC      Auburn                       900 High Street                  Auburn           California
1.74              GA18944-74     GACC      Valdosta Main                106 South Patterson Street       Valdosta         Georgia
1.75              GA18944-75     GACC      Gulf to Bay                  1640 Gulf to Bay Boulevard       Clearwater       Florida
1.76              GA18944-76     GACC      Waco                         514 Austin Avenue                Waco             Texas
1.77              GA18944-77     GACC      Yakima Valley Building/BR    101 North 2nd Street             Yakima           Washington
1.78              GA18944-78     GACC      Lynchburg                    801 Main Street                  Lynchburg        Virginia
1.79              GA18944-79     GACC      El Segundo                   835 North Sepulveda Boulevard    El Segundo       California
1.80              GA18944-80     GACC      Mission Facility             9500 Mission Road                Overland Park    Kansas
1.81              GA18944-81     GACC      Aiken Main Office            167 Laurens Street               Aiken            South
                                                                                                                          Carolina
1.82              GA18944-82     GACC      Cartersville Main            102 East Main Street             Cartersville     Georgia
1.83              GA18944-83     GACC      Murfreesboro Main Office     120 East Main Street             Murfreesboro     Tennessee
1.84              GA18944-84     GACC      Bremerton                    1000 6th Street South            Bremerton        Washington
1.85              GA18944-85     GACC      Columbia Facility            800 Cherry Street                Columbia         Missouri
1.86              GA18944-86     GACC      South Austin                 2501 South Congress              Austin           Texas
1.87              GA18944-87     GACC      Hampton-Main Facility        4301 and 4400 Hampton Avenue     St. Louis        Missouri
1.88              GA18944-88     GACC      Concord Village              5353 South Lindbergh Boulevard   St. Louis        Missouri
1.89              GA18944-89     GACC      East Bakersfield Office      1201 Baker Street                Bakersfield      California
1.90              GA18944-90     GACC      North Sacramento Branch      1830 Del Paso Boulevard          Sacramento       California
1.91              GA18944-91     GACC      Mexico Facility              222 South Jefferson              Mexico           Missouri
1.92              GA18944-92     GACC      Coeur D'alene Building/BR    401 Front Street                 Coeur D'Alene    Idaho
1.93              GA18944-93     GACC      Cedar & Shields              3435 North Cedar Avenue          Fresno           California
1.94              GA18944-94     GACC      Sepulveda-Devonshire BR      10300-10306 Sepul Veda           Mission Hills    California
                                                                        Boulevard
1.95              GA18944-95     GACC      North Biscayne               11755 Biscayne Boulevard         North Miami      Florida
1.96              GA18944-96     GACC      William Street Facility      2001 William Street              Cape Girardeau   Missouri
1.97              GA18944-97     GACC      Stockdale                    5021 California Avenue           Bakersfield      California
1.98              GA18944-98     GACC      Walla Walla                  111 West Main Street             Walla Walla      Washington
1.99              GA18944-99     GACC      Fort Worth East              5651 East Lancaster Avenue       Fort Worth       Texas
1.100             GA18944-100    GACC      Port Charlotte               21175 Olean Boulevard            Port Charlotte   Florida
1.101             GA18944-101    GACC      Florissant Facility          880 Rue St. Francois             Florissant       Missouri
1.102             GA18944-102    GACC      East Central Facility        4401 Central Avenue North East   Albuquerque      New Mexico
1.103             GA18944-103    GACC      Independence Square          129 West Lexington               Independence     Missouri
1.104             GA18944-104    GACC      Henderson                    107 Water Street                 Henderson        Nevada
1.105             GA18944-105    GACC      Calwa                        2611 South Cedar Avenue          Fresno           California
1.106             GA18944-106    GACC      Torrance Sartori             1255 Sartori Avenue              Torrance         California
1.107             GA18944-107    GACC      Bixby-Atlantic               3804 Atlantic Avenue             Long Beach       California
1.108             GA18944-108    GACC      Lincoln Heights Branch       2400 North Broadway              Los Angeles      California
1.109             GA18944-109    GACC      Oak Park Branch              3810 Broadway                    Sacramento       California

<CAPTION>

Control
Number    Zip Code        County
---------------------------------------
<S>        <C>          <C>
1.73       95603        Placer
1.74       31601        Lowndes
1.75       33755        Pinellas
1.76       76701        McLennan
1.77       98901        Yakima
1.78       24504        Lynchburg City
1.79       90245        Los Angeles
1.80       66206        Johnson
1.81       29801        Aiken

1.82       30120        Bartow
1.83       37130        Rutherford
1.84       98337        Kitsap
1.85       65201        Boone
1.86       78704        Travis
1.87       63109        St. Louis
1.88       63126        St. Louis
1.89       93305        Kern
1.90       95815        Sacramento
1.91       65265        Audrain
1.92       83814        Kootenai
1.93       93726        Fresno
1.94       91345        Los Angeles

1.95       33181        Miami-Dade
1.96       63703        Cape Girardeau
1.97       93309        Kern
1.98       99362        Walla Walla
1.99       76112        Tarrant
1.100      33952        Charlotte
1.101      63031        Saint Louis
1.102      87108        Bernalillo
1.103      64050        Jackson
1.104      89015        Clark
1.105      93725        Fresno
1.106      90501        Los Angeles
1.107      90807        Los Angeles
1.108      90031        Los Angeles
1.109      95817        Sacramento
</TABLE>
                                 Schedule I - 9

<PAGE>

                             Mortgage Loan Schedule

<TABLE>
<CAPTION>
Control   Related   Original        Current      Interest    Admin.   Accrual                                        First Payment
Number    Groups   Balance ($)    Balance ($)     Rate %      Fee %    Type          Amortization Type    Note Date        Date
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>    <C>            <C>           <C>         <C>     <C>           <C>                    <C>           <C>
 1.73
 1.74
 1.75
 1.76
 1.77
 1.78
 1.79
 1.80
 1.81
 1.82
 1.83
 1.84
 1.85
 1.86
 1.87
 1.88
 1.89
 1.90
 1.91
 1.92
 1.93
 1.94
 1.95
 1.96
 1.97
 1.98
 1.99
1.100
1.101
1.102
1.103
1.104
1.105
1.106
1.107
1.108
1.109
<CAPTION>
                   Original         Remaining
Control         Interest Only     Interest Only
Number             Period            Period            Seasoning
-------------------------------------------------------------------
<S>                 <C>               <C>                  <C>
 1.73
 1.74
 1.75
 1.76
 1.77
 1.78
 1.79
 1.80
 1.81
 1.82
 1.83
 1.84
 1.85
 1.86
 1.87
 1.88
 1.89
 1.90
 1.91
 1.92
 1.93
 1.94
 1.95
 1.96
 1.97
 1.98
 1.99
1.100
1.101
1.102
1.103
1.104
1.105
1.106
1.107
1.108
1.109
</TABLE>

                                 Schedule I - 10

<PAGE>

                             Mortgage Loan Schedule

<TABLE>
<CAPTION>
           Original
Control    Term to    Remaining Term  Original Amortization      Remaining                         Grace Default   Maturity Date or
Number     Maturity    to Maturity            Term           Amortization Term   Payment Due Date      Period            ARD
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>           <C>                <C>                  <C>                <C>               <C>            <C>
  1.73
  1.74
  1.75
  1.76
  1.77
  1.78
  1.79
  1.80
  1.81
  1.82
  1.83
  1.84
  1.85
  1.86
  1.87
  1.88
  1.89
  1.90
  1.91
  1.92
  1.93
  1.94
  1.95
  1.96
  1.97
  1.98
  1.99
 1.100
 1.101
 1.102
 1.103
 1.104
 1.105
 1.106
 1.107
 1.108
 1.109

<CAPTION>

Control   Scheduled Maturity or
Number       ARD Balance ($)
---------------------------------
<S>               <C>
 1.73
 1.74
 1.75
 1.76
 1.77
 1.78
 1.79
 1.80
 1.81
 1.82
 1.83
 1.84
 1.85
 1.86
 1.87
 1.88
 1.89
 1.90
 1.91
 1.92
 1.93
 1.94
 1.95
 1.96
 1.97
 1.98
 1.99
1.100
1.101
1.102
1.103
1.104
1.105
1.106
1.107
1.108
1.109
</TABLE>


                                 Schedule I - 11

<PAGE>

                             Mortgage Loan Schedule

<TABLE>
<CAPTION>
                                                                                                                Cut-Off Date
Control   Prepayment  Annual Debt   Cut-Off      Scheduled Maturity or        Total Sq.             Unit       Balance per Sq.
Number    Provision     Service    Date LTV (%)     ARD Date LTV (%)    Ft./Units/Pads/ Rooms   Description   Ft./Unit/Pad/ Room
-------------------------------------------------------------------------------------------------------------------------------
<S>         <C>          <C>         <C>                 <C>                   <C>                 <C>             <C>
   1.73                                                                        15,900              Sq Ft
   1.74                                                                        29,343              Sq Ft
   1.75                                                                        17,191              Sq Ft
   1.76                                                                        34,108              Sq Ft
   1.77                                                                        28,702              Sq Ft
   1.78                                                                        63,374              Sq Ft
   1.79                                                                        13,117              Sq Ft
   1.80                                                                        24,945              Sq Ft
   1.81                                                                        20,918              Sq Ft
   1.82                                                                        21,455              Sq Ft
   1.83                                                                        25,655              Sq Ft
   1.84                                                                        20,435              Sq Ft
   1.85                                                                        20,094              Sq Ft
   1.86                                                                        26,417              Sq Ft
   1.87                                                                        24,416              Sq Ft
   1.88                                                                        20,429              Sq Ft
   1.89                                                                        14,860              Sq Ft
   1.90                                                                        14,437              Sq Ft
   1.91                                                                        25,669              Sq Ft
   1.92                                                                        18,229              Sq Ft
   1.93                                                                        14,539              Sq Ft
   1.94                                                                        16,178              Sq Ft
   1.95                                                                        26,186              Sq Ft
   1.96                                                                        29,301              Sq Ft
   1.97                                                                        16,000              Sq Ft
   1.98                                                                        14,450              Sq Ft
   1.99                                                                        28,562              Sq Ft
  1.100                                                                        13,119              Sq Ft
  1.101                                                                        21,600              Sq Ft
  1.102                                                                        23,855              Sq Ft
  1.103                                                                        32,530              Sq Ft
  1.104                                                                        12,642              Sq Ft
  1.105                                                                        12,971              Sq Ft
  1.106                                                                        16,200              Sq Ft
  1.107                                                                        11,937              Sq Ft
  1.108                                                                        16,285              Sq Ft
  1.109                                                                        10,560              Sq Ft

<CAPTION>

Control
Number    Ownership Interest       Lockbox
--------------------------------------------------
<S>          <C>                     <C>
   1.73      Fee Simple
   1.74      Fee Simple
   1.75      Fee Simple
   1.76      Fee Simple
   1.77      Fee Simple
   1.78      Fee Simple
   1.79      Fee Simple
   1.80      Fee Simple
   1.81      Fee Simple
   1.82      Fee Simple
   1.83      Fee Simple
   1.84      Fee Simple
   1.85      Fee Simple
   1.86      Fee Simple
   1.87      Fee Simple
   1.88      Fee Simple
   1.89      Fee Simple
   1.90      Fee Simple
   1.91      Fee Simple
   1.92      Fee Simple
   1.93      Fee Simple
   1.94      Fee Simple
   1.95      Fee Simple
   1.96      Fee Simple
   1.97      Fee Simple
   1.98      Fee Simple
   1.99      Fee Simple
  1.100      Fee Simple
  1.101      Fee Simple
  1.102      Fee Simple
  1.103      Fee Simple
  1.104      Fee Simple
  1.105      Fee Simple
  1.106      Fee Simple
  1.107      Fee Simple
  1.108      Fee Simple
  1.109      Fee Simple
</TABLE>

                                 Schedule I - 12
<PAGE>

                             Mortgage Loan Schedule
                                   (continued)

<TABLE>
<CAPTION>
Control   Loan                   Loan
Number    Group   Loan Number  Originator       Property Name                Address                          City           State
------------------------------------------------------------------------------------------------------------------------------------
<S>        <C>    <C>            <C>       <C>                          <C>                              <C>              <C>
1.110             GA18944-110    GACC      San Jose                      3535 University Boulevard West   Jacksonville    Florida
1.111             GA18944-111    GACC      Carrollton                    1101 South Josey Lane            Carrollton      Texas
1.112             GA18944-112    GACC      Lynwood Branch                3505 East Imperial Highway       Lynwood         California
1.113             GA18944-113    GACC      Palmdale Branch               839 East Palmdale Boulevard      Palmdale        California
1.114             GA18944-114    GACC      Dumas Banking Center          501 Bliss Avenue                 Dumas           Texas
1.115             GA18944-115    GACC      Old Hampton                   1 West Queens Way                Hampton         Virginia
1.116             GA18944-116    GACC      Moses Lake                    103 East 3rd Avenue              Moses Lake      Washington
1.117             GA18944-117    GACC      Dalhart Banking Center        323 Denver Avenue                Dalhart         Texas
1.118             GA18944-118    GACC      Willow-Daisy Branch           600 West Willow Street           Long Beach      California
1.119             GA18944-119    GACC      North Hialeah                 1 East 49th Street               Hialeah         Florida
1.120             GA18944-120    GACC      South Glenstone Facility      2940 South Glenstone             Springfield     Missouri
1.121             GA18944-121    GACC      Admiral                       5950 East Admiral Place          Tulsa           Oklahoma
1.122             GA18944-122    GACC      North Wenatchee               830 North Wenatchee Avenue       Wenatchee       Washington
1.123             GA18944-123    GACC      Denison                       300 West Main Street             Denison         Texas
1.124             GA18944-124    GACC      Moultrie Main                 300 South Main Street            Moultrie        Georgia
1.125             GA18944-125    GACC      Brownwood                     One Center Avenue                Brownwood       Texas
1.126             GA18944-126    GACC      Penn Street Facility          501 Pennsylvania Avenue          Independence    Kansas
1.127             GA18944-127    GACC      Mount Pleasant                302 North Jefferson Avenue       Mt. Pleasant    Texas
1.128             GA18944-128    GACC      Ridgewood                     231 South Ridgewood Drive        Sebring         Florida
1.129             GA18944-129    GACC      East Compton Branch           518 South Long Beach Boulevard   Compton         California
1.130             GA18944-130    GACC      Pasco                         350 West Lewis Street            Pasco           Washington
1.131             GA18944-131    GACC      Port Angeles                  102 East Front Street            Port Angeles    Washington
1.132             GA18944-132    GACC      Harrison Main                 204 East Rush                    Harrison        Arkansas
1.133             GA18944-133    GACC      Downtown Palmetto             700 8th Avenue West              Palmetto        Florida
1.134             GA18944-134    GACC      Mission                       1101 North Conway                Mission         Texas
1.135             GA18944-135    GACC      Forks                         481 South Forks Avenue           Forks           Washington
1.136             GA18944-136    GACC      Pico-Vermont Branch           1232 South Vermont Avenue        Los Angeles     California
1.137             GA18944-137    GACC      Albany Main Office            128 South Washington Street      Albany          Georgia
1.138             GA18944-138    GACC      Winder (BS)                   102 North Broad Street           Winder          Georgia
1.139             GA18944-139    GACC      Highlandtown - BAL            3415/17 Eastern Avenue           Baltimore       Maryland
1.140             GA18944-140    GACC      South Boston                  606 Broad Street                 South Boston    Virginia
1.141             GA18944-141    GACC      Downtown Facility             210 West 8th Street              Rolla           Missouri
1.142             GA18944-142    GACC      Norton - 7th Street           702 Park Avenue North West       Norton          Virginia
1.143             GA18944-143    GACC      Lexington Facility            1016 Main Street                 Lexington       Missouri
1.144             GA18944-144    GACC      Clermont                      690 East Highway 50              Clermont        Florida
1.145             GA18944-145    GACC      Camelback Uptown              51 East Camelback Road           Phoenix         Arizona
1.146             GA18944-146    GACC      Red Bluff Branch              955 Main Street                  Red Bluff       California



<CAPTION>

Control
Number    Zip Code        County
---------------------------------------
<S>        <C>          <C>
1.110      32217        Duval
1.111      75006        Dallas
1.112      90262        Los Angeles
1.113      93550        Los Angeles
1.114      79029        Moore
1.115      23669        Hampton City
1.116      98837        Grant
1.117      79022        Dallam
1.118      90806        Los Angeles
1.119      33013        Miami-Dade
1.120      65804        Greene
1.121      74115        Tulsa
1.122      98801        Chelan
1.123      75020        Grayson
1.124      31768        Colquitt
1.125      76801        Brown
1.126      67301        Montgomery
1.127      75455        Titus
1.128      33870        Highlands
1.129      90221        Los Angeles
1.130      99301        Franklin
1.131      98362        Clallam
1.132      72601        Boone
1.133      34221        Manatee
1.134      78572        Hidalgo
1.135      98331        Clallam
1.136      90006        Los Angeles
1.137      31701        Dougherty
1.138      30680        Barrow
1.139      21224        Baltimore City
1.140      24592        Halifax
1.141      65401        Phelps
1.142      24273        Norton City
1.143      64607        Lafayette
1.144      34711        Lake
1.145      85012        Maricopa
1.146      96080        Tehama
</TABLE>

                                 Schedule I - 13

<PAGE>

                             Mortgage Loan Schedule

<TABLE>
<CAPTION>
Control   Related   Original        Current      Interest    Admin.   Accrual                                        First Payment
Number    Groups   Balance ($)    Balance ($)     Rate %      Fee %    Type          Amortization Type    Note Date        Date
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>    <C>            <C>           <C>         <C>     <C>           <C>                    <C>           <C>
1.110
1.111
1.112
1.113
1.114
1.115
1.116
1.117
1.118
1.119
1.120
1.121
1.122
1.123
1.124
1.125
1.126
1.127
1.128
1.129
1.130
1.131
1.132
1.133
1.134
1.135
1.136
1.137
1.138
1.139
1.140
1.141
1.142
1.143
1.144
1.145
1.146

<CAPTION>
                   Original         Remaining
Control         Interest Only     Interest Only
Number             Period            Period            Seasoning
-------------------------------------------------------------------
<S>                 <C>               <C>                  <C>
1.110
1.111
1.112
1.113
1.114
1.115
1.116
1.117
1.118
1.119
1.120
1.121
1.122
1.123
1.124
1.125
1.126
1.127
1.128
1.129
1.130
1.131
1.132
1.133
1.134
1.135
1.136
1.137
1.138
1.139
1.140
1.141
1.142
1.143
1.144
1.145
1.146
</TABLE>


                                 Schedule I - 14

<PAGE>

                             Mortgage Loan Schedule

<TABLE>
<CAPTION>
           Original
Control    Term to    Remaining Term  Original Amortization      Remaining                         Grace Default   Maturity Date or
Number     Maturity    to Maturity            Term           Amortization Term   Payment Due Date      Period            ARD
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>           <C>                <C>                  <C>                <C>               <C>            <C>
1.110
1.111
1.112
1.113
1.114
1.115
1.116
1.117
1.118
1.119
1.120
1.121
1.122
1.123
1.124
1.125
1.126
1.127
1.128
1.129
1.130
1.131
1.132
1.133
1.134
1.135
1.136
1.137
1.138
1.139
1.140
1.141
1.142
1.143
1.144
1.145
1.146

<CAPTION>

Control   Scheduled Maturity or
Number       ARD Balance ($)
---------------------------------
<S>               <C>
1.110
1.111
1.112
1.113
1.114
1.115
1.116
1.117
1.118
1.119
1.120
1.121
1.122
1.123
1.124
1.125
1.126
1.127
1.128
1.129
1.130
1.131
1.132
1.133
1.134
1.135
1.136
1.137
1.138
1.139
1.140
1.141
1.142
1.143
1.144
1.145
1.146
</TABLE>


                                 Schedule I - 15

<PAGE>

                             Mortgage Loan Schedule

<TABLE>
<CAPTION>
                                                                                                                Cut-Off Date
Control   Prepayment  Annual Debt   Cut-Off      Scheduled Maturity or        Total Sq.             Unit       Balance per Sq.
Number    Provision     Service    Date LTV (%)     ARD Date LTV (%)    Ft./Units/Pads/ Rooms   Description   Ft./Unit/Pad/ Room
-------------------------------------------------------------------------------------------------------------------------------
<S>         <C>          <C>         <C>                 <C>                  <C>                 <C>             <C>
 1.110                                                                        10,670              Sq Ft
 1.111                                                                        12,853              Sq Ft
 1.112                                                                        12,720              Sq Ft
 1.113                                                                        13,278              Sq Ft
 1.114                                                                        19,176              Sq Ft
 1.115                                                                        24,059              Sq Ft
 1.116                                                                        16,540              Sq Ft
 1.117                                                                        21,292              Sq Ft
 1.118                                                                        10,736              Sq Ft
 1.119                                                                        10,212              Sq Ft
 1.120                                                                        15,946              Sq Ft
 1.121                                                                        19,088              Sq Ft
 1.122                                                                        11,413              Sq Ft
 1.123                                                                        23,236              Sq Ft
 1.124                                                                        22,692              Sq Ft
 1.125                                                                        22,643              Sq Ft
 1.126                                                                        24,150              Sq Ft
 1.127                                                                        21,710              Sq Ft
 1.128                                                                        31,699              Sq Ft
 1.129                                                                        10,990              Sq Ft
 1.130                                                                        23,709              Sq Ft
 1.131                                                                        16,187              Sq Ft
 1.132                                                                        23,521              Sq Ft
 1.133                                                                        28,909              Sq Ft
 1.134                                                                        12,079              Sq Ft
 1.135                                                                        12,327              Sq Ft
 1.136                                                                        10,660              Sq Ft
 1.137                                                                        35,610              Sq Ft
 1.138                                                                        11,500              Sq Ft
 1.139                                                                        28,484              Sq Ft
 1.140                                                                        24,151              Sq Ft
 1.141                                                                        12,715              Sq Ft
 1.142                                                                        20,058              Sq Ft
 1.143                                                                        12,300              Sq Ft
 1.144                                                                        13,572              Sq Ft
 1.145                                                                        10,067              Sq Ft
 1.146                                                                        20,320              Sq Ft

<CAPTION>

Contro
Number    Ownership Interest       Lockbox
------------------------------------------------
<S>          <C>                     <C>
 1.110          Fee Simple
 1.111          Fee Simple
 1.112          Fee Simple
 1.113          Fee Simple
 1.114          Fee Simple
 1.115          Fee Simple
 1.116          Fee Simple
 1.117          Fee Simple
 1.118          Fee Simple
 1.119          Fee Simple
 1.120          Leasehold
 1.121          Fee Simple
 1.122          Fee Simple
 1.123          Fee Simple
 1.124          Fee Simple
 1.125          Fee Simple
 1.126          Fee Simple
 1.127          Fee Simple
 1.128          Fee Simple
 1.129          Fee Simple
 1.130          Fee Simple
 1.131          Fee Simple
 1.132             Fee
             Simple/Leasehold
 1.133          Fee Simple
 1.134          Fee Simple
 1.135          Fee Simple
 1.136          Fee Simple
 1.137          Fee Simple
 1.138          Fee Simple
 1.139          Fee Simple
 1.140          Fee Simple
 1.141             Fee
             Simple/Leasehold
 1.142          Fee Simple
 1.143          Fee Simple
 1.144          Leasehold
 1.145          Leasehold
 1.146          Fee Simple
</TABLE>


                                 Schedule I - 16
<PAGE>

                             Mortgage Loan Schedule
                                   (continued)

<TABLE>
<CAPTION>
Control   Loan                   Loan
Number    Group   Loan Number  Originator               Property Name                Address                          City
------------------------------------------------------------------------------------------------------------------------------------
<S>        <C>    <C>            <C>            <C>                              <C>                              <C>
1.147             GA18944-147    GACC           Hollywood/Tyler                    1900 Tyler Street              Hollywood
1.148             GA18944-148    GACC           Richland Facility                  112 McClurg                    Richland
1.149             GA18944-149    GACC           West Sunshine Facility             710 West Sunshine              Springfield
1.150             GA18944-150    GACC           Muskogee Main Facility             230 West Broadway              Muskogee
1.151             GA18944-151    GACC           Aransas Pass (CCNB)                221 South Commercial           Aransas Pass

1.152             GA18944-152    GACC           Aberdeen Building/BR               101 East Market Street         Aberdeen
  2        1      09-1001099     Archon/        Water Tower Place                  845 North Michigan Avenue      Chicago
                                 Commerzbank
  3        1      1              MSMC           Mall at Millenia                   4200 Conroy Road               Orlando
  4        1      2              MSMC           Wells Fargo Tower                  333 South Grand Avenue         Los Angeles
  5        1      DBM18741       GACC           Union Center Plaza V               840 1st Street                 Washington

  6        1      3              MSMC           609 Fifth Avenue (2)               609 Fifth Avenue               New York
  7        1      09-1001100     Archon         5 Houston Center                   1401 McKinney Street           Houston
                                 Financial
  8        1      42493          GMACCM         Valley Mall                        2533 Main Street               Union Gap
  9        1      DBM18791       GACC           Town Center at Virginia Beach      222 Central Park Avenue        Virginia Beach

 10        1      42645          GMACCM         Levy Portfolio                     Various                        Various
 10.1             42645-3        GMACCM         6363 Woodway                       6363 Woodway Drive             Houston
 10.2             42645-1        GMACCM         1616 South Voss                    1616 South Voss Road           Houston
 10.3             42645-2        GMACCM         7500 San Felipe                    7500 San Felipe Road           Houston
  11       1      03-14467       MSMC           McKinley Mall                      3701 McKinley Parkway          Hamburg
  12       1      4              MSMC           FGSR Portfolio (3)                 Various                        Various
 12.1             4-1            MSMC           Embassy Suites Palm Beach Gardens  4350 PGA Boulevard             Palm Beach
                                                & Office (4)                                                      Gardens
 12.2             4-2            MSMC           Bayfront Hilton Saint Petersburg   333 First Street South         St. Petersburg
 12.3             4-3            MSMC           Howard Johnson Commack             450 Moreland Road              Commack
 12.4             4-4            MSMC           Howard Johnson Westbury            120 Jericho Turnpike           Westbury
  13       2      DBM19231       GACC           Wiener Apartment Portfolio VI      Various                        Bronx

<CAPTION>

Control
Number     State         Zip Code         County
-------------------------------------------------------
<S>       <C>             <C>          <C>
1.147     Florida         33020        Broward
1.148     Missouri        65556        Pulaski
1.149     Missouri        65807        Greene
1.150     Oklahoma        74401        Muskogee
1.151     Texas           78336        Asansas/San
                                       Patricio
1.152     Washington      98520        Grays Harbor
  2       Illinois        60601        Cook

  3       Florida         32839        Orange
  4       California      90071        Los Angeles
  5       District of     20002        District of
          Columbia                     Columbia
  6       New York        10017        New York
  7       Texas           77010        Harris

  8       Washington      98903        Yakima
  9       Virginia        23462        Virginia Beach
                                       City
 10       Various         Various      Various
 10.1     Texas           77057        Harris
 10.2     Texas           77057        Harris
 10.3     Texas           77057        Harris
  11      New York        14219        Erie
  12      Various         Various      Various
 12.1     Florida         33410        Palm Beach

 12.2     Florida         33701        Pinellas
 12.3     New York        11725        Suffolk
 12.4     New York        11753        Nassau
  13      New York        Various      Bronx
</TABLE>


                                 Schedule I - 17
<PAGE>

                             Mortgage Loan Schedule

<TABLE>
<CAPTION>
Control   Related   Original        Current      Interest    Admin.    Accrual                                         First Payment
Number    Groups   Balance ($)    Balance ($)     Rate %      Fee %     Type        Amortization Type       Note Date       Date
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>   <C>            <C>              <C>         <C>     <C>           <C>                     <C>          <C>
1.147
1.148
1.149
1.150
1.151
1.152
  2                75,000,000     74,737,405      4.97000     0.0218  Actual/360    Amortizing Balloon      08/21/2003   10/01/2003
  3                                                                                 Interest Only, then
                   67,500,000     67,500,000      5.50000     0.0618  Actual/360    Amortizing Balloon      03/28/2003   05/09/2003
  4                                                                                 Interest Only, then
                   65,000,000     65,000,000      4.68000     0.0118  Actual/360    Amortizing Balloon      06/26/2003   08/01/2003
  5                65,000,000     64,857,875      5.17600     0.0318  Actual/360    Amortizing Balloon      09/09/2003   11/01/2003
  6                                                                                 Anticipated
                   64,000,000     64,000,000      5.85000     0.0198  Actual/360    Repayment Date          09/30/2003   11/07/2003
  7                45,000,000     45,000,000      5.00100     0.0218  Actual/360    Interest Only           09/08/2003   11/03/2003
  8                45,000,000     44,951,938      5.63000     0.1268  Actual/360    Amortizing Balloon      10/24/2003   12/01/2003
  9                45,000,000     44,923,470      6.32000     0.0318  Actual/360    Amortizing Balloon      10/01/2003   11/01/2003
  10               38,754,000     38,713,385      5.73000     0.1268  Actual/360    Amortizing Balloon      10/27/2003   12/01/2003
10.1
10.2
10.3
  11               38,800,000     38,636,060      5.94000     0.0318  Actual/360    Amortizing Balloon      08/22/2003   10/01/2003
  12               32,000,000     32,000,000      6.72700     0.0318  Actual/360    Amortizing Balloon      11/19/2003   01/07/2004
12.1
12.2
12.3
12.4
  13               29,690,000     29,654,061      4.96000     0.0318  Actual/360    Amortizing Balloon      10/10/2003   12/01/2003

<CAPTION>
                   Original         Remaining
Control         Interest Only     Interest Only
Number             Period            Period          Seasoning
------------------------------------------------------------------
<S>                 <C>               <C>               <C>
1.147
1.148
1.149
1.150
1.151
1.152
  2                                                     3
  3
                    60                52                8
  4
                    35                30                5
  5                                                     2
  6
                    36                34                2
  7                 60                58                2
  8                                                     1
  9                                                     2
  10                                                    1
10.1
10.2
10.3
  11                                                    3
  12                                                    0
12.1
12.2
12.3
12.4
  13                                                    1
</TABLE>


                                Schedule I - 18
<PAGE>

                             Mortgage Loan Schedule
<TABLE>
<CAPTION>
Control   Related   Original        Current      Interest    Admin.    Accrual                                         First Payment
Number    Groups   Balance ($)    Balance ($)     Rate %      Fee %     Type        Amortization Type       Note Date       Date
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>   <C>            <C>              <C>         <C>     <C>           <C>                     <C>          <C>
1.147
1.148
1.149
1.150
1.151
1.152
  2                75,000,000     74,737,405      4.97000     0.0218  Actual/360    Amortizing Balloon      08/21/2003   10/01/2003
  3                                                                                 Interest Only, then
                   67,500,000     67,500,000      5.50000     0.0618  Actual/360    Amortizing Balloon      03/28/2003   05/09/2003
  4                                                                                 Interest Only, then
                   65,000,000     65,000,000      4.68000     0.0118  Actual/360    Amortizing Balloon      06/26/2003   08/01/2003
  5                65,000,000     64,857,875      5.17600     0.0318  Actual/360    Amortizing Balloon      09/09/2003   11/01/2003
  6                                                                                 Anticipated
                   64,000,000     64,000,000      5.85000     0.0198  Actual/360    Repayment Date          09/30/2003   11/07/2003
  7                45,000,000     45,000,000      5.00100     0.0218  Actual/360    Interest Only           09/08/2003   11/03/2003
  8                45,000,000     44,951,938      5.63000     0.1268  Actual/360    Amortizing Balloon      10/24/2003   12/01/2003
  9                45,000,000     44,923,470      6.32000     0.0318  Actual/360    Amortizing Balloon      10/01/2003   11/01/2003
  10               38,754,000     38,713,385      5.73000     0.1268  Actual/360    Amortizing Balloon      10/27/2003   12/01/2003
10.1
10.2
10.3
  11               38,800,000     38,636,060      5.94000     0.0318  Actual/360    Amortizing Balloon      08/22/2003   10/01/2003
  12               32,000,000     32,000,000      6.72700     0.0318  Actual/360    Amortizing Balloon      11/19/2003   01/07/2004
12.1
12.2
12.3
12.4
  13               29,690,000     29,654,061      4.96000     0.0318  Actual/360    Amortizing Balloon      10/10/2003   12/01/2003

<CAPTION>
                   Original         Remaining
Control         Interest Only     Interest Only
Number             Period            Period          Seasoning
------------------------------------------------------------------
<S>                 <C>               <C>               <C>
1.147
1.148
1.149
1.150
1.151
1.152
  2                                                     3
  3
                    60                52                8
  4
                    35                30                5
  5                                                     2
  6
                    36                34                2
  7                 60                58                2
  8                                                     1
  9                                                     2
  10                                                    1
10.1
10.2
10.3
  11                                                    3
  12                                                    0
12.1
12.2
12.3
12.4
  13                                                    1
</TABLE>


                                Schedule I - 19
<PAGE>

                             Mortgage Loan Schedule

<TABLE>
<CAPTION>
Control   Prepayment                      Annual Debt   Cut-Off      Scheduled Maturity or        Total Sq.             Unit
Number    Provision                         Service    Date LTV (%)     ARD Date LTV (%)    Ft./Units/Pads/ Rooms   Description
-----------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                            <C>          <C>                 <C>                 <C>                   <C>
1.147                                                                                                 27,712              Sq Ft
1.148                                                                                                 10,981              Sq Ft
1.149                                                                                                 15,904              Sq Ft
1.150                                                                                                 27,495              Sq Ft
1.151                                                                                                 14,970              Sq Ft
1.152                                                                                                 30,724              Sq Ft
  2        Lock/27_Defeasance/
           53_0%/4                         4,814,907    55.92                49.65                    821,742             Sq Ft
  3        Lock/32_Defeasance/84_0%/
           4                               4,605,783    63.27                58.75                    518,153             Sq Ft
  4        Lock/29_Defeasance/51_0%/
           4                               4,036,004    69.44                64.88                  1,380,674             Sq Ft
  5        Lock/26_Defeasance/90_0%/
           4                               4,271,508    79.09                65.55                    248,576             Sq Ft
  6        Lock/26_Defeasance/90_0%/
           4                               4,530,747    75.00                67.58                    147,958             Sq Ft
  7        Lock/26_YM/29_0%/5              2,281,706    79.65                79.65                    580,875             Sq Ft
  8        Lock/25_Defeasance/91_0%/
           4                               3,110,250    74.49                63.97                    539,676             Sq Ft
  9        Lock/26_Defeasance/90_0%/
           4                               3,349,496    74.58                64.75                    324,155             Sq Ft
  10       Lock/25_Defeasance/91_0%/
           4                               2,707,988    72.36                60.94                    538,752             Sq Ft
 10.1                                                                                                 197,872             Sq Ft
 10.2                                                                                                 179,017             Sq Ft
 10.3                                                                                                 161,863             Sq Ft
 11        Lock/27_Defeasance/52_0%/
           5                               2,982,814    72.22                62.07                    692,362             Sq Ft
 12        Lock/24_Defeasance/53_0%/
           7                               2,647,526    59.48                51.78                        682             Rooms
 12.1                                                                                            160 / 82,381         Rooms / Sq Ft
 12.2                                                                                                     333             Rooms
 12.3                                                                                                     109             Rooms
 12.4                                                                                                      80             Rooms
 13        Lock/25_Defeasance/31_0%/
           4                               1,903,888    72.86                67.24                        535             Units
<CAPTION>

             Cut-Off Date
Contro      Balance per Sq.
Number    Ft./Unit/Pad/ Room         Ownership Interest     Lockbox
---------------------------------------------------------------------------
<S>            <C>                  <C>                      <C>
 1.147                              Fee Simple/Leasehold
 1.148                              Fee Simple
 1.149                              Leasehold
 1.150                              Fee Simple
 1.151                              Fee Simple
 1.152                              Fee Simple/Leasehold
   2
                  228               Fee Simple                Hard
   3
                  376               Fee Simple                Hard
   4
                  181               Fee Simple                Hard
   5
                  261               Fee Simple                Hard
   6
                  689               Fee Simple                Hard
   7              155               Fee Simple                Hard
   8
                   83               Fee Simple                Soft
   9
                  139               Fee Simple                Soft
   10
                   72               Fee Simple
  10.1                              Fee Simple
  10.2                              Fee Simple
  10.3                              Fee Simple
  11
                   56               Fee Simple                Hard
  12
               46,921               Fee Simple                Hard
  12.1                              Fee Simple
  12.2                              Fee Simple
  12.3                              Fee Simple
  12.4                              Fee Simple
  13
               55,428               Fee Simple
</TABLE>


                                Schedule I - 20
<PAGE>

                             Mortgage Loan Schedule
                                   (continued)

<TABLE>
<CAPTION>
Control   Loan                   Loan
Number    Group   Loan Number  Originator               Property Name                        Address                  City
-----------------------------------------------------------------------------------------------------------------------------------
<S>        <C>    <C>            <C>            <C>                                <C>                              <C>
13.1              DBM19231-1     GACC           2280-2300 Olinville Avenue         2280-2300 Olinville Avenue       Bronx
13.2              DBM19231-2     GACC           3424-3425 Kingsbridge Avenue       3424-3425 Kingsbridge Avenue     Bronx
13.3              DBM19231-3     GACC           2440 Olinville Avenue              2440 Olinville Avenue            Bronx
 14        1      09-0001735     Archon         Geneva Commons                     200-500 Commons Drive            Geneva
                                 Financial
 15        1      42224          GMACCM         Audubon Estates                    7930 Audubon Avenue              Alexandria
 16        2      09-0001801     Archon         Copper Creek Apartments            9490 South Bermuda Road          Las Vegas
                                 Financial
 17        1      DBM18821       GACC           Rainbow Corporate Center           777 North Rainbow Boulevard      Las Vegas
 18        1      41650          GMACCM         Denholtz Portfolio                 Various                          Various
18.1              41650-1        GMACCM         Business Center at Edison          1090 King George Post Road       Edison
18.2              41650-2        GMACCM         Palm Beach Marketplace             1900 Okeechobee Boulevard        West Palm
                                                                                                                    Beach
18.3              41650-3        GMACCM         Clark 67                           67 Walnut Avenue                 Clark
 19        1      09-0001821     Archon         Poinsettia Ridge Apartments        1100 Garden View Road            Encinitas
                                 Financial
 20        2      03-13945       MSMC           The Reserve at Forest Hills        361 Darlington Avenue            Wilmington

 21        1      09-0001782     Archon         REDI Industrial Building           909 Sheldon Road                 Plymouth
                                 Financial
 22        1      42611          GMACCM         Courtyard by Marriott-Fort Worth   601 Main Street                  Fort Worth
 23        1      DBM19086       GACC           Pavilion at Rockville Center       199 East Montgomery Avenue       Rockville
 24        2      40949          GMACCM         Polaris Pointe Apartments          8115 Worthington-Galena Road     Columbus
 25        2      09-0001787     Archon         The Oxford Apartments              10909 Gulf Freeway               Houston
                                 Financial
 26        1      40735          GMACCM         G&L Portfolio- 435 North Bedford   435 & 439 North Bedford Drive    Beverly Hills
 27        1      DBM18617       GACC           Shaw's Lewiston                    27 East Avenue                   Lewiston
 28        2      DBM19044       GACC           Westhollow Park Apartments         2503 Panagard                    Houston

<CAPTION>

Control
Number     State         Zip Code         County
-------------------------------------------------------
<S>       <C>             <C>          <C>
13.1      New York        10467        Bronx
13.2      New York        10463        Bronx
13.3      New York        10467        Bronx
 14       Illinois        60134        Kane

 15       Virginia        22306        Fairfax
 16       Nevada          89123        Clark

 17       Nevada          89107        Clark
 18       Various         Various      Various
18.1      New Jersey      08837        Middlesex
18.2      Florida         33409        Palm Beach

18.3      New Jersey      07066        Union
 19       California      92024        San Diego

 20       North           28403        New Hanover
          Carolina
 21       Michigan        48170        Wayne

 22       Texas           76102        Tarrant
 23       Maryland        20850        Montgomery
 24       Ohio            43085        Franklin
 25       Texas           77034        Harris

 26       California      90210        Los Angeles
 27       Maine           04240        Androscoggin
 28       Texas           77082        Harris
</TABLE>

                                Schedule I - 21
<PAGE>

                             Mortgage Loan Schedule

<TABLE>
<CAPTION>
Control   Related   Original        Current      Interest    Admin.    Accrual                                         First Payment
Number    Groups   Balance ($)    Balance ($)     Rate %      Fee %     Type        Amortization Type       Note Date       Date
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>       <C>            <C>             <C>         <C>       <C>           <C>                    <C>         <C>
13.1

13.2

13.3

 14               28,000,000     27,806,309      5.65000     0.0718     Actual/360    Amortizing Balloon    04/14/2003   06/01/2003

 15                                                                                   Interest Only, then
                  26,600,000     26,600,000      5.58000     0.1268     Actual/360    Amortizing            08/14/2003   10/01/2003

 16               24,000,000     24,000,000      4.87000     0.0818     Actual/360    Interest Only         08/28/2003   10/01/2003

 17               22,000,000     21,960,222      6.05000     0.0318     Actual/360    Amortizing Balloon    09/25/2003   11/01/2003

 18               21,675,000     21,632,090      5.64000     0.1268     Actual/360    Amortizing Balloon    10/01/2003   11/01/2003

18.1

18.2

18.3

 19               21,000,000     20,979,333      6.06000     0.0818     Actual/360    Amortizing Balloon    10/16/2003   12/01/2003

 20               21,000,000     20,939,851      5.95000     0.0318     Actual/360    Amortizing Balloon    08/27/2003   10/01/2003

 21               17,200,000     17,128,714      5.45000     0.0618     Actual/360    Amortizing Balloon    07/15/2003   09/01/2003

 22               16,750,000     16,750,000      6.93000     0.1268     Actual/360    Amortizing Balloon    11/03/2003   01/01/2004

 23               15,800,000     15,800,000      5.52000     0.0318     Actual/360    Amortizing Balloon    11/26/2003   01/01/2004

 24                                                                                   Interest Only, then
                  15,700,000     15,700,000      5.71000     0.1268     Actual/360    Amortizing Balloon    09/08/2003   11/01/2003

 25               15,610,000     15,610,000      5.03500     0.0318     Actual/360    Interest Only         07/31/2003   09/01/2003

 26     Group C   15,400,000     15,325,299      5.69000     0.1268     Actual/360    Amortizing Balloon    06/03/2003   08/01/2003

 27               14,010,900     13,972,676      6.54000     0.0318     Actual/360    Fully Amortizing      09/08/2003   11/01/2003

 28                                                                                   Interest Only, then
                  13,850,000     13,850,000      5.12000     0.0318     Actual/360    Amortizing Balloon    10/27/2003   12/01/2003

<CAPTION>
                   Original         Remaining
Control         Interest Only     Interest Only
Number             Period            Period          Seasoning
------------------------------------------------------------------
<S>                 <C>               <C>               <C>
13.1

13.2

13.3

 14                                                     7

 15
                    24                21                3

 16                 60                57                3

 17                                                     2

 18                                                     2

18.1

18.2

18.3

 19                                                     1

 20                                                     3

 21                                                     4

 22                                                     0

 23                                                     0

 24
                    24                22                2

 25                 60                56                4

 26                                                     5

 27                                                     2

 28
                    12                11                1
</TABLE>


                                Schedule I - 22
<PAGE>

                             Mortgage Loan Schedule

<TABLE>
<CAPTION>
           Original
Control    Term to    Remaining Term  Original Amortization      Remaining                         Grace Default   Maturity Date or
Number     Maturity    to Maturity            Term           Amortization Term   Payment Due Date      Period            ARD
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>           <C>                <C>                  <C>                <C>               <C>          <C>
13.1

13.2

13.3

 14          120           113                360                  353                1                 5             05/01/2013

 15          120           117                360                  360                1                 5             09/01/2013

 16           60            57                                                        1                 5             09/01/2008

 17          120           118                360                  358                1                 5             10/01/2013

 18          120           118                360                  358                1                 5             10/01/2013

18.1

18.2

18.3

 19          120           119                360                  359                1                 5             11/01/2013

 20          120           117                360                  357                1                 0             09/01/2013

 21          120           116                360                  356                1                 5             08/01/2013

 22          120           120                300                  300                1                 5             12/01/2013

 23           84            84                300                  300                1                 5             12/01/2010

 24           84            82                360                  360                1                 5             10/01/2010

 25           60            56                                                        1                 5             08/01/2008

 26          120           115                360                  355                1                 5             07/01/2013

 27          244           242                244                  242                1                 5             02/01/2024

 28           60            59                360                  360                1                 5             11/01/2008

<CAPTION>

Control   Scheduled Maturity or
Number       ARD Balance ($)
---------------------------------
<S>           <C>
13.1

13.2

13.3

 14           23,505,035

 15           23,344,339

 16           24,000,000

 17           18,688,339

 18           18,187,371

18.1

18.2

18.3

 19           17,842,134

 20           17,784,841

 21           14,348,152

 22           13,372,006

 23           13,393,457

 24           14,628,618

 25           15,610,000

 26           12,943,333

 27

 28           13,029,085
</TABLE>

                                Schedule I - 23

<PAGE>

                             Mortgage Loan Schedule

<TABLE>
<CAPTION>
Control          Prepayment           Annual Debt     Cut-Off      Scheduled Maturity or        Total Sq.             Unit
Number           Provision              Service      Date LTV (%)     ARD Date LTV (%)    Ft./Units/Pads/ Rooms   Description
-----------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                         <C>              <C>                <C>                  <C>                   <C>
13.1                                                                                                  257              Units
13.2                                                                                                  195              Units
13.3                                                                                                   83              Units
 14        Lock/31_Defeasance/85_0
           %/4                          1,939,512        78.99              68.31                 409,911              Sq Ft
 15        Lock/27_Defeasance/89_0
           %/4                          1,828,437        78.24              68.66                     701              Pads
 16        Lock/27_Defeasance/29_0
           %/4                          1,185,033        79.76              79.76                     368              Units
 17        Lock/26_Defeasance/90_0
           %/4                          1,591,310        78.43              66.74                 151,672              Sq Ft
 18        Lock/26_Defeasance/90_0
           %/4                          1,499,746        74.85              62.93                 257,613              Sq Ft
18.1                                                                                              125,733              Sq Ft
18.2                                                                                               55,798              Sq Ft
18.3                                                                                               76,082              Sq Ft
 19        Lock/25_Defeasance/91_0
           %/4                          1,520,602        79.92              67.97                     120              Units
 20        Lock/27_Defeasance/89_0
           %/4                          1,502,776        77.56              65.87                     372              Units
 21        Lock/28_Defeasance/88_0
           %/4                          1,165,450        79.67              66.74                 518,840              Sq Ft
 22        Lock/36_Defeasance/82_0
           %/2                          1,411,663        64.42              51.43                     203              Rooms
 23        Lock/24_Defeasance/56_0
           %/4                          1,166,576        75.60              64.08                  94,086              Sq Ft
 24        Lock/26_Defeasance/56_0
           %/2                          1,094,669        74.76              69.66                     292              Units
 25        Lock/28_Defeasance/28_0
           %/4                            796,880        80.05              80.05                     544              Units
 26        Lock/29_Defeasance/86_0
           %/5                          1,071,409        74.41              62.85                  54,602              Sq Ft
 27        Lock/26_Defeasance/217_
           0%/1                         1,160,345        89.17               0.00                  64,657              Sq Ft
 28        Lock/25_Defeasance/31_0
           %/4                            904,426        77.59              72.99                     404              Units

<CAPTION>

             Cut-Off Date
Control     Balance per Sq.
Number    Ft./Unit/Pad/ Room        Ownership Interest           Lockbox
---------------------------------------------------------------------------
<S>             <C>                <C>                           <C>
13.1                                   Fee Simple
13.2                                   Fee Simple
13.3                                   Fee Simple
 14
                    184                Fee Simple                Springing
 15
                 37,946                Fee Simple
 16
                 65,217                Fee Simple
 17
                    145                Fee Simple                Hard
 18
                     84           Fee Simple/Leasehold
18.1                                   Fee Simple
18.2                              Fee Simple/Leasehold
18.3                                   Fee Simple
 19
                174,828                Fee Simple
 20
                 56,290                Fee Simple
 21
                     33                Fee Simple                Springing
 22
                  82,512               Fee Simple
 23
                     168               Fee Simple                Soft
 24
                  53,767               Fee Simple
 25
                  28,695               Fee Simple
 26
                     281               Fee Simple                Springing
 27
                     216               Fee Simple                Hard
 28
                  34,282               Fee Simple
</TABLE>

                                Schedule I - 24

<PAGE>

                                           Mortgage Loan Schedule
                                                (continued)

<TABLE>
<CAPTION>
Control   Loan                   Loan
Number    Group   Loan Number  Originator              Property Name                        Address                  City
------------------------------------------------------------------------------------------------------------------------------------
<S>        <C>    <C>             <C>            <C>                                <C>                              <C>
 29        1      DBM19191        GACC           Rancho Vista Phases I & II         1251-1281 & 1240-1280 Activity    Vista
                                                                                    Drive, 1300, 1311 Specialty
                                                                                    Drive
 30        2      DBM19002        GACC           Cascade Heights Apartments         1150 Union Avenue Northeast       Renton
 31        1      40587           GMACCM         Fred Segal Building                8100 Melrose Avenue               Los Angeles
 32        1      09-0001790      Archon         Carnegie Office Building           6101 Carnegie Boulevard           Charlotte
                                  Financial
 33        2      DBM19227        GACC           Springtree Meadows Apartments      4001 North University Drive       Sunrise
 34        1      40611           GMACCM         41 University Drive                41 University Drive               Newtown
 35        1      42654           GMACCM         Santa Anita Medical Center         301 West Huntington Drive         Arcadia
 36        2      DBM19351        GACC           Mallard Pointe Apartments          802 45th Street North East        Auburn
 37        1      DBM18871        GACC           Balboa Medical Plaza               10605 Balboa Boulevard            Granada Hills
 38        1      09-0001730      Archon         Greenwich Center                   1200-1208 New Brunswick           Phillipsburg
                                  Financial                                         Avenue
 39        2      DBM19222        GACC           Pinewood Apartments                501-532 Lynnehaven Drive          Hagerstown
 40        1      42751           GMACCM         Planters Inn                       112 North Market Street           Charleston

 41        1      DBM18567        GACC           1720 Eye Street                    1720 Eye Street                   Washington

 42        1      02-12629        MSMC           Versailles Court                   260 Middle Neck Road              Great Neck
 43        1      41097           GMACCM         Burroughs Portfolio                Various                           Various
43.1              41097-1         GMACCM         Paramus Plaza II                   120 Route 17 North                Paramus
43.2              41097-2         GMACCM         Preakness Plaza                    1211 Hamburg Turnpike             Wayne
 44        2      03-13923        MSMC           Black Mountain Apartments          540 West Horizon Ridge            Henderson
                                                                                    Parkway
 45        2      DBM19211        GACC           Brittany Knoll Apartments          Stuart's Draft Highway            Stuart's Draft
 46        1      41748           GMACCM         Currier Square Shopping Center     2325 - 2451 Myers Street          Oroville
 47        1      41999           GMACCM         Residence Inn - Westford           7 Lan Drive                       Westford

 48        1      42776           GMACCM         Shoppes at Old Webster             20 Allen Avenue                   Webster Groves
 49        2      03-14559        MSMC           Lakeview Terrace Apartments        5101 Springlake Parkway           Haltom City
 50        1      42649           GMACCM         Columbia Medical Plaza             4700 Congress Avenue              West Palm
                                                                                                                      Beach
 51        2      DBM19166        GACC           Waterford Place II Apartments      2760-2794 Stantonsburg Road       Greenville

 52        2      03-13626        MSMC           411 Granby Street Apartments (5)   411 Granby Street                 Norfolk
 53        1      09-0001763      Archon         Sutter II Medical Office Building  1020 29th Street                  Sacramento
                                  Financial
 54        1      40733           GMACCM         G&L Portfolio- 415 North Bedford   413-427 North Bedford Drive       Beverly Hills
 55        1      42243           GMACCM         TownePlace Suites-Annapolis        120 National Business Parkway     Annapolis
                                                 Junction                                                             Junction

<CAPTION>

Control
Number     State         Zip Code         County
-------------------------------------------------------
<S>       <C>             <C>          <C>
 29       California      92083        San Diego


 30       Washington      98059        King
 31       California      90046        Los Angeles
 32       North           28211        Mecklenburg
          Carolina
 33       Florida         33351        Broward
 34       Pennsylvania    18940        Bucks
 35       California      91007        Los Angeles
 36       Washington      98002        King
 37       California      91344        Los Angeles
 38       New Jersey      08865        Warren

 39       Maryland        21742        Washington
 40       South           29401        Charleston
          Carolina
 41       District of     20006        District of
          Columbia                     Columbia
 42       New York        11021        Nassau
 43       Various         Various      Various
43.1      New Jersey      07652        Bergen
43.2      New Jersey      07470        Passaic
 44       Nevada          89012        Clark

 45       Virginia        24477        Augusta
 46       California      95966        Butte
 47       Massachusetts   01886        Middlesex

 48       Missouri        63119        St. Louis
 49       Texas           76117        Tarrant
 50       Florida         33407        Palm Beach

 51       North           27834        Pitt
          Carolina
 52       Virginia        23510        Norfolk
 53       California      95816        Sacramento

 54       California      90210        Los Angeles
 55       Maryland        20701        Anne Arundel
</TABLE>


                                Schedule I - 25
<PAGE>

                             Mortgage Loan Schedule

<TABLE>
<CAPTION>
Control   Related   Original        Current      Interest    Admin.     Accrual                                        First Payment
Number    Groups   Balance ($)    Balance ($)     Rate %      Fee %      Type        Amortization Type       Note Date     Date
------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>       <C>            <C>             <C>         <C>      <C>           <C>                    <C>           <C>
 29                                                                                  Interest Only, then
                   13,350,000      13,350,000     6.11000     0.0318   Actual/360    Amortizing Balloon     11/13/2003    01/01/2004
 30      Group A   12,317,189      12,276,750     5.29000     0.0318   Actual/360    Amortizing Balloon     08/29/2003    10/01/2003
 31                12,114,000      12,082,996     6.36000     0.1268   Actual/360    Amortizing Balloon     09/09/2003    11/01/2003
 32                12,000,000      12,000,000     5.24000     0.0818   Actual/360    Interest Only          08/28/2003    10/01/2003
 33                11,760,000      11,736,362     5.57000     0.0318   Actual/360    Amortizing Balloon     09/25/2003    11/01/2003
 34                11,500,000      11,468,363     6.14000     0.1268   Actual/360    Amortizing Balloon     08/11/2003    10/01/2003
 35      Group B   11,250,000      11,238,843     6.02000     0.1268   Actual/360    Amortizing Balloon     10/28/2003    12/01/2003
 36                                                                                  Interest Only, then
         Group A   11,200,000      11,200,000     5.22000     0.0318   Actual/360    Amortizing Balloon     10/28/2003    12/01/2003
 37                11,100,000      11,070,366     6.28000     0.0318   Actual/360    Amortizing Balloon     08/21/2003    10/01/2003
 38                10,900,000      10,900,000     5.07000     0.1018   Actual/360    Interest Only          05/15/2003    07/01/2003
 39                10,600,000      10,589,079     5.82000     0.0318   Actual/360    Amortizing Balloon     10/30/2003    12/01/2003
 40                                                                                  Interest Only, then
                   10,000,000     10,000,000      6.33000     0.1268   Actual/360    Amortizing Balloon     11/12/2003    01/01/2004
 41                10,000,000      9,981,011      5.83000     0.0318   Actual/360    Amortizing Balloon     09/17/2003    11/01/2003
 42                9,500,000       9,440,024      5.40000     0.0318   Actual/360    Amortizing Balloon     05/14/2003    07/01/2003
 43                9,075,000       9,065,879      5.95000     0.1268   Actual/360    Amortizing Balloon     10/08/2003    12/01/2003
43.1
43.2
 44                8,400,000       8,373,633      5.51000     0.0318   Actual/360    Amortizing Balloon     08/14/2003    10/01/2003
 45                8,300,000       8,283,959      5.75000     0.0318   Actual/360    Amortizing Balloon     09/29/2003    11/01/2003
 46                8,250,000       8,242,172      6.25000     0.1268   Actual/360    Amortizing Balloon     10/17/2003    12/01/2003
 47                7,800,000       7,789,584      6.50000     0.1268   Actual/360    Amortizing Balloon     10/23/2003    12/01/2003
 48                                                                                  Interest Only, then
                   7,600,000       7,600,000      5.96000     0.1268   Actual/360    Amortizing Balloon     11/13/2003    01/01/2004
 49                7,500,000       7,500,000      5.91000     0.0318   Actual/360    Amortizing Balloon     11/25/2003    01/01/2004
 50      Group B   6,750,000       6,743,306      6.02000     0.1268   Actual/360    Amortizing Balloon     10/28/2003    12/01/2003
 51                6,500,000       6,493,951      6.35000     0.0318   Actual/360    Amortizing Balloon     10/10/2003    12/01/2003
 52                6,400,000       6,400,000      5.78000     0.0318   Actual/360    Amortizing Balloon     11/21/2003    01/01/2004
 53                6,200,000       6,200,000      4.90000     0.0318   Actual/360    Interest Only          05/27/2003    07/01/2003
 54      Group C   6,100,000       6,070,411      5.69000     0.1268   Actual/360    Amortizing Balloon     06/03/2003    08/01/2003
 55                6,000,000       5,992,593      7.00000     0.1268   Actual/360    Amortizing Balloon     10/31/2003    12/01/2003

<CAPTION>
                   Original         Remaining
Control         Interest Only     Interest Only
Number             Period            Period         Seasoning
-----------------------------------------------------------------
<S>                 <C>               <C>              <C>
 29
                    12                12               0
 30                                                    3
 31                                                    2
 32                 60                57               3
 33                                                    2
 34                                                    3
 35                                                    1
 36
                    36                35               1
 37                                                    3
 38                 60                54               6
 39                                                    1
 40
                    24                24               0
 41                                                    2
 42                                                    6
 43                                                    1
43.1
43.2
 44                                                    3
 45                                                    2
 46                                                    1
 47                                                    1
 48
                    24                24               0
 49                                                    0
 50                                                    1
 51                                                    1
 52                                                    0
 53                 60                54               6
 54                                                    5
 55                                                    1
</TABLE>


                                Schedule I - 26
<PAGE>

                             Mortgage Loan Schedule

<TABLE>
<CAPTION>
           Original
Control    Term to    Remaining Term  Original Amortization      Remaining                         Grace Default   Maturity Date or
Number     Maturity    to Maturity            Term           Amortization Term   Payment Due Date      Period            ARD
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>           <C>                <C>                  <C>                  <C>               <C>         <C>
 29          120           120                360                  360                  1                 5           12/01/2013
 30           84            81                360                  357                  1                 5           09/01/2010
 31          120           118                300                  298                  1                 0           10/01/2013
 32           60            57                                                          1                 5           09/01/2008
 33           84            82                360                  358                  1                 5           10/01/2010
 34          120           117                360                  357                  1                 5           09/01/2013
 35          120           119                360                  359                  1                 5           11/01/2013
 36           84            83                360                  360                  1                 5           11/01/2010
 37          120           117                360                  357                  1                 5           09/01/2013
 38           60            54                                                          1                 5           06/01/2008
 39          120           119                360                  359                  1                 5           11/01/2013
 40          120           120                300                  300                  1                 5           12/01/2013
 41           84            82                360                  358                  1                 5           10/01/2010
 42          120           114                360                  354                  1                 5           06/01/2013
 43          120           119                360                  359                  1                 5           11/01/2013
43.1
43.2
 44          120           117                360                  357                  1                 5           09/01/2013
 45          120           118                360                  358                  1                 5           10/01/2013
 46          120           119                360                  359                  1                 5           11/01/2013
 47           84            83                300                  299                  1                 5           11/01/2010
 48          120           120                360                  360                  1                 5           12/01/2013
 49          120           120                360                  360                  1                 7           12/01/2013
 50          120           119                360                  359                  1                 5           11/01/2013
 51          180           179                360                  359                  1                 5           11/01/2018
 52          120           120                360                  360                  1                 7           12/01/2013
 53           60            54                                                          1                 5           06/01/2008
 54          120           115                360                  355                  1                 5           07/01/2013
 55          120           119                300                  299                  1                 5           11/01/2013

<CAPTION>

Control   Scheduled Maturity or
Number       ARD Balance ($)
---------------------------------
<S>           <C>
 29           11,615,940
 30           10,972,145
 31            9,495,878
 32           12,000,000
 33           10,537,383
 34            9,793,738
 35            9,547,078
 36           10,548,676
 37            9,491,310
 38           10,900,000
 39            8,942,182
 40            8,380,924
 41            9,007,402
 42            7,912,593
 43            7,685,420
43.1
43.2
 44            7,019,688
 45            6,987,845
 46            7,048,117
 47            6,757,560
 48            6,729,186
 49            6,344,579
 50            5,728,246
 51            4,824,092
 52            5,392,991
 53            6,200,000
 54            5,126,905
 55            4,799,849
</TABLE>


                                Schedule I - 27

<PAGE>

                             Mortgage Loan Schedule

<TABLE>
<CAPTION>
Control          Prepayment           Annual Debt   Cut-Off      Scheduled Maturity or        Total Sq.             Unit
Number           Provision              Service    Date LTV (%)     ARD Date LTV (%)    Ft./Units/Pads/ Rooms   Description
-------------------------------------------------------------------------------------------------------------------------------
<S>       <C>                           <C>           <C>               <C>                   <C>                   <C>
 29       Lock/24_Defeasance/92_0%/4    971,839       74.17             64.53                 225,248               Sq Ft
 30       Lock/27_Defeasance/53_0%/4    819,857       67.92             60.70                     284               Units
 31       Lock/26_Defeasance/92_0%/2    968,856       58.94             46.32                  28,747               Sq Ft
 32       Lock/27_Defeasance/29_0%/4    637,533       80.54             80.54                 106,246               Sq Ft
 33       Lock/26_Defeasance/54_0%/4    807,473       79.84             71.68                     232               Units
 34       Lock/27_Defeasance/89_0%/4    839,842       74.47             63.60                  89,048               Sq Ft
 35       Lock/25_Defeasance/93_0%/2    811,130       74.93             63.65                  86,762               Sq Ft
 36       Lock/25_Defeasance/55_0%/4    739,666       80.00             75.35                     180               Units
 37       Lock/27_Defeasance/89_0%/4    822,736       77.96             66.84                  66,050               Sq Ft
 38       Lock/30_Defeasance/26_0%/4    560,305       77.86             77.86                 109,901               Sq Ft
 39       Lock/25_Defeasance/91_0%/4    747,971       68.60             67.49                     192               Units
 40       Lock/36_Defeasance/82_0%/2    797,548       47.62             39.91                      62               Rooms
 41       Lock/26_Defeasance/54_0%/4    706,398       79.53             71.77                  70,362               Sq Ft
 42       Lock/30_Defeasance/86_0%/4    640,145       77.38             64.86                      43               Units
 43       Lock/25_Defeasance/93_0%/2    649,414       74.92             63.52                  92,013               Sq Ft
43.1                                                                                           49,068               Sq Ft
43.2                                                                                           42,945               Sq Ft
 44       Lock/27_Defeasance/89_0%/4    572,964       76.82             64.40                     108               Units
 45       Lock/26_Defeasance/90_0%/4    581,239       76.70             64.70                     156               Units
 46       Lock/25_Defeasance/93_0%/2    609,560       72.62             62.10                 131,027               Sq Ft
 47       Lock/37_Defeasance/45_0%/2    631,994       64.38             55.85                     108               Rooms
 48       Lock/24_Defeasance/92_0%/4    544,447       72.38             64.09                  69,740               Sq Ft
 49       Lock/24_Defeasance/89_0%/7    534,399       79.79             67.50                     224               Units
 50       Lock/25_Defeasance/93_0%/2    486,678       74.93             63.65                  43,797               Sq Ft
 51       Lock/25_Defeasance/151_0%/
          4                             485,344       79.93             59.37                     120               Units
 52       Lock/24_Defeasance/92_0%/4    449,649       79.01             69.86                      49               Units
 53       Lock/30_Defeasance/26_0%/4    308,019       80.00             80.00                  39,745               Sq Ft
 54       Lock/29_Defeasance/86_0%/5    424,389       71.24             60.17                   5,720               Sq Ft
 55       Lock/37_Defeasance/81_0%/2    508,881       71.34             57.14                      95               Rooms

<CAPTION>

             Cut-Off Date
Control     Balance per Sq.
Number    Ft./Unit/Pad/ Room    Ownership Interest           Lockbox
---------------------------------------------------------------------------
<S>           <C>                 <C>                      <C>
 29                59               Fee Simple                Soft
 30            43,228               Fee Simple
 31               420               Fee Simple                Soft
 32               113               Fee Simple
 33            50,588          Fee Simple/Leasehold
 34               129               Fee Simple                Soft
 35               130               Fee Simple                Soft
 36            62,222               Fee Simple
 37               168               Fee Simple                Soft
 38                99               Fee Simple
 39            55,152               Fee Simple
 40           161,290               Fee Simple                Soft
 41               142          Fee Simple/Leasehold           Soft
 42           219,535               Fee Simple
 43                99               Fee Simple                Soft
43.1                                Fee Simple
43.2                                Fee Simple
 44            77,534               Fee Simple
 45            53,102               Fee Simple
 46                63               Fee Simple
 47            72,126               Fee Simple
 48               109               Fee Simple                Soft
 49            33,482               Fee Simple
 50               154               Leasehold                 Soft
 51
               54,116               Fee Simple
 52           106,175               Fee Simple                Hard
 53               156               Fee Simple
 54             1,061               Fee Simple             Springing
 55            63,080               Fee Simple
</TABLE>


                                Schedule I - 28

<PAGE>

                             Mortgage Loan Schedule
                                   (continued)

<TABLE>
<CAPTION>
Control   Loan                   Loan
Number    Group   Loan Number  Originator              Property Name                        Address                       City
------------------------------------------------------------------------------------------------------------------------------------
<S>        <C>    <C>             <C>            <C>                                <C>                              <C>
 56        1      40024           GMACCM         Potomac Mills                      2700 Metro Plaza                 Woodbridge
 57        1      40869           GMACCM         Lakeline Portfolio                 Various                          Various
57.1              40869-1         GMACCM         Highline Plaza                     2266 East 3300 South             Salt Lake City
57.2              40869-2         GMACCM         Plaza 7000                         1844 East Fort Union Boulevard   Salt Lake City
57.3              40869-4         GMACCM         Parley's Plaza                     2645 East Parleys Way            Salt Lake City
57.4              40869-3         GMACCM         Antelope Plaza                     1580 South State Street          Clearfield
 58        2      03-14332        MSMC           Bartlett Apartments                330 Bartlett Drive               El Paso
 59        1      DBM18866        GACC           Center Pointe                      19762 MacArthur Boulevard        Irvine
 60        2      03-13752        MSMC           Ontario Village Apartments         1201-1233 Faichney Drive         Watertown
 61        1      40244           GMACCM         Towers at South Towne I            406 West South Jordan Parkway    South Jordan
 62        1      02-12000        MSMC           Visual Display                     25-15 50th Street                Woodside
 63        1      DBM19016        GACC           Walgreens San Antonio              21002 U.S. Highway 281 North     San Antonio
 64        1      42655           GMACCM         Palm West Professional Center III  12989 Southern Boulevard         Loxahatchee
 65        2      DBM19207        GACC           Cottages of Martinsburg            104 Cottage Road                 Martinsburg
 66        1      40878           GMACCM         Bank of America Square             13736-13780 South West 88th      Miami
                                                                                    Street and 13795 South West 90
                                                                                    Street
 67        2      03-13898        MSMC           Villa Court Apartments             300 East Providencia             Burbank
 68        1      DBM18956        GACC           Flamingo Park III                  12064-12090 Miramar Parkway      Miramar
 69        1      42656           GMACCM         Palm West Professional Center IV   12983 Southern Boulevard         Loxahatchee
 70        1      02-11657        MSMC           Sky Ridge Plaza 2                  2200 Interstate Highway 35       Round Rock
 71        1      DBM19162        GACC           Morrisville Shopping Center        333 Morrisville-Carpenter Road   Morrisville

 72        2      03-13639        MSMC           Mt. Vernon Portfolio               107-109 Monument St.; 10 E.      Baltimore
                                                                                    Madison St.; 1309 & 1321 N.
                                                                                    Calvert St.; 202 & 206 W.
                                                                                    Monument St.
 73        1      DBM18997        GACC           Walgreens Meridian                 1415 24th Avenue                 Meridian
 74        1      DBM18998        GACC           Walgreens Hattiesburg              5093 Hardy Street                Hattiesburg
 75        1      42269           GMACCM         Waverly Self Storage               970 Waverly Avenue               Holtsville
 76        2      03-13682        MSMC           1433 Federal Avenue                1433 Federal Avenue              Los Angeles
 77        1      42560           GMACCM         Thunderbird Mini Storage           12800 North 94th Drive           Peoria
 78        2      DBM18985        GACC           Wexford Apartments                 3041-3191 9th Street             Marion
 79        1      03-13841        MSMC           Garrison Self Storage              1164 Garrison Avenue             Bronx
 80        1      03-13478        MSMC           Budget Self-Storage                414 Raymond Boulevard            Newark
 81        1      42765           GMACCM         311 South Doheny                   311 South Doheny Drive           Los Angeles
<CAPTION>

Control
Number     State         Zip Code         County
-------------------------------------------------------
<S>      <C>              <C>         <C>
 56      Virginia         22192       Prince William
 57      Various          Various     Various
57.1     Utah             84109       Salt Lake
57.2     Utah             84121       Salt Lake
57.3     Utah             84109       Salt Lake
57.4     Utah             84015       Davis
 58      Texas            79912       El Paso
 59      California       92612       Orange
 60      New York         13601       Jefferson
 61      Utah             84095       Salt Lake
 62      New York         11377       Queens
 63      Texas            78259       Bexar
 64      Florida          33470       Palm Beach
 65      West Virginia    25401       Berkeley
 66      Florida          33186       Miami-Dade


 67      California       91502       Los Angeles
 68      Florida          33025       Broward
 69      Florida          33470       Palm Beach
 70      Texas            78681       Williamson
 71      North            27560       Wake
         Carolina
 72      Maryland         21201,      Baltimore City
                          21202


 73      Mississippi      39301       Lauderdale
 74      Mississippi      39401       Lamar
 75      New York         11742       Suffolk
 76      California       90025       Los Angeles
 77      Arizona          85381       Maricopa
 78      Iowa             52302       Linn
 79      New York         10474       Bronx
 80      New Jersey       07105       Essex
 81      California       90048       Los Angeles
</TABLE>


                                 Schedule I - 29

<PAGE>

                             Mortgage Loan Schedule

<TABLE>
<CAPTION>
Control   Related   Original        Current      Interest    Admin.     Accrual                                        First Payment
Number    Groups   Balance ($)    Balance ($)     Rate %      Fee %      Type        Amortization Type       Note Date      Date
------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>       <C>            <C>             <C>         <C>      <C>           <C>                     <C>          <C>
 56                6,000,000      5,988,832       5.92000     0.1268   Actual/360    Amortizing Balloon      09/23/2003   11/01/2003
 57                5,350,000      5,316,785       5.26000     0.1268   Actual/360    Amortizing Balloon      08/01/2003   09/01/2003
57.1
57.2
57.3
57.4
 58                5,120,000      5,100,373       5.81000     0.0318   Actual/360    Amortizing Balloon      07/31/2003   09/01/2003
 59                                                                                  Interest Only, then
                   4,875,000      4,875,000       5.32000     0.0318   Actual/360    Amortizing Balloon      08/07/2003   10/01/2003
 60                4,800,000      4,790,683       5.73000     0.0318   Actual/360    Amortizing Balloon      09/08/2003   11/01/2003
 61                4,350,000      4,330,789       5.15000     0.1268   Actual/360    Amortizing Balloon      07/17/2003   09/01/2003
 62                4,000,000      3,971,067       6.12000     0.0318   Actual/360    Amortizing Balloon      03/21/2003   05/01/2003
 63                3,907,500      3,892,211       6.91000     0.0318   Actual/360    Fully Amortizing        08/29/2003   10/01/2003
 64      Group B   3,675,000      3,670,894       5.39000     0.1268   Actual/360    Amortizing Balloon      10/28/2003   12/01/2003
 65                3,650,000      3,646,780       6.62500     0.0618   Actual/360    Amortizing Balloon      10/31/2003   12/01/2003
 66                3,600,000      3,585,868       6.38000     0.1268   Actual/360    Amortizing Balloon      08/21/2003   10/01/2003
 67                3,600,000      3,583,698       5.03000     0.0318   Actual/360    Amortizing Balloon      07/16/2003   09/01/2003
 68                3,200,000      3,190,302       5.68000     0.0318   Actual/360    Amortizing Balloon      08/29/2003   10/01/2003
 69      Group B   3,000,000      2,997,025       6.02000     0.1268   Actual/360    Amortizing Balloon      10/28/2003   12/01/2003
 70                2,900,000      2,865,877       6.28000     0.0318   Actual/360    Amortizing Balloon      11/01/2002   12/01/2002
 71                2,740,000      2,737,504       6.46000     0.0318   Actual/360    Amortizing Balloon      10/21/2003   12/01/2003
 72                2,720,000      2,702,915       4.48000     0.0318   Actual/360    Amortizing Balloon      06/11/2003   08/01/2003
 73      Group D   2,420,000      2,398,268       5.63000     0.0318   Actual/360    Fully Amortizing        07/30/2003   09/01/2003
 74      Group D   2,220,000      2,200,064       5.63000     0.0318   Actual/360    Fully Amortizing        07/30/2003   09/01/2003
 75                2,200,000      2,200,000       5.62500     0.1268   Actual/360    Amortizing Balloon      11/14/2003   01/01/2004
 76                1,833,289      1,826,655       6.07000     0.0318   Actual/360    Amortizing Balloon      07/31/2003   09/01/2003
 77                1,825,000      1,825,000       5.91000     0.1268   Actual/360    Amortizing Balloon      11/04/2003   01/01/2004
 78                1,750,000      1,746,566       5.68000     0.0618   Actual/360    Amortizing Balloon      09/03/2003   11/01/2003
 79                1,600,000      1,592,599       5.19000     0.0318   Actual/360    Amortizing Balloon      09/29/2003   11/01/2003
 80                1,500,000      1,496,188       6.40000     0.0318   Actual/360    Amortizing Balloon      09/05/2003   11/01/2003
 81                1,000,000        998,964       5.79000     0.1268   Actual/360    Amortizing Balloon      10/30/2003   12/01/2003

<CAPTION>
                   Original         Remaining
Control         Interest Only     Interest Only
Number             Period            Period         Seasoning
-----------------------------------------------------------------
<S>                  <C>               <C>              <C>
 56                                                      2
 57                                                      4
57.1
57.2
57.3
57.4
 58                                                      4
 59
                     12                9                 3
 60                                                      2
 61                                                      4
 62                                                      8
 63                                                      3
 64                                                      1
 65                                                      1
 66                                                      3
 67                                                      4
 68                                                      3
 69                                                      1
 70                                                     13
 71                                                      1
 72                                                      5
 73                                                      4
 74                                                      4
 75                                                      0
 76                                                      4
 77                                                      0
 78                                                      2
 79                                                      2
 80                                                      2
 81                                                      1
</TABLE>

                                 Schedule I - 30

<PAGE>

                             Mortgage Loan Schedule

<TABLE>
<CAPTION>
           Original
Control    Term to    Remaining Term  Original Amortization      Remaining                         Grace Default   Maturity Date or
Number     Maturity    to Maturity            Term           Amortization Term   Payment Due Date      Period            ARD
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>           <C>                 <C>                  <C>                  <C>              <C>        <C>
 56          120           118                 360                  358                  1                5          10/01/2013
 57          120           116                 300                  296                  1                5          08/01/2013
57.1
57.2
57.3
57.4
 58          120           116                 360                  356                  1                5          08/01/2013
 59           60            57                 360                  360                  1                5          09/01/2008
 60          120           118                 360                  358                  1                5          10/01/2013
 61          120           116                 360                  356                  1                5          08/01/2013
 62          120           112                 360                  352                  1                5          04/01/2013
 63          295           292                 295                  292                  1                5          04/01/2028
 64           60            59                 360                  359                  1                5          11/01/2008
 65          120           119                 360                  359                  1                5          11/01/2013
 66          120           117                 300                  297                  1                5          09/01/2013
 67          120           116                 360                  356                  1                5          08/01/2013
 68           84            81                 360                  357                  1                5          09/01/2010
 69          120           119                 360                  359                  1                5          11/01/2013
 70          120           107                 360                  347                  1                5          11/01/2012
 71          120           119                 360                  359                  1                5          11/01/2013
 72           60            55                 360                  355                  1                5          07/01/2008
 73          240           236                 240                  236                  1                5          08/01/2023
 74          240           236                 240                  236                  1                5          08/01/2023
 75          120           120                 300                  300                  1                5          12/01/2013
 76          120           116                 360                  356                  1                5          08/01/2013
 77          120           120                 300                  300                  1                5          12/01/2013
 78           84            82                 360                  358                  1                5          10/01/2010
 79           60            58                 240                  238                  1                5          10/01/2008
 80          120           118                 300                  298                  1                5          10/01/2013
 81          120           119                 360                  359                  1                5          11/01/2013
<CAPTION>

Control   Scheduled Maturity or
Number       ARD Balance ($)
---------------------------------
<S>           <C>
 56           5,077,286
 57           4,038,581
57.1
57.2
57.3
57.4
 58           4,318,478
 59           4,596,712
 60           4,038,716
 61           3,594,377
 62           3,405,069
 63
 64           3,409,287
 65           3,151,331
 66           2,823,492
 67           2,963,108
 68           2,873,598
 69           2,545,887
 70           2,479,491
 71           2,354,823
 72           2,488,647
 73
 74
 75           1,682,172
 76           1,558,272
 77           1,409,182
 78           1,571,571
 79           1,346,369
 80           1,177,357
 81             842,842
</TABLE>

                                 Schedule I - 31

<PAGE>

                             Mortgage Loan Schedule

<TABLE>
<CAPTION>
Control          Prepayment           Annual Debt    Cut-Off      Scheduled Maturity or        Total Sq.             Unit
Number           Provision              Service    Date LTV (%)     ARD Date LTV (%)    Ft./Units/Pads/ Rooms   Description
-------------------------------------------------------------------------------------------------------------------------------
<S>       <C>                           <C>           <C>               <C>                   <C>                   <C>
 56       Lock/26_Defeasance/90_0%/4    427,980       59.12             62.68                  61,875               Sq Ft
 57       Lock/28_Defeasance/88_0%/4    385,096       50.59             38.43                 103,315               Sq Ft
57.1                                                                                           45,271               Sq Ft
57.2                                                                                           21,800               Sq Ft
57.3                                                                                           16,244               Sq Ft
57.4                                                                                           20,000               Sq Ft
 58       Lock/28_Defeasance/88_0%/4    360,892       79.08             66.95                     176               Units
 59       Lock/27_Defeasance/29_0%/4    325,580       68.66             64.74                  37,738               Sq Ft
 60       Lock/26_Defeasance/90_0%/4    335,406       79.84             67.31                     208               Units
 61       Lock/36_>YM or 1%/82_0%/2     285,026       55.52             46.08                  66,540               Sq Ft
 62       Lock/32_Defeasance/84_0%/4    291,498       51.57             44.22                 105,795               Sq Ft
 63       Lock/27_Defeasance/267_0%/
          1                             333,811       74.71              0.00                  14,490               Sq Ft
 64       Lock/25_Defeasance/33_0%/2    247,360       74.92             69.58                  23,300               Sq Ft
 65       Lock/25_Defeasance/91_0%/4    280,456       73.67             63.66                     120               Units
 66       Lock/27_Defeasance/89_0%/4    288,459       76.30             60.07                  31,111               Sq Ft
 67       Lock/28_Defeasance/88_0%/4    232,700       74.66             61.73                      32               Units
 68       Lock/27_Defeasance/53_0%/4    222,387       75.96             68.42                  45,400               Sq Ft
 69       Lock/25_Defeasance/93_0%/2    216,301       74.93             63.65                  17,738               Sq Ft
 70       Lock/37_Defeasance/76_0%/7    214,949       71.65             61.99                  56,551               Sq Ft
 71       Lock/25_Defeasance/91_0%/4    206,960       72.04             61.97                  25,200               Sq Ft
 72       Lock/29_Defeasance/27_0%/4    164,994       67.57             62.22                      61               Units
 73       Lock/28_Defeasance/211_0%/
          1                             203,257       56.43              0.00                  14,560               Sq Ft
 74       Lock/28_Defeasance/211_0%/
          1                             186,459       43.57              0.00                  13,650               Sq Ft
 75       Lock/24_Defeasance/94_0%/2    164,096       37.93             29.00                     643               Units
 76       Lock/28_Defeasance/88_0%/4    132,890       68.41             58.36                       8               Units
 77       Lock/24_Defeasance/92_0%/4    139,900       73.00             56.37                     676               Units
 78       Lock/26_Defeasance/54_0%/4    121,618       79.39             71.44                      56               Units
 79       Lock/26_Defeasance/30_0%/4    128,735       61.25             51.78                     280               Units
 80       Lock/26_Defeasance/90_0%/4    120,415       44.66             35.14                     623               Units
 81       Lock/25_Defeasance/92_0%/3     70,334       41.36             34.90                      20               Units

<CAPTION>

             Cut-Off Date
Control     Balance per Sq.
Number    Ft./Unit/Pad/ Room  Ownership Interest         Lockbox
--------------------------------------------------------------------
<S>           <C>                 <C>                      <C>
 56                97             Fee Simple
 57                52             Fee Simple
57.1                              Fee Simple
57.2                              Fee Simple
57.3                              Fee Simple
57.4                              Fee Simple
 58            28,979             Fee Simple
 59               129             Fee Simple               Soft
 60            23,032             Fee Simple
 61                65             Fee Simple
 62                38             Fee Simple
 63
                  269             Fee Simple               Hard
 64               158             Fee Simple               Soft
 65            30,390             Fee Simple
 66               115             Fee Simple
 67           111,991             Fee Simple
 68                70             Fee Simple
 69               169             Fee Simple               Soft
 70                51             Fee Simple
 71               109             Fee Simple
 72            44,310             Fee Simple
 73
                  165             Fee Simple               Hard
 74
                  161             Fee Simple               Hard
 75             3,422             Fee Simple
 76           228,332             Fee Simple
 77             2,700             Fee Simple
 78            31,189             Fee Simple
 79             5,688             Fee Simple
 80             2,402             Fee Simple
 81            49,948             Fee Simple
</TABLE>


                                 Schedule I - 32

<PAGE>

                                                                     SCHEDULE II

                       ENVIRONMENTAL POLICY MORTGAGE LOANS

<TABLE>
<CAPTION>
Loan Number           Property Name      Cut-Off Date       Environmental      Loan Seller
                                         Balance ($)        Insurance Loan
-------------------------------------------------------------------------------------------------
<S>                   <C>                   <C>                    <C>              <C>
DMB18791              Town Center at        44,923,470             Yes               GACC
                      Virginia Beach         2,033,598             Yes              GMACCM
</TABLE>


                                   Schedule II
<PAGE>

                                                                    SCHEDULE III

                           STRIP CALCULATION SCHEDULE

Distribution Date                                                          Rate
-----------------                                                          ----

June 2003............................................................   5.96317
July 2003............................................................   5.79949
August 2003..........................................................   5.96326
September 2003.......................................................   5.96333
October 2003.........................................................   5.79966
November 2003........................................................   5.96343
December 2003........................................................   5.79977
January 2004.........................................................   5.96353
February 2004........................................................   5.79746
March 2004...........................................................   5.79766
April 2004...........................................................   5.96919
May 2004.............................................................   5.79720
June 2004............................................................   5.97078
July 2004............................................................   5.79618
August 2004..........................................................   5.97091
September 2004.......................................................   5.97099
October 2004.........................................................   5.79637
November 2004........................................................   5.97112
December 2004........................................................   5.79650
January 2005.........................................................   5.79655
February 2005........................................................   5.79662
March 2005...........................................................   5.79693
April 2005...........................................................   5.97173
May 2005.............................................................   5.79653
June 2005............................................................   5.97214
July 2005............................................................   5.79666
August 2005..........................................................   5.97228
September 2005.......................................................   5.97236
October 2005.........................................................   5.79686
November 2005........................................................   5.97250
December 2005........................................................   5.79699
January 2006.........................................................   5.79704
February 2006........................................................   5.79712
March 2006...........................................................   5.79779
April 2006...........................................................   5.97282
May 2006.............................................................   5.79728
June 2006............................................................   5.97296
July 2006............................................................   5.79742
August 2006..........................................................   5.97311
September 2006.......................................................   5.97319
October 2006.........................................................   5.79762


                                  Schedule III
<PAGE>

November 2006........................................................   5.97333
December 2006........................................................   5.79776
January 2007.........................................................   5.79781
February 2007........................................................   5.79789
March 2007...........................................................   5.79862
April 2007...........................................................   5.97366
May 2007.............................................................   5.79806
June 2007............................................................   5.97381
July 2007............................................................   5.79820
August 2007..........................................................   5.97396
September 2007.......................................................   5.97404
October 2007.........................................................   5.79841
November 2007........................................................   5.97419
December 2007........................................................   5.79855
January 2008.........................................................   5.97434
February 2008........................................................   5.79971
March 2008...........................................................   5.82051
April 2008...........................................................   5.99332
May 2008.............................................................   5.81811
June 2008............................................................   5.99243
July 2008............................................................   5.82937
August 2008..........................................................   6.00476
September 2008.......................................................   6.00485
October 2008.........................................................   5.82961
November 2008........................................................   6.00502
December 2008........................................................   5.82977
January 2009.........................................................   5.82984
February 2009........................................................   5.82993
March 2009...........................................................   5.83078
April 2009...........................................................   6.00541
May 2009.............................................................   5.83013
June 2009............................................................   6.00558
July 2009............................................................   5.83029
August 2009..........................................................   6.00575
September 2009.......................................................   6.00585
October 2009.........................................................   5.83054
November 2009........................................................   6.00603
December 2009........................................................   5.83070
January 2010.........................................................   5.83077
February 2010........................................................   5.83086
March 2010...........................................................   5.83876
April 2010...........................................................   6.00675
May 2010.............................................................   5.83280


                                  Schedule III
<PAGE>

                                                                     SCHEDULE IV

                              BROKER STRIP SCHEDULE

<TABLE>
<CAPTION>
                                                    Cut-Off Date    Sub-Servicing
  Loan Number             Property Name             Balance ($)          Fee        Loan Seller
-------------------------------------------------------------------------------------------------
<S>                <C>                               <C>                <C>             <C>
   09-0001735             Geneva Commons             27,806,309         0.03%           GSMC
   09-0001801        Copper Creek Apartments         24,000,000         0.05%           GSMC
   09-0001821      Poinsettia Ridge Apartments       20,979,333         0.05%           GSMC
   09-0001790        Carnegie Office Building        12,000,000         0.05%           GSMC
   09-0001730            Greenwich Center            10,900,000         0.07%           GSMC
</TABLE>


                                  Schedule IV
<PAGE>

                                                                      SCHEDULE V

                         SPECIFIED EARNOUT RESERVE LOANS

<TABLE>
<CAPTION>
                                                                Cut-Off Date
Loan Number          Property Name                              Balance ($)   Loan Seller
------------------------------------------------------------------------------------------------------
<S>                  <C>                                         <C>          <C>
42493                Valley Mall                                 44,951,938   GMACCM
DBM18791             Town Center at Virginia Beach               44,923,470   GACC
09-0001735           Geneva Commons                              27,806,309   Archon Financial
DBM19222             Pinewood Apartments                         10,589,079   GACC
40024                Potomac Mills                                5,988,832   GMACCM
</TABLE>

                          Schedule V
<PAGE>

                                                                     SCHEDULE VI

                        ADDITIONAL SERVICING FEE SCHEDULE

<TABLE>
<CAPTION>
                                                 Cut-Off    Additional   Additional
                                                  Date       Servicing   Servicing
 Loan Number            Property Name          Balance ($)   Fee Loan       Fee       Loan Seller
----------------------------------------------------------------------------------------------------
<S>               <C>                          <C>              <C>        <C>            <C>
DBM19207           Cottages of Martinsburg      3,646,780       Yes        0.03%          GACC
DBM18985             Wexford Apartments         1,746,566       Yes        0.03%          GACC
09-0001782        REDI Industrial Building     17,128,714       Yes        0.05%          GSMC
09-0001735             Geneva Commons          27,806,309       Yes        0.03%          GSMC
1                     Mall at Millenia         67,500,000       Yes        0.03%          MSMC
</TABLE>

                                  Schedule VI