EXECUTION COPY


                        MORTGAGE LOAN PURCHASE AGREEMENT

              This Mortgage Loan Purchase Agreement (this "Agreement"), is dated
and effective as of August 2, 2004, between GMAC Commercial Mortgage
Corporation, as seller (the "Mortgage Loan Seller" or "GMACCM"), and GMAC
Commercial Mortgage Securities, Inc., as purchaser (the "Purchaser").

              The Mortgage Loan Seller desires to sell, assign, transfer and
otherwise convey to the Purchaser, and the Purchaser desires to purchase,
subject to the terms and conditions set forth below, the multifamily and
commercial mortgage loans (each, a "Mortgage Loan" and collectively, the
"Mortgage Loans") identified on the schedule annexed hereto as Exhibit A (the
"Mortgage Loan Schedule"). Certain other multifamily and commercial mortgage
loans (the "Other Mortgage Loans") will be purchased by the Purchaser from (i)
German American Capital Corporation ("GACC"), pursuant to, and for the
consideration described in, the Mortgage Loan Purchase Agreement, dated as of
August 2, 2004, between the Purchaser and GACC and (ii) Morgan Stanley Mortgage
Capital, Inc. ("MSMC"), pursuant to, and for the consideration described in, the
Mortgage Loan Purchase Agreement, dated as of August 2, 2004 between the
Purchaser and MSMC. The Mortgage Loan Seller, GACC and MSMC are collectively
referred to as the "Mortgage Loan Sellers."

              It is expected that the Mortgage Loans will be transferred,
together with the Other Mortgage Loans, to a trust fund (the "Trust Fund") to be
formed by the Purchaser, beneficial ownership of which will be evidenced by a
series of mortgage pass-through certificates (the "Certificates"). Certain
classes of the Certificates will be rated by Moody's Investors Service, Inc. and
Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies,
Inc. (together, the "Rating Agencies"). Certain classes of the Certificates (the
"Registered Certificates") will be registered under the Securities Act of 1933,
as amended (the "Securities Act"). The Trust Fund will be created and the
Certificates will be issued pursuant to a pooling and servicing agreement to be
dated as of August 1, 2004 (the "Pooling and Servicing Agreement"), among the
Purchaser, as depositor, GMAC Commercial Mortgage Corporation, as master
servicer (in such capacity, the "Master Servicer") and serviced whole loan
paying agent, Midland Loan Services, Inc., as special servicer (in such
capacity, the "Special Servicer"), LaSalle Bank National Association, as trustee
(the "Trustee") and ABN AMRO as fiscal agent. Capitalized terms not otherwise
defined herein have the meanings assigned to them in the Pooling and Servicing
Agreement as in effect on the Closing Date.

              The Purchaser intends to sell 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 to
Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporated, Credit Suisse
First Boston LLC, GMAC Commercial Holding Capital Markets Corp. and Greenwich
Capital Markets, Inc. (together, the "Underwriters"), pursuant to an
underwriting agreement dated the date hereof (the "Underwriting Agreement"). The
Purchaser intends to sell the Class X-1, Class X-2, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class O, Class P and Class Q
Certificates to Deutsche Bank Securities Inc. and Morgan Stanley & Co.
Incorporated (in such capacity, each



an "Initial Purchaser"), pursuant to a certificate purchase agreement, dated the
date hereof (the "Certificate Purchase Agreement"). The Purchaser intends to
sell the Class R-I, Class R-II and Class R-III Certificates to a Qualified
Institutional Buyer (in such capacity, an "Initial Purchaser"). The Class X-1,
Class X-2, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class
N, Class O, Class P, Class Q, Class R-I, Class R-II and Class R-III Certificates
are collectively referred to as the "Non-Registered Certificates."

              Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:

         SECTION 1. Agreement to Purchase.

              The Mortgage Loan Seller agrees to sell, assign, transfer and
otherwise convey to the Purchaser, and the Purchaser agrees to purchase, the
Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on
August 12, 2004 or such other date as shall be mutually acceptable to the
parties hereto (the "Closing Date"). The "Cut-off Date" with respect to any
Mortgage Loan is the Due Date for such Mortgage Loan in August 2004. As of the
close of business on their respective Cut-off Dates (which Cut-off Dates may
occur after the Closing Date), the Mortgage Loans will have an aggregate
principal balance (the "Aggregate Cut-off Date Balance"), after application of
all payments of principal due thereon on or before such date, whether or not
received, of $474, 813,103 subject to a variance of plus or minus 5%. The
purchase price for the Mortgage Loans shall be determined by the parties
pursuant to an agreed upon term sheet.

         SECTION 2. Conveyance of Mortgage Loans.

         (a) Effective as of the Closing Date, subject only to receipt by the
Mortgage Loan Seller of the purchase price referred to in Section 1 hereof
(exclusive of any applicable holdback for transaction expenses), the Mortgage
Loan Seller does hereby sell, transfer, assign, set over and otherwise convey to
the Purchaser, without recourse, all the right, title and interest of the
Mortgage Loan Seller in and to the Mortgage Loans identified on the Mortgage
Loan Schedule as of such date, including all interest and principal received or
receivable by the Mortgage Loan Seller on or with respect to the Mortgage Loans
after the Cut-off Date for each such Mortgage Loan, together with all of the
Mortgage Loan Seller's right, title and interest in and to the proceeds of any
related title, hazard or other insurance policies and any escrow, reserve or
other comparable accounts related to the Mortgage Loans. The Purchaser shall be
entitled to (and, to the extent received by or on behalf of the Mortgage Loan
Seller, the Mortgage Loan Seller shall deliver or cause to be delivered to or at
the direction of the Purchaser) all scheduled payments of principal and interest
due on the Mortgage Loans after the Cut-off Date for such Mortgage Loan, and all
other recoveries of principal and interest collected thereon after such Cut-off
Date. All scheduled payments of principal and interest due thereon on or before
the Cut-off Date for each Mortgage Loan and collected after such Cut-off Date
shall belong to the Mortgage Loan Seller.

         (b) In connection with the Mortgage Loan Seller's assignment pursuant
to subsection (a) above, the Mortgage Loan Seller acknowledges that the
Depositor has directed the Mortgage Loan Seller, and the Mortgage Loan Seller
hereby agrees, to deliver the Mortgage File (as such term is defined in the
Pooling and Servicing Agreement) to the Trustee, and otherwise

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comply with the requirements of Sections 2.01(b), 2.01(c) and 2.01(d) of the
Pooling and Servicing Agreement, provided that whenever the term Mortgage File
is used to refer to documents actually received by the Purchaser or the Trustee,
such term shall not be deemed to include such documents and instruments required
to be included therein unless they are actually so received.

         (c) The Mortgage Loan Seller's records will reflect the transfer of the
Mortgage Loans to the Purchaser as a sale.

         SECTION 3. Examination of Mortgage Loan Files and Due Diligence Review.

                  The Mortgage Loan Seller shall reasonably cooperate with any
examination of the Mortgage Files and Servicing Files that may be undertaken by
or on behalf of the Purchaser. The fact that the Purchaser has conducted or has
failed to conduct any partial or complete examination of the Mortgage Files
and/or Servicing Files shall not affect the Purchaser's right to pursue any
remedy available in equity or at law for a breach of the Mortgage Loan Seller's
representations, warranties and covenants set forth in or contemplated by
Section 4.

         SECTION 4. Representations, Warranties and Covenants of the Mortgage
Loan Seller.

         (a) The Mortgage Loan Seller hereby makes, as of the Closing Date (or
as of such other date specifically provided in the particular representation or
warranty), to and for the benefit of the Purchaser and its successors and
assigns (including, without limitation, the Trustee and the holders of the
Certificates), each of the representations and warranties set forth in Exhibit B
with respect to the Mortgage Loans, with such changes or modifications as may be
permitted or required by the Rating Agencies.

         (b) In addition, the Mortgage Loan Seller, as of the date hereof,
hereby represents and warrants to, and covenants with, the Purchaser that:

              (i) The Mortgage Loan Seller is a corporation, duly organized,
         validly existing and in good standing under the laws of the State of
         California, and is in compliance with the laws of each State in which
         any Mortgaged Property is located to the extent necessary to ensure the
         enforceability of each Mortgage Loan and to perform its obligations
         under this Agreement.

              (ii) The execution and delivery of this Agreement by the Mortgage
         Loan Seller, and the performance and compliance with the terms of this
         Agreement by the Mortgage Loan Seller, will not violate the Mortgage
         Loan Seller'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, in each case which materially and adversely affect
         the ability of the Mortgage Loan Seller to carry out the transactions
         contemplated by this Agreement.

              (iii) The Mortgage Loan Seller has the full power and authority to
         enter into and consummate all transactions contemplated by this
         Agreement, has duly authorized

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         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 Purchaser, constitutes a valid, legal and binding
         obligation of the Mortgage Loan Seller, enforceable against the
         Mortgage Loan Seller in accordance with the terms hereof, subject to
         (A) applicable bankruptcy, insolvency, reorganization, moratorium and
         other laws affecting the enforcement of creditors' rights generally,
         (B) general principles of equity, regardless of whether such
         enforcement is considered in a proceeding in equity or at law, and (C)
         public policy considerations underlying the securities laws, to the
         extent that such public policy considerations limit the enforceability
         of the provisions of this Agreement that purport to provide
         indemnification for securities laws liabilities.

              (v) The Mortgage Loan Seller 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 the Mortgage
         Loan Seller's good faith and reasonable judgment, is likely to affect
         materially and adversely either the ability of the Mortgage Loan Seller
         to perform its obligations under this Agreement or the financial
         condition of the Mortgage Loan Seller.

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

              (vii) The Mortgage Loan Seller has not dealt with any broker,
         investment banker, agent or other person, other than the Purchaser, the
         Underwriters, the Initial Purchasers and their respective affiliates,
         that may be entitled to any commission or compensation in connection
         with the sale of the Mortgage Loans or the consummation of any of the
         other transactions contemplated hereby.

              (viii) Neither the Mortgage Loan Seller nor anyone acting on its
         behalf has (A) offered, pledged, sold, disposed of or otherwise
         transferred any Certificate, any interest in any Certificate or any
         other similar security to any person in any manner, (B) solicited any
         offer to buy or to accept a pledge, disposition or other transfer of
         any Certificate, any interest in any Certificate or any other similar
         security from any person in any manner, (C) otherwise approached or
         negotiated with respect to any Certificate, any interest in any
         Certificate, or any other similar security with any person in any
         manner, (D) made any general solicitation by means of general
         advertising or in any other manner with respect to any Certificate, any
         interest in any Certificate or any similar security or (E) taken any
         other action, that (in the case of any of the acts described in clauses
         (A) through (E) above) would constitute or result in a violation of the
         Securities Act or any

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         state securities law relating to or in connection with the issuance of
         the Certificates or require registration or qualification pursuant to
         the Securities Act or any state securities law of any Certificate not
         otherwise intended to be a Registered Certificate. In addition, the
         Mortgage Loan Seller will not act, nor has it authorized or will it
         authorize any person to act, in any manner set forth in the foregoing
         sentence with respect to any of the Certificates or interests therein.
         For purposes of this paragraph 4(b)(viii), the term "similar security"
         shall be deemed to include, without limitation, any security evidencing
         or, upon issuance, that would have evidenced an interest in the
         Mortgage Loans or the Other Mortgage Loans or any substantial number
         thereof.

              (ix) Insofar as it relates to the Mortgage Loans and the Mortgaged
         Properties related to such Mortgage Loans, the information set forth on
         the pages between pages A-1-11 and A-1-12 of Annex A-1 to the
         Prospectus Supplement (as defined in Section 9) (the "Loan Detail")
         and, to the extent consistent therewith, the information set forth on
         the diskette attached to the Prospectus Supplement and the accompanying
         prospectus (the "Diskette"), is true and correct in all material
         respects. Insofar as it relates to (w) the Mortgage Loan Seller, (x)
         the Mortgage Loans, the Two Gateway Center Whole Loan and the
         Providence Biltmore Hotel Whole Loan (as defined in the Prospectus
         Supplement) or the Mortgaged Properties related thereto or (y) any
         intercreditor agreement relating to the Two Gateway Center Whole Loan
         and the Providence Biltmore Hotel Whole Loan or (z) the GMACCM 2004-C1
         Pooling and Servicing Agreement (as defined in the Prospectus
         Supplement) and does not represent a restatement or aggregation of the
         information on the Loan Detail, the information set forth in the
         Prospectus Supplement and the Memorandum (as defined in Section 9) and
         or set forth on Annex A-1 or Annex B to the Prospectus Supplement and
         (to the extent it contains information consistent with that on such
         Annex A-1) set forth on the Diskette, does not contain any untrue
         statement of material fact or (in the case of the Memorandum, when read
         together with the other information specified therein as being
         available for review by investors) omit to state any material fact
         necessary to make the statements therein, in light of the circumstances
         under which they were made, not misleading.

              (x) 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 (including, with respect to any
         bulk sale laws), for the execution, delivery and performance of or
         compliance by the Mortgage Loan Seller with this Agreement, or the
         consummation by the Mortgage Loan Seller of any transaction
         contemplated hereby, other than (1) the filing or recording of
         financing statements, instruments of assignment and other similar
         documents necessary in connection with Mortgage Loan Seller's sale of
         the Mortgage Loans to the Purchaser, (2) such consents, approvals,
         authorizations, qualifications, registrations, filings or notices as
         have been obtained or made and (3) 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
         Mortgage Loan Seller under this Agreement.

         (c) Upon discovery by any of the parties hereto of a breach of any of
the representations and warranties made pursuant to and set forth in subsection
(b) above which materially and adversely affects the interests of the Purchaser
or a breach of any of the

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representations and warranties made pursuant to subsection (a) above and set
forth in Exhibit B, which materially and adversely affects the value of any
Mortgage Loan or the interests therein of the Purchaser or its successors and
assigns (including, without limitation the Trustee and the holders of the
Certificates), the party discovering such breach shall give prompt written
notice to the other party hereto.

         SECTION 5. Representations, Warranties and Covenants of the Purchaser.

         (a) The Purchaser, as of the date hereof, hereby represents and
warrants to, and covenants with, the Mortgage Loan Seller that:

              (i) The Purchaser is a corporation duly organized, validly
         existing and in good standing under the laws of the State of Delaware.

              (ii) The execution and delivery of this Agreement by the
         Purchaser, and the performance and compliance with the terms of this
         Agreement by the Purchaser, will not violate the Purchaser'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) The Purchaser 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 Mortgage Loan Seller, constitutes a valid, legal and
         binding obligation of the Purchaser, enforceable against the Purchaser
         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) The Purchaser 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 the Purchaser's good faith and
         reasonable judgment, is likely to affect materially and adversely
         either the ability of the Purchaser to perform its obligations under
         this Agreement or the financial condition of the Purchaser.

              (vi) No litigation is pending or, to the best of the Purchaser's
         knowledge, threatened against the Purchaser which would prohibit the
         Purchaser from entering into this Agreement or, in the Purchaser's good
         faith and reasonable judgment, is likely to materially and adversely
         affect either the ability of the Purchaser to perform its obligations
         under this Agreement or the financial condition of the Purchaser.

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              (vii) The Purchaser has not dealt with any broker, investment
         banker, agent or other person, other than the Mortgage Loan Seller, the
         Underwriters, the Initial Purchasers and their respective affiliates,
         that may be entitled to any commission or compensation in connection
         with the sale of the Mortgage Loans or the consummation of any of the
         transactions contemplated hereby.

              (viii) 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 Purchaser with this
         Agreement, or the consummation by the Purchaser 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
         Purchaser under this Agreement.

         (b) Upon discovery by any of the parties hereto of a breach of any of
the representations and warranties set forth above which materially and
adversely affects the interests of the Mortgage Loan Seller, the party
discovering such breach shall give prompt written notice to the other party
hereto.

         SECTION 6. Repurchases.

                  The Mortgage Loan Seller hereby agrees to comply with Sections
2.02 and 2.03 of the Pooling and Servicing Agreement, including, but not limited
to, any obligation to repurchase or substitute Mortgage Loans in respect of any
Material Breach or Material Document Defect.

         SECTION 7. Closing.

                  The closing of the sale of the Mortgage Loans (the "Closing")
shall be held at the offices of Mayer, Brown, Rowe & Maw LLP, 1675 Broadway, New
York, New York 10019 at 10:00 a.m., New York City time, on the Closing Date.

                  The Closing shall be subject to each of the following
conditions:

              (i) All of the representations and warranties of the Mortgage Loan
         Seller specified herein shall be true and correct as of the Closing
         Date, and the Aggregate Cut-off Date Balance shall be within the range
         permitted by Section 1 of this Agreement;

              (ii) All documents specified in Section 8 (the "Closing
         Documents"), in such forms as are agreed upon and reasonably acceptable
         to the Purchaser, shall be duly executed and delivered by all
         signatories as required pursuant to the respective terms thereof;

              (iii) The Mortgage Loan Seller shall have delivered and released
         to the Trustee, the Purchaser or the Purchaser's designee, as the case
         may be, all documents and funds required to be so delivered pursuant to
         Section 2;

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              (iv) The result of any examination of the Mortgage Files and
         Servicing Files performed by or on behalf of the Purchaser pursuant to
         Section 3 shall be satisfactory to the Purchaser in its sole
         determination;

              (v) All other terms and conditions of this Agreement required to
         be complied with on or before the Closing Date shall have been complied
         with, and the Mortgage Loan Seller shall have the ability to comply
         with all terms and conditions and perform all duties and obligations
         required to be complied with or performed after the Closing Date;

              (vi) The Mortgage Loan Seller shall have paid or agreed to pay all
         fees, costs and expenses payable by it to the Purchaser pursuant to
         this Agreement; and

              (vii) Neither the Underwriting Agreement nor the Certificate
         Purchase Agreement shall have been terminated in accordance with its
         terms.

                  Both parties agree to use their best efforts to perform their
respective obligations hereunder in a manner that will enable the Purchaser to
purchase the Mortgage Loans on the Closing Date.

         SECTION 8. Closing Documents.

         The Closing Documents shall consist of the following:

              (a) This Agreement duly executed and delivered by the Purchaser
         and the Mortgage Loan Seller;

              (b) An Officer's Certificate substantially in the form of Exhibit
         C-1 hereto, executed by the Secretary or an assistant secretary of the
         Mortgage Loan Seller, and dated the Closing Date, and upon which the
         Purchaser and each Underwriter may rely, attaching thereto as exhibits
         the organizational documents of the Mortgage Loan Seller;

              (c) A certificate of good standing regarding the Mortgage Loan
         Seller from the Secretary of State for the State of California, dated
         not earlier than 30 days prior to the Closing Date;

              (d) A certificate of the Mortgage Loan Seller substantially in the
         form of Exhibit C-2 hereto, executed by an executive officer or
         authorized signatory of the Mortgage Loan Seller and dated the Closing
         Date, and upon which the Purchaser and each Underwriter may rely;

              (e) Written opinions of counsel for the Mortgage Loan Seller, in a
         form reasonably acceptable to counsel for the Purchaser and subject to
         such reasonable assumptions and qualifications as may be requested by
         counsel for the Mortgage Loan Seller and acceptable to counsel for the
         Purchaser, dated the Closing Date and addressed to the Purchaser and
         each Underwriter;

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              (f) Any other opinions of counsel for the Mortgage Loan Seller
         reasonably requested by the Rating Agencies in connection with the
         issuance of the Certificates, each of which shall include the Purchaser
         and each Underwriter as an addressee; and

              (g) Such further certificates, opinions and documents as the
         Purchaser may reasonably request.

              SECTION 9. Indemnification.

         (a) The Mortgage Loan Seller agrees to indemnify and hold harmless the
Purchaser, its officers and directors and each person, if any, who controls the
Purchaser within the meaning of either Section 15 of the Securities Act or
Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), against any and all losses, claims, damages or liabilities, joint or
several, to which they or any of them may become subject under the Securities
Act, the Exchange Act or other federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Prospectus Supplement, the Memorandum, the Diskette, any Asset Summary (as
defined hereinafter), or, insofar as they are required to be filed as part of
the Registration Statement pursuant to the No-Action Letters, any Computational
Materials or ABS Term Sheets with respect to the Registered Certificates or in
any revision or amendment thereof or supplement thereto, or arise out of or are
based upon the omission or alleged omission (in the case of any such
Computational Materials, ABS Term Sheets or any Asset Summary, when read in
conjunction with the Prospectus and, in the case of the Memorandum, when read
together with the other information specified therein as being available for
review by investors) to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; but only if and to the
extent that (i) any such untrue statement or alleged untrue statement is with
respect to information regarding the Mortgage Loans contained in the Loan Detail
or, to the extent consistent therewith, the Diskette or contained in the Term
Sheet Diskette, to the extent consistent with the Term Sheet Master Tape; or
(ii) any such untrue statement or alleged untrue statement or omission or
alleged omission is with respect to information regarding (w) the Mortgage Loan
Seller or (x) the Mortgage Loans, the Two Gateway Center Whole Loan, the
Providence Biltmore Hotel Whole Loan or any or all of the Mortgaged Properties
related thereto contained in the Prospectus Supplement or the Memorandum, or
Annex A-1 and/or Annex B to the Prospectus Supplement (exclusive of the Loan
Detail), and such information represents a restatement or aggregation of
information contained in the Loan Detail; or (iii) any such untrue statement or
alleged untrue statement or omission or alleged omission is with respect to
information regarding (w) the Mortgage Loan Seller, (x) the Mortgage Loans, the
Two Gateway Center Whole Loan, the Providence Biltmore Hotel Whole Loan or any
or all of the Mortgaged Properties related thereto or (y) any intercreditor
agreement relating to the Two Gateway Center Whole Loan and the Providence
Biltmore Hotel Whole Loan or (z) the GMACCM 2004-C1 Pooling and Servicing
Agreement contained in the Prospectus Supplement or the Memorandum, or Annex A-1
or Annex B to the Prospectus Supplement (exclusive of the Loan Detail), and such
information does not represent a restatement or aggregation of information
contained in the Loan Detail; (iv) such untrue statement, alleged untrue
statement, omission or alleged omission arises out of or is based upon a breach
of the representations and warranties of the Mortgage Loan Seller set

                                       9


forth in or made pursuant to Section 4; or (v) any untrue statement or alleged
untrue statement arises out of or is with respect to any Asset Summary and such
untrue statement or alleged untrue statement does not relate to information from
a Third Party Report, except to the extent that any such information provided in
reliance upon a Third Party Report is misstated in such Asset Summary; provided,
that the indemnification provided by this Section 9 shall not apply to the
extent that such untrue statement of a material fact or omission of a material
fact necessary to make the statements made, in light of the circumstances in
which they were made, not misleading, was made as a result of an error in the
manipulation of, or calculations based upon, the Loan Detail. This indemnity
agreement will be in addition to any liability which the Mortgage Loan Seller
may otherwise have.

         "Registration Statement" shall mean the registration statement No.
333-115244 filed by the Purchaser on Form S-3, including without limitation
exhibits thereto and information incorporated therein by reference; "Prospectus"
shall mean the prospectus dated May 26, 2004, as supplemented by the prospectus
supplement dated August 2, 2004 (the "Prospectus Supplement"), relating to the
Registered Certificates; "Memorandum" shall mean the private placement
memorandum dated August 2, 2004, relating to the Non-Registered Certificates;
"Computational Materials" shall have the meaning assigned thereto in the
no-action letter dated May 20, 1994 issued by the Division of Corporation
Finance of the Securities and Exchange Commission (the "Commission") to Kidder,
Peabody Acceptance, Corporation I, Kidder, Peabody & Co. Incorporated and Kidder
Structured Asset Corporation and the no-action letter dated May 27, 1994 issued
by the Division of Corporation Finance of the Commission to the Public
Securities Association (together, the "Kidder Letters"); and "ABS Term Sheets"
shall have the meaning assigned thereto in the no-action letter dated February
17, 1995 issued by the Division of Corporation Finance of the Commission to the
Public Securities Association (the "PSA Letter" and, together with the Kidder
Letters, the "No-Action Letters"). The mortgage loan information and information
related thereto contained on the diskette attached to any ABS Term Sheets or
Computational Materials is referred to herein as the "Term Sheet Diskette" and
the tape provided by the Mortgage Loan Seller that was used to create the Term
Sheet Diskette is referred to herein as the "Term Sheet Master Tape." References
herein to ABS Term Sheets or Computational Materials shall include any Term
Sheet Diskette provided therewith. As used herein "Asset Summary" shall mean any
summary of features of such Mortgage Loan and the related Mortgaged Property
prepared by or on behalf of the Mortgage Loan Seller that were delivered to any
investor of the Private Certificates; "Third Party Report" shall mean
appraisals, market studies, environmental, accounting, engineering and other
reports, studies or surveys concerning any of the Mortgage Loans or related
Mortgaged Properties.

         (b) Promptly after receipt by any person entitled to indemnification
under this Section 9 (each, an "indemnified party") of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against the Mortgage Loan Seller (the "indemnifying
party") under this Section 9, notify the indemnifying party in writing of the
commencement thereof; but the omission to notify the indemnifying party will not
relieve it from any liability that it may have to any indemnified party
otherwise than under this Section 9. In case any such action is brought against
any indemnified party and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein, and to
the extent that it may elect by written notice delivered to the indemnified
party promptly after receiving the aforesaid notice from such indemnified party,
to

                                       10


assume the defense thereof, with counsel satisfactory to such indemnified party;
provided, however, that if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party or
parties shall have reasonably concluded that there may be legal defenses
available to it or them and/or other indemnified parties that are different from
or additional to those available to the indemnifying party, the indemnified
party or parties shall have the right to select separate counsel to assert such
legal defenses and to otherwise participate in the defense of such action on
behalf of such indemnified party or parties. Upon receipt of notice from the
indemnifying party to such indemnified party of its election to assume the
defense of such action and approval by the indemnified party of counsel, which
approval will not be unreasonably withheld, the indemnifying party will not be
liable for any legal or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof, unless: (i) the indemnified party
shall have employed separate counsel in connection with the assertion of legal
defenses in accordance with the proviso to the preceding sentence (it being
understood, however, that the indemnifying party shall not be liable for the
expenses of more than one separate counsel, approved by the Purchaser and the
indemnifying party, representing all the indemnified parties under Section 9(a)
who are parties to such action), (ii) the indemnifying party shall not have
employed counsel reasonably satisfactory to the indemnified party to represent
the indemnified party within a reasonable time after notice of commencement of
the action or (iii) the indemnifying party has authorized the employment of
counsel for the indemnified party at the expense of the indemnifying party; and
except that, if clause (i) or (iii) is applicable, such liability shall only be
in respect of the counsel referred to in such clause (i) or (iii).

         (c) If the indemnification provided for in this Section 9 is due in
accordance with its terms but is for any reason held by a court to be
unavailable to an indemnified party on grounds of policy or otherwise, then the
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities, in such proportion as is
appropriate to reflect the relative fault of the indemnified and indemnifying
parties in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the indemnified and indemnifying parties
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by such parties.

         (d) The Purchaser and the Mortgage Loan Seller agree that it would not
be just and equitable if contribution pursuant to Section 9(c) were determined
by pro rata allocation or by any other method of allocation that does not take
account of the considerations referred to in Section 9(c) above. The amount paid
or payable by an indemnified party as a result of the losses, claims, damages
and liabilities referred to in this Section 9 shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim, except where the indemnified party is
required to bear such expenses pursuant to this Section 9, which expenses the
indemnifying party shall pay as and when incurred, at the request of the
indemnified party, to the extent that the indemnifying party will be ultimately
obligated to pay such expenses. If any expenses so paid by the indemnifying
party are subsequently determined to not be required to be borne by the
indemnifying party hereunder, the party that received such

                                       11


payment shall promptly refund the amount so paid to the party which made such
payment. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.

         (e) The indemnity and contribution agreements contained in this Section
9 shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by any indemnified
party and (iii) acceptance of and payment for any of the Certificates.

         SECTION 10. Costs.

              Costs relating to the transactions contemplated hereby shall be
borne by the respective parties hereto.

         SECTION 11. Notices.

              All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered to
or mailed, by registered mail, postage prepaid, by overnight mail or courier
service or transmitted by facsimile and confirmed by a similar mailed writing,
if to the Purchaser, addressed to GMAC Commercial Mortgage Securities, Inc. at
200 Witmer Road, Horsham, Pennsylvania 19044-8015, Attention: Structured Finance
Manager, facsimile no. (215) 328-1775, with a copy to the General Counsel, GMAC
Commercial Mortgage Corporation, or such other address or facsimile number as
may hereafter be furnished to the Mortgage Loan Seller in writing by the
Purchaser; and if to the Mortgage Loan Seller, addressed to GMAC Commercial
Mortgage Corporation, at 200 Witmer Road, Horsham, Pennsylvania 19044-8015,
Attention: Structured Finance Manager, facsimile no. (215) 328-1775, with a copy
to GMAC Commercial Mortgage Corporation, or to such other address or facsimile
number as the Mortgage Loan Seller may designate in writing to the Purchaser.

         SECTION 12. Third Party Beneficiaries.

                  Each of the officers, directors and controlling persons
referred to in Section 9 hereof is an intended third party beneficiary of the
covenants and indemnities of the Mortgage Loan Seller set forth in Section 9 of
this Agreement. It is acknowledged and agreed that such covenants and
indemnities may be enforced by or on behalf of any such person or entity against
the Mortgage Loan Seller to the same extent as if it was a party hereto.

         SECTION 13. Representations, Warranties and Agreements to Survive
Delivery.

                  All representations, warranties and agreements contained in
this Agreement, incorporated herein by reference or contained in the
certificates of officers of the Mortgage Loan Seller submitted pursuant hereto,
shall remain operative and in full force and effect and shall survive delivery
of the Mortgage Loans by the Mortgage Loan Seller to the Purchaser or its
designee.

                                       12


         SECTION 14. Severability of Provisions.

                  Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or which is held to be void or unenforceable
shall be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
unenforceable or is held to be void or unenforceable in any particular
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. To the extent permitted by applicable law,
the parties hereto waive any provision of law, which prohibits or renders void
or unenforceable any provision hereof.

         SECTION 15. Counterparts.

                  This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.

         SECTION 16. GOVERNING LAW.

                  THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND
RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED IN ACCORDANCE WITH THE
INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES EXCEPT THAT THE PARTIES HERETO INTEND THAT THE PROVISIONS OF
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS
AGREEMENT.

         SECTION 17. Further Assurances.

                  The Mortgage Loan Seller and the Purchaser agree to execute
and deliver such instruments and take such further actions as the other party
may, from time to time, reasonably request in order to effectuate the purposes
and to carry out the terms of this Agreement.

         SECTION 18. Successors and Assigns.

                  The rights and obligations of the Mortgage Loan Seller under
this Agreement shall not be assigned by the Mortgage Loan Seller without the
prior written consent of the Purchaser, except that any person into which the
Mortgage Loan Seller may be merged or consolidated, or any corporation or other
entity resulting from any merger, conversion or consolidation to which the
Mortgage Loan Seller is a party, or any person succeeding to all or
substantially all of the business of the Mortgage Loan Seller, shall be the
successor to the Mortgage Loan Seller hereunder. The Purchaser has the right to
assign its interest under this Agreement, in whole or in part, as may be
required to effect the purposes of the Pooling and Servicing Agreement, and the
assignee shall, to the extent of such assignment, succeed to the rights and
obligations hereunder of the Purchaser. Subject to the foregoing, this Agreement
shall bind and inure to the benefit of and be enforceable by the Mortgage Loan
Seller and the

                                       13


Purchaser and their permitted successors and assigns and the indemnified parties
referred to in Section 9.

         SECTION 19. Amendments.

                  No term or provision of this Agreement may be amended, waived,
modified or in any way altered, unless such amendment, waiver, modification or
alteration is in writing and signed by a duly authorized officer of the party
against whom such amendment, waiver, modification or alteration is sought to be
enforced. In addition, this Agreement may not be changed in any manner, which
would have a material adverse effect on any third party beneficiary under
Section 12 hereof without the prior consent of that person.



                                       14



                  IN WITNESS WHEREOF, the Mortgage Loan Seller and the Purchaser
have caused their names to be signed hereto by their respective duly authorized
officers as of the date first above written.

                                            GMAC COMMERCIAL MORTGAGE
                                            CORPORATION



                                            By: /s/ David Lazarus
                                               ---------------------------------
                                               Name:  David Lazarus
                                               Title: Senior Vice President


                                            GMAC COMMERCIAL MORTGAGE
                                            SECURITIES, INC.



                                            By: /s/ David Lazarus
                                               ---------------------------------
                                               Name:  David Lazarus
                                               Title: Vice President



                                      S-1



                                    EXHIBIT A
                             MORTGAGE LOAN SCHEDULE



  CONTROL     LOAN    LOAN       LOAN
   NUMBER     GROUP  NUMBER    ORIGINATOR             PROPERTY NAME                         ADDRESS
---------------------------------------------------------------------------------------------------------------------

     1          1     44570      GMACCM        Parmatown Shopping Center           7899 West Ridgewood Drive
     2          1     45530      GMACCM        Two Gateway Center                  283-299 Market Street
     3          1     42258      GMACCM        Janss Marketplace                   173-285 North Moorpark Road

     4          1     44889      GMACCM        Utopia Plaza                        176-60 Union Turnpike
     5          1     43911      GMACCM        Providence Biltmore Hotel           11 Dorrance Street
     6          1     40915      GMACCM        PGA Plaza Shopping Center           2500-2650 PGA Blvd
     7          2     45371      GMACCM        Turnbury Park Apartments            47387 Victorian Blvd
     8          1     44183      GMACCM        Shoppes at St. Lucie West           1316 St. Lucie West Boulevard
     9          1     44514      GMACCM        Springhill Suites-New Orleans       301 St. Joseph Street
     10         1     44433      GMACCM        Lakeside Office Building            11225 North 28th Drive
     11         2     45342      GMACCM        Stonewood Apartments                701 T. C. Jester Boulevard
     12         1     45914      GMACCM        Springhill Suites- Willow Grove     2480 Maryland Road
     13         1     45428      GMACCM        Greenbrier MHP                      21301-21425 Soledad Canyon Road
     14         1     44695      GMACCM        Diamondhead Building                200 Sheffield Street
     15         1     45427      GMACCM        Cordova Mobile Home Park            27361 Sierra Highway

     16         1     44449      GMACCM        Woodbridge Jewelry Exchange         1 Woodbridge Center Drive

     17         1     40023      GMACCM        Willow Oaks Village Square          217-237 Fox Hill Road
     18         1     44450      GMACCM        100 North Citrus Avenue             100 North Citrus Street
     19         1     45067      GMACCM        Courtyard South Beach               1530 Washington Avenue
     20         1     44674      GMACCM        Valley Fair Shopping Center         9-125 East Southern Avenue
     21         1     44513      GMACCM        Cromwell Commons                    136 Berlin Road
     22         1     44233      GMACCM        Nanuet Shopping Center              240-250 West Route 59


     23         2     44875      GMACCM        Fox Hill Apartments                 8508 Greenwell Springs Road
     24         1     45230      GMACCM        Courtyard - Tallahassee             1972 Raymond Diehl Road
     25         1     44821      GMACCM        Town Place Suites                   1545 Three Village Road
     26         1     45580      GMACCM        Cove Terrace Shopping Center        96-508 East U.S. Highway 190
     27         1     45308      GMACCM        11500 Northwest Freeway             11500 Northwest Freeway
     28         1     45322      GMACCM        West Glendale Self Storage          5801 W. San Miguel Avenue
     29         2     45537      GMACCM        Chateau Calistoga Mobile Home Park  223 Champagne West
     30         1     45165      GMACCM        Central and Thomas Retail           2801-2845 North Central Avenue
     31         1     44366      GMACCM        Silverado Self Storage              5100 Las Brisas Boulevard
     32         1     42701      GMACCM        Corporate Park at Kendall           13450 SW 126th Street
     33         1     44461      GMACCM        Century Plaza                       3614-3670 Rochester Road
     34         1     44284      GMACCM        Redwood Shopping Center             1111-1137 Visalia Road
     35         2     44511      GMACCM        Sandpiper Apartments                272 Shadow Mountain Drive
     36         1     45099      GMACCM        Torrance Village                    3535-3537 Torrance Blvd
     37         1     45100      GMACCM        EZ Storage                          8251 Orangethorpe Avenue
     38         1     41670      GMACCM        River Village Shopping Center       5002-5068 North Oracle Road
                                                                                   621 North Governor Printz
     39         1     44693      GMACCM        Priority Off-Airport Parking        Boulevard
     40         2     43444      GMACCM        Wesley Park Apartments              1304 Wesley Road
     41         2     44615      GMACCM        Stone Mill Run Apartments           5101 - 5125 Curry Ford Road

  CONTROL
   NUMBER        CITY              STATE       ZIP CODE      COUNTY
--------------------------------------------------------------------------

     1      Parma                 Ohio              44129     Cuyahoga
     2      Newark                New Jersey        07102     Essex
     3      Thousand Oaks         California        91360     Ventura
            Queens (Fresh
     4      Meadows)              New York          11366     Queens
     5      Providence            Rhode Island      02903     Providence
     6      Palm Beach Gardens    Florida           33410     Palm Beach
     7      Canton                Michigan          48188     Wayne
     8      Port St. Lucie        Florida           34986     St. Lucie
     9      New Orleans           Louisiana         70130     Orleans
     10     Phoenix               Arizona           85028     Maricopa
     11     Houston               Texas             77008     Harris
     12     Willow Grove          Pennsylvania      19090     Montgomery
     13     Santa Clarita         California        91351     Los Angeles
     14     Mountainside          New Jersey        07092     Union
     15     Santa Clarita         California        91351     Los Angeles
                                                              Middlesex
     16     Woodbridge            New Jersey        07095     County
                                                              Hampton
     17     Hampton               Virginia          23669     City
     18     West Covina           California        91791     Los Angeles
     19     Miami Beach           Florida           33139     Miami-Dade
     20     Tempe                 Arizona           85282     Maricopa
     21     Cromwell              Connecticut       06416     Middlesex
     22     Nanuet                New York          10954     Rockland
                                                              East Baton
                                                              Rouge
     23     Baton Rouge           Louisiana         70814     Parish
     24     Tallahassee           Florida           32308     Leon
     25     Weston                Florida           33326     Broward
     26     Copperas Cove         Texas             76522     Coryell
     27     Houston               Texas             77092     Harris
     28     Glendale              Arizona           85301     Maricopa
     29     Calistoga             California        94515     Napa
     30     Phoenix               Arizona           85004     Maricopa
     31     Reno                  Nevada            89523     Washoe
     32     Miami                 Florida           33186     Miami-Dade
     33     Troy                  Michigan          48083     Oakland
     34     Exeter                California        93221     Tulare
     35     El Paso               Texas             79912     El Paso
     36     Torrance              California        90503     Los Angeles
     37     Buena Park            California        90621     Orange
     38     Tucson                Arizona           85704     Pima

     39     Essington             Pennsylvania      19029     Delaware
     40     Auburn                Indiana           46706     DeKalb
     41     Orlando               Florida           32812     Orange



                                      A-1









  CONTROL     RELATED       ORIGINAL         CURRENT        INTEREST     ACCRUAL
   NUMBER      GROUPS     BALANCE ($)      BALANCE ($)        RATE %       TYPE              AMORTIZATION TYPE           NOTE DATE
------------------------------------------------------------------------------------------------------------------------------------

     1                    69,000,000        68,949,377      6.450        ACT/360             Amortizing Balloon          6/29/2004
     2                    50,000,000        49,762,760      5.790        ACT/360             Amortizing Balloon           2/5/2004
     3                    35,750,000        35,380,518      6.020        ACT/360             Amortizing Balloon           8/8/2003
     4                    31,400,000        31,400,000      6.000        ACT/360             Amortizing Balloon          7/23/2004
     5                    25,000,000        24,967,624      6.000        ACT/360             Amortizing Balloon           7/1/2004
     6         Group A    19,000,000        19,000,000      5.400        ACT/360               Interest Only             5/20/2004
     7                    16,880,000        16,865,186      5.780        ACT/360             Amortizing Balloon          6/25/2004
     8         Group A    16,900,000        16,844,507      5.080        ACT/360             Amortizing Balloon          4/15/2004
     9                    15,500,000        15,463,117      6.770        ACT/360             Amortizing Balloon           6/1/2004
     10                   13,650,000        13,588,936      5.090        ACT/360             Amortizing Balloon           4/1/2004
     11        Group C    13,230,000        13,230,000      5.500        ACT/360       Interest Only, then Amortizing    7/20/2004
     12                   13,200,000        13,183,869      6.220        ACT/360             Amortizing Balloon          6/30/2004
     13        Group C    12,200,000        12,188,624      5.540        ACT/360             Amortizing Balloon          6/29/2004
     14                   12,000,000        11,977,997      5.990        ACT/360             Amortizing Balloon          5/18/2004
     15        Group C    11,000,000        10,989,743      5.540        ACT/360             Amortizing Balloon          6/29/2004
     16                    9,000,000         8,993,042      6.260        ACT/360             Amortizing Balloon           6/2/2004
     17                    8,600,000         8,565,399      5.590        ACT/360             Amortizing Balloon           4/1/2004
     18                    8,208,000         8,193,742      6.230        ACT/360             Amortizing Balloon          5/21/2004
     19                    8,000,000         7,991,116      6.690        ACT/360             Amortizing Balloon          6/25/2004
     20                    7,830,000         7,830,000      5.890        ACT/360       Interest Only, then Amortizing    4/27/2004
     21                    6,900,000         6,887,320      5.980        ACT/360             Amortizing Balloon          5/19/2004
     22                    6,100,000         6,089,186      6.140        ACT/360             Amortizing Balloon          5/14/2004
     23                    6,080,000         6,069,415      6.220        ACT/360             Amortizing Balloon          5/26/2004
     24                    6,000,000         5,992,085      5.830        ACT/360             Amortizing Balloon          6/17/2004
     25                    5,250,000         5,237,954      6.970        ACT/360             Amortizing Balloon          5/27/2004
     26                    4,500,000         4,469,224      5.820        ACT/360              Fully Amortizing            6/1/2004
     27                    4,400,000         4,391,824      5.930        ACT/360             Amortizing Balloon          5/28/2004
     28                    4,200,000         4,196,501      5.980        ACT/360             Amortizing Balloon          6/29/2004
     29        Group C     4,040,000         4,040,000      5.800        ACT/360       Interest Only, then Amortizing     7/6/2004
     30                    3,730,000         3,723,327      6.100        ACT/360             Amortizing Balloon          5/25/2004
     31                    3,500,000         3,485,332      5.400        ACT/360             Amortizing Balloon          3/26/2004
     32                    3,400,000         3,397,175      5.990        ACT/360             Amortizing Balloon           6/3/2004
     33                    3,225,000         3,219,612      6.400        ACT/360             Amortizing Balloon          5/26/2004
     34                    3,000,000         2,990,213      5.110        ACT/360             Amortizing Balloon          4/20/2004
     35                    2,500,000         2,495,198      5.780        ACT/360             Amortizing Balloon          5/28/2004
     36                    2,400,000         2,400,000      6.160        ACT/360             Amortizing Balloon          7/19/2004
     37                    2,375,000         2,375,000      6.030        ACT/360             Amortizing Balloon          7/20/2004
     38                    2,300,000         2,293,879      6.140        ACT/360             Amortizing Balloon          5/27/2004
     39                    2,300,000         2,289,838      5.460        ACT/360             Amortizing Balloon          4/30/2004
     40                    1,950,000         1,946,613      6.230        ACT/360             Amortizing Balloon          5/28/2004
     41                    1,464,000         1,457,852      5.750        ACT/360             Amortizing Balloon          4/30/2004

               FIRST       ORIGINAL       REMAINING
  CONTROL     PAYMENT    INTEREST ONLY  INTEREST ONLY
   NUMBER      DATE         PERIOD         PERIOD
------------------------------------------------------

     1         8/1/2004
     2         4/1/2004
     3        10/1/2003
     4         9/1/2004
     5         8/1/2004
     6         7/1/2004       60             58
     7         8/1/2004
     8         6/1/2004
     9         7/1/2004
     10        5/1/2004
     11        9/1/2004       24             24
     12        8/1/2004
     13        8/1/2004
     14        7/1/2004
     15        8/1/2004
     16        8/1/2004
     17        5/1/2004
     18        7/1/2004
     19        8/1/2004
     20        6/1/2004       24             21
     21        7/1/2004
     22        7/1/2004
     23        7/1/2004
     24        8/1/2004
     25        7/1/2004
     26        7/1/2004
     27        7/1/2004
     28        8/1/2004
     29        9/1/2004       24             24
     30        7/1/2004
     31        5/1/2004
     32        8/1/2004
     33        7/1/2004
     34        6/1/2004
     35        7/1/2004
     36        9/1/2004
     37        9/1/2004
     38        7/1/2004
     39        6/1/2004
     40        7/1/2004
     41        6/1/2004

                                      A-2






                           ORIGINAL    REMAINING      ORIGINAL       REMAINING                   GRACE     MATURITY
   CONTROL                  TERM TO     TERM TO     AMORTIZATION    AMORTIZATION    PAYMENT     DEFAULT      DATE
   NUMBER      SEASONING   MATURITY     MATURITY        TERM            TERM       DUE DATE     PERIOD      OR ARD
----------------------------------------------------------------------------------------------------------------------

      1            1          120         119            360            359            1           5        7/1/2014
      2            5          120         115            360            355            1           5        3/1/2014
      3            11         120         109            360            349            1           5        9/1/2013
      4            0          120         120            360            360            1           5        8/1/2014
      5            1          82           81            298            297            1           5        5/1/2011
      6            2          60           58             0              0             1           5        6/1/2009
      7            1          120         119            360            359            1           5        7/1/2014
      8            3          120         117            360            357            1           5        5/1/2014
      9            2          85           83            300            298            1           5        7/1/2011
     10            4          60           56            360            356            1           5        4/1/2009
     11            0          120         120            360            360            1           5        8/1/2014
     12            1          120         119            300            299            1           5        7/1/2014
     13            1          120         119            360            359            1           5        7/1/2014
     14            2          120         118            360            358            1           5        6/1/2014
     15            1          120         119            360            359            1           5        7/1/2014
     16            1          120         119            360            359            1           5        7/1/2014
     17            4          144         140            360            356            1           5        4/1/2016
     18            2          120         118            360            358            1           5        6/1/2014
     19            1          120         119            300            299            1           5        7/1/2014
     20            3          120         117            336            336            1           5        5/1/2014
     21            2          84           82            360            358            1           5        6/1/2011
     22            2          120         118            360            358            1           5        6/1/2014
     23            2          120         118            360            358            1           5        6/1/2014
     24            1          120         119            300            299            1          10        7/1/2014
     25            2          120         118            300            298            1           5        6/1/2014
     26            2          180         178            180            178            1           5        6/1/2019
     27            2          120         118            360            358            1           5        6/1/2014
     28            1          60           59            360            359            1           5        7/1/2009
     29            0          120         120            360            360            1           5        8/1/2014
     30            2          120         118            360            358            1           5        6/1/2014
     31            4          120         116            360            356            1           5        4/1/2014
     32            1          120         119            360            359            1           5        7/1/2014
     33            2          120         118            360            358            1           5        6/1/2014
     34            3          120         117            360            357            1           5        5/1/2014
     35            2          120         118            360            358            1           5        6/1/2014
     36            0          120         120            360            360            1           5        8/1/2014
     37            0          120         120            360            360            1           5        8/1/2014
     38            2          120         118            300            298            1           5        6/1/2014
     39            3          60           57            300            297            1           5        5/1/2009
     40            2          120         118            360            358            1           5        6/1/2014
     41            3          120         117            300            297            1           5        5/1/2014

                  SCHEDULED
   CONTROL     MATURITY OR ARD
   NUMBER        BALANCE ($)             PREPAYMENT PROVISION
-------------------------------------------------------------------

      1              59,279,512     Lock/25_Defeasance/91_0%/4
      2              42,141,091     Lock/29_Defeasance/87_0%/4
      3              30,339,185     Lock/35_Defeasance/83_0%/2
      4              26,626,499     Lock/ 24_Defeasance/95_0%/1
      5              21,478,109     Lock/49_Defeasance/31_0%/2
      6              19,000,000     Lock/26_Defeasance/30_0%/4
      7              14,221,880     Lock/25_Defeasance/91 _0%/4
      8              13,930,731     Lock/23_>YM and 1%/93_0%/4
      9              13,471,401     Lock/38_Defeasance/45_0%/2
     10              12,605,704     Lock/28_Defeasance/30_0%/2
     11              11,589,751     Lock/24_Defeasance/93_0%/3
     12              10,297,517     Lock/37_Defeasance/81_0%/2
     13              10,203,818     Lock/25_Defeasance/92_0%/3
     14              10,172,992     Lock/26_Defeasance/90_0%/4
     15               9,200,165     Lock/25_Defeasance/92_0%/3
     16               7,690,525     Lock/25_Defeasance/91_0%/4
     17               6,817,033     Lock/28_Defeasance/112_0%/4
     18               7,007,088     Lock/26_Defeasance/92_0%/2
     19               6,337,169     Lock/37_Defeasance/81_0%/2
     20               6,771,974     Lock/27_Defeasance/89_0%/4
     21               6,232,061     Lock/26_Defeasance/54_0%/4
     22               5,193,998     Lock/26_Defeasance/90_0%/4
     23               5,188,944     Lock/26_Defeasance/92_0%/2
     24               4,619,607     Lock/37_Defeasance/81_0%/2
     25               4,195,202     Lock/38_Defeasance/80_0%/2
     26                       0     Lock/26_Defeasance/152_0%/2
     27               3,723,488     Lock/26_Defeasance/91_0%/3
     28               3,927,932     Lock/25_Defeasance/33_0%/2
     29               3,564,228     Lock/24_Defeasance/93_0%/3
     30               3,172,311     Lock/26_Defeasance/92_0%/2
     31               2,914,450     Lock/28_Defeasance/90_0%/2
     32               2,882,590     Lock/25_Defeasance/91_0%/4
     33               2,766,510     Lock/26_Defeasance/90_0%/4
     34               2,475,314     Lock/27_Defeasance/91_0%/2
     35               2,106,155     Lock/35_>YM and 1%/81_0%/4
     36               2,044,670     Lock/24_Defeasance/94_0%/2
     37               2,015,722     Lock/24_Defeasance/92_0%/4
     38               1,789,310     Lock/26_Defeasance/90_0%/4
     39               2,062,009     Lock/27_Defeasance/31_0%/2
     40               1,664,696     Lock/26_Defeasance/92_0%/2
     41               1,124,126     Lock/27_Defeasance/91_0%/2




                                      A-3





                                                                                                            CUT-OFF DATE
                                                                                                             BALANCE PER
                                                                                                              SQ. FT./
                                                       SCHEDULED          TOTAL SQ. FT./                      UNIT/PAD/
  CONTROL        ANNUAL DEBT         CUT-OFF        MATURITY OR ARD        UNITS/PADS/           UNIT           ROOM/
   NUMBER          SERVICE         DATE LTV (%)       DATE LTV (%)         ROOMS/SPACES       DESCRIPTION      SPACES
-------------------------------------------------------------------------------------------------------------------------------

     1             5,206,326             71.82                61.75              861,207     Sq. Ft.                   80
     2             3,516,698             70.09                59.35              772,690     Sq. Ft.                  129
     3             2,577,591             75.28                64.55              423,010     Sq. Ft.                   84
     4             2,259,106             79.29                67.24              112,336     Sq. Ft.                  280
     5             1,938,513             56.87                48.93                  290     Rooms                 86,095
     6             1,040,250             76.00                76.00              113,722     Sq. Ft.                  167
     7             1,185,948             79.93                67.40                  161     Units                104,753
     8             1,098,611             79.46                65.71              200,457     Sq. Ft.                   84
     9             1,287,445             74.70                65.08                  208     Rooms                 74,342
     10              888,345             78.55                72.87              152,600     Sq. Ft.                   89
     11              901,422             71.13                62.31                  252     Units                 52,500
     12            1,041,981             74.91                58.51                  155     Rooms                 85,057
     13              834,921             60.94                51.02                  318     Pads                  38,329
     14              862,427             74.86                63.58              103,860     Sq. Ft.                  115
     15              752,798             60.85                50.94                  314     Pads                  34,999
     16              665,677             68.13                58.26               15,694     Sq. Ft.                  573
     17              591,799             77.87                61.97              194,286     Sq. Ft.                   44
     18              605,176             74.49                63.70               78,978     Sq. Ft.                  104
     19              659,642             66.59                52.81                   90     Rooms                 88,790
     20              571,470             64.18                55.51               90,862     Sq. Ft.                   86
     21              495,364             67.52                61.10              108,613     Sq. Ft.                   63
     22              445,481             79.60                67.90               34,180     Sq. Ft.                  178
     23              447,805             79.86                68.28                  258     Units                 23,525
     24              456,444             58.75                45.29                   93     Rooms                 64,431
     25              444,066             70.78                56.69                   95     Rooms                 55,136
     26              450,448             58.42                 0.00              160,377     Sq. Ft.                   28
     27              314,190             77.73                65.90               81,538     Sq. Ft.                   54
     28              301,526             75.61                70.77                1,064     Units                  3,944
     29              284,458             48.56                42.84                  196     Pads                  20,612
     30              271,243             69.86                59.52               29,296     Sq. Ft.                  127
     31              235,843             51.33                42.92                  846     Units                  4,120
     32              244,354             75.49                64.06               56,020     Sq. Ft.                   61
     33              242,071             65.39                63.60               34,876     Sq. Ft.                   92
     34              195,683             60.41                50.01               77,080     Sq. Ft.                   39
     35              175,644             79.72                67.29                   91     Units                 27,420
     36              175,644             70.59                60.14               17,292     Sq. Ft.                  139
     37              171,422             78.38                66.53                  478     Units                  4,969
     38              180,197             66.01                51.49               21,900     Sq. Ft.                  105
     39              168,829             73.87                66.52                  500     Spaces                 4,580
     40              143,774             79.45                67.95                   73     Units                 26,666
     41              110,521             79.66                61.43                   44     Units                 33,133





  CONTROL
   NUMBER        OWNERSHIP INTEREST        LOCKBOX
--------------------------------------------------------

     1            Fee and Leasehold    In Place Hard
     2               Fee Simple        In Place Soft
     3               Fee Simple        In Place Soft
     4               Fee Simple        In Place Soft
     5               Fee Simple        In Place Hard
     6               Fee Simple        Springing Hard
     7               Fee Simple
     8               Fee Simple        Springing Hard
     9               Fee Simple
     10              Fee Simple
     11              Fee Simple
     12              Fee Simple
     13              Fee Simple
     14              Fee Simple        Springing Hard
     15              Fee Simple
     16              Fee Simple        Springing Hard
     17              Fee Simple        In Place Hard
     18              Fee Simple
     19              Fee Simple
     20              Fee Simple        In Place Soft
     21              Fee Simple
     22              Fee Simple
     23               Leasehold
     24           Fee and Leasehold
     25              Fee Simple
     26              Fee Simple
     27              Fee Simple
     28              Fee Simple
     29              Fee Simple
     30               Leasehold        Springing Hard
     31              Fee Simple
     32              Fee Simple        Springing Hard
     33              Fee Simple
     34              Fee Simple        Springing Hard
     35              Fee Simple
     36              Fee Simple
     37              Fee Simple
     38              Fee Simple
     39              Fee Simple        In Place Soft
     40              Fee Simple
     41              Fee Simple



                                      A-4



                                    EXHIBIT B

           REPRESENTATIONS AND WARRANTIES OF THE MORTGAGE LOAN SELLER

                     REGARDING THE INDIVIDUAL MORTGAGE LOANS

                  For purposes of these representations and warranties, the
phrases "to the knowledge of the Mortgage Loan Seller" or "to the Mortgage Loan
Seller's knowledge" shall mean, except where otherwise expressly set forth
below, the actual state of knowledge of the Mortgage Loan Seller or any servicer
acting on its behalf regarding the matters referred to, in each case: (i) after
the Mortgage Loan Seller's having conducted such inquiry and due diligence into
such matters as would be customarily performed by prudent institutional
commercial or multifamily, as applicable, mortgage lenders, and in all events as
required by the Mortgage Loan Seller's underwriting standards, at the time of
the Mortgage Loan Seller's origination or acquisition of the particular Mortgage
Loan; and (ii) subsequent to such origination, utilizing the servicing and
monitoring practices customarily utilized by prudent commercial mortgage loan
servicers with respect to securitizable commercial or multifamily, as
applicable, mortgage loans. Also for purposes of these representations and
warranties, the phrases "to the actual knowledge of the Mortgage Loan Seller" or
"to the Mortgage Loan Seller's actual knowledge" shall mean, except where
otherwise expressly set forth below, the actual state of knowledge of the
Mortgage Loan Seller or any servicer acting on its behalf without any express or
implied obligation to make inquiry. All information contained in documents
included in the definition of Mortgage File in the Pooling and Servicing
Agreement shall be deemed to be within the knowledge and the actual knowledge of
the Mortgage Loan Seller, to the extent that the Mortgage Loan Seller or its
closing counsel or custodian, if any, have reviewed or had possession of such
document at any time. For purposes of these representations and warranties, to
the extent that any representation or warranty is qualified by the Mortgage Loan
Seller's knowledge with respect to the contents of the Note, Mortgage, lender's
title policy and any letters of credit or ground leases, if such document is not
included in the Mortgage File, the Mortgage Loan Seller shall make such
representation or warranty without any such qualification. Wherever there is a
reference in a representation or warranty to receipt by, or possession of, the
Mortgage Loan Seller of any information or documents, or to any action taken by
the Mortgage Loan Seller or to any action which has not been taken by the
Mortgage Loan Seller or its agents or employees, such reference shall include
the receipt or possession of such information or documents by, or the taking of
such action or the not taking such action by, either of the Mortgage Loan Seller
or any servicer acting on its behalf. For purposes of these representations and
warranties, when referring to the conduct of "reasonable prudent institutional
commercial or multifamily, as applicable mortgage lenders" (or similar such
phrases and terms), such conduct shall be measured by reference to the industry
standards generally in effect as of the date the related representation or
warranty relates to or is made.

                  The Mortgage Loan Seller hereby represents and warrants with
respect to the Mortgage Loans that, as of the date herein below specified or, if
no such date is specified, as of the Closing Date, and subject to Section 18 of
this Agreement:

              (1) Mortgage Loan Schedule. The information pertaining to each
         Mortgage Loan set forth in the Mortgage Loan Schedule to the Pooling
         and Servicing Agreement

                                      B-1


         was true and accurate in all material respects as of the Cut-Off Date
         and contains all of the information set forth in the definition of
         "Mortgage Loan Schedule" in the Pooling and Servicing Agreement

              (2) Ownership of Mortgage Loans. Immediately prior to the transfer
         of the Mortgage Loans to the Purchaser, the Mortgage Loan Seller had
         good title to, and was the sole owner of, each Mortgage Loan. The
         Mortgage Loan Seller has full right, power and authority to sell,
         transfer and assign each Mortgage Loan to, or at the direction of, the
         Purchaser free and clear of any and all pledges, liens, charges,
         security interests, participation interests and/or other interests and
         encumbrances (other than the rights to servicing and related
         compensation as reflected in the Mortgage Loan Schedule). Subject to
         the completion of the names and addresses of the assignees and
         endorsees and any missing recording information in all instruments of
         transfer or assignment and endorsements and the completion of all
         recording and filing contemplated hereby and by the Pooling and
         Servicing Agreement, the Mortgage Loan Seller will have validly and
         effectively conveyed to the Purchaser all legal and beneficial interest
         in and to each Mortgage Loan free and clear of any pledge, lien,
         charge, security interest or other encumbrance (except for certain
         servicing rights described on Schedule B-41 hereto or otherwise
         contemplated by this Agreement or the Pooling and Servicing Agreement).
         The sale of the Mortgage Loans to the Purchaser or its designee does
         not require the Mortgage Loan Seller to obtain any governmental or
         regulatory approval or consent that has not been obtained. Each
         Mortgage Note is, or shall be as of the Closing Date, endorsed to the
         Purchaser, or its designee, in conformity with the requirements of the
         definition of "Mortgage File" in the Pooling and Servicing Agreement
         and each such endorsement is genuine.

              (3) Payment Record. Such Mortgage Loan was not as of the Cut-off
         Date for such Mortgage Loan, and has not been during the twelve-month
         period prior thereto, 30 days or more delinquent in respect of any debt
         service payment required thereunder, without giving effect to any
         applicable grace period.

              (4) Lien; Valid Assignment. The Mortgage related to and delivered
         in connection with each Mortgage Loan constitutes a legal, valid and,
         subject to the exceptions set forth in Paragraph 13 below, enforceable
         first priority lien upon the related Mortgaged Property, except for the
         following (collectively, the "Permitted Encumbrances"): (a) the lien
         for current real estate taxes, water charges, sewer rents and
         assessments not yet due and payable; (b) covenants, conditions and
         restrictions, rights of way, easements and other matters that are of
         public record and are referred to in the related lender's title
         insurance policy (or, if not yet issued, referred to in a pro forma
         title policy or title policy

                                      B-2


         commitment meeting the requirements described in Paragraph 8 below);
         (c) exceptions and exclusions specifically referred to in the related
         lender's title insurance policy (or, if not yet issued, referred to in
         a pro forma title policy or title policy commitment meeting the
         requirements described in Paragraph 8 below); (d) other matters to
         which like properties are commonly subject; (e) the rights of tenants
         (as tenants only) under leases (including subleases) pertaining to the
         related Mortgaged Property; (f) condominium declarations of record and
         identified in the related lender's title insurance policy (or, if not
         yet issued, identified in a pro forma title policy or title policy
         commitment meeting the requirements described in Paragraph 8 below);
         and (g) if such Mortgage Loan constitutes a Cross-Collateralized
         Mortgage Loan, the lien of the Mortgage for another Mortgage Loan
         contained in the same group of Cross-Collateralized Mortgage Loans.
         With respect to each Mortgage Loan, such Permitted Encumbrances do not,
         individually or in the aggregate, materially interfere with the
         security intended to be provided by the related Mortgage, the current
         principal use of the related Mortgaged Property, the current ability of
         the related Mortgaged Property to generate income sufficient to service
         such Mortgage Loan or materially and adversely affect the value of the
         Mortgage Loan . The related assignment of the Mortgage for each
         Mortgage Loan, executed and delivered in favor of the Trustee, is in
         recordable form (but for insertion of the name and address of the
         assignee and any related recording information which is not yet
         available to the Mortgage Loan Seller) to validly and effectively
         convey the assignor's interest therein and constitutes a legal, valid,
         binding and, subject to the exceptions set forth in Paragraph 13 below,
         enforceable assignment of such Mortgage from the relevant assignor to
         the Trustee.

              (5) Assignment of Leases. There exists as part of the related
         Mortgage File an Assignment of Leases (an "Assignment of Leases")
         either as a separate document or as part of the Mortgage. Each related
         Assignment of Leases creates a valid, first priority collateral
         assignment of, or a valid perfected first priority lien on or security
         interest in, certain rights under the related lease or leases,
         including the right to receive all payment due under the related Lease,
         subject only to a license granted to the related Mortgagor to exercise
         certain rights and to perform certain obligations of the lessor under
         such lease or leases, including the right to operate the related leased
         property and none of the related leases contains any restriction on
         such collateral assignment or creation of a security interest therein,
         as applicable. The related assignment of any Assignment of Leases not
         included in a Mortgage, executed and delivered in favor of the Trustee
         is in recordable form (but for insertion of the name and address of the
         assignee and any related recording information which is not yet
         available to the Mortgage Loan Seller) to validly and effectively
         convey the assignor's interest therein and constitutes a legal, valid,
         binding and, subject to the exceptions set forth in Paragraph 13 below,
         enforceable assignment of such Assignment of Leases from the relevant
         assignor to the Trustee.

              (6) Mortgage Status; Waivers and Modifications. The terms of the
         Mortgage Loan have not been waived, modified, altered, satisfied,
         impaired, canceled, subordinated or rescinded in any manner which
         materially interferes with the security provided by such Mortgage Loan
         and the related Mortgaged Property other than any material amendment or
         modification which has been effected pursuant to a written instrument
         and has been duly submitted for recordation to the extent necessary to
         protect the interests of the mortgagee, and is a part of the related
         Mortgage File. Except as set forth on Schedule B-6, no consents,
         waivers, modifications, alterations or assumptions of any kind with
         respect to a Mortgage Loan have occurred since the date upon which the
         due diligence file related to the applicable Mortgage Loan was
         delivered to Allied Capital Corporation. The Mortgage Loan Seller has
         not taken any affirmative action inconsistent with the Servicing
         Standard that would cause the representations and warranties of the
         related Mortgagor under the Mortgage Loan not to be true and correct in
         any material respect.

                                      B-3


              (7) Condition of Property; Condemnation. In the case of each
         Mortgage Loan, one or more engineering reports were prepared in
         connection with the origination of such Mortgage Loan by an independent
         third-party engineering firm who inspected the Mortgaged Property, and
         except as set forth in such engineering assessment(s) or on Schedule
         B-7A, the related Mortgaged Property is, to the Mortgage Loan Seller's
         knowledge, free and clear of any damage that would materially and
         adversely affect its value as security for such Mortgage Loan (except
         in cases set forth in clauses (a), (b) and (c) below). As of
         origination of such Mortgage Loan there was no proceeding pending, and
         subsequent to such date, the Mortgage Loan Seller has not received
         actual notice of, any proceeding pending for the condemnation of all or
         any material portion of the Mortgaged Property. Except as set forth on
         Schedule B-7B, if any of the engineering reports referred to above in
         this Paragraph 7 revealed any material damage or material deferred
         maintenance, then one of the following is true: (a) the repairs and/or
         maintenance necessary to correct such condition have been completed in
         all material respects; (b) an escrow of funds is required or a letter
         of credit was obtained in a percentage equal to 125% of the amount
         reasonably estimated to be sufficient to complete the repairs and/or
         maintenance necessary to correct such condition; or (c) the reasonable
         estimate of the cost to complete the repairs and/or maintenance
         necessary to correct such condition represented no more than (i) 2% of
         the value of the related Mortgaged Property as reflected in an
         appraisal conducted in connection with the origination of the subject
         Mortgage Loan or (ii) $50,000 whichever is less. As of the date of the
         origination of each Mortgage Loan, except as set forth on Schedule
         B-7B: (x) all of the material improvements on the related Mortgaged
         Property lay wholly within the boundaries and, to the extent in effect
         at the time of construction, building restriction lines of such
         property, except for encroachments that are insured against by the
         lender's title insurance policy referred to in Paragraph 8 below or
         that do not affect the value or current principal use of such Mortgaged
         Property to any material extent, (y) no improvements on adjoining
         properties encroached upon such Mortgaged Property so as to affect the
         value or current principal use of such Mortgaged Property to any
         material extent, except those encroachments that are insured against by
         the lender's title insurance policy referred to in Paragraph 8 below
         and (z) the Mortgaged Property securing each Mortgage Loan is located
         on or adjacent to a public road, or has access to an irrevocable
         easement permitting ingress and egress.

              (8) Title Insurance. The lien of each Mortgage securing a Mortgage
         Loan is insured by an American Land Title Association (or an equivalent
         form of) lender's title insurance policy (the "Title Policy") (except
         that if such policy is yet to be issued, such insurance may be
         evidenced by a "marked up" pro forma policy or title commitment in
         either case 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) in the original principal amount of such
         Mortgage Loan after all advances of principal, insuring the originator
         of the related Mortgage Loan, its successors and assigns (as the sole
         insured) that the related Mortgage is a valid first priority lien on
         such Mortgaged Property, subject only to the Permitted Encumbrances.
         Such Title Policy (or, if it has yet to be issued, the coverage to be
         provided thereby) is in full force and effect, all premiums thereon
         have been paid, the Mortgage Loan Seller has made no claims thereunder
         and, to the Mortgage Loan Seller's knowledge, no prior holder of the
         related Mortgage has

                                      B-4


         made any claims thereunder and no claims have been paid thereunder.
         The Mortgage Loan Seller has not, and to the Mortgage Loan Seller's
         knowledge, no prior holder of the related Mortgage has done anything
         that would materially impair the coverage under such Title Policy.
         Immediately following the transfer and assignment of the related
         Mortgage Loan to the Trustee (including endorsement and delivery of
         the related Mortgage Note to the Purchaser or its designee and
         recording of the related Assignment of Mortgage in favor of the
         Purchaser or its designee in the applicable real estate records), such
         Title Policy (or, if it has yet to be issued, the coverage to be
         provided thereby) will inure to the benefit of the Trustee without the
         consent of or notice to the insurer. Such Title Policy contains no
         exclusion for any of the following circumstances, or it affirmatively
         insures (unless the related Mortgaged Property is located in a
         jurisdiction where such affirmative insurance is not available), (a)
         that the related Mortgaged Property has access to a public road, and
         (b) that the area shown on the survey, if any, reviewed or prepared in
         connection with the origination of the related Mortgage Loan is the
         same as the property legally described in the related Mortgage. Such
         Title Policy contains no exclusion regarding the encroachment upon any
         easements of any permanent improvements located on the related
         Mortgaged Property for which the grantee of such easement has the
         ability to force removal of such improvement, or such Title Policy
         affirmatively insures against losses caused by forced removal of any
         material permanent improvements on the related Mortgaged Property that
         encroach upon any material easements.

              (9) No Holdback. The proceeds of each Mortgage Loan have been
         fully disbursed (except in those cases where the full amount of the
         Mortgage Loan has been disbursed but a portion thereof is being held in
         escrow or reserve accounts pending the satisfaction of certain
         conditions relating to leasing, repairs or other matters with respect
         to the related Mortgaged Property), and there is no obligation for
         future advances with respect thereto. If the related Mortgage Loan
         documents include any requirements regarding (a) the completion of any
         on-site or off-site improvements and (b) the disbursement of any funds
         escrowed for such purpose, and if those requirements were to have been
         complied with on or before the Closing Date, then such requirements
         have been complied with in all material respects or such funds so
         escrowed have not been released except to the extent specifically
         provided by the related Mortgage Loan documents.

              (10) Mortgage Provisions. The Mortgage Note, Mortgage (along with
         any security agreement and UCC financing statement) and Assignment of
         Leases for each Mortgage Loan, together with applicable state law,
         contain customary and, subject to the exceptions set forth in Paragraph
         13 below, enforceable provisions for commercial Mortgage Loans such as
         to render the rights and remedies of the holder thereof adequate for
         the practical realization against the related Mortgaged Property of the
         principal benefits of the security intended to be provided thereby. The
         Mortgage Loan documents for each Mortgage Loan, subject to applicable
         law, provide for the appointment of a receiver for the collection of
         rents or for the related mortgagee to enter into possession to collect
         the rents if there is an event of default under such Mortgage Loan.

              (11) Trustee under Deed of Trust. If the Mortgage for any Mortgage
         Loan is a deed of trust, then (a) a trustee, duly qualified under
         applicable law to serve as such, has

                                      B-5


         either (i) been properly designated, has accepted such designation and
         currently so serves or (ii) may be substituted in accordance with the
         Mortgage and applicable law, and (b) no fees or expenses are payable to
         such trustee by the Mortgage Loan Seller, the Depositor or any
         transferee thereof except for such fees and expenses (all of which are
         the obligation of the related Mortgagor under the related Mortgage Loan
         documents) as would be payable in connection with a trustee's sale
         after default by the related Mortgagor or in connection with any full
         or partial release of the related Mortgaged Property or related
         security for such Mortgage Loan.

         (12) Environmental Conditions. Except in the case of the Mortgaged
         Properties identified on Schedule B-12A, (a) an environmental site
         assessment meeting the requirements of the American Society for Testing
         and Materials and covering all environmental hazards typically assessed
         for similar properties including use, type and tenants of the Mortgaged
         Property ("Environmental Report"), or an update of such an assessment,
         was performed by a licensed (to the extent required by applicable state
         law) reputable, independent third-party environmental consulting firm
         with respect to each Mortgaged Property in connection with the
         origination of such Mortgage Loan and/or thereafter updated such that,
         except as set forth on Schedule B-12B, such Environmental Report is
         dated no earlier than twelve months prior to the Closing Date, (b) a
         copy of each such Environmental Report has been delivered to the
         Purchaser, and (c) either: (i) no such Environmental Report provides
         that as of the date of the report there is a material violation of any
         applicable environmental laws with respect to any circumstances or
         conditions relating to the related Mortgaged Property; or (ii) if any
         such Environmental Report does reveal any such circumstances or
         conditions with respect to the related Mortgaged Property and the same
         have not been subsequently remediated in all material respects, then,
         except as described on Schedule B-12C, one or more of the following are
         true: (A) one or more parties not related to or including the related
         Mortgagor and collectively having financial resources reasonably
         estimated by the Mortgage Loan Seller at the time of origination to be
         adequate to cure the subject violation in all material respects, were
         identified as the responsible party or parties for such condition or
         circumstance and such condition or circumstance does not materially
         impair the value of the Mortgaged Property, (B) the related Mortgagor
         was required to provide additional security reasonably estimated by the
         Mortgage Loan Seller at the time of origination to be adequate to cure
         the subject violation in all material respects, (C) if and to the
         extent that such condition or circumstances can, based upon the
         recommendation set forth in the subject Environmental Report, be
         remediated or otherwise appropriately addressed in all material
         respects through the implementation of an operations and maintenance
         plan, the related Mortgagor was required to obtain and maintain an
         operations and maintenance plan, (D) the related Mortgagor, or other
         responsible party, provided a "no further action" letter or other
         evidence reasonably acceptable to a reasonably prudent commercial
         mortgage lender that applicable federal, state or local governmental
         authorities had no current intention of taking any action, and are not
         requiring any action, in respect of such condition or circumstance, (E)
         such conditions or circumstances were investigated further and based
         upon such additional investigation, an independent third-party
         environmental consultant recommended no further investigation or
         remediation, (F) the expenditure of funds reasonably estimated to be
         necessary to effect such remediation is not greater than the lesser of
         2% of the

                                      B-6


         outstanding principal balance of the related Mortgage Loan or $50,000,
         (G) there exists an escrow of funds reasonably estimated by the
         Mortgage Loan Seller at origination to be sufficient for purposes of
         effecting such remediation, (H) the related Mortgaged Property is
         identified on Schedule B-12D and insured under a policy of insurance
         subject to per occurrence and aggregate limits and a deductible, each
         as set forth on Schedule B-12D, against certain losses arising from
         such circumstances and conditions or (I) a party with financial
         resources reasonably estimated by the Mortgage Loan Seller at the time
         of origination to be adequate to cure the subject violation in all
         material respects provided a guaranty or indemnity to the related
         Mortgagor to cover the costs of any required investigation, testing,
         monitoring or remediation. To the Mortgage Loan Seller's actual
         knowledge, having made no independent inquiry other than reviewing the
         Environmental Reports(s) and employing an environmental consultant to
         perform the assessment(s) referenced herein, there are no material
         circumstances or conditions with respect to any Mortgaged Property not
         revealed in any such Environmental Report, where obtained, that render
         such Mortgaged Property in material violation of any applicable
         environmental laws. The Mortgage Loan documents for each Mortgage Loan
         require the related Mortgagor to comply with all applicable federal,
         state and local environmental laws and regulations. The Mortgage Loan
         Seller has not taken any affirmative action which would cause the
         Mortgaged Property securing any Mortgage Loan not to be in compliance
         with all federal, state and local laws pertaining to environmental
         hazards. Each Mortgagor represents and warrants in the related Mortgage
         Loan documents substantially to the effect that, except as set forth in
         certain specified environmental reports and to the Mortgagor's
         knowledge, as of the date of origination, it has not used, caused or
         permitted to exist and will not use, cause or permit to exist on the
         related Mortgaged Property any hazardous materials which violate
         federal, state or local laws, ordinances, regulations, orders,
         directives, or policies governing the use, storage, treatment,
         transportation, manufacture, refinement, handling, production or
         disposal of hazardous materials. Unless the related Mortgaged Property
         is identified on Schedule B-12D, the related Mortgagor (or an affiliate
         thereof) has agreed to indemnify mortgagee against, or otherwise be
         liable for, any and all losses resulting from a breach of environmental
         representations, warranties or covenants given by the Mortgagor in
         connection with such Mortgage Loan, generally including any and all
         losses, liabilities, damages, injuries, penalties, fines, expenses and
         claims of any kind or nature whatsoever (including without limitation,
         attorneys' fees and expenses) paid, incurred or suffered by or asserted
         against, any such party resulting from such breach.

              (13) Loan Document Status. Each Mortgage Note, Mortgage, and other
         agreement executed by or on behalf of the related Mortgagor, or any
         guarantor of non-recourse exceptions and environmental liability, with
         respect to each Mortgage Loan is the legal, valid and binding
         obligation of the maker thereof (subject to any non-recourse provisions
         contained in any of the foregoing agreements and any applicable state
         anti-deficiency or market value limit deficiency legislation),
         enforceable in accordance with its terms, except as such enforcement
         may be limited by (i) bankruptcy, insolvency, reorganization,
         fraudulent transfer and conveyance or other similar laws affecting the
         enforcement of creditors' rights generally and (ii) general principles
         of equity (regardless of whether such enforcement is considered in a
         proceeding in equity or at law), and except that certain provisions in
         such loan documents may be further limited or rendered

                                      B-7


         unenforceable by applicable law. There is no right of rescission,
         offset, abatement, diminution or valid defense or counterclaim
         available to the related Mortgagor with respect to such Mortgage Note,
         Mortgage or other agreements that would deny the mortgagee the
         principal benefits intended to be provided thereby. The Mortgage Loan
         Seller has no actual knowledge of any such rights, defenses or
         counterclaims having been asserted.

              (14) Insurance. Except as otherwise set forth on Schedule B-14A,
         all improvements upon each Mortgaged Property are insured under a fire
         and extended perils insurance policy included within the classification
         "All Risk of Physical Loss" insurance (or the equivalent) policy in an
         amount (subject to a customary and reasonable deductible) at least
         equal to the full insurable replacement cost of the improvements
         located on such Mortgaged Property, and if applicable, the related
         hazard insurance policy contains appropriate endorsements to avoid the
         application of coinsurance and does not permit reduction in insurance
         proceeds for depreciation. Except in the case of the Mortgaged
         Properties identified on Schedule B-14B hereto, each Mortgaged Property
         is the subject of a business interruption, actual loss sustained or
         rent loss insurance policy providing coverage for at least twelve (12)
         months (or a specified dollar amount which is reasonably estimated to
         cover no less than twelve (12) months of rental income). If any portion
         of the improvements upon the related Mortgaged Property was, at the
         time of the origination of such Mortgage Loan, in a flood zone area as
         identified in the Federal Register by the Federal Emergency Management
         Agency as a 100 year flood zone or special hazard area, and flood
         insurance was available, a flood insurance policy meeting any
         requirements of the then current guidelines of the Federal Insurance
         Administration is in effect with a generally acceptable insurance
         carrier, in an amount representing coverage not less than the least of
         (1) the outstanding principal balance of such Mortgage Loan, (2) the
         full insurable value of such Mortgaged Property, (3) the maximum amount
         of insurance available under the National Flood Insurance Act of 1968,
         as amended, or (4) 100% of the replacement cost of the improvements
         located on such Mortgaged Property. If any Mortgaged Property is
         located in the state of California or in a "seismic zone" 3 or 4, a
         seismic assessment was conducted (except in the case of mobile home
         parks) at the time of originations and seismic insurance was obtained
         to the extent such Mortgaged Property has a PML of greater than twenty
         percent (20%) calculated using at least a 450 a year look back with a
         10% probability of exceedance in a 50 year period. If the Mortgaged
         Property for any Mortgage Loan is located in any of the locations set
         forth on Schedule B-12D, then such Mortgaged Property is insured by
         windstorm insurance in an amount at least equal to the lesser of (i)
         the outstanding principal balance of such Mortgage Loan and (ii) 100%
         of the insurable replacement cost of the improvements located on the
         related Mortgaged Property. All such hazard and flood insurance
         policies contain a standard mortgagee clause for the benefit of the
         holder of the related Mortgage, its successors and assigns, as
         mortgagee, and are not terminable (nor may the amount of coverage
         provided thereunder be reduced) without thirty (30) days' (fifteen (15)
         days for non-payment of premiums) prior written notice to the
         mortgagee; and no such notice has been received, including any notice
         of nonpayment of premiums, that has not been cured. Each Mortgaged
         Property and all improvements thereon are also covered by comprehensive
         general liability insurance in such amounts as are generally required
         by reasonably prudent commercial lenders or as recommended by a
         reputable, independent

                                      B-8


         insurance consultant. If any Mortgaged Property is, to the Mortgage
         Loan Seller's knowledge, a materially non-conforming use or structure
         under applicable zoning laws and ordinances, then, in the event of a
         material casualty or destruction, one or more of the following is true:
         (i) such Mortgaged Property may be restored or repaired to materially
         the same extent of the use or structure at the time of such casualty;
         (ii) such Mortgaged Property is covered by law and ordinance insurance
         in an amount customarily required by reasonably prudent commercial
         mortgage lenders or as recommended by a reputable, independent
         insurance consultant; or (iii) the amount of hazard insurance currently
         in place and required by the related Mortgage Loan documents would
         generate proceeds sufficient to pay off the subject Mortgage Loan.
         Additionally, the insurer for all of the required coverages set forth
         herein has a claims paying ability rating from Standard & Poor's,
         Moody's or Fitch Ratings of not less than A-minus (or the equivalent),
         or from A.M. Best of not less than "A:V" (or the equivalent) except
         that for any Mortgage Loan having a Cut-off Date Principal Balance
         equal to or greater than $20,000,000, the insurer for all of the
         required coverages set forth herein has a claims paying ability rating
         from Standard & Poor's, Moody's or Fitch of not less than A (or the
         equivalent), or from A.M. Best of not less than "A:IX" (or the
         equivalent). With respect to each Mortgage Loan, the related Mortgage
         Loan documents require that the related Mortgagor or a tenant of such
         Mortgagor maintain insurance as described above or permit the Mortgagee
         to require insurance as described above. Except under circumstances set
         forth in the related Mortgage Loan documents that would be reasonably
         acceptable to a prudent commercial mortgage lender or that would not
         otherwise materially and adversely affect the security intended to be
         provided by the related Mortgage, the Mortgage Loan documents for each
         Mortgage Loan provide that proceeds paid under any such casualty
         insurance policy will (or, at the lender's option, will) be applied
         either to the repair or restoration of the related Mortgaged Property
         or to the payment of amounts due under such Mortgage Loan; provided
         that the related Mortgage Loan documents may entitle the related
         Mortgagor to any portion of such proceeds remaining after the repair or
         restoration of the related Mortgaged Property or payment of amounts due
         under the Mortgage Loan; and provided, further, that, if the related
         Mortgagor holds a leasehold interest in the related Mortgaged Property,
         the application of such proceeds will be subject to the terms of the
         related Ground Lease (as defined in Paragraph 18 below). Based on the
         due diligence performed by the Mortgage Loan Seller, which in all
         events was at least such due diligence as a prudent commercial mortgage
         lender (with respect to the below referenced insurance policies
         regarding the origination of the related Mortgage Loan) or a prudent
         commercial mortgage servicer (with respect to any renewal of the below
         referenced insurance policies since the origination of the related
         Mortgage Loan) would undertake with respect to such issue after
         September 11, 2001, for each Mortgage Loan, except as indicated on
         Schedule B-14C, the related all risk property casualty insurance policy
         and business interruption policy do not specifically exclude, or have a
         separate policy covering, acts of terrorism, or any related damage
         claims, from coverage as of the later of (i) the date of origination of
         the Mortgage Loan and (ii) the last date as of which the policy was
         renewed or amended except as indicated on Schedule B-14C, and the
         related loan documents do not expressly prohibit or waive such
         coverage, except to the extent that any right to require such coverage
         may be limited by commercially reasonable availability. To the Mortgage
         Loan Seller's actual knowledge, all insurance policies described above
         are with an

                                      B-9


         insurance carrier qualified to write insurance in the relevant
         jurisdiction and all insurance described above is in full force and
         effect.

              (15) Taxes and Assessments. No real estate taxes or governmental
         assessments or governmental charges that prior to the Cut-Off Date
         became due and owing in respect of each Mortgaged Property are
         delinquent and unpaid, or, an escrow of funds in an amount sufficient
         to pay such payments has been established. Such taxes, assessments and
         charges shall not be considered delinquent and unpaid until the date on
         which interest or penalties may first be payable thereon.

              (16) Mortgagor Bankruptcy. No Mortgaged Property, nor any portion
         thereof is the subject of, and no Mortgagor under a Mortgage Loan is a
         debtor in, any state or federal bankruptcy, insolvency or similar
         proceeding.

              (17) Local Law Compliance. To the Mortgage Loan Seller's
         knowledge, based upon a letter from governmental authorities, an
         opinion of counsel, a zoning consultant's report, an endorsement to the
         related Title Policy, or (when such would be acceptable to a reasonably
         prudent commercial mortgage lender) a representation of the related
         Mortgagor at the time of origination of the subject Mortgage Loan, or
         based on such other due diligence considered reasonable by prudent
         commercial mortgage lenders in the lending area where the subject
         Mortgaged Property is located, except as described on Schedule B-17,
         the improvements located on or forming part of, and the existing use
         of, each Mortgaged Property: (i) are not in violation of any applicable
         building codes or land laws applicable to the Mortgaged Property, the
         improvements thereon or the use and occupancy thereof which would have
         a material adverse effect on the value, operation, current principal
         use or net operating income of the Mortgaged Property which are not
         covered by title insurance; and (ii) are in material compliance with
         applicable zoning laws and ordinances, including all such applicable
         parking ordinances or requirements, or constitute a legal
         non-conforming use or structure (provided that with respect to any
         non-conformity with such laws or ordinances either: (x) in the event of
         casualty or destruction, the use or structure may be restored or
         repaired to the full extent of the use or structure at the time of such
         casualty as provided in Paragraph 14 above; (y) law and ordinance
         insurance coverage has been obtained for the structure or use as
         provided in Paragraph 14 above; or (z) such non-compliance does not
         materially and adversely affect the value of the related Mortgaged
         Property).

              (18) Leasehold Estate Only. If any Mortgage Loan is secured by the
         interest of a Mortgagor as a lessee under a ground lease (together with
         any and all written amendments and modifications thereof and any and
         all estoppels from or other agreements with the ground lessor, a
         "Ground Lease"), but not by the related fee interest in the subject
         real property (the "Fee Interest"), then, except as set forth on
         Schedule B-18:

                   (a) Such Ground Lease or a memorandum thereof has been or
              will be duly recorded; such Ground Lease permits the interest of
              the lessee thereunder to be encumbered by the related Mortgage and
              does not restrict the use of the related Mortgaged Property by
              such lessee, its successors or assigns in a manner that

                                      B-10


              would materially adversely affect the security provided by the
              related Mortgage; to the extent required under such Ground Lease,
              the lessor under such Ground Lease has been sent notice of the
              lien of the related Mortgage in accordance with the provisions of
              such Ground Lease; and there has been no material change in the
              terms of such Ground Lease since its recordation, with the
              exception of material changes reflected in written instruments
              which are a part of the related Mortgage File;

                   (b) The lessee's interest in such Ground Lease is not subject
              to any liens or encumbrances superior to, or of equal priority
              with, the related Mortgage, other than Permitted Encumbrances, and
              such Ground Lease provides that it shall remain superior to any
              mortgage or other lien upon the related Fee Interest;

                   (c) The Mortgagor's interest in such Ground Lease is
              assignable to the Purchaser and its successors and assigns upon
              notice to, but without the consent of, the lessor thereunder (or,
              if such consent is required, it has been obtained prior to the
              Closing Date); and in the event that it is so assigned, is further
              assignable by the Purchaser and its successors and assigns upon
              notice to, but without the need to obtain the consent of such
              lessor;

                   (d) Such Ground Lease is in full force and effect, and the
              Mortgage Loan Seller has not received, as of the Closing Date, any
              notice that an event of default has occurred thereunder and to the
              Mortgage Loan Seller's actual knowledge, there exists no condition
              that, but for the passage of time or the giving of notice, or
              both, would result in an event of default under the terms of such
              Ground Lease;

                   (e) Such Ground Lease requires the lessor under such Ground
              Lease thereunder to give notice of any default by the lessee to
              the mortgagee under such Mortgage Loan provided such mortgagee has
              provided such lessor with notice of its lien in accordance with
              the provisions of such Ground Lease and such Ground Lease further
              provides that no notice of termination given under such Ground
              Lease is effective against the mortgagee under such Mortgage Loan
              unless a copy has been delivered to such mortgagee in the manner
              described in such Ground Lease and the Mortgage Loan Seller has
              provided such lessor with notice of the lien of the related
              Mortgage in accordance with the provisions of such Ground Lease;

                   (f) The mortgagee under such Mortgage Loan is permitted a
              reasonable opportunity (including, where necessary, sufficient
              time to gain possession of the interest of the lessee under such
              Ground Lease) to cure any default under such Ground Lease, which
              is curable after the receipt of notice of any such default, before
              the lessor thereunder may terminate such Ground Lease;

                   (g) Except as set forth on Schedule B-18G, such Ground Lease
              has an original term (or an original term plus options exercisable
              by the holder of the

                                      B-11


              related Mortgage) which extends not less than twenty (20) years
              beyond the end of the amortization term of such Mortgage Loan;

                   (h) Such Ground Lease requires the lessor to enter into a new
              lease with a mortgagee upon termination of such Ground Lease by
              reason of default by the Mortgagor including termination as a
              result of a rejection of such Ground Lease in a bankruptcy
              proceeding;

                   (i) Under the terms of such Ground Lease and the related
              Mortgage, taken together, any related insurance proceeds, will be
              applied either to the repair or restoration of all or part of the
              related Mortgaged Property, with the mortgagee or a trustee
              appointed by it having the right to hold and disburse such
              proceeds as the repair or restoration progresses (except in such
              cases where a provision entitling another party to hold and
              disburse such proceeds would not be viewed as commercially
              unreasonable by a prudent commercial mortgage lender), or to the
              payment of the outstanding principal balance of the Mortgage Loan
              together with any accrued interest thereon. Under the terms of
              such Ground Lease and the related Mortgage Loan documents, taken
              together, any condemnation proceeds or awards in respect of a
              total or substantially total taking will be applied first to the
              payment of the outstanding principal and interest on the Mortgage
              Loan (except as otherwise provided by applicable law) and subject
              to any rights to require the improvements to be rebuilt;

                   (j) Such Ground Lease does not impose any restrictions on
              subletting which would be viewed as commercially unreasonable by a
              prudent commercial mortgage lender and such Ground Lease contains
              a covenant that the lessor thereunder is not permitted, in the
              absence of an uncured default, to disturb the possession, interest
              or quiet enjoyment of any subtenant of the lessee, or in any
              manner, which would materially adversely affect the security
              provided by the related Mortgage;

                   (k) The lessor under such Ground Lease is not permitted in
              the absence of an uncured default to disturb the possession,
              interest or quiet enjoyment of the tenant in any manner, which
              would materially adversely affect the security provided by such
              Ground Lease and the related Mortgage; and

                   (l) Such Ground Lease provides that it may not be amended or
              modified without the prior consent of the mortgagee under such
              Mortgage Loan and that any such action without such consent is not
              binding on such mortgagee, its successors or assigns.

              (19) Qualified Mortgage. Such Mortgage Loan is a "qualified
     mortgage" within the meaning of Section 860G(a)(3) of the Code and Treasury
     regulation section 1.860G-2(a), and the related Mortgaged Property, if
     acquired in connection with the default or imminent default of such
     Mortgage Loan, would constitute "foreclosure property" within the meaning
     of Section 860G(a)(8) (without regard to Section 856(e)(4) of the Code).

                                      B-12


              (20) Advancement of Funds. The Mortgage Loan Seller has not (nor,
     to the Mortgage Loan Seller's knowledge, has any prior holder of such
     Mortgage Loan) advanced funds or knowingly received any advance of funds
     from a party other than the owner of the related Mortgaged Property (or a
     tenant at or the property manager of the related Mortgaged Property), for
     the payment of any amount required by such Mortgage Loan, except for
     interest accruing from the date of origination of such Mortgage Loan or the
     date of disbursement of the Mortgage Loan proceeds, whichever is later, to
     the date which preceded by 30 days the first due date under the related
     Mortgage Note.

              (21) No Equity Interest, Equity Participation or Contingent
     Interest. No Mortgage Loan contains any equity participation by the lender
     or shared appreciation feature and does not provide for any contingent or
     additional interest in the form of participation in the cash flow of the
     related Mortgaged Property or provide for negative amortization. Neither
     the Mortgage Loan Seller nor any Affiliate thereof has any obligation to
     make any capital contribution to the Mortgagor under the Mortgage Loan or
     otherwise.

              (22) Legal Proceedings. To the Mortgage Loan Seller's knowledge,
     as of origination of the Mortgage Loan, there were no, and to the Mortgage
     Loan Seller's actual knowledge, as of the Closing Date, there are no
     pending actions, suits, litigation or other proceedings by or before any
     court or governmental authority against or affecting the Mortgagor (or any
     guarantor to the extent a reasonably prudent commercial or multifamily, as
     applicable, mortgage lender would consider such guarantor material to the
     underwriting of such Mortgage Loan) under any Mortgage Loan or the related
     Mortgaged Property that, if determined adversely to such Mortgagor or
     Mortgaged Property, would materially and adversely affect the value of the
     Mortgaged Property as security for such Mortgage Loan, the Mortgagor's
     ability to pay principal, interest or any other amounts due under such
     Mortgage Loan or the ability of any such guarantor to meet its obligations
     under the applicable guaranty.

              (23) Other Mortgage Liens. Except as otherwise set forth on
     Schedule B-23, none of the Mortgage Loans permits the related Mortgaged
     Property or any direct controlling interest in the related Mortgagor to be
     encumbered by any mortgage lien or, in the case of a direct controlling
     interest in the related Mortgagor, a lien to secure any other debt, without
     the prior written consent of the holder of the subject Mortgage Loan or the
     satisfaction of debt service coverage or similar criteria specified
     therein. To the Mortgage Loan Seller's knowledge, as of origination of the
     subject Mortgage Loan, and to the Mortgage Loan Seller's actual knowledge,
     as of the Closing Date, except as otherwise set forth on Schedule B-23, and
     except for cases involving other Mortgage Loans, no Mortgaged Property
     securing the subject Mortgage Loan is encumbered by any other mortgage
     liens (other than Permitted Encumbrances) and no direct controlling equity
     interest in the related Mortgagor is encumbered by a lien to secure any
     other debt. The related Mortgage Loan documents do not specifically
     prohibit the mortgagee from requiring the Mortgagor under each Mortgage
     Loan to pay all reasonable costs and expenses related to any required
     consent to an encumbrance, including reasonable legal fees and expenses and
     any applicable Rating Agency fees, or would permit the subject

                                      B-13


     mortgagee to withhold such consent if such costs and expenses are not paid
     by a party other than such mortgagee.

              (24) No Mechanics' Liens. To the Mortgage Loan Seller's knowledge,
     as of the origination of the Mortgage Loan, and, to the Mortgage Loan
     Seller's actual knowledge, as of the Closing Date: (i) each Mortgaged
     Property (exclusive of any related personal property) is free and clear of
     any and all mechanics' and materialmen's liens that are prior or equal to
     the lien of the related Mortgage and that are not bonded or escrowed for or
     covered by title insurance, and (ii) no rights are outstanding that under
     law could give rise to any such mechanic's or materialmen's lien that would
     be prior or equal to the lien of the related Mortgage and that is not
     bonded or escrowed for or covered by title insurance.

              (25) Compliance with Usury Laws. Each Mortgage Loan complied with,
     or was exempt from, all applicable usury laws in effect at its date of
     origination.

              (26) Licenses and Permits. Except as set forth on Schedule B-26,
     each Mortgage Loan contains provisions substantially to the effect that, to
     the extent required by applicable law, each Mortgagor is required to be
     qualified to do business and requires the related Mortgagor and the related
     Mortgaged Property to be in material compliance with all regulations,
     licenses, permits, authorizations, restrictive covenants and zoning,
     parking and building laws or ordinances, in each case to the extent
     required by law or to the extent that the failure to be so qualified or in
     compliance would have a material and adverse effect upon the enforceability
     of the Mortgage Loan or upon the practical realization against the related
     Mortgaged Property of the principal benefits of the security intended to be
     provided thereby.

              (27) Cross-Collateralization. No Mortgage Loan is
     cross-collateralized with any loan which is outside the Mortgage Pool. With
     respect to any group of cross-collateralized Mortgage Loans, the sum of the
     amounts of the respective Mortgages upon which recording taxes and fees
     were paid in an amount sufficient to allow the mortgagee to realize on the
     Mortgaged Properties in an amount at least equal to the original principal
     balance of such Mortgage Loan.

              (28) Releases of Mortgaged Properties. Except as set forth on
     Schedule B-28A, no Mortgage Note or Mortgage requires the mortgagee to
     release all or any material portion of the related Mortgaged Property from
     the lien of the related Mortgage except upon: (i) payment in full of all
     amounts due under the related Mortgage Loan or (ii) delivery of "government
     securities" within the meaning of Treas. Reg. Section 1.860G-2(a)(8)(i) in
     connection with a defeasance of the related Mortgage Loan; provided that
     the Mortgage Loans that are Cross-Collateralized Mortgage Loans, and the
     other individual Mortgage Loans secured by multiple parcels, may require
     the respective mortgagee(s) to grant releases of material portions of the
     related Mortgaged Property or the release of one or more related Mortgaged
     Properties upon: (i) the satisfaction of certain legal and underwriting
     requirements, (ii) the payment of a release price for the released property
     or parcel as set forth on Schedule B-28C or (iii) the delivery of
     comparable substitute real estate collateral subject to certain conditions
     precedent as set

                                      B-14


     forth on Schedule B-28C. No release or partial release of any Mortgaged
     Property, or any portion thereof, expressly permitted pursuant to the terms
     of any Mortgage Note or Mortgage will constitute a significant modification
     of the related Mortgage Loan under Treas. Reg. Section 1.860G-2(b)(2).
     Notwithstanding the foregoing, any Mortgage Loan may permit the
     unconditional release of one or more unimproved parcels of land to which
     the Mortgage Loan Seller did not give any material value in its
     underwriting of such Mortgage Loan. With respect to any release or
     substitution, the related Mortgagor is required to pay all reasonable costs
     and expenses associated therewith incurred by the mortgagee including any
     Rating Agency fees and expenses.

              (29) Defeasance. Each Mortgage Loan containing provisions for
     defeasance of all or a portion of the Mortgaged Property either (i)
     requires the prior written consent of, and compliance with all conditions
     set by, the holder of the Mortgage Loan, (ii) requires confirmation from
     the rating agencies rating the certificates of any securitization
     transaction in which such Mortgage Loan is included that such defeasance
     will not cause the downgrade, withdrawal or qualification of the then
     current ratings of such certificates, or (iii) requires that (A) defeasance
     must occur in accordance with the requirements of, and within the time
     permitted by, applicable REMIC rules and regulations, (B) the replacement
     collateral consists of non-callable U.S. government securities in an amount
     sufficient to make all scheduled payments under such Mortgage Loan when
     due, (C) at the mortgagee's election, the Mortgage Loan may only be assumed
     by a single-purpose entity designated or approved by the holder of the
     Mortgage Loan and (D) counsel provide an opinion that the Trustee has a
     perfected security interest in such U.S. government securities prior to any
     other claim or interest. The Mortgagor is required by the Mortgage Loan
     documents to pay all reasonable costs and expenses, including but not
     limited to Rating Agency fees, accountants fees and legal fees, associated
     with such defeasance.

              (30) Inspection. Except as set forth on Schedule B-30, the
     Mortgage Loan Seller, an affiliate of the Mortgage Loan Seller, or a
     correspondent in the conduit funding program of the Mortgage Loan Seller,
     inspected, or caused the inspection of, each Mortgaged Property within
     twelve (12) months of the Closing Date.

              (31) No Material Default. Other than payments due but not yet 30
     days or more past due, there exists no material default, breach, violation
     or event of acceleration under the Mortgage Note or Mortgage for any
     Mortgage Loan; provided, however, that this representation and warranty
     does not cover any default, breach, violation or event of acceleration that
     specifically pertains to or arises out of the subject matter otherwise
     covered by any other representation and warranty made by the Mortgage Loan
     Seller in this Exhibit B.

              (32) Due-on-Sale. The Mortgage for each Mortgage Loan contains a
     "due-on-sale" clause, which provides for the acceleration of the payment of
     the unpaid principal balance of such Mortgage Loan if, without the prior
     written consent of the holder of such Mortgage, either the related
     Mortgaged Property, or any direct controlling equity interest in the
     related Mortgagor, is transferred or sold, other than by reason of family
     and estate planning transfers, transfers of less than a controlling
     interest in the Mortgagor, transfers

                                      B-15


     of shares in public companies, issuance of non-controlling new equity
     interests, transfers to an affiliate meeting the requirements of the
     Mortgage Loan, transfers among existing members, partners or shareholders
     in the Mortgagor, transfers among affiliated Mortgagors with respect to
     cross-collateralized Mortgaged Loans or multi-property Mortgage Loans,
     transfers among co-Mortgagors or transfers of a similar nature to the
     foregoing meeting the requirements of the Mortgage Loan. The related
     Mortgage Loan documents require the Mortgagor under each Mortgage Loan to
     pay all reasonable fees and expenses associated with securing the consent
     or approval of the holder of the related Mortgage for all such actions
     requiring such consent or approval under the related Mortgage, including
     Rating Agency fees and the cost of counsel opinions relating to REMIC or
     other securitization tax issues.

              (33) Single Purpose Entity. Except as otherwise described on
     Schedule B-33 hereto, each Mortgage Loan with an original principal balance
     over $5,000,000.00 requires the related Mortgagor to be, at least for so
     long as the Mortgage Loan is outstanding, and to the Mortgage Loan Seller's
     actual knowledge, the related Mortgagor is, a Single-Purpose Entity. For
     this purpose, "Single-Purpose Entity" means a person, other than an
     individual, which is formed or organized solely for the purpose of owning
     and operating the related Mortgaged Property or Properties; does not engage
     in any business unrelated to such Mortgaged Property or Properties and the
     financing thereof; and whose organizational documents provide, or which
     entity represented and covenanted in the related Mortgage Loan documents,
     substantially to the effect that such Mortgagor (i) does not and will not
     have any material assets other than those related to its interest in such
     Mortgaged Property or Properties or the financing thereof; (ii) does not
     and will not have any indebtedness other than as permitted by the related
     Mortgage or other related Mortgage Loan documents; (iii) maintains its own
     books, records and accounts, in each case which are separate and apart from
     the books, records and accounts of any other person; and (iv) holds itself
     out as being a legal entity, separate and apart from any other person. In
     addition, each Mortgage Loan with a Cut-off Date Principal Balance of
     $20,000,000 or more, except as set forth on Schedule B-33, the related
     Mortgagor's organizational documents provide substantially to the effect
     that the Mortgagor shall: conduct business in its own name; not guarantee
     or assume the debts or obligations of any other person; not commingle its
     assets or funds with those of any other person; prepare separate tax
     returns and financial statements, or if part of a consolidated group, be
     shown as a separate member of such group; transact business with affiliates
     on an arm's length basis; hold itself out as being a legal entity, separate
     and apart from any other person, and such organizational documents further
     provide substantially to the effect that: any dissolution and winding up or
     insolvency filing for such entity is prohibited or requires the consent of
     an independent director or member or the unanimous consent of all partners
     or members, as applicable; such documents may not be amended with respect
     to the Single-Purpose Entity requirements without the approval of the
     mortgagee or rating agencies; the Mortgagor shall have an outside
     independent director or member. The Mortgage Loan Seller has obtained, and
     the Servicing File contains, with respect to each Mortgage Loan having a
     Cut-off Date Principal Balance of $20,000,000 or more, in connection with
     its origination or acquisition thereof, a counsel's opinion regarding
     non-consolidation of the Mortgagor. The organization documents of any
     Mortgagor on a Mortgage Loan having a Cut-off Date Principal Balance of


                                      B-16




     $20,000,000 or more that is a single member limited liability company,
     provide that the Mortgagor shall not dissolve or liquidate upon the
     bankruptcy, dissolution, liquidation or death of the sole member and the
     Mortgage Loan Seller has obtained in connection with its origination or
     acquisition of the subject Mortgage Loan, and the Servicing File contains,
     an opinion of such Mortgagor's counsel confirming that the law of the
     jurisdiction in which such single member limited liability company was
     organized permits such continued existence upon such bankruptcy,
     dissolution, liquidation or death of the sole member of the Mortgagor and
     that the applicable law provides that creditors of the single member may
     only attach the assets of the member including the membership interests in
     the Mortgagor but not the assets of the Mortgagor.

              (34) Whole Loan. Each Mortgage Loan is a whole loan and not a
     participation interest in a mortgage loan.

              (35) Tax Parcels. Except as described on Schedule B-35, each
     Mortgaged Property constitutes one or more complete separate tax lots
     containing no other property, or is subject to an endorsement under the
     related Title Policy insuring same, or an application for the creation of
     separate tax lots complying in all respects with the applicable laws and
     requirements of the applicable governing authority has been made and
     approved by the applicable governing authority and such separate tax lots
     shall be effective for the next tax year.

              (36) Security Interests. UCC Financing Statements have been filed
     and/or recorded (or, if not filed and/or recorded, have been submitted in
     proper form for filing and recording), in all public places necessary to
     perfect a valid security interest in all items of personal property owned
     by a Mortgagor and located on the related Mortgaged Property (other than
     any personal property subject to a leasing arrangement or purchase money
     security interest permitted under the terms of such Mortgage Loan or any
     other applicable personal property leases, provided, the related Mortgage
     Loan documents contain a provision providing for the assignment of such
     leases and related contracts to the mortgagee in the event of a foreclosure
     of the Mortgage Loan), which in all cases, includes any elevators and all
     Mortgagor-owned furniture, fixtures and equipment material to the operation
     and use of the Mortgaged Property as presently operated, and if such
     Mortgaged Property is a hotel or self-storage facility, operated by the
     related Mortgagor, then such personal property constitutes all of the
     material personal property required to operate the Mortgagor's business as
     currently operated (other than any personal property subject to a leasing
     arrangement or purchase money security interest permitted under the terms
     of such Mortgage Loan or any other applicable personal property leases,
     provided, the related Mortgage Loan documents contain a provision providing
     for the assignment of such leases and related contracts to the mortgagee in
     the event of a foreclosure of the Mortgage Loan) and the Mortgages,
     security agreements, chattel mortgages or equivalent documents related to
     and delivered in connection with the related Mortgage Loan establish and
     create a valid and enforceable first priority (except as noted above in
     this Paragraph 36) lien and security interest, to the extent perfection may
     be effected pursuant to applicable law solely by recording or filing UCC
     Financing Statements, on such items of personalty except as enforceability
     may be limited as set forth in Paragraph 13. In the case of each Mortgage
     Loan secured by a hotel, the related

                                      B-17


     loan documents contain such provisions as are necessary and UCC Financing
     Statements have been filed as necessary, in each case, to perfect a valid
     first security interest in Mortgagor's related operating revenues with
     respect to such Mortgaged Property. An assignment of each UCC Financing
     Statement relating to the Mortgage Loan has been completed or will be
     prepared in blank which the Purchaser or Trustee, as applicable, or its
     designee is authorized to complete and to file in the filing office in
     which such Financing Statement was filed. Notwithstanding any of the
     foregoing, no representation is made as to the perfection or priority of
     any security interest in rents or other personal property to the extent
     that possession or control of such items or actions other than the filing
     of UCC Financing Statements are required in order to effect such
     perfection.

              (37) Disclosure to Environmental Insurer and Other Matters. If the
     Mortgaged Property securing any Mortgage Loan is covered by a secured
     creditor impaired property policy, then the Mortgage Loan Seller:

                   (a) has disclosed, or is aware that there has been disclosed,
              in the application for such policy or otherwise to the insurer
              under such policy the "pollution conditions" (as defined in such
              policy) identified in any environmental reports related to such
              Mortgaged Property which are in the Mortgage Loan Seller's
              possession or are otherwise known to the Mortgage Loan Seller; or

                   (b) has delivered or caused to be delivered to the insurer
              under such policy copies of all environmental reports in the
              Mortgage Loan Seller's possession related to such Mortgaged
              Property;

     in each case to the extent required by such policy or to the extent the
     failure to make any such disclosure or deliver any such report would
     materially and adversely affect the Purchaser's ability to recover under
     such policy. If the Mortgaged Property securing any Mortgage Loan is
     covered by a secured creditor impaired property policy, then: (v) all
     premiums for such insurance have been paid and any deductible is held in
     escrow by the Mortgage Loan Seller and will be transferred to the
     Purchaser; (w) such insurance is in full force and effect; (x) the policy
     is in an amount equal to at least 125% of the principal balance of the
     Mortgage Loan; (y) the policy has a term that ends no sooner than five (5)
     years after the maturity date of the Mortgage Loan and is not cancelable
     during such term; and (z) (i) an environmental report, a property condition
     report or an engineering report was prepared that included an assessment
     for lead based paint ("LBP") (in the case of a multifamily property built
     prior to 1978), asbestos containing materials ("ACM") (in the case of any
     property built prior to 1985) and radon gas ("RG") (in the case of a
     multifamily property) at such Mortgaged Property and (ii) if such report
     disclosed the existence of a material and adverse LBP, ACM or RG
     environmental condition or circumstance affecting such Mortgaged Property,
     then, except as otherwise described on Schedule C-38, (A) the related
     Mortgagor was required to remediate such condition or circumstance prior to
     the closing of the subject Mortgage Loan, or (B) the related Mortgagor was
     required to provide additional security reasonably estimated to be adequate
     to cure such condition or circumstance, or (C) the related Mortgage Loan
     documents require the related Mortgagor to establish an operations and
     maintenance plan with respect to such condition or circumstance after the
     closing of such Mortgage Loan.

                                      B-18


     If the Mortgage Loan is listed on Schedule B-12D and the environmental
     insurance for such Mortgage Loan is not a secured creditor policy but was
     required to be obtained by the Mortgagor, then the holder of the Mortgage
     Loan is entitled to be an additional insured under such policy, all
     premiums have been paid, such insurance is in full force and effect and, to
     the Mortgage Loan Seller's knowledge, the Mortgagor has made the
     disclosures and complied with the requirements of clauses (a) and (b) of
     this Paragraph 37.

              (38) Prepayment Premiums and Yield Maintenance Charges. Prepayment
     Premiums and Yield Maintenance Charges payable with respect to each
     Mortgage Loan, if any, constitute "customary prepayment penalties" within
     meaning of Treas. Reg. Section 1.860G-1(b)(2).

              (39) Operating Statements. Except as set forth on Schedule B-39,
     each Mortgage Loan requires the Mortgagor, in some cases only at the
     request of the holder of the related Mortgage, to provide the owner or
     holder of the related Mortgage with at least quarterly and annual operating
     statements, rent rolls (if there is more than one tenant) and related
     information and annual financial statements, which annual financial
     statements with respect to each Mortgage Loan with an original principal
     balance greater than $20 million shall be audited (or prepared and
     certified) by an independent certified public accountant upon the request
     of the holder of the related Mortgage.

              (40) Recourse. Each Mortgage Loan is non-recourse; provided that,
     except as described on Schedule B-40, the Mortgagor and either a principal
     of the Mortgagor or other individual guarantor, with assets other than any
     interest in the Mortgagor, is liable in the event of (i) fraud or material
     intentional misrepresentation, (ii) misapplication or misappropriation of
     rents, insurance payments, condemnation awards or tenant security deposits
     (to the extent received by the related Mortgagor after the occurrence of an
     event of default and not paid to the Mortgagee or applied to the Mortgaged
     Property in the ordinary course of business), (iii) violation of applicable
     environmental laws or breaches of environmental covenants or (iv) the
     filing of a voluntary bankruptcy or insolvency proceeding by the Mortgagor;
     and provided, further, that, with respect to clause (iii) of the preceding
     proviso, an indemnification against losses related to such violations or
     environmental insurance shall satisfy such requirement. No waiver of
     liability for such non-recourse exceptions has been granted to the
     Mortgagor or any such guarantor or principal by the Mortgage Loan Seller or
     anyone acting on behalf of the Mortgage Loan Seller.

              (41) Assignment of Collateral. There is no material collateral
     securing any Mortgage Loan that has not been assigned to the Purchaser.

              (42) Fee Simple or Leasehold Interests. The interest of the
     related Mortgagor in the Mortgaged Property securing each Mortgage Loan
     includes a fee simple and/or leasehold estate or interest in real property
     and the improvements thereon.

                                      B-19


              (43) Servicing. The servicing and collection practices used with
     respect to the Mortgage Loan have complied with applicable law and the
     servicing standard set forth in Section 3.01(a) of the Pooling and
     Servicing Agreement.

              (44) Originator's Authorization To Do Business. To the extent
     required under applicable law, at all times when it held such Mortgage
     Loan, the originator of such Mortgage Loan was authorized to do business in
     the jurisdiction in which the related Mortgaged Property is located to the
     extent necessary to ensure the enforceability of such Mortgage Loan.

              (45) No Fraud In Origination. In the origination of the Mortgage
     Loan, none of the Mortgage Loan Seller, the originator, or any employee or
     mortgage broker, if any, of the Mortgage Loan Seller or the originator,
     engaged in any fraud or intentional material misrepresentation with respect
     to the Mortgagor, the Mortgaged Property or any guarantor. To the Mortgage
     Loan Seller's actual knowledge, no Mortgagor is guilty of defrauding or
     making an intentional material misrepresentation to the Mortgage Loan
     Seller or originator with respect to the origination of the Mortgage Loan,
     the Mortgagor or the Mortgaged Property.

              (46) Appraisal. In connection with its origination or acquisition
     of each Mortgage Loan, the Mortgage Loan Seller obtained an appraisal of
     the related Mortgaged Property, which appraisal is signed by an appraiser,
     who, to the Mortgage Loan Seller's actual knowledge, had no interest,
     direct or indirect, in the Mortgagor, the Mortgaged Property or in any loan
     made on the security of the Mortgaged Property, and whose compensation is
     not affected by the approval or disapproval of the Mortgage Loan; the
     appraisal provides that it satisfy the requirements of the "Uniform
     Standards of Professional Appraisal Practice" as adopted by the Appraisal
     Standards Board of the Appraisal Foundation, all as in effect on the date
     the Mortgage Loan was originated.

              (47) Jurisdiction of Organization. In respect of each Mortgage
     Loan, in reliance on certified copies of incorporation or partnership or
     other entity documents, as applicable, delivered in connection with the
     origination of such Mortgage Loan, the related Mortgagor is an entity
     organized under the laws of a state of the United States of America, the
     District of Columbia or the Commonwealth of Puerto Rico.

              (48) Mortgagor Concentration. Except as otherwise specified on
     Schedule B-48, no single Mortgagor, and to Mortgage Loan Seller's
     knowledge, no group of affiliated Mortgagors is/are the obligor(s) under
     any one or more Mortgage Loans with a Cut-off Date Principal Balance of
     $50,000,000 or more.

              (49) Escrows. All escrow deposits (including capital improvements
     and environmental remediation reserves) relating to any Mortgage Loan that
     were required to be delivered to the lender under the terms of the related
     Mortgage Loan documents, have been received and, to the extent of any
     remaining balances of such escrow deposits, are in the possession or under
     the control of the Mortgage Loan Seller or its agents (which shall include
     the Master Servicer). All such escrow deposits which are required for the


                                      B-20



     administration and servicing of such Mortgage Loan are conveyed hereunder
     to the Purchaser.


                                      B-21



                              SCHEDULE TO EXHIBIT B

                  EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES

                      GMAC COMMERCIAL MORTGAGE CORPORATION


GLOBAL EXCEPTION FOR ALL MORTGAGE LOANS:

REP #14: Cancellation for non-payment of premiums may occur upon 10 days notice.
REP #33: For loans $20,000,000 and over, the organizational Documents
         either require the Mortgagor, managing member or general partner, as
         applicable to have an outside independent director or member.

REP #4

TWO GATEWAY CENTER (CONTROL #41837)

         EXCEPTIONS:

         Rep (4) The related property securing the Mortgage Loan also secures
         one other pari passu A note that was securitized in the GMAC 2004-C1
         Trust.

REP #7

PARMATOWN (LOAN #44570)

         EXCEPTIONS:

         Rep (7) There were $55,000 in immediate repairs which were not
         reserved.

REP #12

JANSS MARKETPLACE (LOAN #42258)

         EXCEPTIONS:

         Rep (12)(a) The environmental report is dated as of  February 4, 2003.

REP #14

RIVER VILLAGE SHOPPING CENTER (LOAN #41670)
PARMATOWN (LOAN #44570)
STONEWOOD APARTMENTS (LOAN# 45342)
CORDOVA MOBILE HOME ESTATES (LOAN# 44527)
GREENBRIAR MHP (LOAN# 45428)
CHATEAU CALISTOGA MHP (LOAN# 45537)

                                      B-22


         EXCEPTIONS:

         The six above referenced loans bear exception to Rep (14). Terrorism
         insurance is subject to a limitation on costs.

REP #18

PARMATOWN (LOAN #44570)

         EXCEPTIONS:

         Rep (18): The ground lease relating to an access easement does not
         comply with the following clauses:

         Sub-clauses (c), (g), (h), (k) and (l)

COURTYARD TALLAHASSEE (CONTROL #43250)

         Rep (18): The ground lease does not comply with the following clause:

Sub-clauses (k)

BANK OF THE WEST (CONTROL #45017)

         Rep (18): Two out of the twelve leases relating to parking does not
         comply with the following clause:

Sub-clauses (g)

FOX HILL APARTMENTS (CONTROL #44875)

         Rep (18): Both ground leases do not comply with the following clause:

Sub-clauses (g) and (h)

REP #23

TURNBURY PARK APARTMENTS (CONTROL #45371)

         EXCEPTIONS:

         Rep (23) Mezzanine debt is permitted.

                                      B-23





PROVIDENCE BILTMORE HOTEL (CONTROL #43911)

         EXCEPTIONS:

         Rep (23) The subject $25,000,000 loan represents the senior note in a
         $30,500,000 first mortgage loan. The other note, which is subordinate
         to the senior note, has an original loan amount of $7,425,877 and is
         not included in the trust.

REP #33

TWO GATEWAY CENTER (CONTROL #41837)

         EXCEPTIONS:

         Rep (33) Managing Member (rather than the Mortgagor) must have two
         outside directors.


REP #40

COURTYARD TALLAHASSEE (CONTROL #43250)

         EXCEPTIONS:

         Rep (40) No natural person has guaranteed the non-recourse carve-outs.

PARMATOWN (LOAN #44570)

         EXCEPTIONS:

         Rep (40) Under clause (i) only the borrower is subject to recourse.
         Under clause (ii) only the borrower is subject to recourse. Under
         clause (iii) only the borrower is subject to recourse however, an
         environmental insurance policy for $5,000,000 is currently in place.
         Under clause (iv) both the borrower and guarantor are subject to
         recourse but the guarantor's recourse is limited to $12,500,000.





                                      B-24



                                    EXHIBIT A

                                 SCHEDULE B-12D




                                      B-25



                                   EXHIBIT C-1

          FORM OF CERTIFICATE OF AN OFFICER OF THE MORTGAGE LOAN SELLER

                      GMAC COMMERCIAL MORTGAGE CORPORATION
                            CERTIFICATE OF SECRETARY

              I, the undersigned Assistant Secretary of GMAC COMMERCIAL MORTGAGE
CORPORATION (the "COMPANY" or "MORTGAGE LOAN SELLER"), hereby certify as
follows:

              (1) I am a duly elected, qualified and acting Assistant Secretary
         of the Company.

              (2) The Company is a corporation organized under the laws of the
         State of California. A true and correct copy of the Certificate of Good
         Standing for the Company issued by the Secretary of State for the State
         of California is attached hereto as Exhibit I.

              (3) Also attached hereto as Exhibit I are true, correct and
         complete copies of the Company's Certificate of Incorporation and
         Bylaws, as amended through the date hereof.

              (4) Attached hereto as Exhibit II is a copy of certain resolutions
         of the Company which have been duly adopted by the Company and which
         remain in full force and effect as of the date hereof and have not been
         amended, rescinded or impaired in any way.

              (5) To the best of my knowledge, no proceedings looking toward
         liquidation or dissolution of the Mortgage Loan Seller are pending or
         contemplated.

              (6) Each person listed below currently holds the title set forth
         opposite his or her name and the signature of each such person (whether
         applied manually, by facsimile, or as an electronic signature)
         appearing below, opposite his or her name, is his or her genuine
         signature:

                         NAME            TITLE                 SIGNATURE

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

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

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

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

              (7) Each person listed above who signed, either manually or by
         facsimile signature, the Mortgage Loan Purchase Agreement, dated as of
         August 2, 2004 (the "Purchase Agreement"), between the Mortgage Loan
         Seller and GMAC Commercial Mortgage Securities, Inc. providing for the
         purchase by GMAC Commercial Mortgage Securities, Inc. from the Mortgage
         Loan Seller of the Mortgage Loans, was, at the respective times of such
         signing and delivery, duly authorized or appointed to execute

                                      C-1-1


         such documents in such capacity, and the signatures of such persons or
         facsimiles thereof appearing on such documents are their genuine
         signatures.

              Capitalized terms not otherwise defined herein have the meanings
assigned to them in the Purchase Agreement.

                  IN WITNESS WHEREOF, I have executed this Certificate as of
this ___th day of [________] 2004.


                                      ------------------------------------------
                                      [Name], [Assistant] Secretary




                                      C-1-2



                                   EXHIBIT C-2

                 FORM OF CERTIFICATE OF THE MORTGAGE LOAN SELLER

               Certificate of GMAC Commercial Mortgage Corporation

              In connection with the execution and delivery by GMAC Commercial
Mortgage Corporation (the "Mortgage Loan Seller") of, and the consummation of
the transaction contemplated by, that certain Mortgage Loan Purchase Agreement,
dated as of August 2, 2004 (the "Purchase Agreement"), between GMAC Commercial
Mortgage Securities, Inc. and the Mortgage Loan Seller, the Mortgage Loan Seller
hereby certifies that (i) the representations and warranties of the Mortgage
Loan Seller in the Purchase Agreement are true and correct in all material
respects at and as of the date hereof with the same effect as if made on the
date hereof, and (ii) the Mortgage Loan Seller has, in all material respects,
complied with all the agreements and satisfied all the conditions on its part to
be performed or satisfied at or prior to the date hereof.

              Certified this __th day of [________] 2004.

                                            GMAC COMMERCIAL MORTGAGE CORPORATION



                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:


                                     C-2-1