[EXECUTION COPY]

                        MORTGAGE LOAN PURCHASE AGREEMENT

         This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and
effective as of December 21, 2004, between German American Capital Corporation,
as Mortgage Loan Seller (the "Mortgage Loan Seller" or "GACC") 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 (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) GMAC Commercial Mortgage Corporation
("GMACCM"), pursuant to, and for the consideration described in, the Mortgage
Loan Purchase Agreement, dated as of December 21, 2004, between the Purchaser
and GMACCM and (ii) Morgan Stanley Mortgage Capital, Inc. ("MSMC"), pursuant to,
and for the consideration described in, the Mortgage Loan Purchase Agreement,
dated as of December 21, 2004, between the Purchaser and MSMC. The Mortgage Loan
Seller, GMACCM 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 Fitch Ratings, Inc. and Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies (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 December 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 Bank N.V. 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 A-AB, Class A-5, Class X-2, Class A-J, Class B,
Class C and Class D Certificates to Morgan Stanley & Co. Incorporated, Deutsche
Bank Securities Inc., GMAC Commercial Holding Capital Markets Corp. and Goldman,
Sachs & Co. (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 E, 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
Morgan Stanley & Co. Incorporated and Deutsche Bank Securities Inc. (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 E, 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 December
21, 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 December, 2004. As of the close
of business on their respective Cut-off Dates, 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 $314,113,225.64 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 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

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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
         Maryland, 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 the execution, delivery and
         performance of this Agreement, and has duly executed and delivered this
         Agreement.

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                  (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 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

                                       4


         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, the
         information set forth between pages A-20 and A-24 inclusive of Annex A
         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 the Mortgage Loans (other
         than the Strategic Hotel Portfolio Whole Loan (as defined in the
         Prospectus Supplement)) and the Mortgaged Properties related thereto
         and/or the Mortgage Loan Seller 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) under the headings "Summary of Series 2004-C3
         Transaction--The Mortgage Pool," "--Geographic Concentrations of the
         Mortgaged Properties," "--Property Types," "--Prepayment or Call
         Protection Provided by the Mortgage Loans," "--Payment Terms of the
         Mortgage Loans," "Risk Factors," and "Description of the Mortgage Pool"
         set forth on Annex A and/or Annex B to the Prospectus Supplement and
         (to the extent it contains information consistent with that on such
         Annex A) set forth on the Diskette, does not contain any untrue
         statement of a 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. Insofar as it relates to
         the Strategic Hotel Portfolio Whole Loan (as defined in the Prospectus
         Supplement) and the Mortgaged Property related thereto 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) under the headings "Summary of
         Series 2004-C3 Transaction--The Mortgage Pool," "--Geographic
         Concentrations of the Mortgaged Properties," "--Property Types,"
         "--Prepayment or Call Protection Provided by the Mortgage Loans,"
         "--Payment Terms of the Mortgage Loans," "Risk Factors," "Description
         of the Mortgage Pool," "Servicing of the Mortgage Loans," "The Pooling
         and Servicing Agreement," and/or "Description of the Certificates" or
         set forth on Annex A and/or Annex B to the Prospectus Supplement
         (provided, that with respect to the information in Annex B, "Servicing
         of the Mortgage Loans," "The Pooling and Servicing Agreement" and
         "Description of the Certificates," only such portions that solely
         relate to the Strategic Hotel Portfolio Whole Loan) and (to the extent
         it contains information consistent with that on such Annex A) set forth
         on the Diskette, does not contain any untrue statement of a 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

                                       5


                  (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 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

                                       6


         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.

                  (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.

                                       7


         SECTION 7. Closing.

         The closing of the sale of the Mortgage Loans (the "Closing") shall be
held at the offices of Orrick, Herrington & Sutcliffe LLP, 666 Fifth Avenue, New
York, New York 10103 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;

                  (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;

                                       8


                  (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 Maryland, 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, 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;

                  (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

                                       9


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 the Mortgage Loan
Seller, the Mortgage Loans (other than the Strategic Hotel Portfolio Whole Loan
(as defined in the Prospectus Supplement)) or the Mortgaged Properties related
thereto contained in the Prospectus Supplement or the Memorandum under the
headings "Summary of Series 2004-C3 Transaction--The Mortgage Pool,"
"--Geographic Concentrations of the Mortgaged Properties," "--Property Types,"
"--Prepayment or Call Protection Provided by the Mortgage Loans," "--Payment
Terms of the Mortgage Loans," "Risk Factors," and/or "Description of the
Mortgage Pool" or contained on Annex A and/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; or (iii) any such untrue statement or alleged untrue statement or
omission or alleged omission is with respect to information regarding the
Strategic Hotel Portfolio Whole Loan (as defined in the Prospectus Supplement)
or the Mortgaged Property related thereto contained in the Prospectus Supplement
or the Memorandum under the headings "Summary of Series 2004-C3 Transaction--The
Mortgage Pool," "--Geographic Concentrations of the Mortgaged Properties,"
"--Property Types," "--Prepayment or Call Protection Provided by the Mortgage
Loans," "--Payment Terms of the Mortgage Loans," "Risk Factors," "Description of
the Mortgage Pool," "Servicing of the Mortgage Loans," "The Pooling and
Servicing Agreement," and/or "Description of the Certificates" or contained on
Annex A and/or Annex B to the Prospectus Supplement (exclusive of the Loan
Detail) (provided, that with respect to the information in Annex B, "Servicing
of the Mortgage Loans," "The Pooling and Servicing Agreement" and "Description
of the Certificates," only such portions that solely relate to the Strategic
Hotel Portfolio Whole Loan (as defined in the Prospectus Supplement), 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 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 December 7, 2004 (the "Prospectus Supplement"), relating to the
Registered Certificates; "Memorandum" shall mean the private placement
memorandum dated December 7, 2004, relating to the Non-Registered Certificates;

                                       10


"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 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

                                       11


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 payment shall
promptly refund the amount so paid to the indemnifying party. 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.

                                       12


         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 German American
Capital Corporation, 60 Wall Street, New York, New York 10005, Attention: Lainie
Kaye, facsimile no. (212) 797-4489, with a copy to Kevin Blauch, Latham &
Watkins, 885 Third Avenue, New York, New York 10022, facsimile no. (212)
751-4864 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.

         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.

                                       13


         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 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.

                                GERMAN AMERICAN CAPITAL
                                CORPORATION


                                By:_________________________________
                                Name:_______________________________
                                Title:______________________________


                                By:_________________________________
                                Name:_______________________________
                                Title:______________________________


                                GMAC COMMERCIAL MORTGAGE
                                SECURITIES, INC.


                                By:_________________________________
                                Name:   David Lazarus
                                Title: Vice President



                                      S-1




                             MORTGAGE LOAN SCHEDULE


                                    EXHIBIT A

                             MORTGAGE LOAN SCHEDULE


                            See attached spreadsheet.




                                       2



                                    EXHIBIT B

           REPRESENTATIONS AND WARRANTIES OF THE MORTGAGE LOAN SELLER

                     REGARDING THE INDIVIDUAL MORTGAGE LOANS

         With respect to each Mortgage Loan, the Mortgage Loan Seller hereby
represents and warrants, as of the date hereinbelow specified or, if no such
date is specified, as of the Closing Date, except as set forth on Schedule B-1
hereto, that:

                  1) Mortgage Loan Schedule. The information set forth in the
         Mortgage Loan Schedule is complete, true and correct in all material
         respects as of the date of this Agreement and as of the Cut-off Date.

                  2) Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan
         is a whole loan and not a participation interest in a mortgage loan.
         Immediately prior to the transfer to the Purchaser of the Mortgage
         Loans, the Seller had good title to, and was the sole owner of, each
         Mortgage Loan. The Seller has full right, power and authority to
         transfer and assign each of the Mortgage Loans to or at the direction
         of the Purchaser and has validly and effectively conveyed (or caused to
         be conveyed) to the Purchaser or its designee all of the Seller's legal
         and beneficial interest in and to the Mortgage Loans free and clear of
         any and all pledges, liens, charges, security interests and/or other
         encumbrances. The sale of the Mortgage Loans to the Purchaser or its
         designee does not require the Seller to obtain any governmental or
         regulatory approval or consent that has not been obtained.

                  3) Payment Record. No scheduled payment of principal and
         interest under any Mortgage Loan was 30 days or more past due as of the
         Cut-off Date, and no Mortgage Loan was 30 days or more delinquent in
         the twelve-month period immediately preceding the Cut-off Date.

                  4) Lien; Valid Assignment. The Mortgage related to and
         delivered in connection with each Mortgage Loan constitutes a valid
         and, subject to the exceptions set forth in paragraph 13 below,
         enforceable first priority lien upon the related Mortgaged Property,
         prior to all other liens and encumbrances, except for (a) the lien for
         current real estate taxes 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/or are referred to in the
         related lender's title insurance policy, (c) exceptions and exclusions
         specifically referred to in such lender's title insurance policy, (d)
         other matters to which like properties are commonly subject, none of
         which matters referred to in clauses (b), (c) or (d), individually or
         in the aggregate, materially interferes with the security intended to
         be provided by such Mortgage, the marketability or current use of the
         Mortgaged Property, or the current ability of the Mortgaged Property to
         generate operating income sufficient to service the Mortgage Loan debt,
         and (e) if such Mortgage Loan is cross-collateralized with any other
         Mortgage Loan, the lien of the

                                      B-1


         Mortgage for such other Mortgage Loan (the foregoing items (a) through
         (e) being herein referred to as the "Permitted Encumbrances"). The
         related assignment of such Mortgage executed and delivered in favor
         of the Trustee is in recordable form and constitutes a legal, valid and
         binding assignment, sufficient to convey to the assignee named therein
         all of the assignor's right, title and interest in, to and under such
         Mortgage. Such Mortgage, together with any separate security
         agreements, chattel mortgages or equivalent instruments, establishes
         and creates a valid and, subject to the exceptions set forth in
         paragraph 13 below, enforceable security interest in favor of the
         holder thereof in all of the related Mortgagor's personal property used
         in, and reasonably necessary to operate, the related Mortgaged
         Property. In the case of a Mortgaged Property operated as a hotel or an
         assisted living facility, the Mortgagor's personal property includes
         all personal property that a prudent mortgage lender making a similar
         Mortgage Loan would deem reasonably necessary to operate the related
         Mortgaged Property as it is currently being operated. A Uniform
         Commercial Code financing statement has been filed and/or recorded in
         all places necessary to perfect a valid security interest in such
         personal property, to the extent a security interest may be so created
         therein, and such security interest is a first priority security
         interest, subject to any prior purchase money security interest in such
         personal property and any personal property leases applicable to such
         personal property. Notwithstanding the foregoing, no representation is
         made as to the perfection 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 Uniform Commercial Code
         financing statements are required in order to effect such perfection.

                  5) Assignment of Leases and Rents. The Assignment of Leases
         related to and delivered in connection with each Mortgage Loan
         establishes and creates a valid, subsisting and, subject to the
         exceptions set forth in paragraph 13 below, enforceable first priority
         lien and first priority security interest in the related Mortgagor's
         interest in all leases, sub-leases, licenses or other agreements
         pursuant to which any person is entitled to occupy, use or possess all
         or any portion of the real property subject to the related Mortgage,
         and each assignor thereunder has the full right to assign the same. The
         related assignment of any Assignment of Leases not included in a
         Mortgage has been executed and delivered in favor of the Trustee and is
         in recordable form and constitutes a legal, valid and binding
         assignment, sufficient to convey to the assignee named therein all of
         the assignor's right, title and interest in, to and under such
         Assignment of Leases.

                  6) Mortgage Status; Waivers and Modifications. No Mortgage has
         been satisfied, cancelled, rescinded or subordinated in whole or in
         part, and the related Mortgaged Property has not been released from the
         lien of such Mortgage, in whole or in part (except for partial
         reconveyances of real property that are set forth on Schedule B-1 to
         this Exhibit B), nor has any instrument been executed that would effect
         any such satisfaction, cancellation, subordination, rescission or
         release, in any manner that, in each case, materially adversely affects
         the value of

                                      B-2


         the related Mortgaged Property. None of the terms of any Mortgage Note,
         Mortgage or Assignment of Leases has been impaired, waived, altered or
         modified in any respect, except by written instruments, all of which
         are included in the related Mortgage File.

                  7) Condition of Property; Condemnation. (i) With respect to
         the Mortgaged Properties securing the Mortgage Loans that were the
         subject of an engineering report within 18 months prior to the Cut-off
         Date as set forth on Schedule B-1 to this Exhibit B, each Mortgaged
         Property is, to the Seller's knowledge, free and clear of any damage
         (or adequate reserves therefor have been established) that would
         materially and adversely affect its value as security for the related
         Mortgage Loan, and (ii) with respect to the Mortgaged Properties
         securing the Mortgage Loans that were not the subject of an engineering
         report within 18 months prior to the Cut-off Date as set forth on
         Schedule B-1 to this Exhibit B, each Mortgaged Property is in good
         repair and condition and all building systems contained therein are in
         good working order (or adequate reserves therefor have been
         established) and each Mortgaged Property is free of structural defects,
         in each case, that would materially and adversely affect its value as
         security for the related Mortgage Loan as of the date hereof. The
         Seller has received no notice of the commencement of any proceeding for
         the condemnation of all or any material portion of any Mortgaged
         Property. To the Seller's knowledge (based on surveys and/or title
         insurance obtained in connection with the origination of the Mortgage
         Loans), as of the date of the origination of each Mortgage Loan, all of
         the material improvements on the related Mortgaged Property that were
         considered in determining the appraised value of the Mortgaged Property
         lay wholly within the boundaries and building restriction lines of such
         property, except for encroachments that are insured against by the
         lender's title insurance policy referred to herein or that do not
         materially and adversely affect the value or marketability of such
         Mortgaged Property, and no improvements on adjoining properties
         materially encroached upon such Mortgaged Property so as to materially
         and adversely affect the value or marketability of such Mortgaged
         Property, except those encroachments that are insured against by the
         Title Policy referred to herein.

                  8) Title Insurance. Each Mortgaged Property is covered by an
         American Land Title Association (or an equivalent form of) lender's
         title insurance policy or a marked-up title insurance commitment (on
         which the required premium has been paid) which evidences such title
         insurance policy (the "Title Policy") in the original principal amount
         of the related Mortgage Loan after all advances of principal. Each
         Title Policy insures that the related Mortgage is a valid first
         priority lien on such Mortgaged Property, subject only to Permitted
         Encumbrances. Each 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, and no material claims have been made
         thereunder and no claims have been paid thereunder. No holder of the
         related Mortgage has done, by act or omission, anything that would
         materially impair the coverage under such Title Policy. Immediately
         following the transfer and assignment of the related Mortgage Loan

                                      B-3


         to the Trustee, 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. To the
         Seller's knowledge, the insurer issuing such Title Policy is qualified
         to do business in the jurisdiction in which the related Mortgaged
         Property is located.

                  9) No Holdbacks. The proceeds of each Mortgage Loan have been
         fully disbursed and there is no obligation for future advances with
         respect thereto. With respect to each Mortgage Loan, any and all
         requirements as to completion of any on-site or off-site improvement
         and as to disbursements of any funds escrowed for such purpose that
         were to have been complied with on or before the Closing Date have been
         complied with, or any such funds so escrowed have not been released.

                  10) Mortgage Provisions. The Mortgage Note or Mortgage for
         each Mortgage Loan, together with applicable state law, contains
         customary and enforceable provisions (subject to the exceptions set
         forth in paragraph 13) 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.

                  11) Trustee under Deed of Trust. If any Mortgage is a deed of
         trust, (i) a trustee, duly qualified under applicable law to serve as
         such, is properly designated and serving under such Mortgage, and (ii)
         no fees or expenses are payable to such trustee by the Seller, the
         Purchaser or any transferee thereof except 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 the related Mortgage Loan.

                  12) Environmental Conditions.

                           i) With respect to the Mortgaged Properties securing
                  the Mortgage Loans that were the subject of an environmental
                  site assessment within 18 months prior to the Cut-off Date as
                  set forth on Schedule B-1 to this Exhibit B, an environmental
                  site assessment or an update of a previous such report, was
                  performed with respect to each Mortgaged Property in
                  connection with the origination or the sale of the related
                  Mortgage Loan, a report of each such assessment (or the most
                  recent assessment with respect to each Mortgaged Property) (an
                  "Environmental Report") has been delivered to the Purchaser,
                  and the Seller has no knowledge of any material and adverse
                  environmental condition or circumstance affecting any
                  Mortgaged Property that was not disclosed in such report. Each
                  Mortgage requires the related Mortgagor to comply with all
                  applicable federal, state and local environmental laws and
                  regulations. Where such assessment disclosed the existence of
                  a material and adverse environmental condition or circumstance
                  affecting any Mortgaged Property, (i) a party not related to
                  the Mortgagor was identified

                                      B-4


                  as the responsible party for such condition or circumstance
                  or (ii) environmental insurance covering such condition
                  was obtained or must be maintained until the condition
                  is remediated, or (iii) the related Mortgagor was required
                  either to provide additional security that was deemed
                  to be sufficient by the originator in light of the
                  circumstances and/or to establish an operations and
                  maintenance plan. In the case of each Mortgage Loan set forth
                  on Schedule B-1 to this Exhibit B, (i) such Mortgage Loan is
                  the subject of a Secured Creditor Impaired Property Policy,
                  issued by the issuer set forth on Schedule B-1 (the "Policy
                  Issuer") and effective as of the date thereof (the
                  "Environmental Insurance Policy"), (ii) the Environmental
                  Insurance Policy is in full force and effect, (iii)(a) a
                  property condition or engineering report was prepared with
                  respect to lead based paint ("LBP"), asbestos containing
                  materials ("ACM") and radon gas ("RG") at each related
                  Mortgaged Property, and (b) if such report disclosed the
                  existence of a material and adverse LBP, ACM or RG
                  environmental condition or circumstance affecting the related
                  Mortgaged Property, the related Mortgagor (A) was required to
                  remediate the identified condition prior to closing the
                  Mortgage Loan or provide additional security or establish with
                  the lender a reserve from loan proceeds, in an amount deemed
                  to be sufficient by the Seller, for the remediation of the
                  problem, and/or (B) agreed in the Mortgage Loan documents to
                  establish an operations and maintenance plan after the closing
                  of the Mortgage Loan, (iv) on the effective date of the
                  Environmental Insurance Policy, Seller as originator had no
                  knowledge of any material and adverse environmental condition
                  or circumstance affecting the Mortgaged Property (other than
                  the existence of LBP, ACM or RG) that was not disclosed to the
                  Policy Issuer in one or more of the following: (a) the
                  application for insurance, (b) a borrower questionnaire that
                  was provided to the Policy Issuer, or (c) an engineering or
                  other report provided to the Policy Issuer, and (v) the
                  premium of any Environmental Insurance Policy has been paid
                  through the maturity of the policy's term and the term of such
                  policy extends at least five years beyond the maturity of the
                  Mortgage Loan.

                           ii) With respect to the Mortgaged Properties securing
                  the Mortgage Loans that were not the subject of an
                  environmental site assessment within 18 months prior to the
                  Cut-off Date as set forth on Schedule B-1 to this Exhibit B,
                  (i) no Hazardous Material is present on such Mortgaged
                  Property such that (1) the value of such Mortgaged Property is
                  materially and adversely affected or (2) under applicable
                  federal, state or local law, (a) such Hazardous Material could
                  be required to be eliminated at a cost materially and
                  adversely affecting the value of the Mortgaged Property before
                  such Mortgaged Property could be altered, renovated,
                  demolished or transferred, or (b) the presence of such
                  Hazardous Material could (upon action by the appropriate
                  governmental authorities) subject the owner of such Mortgaged
                  Property, or the holders of a security interest therein, to
                  liability for the cost of eliminating such

                                      B-5


                  Hazardous Material or the hazard created thereby at a
                  cost materially and adversely affecting the value of the
                  Mortgaged Property, and (ii) such Mortgaged Property is in
                  material compliance with all applicable federal, state, and
                  local laws pertaining to Hazardous Materials or environmental
                  hazards, any noncompliance with such laws does not have a
                  material adverse effect on the value of such Mortgaged
                  Property, and neither Seller nor, to Seller's knowledge, the
                  related Mortgagor or any current tenant thereon, has received
                  any notice of violation or potential violation of any such
                  law.

                           iii) "Hazardous Materials" means gasoline, petroleum
                  products, explosives, radioactive materials, polychlorinated
                  biphenyls or related or similar materials and any other
                  substance or material as may be defined as a hazardous or
                  toxic substance by any federal, state or local environmental
                  law, ordinance, rule, regulation or order, including without
                  limitation, the Comprehensive Environmental Response,
                  Compensation and Liability Act of 1980, as amended (42 U.S.C.
                  ss.ss. 9601 et seq.), the Hazardous Materials Transportation
                  Act as amended (42 U.S.C. ss.ss. 6901 et seq.), the Federal
                  Water Pollution Control Act as amended (33 U.S.C. ss.ss. 1251
                  et seq.), the Clean Air Act (42 U.S.C. ss.ss. 1251 et seq.)
                  and any regulations promulgated pursuant thereto.

                  13) Loan Document Status. Each Mortgage Note, Mortgage and
         other agreement that evidences or secures such Mortgage Loan and was
         executed by or on behalf of the related Mortgagor 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 bankruptcy, insolvency,
         reorganization or other similar laws affecting the enforcement of
         creditors' rights generally, and by general principles of equity
         (regardless of whether such enforcement is considered in a proceeding
         in equity or at law) and there is no valid defense, counterclaim or
         right of offset or rescission available to the related Mortgagor with
         respect to such Mortgage Note, Mortgage or other agreement.

                  14) Insurance. Each Mortgaged Property is, and is required
         pursuant to the related Mortgage to be, insured by (a) a fire and
         extended perils insurance policy providing coverage against loss or
         damage sustained by reason of fire, lightning, windstorm, hail,
         explosion, riot, riot attending a strike, civil commotion, aircraft,
         vehicles and smoke, and, to the extent required as of the date of
         origination by the originator of such Mortgage Loan consistent with its
         normal commercial mortgage lending practices, against other risks
         insured against by persons operating like properties in the locality of
         the Mortgaged Property in an amount not less than the lesser of the
         principal balance of the related Mortgage Loan and the replacement cost
         of the Mortgaged Property, and contains no provisions for a deduction
         for depreciation, and not less than the amount necessary to avoid the
         operation of any co-insurance provisions with respect to

                                      B-6


         the Mortgaged Property; (b) a business interruption or rental loss
         insurance policy, in an amount at least equal to six months of
         operations of the Mortgaged Property; (c) a flood insurance policy (if
         any portion of buildings or other structures on the Mortgaged Property
         are located in an area identified by the Federal Emergency Management
         Agency as having special flood hazards and the Federal Emergency
         Management Agency requires flood insurance to be maintained); and (d) a
         comprehensive general liability insurance policy in amounts as are
         generally required by commercial mortgage lenders, and in any event not
         less than $1 million per occurrence. Such insurance policy contains a
         standard mortgagee clause that names the mortgagee as an additional
         insured in the case of liability insurance policies and as a loss payee
         in the case of property insurance policies and requires prior notice to
         the holder of the Mortgage of termination or cancellation. No such
         notice has been received, including any notice of nonpayment of
         premiums, that has not been cured. Each Mortgage obligates the related
         Mortgagor to maintain all such insurance and, upon such Mortgagor's
         failure to do so, authorizes the holder of the Mortgage to maintain
         such insurance at the Mortgagor's cost and expense and to seek
         reimbursement therefor from such Mortgagor. Each Mortgage provides that
         casualty insurance proceeds will be applied (a) to the restoration or
         repair of the related Mortgaged Property, (b) to the restoration or
         repair of the related Mortgaged Property, with any excess insurance
         proceeds after restoration or repair being paid to the Mortgagor, or
         (c) to the reduction of the principal amount of the Mortgage Loan.

                  15) Taxes and Assessments. As of the Closing Date, there are
         no delinquent or unpaid taxes, assessments (including assessments
         payable in future installments), or other outstanding charges affecting
         any Mortgaged Property that are or may become a lien of priority equal
         to or higher than the lien of the related Mortgage. For purposes of
         this representation and warranty, real property taxes and assessments
         shall not be considered unpaid until the date on which interest or
         penalties would be first 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 or insolvency or
         similar proceeding.

                  17) Leasehold Estate. Each Mortgaged Property consists of a
         fee simple estate in real estate or, if the related Mortgage Loan is
         secured in whole or in part by the interest of a Mortgagor as a lessee
         under a ground lease of a Mortgaged Property (a "Ground Lease"), by the
         related Mortgagor's interest in the Ground Lease but not by the related
         fee interest in such Mortgaged Property (the "Fee Interest"), and as to
         such Ground Leases:

                           i) Such Ground Lease or a memorandum thereof has been
                  or will be duly recorded; such Ground Lease (or the related
                  estoppel letter or lender protection agreement between the
                  Seller and related lessor) does not prohibit the current use
                  of the Mortgaged Property and does not prohibit the interest
                  of the lessee thereunder to be encumbered by the

                                       B-7


                  related Mortgage; and there has been no material change in the
                  payment terms of such Ground Lease since the origination of
                  the related Mortgage Loan, with the exception of material
                  changes reflected in written instruments that are a part of
                  the related Mortgage File;

                           ii) 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;

                           iii) 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 or if such lessor's consent
                  is required it cannot be unreasonably withheld;

                           iv) Such Ground Lease is in full force and effect,
                  and the Ground Lease provides that no material amendment to
                  such Ground Lease is binding on a mortgagee unless the
                  mortgagee has consented thereto, and the Seller has received
                  no notice that an event of default has occurred thereunder,
                  and, to the Seller's 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;

                           v) Such Ground Lease or an estoppel letter or other
                  agreement, (A) requires the lessor under such Ground Lease to
                  give notice of any default by the lessee to the holder of the
                  Mortgage; and (B) provides that no notice of termination given
                  under such Ground Lease is effective against the holder of the
                  Mortgage unless a copy of such notice has been delivered to
                  such holder and the lessor has offered or is required to enter
                  into a new lease with such holder on terms that do not
                  materially vary from the economic terms of the Ground Lease.

                           vi) A mortgagee 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;

                           vii) Such Ground Lease has an original term
                  (including any extension options set forth therein) which
                  extends not less than twenty years beyond the Stated Maturity
                  Date of the related Mortgage Loan;

                           viii) Under the terms of such Ground Lease and the
                  related Mortgage, taken together, any related insurance
                  proceeds or condemnation

                                      B-8


                  award awarded to the holder of the ground lease interest will
                  be applied either (A) to the repair or restoration of all or
                  part of the related Mortgaged Property, with the mortgagee or
                  a trustee appointed by the related Mortgage having the right
                  to hold and disburse such proceeds as the repair or
                  restoration progresses (except in such cases where a provision
                  entitling a third party to hold and disburse such proceeds
                  would not be viewed as commercially unreasonable by a prudent
                  commercial mortgage lender), or (B) to the payment of the
                  outstanding principal balance of the Mortgage Loan together
                  with any accrued interest thereon;

                           ix) Such Ground Lease does not impose any
                  restrictions on subletting which would be viewed as
                  commercially unreasonable by prudent commercial mortgage
                  lenders lending on a similar Mortgaged Property in the lending
                  area where the Mortgaged Property is located; 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 the lessee
                  thereunder for any reason, or in any manner, which would
                  materially adversely affect the security provided by the
                  related Mortgage; and

                           x) Such Ground Lease requires the Lessor to enter
                  into a new lease upon termination of such Ground Lease if the
                  Ground Lease is rejected in a bankruptcy proceeding.

                  18) Escrow Deposits. All escrow deposits and payments relating
         to each Mortgage Loan that are, as of the Closing Date, required to be
         deposited or paid have been so deposited or paid.

                  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).

                  20) [Reserved]

                  21) Advancement of Funds by the Seller. No holder of a
         Mortgage Loan has advanced funds or induced, solicited or knowingly
         received any advance of funds from a party other than the owner of the
         related Mortgaged Property, directly or indirectly, for the payment of
         any amount required by such Mortgage Loan.

                  22) No Mechanics' Liens. Each Mortgaged 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 no rights are
         outstanding that under law could give rise to any such lien that would
         be prior or equal to the lien of the related

                                      B-9


         Mortgage except, in each case, for liens insured against by the Title
         Policy referred to herein.

                  23) Compliance with Usury Laws. Each Mortgage Loan complied
         with all applicable usury laws in effect at its date of origination.

                  24) Cross-collateralization. Except as set forth on Schedule
         B-1 to this Exhibit B, no Mortgage Loan is cross-collateralized or
         cross-defaulted with any loan other than one or more other Mortgage
         Loans.

                  25) Releases of Mortgaged Property. Except as described in the
         next sentence, no Mortgage Note or Mortgage requires the mortgagee to
         release all or any material portion of the related Mortgaged Property
         that was included in the appraisal for such Mortgaged Property, and/or
         generates income from the lien of the related Mortgage except upon
         payment in full of all amounts due under the related Mortgage Loan or
         in connection with the defeasance provisions of the related Note and
         Mortgage. The Mortgages relating to those Mortgage Loans identified on
         Schedule B-1 hereto require the mortgagee to grant releases of portions
         of the related Mortgaged Properties upon (a) the satisfaction of
         certain legal and underwriting requirements and/or (b) the payment of a
         release price and prepayment consideration in connection therewith.
         Except as described in the first sentence hereof and for those Mortgage
         Loans identified on Schedule B-1 hereto, no Mortgage Loan permits the
         full or partial release or substitution of collateral unless the
         mortgagee or servicer can require the Borrower to provide an opinion of
         tax counsel to the effect that such release or substitution of
         collateral (a) would not constitute a "significant modification" of
         such Mortgage Loan within the meaning of Treas. Reg. ss.1.1001-3 and
         (b) would not cause such Mortgage Loan to fail to be a "qualified
         mortgage" within the meaning of Section 860G(a)(3)(A) of the Code.

                  26) No Equity Participation or Contingent Interest. No
         Mortgage Loan contains any equity participation by the lender or
         provides for negative amortization (except that the ARD Loan may
         provide for the accrual of interest at an increased rate after the
         Anticipated Repayment Date) or for any contingent or additional
         interest in the form of participation in the cash flow of the related
         Mortgaged Property.

                  27) No Material Default. There exists no material Event of
         Default, breach, violation or event of acceleration (and, to the
         Seller's actual knowledge, no event which, with the passage of time or
         the giving of notice, or both, would constitute any of the foregoing)
         under the documents evidencing or securing the Mortgage Loan, in any
         such case to the extent the same materially and adversely affects the
         value of the Mortgage Loan and the related Mortgaged Property;
         provided, however, that this representation and warranty does not
         address or otherwise cover any default, breach, violation or event of
         acceleration that specifically pertains to any matter otherwise covered
         by any other representation

                                      B-10


         and warranty made by the Seller in any of paragraphs 3, 7, 12, 14, 15,
         16 and 17 of this Exhibit B.

                  28) Inspections. The Seller (or if the Seller is not the
         originator, the originator of the Mortgage Loan) has inspected or
         caused to be inspected each Mortgaged Property in connection with the
         origination of the related Mortgage Loan.

                  29) Local Law Compliance. Based on due diligence considered
         reasonable by prudent commercial mortgage lenders in the lending area
         where the Mortgaged Property is located, the improvements located on or
         forming part of each Mortgaged Property comply with applicable zoning
         laws and ordinances, or constitute a legal non-conforming use or
         structure or, if any such improvement does not so comply, such
         non-compliance does not materially and adversely affect the value of
         the related Mortgaged Property, such value as determined by the
         appraisal performed at origination or in connection with the sale of
         the related Mortgage Loan by the Seller hereunder.

                  30) Junior Liens. None of the Mortgage Loans permits the
         related Mortgaged Property to be encumbered by any lien (other than a
         Permitted Encumbrance) junior to or of equal priority with the lien of
         the related Mortgage without the prior written consent of the holder
         thereof or the satisfaction of debt service coverage or similar
         criteria specified therein. The Seller has no knowledge that any of the
         Mortgaged Properties is encumbered by any lien junior to the lien of
         the related Mortgage.

                  31) Actions Concerning Mortgage Loans. To the knowledge of the
         Seller, there are no actions, suits or proceedings before any court,
         administrative agency or arbitrator concerning any Mortgage Loan,
         Mortgagor or related Mortgaged Property that might adversely affect
         title to the Mortgaged Property or the validity or enforceability of
         the related Mortgage or that might materially and adversely affect the
         value of the Mortgaged Property as security for the Mortgage Loan or
         the use for which the premises were intended.

                  32) Servicing. The servicing and collection practices used by
         the Seller or any prior holder or servicer of each Mortgage Loan have
         been in all material respects legal, proper and prudent and have met
         customary industry standards.

                  33) Licenses and Permits. To the Seller's knowledge, based on
         due diligence that it customarily performs in the origination of
         comparable mortgage loans, as of the date of origination of each
         Mortgage Loan or as of the date of the sale of the related Mortgage
         Loan by the Seller hereunder, the related Mortgagor was in possession
         of all material licenses, permits and franchises required by applicable
         law for the ownership and operation of the related Mortgaged Property
         as it was then operated.

                                      B-11


                  34) Assisted Living Facility Regulation. If the Mortgaged
         Property is operated as an assisted living facility, to the Seller's
         knowledge (a) the related Mortgagor is in compliance in all material
         respects with all federal and state laws applicable to the use and
         operation of the related Mortgaged Property, and (b) if the operator of
         the Mortgaged Property participates in Medicare or Medicaid programs,
         the facility is in compliance in all material respects with the
         requirements for participation in such programs.

                  35) Collateral in Trust. The Mortgage Note for each Mortgage
         Loan is not secured by a pledge of any collateral that has not been
         assigned to the Purchaser.

                  36) Due on Sale. Each Mortgage Loan contains a "due on sale"
         clause, which provides for the acceleration of the payment of the
         unpaid principal balance of the Mortgage Loan if, without prior written
         consent of the holder of the Mortgage, the property subject to the
         Mortgage or any material portion thereof, or a controlling interest in
         the related Mortgagor, is transferred, sold or encumbered; provided,
         however, that certain Mortgage Loans provide a mechanism for the
         assumption of the loan by a third party upon the Mortgagor's
         satisfaction of certain conditions precedent, and upon payment of a
         transfer fee, if any, or transfer of interests in the Mortgagor or
         constituent entities of the Mortgagor to a third party or parties
         related to the Mortgagor upon the Mortgagor's satisfaction of certain
         conditions precedent.

                  37) Single Purpose Entity. The Mortgagor on each Mortgage Loan
         with a Cut-off Date Principal Balance in excess of $10 million, was, as
         of the origination of the Mortgage Loan, a Single Purpose Entity. For
         this purpose, a "Single Purpose Entity" shall mean an entity, other
         than an individual, whose organizational documents provide
         substantially to the effect that it was formed or organized solely for
         the purpose of owning and operating one or more of the Mortgaged
         Properties securing the Mortgage Loans and prohibit it from engaging in
         any business unrelated to such Mortgaged Property or Properties, and
         whose organizational documents further provide, or which entity
         represented in the related Mortgage Loan documents, substantially to
         the effect that it does not have any assets other than those related to
         its interest in and operation of such Mortgaged Property or Properties
         or any indebtedness other than as permitted by the related Mortgage(s)
         or the other related Mortgage Loan documents, that it has its own books
         and records and accounts separate and apart from any other person
         (other than a Mortgagor for a Mortgage Loan that is
         cross-collateralized and cross-defaulted with the related Mortgage
         Loan), and that it holds itself out as a legal entity, separate and
         apart from any other person.

                  38) Non-Recourse Exceptions. The Mortgage Loan documents for
         each Mortgage Loan provide that such Mortgage Loan constitutes either
         (a) the recourse obligations of at least one natural person or (b) the
         non-recourse obligations of the related Mortgagor, provided that at
         least one natural person (and the Mortgagor if the Mortgagor is not a
         natural person) is liable to the holder

                                      B-12


         of the Mortgage Loan for damages arising in the case of fraud or
         willful misrepresentation by the Mortgagor, misappropriation of rents,
         insurance proceeds or condemnation awards and breaches of the
         environmental covenants in the Mortgage Loan documents.

                  39) Defeasance and Assumption Costs. The related Mortgage Loan
         Documents provide that the related borrower is responsible for the
         payment of all reasonable costs and expenses of the lender incurred in
         connection with the defeasance of such Mortgage Loan and the release of
         the related Mortgaged Property, and the borrower is required to pay all
         reasonable costs and expenses of the lender associated with the
         approval of an assumption of such Mortgage Loan.

                  40) Defeasance. No Mortgage Loan provides that it can be
         defeased until the date that is more than two years after the Closing
         Date or provides that it can be defeased with any property other than
         government securities (as defined in Section 2(a)(16) of the Investment
         Company Act of 1940, as amended) or any direct non-callable security
         issued or guaranteed as to principal or interest by the United States.

                  41) Prepayment Premiums. As of the applicable date of
         origination of each such Mortgage Loan, any prepayment premiums and
         yield maintenance charges payable under the terms of the Mortgage
         Loans, in respect of voluntary prepayments, constituted customary
         prepayment premiums and yield maintenance charges for commercial
         mortgage loans.

                  42) [Reserved]

         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 (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 monitoring practices
customarily utilized by prudent commercial or multifamily, as applicable,
mortgage lenders with respect to securitizable commercial or multifamily, as
applicable, mortgage loans, including inquiry with a representative of the loan
servicer designated as the party responsible for the knowledge of the servicer
pertaining to the 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 without any express or implied obligation to make inquiry.
All information contained in the 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, has reviewed or had possession of such document at any time. For purposes
of

                                      B-13


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 Mortgage 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, the Mortgage Loan Seller. 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.

         It is understood and agreed that the representations and warranties set
forth in this Exhibit B shall survive delivery of the respective Mortgage Files
to the Purchaser and/or the Trustee and shall inure to the benefit of the
Purchaser and its successors and assigns (including without limitation the
Trustee and the holders of the Certificates), notwithstanding any restrictive or
qualified endorsement or assignment.

                                      B-14


                            SCHEDULE B-1 TO EXHIBIT B

                  EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
                       GERMAN AMERICAN CAPITAL CORPORATION

REP. 5. ASSIGNMENT OF LEASES.

As described in the prospectus supplement, Mortgage Loan No. GA 19785, Strategic
Hotel Portfolio, secures (i) four pari passu notes in the initial total
principal amount of $175,000,000 and one of which, in the initial principal
amount of $30,000,000 is being assigned by the Mortgage Loan Seller and (ii)
four subordinate B Notes in the aggregate principal amount of $33,500,000, which
are not being assigned by the Mortgage Loan Seller.

The foregoing loan also serves as collateral for the other promissory notes
identified in this representation exception (also relevant to representation
30--junior liens). The loan is currently being serviced and administered
pursuant to the GE Commercial Mortgage Corporation Commercial Mortgage
Pass-Through Certificates Series 2004-C3 Pooling and Servicing Agreement. All of
the Mortgage Loan Seller's right, title and interest in the mortgage and other
security documents has been assigned to Wells Fargo Bank, N.A., a national
banking association, as Trustee for the registered holders of the GE Commercial
Mortgage Corporation Commercial Mortgage Pass-Through Certificates Series
2004-C3.

REP 6. MORTGAGE STATUS; WAIVERS AND MODIFICATIONS.

With respect to Mortgage Loan No. GA 19785, Strategic Hotel Portfolio, the
Mortgage Loan documents were amended after giving effect to partial amortization
to reflect (i) an A-3 Note (an asset of the Trust) in the principal amount of
$29,879,557.59, (ii) an A-1 Note in the principal amount of $50,000,000, an A-2
Note in the principal amount of $69,718,967.70 and an A-4 Note in the principal
amount of $24,899,631.32, which are pari passu in right of payment to the A-3
Note, none of which are assets of the Trust being assigned by the Mortgage Loan
Seller and (iii) four subordinate B Notes (Promissory Note B-1 in the principal
amount of $5,169,000, Promissory Note B-2 in the principal amount of
$10,831,000, Promissory Note B-3 in the principal amount of $3,509,000 and
Promissory Note B-4 in the principal amount of $13,991,000) which are not assets
of the Trust.

REP. 14. INSURANCE.

The Mortgage Loans generally permit the lender to apply sums received from
casualty and insurance proceeds first to all of its costs incurred in obtaining
those proceeds, before any such proceeds are applied in respect of the items
listed in representation 14.

Mortgage Loan No. GA 19785, Strategic Hotel Portfolio, provides that Mortgagor
is required to maintain "All Risks of Physical Loss" insurance which with
respect to windstorm insurance contains a deductible no greater than 5% of the
full replacement cost of each Property. Earthquake insurance is required for the
La Jolla property in an amount equal to twice the probable maximum loss and
$25,000,000. Terrorism insurance coverage is limited to an amount

                                      B-15


not less than that which can be purchased for a sum equal to $78,269 in any
single policy year, provided that terrorism coverage cannot exceed $114,000,000
(per occurrence) with respect to "certified" acts of terrorism and the lesser of
(a) $100,000,000 and (b) $114,000,000 (per occurrence) with respect to
"non-certified" acts of terrorism. Upon the release of any property, terrorism
insurance coverage is required in an amount equal to the lesser of (x)
$114,000,000 and (y) 150% of the greatest allocated loan amount applicable to
any Property that continues to be secured by the Mortgage.

Mortgage Loan No. DBM 20153, Imperial Office Center, contemplates that casualty
insurance proceeds of less than $250,000 shall be paid to the Mortgagor without
the express obligation to apply such proceeds to the restoration or repair of
the Mortgaged Property.

Mortgage Loan No. DBM 20579, Walgreens Richmond, requires the Mortgagor to
maintain insurance coverage that complies with Representation 14. However, if
(i) the net lease to Walgreens is in full force and effect, (ii) no default
under that lease has occurred or is continuing, and (iii) the tenant is in
compliance with all the insurance requirements contained in its lease, then,
except with respect to the right to self-insure permitted under the lease during
any time that the tenant's long-term unsecured debt is rated less than BBB by
Standard & Poor's Rating Services, or less than Baa2 by Moody's Investors
Service, Inc., such compliance will override the insurance requirements of the
Mortgage.

REP. 25. RELEASES OF MORTGAGED PROPERTY.

With respect to Mortgage Loan No. DBM 20153, Imperial Office Center, Mortgagor
has the right to obtain the release of a specific parcel of the Mortgaged
Property owned in fee. The release of such parcel is subject to the satisfaction
by Mortgagor of certain conditions precedent set forth in the Mortgage (which
conditions include compliance of the remaining Mortgaged Property with zoning
requirements, a debt service coverage ratio of the remaining property of not
less than 1.25:1.00, a stabilized occupancy rate of the remaining property of at
least 95%, a loan-to-value ratio of the remaining property of at least 78%, the
remaining property shall have at least 1,735 parking spaces, and a rating agency
confirmation of no resulting downgrade or qualification to the ratings of the
REMIC certificates). No prepayment of the Mortgage Loan is required in
connection with the release. The parcel was not attributed any value by the
Mortgage Loan Seller for underwriting purposes.

Mortgage Loan No. DBM 20569, 227 Church Street, permits a partial release of a
specific portion of the Mortgaged Property in connection with a contemplated
condemnation by the City of New Haven. The loan documents do not require an
opinion of tax counsel to the effect that such release of collateral would not
constitute a "significant modification" of such Mortgage Loan according to
Treas. Reg. Section 1.1001-3 and would not cause such Mortgage Loan to fail to
be a "qualified mortgage" within the meaning of Section 860G(a)(3)(A) of the Tax
Code. No prepayment of the Mortgage Loan is required in connection with the
release.

                                      B-16


REP. 38. NON-RECOURSE EXCEPTIONS.

With respect to Mortgage Loan No. DBM 20153, Imperial Office Center, different
guarantors (who are generally the tenants in common of the Mortgaged Property)
signed separate guaranties in connection with certain of the non-recourse
carveout events. Certain of the guarantees are limited to liability for fraud or
willful misrepresentation committed by that particular guarantor. Also, the
guarantors' liability for misappropriation for rents applies only to rents paid
more than one month in advance.

Mortgage Loan No. GA 19785, Strategic Hotel Portfolio, and Mortgage Loan No. DBM
20620, Fairfield Inn by Marriott, each is without recourse to any natural person
for damages arising in the case of each of the items enumerated in this
representation. Mortgage Loan No. DBM 20569, 227 Church Street, is without
recourse to any natural person for damages arising from breaches of the
environment covenants in the Mortgage Loan documents.

                                      B-17


                                   EXHIBIT C-1

         FORM OF CERTIFICATE OF AN OFFICER OF THE MORTGAGE LOAN SELLER

         Certificate of Officer of German American Capital Corporation (the
"Mortgage Loan Seller")

         I, _______________________, a __________________ of the Mortgage Loan
Seller, hereby certify as follows:

         The Mortgage Loan Seller is a corporation duly organized and validly
existing under the laws of the State of Maryland.

         Attached hereto as Exhibit I are true and correct copies of the
Certificate of Incorporation and By-Laws of the Mortgage Loan Seller, which
Certificate of Incorporation and By-Laws are on the date hereof, and have been
at all times in full force and effect.

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

         Each person listed below is and has been the duly elected and qualified
officer or authorized signatory of the Mortgage Loan Seller and his genuine
signature is set forth opposite his name:

Name                              Office                               Signature





         Each person listed above who signed, either manually or by facsimile
signature, the Mortgage Loan Purchase Agreement, dated as of December 21, 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 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.

                                     C-1-1



         IN WITNESS WHEREOF, the undersigned has executed this certificate as of
[____], 2004.


                                      By:______________________________________
                                         Name:
                                         Title:


         I, _____________________________, _______________________________,
hereby certify that ____________________________ is a duly elected or appointed,
as the case may be, qualified and acting _________________________ of the
Mortgage Loan Seller and that the signature appearing above is his or her
genuine signature.

                                     C-1-2



         IN WITNESS WHEREOF, the undersigned has executed this certificate as of
[_______], 2004.


                                      By:______________________________________
                                         Name:
                                         Title:





                                     C-1-3


                                   EXHIBIT C-2

                 FORM OF CERTIFICATE OF THE MORTGAGE LOAN SELLER

               Certificate of German American Capital Corporation

         In connection with the execution and delivery by German American
Capital Corporation (the "Mortgage Loan Seller") of, and the consummation of the
transaction contemplated by, that certain Mortgage Loan Purchase Agreement,
dated as of December 21, 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 ____ day of [_______], 2004.

                                      GERMAN AMERICAN CAPITAL CORPORATION


                                      By:______________________________________
                                         Name:
                                         Title:



                                      By:__________________________________
                                         Name:
                                         Title:

                                     C-2-1