EXECUTION COPY MORTGAGE LOAN PURCHASE AGREEMENT

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EXECUTION COPY

MORTGAGE LOAN PURCHASE AGREEMENT

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This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and

effective as of December 18, 2003, between Morgan Stanley Mortgage Capital Inc.,

as Mortgage Loan Seller (the "Mortgage Loan Seller" or "MSMC") 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 18, 2003 (the "GMACCM Mortgage Loan Purchase Agreement"),

between the Purchaser and GMACCM, (ii) German American Capital Corporation

("GACC"), pursuant to, and for the consideration described in, the Mortgage Loan

Purchase Agreement, dated as of December 18, 2003 (the "GACC Mortgage Loan

Purchase Agreement"), between the Purchaser and GACC, (iii) Goldman Sachs

Mortgage Company ("GSMC"), pursuant to, and for the consideration described in,

the Mortgage Loan Purchase Agreement, dated as of December 18, 2003 (the "GSMC

Mortgage Loan Purchase Agreement"), between the Purchaser and GSMC and (iv)

Commerzbank AG, New York Branch ("COMBANK"), pursuant to, and for the

consideration described in, the Mortgage Loan Purchase Agreement, dated as of

December 18, 2003 (the "COMBANK Mortgage Loan Purchase Agreement"), between the

Purchaser and COMBANK. The Mortgage Loan Seller, GMACCM, GACC, GSMC and COMBANK

are collectively referred to as the "Mortgage Loan Sellers."

It is expected that the Mortgage Loans will be transferred, together with

the Other Mortgage Loans, to a trust fund (the "Trust Fund") to be formed by the

Purchaser, beneficial ownership of which will be evidenced by a series of

mortgage pass-through certificates (the "Certificates"). Certain classes of the

Certificates will be rated by Moody's Investors Service, Inc., Standard & Poor's

Ratings Services, a division of the McGraw-Hill Companies, Inc. and Fitch, Inc.

(together, the "Rating Agencies"). Certain classes of the Certificates (the

"Registered Certificates") will be registered under the Securities Act of 1933,

as amended (the "Securities Act"). The Trust Fund will be created and the

Certificates will be issued pursuant to a pooling and servicing agreement to be

dated as of December 1, 2003 (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 loan companion

paying agent, Lennar Partners, Inc., as special servicer of the Mortgage Loans

(other than the AFR/Bank of America Portfolio Loan) and the Other Mortgage Loans

(in such capacity, as applicable, the "Special Servicer"), Midland Loan

Services, Inc., as special servicer of the AFR/Bank of America Portfolio Whole

Loan (the "AFR/Bank of America Special Servicer"), LaSalle Bank National

Association, as trustee (in such capacity, 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.

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The Purchaser intends to sell the Class A-1, Class A-2, Class A-3, Class

A-4, Class B, Class C, Class D and Class E Certificates to Deutsche Bank

Securities Inc., Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated

(together, the "Underwriters"), pursuant to an underwriting agreement dated the

date hereof (the "Underwriting Agreement"). The Purchaser intends to sell the

Class S-AFR1, Class S-AFR2, Class S-AFR3 and Class S-AFR4 (collectively, the

"Class S-AFR Certificates") and the Class X-1, Class X-2, Class A-1A, Class F,

Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O and Class

P Certificates to Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Morgan

Stanley & Co. Incorporated (in such capacity, each an "Initial Purchaser"),

pursuant to a certificate purchase agreement, dated the date hereof (the

"Certificate Purchase Agreement"). The Purchaser intends to sell the Class R-I,

Class R-II and Class R-III Certificates to a Qualified Institutional Buyer (in

such capacity, an "Initial Purchaser"). The Class X-1, Class X-2, Class A-1A,

Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O,

Class P, Class S-AFR1, Class S-AFR2, Class S-AFR3, Class S-AFR4, 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 (including all the Mortgage Loan Seller's rights under the Wells Fargo

Whole Loan Interim Servicing Agreement). The purchase and sale of the Mortgage

Loans shall take place on December 18, 2003 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 2003. As of the close of business on their respective Cut-off Dates

(which Cut-off Dates may occur after the Closing Date), the Mortgage Loans will

have an aggregate principal balance (the "Aggregate Cut-off Date Balance"),

after application of all payments of principal due thereon on or before such

date, whether or not received, of $347,719,623, 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

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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 each 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

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 New York, 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

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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.

(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

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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 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 (other than the Mall

at Millenia Loan and the Wells Fargo Tower Loan (as defined in the

Prospectus Supplement)), the information set forth on pages A-14 through

A-17 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 Mall at Millenia Loan and the Wells Fargo Tower Loan (as defined

in the Prospectus Supplement)), 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 2003-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 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

Mall at Millenia Whole Loan and the Wells Fargo Tower Whole Loan (as

defined in the Prospectus Supplement) and the Mortgaged Properties 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 2003-C3 Transaction--The Mortgage Pool," "--Geographic

Concentrations of the Mortgaged Properties," "--Property Types,"

"--Prepayment or Call Protection Provided by the Mortgage Loans,"

"--Payment Terms

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of the Mortgage Loans," "Risk Factors," "Description of the Mortgage Pool,"

"Servicing of the Mortgage Loans," and "The Pooling and Servicing

Agreement," 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," and "The Pooling and Servicing

Agreement," only such portions that solely relate to the Mall at Millenia

Whole Loan and the Wells Fargo Tower 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.

(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.

(xi) 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

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the breach of, any material agreement or other instrument to which it is a

party or which is applicable to it or any of its assets.

(iii) The Purchaser has the full power and authority to enter into and

consummate all transactions contemplated by this Agreement, has duly

authorized the execution, delivery and performance of this Agreement, and

has duly executed and delivered this Agreement.

(iv) This Agreement, assuming due authorization, execution and delivery

by the Mortgage Loan Seller, constitutes a valid, legal and binding

obligation of the Purchaser, enforceable against the Purchaser in

accordance with the terms hereof, subject to (A) applicable bankruptcy,

insolvency, reorganization, moratorium and other laws affecting the

enforcement of creditors' rights generally, and (B) general principles of

equity, regardless of whether such enforcement is considered in a

proceeding in equity or at law.

(v) The Purchaser is not in violation of, and its execution and

delivery of this Agreement and its performance and compliance with the

terms of this Agreement will not constitute a violation of, any law, any

order or decree of any court or arbiter or any order, regulation or demand

of any federal, state or local governmental or regulatory authority, which

violation, in the Purchaser's good faith and reasonable judgment, is likely

to affect materially and adversely either the ability of the Purchaser to

perform its obligations under this Agreement or the financial condition of

the Purchaser.

(vi) No litigation is pending or, to the best of the Purchaser's

knowledge, threatened against the Purchaser which would prohibit the

Purchaser from entering into this Agreement or, in the Purchaser's good

faith and reasonable judgment, is likely to materially and adversely affect

either the ability of the Purchaser to perform its obligations under this

Agreement or the financial condition of the Purchaser.

(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.

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(b) Upon discovery by any of the parties hereto of a breach of any of the

representations and warranties set forth above which materially and adversely

affects the interests of the Mortgage Loan Seller, the party discovering such

breach shall give prompt written notice to the other party hereto.

SECTION 6. Repurchases.

The Mortgage Loan Seller hereby agrees to comply with Sections 2.02 and

2.03 of the Pooling and Servicing Agreement, including, but not limited to, any

obligation to repurchase or substitute Mortgage Loans in respect of any Material

Breach or Material Document Defect.

SECTION 7. Closing.

The closing of the sale of the Mortgage Loans (the "Closing") shall be held

at the offices of Mayer, Brown, Rowe & Maw LLP, 1675 Broadway, New York, New

York 10019 at 10:00 a.m., New York City time, on the Closing Date.

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

(i) All of the representations and warranties of the Mortgage Loan

Seller specified herein shall be true and correct as of the Closing Date

and the Aggregate Cut-off Date Balance shall be within the range permitted

by Section 1 of this Agreement;

(ii) All documents specified in Section 8 (the "Closing Documents"), in

such forms as are agreed upon and reasonably acceptable to the Purchaser,

shall be duly executed and delivered by all signatories as required

pursuant to the respective terms thereof;

(iii) The Mortgage Loan Seller shall have delivered and released to the

Trustee, the Purchaser or the Purchaser's designee, as the case may be, all

documents and funds required to be so delivered pursuant to Section 2;

(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.

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Both parties agree to use their best efforts to perform their respective

obligations hereunder in a manner that will enable the Purchaser to purchase the

Mortgage Loans on the Closing Date.

SECTION 8. Closing Documents.

The Closing Documents shall consist of the following:

(a) This Agreement duly executed and delivered by the Purchaser and the

Mortgage Loan Seller;

(b) An Officer's Certificate substantially in the form of Exhibit C-1

hereto, executed by the Secretary or an assistant secretary of the Mortgage

Loan Seller, and dated the Closing Date, and upon which the Purchaser and

each Underwriter may rely, attaching thereto as exhibits the organizational

documents of the Mortgage Loan Seller;

(c) A certificate of good standing regarding the Mortgage Loan Seller

from the Secretary of State for the State of New York, dated not earlier

than 30 days prior to the Closing Date;

(d) A certificate of the Mortgage Loan Seller substantially in the form

of Exhibit C-2 hereto, executed by an executive officer or authorized

signatory of the Mortgage Loan Seller and dated the Closing Date, and upon

which the Purchaser and each Underwriter may rely;

(e) Written opinions of counsel for the Mortgage Loan Seller, in a form

reasonably acceptable to counsel for the Purchaser and subject to such

reasonable assumptions and qualifications as may be requested by counsel

for the Mortgage Loan Seller and acceptable to counsel for the Purchaser,

dated the Closing Date and addressed to the Purchaser and each Underwriter;

(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

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the Prospectus Supplement, the Memorandum, the Diskette 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 or ABS Term Sheets,

when read in conjunction with the Prospectus and, in the case of the Memorandum,

when read together with the other information specified therein as being

available for review by investors) to state therein a material fact required to

be stated therein or necessary to make the statements therein, in light of the

circumstances under which they were made, not misleading; but only if and to the

extent that (i) any such untrue statement or alleged untrue statement is with

respect to information regarding the Mortgage Loans (other than the Mall at

Millenia Loan and the Wells Fargo Tower Loan (as defined in the Prospectus

Supplement)) 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 Mall at Millenia Loan and the Wells Fargo Tower 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 2003-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" 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 Mall at Millenia Whole Loan and the Wells Fargo Tower Whole Loan

(as defined in the Prospectus Supplement) and the Mortgaged Properties related

thereto contained in the Prospectus Supplement or the Memorandum under the

headings "Summary of Series 2003-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--Subordination; Allocation of Losses and

Expenses," "--P & I Servicing Advances" and "--Appraisal Reductions" 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,"

"Description of the Certificate--Subordination; Allocation of Losses and

Expenses," "--P & I Servicing Advances" and "--Appraisal Reductions" only such

portions that solely relate to the Mall at Millenia Whole Loan and the Wells

Fargo Tower 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; or (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; 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

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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.

For purposes of the foregoing, "Registration Statement" shall mean the

registration statement No. 333-107510 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 July 31,

2003, as supplemented by the prospectus supplement dated December 10, 2003 (the

"Prospectus Supplement"), relating to the Registered Certificates; "Memorandum"

shall mean the private placement memorandum dated December 10, 2003, relating to

the Non-Registered Certificates (other than the Class S-AFR Certificates);

"Computational Materials" shall have the meaning assigned thereto in the

no-action letter dated May 20, 1994 issued by the Division of Corporation

Finance of the Securities and Exchange Commission (the "Commission") to Kidder,

Peabody Acceptance Corporation I, Kidder, Peabody & Co. Incorporated and Kidder

Structured Asset Corporation and the no-action letter dated May 27, 1994 issued

by the Division of Corporation Finance of the Commission to the Public

Securities Association (together, the "Kidder Letters"); and "ABS Term Sheets"

shall have the meaning assigned thereto in the no-action letter dated February

17, 1995 issued by the Division of Corporation Finance of the Commission to the

Public Securities Association (the "PSA Letter" and, together with the Kidder

Letters, the "No-Action Letters"). The mortgage loan information and information

related thereto contained on the diskette attached to any ABS Term Sheets or

Computational Materials is referred to herein as the "Term Sheet Diskette" and

the tape provided by the Mortgage Loan Seller that was used to create the Term

Sheet Diskette is referred to herein as the "Term Sheet Master Tape." References

herein to ABS Term Sheets or Computational Materials shall include any Term

Sheet Diskette provided therewith.

(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

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defense thereof, unless (i) the indemnified party shall have employed separate

counsel in connection with the assertion of legal defenses in accordance with

the proviso to the preceding sentence (it being understood, however, that the

indemnifying party shall not be liable for the expenses of more than one

separate counsel, approved by the Purchaser and the indemnifying party,

representing all the indemnified parties under Section 9(a) who are parties to

such action), (ii) the indemnifying party shall not have employed counsel

reasonably satisfactory to the indemnified party to represent the indemnified

party within a reasonable time after notice of commencement of the action, or

(iii) the indemnifying party has authorized the employment of counsel for the

indemnified party at the expense of the indemnifying party; and except that, if

clause (i) or (iii) is applicable, such liability shall only be in respect of

the counsel referred to in such clause (i) or (iii).

(c) If the indemnification provided for in this Section 9 is due in

accordance with its terms but is for any reason held by a court to be

unavailable to an indemnified party on grounds of policy or otherwise, then the

indemnifying party, in lieu of indemnifying such indemnified party, shall

contribute to the amount paid or payable by such indemnified party as a result

of such losses, claims, damages or liabilities, in such proportion as is

appropriate to reflect the relative fault of the indemnified and indemnifying

parties in connection with the statements or omissions which resulted in such

losses, claims, damages or liabilities, as well as any other relevant equitable

considerations. The relative fault of the indemnified and indemnifying parties

shall be determined by reference to, among other things, whether the untrue or

alleged untrue statement of a material fact or the omission or alleged omission

to state a material fact relates to information supplied by such parties.

(d) The Purchaser and the Mortgage Loan Seller agree that it would not be

just and equitable if contribution pursuant to Section 9(c) were determined by

pro rata allocation or by any other method of allocation that does not take

account of the considerations referred to in Section 9(c) above. The amount paid

or payable by an indemnified party as a result of the losses, claims, damages

and liabilities referred to in this Section 9 shall be deemed to include,

subject to the limitations set forth above, any legal or other expenses

reasonably incurred by such indemnified party in connection with investigating

or defending any such action or claim, except where the indemnified party is

required to bear such expenses pursuant to this Section 9, which expenses the

indemnifying party shall pay as and when incurred, at the request of the

indemnified party, to the extent that the indemnifying party will be ultimately

obligated to pay such expenses. If any expenses so paid by the indemnifying

party are subsequently determined to not be required to be borne by the

indemnifying party hereunder, the party that received such payment shall

promptly refund the amount so paid to the party which made such payment. No

person guilty of fraudulent misrepresentation (within the meaning of Section

11(f) of the Securities Act) shall be entitled to contribution from any person

who was not guilty of such fraudulent misrepresentation.

(e) The indemnity and contribution agreements contained in this Section 9

shall remain operative and in full force and effect regardless of (i) any

termination of this Agreement, (ii) any investigation made by any indemnified

party, and (iii) acceptance of and payment for any of the Certificates.

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SECTION 10. Costs.

Costs relating to the transactions contemplated hereby shall be borne by

the respective parties hereto.

SECTION 11. Notices.

All demands, notices and communications hereunder shall be in writing and

shall be deemed to have been duly given if personally delivered to or mailed, by

registered mail, postage prepaid, by overnight mail or courier service or

transmitted by facsimile and confirmed by a similar mailed writing, if to the

Purchaser, addressed to GMAC Commercial Mortgage Securities, Inc. at 200 Witmer

Road, Horsham, Pennsylvania 19044-8015, Attention: Structured Finance Manager,

facsimile no. (215) 328-1775, with a copy to the General Counsel, GMAC

Commercial Mortgage Corporation, or such other address or facsimile number as

may hereafter be furnished to the Mortgage Loan Seller in writing by the

Purchaser; and if to the Mortgage Loan Seller, addressed to Morgan Stanley

Mortgage Capital Inc., 1585 Broadway, New York, New York 10036, Attention:

Andrew Berman, facsimile no. (212) 761-0747, with a copy to Michelle Wilke,

Esq., Morgan Stanley Mortgage Capital Inc., 1221 Avenue of the Americas, 5th

Floor, New York, New York 10020, facsimile no. (212) 762-8831 and a copy to

Patrick T. Quinn, Cadwalader, Wickersham & Taft, facsimile no. (212) 504-6666 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

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jurisdiction. To the extent permitted by applicable law, the parties hereto

waive any provision of law which prohibits or renders void or unenforceable any

provision hereof.

SECTION 15. Counterparts.

This Agreement may be executed in any number of counterparts, each of which

shall be deemed to be an original, but all of which together shall constitute

one and the same instrument.

SECTION 16. GOVERNING LAW.

THIS AGRE