MORTGAGE LOAN PURCHASE AGREEMENT

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EXECUTION COPY

MORTGAGE LOAN PURCHASE AGREEMENT

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

effective as of December 18, 2003, between Goldman Sachs Mortgage Company, as

Mortgage Loan Seller (the "Mortgage Loan Seller" or "GSMC") 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, including GSMC's 50% pari passu interest in a certain

commercial mortgage loan (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) Morgan Stanley Mortgage Capital, Inc., pursuant to, and for the

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

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

Purchaser and MSMC 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, MSMC 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 companion loan

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 theAFR/Bank of America Portfolio Whole

Loan (the "AFR/Bank of America 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.

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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. 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

$254,361,761 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

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principal and interest due on the Mortgage Loans after the Cut-off Date for such

Mortgage Loans, 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

Purchaser 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 limited partnership, 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 Mortgage Loan Seller, will not violate the Mortgage

Loan Seller's organizational

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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 any Certificate or any

other similar security to any person in any manner, (B) solicited

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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 Other

Mortgage Loans or any substantial number thereof.

(ix) Insofar as it relates to the Mortgage Loans, 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 Water Tower Place Whole Loan and the 5 Houston Center Whole

Loan, as defined in the Prospectus Supplement) or 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 Water Tower Place Whole Loan and the 5

Houston Center 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

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 "Description of the

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Certificates," 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 Water Tower Place Whole Loan and the 5

Houston Center 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.

(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.

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(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.

(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.

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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 and the Purchaser 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.

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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 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

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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 Water Tower Place Whole Loan and the 5 Houston Center Whole Loan)

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 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/or

"Description of the Mortgage Pool" or contained on Annex A 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; (iii) any such untrue statement or alleged untrue statement or omission

or alleged omission is with respect to information regarding the Water Tower

Place Whole Loan and the 5 Houston Center Whole Loan or the Mortgaged Property

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" 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 Water Tower Place Whole Loan and the 5

Houston Center Whole Loan), 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 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. Notwithstanding anything to the contrary contained herein,

the parties agree that Mortgage Loan Seller shall only be obligated to indemnify

the Persons entitled to indemnification pursuant to this Section 9 for a maximum

of 50% of the indemnified liabilities (the "Maximum Percentage") incurred by any

such Person with respect to the Mortgage Loan that represents 50% of the total

portion of the Water Tower Mortgage Loan being conveyed to the Trust with the

remaining 50% being conveyed to the Trust by COMBANK. COMBANK will execute and

deliver a separate mortgage loan purchase

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agreement with respect to, among other things, its interest in the Water Tower

Mortgage Loan that it is transferring to the Trust. The failure of COMBANK to

honor its obligations under the separate mortgage loan purchase agreement

indemnification provisions shall in no event increase the liability or

obligations of Mortgage Loan Seller hereunder, and any indemnified liabilities

shall be payable on a pro rata basis by Seller (up to the Maximum Percentage)

and COMBANK.

"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

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withheld, the indemnifying party will not be liable for any legal or other

expenses subsequently incurred by such indemnified party in connection with the

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

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

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

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

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

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

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

reasonably satisfactory to the indemnified party to represent the indemnified

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

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

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

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

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

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

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

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

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

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

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

appropriate to reflect the relative fault of the indemnified and indemnifying

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

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

considerations. The relative fault of the indemnified and indemnifying parties

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

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

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

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

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

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

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

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

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

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

reasonably incurred by such indemnified party in connection with investigating

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

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

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

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

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

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

indemnifying party hereunder, the party that received such 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 Goldman Sachs

Mortgage Company, 85 Broad Street, New York, New York 10004, Attention: Samuel

Ramos, facsimile no. (212) 902-4140, with a copy to Michael Gambro, 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