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 GMAC Commercial Mortgage Corporation,

as seller (the "Mortgage Loan Seller" or "GMACCM"), and GMAC Commercial Mortgage

Securities, Inc., as purchaser (the "Purchaser").



     The Mortgage Loan Seller desires to sell, assign, transfer and otherwise

convey to the Purchaser, and the Purchaser desires to purchase, subject to the

terms and conditions set forth below, the multifamily and commercial mortgage

loans (collectively, the "Mortgage Loans") identified on the schedule annexed

hereto as Exhibit A (the "Mortgage Loan Schedule"). Certain other multifamily

and commercial mortgage loans (the "Other Mortgage Loans") will be purchased by

the Purchaser from (i) German American Capital Corporation ("GACC"), pursuant

to, and for the consideration described in, the Mortgage Loan Purchase

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

Agreement"), between the Purchaser and GACC, (ii) Morgan Stanley Mortgage

Capital, Inc. ("MSMC"), 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, (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, GACC, MSMC, 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 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 the AFR/Bank of America Portfolio Whole

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

National Association, as trustee (the "Trustee") and ABN AMRO Bank N.V., as



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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-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 each 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

$306,881,014 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

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