AMENDMENT NO. 1 TO THE POOLING AND SERVICING AGREEMENT
This AMENDMENT NO. 1 TO THE POOLING AND SERVICING AGREEMENT (this
"Amendment"), dated as of the 7th day of September 2005, is among
GMAC
COMMERCIAL MORTGAGE SECURITIES, INC. (the "Depositor"), GMAC
COMMERCIAL MORTGAGE
CORPORATION (the "Master Servicer" and the "Serviced Whole Loan
Paying Agent"),
GMAC COMMERCIAL MORTGAGE CORPORATION (the "Special Servicer"),
LASALLE BANK
NATIONAL ASSOCIATION (the "Trustee") and ABN AMRO BANK N.V. (the
"Fiscal
Agent").
W I T N E S S E T H :
WHEREAS, the Depositor, the Master Servicer, the Serviced Whole
Loan
Paying Agent, the Special Servicer, the Trustee and the Fiscal
Agent are parties
to that certain Pooling and Servicing Agreement, dated as of June
1, 2005 (the
"Original PSA"); and
WHEREAS, the Depositor, the Master Servicer, the Serviced Whole
Loan
Paying Agent, the Special Servicer, the Trustee and the Fiscal
Agent desire to
amend the Original PSA pursuant to Section 11.01(a) thereof,
effective as of
June 1, 2005, in order to correct certain errors and/or
inconsistencies in the
definition of "Class X-2 Notional Amount" and in the definition of
"Windsor
Hospitality Portfolio Co-Lender Agreement".
NOW, THEREFORE, the parties hereto, for good and valuable
consideration, the receipt of which is hereby acknowledged, agree
as follows:
AGREEMENT
The parties hereto hereby agree as follows:
1.1 Amendment to the Definition of "Class X-2 Notional Amount". The
definition of "Class X-2 Notional Amount" contained in Section 1.01
of the
Original PSA shall be deleted and replaced in its entirety with the
following,
with effect from and after June 1, 2005:
"Class X-2 Notional Amount": The aggregate notional principal
amount on
which the Class X-2 Certificates accrue interest from time to time
which:
(i) as of any date of determination on or before the June 2006
Distribution Date, is equal to the then aggregate Uncertificated
Principal
Balances of REMIC II Regular Interests LA-1-2, LA-1A-A, LA-1A-B,
LA-1A-C,
LA-1A-D, LA-1A-E, LA-1A-F, LA-1A-G, LA-1A-H, LA-1A-I, LA-1A-J,
LA-1A-K, LA-1A-L,
LA-1A-M, LA-2-A, LA-2-B, LA-2-C, LA-2-D, LA-2-E, LA-2-F, LA-2-G,
LA-3-A, LA-3-B,
LA-4-A, LA-4-B, LA-5-A, LA-5-B, LA-5-C, LA-5-D, LA-5-E, LA-M, LA-J,
LB, LC,
LD-A, LD-B, LE-A, LE-B, LE-C, LF-A, LF-B, LF-C, LG-A, LG-B, LG-C,
LH-A, LH-B,
LJ-A, LJ-B, LK, LL-A and LL-B;
(ii) as of any date of determination after the June 2006
Distribution
Date and on or before the December 2006 Distribution Date, is equal
to the then
aggregate Uncertificated Principal
Balances of REMIC II Regular Interests LA-1A-B, LA-1A-C, LA-1A-D,
LA-1A-E,
LA-1A-F, LA-1A-G, LA-1A-H, LA-1A-I, LA-1A-J, LA-1A-K, LA-1A-L,
LA-1A-M, LA-2-B,
LA-2-C, LA-2-D, LA-2-E, LA-2-F, LA-2-G, LA-3-A, LA-3-B, LA-4-A,
LA-4-B, LA-5-A,
LA-5-B, LA-5-C, LA-5-D, LA-5-E, LA-M, LA-J, LB, LC, LD-A, LD-B,
LE-A, LE-B,
LE-C, LF-A, LF-B, LF-C, LG-A, LG-B, LG-C, LH-A, LH-B, LJ-A, LJ-B,
LK, LL-A and
LL-B;
(iii) as of any date of determination after the December 2006
Distribution Date and on or before the June 2007 Distribution Date,
is equal to
the then aggregate Uncertificated Principal Balances of REMIC II
Regular
Interests LA-1A-C, LA-1A-D, LA-1A-E, LA-1A-F, LA-1A-G, LA-1A-H,
LA-1A-I,
LA-1A-J, LA-1A-K, LA-1A-L, LA-1A-M, LA-2-C, LA-2-D, LA-2-E, LA-2-F,
LA-2-G,
LA-3-A, LA-3-B, LA-4-A, LA-4-B, LA-5-A, LA-5-B, LA-5-C, LA-5-D,
LA-5-E, LA-M,
LA-J, LB, LC, LD-A, LD-B, LE-A, LE-B, LE-C, LF-A, LF-B, LF-C, LG-A,
LG-B, LG-C,
LH-A, LH-B, LJ-A, LJ-B, LK, LL-A and LL-B;
(iv) as of any date of determination after the June 2007
Distribution
Date and on or before the December 2007 Distribution Date, is equal
to the then
aggregate Uncertificated Principal Balances of REMIC II Regular
Interests
LA-1A-D, LA-1A-E, LA-1A-F, LA-1A-G, LA-1A-H, LA-1A-I, LA-1A-J,
LA-1A-K, LA-1A-L,
LA-1A-M, LA-2-D, LA-2-E, LA-2-F, LA-2-G, LA-3-A, LA-3-B, LA-4-A,
LA-4-B, LA-5-A,
LA-5-B, LA-5-C, LA-5-D, LA-5-E,
