Amendment No. 1 to Pooling and Servicing Agreement among GMAC Commercial Mortgage Securities, Inc., GMAC Commercial Mortgage Corporation, LaSalle Bank National Association, and ABN AMRO Bank N.V.

  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, 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 and LL-B; (v) as of any date of determination after the December 2007 Distribution Date and on or before the June 2008 Distribution Date, is equal to the then aggregate Uncertificated Principal Balances of REMIC II Regular Interests 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-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 and LJ-B; (vi) as of any date of determination after the June 2008 Distribution Date and on or before the December 2008 Distribution Date, is equal to the then aggregate Uncertificated Principal Balances of REMIC II Regular Interests 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-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 and LH-B; (vii) as of any date of determination after the December 2008 Distribution Date and on or before the June 2009 Distribution Date, is equal to the then aggregate Uncertificated Principal Balances of REMIC II Regular Interests LA-1A-G, LA-1A-H, LA-1A-I, LA-1A-J, LA-1A-K, LA-1A-L, LA-1A-M, 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-B and LG-C; (viii) as of any date of determination after the June 2009 Distribution Date and on or before the December 2009 Distribution Date, is equal to the then aggregate Uncertificated Principal Balances of REMIC II Regular Interests LA-1A-H, LA-1A-I, LA-1A-J, LA-1A-K, LA-1A-L, LA-1A-M,  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 and LG-C; (ix) as of any date of determination after the December 2009 Distribution Date and on or before the June 2010 Distribution Date, is equal to the then aggregate Uncertificated Principal Balances of REMIC II Regular Interests LA-1A-I, LA-1A-J, LA-1A-K, LA-1A-L, LA-1A-M, 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-B and LF-C; (x) as of any date of determination after the June 2010 Distribution Date and on or before the December 2010 Distribution Date, is equal to the then aggregate Uncertificated Principal Balances of REMIC II Regular Interests LA-1A-J, LA-1A-K, LA-1A-L, LA-1A-M, 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 and LF-C; (xi) as of any date of determination after the December 2010 Distribution Date and on or before the June 2011 Distribution Date, is equal to the then aggregate Uncertificated Principal Balances of REMIC II Regular Interests LA-1A-K, LA-1A-L, LA-1A-M, LA-5-C, LA-5-D, LA-5-E, LA-M, LA-J, LB, LC, LD-A, LD-B, LE-B and LE-C; (xii) as of any date of determination after the June 2011 Distribution Date and on or before the December 2011 Distribution Date, is equal to the then aggregate Uncertificated Principal Balances of REMIC II Regular Interests LA-1A-L, LA-1A-M, LA-5-D, LA-5-E, LA-M, LA-J, LB, LC, LD-A, LD-B and LE- C; (xiii) as of any date of determination after the December 2011 Distribution Date and on or before the June 2012 Distribution Date, is equal to the then aggregate Uncertificated Principal Balances of REMIC II Regular Interests LA-1A-M, LA-5-E, LA-M, LA-J, LB, LC and LD-B; and (xiv) with respect to any Distribution Date occurring after the Distribution Date in June 2012, is equal to zero. 1.2 Amendment to the Definition of "Windsor Hospitality Portfolio Co-Lender Agreement". The definition of "Windsor Hospitality Portfolio Co-Lender Agreement" contained in Section 1.01 of the Original PSA shall be amended by replacing the date "June 16" occurring therein with the date "May 19". 1.3 Entire Agreement. The Original PSA, as amended by this Amendment, sets forth the entire agreement and understanding of the parties relating to the subject matter herein and therein and merges all prior discussions between them. All references to "this Agreement" in the Original PSA or other references to the Original PSA in any other document, instrument, agreement or writing shall be deemed to refer to the Original PSA as amended by this Amendment. 1.4 No Other Modification. Unless otherwise expressly provided in this Amendment, all capitalized terms used herein shall have the meanings set forth in the Original PSA. Except as specifically set forth in this Amendment, the terms of the Original PSA shall remain in full force and effect.  1.5 Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.  IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized, as of the date first above written. GMAC COMMERCIAL MORTGAGE SECURITIES, INC., Depositor By:/s/ David Lazarus ----------------- Name: Title: GMAC COMMERCIAL MORTGAGE CORPORATION, Master Servicer and Serviced Whole Loan Paying Agent By:/s/ David Lazarus ----------------- Name: Title: GMAC COMMERCIAL MORTGAGE CORPORATION, Special Servicer By:/s/ David Lazarus ----------------- Name: Title:  LASALLE BANK NATIONAL ASSOCIATION, Trustee By:/s/ Ann M. Kelly ---------------- Name: Ann M. Kelly Title: Assistant Vice President ABN AMRO BANK N.V., Fiscal Agent By:/s/ Barbara L. Marik -------------------- Name: Barbara L. Marik Title: First Vice President By:/s/ Cynthia Reis ---------------- Name: Cynthia Reis Title: Sr. Vice President [Signature Page to Amendment No. 1 to Pooling and Servicing Agreement]