FIRST AMENDMENT
to
MORTGAGE LOAN PURCHASE AGREEMENT
This First Amendment to the Mortgage Loan Purchase Agreement,
dated as of August 21, 1998 (this "Amendment"), is by and between GMAC
Commercial Mortgage Securities, Inc., a Delaware corporation, as purchaser
(the "Purchaser"), and GMAC Commercial Mortgage Corporation, a California
corporation, as seller (the "Seller").
R E C I T A L S
WHEREAS, each of the Seller and the Purchaser is a party to that
certain Mortage Loan Purchase Agreement, dated as of August 21, 1998 (the
"Mortgage Loan Purchase Agreement").
WHEREAS, the amount of the Aggregate Cut-off Date Balance was
incorrectly set forth in the Mortgage Loan Purchase Agreement.
WHEREAS, the parties hereto desire to correct such mistake by
amending the Mortgage Loan Purchase Agreement as set forth herein.
THEREFORE, each of the parties hereto hereby agrees as follows:
SECTION 1. DEFINITIONS. Capitalized terms used in the Amendment and
not otherwise defined herein shall have the meanings assigned thereto in the
Mortgage Loan Purchase Agreement.
SECTION 2. AMENDMENT. Section 1 of the Mortgage Loan Purchase
Agreement shall be, and hereby is, amended such that the "Aggregate Cut-off
Date Balance" is $456,372,670.69.
SECTION 3. MISCELLANEOUS PROVISIONS.
SECTION 3.1. Reaffirmation. As hereby amended, the Mortgage
Loan Purchase Agreement is hereby ratified and reaffirmed by each of
the parties thereto.
SECTION 3.2. Captions. The various captions in this
Amendment are included for convenience only and shall not affect the
meaning or interpretation of any provision of this Amendment.
SECTION 3.3. GOVERNING LAW. THIS AMENDMENT AND THE
RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES
HERETO SHALL BE GOVERNED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF
LAW PRINCIPLES EXCEPT THAT THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5- 1401 OF THE NEW YORK GENERAL OBLIGATIONS
SHALL APPLY TO THIS AGREEMENT.
SECTION 3.4. Execution in Counterparts. This Amendment
may be executed in any number of counterparts and by the different
parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when
taken together shall constitute one and the same Amendment.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their respective officers thereunto duly authorized on November
3, 1998.
GMAC COMMERCIAL MORTGAGE
CORPORATION, as Seller
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
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Title: Vice President
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GMAC COMMERCIAL MORTGAGE
SECURITIES, INC., as Purchaser
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
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Title: Vice President
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