Exhibit 99.7
ASSIGNMENT AGREEMENT
This ASSIGNMENT AGREEMENT is made on August 21, 1998 by Restructured Asset
Certificates with Enhanced Returns, Series 1998-ML Trust, a New York trust ("ML
Trust"), to GMAC Commercial Mortgage Securities, Inc., a Delaware corporation
(the "Depositor").
WHEREAS, GMAC Commercial Mortgage Corporation ("GMACCM") sold certain
mortgage loans (the "Mortgage Loans") to ML Trust pursuant to a certain Mortgage
Loan Purchase Agreement (the "ML Trust Purchase Agreement"), dated as of June
30, 1998.
WHEREAS, ML Trust intends to sell the Mortgage Loans to the Depositor and
the Depositor intends to transfer the Mortgage Loans, together with other
multifamily and commercial mortgage loans to a trust fund (the "Trust Fund") to
be formed by the Depositor, beneficial ownership of which will be evidenced by a
series of mortgage pass-through certificates (the "Certificates"). The Trust
Fund will be created and the Certificates will be issued pursuant to a pooling
and servicing agreement to be dated as of August 1, 1998 (the "Pooling and
Servicing Agreement"), among the Depositor as depositor, GMACCM as master
servicer and special servicer, LaSalle National Bank as trustee (in such
capacity, 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.
WHEREAS, GMACCM and ML Trust, in connection with the transactions described
above, entered into a Supplemental Agreement, dated as of August __, 1998 (the
"Supplemental Agreement"), which amended and supplemented certain of the
provisions of the ML Trust Purchase Agreement as they relate to the Mortgage
Loans in order to facilitate such transactions.
WHEREAS, as a condition precedent to the consummation of the transactions
described above, including, without limitation, the receipt by ML Trust of a
ratable portion of the proceeds of the sale of the Certificates, it is required
that ML Trust assign to the Depositor all of ML Trust's right, title and
interest in and to the Supplemental Agreement.
NOW, THEREFORE, ML Trust, for and in consideration of good and valuable
consideration, does hereby assign to the Depositor all of ML Trust's right,
title and interest in and to the Supplemental Agreement.
IN WITNESS WHEREOF, ML Trust and the Depositor have caused their names to
be signed hereto by their respective officers thereunto duly authorized as of
the day and year first written above.
RESTRUCTURED ASSET CERTIFICATES WITH
ENHANCED RETURNS, SERIES 1998-ML TRUST
By: LaSalle National Bank, not in its individual
capacity, but solely as trustee under the
trust agreement, dated as of June 26, 1998,
as amended and restated, between Xxxxxx Xxx
Inc., as sponsor, and LaSalle National Bank,
as trustee.
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
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Title: First Vice President
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GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
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Title: Vice President
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Acknowledged By:
GMAC COMMERCIAL MORTGAGE CORPORATION
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
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Title: Vice President
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S-1 1998-C2 ML Trust Assignment
