Common use of Depositor, Servicer and Special Servicer Not to Resign Clause in Contracts

Depositor, Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.02, none of the Depositor, the Servicer and the Special Servicer shall resign from their respective obligations and duties hereby imposed on each of them except upon (a) determination that such party's duties hereunder are no longer permissible under applicable law or (b) in the case of the Servicer, upon the appointment of, and the acceptance of such appointment by, a successor Servicer and receipt by the Trustee of written confirmation from each applicable Rating Agency that such resignation and appointment will not cause such Rating Agency to downgrade, withdraw or qualify any of the then current ratings assigned by such Rating Agency to any Class of Certificates. Only the Servicer shall be permitted to resign pursuant to clause (b) above. Any such determination permitting the resignation of the Depositor, the Servicer or the Special Servicer pursuant to clause (a) above shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect delivered to the Trustee. No such resignation by the Servicer or the Special Servicer shall become effective until the Trustee or a successor Servicer shall have assumed the Servicer's or Special Servicer's, as applicable, responsibilities and obligations in accordance with Section 7.02. Upon any termination or resignation of the Servicer hereunder, the Servicer shall have the right and opportunity to appoint any successor Servicer with respect to this Section 6.04 provided that such successor Servicer otherwise meets the requirements set forth herein. Notwithstanding the foregoing, the Servicer's right to appoint any successor shall be subject to the requirements of this paragraph. Prior to appointing any successor Servicer, the Servicer shall provide GE Capital written notice (with a copy to the Trustee) of the proposed resignation and the price to be paid to the Servicer by the successor Servicer for such appointment. Provided GE Capital satisfies the requirements under this Agreement for a successor Servicer, GE Capital shall be entitled to become the successor Servicer if within five Business Days of receipt of such notice from the Servicer, GE Capital executes and delivers to the Servicer a commitment to accept the appointment at the price proposed to be paid by the successor Servicer and within 25 days of the notice delivers to the Servicer: (a) the Rating Agency confirmations required by clause (b) above, (b) cash consideration in the amount that the successor Servicer was willing to pay to the Servicer for such appointment, and (c) an assumption in writing (with a copy to the Trustee) of the obligations of the Servicer under this Agreement; provided that GE Capital shall have an additional period of time, not to exceed 45 days following receipt of such notice from the Servicer, to deliver the Rating Agency confirmations so long as GE Capital has been using, and continues to use, its best efforts to obtain such Rating Agency confirmations and GE Capital is an acceptable master servicer to DCR and "approved" by S&P as a Servicer of commercial loans. If GE Capital fails to execute and deliver to the servicer such commitment or deliver such items within such time period, the Servicer may appoint the successor Servicer.

Depositor, Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.02, none of the Depositor, the Servicer and the Special Servicer shall resign from their respective obligations and duties hereby imposed on each of them except upon (a) determination that such party's duties hereunder are no longer permissible under applicable law or (b) in the case of the Servicer, upon the appointment of, and the acceptance of such appointment by, a successor Servicer or Special Servicer, as applicable, and receipt by the Trustee of written confirmation from each applicable Rating Agency that such resignation and appointment will not cause such Rating Agency to downgrade, withdraw or qualify any of the then current ratings assigned by such Rating Agency to any Class of Certificates. Only the Servicer shall be permitted to resign pursuant to clause (b) above. Any such determination permitting the resignation of the Depositor, the Servicer or the Special Servicer pursuant to clause (a) above shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect delivered to the Trustee. No such resignation by the Servicer or the Special Servicer shall become effective until the Trustee or a successor Servicer shall have assumed the Servicer's or Special Servicer's, as applicable, responsibilities and obligations in accordance with Section 7.02. Upon any termination or resignation of the Servicer hereunder, the Servicer shall have the right and opportunity to appoint any successor Servicer with respect to this Section 6.04 provided 6.04, provided, that such successor Servicer otherwise meets the requirements set forth herein. Notwithstanding the foregoing, the Servicer's right to appoint any successor shall be subject to the requirements of this paragraph. Prior to appointing any successor Servicer, the Servicer shall provide GE Capital ___________________________ written notice (with a copy to the Trustee) of the proposed resignation and the price to be paid to the Servicer by the successor Servicer for such appointment. Provided GE Capital ___________________________ satisfies the requirements under this Agreement for a successor Servicer, GE Capital ___________________________ shall be entitled to become the successor Servicer if within five Business Days of receipt of such notice from the Servicer, GE Capital ___________________________ executes and delivers to the Servicer a commitment to accept the appointment at the price proposed to be paid by the successor Servicer and within 25 days of the notice delivers to the Servicer: (a) the Rating Agency confirmations required by clause (b) above, (b) cash consideration in the amount that the successor Servicer was willing to pay to the Servicer for such appointment, and (c) an assumption in writing (with a copy to the Trustee) of the obligations of the Servicer under this Agreement; provided provided, that GE Capital ___________________________ shall have an additional period of time, not to exceed 45 days following receipt of such notice from the Servicer, to deliver the Rating Agency confirmations so long as GE Capital ___________________________ has been using, and continues to use, its best efforts to obtain such Rating Agency confirmations and GE Capital ___________________________ is an acceptable master servicer Servicer to DCR and "approved" by S&P as a Servicer of commercial loans. If GE Capital ___________________________ fails to execute and deliver to the servicer such commitment or deliver such items within such time period, the Servicer may appoint the successor Servicer.

Depositor, Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.02, none of the Depositor, the Servicer and the Special Servicer shall resign from their respective obligations and duties hereby imposed on each of them except upon (a) determination that such party's duties hereunder are no longer permissible under applicable law or (b) in the case of the Servicer, upon the appointment of, and the acceptance of such appointment by, a successor Servicer and receipt by the Trustee of written confirmation from each applicable Rating Agency that such resignation and appointment will not cause such Rating Agency to downgrade, withdraw or qualify any of the then current ratings assigned by such Rating Agency to any Class of Certificates. Only the Servicer shall be permitted to resign pursuant to clause (b) above. Any such determination permitting the resignation of the Depositor, the Servicer or the Special Servicer pursuant to clause (a) above shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect delivered to the Trustee. No such resignation by the Servicer or the Special Servicer shall become effective until the Trustee or a successor Servicer shall have assumed the Servicer's or Special Servicer's, as applicable, responsibilities and obligations in accordance with Section 7.02. Upon any termination or resignation of the Servicer hereunder, the Servicer shall have the right and opportunity to appoint any successor Servicer with respect to this Section 6.04 provided 6.04, provided, that such successor Servicer otherwise meets the requirements set forth herein. Notwithstanding the foregoing, the Servicer's right to appoint any successor shall be subject to the requirements of this paragraph. Prior to appointing any successor Servicer, the Servicer shall provide GE Capital ___________________________ written notice (with a copy to the Trustee) of the proposed resignation and the price to be paid to the Servicer by the successor Servicer for such appointment. Provided GE Capital ___________________________ satisfies the requirements under this Agreement for a successor Servicer, GE Capital ___________________________ shall be entitled to become the successor Servicer if within five Business Days of receipt of such notice from the Servicer, GE Capital ___________________________ executes and delivers to the Servicer a commitment to accept the appointment at the price proposed to be paid by the successor Servicer and within 25 days of the notice delivers to the Servicer: (a) the Rating Agency confirmations required by clause (b) above, (b) cash consideration in the amount that the successor Servicer was willing to pay to the Servicer for such appointment, and (c) an assumption in writing (with a copy to the Trustee) of the obligations of the Servicer under this Agreement; provided provided, that GE Capital ___________________________ shall have an additional period of time, not to exceed 45 days following receipt of such notice from the Servicer, to deliver the Rating Agency confirmations so long as GE Capital ___________________________ has been using, and continues to use, its best efforts to obtain such Rating Agency confirmations and GE Capital ___________________________ is an acceptable master servicer to DCR and "approved" by S&P as a Servicer of commercial loans. If GE Capital ___________________________ fails to execute and deliver to the servicer such commitment or deliver such items within such time period, the Servicer may appoint the successor Servicer.

Depositor, Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.02, none of the Depositor, the Servicer and the Special Servicer shall resign from their respective obligations and duties hereby imposed on each of them except upon (a) determination that such party's duties hereunder are no longer permissible under applicable law or (b) in the case of the Servicer, upon the appointment of, and the acceptance of such appointment by, a successor Servicer and receipt by the Trustee of written confirmation from each applicable Rating Agency that such resignation and appointment will not cause such Rating Agency to downgrade, withdraw or qualify any of the then current ratings assigned by such Rating Agency to any Class of Certificates. Only the Servicer shall be permitted to resign pursuant to clause (b) above. Any such determination permitting the resignation of the Depositor, the Servicer or the Special Servicer pursuant to clause (a) above shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect delivered to the Trustee. Notwithstanding anything set forth herein to the contrary, [_______________________] may transfer and assign its rights and obligations hereunder to an affiliate of [_______________________], provided, that [_______________________] receives written confirmation from each Rating Agency that such assignment will not, in and of itself, cause the downgrading, withdrawal or qualification of any of the ratings on any Class of Certificates then-rated by the Rating Agencies. No such resignation by the Servicer or the Special Servicer shall become effective until the Trustee or a successor Servicer shall have assumed the Servicer's or Special Servicer's, as applicable, responsibilities and obligations in accordance with Section 7.02. Upon any termination or resignation of the Servicer hereunder, the Servicer shall have the right and opportunity to appoint any successor Servicer with respect to this Section 6.04 provided that such successor Servicer otherwise meets the requirements set forth herein. Notwithstanding the foregoing, the Servicer's right to appoint any successor shall be subject to the requirements of this paragraph. Prior to appointing any successor Servicer, the Servicer shall provide GE Capital written notice (with a copy to the Trustee) of the proposed resignation and the price to be paid to the Servicer by the successor Servicer for such appointment. Provided GE Capital satisfies the requirements under this Agreement for a successor Servicer, GE Capital shall be entitled to become the successor Servicer if within five Business Days of receipt of such notice from the Servicer, GE Capital executes and delivers to the Servicer a commitment to accept the appointment at the price proposed to be paid by the successor Servicer and within 25 days of the notice delivers to the Servicer: (a) the Rating Agency confirmations required by clause (b) above, (b) cash consideration in the amount that the successor Servicer was willing to pay to the Servicer for such appointment, and (c) an assumption in writing (with a copy to the Trustee) of the obligations of the Servicer under this Agreement; provided that GE Capital shall have an additional period of time, not to exceed 45 days following receipt of such notice from the Servicer, to deliver the Rating Agency confirmations so long as GE Capital has been using, and continues to use, its best efforts to obtain such Rating Agency confirmations and GE Capital is an acceptable master servicer to DCR and "approved" by S&P as a Servicer of commercial loans. If GE Capital fails to execute and deliver to the servicer such commitment or deliver such items within such time period, the Servicer may appoint the successor Servicer.

Depositor, Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.02, none of the Depositor, the Servicer and the Special Servicer shall resign from their respective obligations and duties hereby imposed on each of them except upon (a) determination that such party's duties hereunder are no longer permissible under applicable law or (b) in the case of the Servicer, upon the appointment of, and the acceptance of such appointment by, a successor Servicer and receipt by the Trustee of written confirmation from each applicable Rating Agency that such resignation and appointment will not cause such Rating Agency to downgrade, withdraw or qualify any of the then current ratings assigned by such Rating Agency to any Class of Certificates. Only the Servicer shall be permitted to resign pursuant to clause (b) above. Any such determination permitting the resignation of the Depositor, the Servicer or the Special Servicer pursuant to clause (a) above shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect delivered to the Trustee. No such resignation by the Servicer or the Special Servicer shall become effective until the Trustee or a successor Servicer shall have assumed the Servicer's or Special Servicer's, as applicable, responsibilities and obligations in accordance with Section 7.02. Upon any termination or resignation of the Servicer hereunder, the Servicer shall have the right and opportunity to appoint any successor Servicer with respect to this Section 6.04 provided that such successor Servicer otherwise meets the requirements set forth herein. Notwithstanding the foregoing, the Servicer's right to appoint any successor shall be subject to the requirements of this paragraph. Prior to appointing any successor Servicer, the Servicer shall provide GE Capital Chase written notice (with a copy to the Trustee) of the proposed resignation and the price to be paid to the Servicer by the successor Servicer for such appointment. Provided GE Capital Chase satisfies the requirements under this Agreement for a successor Servicer, GE Capital Chase shall be entitled to become the successor Servicer if within five Business Days of receipt of such notice from the Servicer, GE Capital Chase executes and delivers to the Servicer a commitment to accept the appointment at the price proposed to be paid by the successor Servicer and within 25 days of the notice delivers to the Servicer: (a) the Rating Agency confirmations required by clause (b) above, (b) cash consideration in the amount that the successor Servicer was willing to pay to the Servicer for such appointment, and (c) an assumption in writing (with a copy to the Trustee) of the obligations of the Servicer under this Agreement; provided that GE Capital Chase shall have an additional period of time, not to exceed 45 days following receipt of such notice from the Servicer, to deliver the Rating Agency confirmations so long as GE Capital Chase has been using, and continues to use, its best efforts to obtain such Rating Agency confirmations and GE Capital Chase is an acceptable or approved master servicer to DCR and "approved" by S&P the Rating Agencies as a Servicer of commercial loans. If GE Capital Chase fails to execute and deliver to the servicer such commitment or deliver such items within such time period, the Servicer may appoint the successor Servicer.