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

Servicer and Special Servicer Not to Resign. (a) Each of the Servicer and Special Servicer may resign and assign its respective rights and delegate its duties and obligations under this Agreement to any Person or to an entity, provided that: (i) the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing institution having a net worth of not less than $25,000,000 organized and doing business under the laws of the United States or of any state of the United States or the District of Columbia, authorized under such laws to perform the duties of the Servicer or Special Servicer, as the case may be, (B) shall execute and deliver to the Trustee an agreement in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the performance and observance of each covenant and condition to be performed or observed by the Servicer or Special Servicer, as the case may be, under this Agreement from and after the date of such agreement; provided, however that to the extent such agreement modifies in any respect any of the covenants, terms or conditions in this Agreement to be performed by the Servicer or Special Servicer, as the case may be, such agreement shall be subject to the approval of the Trustee, such approval not to be unreasonably withheld, and (C) shall make such representations and warranties of the Servicer or Special Servicer, as the case may be, as provided in Section 2.4 and Section 2.5; (ii) Rating Agency Confirmation has been received; (iii) the Servicer or Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose prior to the effective date of such assignment and delegation under this Section 6.6(a); (iv) the rate at which the Servicing Fee or Special Servicing Fee, as applicable (or any component thereof) is calculated shall not exceed the rate then in effect; and (v) the Servicer or Special Servicer, as the case may be, shall reimburse the Trustee, the Certificate Administrator, the Trust and the Rating Agency for any expenses of such assignment, sale or transfer. Any attempted resignation and assignment shall be void, unless such resignation and assignment satisfies the conditions set forth above. Upon satisfaction of the foregoing requirements and acceptance of such assignment, such Person shall be the successor Servicer or Special Servicer, as the case may be, hereunder. (b) Other than as set forth in Section 6.2 and Section 6.6(a), none of the Servicer and the Special Servicer shall resign from its obligations and duties hereby imposed on it, except upon determination that performance of its duties hereunder is no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer, as the case may be, shall be evidenced by an Opinion of Counsel delivered to the Trustee and the Depositor. No resignation by the Servicer or the Special Servicer, as applicable, under this Agreement shall become effective until a successor Servicer or Special Servicer, as applicable, shall have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement in accordance with Section 7.2. Notwithstanding the previous sentence, each of the Servicer or Special Servicer may assign its duties and obligations under this Agreement under certain limited circumstances as described herein. (c) In the event the Special Servicer becomes a Borrower Related Party, the Special Servicer shall provide notice to each of the other parties to this Agreement of such event and resign as Special Servicer and use reasonable efforts to replace itself with a special servicer that is a Qualified Servicer, subject to the satisfaction of the conditions set forth in the proviso to Section 6.6(a) and the agreement of a proposed successor to accept the same or lower compensation; provided that if no such appointment is made within thirty (30) days of the Special Servicer becoming a Borrower Related Party, such failure shall be deemed a Special Servicer Termination Event and the Trustee shall promptly deliver written notice to the Special Servicer of the Special Servicer’s failure to perform the foregoing obligation. Prior to the occurrence and continuance of a Control Termination Event, the Controlling Class Representative will be entitled to appoint (and replace with or without cause) a successor special servicer that is a Qualified Replacement Special Servicer and not a Borrower Related Party in accordance with the terms herein, unless the Controlling Class Representative is a Borrower Related Party. At any time after the occurrence and during the continuance of a Control Termination Event or if the Controlling Class Representative is a Borrower Related Party, the resigning Special Servicer will be required to use reasonable efforts to appoint a successor special servicer that is a Qualified Replacement Special Servicer and not a Borrower Related Party in accordance with the terms herein and shall, at the expense of the Trust, petition any court of competent jurisdiction for the appointment of a successor special servicer if one is not appointed within 60 days.

Servicer and Special Servicer Not to Resign. (a) Each of the Servicer and Special Servicer may resign and assign its respective rights and delegate its duties and obligations under this Agreement to any Person or to an entity, provided that: (i) the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing institution having a net worth of not less than $25,000,000 organized and doing business under the laws of the United States or of any state of the United States or the District of Columbia, authorized under such laws to perform the duties of the Servicer or Special Servicer, as the case may be, (B) shall execute and deliver to the Trustee an agreement in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the performance and observance of each covenant and condition to be performed or observed by the Servicer or Special Servicer, as the case may be, under this Agreement from and after the date of such agreement; provided, however that to the extent such agreement modifies in any respect any of the covenants, terms or conditions in this Agreement to be performed by the Servicer or Special Servicer, as the case may be, such agreement shall be subject to the approval of the Trustee, such approval not to be unreasonably withheld, and (C) shall make such representations and warranties of the Servicer or Special Servicer, as the case may be, as provided in Section 2.4 and Section 2.5; (ii) Rating Agency Confirmation has been received; (iii) the Servicer or Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose prior to the effective date of such assignment and delegation under this Section 6.6(a); (iv) the rate at which the Servicing Fee or Special Servicing Fee, as applicable (or any component thereof) is calculated shall not exceed the rate then in effect; and (v) the Servicer or Special Servicer, as the case may be, shall reimburse the Trustee, the Certificate Administrator, the Trust Trust, and the Rating Agency Agencies for any expenses of such assignment, sale or transfer. Any attempted resignation and assignment shall be void, unless such resignation and assignment satisfies the conditions set forth above. Upon satisfaction of the foregoing requirements and acceptance of such assignment, such Person shall be the successor Servicer or Special Servicer, as the case may be, hereunder. (b) Other than as set forth in Section Sections 6.2 and Section 6.6(a), none of the Servicer and the Special Servicer shall resign from its obligations and duties hereby imposed on it, except upon determination that performance of its duties hereunder is no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer, as the case may be, shall be evidenced by an Opinion of Counsel delivered to the Trustee and the Depositor. No resignation by the Servicer or the Special Servicer, as applicable, under this Agreement shall become effective until a successor Servicer or Special Servicer, as applicable, shall have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement in accordance with Section 7.2. Notwithstanding the previous sentence, each of the Servicer or Special Servicer may assign its duties and obligations under this Agreement under certain limited circumstances as described herein. (c) In the event the Special Servicer becomes a Borrower Related Party, the Special Servicer shall provide notice to each of the other parties to this Agreement of such event and resign as Special Servicer and use reasonable efforts to replace itself with a special servicer that is a Qualified Servicer, subject to the satisfaction of the conditions set forth in the proviso to Section 6.6(a) and the agreement of a proposed successor to accept the same or lower compensation; provided that if no such appointment is made within thirty (30) days of the Special Servicer becoming a Borrower Related PartyAffiliate, such failure shall be deemed a Special Servicer Termination Event and the Trustee shall promptly deliver written notice to the Special Servicer of the Special Servicer’s failure to perform the foregoing obligation. Prior to the occurrence and continuance of a Control Termination Event, the Controlling Class Representative will be entitled to appoint (and replace with or without cause) a successor special servicer that is a Qualified Replacement Special Servicer and not a Borrower Related Party in accordance with the terms herein, unless the Controlling Class Representative is a Borrower Related Party. At any time after the occurrence and during the continuance of a Control Termination Event or if the Controlling Class Representative is a Borrower Related Party, the resigning Special Servicer will be required to use reasonable efforts to appoint a successor special servicer that is a Qualified Replacement Special Servicer and not a Borrower Related Party in accordance with the terms herein and shall, at the expense of the Trust, petition any court of competent jurisdiction for the appointment of a successor special servicer if one is not appointed within 60 days.

Servicer and Special Servicer Not to Resign. (a) Each of the Servicer and Special Servicer may resign and assign its respective rights and delegate its duties and obligations under this Agreement to any Person or to an entity, provided that: (i) the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing institution having a net worth of not less than $25,000,000 organized and doing business under the laws of the United States or of any state of the United States or the District of Columbia, authorized under such laws to perform the duties of the Servicer or Special Servicer, as the case may be, (B) shall execute and deliver to the Trustee an agreement in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the performance and observance of each covenant and condition to be performed or observed by the Servicer or Special Servicer, as the case may be, under this Agreement from and after the date of such agreement; provided, however that to the extent such agreement modifies in any respect any of the covenants, terms or conditions in this Agreement to be performed by the Servicer or Special Servicer, as the case may be, such agreement shall be subject to the approval of the Trustee, such approval not to be unreasonably withheld, and (C) shall make such representations and warranties of the Servicer or Special Servicer, as the case may be, as provided in Section 2.4 and Section 2.5; (ii) Rating Agency Confirmation has been received; (iii) the Servicer or Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose prior to the effective date of such assignment and delegation under this Section 6.6(a); (iv) the rate at which the Servicing Fee or Special Servicing Fee, as applicable (or any component thereof) is calculated shall not exceed the rate then in effect; and (v) the Servicer or Special Servicer, as the case may be, shall reimburse the Trustee, the Certificate Administrator, the Trust Trust, and the Rating Agency Agencies for any expenses of such assignment, sale or transfer. Any attempted resignation and assignment shall be void, unless such resignation and assignment satisfies the conditions set forth above. Upon satisfaction of the foregoing requirements and acceptance of such assignment, such Person shall be the successor Servicer or Special Servicer, as the case may be, hereunder. (b) Other than as set forth in Section Sections 6.2 and Section 6.6(a), none of the Servicer and the Special Servicer shall resign from its obligations and duties hereby imposed on it, except upon determination that performance of its duties hereunder is no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer, as the case may be, shall be evidenced by an Opinion of Counsel delivered to the Trustee and the Depositor. No resignation by the Servicer or the Special Servicer, as applicable, under this Agreement shall become effective until a successor Servicer or Special Servicer, as applicable, shall have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement in accordance with Section 7.2. Notwithstanding the previous sentence, each of the Servicer or Special Servicer may assign its duties and obligations under this Agreement under certain limited circumstances as described herein. (c) In the event the Special Servicer becomes a Borrower Related Party, the Special Servicer shall provide notice to each of the other parties to this Agreement of such event and resign as Special Servicer and use reasonable efforts to replace itself with a special servicer that is a Qualified Servicer, subject to the satisfaction of the conditions set forth in the proviso to Section 6.6(a) and the agreement of a proposed successor to accept the same or lower compensation; provided that if no such appointment is made within thirty (30) days of the Special Servicer becoming a Borrower Related Party, such failure shall be deemed a Special Servicer Termination Event and the Trustee shall promptly deliver written notice to the Special Servicer of the Special Servicer’s failure to perform the foregoing obligation. Prior to the occurrence and continuance of a Control Termination Event, the Controlling Class Representative will be entitled to appoint (and replace with or without cause) a successor special servicer that is a Qualified Replacement Special Servicer and not a Borrower Related Party in accordance with the terms herein, unless the Controlling Class Representative is a Borrower Related Party. At any time after the occurrence and during the continuance of a Control Termination Event or if the Controlling Class Representative is a Borrower Related Party, the resigning Special Servicer will be required to use reasonable efforts to appoint a successor special servicer that is a Qualified Replacement Special Servicer and not a Borrower Related Party in accordance with the terms herein and shall, at the expense of the Trust, petition any court of competent jurisdiction for the appointment of a successor special servicer if one is not appointed within 60 days.

Servicer and Special Servicer Not to Resign. (a) Each of the Servicer and Special Servicer may resign and assign its respective rights and delegate its duties and obligations under this Agreement to any Person or to an entity, provided that: (i) the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing institution having a net worth of not less than $25,000,000 25,000,000, organized and doing business under the laws of the United States or of any state of the United States or the District of Columbia, authorized under such laws to perform the duties of the Servicer or Special Servicer, as the case may be, (B) shall execute and deliver to the Trustee an agreement in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the performance and observance of each covenant and condition to be performed or observed by the Servicer or Special Servicer, as the case may be, under this Agreement from and after the date of such agreement; provided, however that to the extent such agreement modifies in any respect any of the covenants, terms or conditions in this Agreement to be performed by the Servicer or Special Servicer, as the case may be, such agreement shall be subject to the approval of the Trustee, such approval not to be unreasonably withheld, and (C) shall make such representations and warranties of the Servicer or Special Servicer, as the case may be, as provided in Section 2.4 and Section 2.5; (ii) Rating Agency Confirmation has been received; (iii) the Servicer or Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose prior to the effective date of such assignment and delegation under this Section 6.6(a); (iv) the rate at which the Servicing Fee or Special Servicing Fee, as applicable (or any component thereof) is calculated shall not exceed the rate then in effect; and (v) the Servicer or Special Servicer, as the case may be, shall reimburse the Trustee, the Certificate Administrator, the Trust Trust, and the Rating Agency Agencies for any expenses of such assignment, sale or transfer. Any attempted resignation and assignment shall be void, unless such resignation and assignment satisfies the conditions set forth above. Upon satisfaction of the foregoing requirements and acceptance of such assignment, such Person shall be the successor Servicer or Special Servicer, as the case may be, hereunder. (b) Other than as set forth in Section Sections 6.2 and Section 6.6(a), none of the Servicer and the Special Servicer shall resign from its obligations and duties hereby imposed on it, except upon determination that performance of its duties hereunder is no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer, as the case may be, shall be evidenced by an Opinion of Counsel delivered to the Trustee and the Depositor. No resignation by the Servicer or the Special Servicer, as applicable, under this Agreement shall become effective until a successor Servicer or Special Servicer, as applicable, shall have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement in accordance with Section 7.2. Notwithstanding the previous sentence, each of the Servicer or Special Servicer may assign its duties and obligations under this Agreement under certain limited circumstances as described herein. (c) In the event the Special Servicer becomes obtains knowledge that it has become a Borrower Related Party, the Special Servicer shall provide notice to each of the other parties to this Agreement of such event and resign as Special Servicer and use reasonable efforts to replace itself with a special servicer that is a Qualified Servicer, subject to the satisfaction of the conditions set forth in the proviso to Section 6.6(a6.4(a) and the agreement of a proposed successor to accept the same or lower compensation; provided that if no such appointment is made within thirty (30) days of the Special Servicer becoming a Borrower Related PartyAffiliate, such failure shall be deemed a Special Servicer Termination Event and the Trustee shall promptly deliver written notice to the Special Servicer of the Special Servicer’s failure to perform the foregoing obligation. Prior to the occurrence and continuance of a Control Termination Event, the Controlling Class Representative will be entitled to appoint (and replace with or without cause) a successor special servicer that is a Qualified Replacement Special Servicer and not a Borrower Related Party in accordance with the terms herein, unless the Controlling Class Representative is a Borrower Related Party. At any time after the occurrence and during the continuance of a Control Termination Event or if the Controlling Class Representative is a Borrower Related PartyEvent, the resigning Special Servicer will be required to use reasonable efforts to appoint a successor special servicer that is a Qualified Replacement Special Servicer and not a Borrower Related Party in accordance with the terms herein and shall, at the expense of the Trust, petition any court of competent jurisdiction for the appointment of a successor special servicer if one is not appointed within 60 days.

Servicer and Special Servicer Not to Resign. (a) Each of the Servicer and Special Servicer may resign and assign its respective rights and delegate its duties and obligations under this Agreement to any Person or to an entity, provided that: (i) the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing institution having a net worth of not less than $25,000,000 25,000,000, organized and doing business under the laws of the United States or of any state of the United States or the District of Columbia, authorized under such laws to perform the duties of the Servicer or Special Servicer, as the case may be, (B) shall execute and deliver to the Trustee an agreement in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the performance and observance of each covenant and condition to be performed or observed by the Servicer or Special Servicer, as the case may be, under this Agreement from and after the date of such agreement; provided, however that to the extent such agreement modifies in any respect any of the covenants, terms or conditions in this Agreement to be performed by the Servicer or Special Servicer, as the case may be, such agreement shall be subject to the approval of the Trustee, such approval not to be unreasonably withheld, and (C) shall make such representations and warranties of the Servicer or Special Servicer, as the case may be, as provided in Section 2.4 and Section 2.5; (ii) Rating Agency Confirmation has been received; (iii) the Servicer or Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose prior to the effective date of such assignment and delegation under this Section 6.6(a); (iv) the rate at which the Servicing Fee or Special Servicing Fee, as applicable (or any component thereof) is calculated shall not exceed the rate then in effect; and (v) the Servicer or Special Servicer, as the case may be, shall reimburse the Trustee, the Certificate Administrator, the Trust Trust, and the Rating Agency Agencies for any expenses of such assignment, sale or transfer. Any attempted resignation and assignment shall be void, unless such resignation and assignment satisfies the conditions set forth above. Upon satisfaction of the foregoing requirements and acceptance of such assignment, such Person shall be the successor Servicer or Special Servicer, as the case may be, hereunder. (b) Other than as set forth in Section Sections 6.2 and Section 6.6(a), none of the Servicer and the Special Servicer shall resign from its obligations and duties hereby imposed on it, except upon determination that performance of its duties hereunder is no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer, as the case may be, shall be evidenced by an Opinion of Counsel delivered to the Trustee and the Depositor. No resignation by the Servicer or the Special Servicer, as applicable, under this Agreement shall become effective until a successor Servicer or Special Servicer, as applicable, shall have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement in accordance with Section 7.2. Notwithstanding the previous sentence, each of the Servicer or Special Servicer may assign its duties and obligations under this Agreement under certain limited circumstances as described herein. (c) In the event the Special Servicer becomes obtained knowledge that it has become a Borrower Related Party, the Special Servicer shall provide notice to each of the other parties to this Agreement of such event and resign as Special Servicer and use reasonable efforts to replace itself with a special servicer that is a Qualified Servicer, subject to the satisfaction of the conditions set forth in the proviso to Section 6.6(a6.4(a) and the agreement of a proposed successor to accept the same or lower compensation; provided that if no such appointment is made within thirty (30) days of the Special Servicer becoming a Borrower Related PartyAffiliate, such failure shall be deemed a Special Servicer Termination Event and the Trustee shall promptly deliver written notice to the Special Servicer of the Special Servicer’s failure to perform the foregoing obligation. Prior to the occurrence and continuance of a Control Termination Event, the Controlling Class Representative will be entitled to appoint (and replace with or without cause) a successor special servicer that is a Qualified Replacement Special Servicer and not a Borrower Related Party in accordance with the terms herein, unless the Controlling Class Representative is a Borrower Related Party. At any time after the occurrence and during the continuance of a Control Termination Event or if the Controlling Class Representative is a Borrower Related PartyEvent, the resigning Special Servicer will be required to use reasonable efforts to appoint a successor special servicer that is a Qualified Replacement Special Servicer and not a Borrower Related Party in accordance with the terms herein and shall, at the expense of the TrustIssuing Entity, petition any court of competent jurisdiction for the appointment of a successor special servicer if one is not appointed within 60 days.

Servicer and Special Servicer Not to Resign. (a) Each Subject to the provisions of Section 6.02, neither the Servicer and Special Servicer may resign and assign its respective rights and delegate its duties and obligations under this Agreement to any Person or to an entity, provided that: (i) the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing institution having a net worth of not less than $25,000,000 organized and doing business under the laws of the United States or of any state of the United States or the District of Columbia, authorized under such laws to perform the duties of the Servicer or Special Servicer, as the case may be, (B) shall execute and deliver to the Trustee an agreement in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the performance and observance of each covenant and condition to be performed or observed by the Servicer or Special Servicer, as the case may be, under this Agreement from and after the date of such agreement; provided, however that to the extent such agreement modifies in any respect any of the covenants, terms or conditions in this Agreement to be performed by the Servicer or Special Servicer, as the case may be, such agreement shall be subject to the approval of the Trustee, such approval not to be unreasonably withheld, and (C) shall make such representations and warranties of the Servicer or Special Servicer, as the case may be, as provided in Section 2.4 and Section 2.5; (ii) Rating Agency Confirmation has been received; (iii) the Servicer or Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose prior to the effective date of such assignment and delegation under this Section 6.6(a); (iv) the rate at which the Servicing Fee or Special Servicing Fee, as applicable (or any component thereof) is calculated shall not exceed the rate then in effect; and (v) the Servicer or Special Servicer, as the case may be, shall reimburse the Trustee, the Certificate Administrator, the Trust and the Rating Agency for any expenses of such assignment, sale or transfer. Any attempted resignation and assignment shall be void, unless such resignation and assignment satisfies the conditions set forth above. Upon satisfaction of the foregoing requirements and acceptance of such assignment, such Person shall be the successor Servicer or Special Servicer, as the case may be, hereunder. (b) Other than as set forth in Section 6.2 and Section 6.6(a), none of the Servicer and nor the Special Servicer shall resign from its their respective obligations and duties hereby imposed on it, each of them except upon (a) determination that performance of its such party's duties hereunder is are no longer permissible under applicable law or are (b) in material conflict the case of the Servicer, upon the appointment of, and the acceptance of such appointment by, a successor Servicer and receipt by reason the Trustee of written confirmation from each applicable law with Rating Agency that such resignation and appointment will not cause such Rating Agency to downgrade, withdraw or qualify any other activities carried on of the then current ratings assigned by itsuch 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 Servicer or the Special Servicer, as the case may be, 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 and the DepositorDirecting Certificateholder. 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, under this Agreement shall become effective until a successor Servicer or Special Servicer, as applicable, shall have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement in accordance with Section 7.27.02. Notwithstanding the previous sentence, each Upon any termination or resignation of the Servicer or Special Servicer may assign its duties and obligations under this Agreement under certain limited circumstances as described herein. (c) In the event the Special Servicer becomes a Borrower Related Partyhereunder, the Special Servicer shall provide notice have the right and opportunity to each of the other parties appoint any successor Servicer with respect to this Agreement of such event and resign as Special Servicer and use reasonable efforts to replace itself with a special servicer that is a Qualified ServicerSection 6.04, subject to the satisfaction of the conditions set forth in the proviso to Section 6.6(a) and the agreement of a proposed successor to accept the same or lower compensation; provided that if no such appointment successor Servicer is made within thirty (30) days of approved by the Special Servicer becoming a Borrower Related PartyDirecting Certificateholder, such failure shall approval not to be deemed a Special Servicer Termination Event and the Trustee shall promptly deliver written notice to the Special Servicer of the Special Servicer’s failure to perform the foregoing obligation. Prior to the occurrence and continuance of a Control Termination Event, the Controlling Class Representative will be entitled to appoint (and replace with or without cause) a successor special servicer that is a Qualified Replacement Special Servicer and not a Borrower Related Party in accordance with the terms herein, unless the Controlling Class Representative is a Borrower Related Party. At any time after the occurrence and during the continuance of a Control Termination Event or if the Controlling Class Representative is a Borrower Related Party, the resigning Special Servicer will be required to use reasonable efforts to appoint a successor special servicer that is a Qualified Replacement Special Servicer and not a Borrower Related Party in accordance with the terms herein and shall, at the expense of the Trust, petition any court of competent jurisdiction for the appointment of a successor special servicer if one is not appointed within 60 daysunreasonably withheld.

Servicer and Special Servicer Not to Resign. (a) Each With respect to the responsibility of the Servicer to service the Mortgage Loans or the Special Servicer to service the Specially Serviced Mortgage Loans hereunder, the Servicer and the Special Servicer each acknowledges that the Issuer, Seller, Indenture Trustee and Owner Trustee have acted in reliance upon the Servicer's and the Special Servicer's, as applicable, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section 7.06, neither the Servicer nor the Special Servicer shall either assign this Agreement or its servicing obligations or delegate its rights or duties hereunder (other than to a Subservicer) or any portion thereof, except as provided in Section 7.06(b). (b) Neither the Servicer nor the Special Servicer may resign and assign its respective rights and delegate its duties and obligations under this Agreement to any Person or to an entity, provided that: (i) the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing institution having a net worth of not less than $25,000,000 organized and doing business under the laws of the United States or of any state of the United States or the District of Columbia, authorized under such laws to perform the duties of the Servicer or Special Servicer, as the case may be, (B) shall execute and deliver to the Trustee an agreement in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the performance and observance of each covenant and condition to be performed or observed by the Servicer or Special Servicer, as the case may be, under this Agreement from and after the date of such agreement; provided, however that to the extent such agreement modifies in any respect any of the covenants, terms or conditions in this Agreement to be performed by the Servicer or Special Servicer, as the case may be, such agreement shall be subject to the approval of the Trustee, such approval not to be unreasonably withheld, and (C) shall make such representations and warranties of the Servicer or Special Servicer, as the case may be, as provided in Section 2.4 and Section 2.5; (ii) Rating Agency Confirmation has been received; (iii) the Servicer or Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose prior to the effective date of unless such assignment and delegation under this Section 6.6(a); (iv) the rate at which the Servicing Fee or Special Servicing Feeresignation, as applicable (or any component thereof) is calculated shall not exceed the rate then in effect; and (v) the Servicer or Special Servicer, as the case may be, shall reimburse the Trustee, the Certificate Administrator, the Trust and the Rating Agency for any expenses appointment of such assignmenta successor, sale will not result in a downgrade, withdrawal or transfer. Any attempted resignation and assignment shall be void, unless such resignation and assignment satisfies the conditions set forth above. Upon satisfaction qualification of the foregoing requirements and acceptance rating of such assignment, such Person shall be the successor Servicer or Special Servicer, as the case may be, hereunder. (b) Other than as set forth in Section 6.2 and Section 6.6(a), none any Class of the Servicer and the Special Servicer shall resign from its Bonds or unless a determination is made that such obligations and duties hereby imposed on it, except upon determination that performance of its duties hereunder is are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer, as applicable, on the case may be, shall be evidenced by an Opinion date hereof. Notice of Counsel delivered to any determination that the Trustee and the Depositor. No resignation performance by the Servicer or the Special Servicer, as applicable, of its duties hereunder is no longer permitted under this Agreement applicable law shall become effective until a successor be communicated to the Owner Trustee and the Indenture Trustee at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered by the Servicer or the Special Servicer, as applicable, shall have assumed to each Rating Agency, the responsibilities Issuer, the Owner Trustee and obligations the Indenture Trustee concurrently with or promptly after such notice. No such resignation of the Servicer or the Special Servicer, as applicable, under this Agreement shall become effective until the Indenture Trustee has assumed the obligations and duties of the Servicer or until a successor servicer has assumed the obligations and duties of the Servicer or the Special Servicer in accordance with Section 7.2. Notwithstanding the previous sentence, each of the Servicer or Special Servicer may assign its duties and obligations under this Agreement under certain limited circumstances as described herein8.03. (c) In the event the Special Servicer becomes a Borrower Related Party, the Special Servicer shall provide notice to each of the other parties to this Agreement of such event and resign as Special Servicer and use reasonable efforts to replace itself with a special servicer that is a Qualified Servicer, subject to the satisfaction of the conditions set forth in the proviso to Section 6.6(a) and the agreement of a proposed successor to accept the same or lower compensation; provided that if no such appointment is made within thirty (30) days of the Special Servicer becoming a Borrower Related Party, such failure shall be deemed a Special Servicer Termination Event and the Trustee shall promptly deliver written notice to the Special Servicer of the Special Servicer’s failure to perform the foregoing obligation. Prior to the occurrence and continuance of a Control Termination Event, the Controlling Class Representative will be entitled to appoint (and replace with or without cause) a successor special servicer that is a Qualified Replacement Special Servicer and not a Borrower Related Party in accordance with the terms herein, unless the Controlling Class Representative is a Borrower Related Party. At any time after the occurrence and during the continuance of a Control Termination Event or if the Controlling Class Representative is a Borrower Related Party, the resigning Special Servicer will be required to use reasonable efforts to appoint a successor special servicer that is a Qualified Replacement Special Servicer and not a Borrower Related Party in accordance with the terms herein and shall, at the expense of the Trust, petition any court of competent jurisdiction for the appointment of a successor special servicer if one is not appointed within 60 days.

Servicer and Special Servicer Not to Resign. (a) Each of the Servicer and Special Servicer may resign and assign its respective rights and delegate its duties and obligations under this Agreement to any Person or to an entity, provided that: (i) the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing institution having a net worth of not less than $25,000,000 organized and doing business under the laws of the United States or of any state of the United States or the District of Columbia, authorized under such laws to perform the duties of the Servicer or Special Servicer, as the case may be, (B) shall execute and deliver to the Trustee an agreement in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the performance and observance of each covenant and condition to be performed or observed by the Servicer or Special Servicer, as the case may be, under this Agreement from and after the date of such agreement; provided, however that to the extent such agreement modifies in any respect any of the covenants, terms or conditions in this Agreement to be performed by the Servicer or Special Servicer, as the case may be, such agreement shall be subject to the approval of the Trustee, such approval not to be unreasonably withheld, and (C) shall make such representations and warranties of the Servicer or Special Servicer, as the case may be, as provided in Section 2.4 and Section 2.5; (ii) Rating Agency Confirmation has been received; (iii) the Servicer or Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose prior to the effective date of such assignment and delegation under this Section 6.6(a); (iv) the rate at which the Servicing Fee or Special Servicing Fee, as applicable (or any component thereof) is calculated shall not exceed the rate then in effect; and (v) the Servicer or Special Servicer, as the case may be, shall reimburse the Trustee, the Certificate Administrator, the Trust and the Rating Agency for any expenses of such assignment, sale or transfer. Any attempted resignation and assignment shall be void, unless such resignation and assignment satisfies the conditions set forth above. Upon satisfaction of the foregoing requirements and acceptance of such assignment, such Person shall be the successor Servicer or Special Servicer, as the case may be, hereunder. (b) Other than as set forth in Section 6.2 and Section 6.6(a), none of the The Servicer and the Special Servicer shall may each resign from its the obligations and duties hereby imposed on it, except upon a determination that performance of its duties hereunder is are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting it (the resignation other activities of the Servicer or the Special Servicer, as the case may be, shall be evidenced by an Opinion so causing such a conflict being of Counsel delivered to the Trustee a type and the Depositor. No resignation nature carried on by the Servicer or the Special Servicer, as applicablethe case may be, under at the date of this Agreement shall become effective until a successor Servicer or Special Servicer, as applicable, shall have assumed Agreement). Any such determination requiring the responsibilities and obligations resignation of the Servicer or the Special Servicer, as applicable, under this Agreement shall be evidenced by an Opinion of Counsel to such effect which shall be delivered to the Trustee. Unless applicable law requires the Servicer's or the Special Servicer's (as the case may be) resignation to be effective immediately, and the Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation shall become effective until the Trustee or other successor shall have assumed the responsibilities and obligations of the resigning party in accordance with Section 7.2. Notwithstanding the previous sentence6.06 or Section 7.02 hereof; provided, each of that if no successor Servicer or ------------ ------------ -------- Special Servicer, as applicable, shall have been so appointed and have accepted appointment within 90 days after the Servicer or Special Servicer may assign its duties and obligations under this Agreement under certain limited circumstances as described herein. (c) In the event the Special Servicer becomes a Borrower Related Party, the Special Servicer shall provide notice to each of the other parties to this Agreement of such event and resign as Special Servicer and use reasonable efforts to replace itself with a special servicer that is a Qualified Servicer, subject to the satisfaction of the conditions set forth in the proviso to Section 6.6(a) and the agreement of a proposed successor to accept the same or lower compensation; provided that if no such appointment is made within thirty (30) days of the Special Servicer becoming a Borrower Related Party, such failure shall be deemed a Special Servicer Termination Event and the Trustee shall promptly deliver written notice to the Special Servicer of the Special Servicer’s failure to perform , as the foregoing obligation. Prior to the occurrence and continuance case may be, has given notice of a Control Termination Event, the Controlling Class Representative will be entitled to appoint (and replace with or without cause) a successor special servicer that is a Qualified Replacement Special Servicer and not a Borrower Related Party in accordance with the terms herein, unless the Controlling Class Representative is a Borrower Related Party. At any time after the occurrence and during the continuance of a Control Termination Event or if the Controlling Class Representative is a Borrower Related Partysuch resignation, the resigning Servicer or Special Servicer will be required to use reasonable efforts to appoint a successor special servicer that is a Qualified Replacement Special Servicer and not a Borrower Related Party in accordance with the terms herein and shallServicer, at the expense of the Trustas applicable, may petition any court of competent jurisdiction for the appointment of a successor special servicer if one is Servicer or Special Servicer, as applicable. (i) a willing successor thereto (proposed by the resigning party) has been found, (ii) each of the Rating Agencies confirms in writing that the successor's appointment will not appointed within 60 daysresult in an Adverse Rating Event with respect to any Class of Regular Certificates, (iii) the resigning party pays all costs and expenses in connection with such transfer, and (iv) the successor accepts appointment prior to the effectiveness of such resignation or assignment. Neither the Servicer nor the Special Servicer shall be permitted to resign except as contemplated above in this Section 6.04. ------------ Consistent with the foregoing, none of the Servicer or the Special Servicer shall (except in connection with any resignation thereby permitted pursuant to the prior paragraph or as otherwise expressly provided herein, including the provisions of Section 3.22 and/or Section 6.02) assign or transfer ------------ ------------- any of its rights, benefits or privileges hereunder to any other Person. If, pursuant to any provision hereof, the duties of the Servicer or the Special Servicer are transferred to a successor thereto, the entire amount of compensation payable to the Servicer or the Special Servicer, as the case may be, that accrues pursuant hereto from and after the date of such transfer shall be payable to such successor.

Servicer and Special Servicer Not to Resign. (a) Each of the Servicer and Special Servicer may resign and assign its respective rights and delegate its duties and obligations under this Agreement to any Person or to an entity, provided that: (i) the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing institution having a net worth of not less than $25,000,000 organized and doing business under the laws of the United States or of any state of the United States or the District of Columbia, authorized under such laws to perform the duties of the Servicer or Special Servicer, as the case may be, (B) shall execute and deliver to the Trustee an agreement in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the performance and observance of each covenant and condition to be performed or observed by the Servicer or Special Servicer, as the case may be, under this Agreement from and after the date of such agreement; provided, however that to the extent such agreement modifies in any respect any of the covenants, terms or conditions in this Agreement to be performed by the Servicer or Special Servicer, as the case may be, such agreement shall be subject to the approval of the Trustee, such approval not to be unreasonably withheld, and (C) shall make such representations and warranties of the Servicer or Special Servicer, as the case may be, as provided in Section 2.4 and Section 2.5; (ii) Rating Agency Confirmation has been received; (iii) the Servicer or Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose prior to the effective date of such assignment and delegation under this Section 6.6(a); (iv) the rate at which the Servicing Fee or Special Servicing Fee, as applicable (or any component thereof) is calculated shall not exceed the rate then in effect; and (v) the Servicer or Special Servicer, as the case may be, shall reimburse the Trustee, the Certificate Administrator, the Trust and the Rating Agency Agencies for any expenses of such assignment, sale or transfer. Any attempted resignation and assignment shall be void, unless such resignation and assignment satisfies the conditions set forth above. Upon satisfaction of the foregoing requirements and acceptance of such assignment, such Person shall be the successor Servicer or Special Servicer, as the case may be, hereunder. (b) Other than as set forth in Section Sections 6.2 and Section 6.6(a), none of the Servicer and the Special Servicer shall resign from its obligations and duties hereby imposed on it, except upon determination that performance of its duties hereunder is no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer, as the case may be, shall be evidenced by an Opinion of Counsel delivered to the Trustee and the Depositor. No resignation by the Servicer or the Special Servicer, as applicable, under this Agreement shall become effective until a successor Servicer or Special Servicer, as applicable, shall have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement in accordance with Section 7.2. Notwithstanding the previous sentence, each of the Servicer or Special Servicer may assign its duties and obligations under this Agreement under certain limited circumstances as described herein. (c) In the event the Special Servicer becomes a Borrower Related Party, the Special Servicer shall provide notice to each of the other parties to this Agreement of such event and resign as Special Servicer and use reasonable efforts to replace itself with a special servicer that is a Qualified Servicer, subject to the satisfaction of the conditions set forth in the proviso to Section 6.6(a) and the agreement of a proposed successor to accept the same or lower compensation; provided that if no such appointment is made within thirty (30) days of the Special Servicer becoming a Borrower Related Party, such failure shall be deemed a Special Servicer Termination Event and the Trustee shall promptly deliver written notice to the Special Servicer of the Special Servicer’s failure to perform the foregoing obligation. Prior to the occurrence and continuance of a Control Termination Event, the Controlling Class Representative will be entitled to appoint (and replace with or without cause) a successor special servicer that is a Qualified Replacement Special Servicer and not a Borrower Related Party in accordance with the terms herein, unless the Controlling Class Representative is a Borrower Related Party. At any time after the occurrence and during the continuance of a Control Termination Event or if the Controlling Class Representative is a Borrower Related Party, the resigning Special Servicer will be required to use reasonable efforts to appoint a successor special servicer that is a Qualified Replacement Special Servicer and not a Borrower Related Party in accordance with the terms herein and shall, at the expense of the Trust, petition any court of competent jurisdiction for the appointment of a successor special servicer if one is not appointed within 60 days.

Servicer and Special Servicer Not to Resign. (a) Each of the Servicer and Special Servicer may resign and assign its respective rights and delegate its duties and obligations under this Agreement to any Person or to an entity, provided that: (i) the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing institution having a net worth of not less than $25,000,000 25,000,000, organized and doing business under the laws of the United States or of any state of the United States or the District of Columbia, authorized under such laws to perform the duties of the Servicer or Special Servicer, as the case may be, (B) shall execute and deliver to the Trustee an agreement in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the performance and observance of each covenant and condition to be performed or observed by the Servicer or Special Servicer, as the case may be, under this Agreement from and after the date of such agreement; provided, however that to the extent such agreement modifies in any respect any of the covenants, terms or conditions in this Agreement to be performed by the Servicer or Special Servicer, as the case may be, such agreement shall be subject to the approval of the Trustee, such approval not to be unreasonably withheld, and (C) shall make such representations and warranties of the Servicer or Special Servicer, as the case may be, as provided in Section 2.4 and Section 2.5; (ii) Rating Agency Confirmation has been received; (iii) the Servicer or Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose prior to the effective date of such assignment and delegation under this Section 6.6(a); (iv) the rate at which the Servicing Fee or Special Servicing Fee, as applicable (or any component thereof) is calculated shall not exceed the rate then in effect; and (v) the Servicer or Special Servicer, as the case may be, shall reimburse the Trustee, the Certificate Administrator, the Trust Trust, and the Rating Agency Agencies for any expenses of such assignment, sale or transfer. Any attempted resignation and assignment shall be void, unless such resignation and assignment satisfies the conditions set forth above. Upon satisfaction of the foregoing requirements and acceptance of such assignment, such Person shall be the successor Servicer or Special Servicer, as the case may be, hereunder. (b) Other than as set forth in Section Sections 6.2 and Section 6.6(a), none of the Servicer and the Special Servicer shall resign from its obligations and duties hereby imposed on it, except upon determination that performance of its duties hereunder is no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer, as the case may be, shall be evidenced by an Opinion of Counsel delivered to the Trustee and the Depositor. No resignation by the Servicer or the Special Servicer, as applicable, under this Agreement shall become effective until a successor Servicer or Special Servicer, as applicable, shall have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement in accordance with Section 7.2. Notwithstanding the previous sentence, each of the Servicer or Special Servicer may assign its duties and obligations under this Agreement under certain limited circumstances as described herein. (c) In the event the Special Servicer becomes a Borrower Related Party, the Special Servicer shall provide notice to each of the other parties to this Agreement of such event and resign as Special Servicer and use reasonable efforts to replace itself with a special servicer that is a Qualified Servicer, subject to the satisfaction of the conditions set forth in the proviso to Section 6.6(a) and the agreement of a proposed successor to accept the same or lower compensation; provided that if no such appointment is made within thirty (30) days of the Special Servicer becoming a Borrower Related Party, such failure shall be deemed a Special Servicer Termination Event and the Trustee shall promptly deliver written notice to the Special Servicer of the Special Servicer’s failure to perform the foregoing obligation. Prior to the occurrence and continuance of a Control Termination Event, the Controlling Class Representative will be entitled to appoint (and replace with or without cause) a successor special servicer that is a Qualified Replacement Special Servicer and not a Borrower Related Party in accordance with the terms herein, unless the Controlling Class Representative is a Borrower Related Party. At any time after the occurrence and during the continuance of a Control Termination Event or if the Controlling Class Representative is a Borrower Related Party, the resigning Special Servicer will be required to use reasonable efforts to appoint a successor special servicer that is a Qualified Replacement Special Servicer and not a Borrower Related Party in accordance with the terms herein and shall, at the expense of the Trust, petition any court of competent jurisdiction for the appointment of a successor special servicer if one is not appointed within 60 days.

Servicer and Special Servicer Not to Resign. (a) Each of the Servicer and Special Servicer may resign and assign its respective rights and delegate its duties and obligations under this Agreement to any Person or to an entity, provided that: (i) the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing institution having a net worth of not less than $25,000,000 organized and doing business under the laws of the United States or of any state of the United States or the District of Columbia, authorized under such laws to perform the duties of the Servicer or Special Servicer, as the case may be, (B) shall execute and deliver to the Trustee an agreement in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the performance and observance of each covenant and condition to be performed or observed by the Servicer or Special Servicer, as the case may be, under this Agreement from and after the date of such agreement; provided, however that to the extent such agreement modifies in any respect any of the covenants, terms or conditions in this Agreement to be performed by the Servicer or Special Servicer, as the case may be, such agreement shall be subject to the approval of the Trustee, such approval not to be unreasonably withheld, and (C) shall make such representations and warranties of the Servicer or Special Servicer, as the case may be, as provided in Section 2.4 and Section 2.5; (ii) Rating Agency Confirmation has been received; (iii) the Servicer or Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose prior to the effective date of such assignment and delegation under this Section 6.6(a); (iv) the rate at which the Servicing Fee or Special Servicing Fee, as applicable (or any component thereof) is calculated shall not exceed the rate then in effect; and (v) the Servicer or Special Servicer, as the case may be, shall reimburse the Trustee, the Certificate Administrator, the Trust and the Rating Agency for any expenses of such assignment, sale or transfer. Any attempted resignation and assignment shall be void, unless such resignation and assignment satisfies the conditions set forth above. Upon satisfaction of the foregoing requirements and acceptance of such assignment, such Person shall be the successor Servicer or Special Servicer, as the case may be, hereunder. (b) Other than as set forth in Section 6.2 and Section 6.6(a), none of the Servicer and the Special Servicer shall resign from its obligations and duties hereby imposed on it, except upon determination that performance of its duties hereunder is no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer, as the case may be, shall be evidenced by an Opinion of Counsel delivered to the Trustee and the Depositor. No resignation by the Servicer or the Special Servicer, as applicable, under this Agreement shall become effective until a successor Servicer or Special Servicer, as applicable, shall have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement in accordance with Section 7.2. Notwithstanding the previous sentence, each of the Servicer or Special Servicer may assign its duties and obligations under this Agreement under certain limited circumstances as described herein. (c) In the event the Special Servicer becomes obtains knowledge that it has become a Borrower Related Party, the Special Servicer shall provide notice to each of the other parties to this Agreement of such event and resign as Special Servicer and use reasonable efforts to replace itself with a special servicer that is a Qualified Servicer, subject to the satisfaction of the conditions set forth in the proviso to Section 6.6(a) and the agreement of a proposed successor to accept the same or lower compensation; provided that if no such appointment is made within thirty (30) days of the Special Servicer becoming a Borrower Related Party, such failure shall be deemed a Special Servicer Termination Event and the Trustee shall promptly deliver written notice to the Special Servicer of the Special Servicer’s failure to perform the foregoing obligation. Prior to the occurrence and continuance of a Control Termination Event, the Controlling Class Representative will be entitled to appoint (and replace with or without cause) a successor special servicer that is a Qualified Replacement Special Servicer and not a Borrower Related Party in accordance with the terms herein, unless the Controlling Class Representative is a Borrower Related Party. At any time after the occurrence and during the continuance of a Control Termination Event or if the Controlling Class Representative is a Borrower Related Party, the resigning Special Servicer will be required to use reasonable efforts to appoint a successor special servicer that is a Qualified Replacement Special Servicer and not a Borrower Related Party in accordance with the terms herein and shall, at the expense of the Trust, petition any court of competent jurisdiction for the appointment of a successor special servicer if one is not appointed within 60 days.Special

Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.02, neither the Servicer nor the Special Servicer shall resign from their respective obligations and duties hereby imposed on each of them except upon (a) Each of the Servicer and Special Servicer may resign and assign its respective rights and delegate its determination that such party's duties and obligations hereunder are no longer permissible under this Agreement to any Person applicable law or to an entity, provided that: (ib) the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing institution having a net worth of not less than $25,000,000 organized and doing business under the laws of the United States or of any state of the United States or the District of Columbia, authorized under such laws to perform the duties of the Servicer or Special Servicer, as the case may be, (B) shall execute and deliver to the Trustee an agreement in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the performance and observance of each covenant and condition to be performed or observed by the Servicer or Special Servicer, as the case may be, under this Agreement from and after the date of such agreement; provided, however that to the extent such agreement modifies in any respect any of the covenants, terms or conditions in this Agreement to be performed by the Servicer or Special Servicer, as the case may be, such agreement shall be subject to the approval of the Trustee, such approval not to be unreasonably withheldappointment of, and (C) shall make such representations and warranties of the Servicer or Special Servicer, as the case may be, as provided in Section 2.4 and Section 2.5; (ii) Rating Agency Confirmation has been received; (iii) the Servicer or Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose prior to the effective date of such assignment and delegation under this Section 6.6(a); (iv) the rate at which the Servicing Fee or Special Servicing Fee, as applicable (or any component thereof) is calculated shall not exceed the rate then in effect; and (v) the Servicer or Special Servicer, as the case may be, shall reimburse the Trustee, the Certificate Administrator, the Trust and the Rating Agency for any expenses of such assignment, sale or transfer. Any attempted resignation and assignment shall be void, unless such resignation and assignment satisfies the conditions set forth above. Upon satisfaction of the foregoing requirements and acceptance of such assignmentappointment by, such Person shall be the a successor Servicer or Special Servicer, as applicable, and receipt by the case may beTrustee of written confirmation from each applicable Rating Agency that such resignation and appointment will not cause such Rating Agency to downgrade, hereunder. 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) Other than as set forth in Section 6.2 and Section 6.6(a), none of the Servicer and the Special Servicer shall resign from its obligations and duties hereby imposed on it, except upon determination that performance of its duties hereunder is no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itabove. Any such determination permitting the resignation of the Servicer or the Special Servicer, as the case may be, 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 and the DepositorDirecting Certificateholder. 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, under this Agreement shall become effective until a successor Servicer or Special Servicer, as applicable, shall have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement in accordance with Section 7.27.02. Notwithstanding the previous sentence, each Upon any termination or resignation of the Servicer or Special Servicer may assign its duties and obligations under this Agreement under certain limited circumstances as described herein. (c) In the event the Special Servicer becomes a Borrower Related Partyhereunder, the Special Servicer shall provide notice have the right and opportunity to each of the other parties appoint any successor Servicer with respect to this Agreement of such event and resign as Special Servicer and use reasonable efforts to replace itself with a special servicer that is a Qualified ServicerSection 6.04, subject to the satisfaction of the conditions set forth in the proviso to Section 6.6(a) and the agreement of a proposed successor to accept the same or lower compensation; provided that if no such appointment successor Servicer is made within thirty (30) days of approved by the Special Servicer becoming a Borrower Related PartyDirecting Certificateholder, such failure shall approval not to be deemed a Special Servicer Termination Event and the Trustee shall promptly deliver written notice to the Special Servicer of the Special Servicer’s failure to perform the foregoing obligation. Prior to the occurrence and continuance of a Control Termination Event, the Controlling Class Representative will be entitled to appoint (and replace with or without cause) a successor special servicer that is a Qualified Replacement Special Servicer and not a Borrower Related Party in accordance with the terms herein, unless the Controlling Class Representative is a Borrower Related Party. At any time after the occurrence and during the continuance of a Control Termination Event or if the Controlling Class Representative is a Borrower Related Party, the resigning Special Servicer will be required to use reasonable efforts to appoint a successor special servicer that is a Qualified Replacement Special Servicer and not a Borrower Related Party in accordance with the terms herein and shall, at the expense of the Trust, petition any court of competent jurisdiction for the appointment of a successor special servicer if one is not appointed within 60 daysunreasonably withheld.

Servicer and Special Servicer Not to Resign. (a) Each of the Servicer and Special Servicer may resign and assign its respective rights and delegate its duties and obligations under this Agreement to any Person or to an entity, provided that: (i) the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing institution having a net worth of not less than $25,000,000 organized and doing business under the laws of the United States or of any state of the United States or the District of Columbia, authorized under such laws to perform the duties of the Servicer or Special Servicer, as the case may be, (B) shall execute and deliver to the Trustee an agreement in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the performance and observance of each covenant and condition to be performed or observed by the Servicer or Special Servicer, as the case may be, under this Agreement from and after the date of such agreement; provided, however that to the extent such agreement modifies in any respect any of the covenants, terms or conditions in this Agreement to be performed by the Servicer or Special Servicer, as the case may be, such agreement shall be subject to the approval of the Trustee, such approval not to be unreasonably withheld, and (C) shall make such representations and warranties of the Servicer or Special Servicer, as the case may be, as provided in Section 2.4 and Section 2.5; (ii) Rating Agency Confirmation has been received; (iii) the Servicer or Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose prior to the effective date of such assignment and delegation under this Section 6.6(a); (iv) the rate at which the Servicing Fee or Special Servicing Fee, as applicable (or any component thereof) is calculated shall not exceed the rate then in effect; and (v) the Servicer or Special Servicer, as the case may be, shall reimburse the Trustee, the Certificate Administrator, the Trust Trust, and the Rating Agency for any expenses of such assignment, sale or transfer. Any attempted resignation and assignment shall be void, unless such resignation and assignment satisfies the conditions set forth above. Upon satisfaction of the foregoing requirements and acceptance of such assignment, such Person shall be the successor Servicer or Special Servicer, as the case may be, hereunder. (b) Other than as set forth in Section Sections 6.2 and Section 6.6(a), none of the Servicer and the Special Servicer shall resign from its obligations and duties hereby imposed on it, except upon determination that performance of its duties hereunder is no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer, as the case may be, shall be evidenced by an Opinion of Counsel delivered to the Trustee and the Depositor. No resignation by the Servicer or the Special Servicer, as applicable, under this Agreement shall become effective until a successor Servicer or Special Servicer, as applicable, shall have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement in accordance with Section 7.2. Notwithstanding the previous sentence, each of the Servicer or Special Servicer may assign its duties and obligations under this Agreement under certain limited circumstances as described herein. (c) In the event the Special Servicer becomes a Borrower Related Party, the Special Servicer shall provide notice to each of the other parties to this Agreement of such event and resign as Special Servicer and use reasonable efforts to replace itself with a special servicer that is a Qualified Servicer, subject to the satisfaction of the conditions set forth in the proviso to Section 6.6(a) and the agreement of a proposed successor to accept the same or lower compensation; provided that if no such appointment is made within thirty (30) days of the Special Servicer becoming a Borrower Related Party, such failure shall be deemed a Special Servicer Termination Event and the Trustee shall promptly deliver written notice to the Special Servicer of the Special Servicer’s failure to perform the foregoing obligation. Prior to the occurrence and continuance of a Control Termination Event, the Controlling Class Representative will be entitled to appoint (and replace with or without cause) a successor special servicer that is a Qualified Replacement Special Servicer and not a Borrower Related Party in accordance with the terms herein, unless the Controlling Class Representative is a Borrower Related Party. At any time after the occurrence and during the continuance of a Control Termination Event or if the Controlling Class Representative is a Borrower Related Party, the resigning Special Servicer will be required to use reasonable efforts to appoint a successor special servicer that is a Qualified Replacement Special Servicer and not a Borrower Related Party in accordance with the terms herein and shall, at the expense of the Trust, petition any court of competent jurisdiction for the appointment of a successor special servicer if one is not appointed within 60 days.