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, neither the Servicer nor 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 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 and the Directing 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, 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 is approved by the Directing Certificateholder, such approval not to be unreasonably withheld.

Depositor, Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.02, neither none of the Depositor, the Servicer nor 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 and the Directing CertificateholderTrustee. 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 is approved by the Directing Certificateholder, such approval not to be unreasonably withheld.

Depositor, 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) 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 CertificatesCertificates or any class of Grace Building Companion Loan Securities (or insofar as there is then outstanding any class of Grace Building Companion Loan Securities that is then rated by Moody's, of the then-current rating assigned by Moody's to such class ox xxxxxities). Only the Servicer shall be permitted to permitxxx xx resign pursuant to clause (b) above. Any such determination permitting the resignation of 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 and the Directing 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, 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 is approved by the Directing Certificateholder, such approval not to be unreasonably withheld.

Depositor, Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.02, neither none of the Depositor, the Servicer nor and the Special Servicer shall resign from their respective obligations and duties hereby imposed on each of them except upon (a) upon determination that such party's duties hereunder are no longer permissible under applicable law or are in material conflict with, by reason of applicable law, the other activities carried on by it or (b) in the case of the Servicer or Special Servicer, upon the appointment of, and the acceptance of such appointment by, a successor Servicer or Special Servicer, as the case may be, and receipt by the Trustee of written confirmation from each applicable Rating Agency that such resignation and appointment will not cause such the Rating Agency to downgrade, withdraw or qualify any of the then current ratings assigned by such the 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 and the Directing CertificateholderTrustee. 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 is approved by the Directing Certificateholder, such approval not to be unreasonably withheld.

Depositor, Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.02, neither none of the Depositor, the Servicer nor 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 and the Directing CertificateholderTrustee. 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, 6.04 provided that such successor Servicer is approved 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 Directing Certificateholdersuccessor 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 approval 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 be unreasonably withheldexceed 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, neither the Servicer nor 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 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 and the Directing 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, 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 is approved by the Directing Certificateholder, such approval not to be unreasonably withheld.

Depositor, Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.02, neither none of the Depositor, the Servicer nor 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 and the Directing CertificateholderTrustee. 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, 6.04 provided that such successor Servicer is approved by otherwise meets the Directing Certificateholder, such approval not to be unreasonably withheldrequirements set forth herein.

Depositor, Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.02, neither none of the Servicer nor Depositor, the Servicers 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 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) aboveCertificates or any class of Serviced Companion Loan Securities. 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 and the Directing CertificateholderTrustee. No such resignation by the any Servicer or the Special Servicer shall become effective until the Trustee or a successor Servicer or Special Servicer shall have assumed the such Servicer's or Special Servicer's, as applicable, responsibilities and obligations in accordance with Section 7.02. Such party assuming the applicable Servicer's or the Special Servicer's, as applicable, responsibilities or obligations pursuant to this Agreement shall not be a Prohibited Party. Upon any termination or resignation of the any Servicer hereunder, the such Servicer shall have the right and opportunity to appoint any successor Servicer with respect to this Section 6.04, 6.04 provided that such successor Servicer is approved by otherwise meets the Directing Certificateholder, such approval not to be unreasonably withheldrequirements set forth herein.

Depositor, 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) 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 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 and the Directing CertificateholderTrustee. 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, 6.04 provided that such successor Servicer is approved by otherwise meets the Directing Certificateholder, such approval not to be unreasonably withheldrequirements set forth herein.

Depositor, Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.02, neither none of the Depositor, the Servicer nor and the Special Servicer shall resign from their respective obligations and duties hereby imposed on each of them except upon (a) upon determination that such party's duties hereunder are no longer permissible under applicable law or are in material conflict with, by reason of applicable law, the other activities carried on by it or (b) in the case of the Servicer or Special Servicer, upon the appointment of, and the acceptance of such designation or appointment by, a successor Servicer 153 or Special Servicer, as the case may be, and receipt by the Trustee of written confirmation from each applicable Rating Agency that such resignation and appointment will not cause such the Rating Agency to downgrade, withdraw or qualify any of the then current ratings assigned by such the 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 and the Directing CertificateholderTrustee. 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 is approved by the Directing Certificateholder, such approval not to be unreasonably withheld.

Depositor, Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.02, neither none of the Depositor, the Servicer nor 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 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 Directing Certificateholderdowngrading, 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 is approved by the Directing Certificateholder, such approval not to be unreasonably withheld.