Common use of Determination of Materiality Clause in Contracts

Determination of Materiality. The Special Servicer hereby acknowledges such provisions. Nothing in this Agreement, however, shall grant the Primary Servicers for the UCMFI Loans, the Principal Loans, the WaMu Loans or the JHREF Loans greater authority, discretion or delegated rights over Post Closing Requests than are set forth in the applicable Primary Servicing Agreement. In addition, the Special Servicer acknowledges that the Master Servicer has delegated certain tasks, rights and obligations to the Primary Servicers of the UCMFI Loans, the Principal Loans, the WaMu Loans and the JHREF Loans with respect to enforcement of due-on-sale clauses, assumption agreements and due-on-encumbrance clauses pursuant to Section 8.4 of this Agreement. Such Primary Servicing Agreement grants the Primary Servicer certain authority to evaluate and process certain requests with respect thereto in accordance with this Agreement or the applicable Primary Servicing Agreement and the applicable Mortgage Loan documents. Such Primary Servicer is not required to obtain the consent of the Master Servicer with respect to requests for transfers that are expressly permitted pursuant to the applicable Mortgage Loan documents. With respect to other requests specified in the related Primary Servicing Agreement that require the approval of the Special Servicer and subject to the terms and provisions of the related Primary Servicing Agreement, the Primary Servicer may forward its recommendation directly to the Special Servicer (with a copy to the Master Servicer) or it may forward its recommendation with respect to such request to the Master Servicer. The Master Servicer shall forward such recommendation to the Special Servicer within five (5) Business Days of receipt thereof and shall inform the applicable Primary Servicer of the Special Servicer's decision with respect to such request within one (1) Business Day after receipt of such decision from the Special Servicer or the date on which the Special Servicer's time to respond has lapsed. In addition, the Special Servicer acknowledges that, pursuant to the Midland Sub-Servicing Agreement, the Master Servicer has delegated certain tasks, rights and obligations with respect to the CDCMC Loans to the Midland Sub-Servicer.

Determination of Materiality. The Special Servicer hereby acknowledges such provisions. Nothing in this Agreement, however, shall grant the Primary Servicers for the UCMFI Loans, the Principal Loans, the WaMu SunTrust Loans or the JHREF MM Loans greater authority, discretion or delegated rights over Post Post-Closing Requests than are set forth in the applicable Primary Servicing Agreement. In addition, the Special Servicer acknowledges that the General Master Servicer has delegated certain tasks, rights and obligations to the Primary Servicers of the UCMFI Loans, the Principal Loans, the WaMu SunTrust Loans and the JHREF MM Loans with respect to enforcement of due-on-sale clauses, assumption agreements and due-on-encumbrance clauses pursuant to Section 8.4 of this Agreement. Such Primary Servicing Agreement grants the Primary Servicer certain authority to evaluate and process certain requests with respect thereto in accordance with this Agreement or the applicable Primary Servicing Agreement and the applicable Mortgage Loan documents; provided, however, that such evaluation or processing shall be conducted in accordance with the Primary Servicing Agreement and nothing in this Agreement shall give the Primary Servicer greater authority, discretion or delegated rights over Post-Closing Requests then set forth in the Primary Servicing Agreement, such authority to evaluate and process certain requests shall be in contravention of the immediately preceding paragraph. Such Primary Servicer is not required to obtain the consent of the General Master Servicer with respect to requests for transfers that are expressly permitted pursuant to the applicable Mortgage Loan documents. With respect to other requests specified in the related Primary Servicing Agreement that require the approval of the Special Servicer and subject to the terms and provisions of the related Primary Servicing Agreement, the Primary Servicer may forward its recommendation directly to the Special Servicer (with a copy to the General Master Servicer) or it may forward its recommendation with respect to such request to the General Master Servicer. The General Master Servicer shall use commercially reasonable efforts to forward such recommendation to the Special Servicer within five (5) Business Days of receipt thereof and (but in no event more than 10 days of receipt thereof) after which the Special Servicer shall inform the General Master Servicer and the applicable Primary Servicer of the Special Servicer's its decision with respect on or prior to such request within one (1) Business Day after receipt of such decision from the Special Servicer or the date on which the Special Servicer's time to respond has lapsed. In addition, lapsed as set forth in the Special Servicer acknowledges that, pursuant to the Midland Sub-Primary Servicing Agreement, the Master Servicer has delegated certain tasks, rights and obligations with respect to the CDCMC Loans to the Midland Sub-Servicer.

Determination of Materiality. The General Special Servicer hereby acknowledges such provisions. Nothing in this Agreement, however, shall grant the Primary Servicers for the UCMFI Loans, the Principal Loans, the WaMu Loans or the JHREF MM Loans greater authority, discretion or delegated rights over Post Closing Requests than are set forth in the applicable Primary Servicing Agreement. In addition, the General Special Servicer acknowledges that the General Master Servicer has delegated certain tasks, rights and obligations to the Primary Servicers of the UCMFI Loans, the Principal Loans, the WaMu Loans and the JHREF MM Loans with respect to enforcement of due-on-sale clauses, assumption agreements and due-on-encumbrance clauses pursuant to Section 8.4 of this Agreement. Such Primary Servicing Agreement grants the Primary Servicer certain authority to evaluate and process certain requests with respect thereto in accordance with this Agreement or the applicable Primary Servicing Agreement and the applicable Mortgage Loan documents. Such Primary Servicer is not required to obtain the consent of the General Master Servicer with respect to requests for transfers that are expressly permitted pursuant to the applicable Mortgage Loan documents. With respect to other requests specified in the related Primary Servicing Agreement that require the approval of the General Special Servicer and subject to the terms and provisions of the related Primary Servicing Agreement, the Primary Servicer may forward its recommendation directly to the Special Servicer (with a copy to the General Master Servicer) or it may forward its recommendation with respect to such request to the General Master Servicer. The General Master Servicer shall forward such recommendation to the General Special Servicer within five (5) Business Days of receipt thereof and shall inform the applicable Primary Servicer of the General Special Servicer's decision with respect to such request within one (1) Business Day after receipt of such decision from the Special Servicer or the date on which the General Special Servicer's time to respond has lapsed. In addition, the Special Servicer acknowledges that, pursuant to the Midland each Sub-Servicing Agreement, the Master Servicer has delegated certain tasks, rights and obligations with respect to the CDCMC IXIS Loans and the TIAA Loans to the Midland IXIS Sub-Servicer and the TIAA Sub-Servicer, respectively.

Determination of Materiality. The General Special Servicer hereby acknowledges such provisions. Nothing in this Agreement, however, shall grant the Primary Servicers for the UCMFI Loans, the Principal Loans, the WaMu SunTrust Loans or the JHREF MM Loans greater authority, discretion or delegated rights over Post Post-Closing Requests than are set forth in the applicable Primary Servicing Agreement. In addition, the General Special Servicer acknowledges that the General Master Servicer has delegated certain tasks, rights and obligations to the Primary Servicers of the UCMFI Loans, the Principal Loans, the WaMu SunTrust Loans and the JHREF MM Loans with respect to enforcement of due-on-sale clauses, assumption agreements and due-on-encumbrance clauses pursuant to Section 8.4 of this Agreement. Such Primary Servicing Agreement grants the Primary Servicer certain authority to evaluate and process certain requests with respect thereto in accordance with this Agreement or the applicable Primary Servicing Agreement and the applicable Mortgage Loan documents; provided however, that no such authority to evaluate and process certain requests shall be in contravention of the immediately preceding paragraph. Such Primary Servicer is not required to obtain the consent of the General Master Servicer with respect to requests for transfers that are expressly permitted pursuant to the applicable Mortgage Loan documents. With respect to other requests specified in the related Primary Servicing Agreement that require the approval of the General Special Servicer and subject to the terms and provisions of the related Primary Servicing Agreement, the Primary Servicer may forward its recommendation directly to the Special Servicer (with a copy to the General Master Servicer) or it may forward its recommendation with respect to such request to the General Master Servicer. The General Master Servicer shall use reasonable efforts to forward such recommendation to the General Special Servicer within five (5) Business Days of receipt thereof and after which the General Special Servicer shall inform the General Master Servicer and the applicable Primary Servicer of the Special Servicer's its decision with respect on or prior to such request within one (1) Business Day after receipt of such decision from the Special Servicer or the date on which the General Special Servicer's time to respond has lapsed. In addition, the Special Servicer acknowledges that, pursuant to the Midland Sub-Servicing Agreement, the Master Servicer has delegated certain tasks, rights and obligations with respect to the CDCMC IXIS Loans to the Midland IXIS Sub-Servicer.