Common use of Certain Determinations Clause in Contracts

Certain Determinations. Insofar as the determination of any reporting or certification obligation hereunder depends on an interpretation of the Securities Act, the Exchange Act or the Regulations, then, as between the Primary Servicer on the one hand, and the Master Servicer or the Applicable Depositor (pursuant to such agreements as they may enter into between each other in their respective sole discretion), on the other, the determination of the Master Servicer or the Applicable Depositor shall be conclusive and binding in the absence of manifest error. The Primary Servicer shall be entitled to rely on any such determination that is made by the Master Servicer or the Applicable Depositor. In the event that the Primary Servicer initiates legal proceedings asserting an interpretation that differs from any such determination of the Master Servicer or the Applicable Depositor, then the Primary Servicer shall comply with such determination of the Master Servicer or the Applicable Depositor unless and until a final, nonappealable judgment is rendered in connection with such proceedings, in which case such final, nonappealable judgment shall control. If the Primary Servicer receives notice of interpretations hereunder from the Master Servicer and the Applicable Depositor that conflict with each other, the Primary Servicer shall promptly notify the Master Servicer and the Applicable Depositor, in which case the Primary Servicer shall comply with the interpretation described in the applicable notice from the Master Servicer.

Certain Determinations. Insofar as the determination of any reporting or certification obligation hereunder depends on an interpretation of the Securities Act, the Exchange Act or the Regulations, then, as between the Primary Servicer Subservicer on the one hand, and the Master Servicer or the Applicable Depositor (pursuant to such agreements as they may enter into between each other in their respective sole discretion), on the other, the determination of the Master Servicer or the Applicable Depositor shall be conclusive and binding in the absence of manifest error. The Primary Servicer Subservicer shall be entitled to rely on any such determination that is made by the Master Servicer or the Applicable Depositor. In the event that the Primary Servicer Subservicer initiates legal proceedings asserting an interpretation that differs from any such determination of the Master Servicer or the Applicable Depositor, then the Primary Servicer Subservicer shall comply with such determination of the Master Servicer or the Applicable Depositor unless and until a final, nonappealable judgment is rendered in connection with such proceedings, in which case such final, nonappealable judgment shall control. If the Primary Servicer Subservicer receives notice of interpretations hereunder from the Master Servicer and the Applicable Depositor that conflict with each other, the Primary Servicer Subservicer shall promptly notify the Master Servicer and the Applicable Depositor, in which case the Primary Servicer Subservicer shall comply with the interpretation described in the applicable notice from the Master Servicer. In any event, the initial interpretations set forth on Exhibit G hereto shall be binding on the Subservicer except to the extent otherwise set forth in a notice regarding interpretation delivered to the Subservicer by the Mater Servicer or the Applicable Depositor pursuant to the foregoing provisions of this subsection (i).