Assets in Litigation. (a) (i) The Company will have no obligation to substitute its counsel to represent the Company’s interests with respect to any Closing Date Asset Litigation which solely constitutes Retained Closing Date Asset Litigation (and does not also constitute (in whole or in part) Assumed Closing Date Asset Litigation). In such case, the Transferor will retain all rights and obligations, and will remain the real party-in-interest, with respect to, and will retain control over, such Retained Closing Date Asset Litigation. With respect to any Closing Date Asset Litigation which constitutes both Assumed Closing Date Asset Litigation and Retained Closing Date Asset Litigation, the Retained Closing Date Asset Litigation will be bifurcated from the Assumed Closing Date Asset Litigation, with the Transferor retaining all rights and obligations, and remaining the real party-in-interest, with respect to, and retaining control over, the Retained Closing Date Asset Litigation and with the Company substituting itself as the real party in interest and taking control of the Assumed Closing Date Asset Litigation as is provided otherwise in this Section 4.5. The Company will be responsible for, and must (upon demand) pay or reimburse the Transferor for, the reasonable fees and expenses of outside counsel retained by the Transferor to defend any Retained Closing Date Asset Litigation (to the extent that such fees and expenses were or are incurred by the Transferor after the Cut-Off Date), and such obligation of the Company in this sentence will constitute Servicing Expenses. The Transferor’s determination as to whether or not, and the extent to which, a Closing Date Asset Litigation constitutes a Retained Closing Date Asset Litigation will be conclusive and binding for all purposes with respect to this Agreement.
Assets in Litigation. (a) (i) With respect to any Asset that is the subject of any type of pending litigation as of the Closing Date that consists solely of claims or actions based upon, arising out or involving Excluded Liabilities (“Excluded Liabilities Litigation”), the Company shall have no obligation to substitute its counsel to represent the Company’s interests in the Excluded Liabilities Litigation. In such case, the Initial Member shall retain all rights and obligations, and shall remain the real party-in-interest, with respect to and shall retain control over the Excluded Liabilities Litigation. With respect to any Asset that is the subject of any type of pending litigation that consists of both Excluded Liabilities Litigation and other claims or actions, that portion of any litigation that consists of Excluded Liabilities Litigation shall be bifurcated from such other claims or actions, with the Initial Member retaining all rights and obligations, and remaining the real party-in-interest, with respect to and shall retain control over the Excluded Liabilities Litigation and the Company substituting itself as the real party in interest and taking control of the remaining claims in the litigation as is provided otherwise in this Section 4.5. The Initial Member shall pay all of the costs and expenses incurred by it in connection with any such Excluded Liabilities Litigation, including all legal fees and expenses and court costs. The Initial Member’s determination whether or not pending litigation consists of Excluded Liabilities Litigation and the extent to which pending litigation consists of both Excluded Liabilities Litigation and other claims or actions shall be conclusive and binding for all purposes with respect to this Agreement.
Assets in Litigation. With respect to any Asset which is the -------------------- subject of any type of pending litigation, the Buyer will notify the Seller at the address provided in Section 10.2 within sixty (60) days after the Closing of the name of the attorney selected by the Buyer to represent the Buyer's interest in the litigation. The Buyer will, within sixty (60) days after the Closing, notify the clerk of the court and all counsel of record that ownership of the Asset was transferred from the Seller to the Buyer. The Buyer will have its attorney file appropriate pleadings with the court within sixty (60) days after the Closing substituting the Buyer's attorney for the Seller's attorney and also removing the Seller as a party to the litigation and substituting the Buyer as the real party in interest. Should the Buyer fail to comply with the provisions of this Section 6.(5) within the applicable time period, the Seller may, at its option, dismiss with or without prejudice, or withdraw from, any such pending litigation. The Buyer agrees to reimburse the Seller, on demand, for the Seller's legal expenses (including without limitation, reasonable attorneys' fees) in such litigation in the event Buyer breaches its obligations hereunder.
