Common use of Assets in Litigation Clause in Contracts

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) The Company will shall 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 shall retain all rights and obligations, and will shall remain the real party-in-interest, with respect to, and will shall 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 shall 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 shall be responsible for, and must (upon demand) shall 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 shall 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 shall be conclusive and binding for all purposes with respect to this Agreement.

Assets in Litigation. (a) (i) The Company will shall 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 shall retain all rights and obligations, and will shall remain the real party-in-interest, with respect to, and will shall 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 shall 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 shall be responsible for, and must shall (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 shall 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 shall be conclusive and binding for all purposes with respect to this Agreement.