Common use of Certain Litigation Matters Clause in Contracts

Certain Litigation Matters. (a) Recco and Onyx shall provide prompt written notice to the Surety Provider, the Collateral Agent and the Program Manager of any action, proceeding or investigation of which a Responsible Officer of Recco or Onyx (as applicable) has actual knowledge that could materially adversely affect the rights or obligations of the Surety Provider, the Collateral Agent or the Program Manager under the Operative Documents or any other document delivered with respect thereto. (b) Recco and Onyx shall, upon written notice from (i) the Controlling Party or, (ii) with prior written consent of or at the request of, the Controlling Party, allow the Surety Provider, the Collateral Agent or the Program Manager to institute, assume or control the defense of any action, proceeding or investigation that could materially adversely affect the rights or obligations of the Surety Provider, the Collateral Agent or the Program Manager under the Operative Documents or any other document delivered with respect thereto, if Onyx or Recco (as the case may be) shall not be actively defending such action, proceeding or investigation. (c) Neither Recco nor Onyx shall, without the Controlling Party's prior written consent or unless directed by the Controlling Party, agree to any settlement of any action, proceeding or investigation that could materially adversely affect the rights or obligations of the Surety Provider, the Collateral Agent or the Program Manager under the Operative Documents or any other document delivered with respect thereto. (d) For purposes of this Section 7.3 and the definition of "Surety Provider Defense Costs" set forth in the Definitions List, and without limiting the meaning of the term "materially," any of the following actions or proceedings shall be deemed to materially adversely affect the rights or the obligations of the Surety Provider, the Collateral Agent or the Program Manager: (i) any action or proceeding brought as a putative class action or lawsuit where the plaintiff is proceeding in a representative capacity, whether brought under federal or state procedural rules; or (ii) any actions or proceedings where the aggregate amount of damages sought against Onyx or Recco in such actions or proceedings shall be equal to or in excess of $1,000,000 and in which the underlying causes of action are related to Onyx's contract origination procedures, in each case, to the extent such action or proceeding is related to the Purchased Contracts. (e) Notwithstanding anything to the contrary herein, the terms of this Section 7.3 and the definition of "Surety Provider Defense Costs" set forth in the Definitions List shall not apply to any action or proceeding involving any of the Seller, the Servicer or Recco or any Affiliate of any of them, on the one hand, and any of the Surety Provider, the Lenders or CDC, or any Affiliate of any of them, on the other hand, as adverse parties, in any action or proceeding.

Certain Litigation Matters. (a) Recco and Onyx shall provide prompt written notice to the Surety Provider, the Collateral Agent, the Administrative Agent and the Program Manager each Group Agent of any action, proceeding or investigation of which a Responsible Officer of Recco or Onyx (as applicable) has actual knowledge that could materially adversely affect the rights or obligations of the Surety Provider, the Collateral Agent, the Administrative Agent or the Program Manager any Group Agent under the Operative Documents or any other document delivered with respect thereto. (b) Recco and Onyx shall, upon written notice from (i) the Controlling Party or, (ii) with prior written consent of or at the request of, the Controlling Party, allow the Surety Provider, the Collateral Agent, the Administrative Agent or the Program Manager any Group Agent to institute, assume or control the defense of any action, proceeding or investigation that could materially adversely affect the rights or obligations of the Surety Provider, the Collateral Agent, the Administrative Agent or the Program Manager any Group Agent under the Operative Documents or any other document delivered with respect thereto, if Onyx or Recco (as the case may be) shall not be actively defending such action, proceeding or investigation. (c) Neither Recco nor Onyx shall, without the Controlling Party's prior written consent or unless directed by the Controlling Party, agree to any settlement of any action, proceeding or investigation that could materially adversely affect the rights or obligations of the Surety Provider, the Collateral Agent, the Administrative Agent or the Program Manager any Group Agent under the Operative Documents or any other document delivered with respect thereto. (d) For purposes of this Section 7.3 and the definition of "Surety Provider Defense Costs" set forth in the Definitions List, and without limiting the meaning of the term "materially," any of the following actions or proceedings shall be deemed to materially adversely affect the rights or the obligations of the Surety Provider, the Collateral Agent, the Administrative Agent or the Program Managerany Group Agent: (i) any action or proceeding brought as a putative class action or lawsuit where the plaintiff is proceeding in a representative capacity, whether brought under federal or state procedural rules; or (ii) any actions or proceedings where the aggregate amount of damages sought against Onyx or Recco in such actions or proceedings shall be equal to or in excess of $1,000,000 and in which the underlying causes of action are related to Onyx's contract origination procedures, in each case, to the extent such action or proceeding is related to the Purchased Contracts. (e) Notwithstanding anything to the contrary herein, the terms of this Section 7.3 and the definition of "Surety Provider Defense Costs" set forth in the Definitions List shall not apply to any action or proceeding involving any of the Seller, the Servicer or Recco or any Affiliate of any of them, on the one hand, and any of the Surety Provider, the Lenders or CDCCDC FP, or any Affiliate of any of them, on the other hand, as adverse parties, in any action or proceeding.

Certain Litigation Matters. (a) Recco ▇▇▇▇▇ and Onyx shall provide prompt written notice to the Surety Provider, the Collateral Agent and the Program Manager of any action, proceeding or investigation of which a Responsible Officer of Recco ▇▇▇▇▇ or Onyx (as applicable) has actual knowledge that could materially adversely affect the rights or obligations of the Surety Provider, the Collateral Agent or the Program Manager under the Operative Documents or any other document delivered with respect thereto. (b) Recco ▇▇▇▇▇ and Onyx shall, upon written notice from (i) the Controlling Party or, (ii) with prior written consent of or at the request ofSurety Provider, the Controlling PartyCollateral Agent and the Program Manager, allow the Surety Provider, the Collateral Agent or the Program Manager to institute, assume or control the defense of any action, proceeding or investigation that could materially adversely affect the rights or obligations of the Surety Provider, the Collateral Agent or the Program Manager under the Operative Documents or any other document delivered with respect thereto, if Onyx or Recco ▇▇▇▇▇ (as the case may be) shall not be actively defending such action, proceeding or investigation. (c) Neither Recco ▇▇▇▇▇ nor Onyx shall, without the Controlling PartySurety Provider's prior written consent or unless directed by the Controlling PartySurety Provider, agree to any settlement of any action, proceeding or investigation that could materially adversely affect the rights or obligations of the Surety Provider, the Collateral Agent or the Program Manager under the Operative Documents or any other document delivered with respect thereto. (d) For purposes of this Section 7.3 and the definition of "Surety Provider Defense Costs" set forth in the Definitions List, and without limiting the meaning of the term "materially," any of the following actions or proceedings shall be deemed to materially adversely affect the rights or the obligations of the Surety Provider, the Collateral Agent or the Program Manager: (i) any action or proceeding brought as a putative class action or lawsuit where the plaintiff is proceeding in a representative capacity, whether brought under federal or state procedural rules; or (ii) any actions or proceedings where the aggregate amount of damages sought against Onyx or Recco ▇▇▇▇▇ in such actions or proceedings shall be equal to or in excess of $1,000,000 1 million and in which the underlying causes of action are related to Onyx's contract origination procedures, in each case, to the extent such action or proceeding is related to the Purchased Contracts. (e) Notwithstanding anything to the contrary herein, the terms of this Section 7.3 and the definition of "Surety Provider Defense Costs" set forth in the Definitions List shall not apply to any action or proceeding involving any of the Seller, the Servicer or Recco ▇▇▇▇▇ or any Affiliate of any of them, on the one hand, and any of the Surety Provider, the Lenders Triple-A One, CapMAC or CDCCapFin, or any Affiliate of any of them, on the other hand, as adverse parties, in any action or proceeding.