ADMINISTRATION OF THE POLICIES. Insurer does hereby grant to Darwin authority in all matters relating to risk management and policy administration of the Policies (to the extent such authority may be granted pursuant to applicable law), including, without limitation, the power, without reservation, to bill and collect all premiums for the Policies, to pay all amounts oxxxx to agents or brokers in respect of the policies, to adjust, to defend, to settle and to pay all claims, and to recover (by way of subrogation or otherwise) any losses, incurred under any of the Policies, and to take such other and further actions as may be necessary or desirable to effect the transactions contemplated by this Agreement. Insurer also grants to Darwin authority and discretion with respect to all matters relating to claims settlement, salvage and subrogation and litigation concerning the Policies, including, but not limited to, the selection of counsel therefor. Darwin agrees to remit to Insurer promptly upon receipt thereof (a) all premium payments, (b) any salvage, subrogation or other recoveries received by it in respect of the Policies and (c) all notices of claims, losses or any other information whatsoever relating to the Policies.
ADMINISTRATION OF THE POLICIES. As of the Effective Date, the Administrator agrees to perform the Services with the utmost good faith for as long as the Reinsurer is required to provide reinsurance hereunder. The Administrator agrees to indemnify and hold harmless the Company from and against any losses, damages, liabilities, costs, or expenses incurred by the Company as result of the Administrator's material breach of this Article IX. If the Reinsurer reasonably believes that the Administrator has failed to perform the Services, the Reinsurer shall notify the Administrator in writing of such failure and the Administrator shall have ten (10) business days to cure such failure to the reasonable satisfaction of the Reinsurer. If the Administrator fails or refuses to cure such failure within such period, or has become financially impaired, the Reinsurer may request the Administrator to secure another Person to perform the Services, in which case the Company shall engage another Person selected by the Administrator and reasonably satisfactory to the Company and the Reinsurer to perform the Services. Such other Person shall have in good standing all governmental regulatory and other licenses, permits and authorizations necessary or required by law to perform the Services. In the event the Administrator is removed from performing the Services pursuant to this Article, the Company and the Administrator shall deliver to the replacement Person providing the Services all reports, records, documents, instruments and other information necessary or required to perform satisfactorily the Services. All costs associated with the transfer of the Services to another Person shall be borne by the Administrator.
ADMINISTRATION OF THE POLICIES. (a) The Policies shall be serviced by the Servicer until the Transaction Termination Date in accordance with the terms of the Contribution, Sale and Servicing Agreement and the Master Agreement. The Servicer retains all rights to provide any notices and instructions to Obligors in connection with the Policies. In the event that the Indenture Trustee obtains any notices, requests for information or other communication from an Obligor, including without limitation, notices regarding the payment of insurance premiums, it shall immediately forward such communication to the Servicer. The Indenture Trustee shall deposit all Policy Proceeds received by it with respect to any Policy in the Collection Account, in accordance with Section 12.02 hereof, and in the event the Servicer receives any payments with respect to a Policy, it shall notify the Indenture Trustee of such receipt and anticipated remittance and shall remit (in the form received, and properly endorsed) such amounts to the Indenture Trustee within one Business Day of receipt thereof for deposit (when such amounts have cleared) in the Collection Account. The Indenture Trustee shall have no obligation to advance funds to the Collection Account. In the absence of an Event of Default, the Indenture Trustee shall not take any action with respect to any Policy without the express written authorization of the Servicer or the Issuer. Notwithstanding that the Indenture Trustee is the assignee of the Policies, the Indenture Trustee shall have no duties or responsibilities under the terms of the Policies except as specifically set forth herein.
ADMINISTRATION OF THE POLICIES. A. The Reinsurer shall administer all matters related to the Policies pursuant to the terms and conditions of the Administrative Services Agreement. Notwithstanding any other provision to the contrary, the Reinsurer acknowledges that (i) in no event shall the Ceding Company have any Liability to the Reinsurer hereunder for any default of its obligations under this Agreement caused by the failure of the Reinsurer to perform its obligations under the Administrative Services Agreement and (ii) in no event shall the failure of the Reinsurer to perform its obligations under the Administrative Services Agreement give the Reinsurer any grounds for not performing its obligations under this Agreement.
ADMINISTRATION OF THE POLICIES. As of the Effective Date, the Company shall perform the Services following commercially reasonable practices for as long as the Reinsurer is required to provide reinsurance hereunder. If the Reinsurer reasonably believes that the Company has failed to perform the Services, the Reinsurer shall notify the Company in writing of such failure and the Company shall have 30 days to demonstrate to the reasonable satisfaction of the Reinsurer that its Services are being performed in a commercially reasonable manner or to cure such failure to the reasonable satisfaction of the Reinsurer. Failure to follow current underwriting practices or to perform other insurance practices in a commercially reasonable manner shall be considered a breach of a covenant by the Company under this Agreement.
