Common use of Asset-Related Insurance Clause in Contracts

Asset-Related Insurance. Pursuant to Section 2.1(e), the conveyance and transfer set forth in Section 2.1 includes, to the extent (and only to the extent) assignable and in relation to (and only in relation to) any Asset or the Collateral for any Loan, the rights of the Transferor under existing casualty or title insurance policies in respect of any Asset or the Collateral for any Loan (and such conveyance and transfer otherwise excludes any right, title or interest in, to or under any insurance policy), and the terms of Sections 3.1(f) and (subject to Section 3.1(f)) 3.1(g) will apply to such rights so included in such conveyance and transfer, provided that (i) without limiting the generality of Section 5.1, the Transferor makes no representations or warranties of any kind, nor assumes any liability or responsibility whatsoever, to the Company with respect to any such insurance policy, including with respect to the existence of coverage under any such insurance policy, the effectiveness of any such insurance policy or the amount of coverage under any such insurance policy, (ii) it will be the sole obligation of the Company, at its expense, to determine whether any such insurance policy is in effect, to take such actions as may be necessary or appropriate to obtain or continue coverage under any such insurance policy and to ensure that the issuer of any such insurance policy is notified of the purchase and transfer of the Assets, and (iii) anything in this Section 4.7 (or the rest of this Agreement) to the contrary notwithstanding, neither the Transferor (nor, for the avoidance of doubt, any Existing Servicer) will have any obligation, to any extent, to maintain, or to take any action to maintain in effect, any such insurance policy in effect after the Closing Date. On (and from and after) the Closing Date, (x) the Company will be responsible for having itself substituted as loss payee on all Asset-related insurance in which the Failed Bank or the Transferor is currently listed as a loss payee; and (y) the Company must cause to be put into place such insurance for the Assets and the Collateral for the Loans with respect to which the Borrower has failed to maintain required insurance, in accordance with the requirements in the Insurance Schedule (attached as Annex III to the LLC Operating Agreement). Upon the cancellation after the Closing Date of any insurance policy maintained by the Transferor or the Failed Bank with respect to any Asset and the receipt by the Company or the Transferor of any refund of any premiums previously paid with respect thereto, such refunded amount will inure to the benefit of the Borrowers with respect to the affected Assets, and such refunded amount must be remitted to (or retained by) the Company and applied as appropriate to adjust the Escrow Accounts, if any, or other records with respect to such affected Assets.

Asset-Related Insurance. Pursuant to Section 2.1(e), the conveyance and transfer set forth in Section 2.1 includes, to the extent (and only to the extent) assignable and in relation to (and only in relation to) any Asset or the Collateral for any Loan, the rights of the Transferor under existing casualty or title insurance policies in respect of any Asset or the Collateral for any Loan (and such conveyance and transfer otherwise excludes any right, title or interest in, to or under any insurance policy)Loan, and the terms of Sections 3.1(f) and (subject to Section 3.1(f)) 3.1(g) will shall apply to such rights so included in such conveyance transfer and transferconveyance, provided that (i) without limiting the generality of Section 5.1, the Transferor makes no representations or warranties of any kind, nor assumes any liability or responsibility whatsoever, to the Company with respect to any such insurance policy, including with respect to the existence of coverage under any such insurance policy, the effectiveness of any such insurance policy or the amount of coverage under any such insurance policy, (ii) it will shall be the sole obligation of the Company, at its expense, to determine whether any such insurance policy is in effect, to take such actions as may be necessary or appropriate to obtain or continue coverage under any such insurance policy and to ensure that the issuer of any such insurance policy is notified of the purchase and transfer of the Assets, and (iii) anything in this Section 4.7 (or the rest of this Agreement) to the contrary notwithstanding, neither the Transferor (nor, for the avoidance of doubt, any Existing Servicer) will have any obligation, to any extent, to maintain, or to take any action to maintain in effect, any such insurance policy in effect after the Closing Date. On (and from and after) the Closing Date, (x) the Company will shall be responsible for having itself substituted as loss payee on all Asset-related insurance in which the any Failed Bank or the Transferor is currently listed as a loss payee; and (y) the Company must shall cause to be put into place such insurance for the Assets and the Collateral for the Loans with respect to which the Borrower has failed to maintain required insurance, in accordance with the requirements in the Insurance Schedule (attached as Annex III to the LLC Operating Agreement). Upon the cancellation after the Closing Date of any insurance policy maintained by the Transferor or the any Failed Bank with respect to any Asset and the receipt by the Company or the Transferor of any refund of any premiums previously paid with respect thereto, such refunded amount will shall inure to the benefit of the Borrowers with respect to the affected Assets, and such refunded amount must shall be remitted to (or retained by) the Company and applied as appropriate to adjust the Escrow Accounts, if any, or other records with respect to such affected Assets.