Common use of Payment of Premium Clause in Contracts

Payment of Premium. The Backstop Commitment Premium shall be fully earned by the Backstop Parties upon execution of this Agreement, and non-avoidable upon entry of the Backstop Order and shall be paid by the Company Parties, free and clear of any withholding or deduction for any applicable Taxes, on the Effective Date as set forth above. For the avoidance of doubt, to the extent payable in accordance with the terms of this Agreement, the Backstop Commitment Premium will be payable regardless of the amount of Unsubscribed Shares (if any) actually purchased; provided that, notwithstanding anything to the contrary herein, the Backstop Commitment Premium shall not be payable to any of the Backstop Parties (including, for avoidance, a Backstop Party who is not a Defaulting Backstop Party) in the event of any Backstop Party Default unless all of the Available Shares are purchased and actually funded by one or more Replacement Backstop Parties in accordance with Section 2.3. The Company Parties shall satisfy their obligation to pay the Backstop Commitment Premium on the Effective Date by issuing the number of additional shares of New Common Equity (in each case rounded among the Backstop Parties solely to avoid fractional shares of New Common Equity as the Required Backstop Parties may determine in their sole discretion) to each Backstop Party (or its designee pursuant to Section 2.7) equal to such Backstop Party’s Backstop Commitment Premium Share Amount; provided that the Backstop Commitment Termination Premium shall be payable in Cash upon the occurrence of a Backstop Termination Premium Payment Event (to the extent provided in and in accordance with Section 10.6). For the avoidance of doubt, (i) in no event shall both the Backstop Commitment Premium and the Backstop Commitment Termination Premium be payable by the Debtors and (ii) except to the extent that it is a Defaulting Backstop Party, Azurite shall be entitled to receive five percent (5%) of any Backstop Commitment Premium or any Backstop Commitment Termination Premium paid hereunder; provided that, notwithstanding anything to the contrary herein, no Backstop Commitment Premium or Backstop Commitment Termination Premium shall be payable to Azurite (including, for the avoidance of doubt, if Azurite is not a Defaulting Backstop Party) in the event of any Backstop Party Default unless all of the Available Shares are purchased and actually funded by one or more Replacement Backstop Parties in accordance with Section 2.3.

Payment of Premium. The Backstop Commitment Premium shall be fully earned by the Backstop Commitment Parties upon execution of this Agreement, nonrefundable and non-avoidable upon entry of the Backstop Order and shall be paid paid, or caused to be paid, by the Company Parties, free and clear of any withholding or deduction for any applicable Taxes, on the Effective Closing Date as set forth above; provided that such Backstop Commitment Party has provided a properly completed and duly executed Internal Revenue Service (“IRS”) Form W-9 or applicable Form W-8 (or similar or successor form). For the avoidance of doubt, to the extent payable in accordance with the terms of this Agreement, the Backstop Commitment Premium will be payable regardless of the amount of Unsubscribed Shares Securities (if any) actually purchased; provided that, notwithstanding anything that subject to the contrary hereinSection 2.3, the Backstop Commitment Premium shall not be payable to any in respect of the Backstop Parties (including, for avoidance, a Backstop Party who is not a Commitment of any Defaulting Backstop Commitment Party) in the event of any Backstop Party Default unless all of the Available Shares are purchased and actually funded by one or more Replacement Backstop Parties in accordance with Section 2.3. The Company Parties shall satisfy their the Company Parties’ obligation to pay the Backstop Commitment Premium on the Effective Closing Date by issuing the number of additional shares principal amount of New Common Equity Money Securities (in each case rounded among rounding down to the Backstop Parties solely applicable minimum denomination to avoid fractional shares of New Common Equity as the Required Backstop Parties may determine in their sole discretionnotes) to each Backstop Commitment Party (or its designee pursuant to Section 2.7) equal to such Backstop Commitment Party’s applicable Backstop Commitment Premium Share Amount; provided that the payable to such Backstop Commitment Termination Premium Party. If a Backstop Commitment Party fails to provide such IRS Form, the Company Parties shall be payable in Cash upon the occurrence of a Backstop Termination Premium Payment Event (entitled to the extent provided in and in accordance with Section 10.6). For the avoidance of doubt, (i) in no event shall both withhold from the Backstop Commitment Premium such amounts as it is required to deduct and withhold under applicable law and shall promptly pay over such withheld amounts to the applicable governmental entity. If as a result of a change in applicable law prior to the payment of the Backstop Commitment Termination Premium any applicable law requires the withholding or deduction of any Tax from the payment of the Backstop Commitment Premium (and such withholding could not be reduced or eliminated by the timely provision of an applicable IRS Form W-8 or W-9 or similar form), then the sum payable by the Debtors Company Parties shall be increased as necessary so that after such withholding and deduction has been made (iiincluding such withholding and deduction applicable to additional sums payable under this Section 3.2) except the applicable Backstop Commitment Party receives an amount equal to the extent that sum it is a Defaulting would have received had no such withholding or deduction been made, and the Company Parties shall indemnify and hold harmless each Backstop Party, Azurite shall be entitled to receive five percent (5%) Commitment Party in respect of any Backstop Commitment Premium or any Backstop Commitment Termination Premium paid hereunder; provided that, notwithstanding anything to the contrary herein, no Backstop Commitment Premium or Backstop Commitment Termination Premium shall be payable to Azurite (including, for the avoidance of doubt, if Azurite is not a Defaulting Backstop Party) in the event of any Backstop Party Default unless all of the Available Shares are purchased and actually funded by one or more Replacement Backstop Parties in accordance with Section 2.3such Taxes.

Payment of Premium. The Backstop Commitment Premium Reinsurance premiums are payable monthly in advance on a variable net risk method for each reinsurance cession. However, the Ceding Company may choose to continue to pay its premium on an annual basis in advance and make appropriate financial accounting adjustments that may be required to properly reflect the change to a monthly payment mode. Such accounting adjustments must comply with generally acceptable accounting principles. Such payment for policies with anniversaries in any calendar month shall accompany the monthly statement as provided in this Article. Premiums shall be fully earned calculated by applying the Backstop Parties upon execution premium rates per thousand to the net amount at risk as described in Schedule E – Reinsurance Premium Rates. The premium rates per thousand are those specified in Schedule E – Reinsurance Premium Rates. The rates in Schedule E – Reinsurance Premium Rates, [page break] Automatic and Facultative YRT Reinsurance Agreement shall apply to both automatic and facultative reinsurance. On any payment date, monies payable between the Reinsurer and the Ceding Company under this Agreement may be netted to determine the payment due. Terminated risks may be reinstated by paying in full all of the unpaid reinsurance premiums for the risks inforce prior to the termination. The Reinsurer shall not be liable for any claim incurred between the date of termination and reinstatement. The effective date of reinstatement shall be the date on which the Reinsurer receives all required back premiums. The Ceding Company or the Reinsurer may exercise at any time the right to offset any undisputed debts or credits, liquidated or unliquidated, whether on account of premiums or otherwise, due from either party and their affiliates to the other under this Agreement. If the Ceding Company overpays a premium and the Reinsurer accepts the overpayment, and non-avoidable upon entry of the Backstop Order and shall Reinsurer’s acceptance will not constitute nor create a reinsurance liability nor result in any additional reinsurance. Instead, the Reinsurer will be paid by the Company Parties, free and clear of any withholding or deduction for any applicable Taxes, on the Effective Date as set forth above. For the avoidance of doubt, liable to the extent payable Ceding Company for a credit in accordance with the terms of this Agreement, the Backstop Commitment Premium will be payable regardless of the amount of Unsubscribed Shares (if any) actually purchased; provided thatthe overpayment. If a reinsured policy terminates, notwithstanding anything the Reinsurer will refund the premium. This refund will be on a prorated basis from the date of termination of the policy to the contrary herein, the Backstop Commitment Premium shall not be payable date to any of the Backstop Parties (including, for avoidance, which a Backstop Party who is not a Defaulting Backstop Party) in the event of any Backstop Party Default unless all of the Available Shares are purchased and actually funded by one or more Replacement Backstop Parties in accordance with Section 2.3. The Company Parties shall satisfy their obligation to pay the Backstop Commitment Premium on the Effective Date by issuing the number of additional shares of New Common Equity (in each case rounded among the Backstop Parties solely to avoid fractional shares of New Common Equity as the Required Backstop Parties may determine in their sole discretion) to each Backstop Party (or its designee pursuant to Section 2.7) equal to such Backstop Party’s Backstop Commitment Premium Share Amount; provided that the Backstop Commitment Termination Premium shall be payable in Cash upon the occurrence of a Backstop Termination Premium Payment Event (to the extent provided in and in accordance with Section 10.6). For the avoidance of doubt, (i) in no event shall both the Backstop Commitment Premium and the Backstop Commitment Termination Premium be payable by the Debtors and (ii) except to the extent that it is a Defaulting Backstop Party, Azurite shall be entitled to receive five percent (5%) of any Backstop Commitment Premium or any Backstop Commitment Termination Premium paid hereunder; provided that, notwithstanding anything to the contrary herein, no Backstop Commitment Premium or Backstop Commitment Termination Premium shall be payable to Azurite (including, for the avoidance of doubt, if Azurite is not a Defaulting Backstop Party) in the event of any Backstop Party Default unless all of the Available Shares are purchased and actually funded by one or more Replacement Backstop Parties in accordance with Section 2.3premium has been paid.

Payment of Premium. The Backstop Commitment Premium shall be fully earned by the Backstop Parties upon execution of this Agreementearned, nonrefundable and non-avoidable as an administrative expense of the Debtors upon entry of the Backstop Approval Order and shall be paid by the Company PartiesDebtors, free and clear of any withholding or deduction for any applicable Taxes, on the Effective Closing Date as set forth above. For the avoidance of doubt, to the extent payable in accordance with the terms of this Agreement, the Backstop Commitment Premium will be payable regardless of the amount of Unsubscribed Shares (if any) actually purchased; provided that, notwithstanding anything to the contrary herein, the Backstop Commitment Premium shall not be payable to any of the Backstop Parties (including, for avoidance, a Backstop Party who is not a Defaulting Backstop Party) in the event of any Backstop Party Default unless all of the Available Shares are purchased and actually funded by one or more Replacement Backstop Parties in accordance with Section 2.3. The Company Parties shall satisfy their its obligation to pay the Backstop Commitment Premium on the Effective Closing Date by by, in lieu of any cash payments, issuing the number of additional shares of New Common Equity Stock (in each case rounded among rounding down to the Backstop Parties nearest whole share solely to avoid fractional shares) to the Commitment Parties that is required to be issued so that, after giving effect to the New Common Stock issued or issuable under the Rights Offering and in respect of the satisfaction of the Commitment Premium by way of issuance of such additional shares of New Common Equity as the Required Backstop Parties may determine in their sole discretion) to each Backstop Party (or its designee Stock pursuant to Section 2.7) equal this ‎Section 3.2, the Commitment Parties are issued, in satisfaction of the Company’s obligation to such Backstop Party’s Backstop pay the Commitment Premium, the Commitment Premium Share Amount; provided that Settlement Percentage of the Backstop Commitment Termination Premium shall be payable total number of shares of New Common Stock of the Reorganized Company outstanding as of the Closing Date (excluding from such total number of shares of New Common Stock any shares of New Common Stock issued or issuable in Cash upon respect of the occurrence of a Backstop Termination Premium Payment Event (to the extent provided in and in accordance with Section 10.6). For the avoidance of doubt, (i) in no event shall both the Backstop Commitment Premium and the Backstop Commitment Termination Premium be payable by the Debtors and (ii) except to the extent that it is a Defaulting Backstop Party, Azurite shall be entitled to receive five percent (5%) of any Backstop Commitment Premium or any Backstop Commitment Termination Premium paid hereunder; provided that, notwithstanding anything to the contrary herein, no Backstop Commitment Premium or Backstop Commitment Termination Premium shall be payable to Azurite (includingManagement Incentive Plan and, for the avoidance of doubt, including in such total number of shares of New Common Stock (i) the Rights Offering Shares, (ii) any Unsubscribed Shares issued pursuant to this Agreement and (iii) the shares of New Common Stock issued in satisfaction of such Commitment Premium); provided, that if Azurite is the Closing does not a Defaulting Backstop Party) occur, the Termination Fee shall be payable (in the event of any Backstop Party Default unless all lieu of the Available Shares are purchased Commitment Premium, and actually funded any and all claims in respect of which shall be deemed waived, released and of no further force and effect), in cash, to the extent provided in Section 9.4. The Parties hereto agree and acknowledge that the Commitment Premium is to reimburse the administrative expenses incurred by one or more Replacement Backstop the Commitment Parties in accordance preparing this Agreement and allocating capital to fund their commitments herein. To the extent the Company’s obligation to pay the Commitment Premium to the Commitment Parties as provided herein is satisfied by the issuance of additional shares of New Common Stock, such issuance of shares will be subject to (i) applicable provisions of the Securities Act, the Bankruptcy Code or other applicable securities laws insofar as such laws relate to the definition of “underwriters” and (ii) compliance with Section 2.3the rules and regulations of the SEC.

Payment of Premium. The Backstop Commitment Premium shall be fully earned by the Backstop Equity Commitment Parties upon execution of this Agreement, nonrefundable and non-avoidable upon entry of the Backstop Order and shall be paid by the Company PartiesHoldings, free and clear of any withholding or deduction for any applicable Taxes, on the Effective Date as set forth above. For the avoidance of doubt, to the extent payable in accordance with the terms of this Agreement, the Backstop Commitment Premium will be payable regardless of the amount of Unsubscribed Shares (if any) actually purchased; provided that, notwithstanding anything that subject to the contrary hereinSection 2.3, the Backstop Commitment Premium shall not be payable to any in respect of the Backstop Parties (including, for avoidance, a Backstop Party who is not a Defaulting Backstop Party) in the event Funding Commitments of any Backstop Party Default unless all of the Available Shares are purchased and actually funded by one or more Replacement Backstop Parties in accordance with Section 2.3Defaulting Equity Commitment Party. The Company Parties Holdings shall satisfy their its obligation to pay the Backstop Commitment Premium on the Effective Date by issuing the number of additional shares of New Common Equity Stock (in each case rounded among the Backstop Equity Commitment Parties solely to avoid fractional shares of New Common Equity Stock as the Required Backstop Equity Commitment Parties may determine in their sole discretion) to each Backstop Equity Commitment Party (or its designee pursuant to Section 2.7) equal to such Backstop Equity Commitment Party’s Backstop Commitment Premium Share Amount; provided that if the Closing does not occur, the Backstop Commitment Termination Premium shall be payable (in Cash upon lieu of the occurrence of a Backstop Termination Premium Payment Event (Commitment Premium) in Cash, to the extent provided in (and in accordance with with) Section 10.6). For the avoidance of doubt, (i) in no event shall both the Backstop Commitment Premium and the Backstop Commitment Termination Premium be payable by the Debtors and (ii) except to the extent that it is a Defaulting Backstop Party, Azurite shall be entitled to receive five percent (5%) of any Backstop Commitment Premium or any Backstop Commitment Termination Premium paid hereunder; provided that, notwithstanding anything to the contrary herein, no Backstop Commitment Premium or Backstop Commitment Termination Premium shall be payable to Azurite (including, for the avoidance of doubt, if Azurite is not a Defaulting Backstop Party) in the event of any Backstop Party Default unless all of the Available Shares are purchased and actually funded by one or more Replacement Backstop Parties in accordance with Section 2.3Debtors.

Payment of Premium. The Backstop Commitment Premium shall be fully earned by the Backstop Commitment Parties upon execution of this Agreement, nonrefundable and non-avoidable upon entry of the Backstop Order and shall be paid by the Company PartiesPCHI, free and clear of any withholding or deduction for any applicable Taxes, on the Effective Date as set forth above. For the avoidance of doubt, to the extent payable in accordance with the terms of this Agreement, the Backstop Commitment Premium will be payable regardless of the amount number of Unsubscribed Shares and/or Original Principal Amount of Unsubscribed Notes (if any) actually purchased; provided that, notwithstanding anything subject to the contrary hereinSection 2.3, the Backstop Commitment Premium shall not be payable to any in respect of the Backstop Parties (including, for avoidance, a Backstop Party who is not a Defaulting Backstop Party) in the event Funding Commitments of any Backstop Party Default unless all of the Available Shares are purchased and actually funded by one or more Replacement Backstop Parties in accordance with Section 2.3Defaulting Commitment Party. The Company Parties PCHI shall satisfy their its obligation to pay the Backstop Commitment Premium on the Effective Date by issuing (a) the number of additional shares of New Common Equity Stock (in each case rounded among the Backstop Commitment Parties solely to avoid fractional shares of New Common Equity Stock as the Required Backstop Commitment Parties may determine in their sole discretion) and (b) the Original Principal Amount of New Second Lien Notes (rounded down to the applicable minimum denomination) to each Backstop Commitment Party (or its designee pursuant to Section 2.7) on a pro rata basis equal to such Backstop Commitment Party’s Backstop Commitment Premium Share Amount and Backstop Commitment Premium Notes Amount, as applicable; provided that if the Closing does not occur, the Backstop Commitment Termination Premium shall be payable free and clear of any withholding or deduction for any applicable Taxes (in Cash upon lieu of the occurrence of a Backstop Termination Premium Payment Event (Commitment Premium) in Cash, to the extent provided in (and in accordance with with) Section 10.6)10.5. For the avoidance of doubt, (i) in no event shall both the Backstop Commitment Premium and the Backstop Commitment Termination Premium be payable by the Debtors and (ii) except to the extent that it is a Defaulting Backstop Party, Azurite shall be entitled to receive five percent (5%) of any Backstop Commitment Premium or any Backstop Commitment Termination Premium paid hereunder; provided that, notwithstanding anything to the contrary herein, no Backstop Commitment Premium or Backstop Commitment Termination Premium shall be payable to Azurite (including, for the avoidance of doubt, if Azurite is not a Defaulting Backstop Party) in the event of any Backstop Party Default unless all of the Available Shares are purchased and actually funded by one or more Replacement Backstop Parties in accordance with Section 2.3Debtors.

Payment of Premium. The Backstop Commitment Premium shall be fully earned by the Backstop Equity Commitment Parties upon execution of this Agreement, nonrefundable and non-avoidable upon entry of the Backstop Order and shall be paid by the Company PartiesHoldings, free and clear of any withholding or deduction for any applicable Taxes, on the Effective Date as set forth above. For the avoidance of doubt, to the extent payable in accordance with the terms of this Agreement, the Backstop Commitment Premium will be payable regardless of the amount of Unsubscribed Shares (if any) actually purchased; provided that, notwithstanding anything that subject to the contrary hereinSection 2.3, the Backstop Commitment Premium shall not be payable to any in respect of the Backstop Parties (including, for avoidance, a Backstop Party who is not a Defaulting Backstop Party) in the event Funding Commitments of any Backstop Party Default unless all of the Available Shares are purchased and actually funded by one or more Replacement Backstop Parties in accordance with Section 2.3Defaulting Equity Commitment Party. The Company Parties Holdings shall satisfy their its obligation to pay the Backstop Commitment Premium on the Effective Date by issuing the number of additional shares of New Common Equity Stock (in each case rounded to the nearest whole share among the Backstop Equity Commitment Parties solely to avoid fractional shares of New Common Equity Stock as the Required Backstop Equity Commitment Parties may determine in their sole discretion) to each Backstop Equity Commitment Party (or its designee pursuant to Section 2.7) equal to such Backstop Equity Commitment Party’s Backstop Commitment Premium Share Amount; provided that if the Closing does not occur, the Backstop Commitment Termination Premium shall be payable (in Cash upon lieu of the occurrence of a Backstop Termination Premium Payment Event (Commitment Premium) in Cash, to the extent provided in (and in accordance with with) Section 10.6). For the avoidance of doubt, (i) in no event shall both the Backstop Commitment Premium and the Backstop Commitment Termination Premium be payable by the Debtors and (ii) except to the extent that it is a Defaulting Backstop Party, Azurite shall be entitled to receive five percent (5%) of any Backstop Commitment Premium or any Backstop Commitment Termination Premium paid hereunder; provided that, notwithstanding anything to the contrary herein, no Backstop Commitment Premium or Backstop Commitment Termination Premium shall be payable to Azurite (including, for the avoidance of doubt, if Azurite is not a Defaulting Backstop Party) in the event of any Backstop Party Default unless all of the Available Shares are purchased and actually funded by one or more Replacement Backstop Parties in accordance with Section 2.3Debtors.

Payment of Premium. The Backstop Commitment Premium Reinsurance premiums are payable monthly in advance on a variable net risk method for each reinsurance cession. However, the Ceding Company may choose to continue to pay its premium on an annual basis in advance and make appropriate financial accounting adjustments that may be required to properly reflect the change to a monthly payment mode. Such accounting adjustments must comply with general acceptable accounting principles. Such payment for policies with anniversaries in any calendar month shall accompany the monthly statement as provided in this Article. Premiums shall be fully earned calculated by applying the Backstop Parties upon execution premium rates per thousand to the net amount at risk as described in Schedule E – Reinsurance Premium Rates. The premium rates per thousand are those specified in Schedule E – Reinsurance Premium Rates. The rates in Schedule E – Reinsurance Premium Rates, shall apply to both automatic and facultative reinsurance. On any payment date, monies payable between the Reinsurer and the Ceding Company under this Agreement may be netted to determine the payment due. Terminated risks may be reinstated by paying in full all of the unpaid reinsurance premiums for the risks inforce prior to the termination. The Reinsurer shall not be liable for any claim incurred between the date of termination and reinstatement. The effective date of reinstatement shall be the date on which the Reinsurer receives all required back premiums. The Ceding Company or the Reinsurer may exercise at any time the right to offset any undisputed debts or credits, liquidated or unliquidated, whether on account of premiums or otherwise, due from either party and their affiliates to the other under this Agreement. If the Ceding Company overpays a premium and the Reinsurer accepts the overpayment, and non-avoidable upon entry of the Backstop Order and shall Reinsurer’s acceptance will not constitute nor create a reinsurance liability nor result in any additional reinsurance. Instead, the Reinsurer will be paid by the Company Parties, free and clear of any withholding or deduction for any applicable Taxes, on the Effective Date as set forth above. For the avoidance of doubt, liable to the extent payable Ceding Company for a credit in accordance with the terms of this Agreement, the Backstop Commitment Premium will be payable regardless of the amount of Unsubscribed Shares (if any) actually purchased; provided thatthe overpayment. If a reinsured Policy terminates, notwithstanding anything the Reinsurer will refund the premium. This refund will be on a prorated basis from the date of termination of the Policy to the contrary herein, the Backstop Commitment Premium shall not be payable date to any of the Backstop Parties (including, for avoidance, which a Backstop Party who is not a Defaulting Backstop Party) in the event of any Backstop Party Default unless all of the Available Shares are purchased and actually funded by one or more Replacement Backstop Parties in accordance with Section 2.3. The Company Parties shall satisfy their obligation to pay the Backstop Commitment Premium on the Effective Date by issuing the number of additional shares of New Common Equity (in each case rounded among the Backstop Parties solely to avoid fractional shares of New Common Equity as the Required Backstop Parties may determine in their sole discretion) to each Backstop Party (or its designee pursuant to Section 2.7) equal to such Backstop Party’s Backstop Commitment Premium Share Amount; provided that the Backstop Commitment Termination Premium shall be payable in Cash upon the occurrence of a Backstop Termination Premium Payment Event (to the extent provided in and in accordance with Section 10.6). For the avoidance of doubt, (i) in no event shall both the Backstop Commitment Premium and the Backstop Commitment Termination Premium be payable by the Debtors and (ii) except to the extent that it is a Defaulting Backstop Party, Azurite shall be entitled to receive five percent (5%) of any Backstop Commitment Premium or any Backstop Commitment Termination Premium paid hereunder; provided that, notwithstanding anything to the contrary herein, no Backstop Commitment Premium or Backstop Commitment Termination Premium shall be payable to Azurite (including, for the avoidance of doubt, if Azurite is not a Defaulting Backstop Party) in the event of any Backstop Party Default unless all of the Available Shares are purchased and actually funded by one or more Replacement Backstop Parties in accordance with Section 2.3premium has been paid.