Common use of Payment of Insurance Premiums Clause in Contracts

Payment of Insurance Premiums. To the extent that Operator does not self-insure pursuant to Section D6.1(b) hereof, Operator shall pay the premiums for such Policies (the "Insurance Premiums") as the same become due and payable and shall furnish to Owner evidence of the renewal of each of the Policies with receipts for the payment of the Insurance Premiums or other evidence of such payment reasonably satisfactory to Owner. If Operator does not furnish such evidence and receipts at least thirty (30) days subsequent to the expiration of any expiring Policy, then Owner may procure, but shall not be obligated to procure, such insurance and pay the Insurance Premiums therefor, and Operator agrees to reimburse Owner for the cost of such Insurance Premiums promptly on demand. Within thirty (30) days after request by Owner, Operator shall obtain such increases in the amounts of coverage required hereunder as may be reasonably requested by Owner, taking into consideration changes in the value of money over time, changes in liability laws, changes in prudent customs and practices. The payment by Operator of Insurance Premiums pursuant to this Section D6.3 shall not in any way reduce or offset the amount of any payment which Operator is required to make in respect of any Loss pursuant to Section D5 hereof. APPENDIX "E" ------------ PROVISIONS REQUIRED BY STATE LAW -------------------------------- NON-ASSIGNMENT CLAUSE. In accordance with Section 138 of the State Finance Law, this Agreement may not be assigned by the Operator or its right, title or interest therein assigned, transferred, conveyed, sublet or otherwise disposed of without the previous consent, in writing, of Owner and any attempts to assign this Agreement without the Owner's written consent are null and void. The Operator may, however, assign its right to receive payment without Owner's prior written consent unless this Agreement concerns Certificates of Participation pursuant to Article 5-A of the State Finance Law.

Payment of Insurance Premiums. To (a) Immediately following Sxxxxxx’x resignation as a director of the extent that Operator does Company or the election of his successor if Sxxxxxx decides not selfto stand for re-insure pursuant election as a director of the Company, and subject to the provisions of Section D6.1(b) 9 hereof, Operator the Company agrees to resume making annual premium payments (which shall pay be deemed for all purposes to be “Corporation Premiums” as defined in the premiums for such Policies (Insurance Agreement) on the "Insurance Premiums") as Policy in accordance with the same become due terms and payable and shall furnish to Owner evidence of the renewal of each of the Policies with receipts for the payment limitations of the Insurance Premiums or other evidence Agreement; provided, however, that if the terms and provisions of the Sxxxxxxx-Xxxxx Act of 2002 prohibit the Company’s payment of such payment reasonably satisfactory annual premiums, the Company will provide Sxxxxxx with a comparable benefit permitted by applicable laws and the rules and regulations of the Securities and Exchange Commission and the New York Stock Exchange. (b) If, at any time, the Company is relieved of its obligations to Ownermake annual premium payments on the Policy pursuant to the provisions of Section 9 hereof, then notwithstanding anything to the contrary in the Insurance Agreement, the Company shall offer to sell to Sxxxxxx or the Trust the Company’s interest in the Policy at a purchase price equal to the aggregate amount of Corporation Premiums paid on the Policy pursuant to this Agreement and the Insurance Agreement. If Operator Sxxxxxx or the Trust does not furnish purchase the Company’s interest in the Policy as provided in this subsection, then notwithstanding anything to the contrary in the Insurance Agreement, the Company shall have the right, in its absolute and sole discretion, to continue to make annual premium payments (until such evidence time as the Company elects, in its sole and receipts at least absolute discretion, to stop making such payments) and/or to surrender the Policy to the Insurer (as defined in the Insurance Agreement) in exchange for the then current cash surrender value of the Policy (the “Cash Value”). The Company and Sxxxxxx agree that the Company shall retain that portion of the Cash Value received from the Insurer necessary to repay the Company for the Corporation Premiums. The Company and Sxxxxxx further agree that (a) if the Corporation Premiums exceed the Cash Value, neither Sxxxxxx nor the Trust shall have any further obligation to the Company with respect to the repayment of the Corporation Premiums; and (b) if the Cash Value exceeds the Corporation Premiums, the Company shall within thirty (30) days subsequent of its receipt of the Cash Value, distribute to the expiration Trust the amount by which the Cash Value exceeds the Corporation Premiums. (c) Each of Sxxxxxx and the Trust hereby irrevocably constitutes and appoints the Company his and its true and lawful attorney-in-fact, with full power of substitution and resubstitution, in the name of Sxxxxxx, the Trust or the Company but on behalf and for the benefit of the Company to take any expiring Policyand all action to carry out the terms and conditions of this Agreement and to do all such other acts and things that relate to the Insurance Agreement and the Policy that the Company, then Owner may procurein its sole discretion, but deems desirable. Each of Sxxxxxx and the Trust agrees that the foregoing powers are coupled with an interest and shall not be obligated revocable by Sxxxxxx or the Trust for any reason whatsoever. Each of Sxxxxxx and the Trust acknowledges and agrees that the rights granted by the Trust to procure, such insurance and pay the Insurance Premiums therefor, and Operator agrees to reimburse Owner for the cost of such Insurance Premiums promptly on demand. Within thirty (30) days after request by Owner, Operator shall obtain such increases in the amounts of coverage required hereunder as may be reasonably requested by Owner, taking into consideration changes in the value of money over time, changes in liability laws, changes in prudent customs and practices. The payment by Operator of Insurance Premiums Company pursuant to this Section D6.3 subsection are solely for the purpose of taking the actions expressly set forth in subsection 5(b). (d) Immediately after the surrender of the Policy to Insurer in exchange for the Cash Value of the Policy and the distribution of the Cash Value in accordance with this Agreement, (a) all rights granted to the Company, Sxxxxxx, the Trust or Rxxxxxx pursuant to the Insurance Agreement shall immediately cease and terminate and the Insurance Agreement shall have no further force or effect and (b) the Company, Sxxxxxx, the Trust and Rxxxxxx shall immediately be released from any other obligations on the part of each accruing pursuant to the Insurance Agreement. (e) Sxxxxxx, the Trust and the Company acknowledge that the Insurance Agreement requires the Company to make at least eleven (11) annual premium payments with respect to the Policy but does not in any way reduce or offset specify the amount of any payment the annual premiums to be paid by the Company or which Operator is required of the annual premiums that become due are to make in respect of any Loss pursuant to Section D5 hereof. APPENDIX "E" ------------ PROVISIONS REQUIRED BY STATE LAW -------------------------------- NON-ASSIGNMENT CLAUSEbe paid by the Company. In accordance with Section 138 order to clarify these requirements, the parties acknowledge and agree that the amount of the State Finance Lawannual premiums to be paid by the Company is $200,000 a year, that the Company has made an aggregate of five annual premium payments totaling $1.0 million as of the date of this Agreement may and that, subject to the proviso set forth in Section 5(a) above, the Company will make the next five annual premium payments totaling $1.0 million over the next five calendar years, with the first of the next five annual premium payments being made in 2004 and the fifth in 2008. With regard to the eleventh annual premium payment, the parties intend and agree that such $200,000 amount shall be paid in 2009, or spread across and paid in any one or more later years, if (i) either Jxxxxx Xxxxxxx or Bxxxxxx Xxxxxxx is living on the premium due date in 2009 or a later year and (ii) the cash value of the Policy on that date is not be assigned by sufficient to pay the Operator or its rightannual premium necessary to ensure that the Policy continues in full force and effect for one more policy year with at least a $5.0 million death benefit under the Policy (the “Necessary Premium”). In that case, title or interest therein assigned, transferred, conveyed, sublet or otherwise disposed the Company shall make a premium payment in an amount equal to the difference between the Necessary Premium for that policy year and the cash value of without the previous consent, in writing, of Owner and any attempts to assign this Agreement without Policy on the Owner's written consent are null and void. The Operator maypremium due date; provided, however, assign its right that the Company shall not be required to receive pay more than an aggregate of $200,000 in premium payments for 2009 and later policy years. At such time as both Jxxxxx Xxxxxxx and Bxxxxxx Xxxxxxx are deceased, or the Company has paid an aggregate of $200,000 in premium payments for 2009 and later policy years, whichever first occurs, the Company’s obligations under the Insurance Agreement with respect to the payment without Owner's prior written consent unless of premiums shall be deemed to be satisfied in full and the Company shall have no further obligation to make premium payments under the Insurance Agreement. (f) Each of the Trust and Rxxxxxx hereby agree to be bound by all of the terms and conditions of this Agreement concerns Certificates of Participation pursuant that affect, impact or pertain or relate to Article 5-A of the State Finance LawInsurance Agreement.