Common use of Premiums and Commissions Clause in Contracts

Premiums and Commissions. (a) In consideration of the Reinsurer’s obligations under this Agreement, the following payments shall be made: (i) On the Closing Date, the Company shall pay to the Reinsurer the Closing Date UPR after giving effect to the proportional adjustment associated with Commutations and Recaptures on or prior to the Closing Date, which adjustment will be based on the gross and net unearned premium reserve amounts shown on Exhibit A. For the avoidance of doubt, any Policy listed on Exhibit A that has ceased to be a Covered Policy as of the Closing Date will not be included in the calculation of Closing Date UPR. An illustration of the adjustment with respect to Commutations and Recaptures is attached hereto as Schedule 1. (ii) On the Closing Date, the Reinsurer shall pay to the Company a ceding commission equal to 21% of the payment made by the Company to the Reinsurer under Section 8(a)(i), which payment may be set off against the payment set forth under Section 8(a)(i) above. (iii) On the Closing Date, the Reinsurer shall pay to the Company an additional ceding commission equal to the amount by which the ceding commission under each of its agreements for Third Party Reinsurance that are Commuted or Recaptured as of the Closing Date exceeded 21%. (iv) After the Closing Date, the Reinsurer will promptly upon notice remit to the Company, without any interest thereon, any amounts paid by the Company to the Reinsurer pursuant to this Section 8, net of ceding commissions (without any interest thereon) paid by the Reinsurer hereunder, with respect to any Policy that is determined not to have been a Covered Policy as of the Closing Date. (v) After the Closing Date, if any Third Party Reinsurance is Recaptured or Commuted (including Third Party Reinsurance with respect to any Specified Policy that is ceded by the Company to the Reinsurer in accordance with Section 6(i) or 6(j)), (A) the Company will promptly pay the Reinsurer an amount equal to the statutory unearned premium received upon Recapture or Commutation with respect to such Third Party Reinsurance, and (B) the Reinsurer will promptly pay to the Company a ceding commission equal to the ceding commission under such Third Party Reinsurance, which payment may be set off against the payment set forth under clause (A) above. For the avoidance of doubt, thereupon the indemnity reinsurance coverage provided by the Reinsurer hereunder shall not be net of such Recaptured or Commuted Third Party Reinsurance. (vi) After the Closing Date, if any Specified Policy is ceded by the Company to the Reinsurer in accordance with Section 6(i) or 6(j), (A) the Company will promptly pay to the Reinsurer an amount equal to the aggregate net statutory unearned premium reserves of such Specified Policy as of the date such cession becomes effective (without giving effect to any Specified Third Party Reinsurance or any other Third Party Reinsurance covering the Specified Policies, in each case, that is commuted or recaptured prior to or upon the effectiveness of such cession under Section 6(i) or (j)), and (B) the Reinsurer will promptly pay to the Company a ceding commission equal to 21% of the payment made by the Company to the Reinsurer under clause (A) above, which payment may be set off against the payment set forth under clause (A) above. (b) The payment under Section 8(a)(i) will be made by delivery to the Reinsurer of cash and the securities approved by the Parties in a separate letter agreement (such securities, the “Eligible Securities”). All other payments made pursuant to this Section 8 will be made in cash or, as provided in Section 8(a)(ii), by setoff. (c) After the Closing, the Company and the Reinsurer will as soon as practicable, but in no event later than seven (7) Business Days after receipt from the NYID of the required terms thereof, enter into a trust agreement (the “Trust Agreement”) in form and substance satisfactory to both Parties (subject to inclusion of all terms required by the NYID) with XX Xxxxxx Xxxxx Bank, N.A. or its Affiliate, as trustee (or, if XX Xxxxxx Chase Bank, N.A. and its Affiliates are unwilling or unable to serve, such other trustee as agreed to by the Company and the Reinsurer), and upon the effectiveness of such Trust Agreement, the Reinsurer will deposit into the Trust cash and/or Eligible Securities equal to the fair market value of the cash and securities paid to the Reinsurer pursuant to this Agreement on the Closing Date or at any other time prior to the effectiveness of such Trust Agreement. So long as the Trust Agreement is in full force and effect, any payments by the Company hereunder after the Closing Date will be made to the Trust. Prior to the time that the Trust Agreement is in effect and the Trust is funded in accordance herewith, the Reinsurer will separate and maintain in a segregated account any payments received under this Section 8, and no withdrawals may be taken on such segregated account without the consent of the Company except, upon the effectiveness of the Trust Agreement, to fund the Trust in accordance herewith.

Premiums and Commissions. (a) In consideration It is expressly agreed and understood that all premiums collected by Producer are trust funds and property of the Reinsurer’s obligations Company and that Producer is acting as fiduciary under this Agreement, the following payments . Such funds shall not be used by Producer for any personal or business purpose whatsoever and shall be made: (i) On the Closing Date, the Company shall pay to the Reinsurer the Closing Date UPR after giving effect to the proportional adjustment associated with Commutations and Recaptures on held until remitted or prior to the Closing Date, which adjustment will be based on the gross and net unearned premium reserve amounts shown on Exhibit A. For the avoidance of doubt, any Policy listed on Exhibit A that has ceased to be a Covered Policy as of the Closing Date will not be included in the calculation of Closing Date UPR. An illustration of the adjustment with respect to Commutations and Recaptures is attached hereto as Schedule 1. (ii) On the Closing Date, the Reinsurer shall pay to the Company a ceding commission equal to 21% of the payment made by the Company to the Reinsurer under Section 8(a)(i), which payment may be set off against the payment set forth under Section 8(a)(i) above. (iii) On the Closing Date, the Reinsurer shall pay to the Company an additional ceding commission equal to the amount by which the ceding commission under each of its agreements for Third Party Reinsurance that are Commuted or Recaptured as of the Closing Date exceeded 21%. (iv) After the Closing Date, the Reinsurer will promptly upon notice remit to the Company, without any interest thereon, any amounts paid by the Company to the Reinsurer pursuant to this Section 8, net of ceding commissions (without any interest thereon) paid by the Reinsurer hereunder, with respect to any Policy that is determined not to have been a Covered Policy as of the Closing Date. (v) After the Closing Date, if any Third Party Reinsurance is Recaptured or Commuted (including Third Party Reinsurance with respect to any Specified Policy that is ceded by the Company to the Reinsurer disbursed in accordance with Section 6(i) the terms of the Agreement. The keeping of an account by Company on its books as a creditor and debtor account or 6(j)), (A) the Company will promptly pay the Reinsurer an amount equal as a declaration of account is understood to the statutory unearned premium received upon Recapture or Commutation with respect to such Third Party Reinsurance, be memo of business transacted and (B) the Reinsurer will promptly pay to the Company a ceding commission equal to the ceding commission under such Third Party Reinsurance, which payment may be set off against the payment set forth under clause (A) above. For the avoidance of doubt, thereupon the indemnity reinsurance coverage provided by the Reinsurer hereunder shall not be net held to waive assertion of such Recaptured or Commuted Third Party Reinsurance. (vi) After the Closing Date, if any Specified Policy is ceded fiduciary relationship as to premiums collected by the Company to the Reinsurer in accordance with Section 6(i) or 6(j), (A) the Company will promptly pay to the Reinsurer an amount equal to the aggregate net statutory unearned premium reserves of such Specified Policy as of the date such cession becomes effective (without giving effect to any Specified Third Party Reinsurance or any other Third Party Reinsurance covering the Specified Policies, in each case, that is commuted or recaptured prior to or upon the effectiveness of such cession under Section 6(i) or (j)), and (B) the Reinsurer will promptly pay to the Company a ceding commission equal to 21% of the payment made by the Company to the Reinsurer under clause (A) above, which payment may be set off against the payment set forth under clause (A) aboveProducer. (b) The payment If a return premium becomes due under Section 8(a)(i) any Policy, Company will be made by delivery promptly refund to the Reinsurer insured such return premium. Producer shall be responsible for payment of cash and unearned commission to the securities approved Company. Producer shall repay the Company commissions on return premiums at the same rate at which commissions were originally paid to Producer (or retained by the Parties in a separate letter agreement (such securities, the “Eligible Securities”Producer if so authorized). All other payments made pursuant to this Section 8 will be made in cash or, as provided in Section 8(a)(ii), by setoff. (c) After Company shall have the Closingright to offset any amounts due Producer by Company against amounts due to Company by Producer. (d) All special fees, policy fees or charges or expense constants charged in addition to premium on Policies are to be regarded as fully earned at the Company and the Reinsurer will as soon as practicable, but in no event later than seven (7) Business Days after receipt from the NYID time of the required terms thereofinception of the Policy. The obligation of Producer to pay such amount shall be the same as if they were premiums, enter into a trust agreement except that no commission will be allowed upon such amounts. (e) Producer’s commission under this Agreement shall be calculated in accordance with the “Trust Agreement”) in form and substance satisfactory to both Parties (subject to inclusion of all terms required by the NYID) with XX Xxxxxx Xxxxx Bank, N.A. or its Affiliate, as trustee (or, if XX Xxxxxx Chase Bank, N.A. and its Affiliates are unwilling or unable to serve, such other trustee as agreed to by the Company and the Reinsurer), and upon the effectiveness of such Trust Agreement, the Reinsurer will deposit into the Trust cash and/or Eligible Securities equal Producer’s Addendum 1 attached to the fair market value Agreement or the subsequent Producer’s Addendum 1 in effect at the time the Policy is effective and shall be the sole compensation of Producer for services under this Agreement. Company shall have the right to change the amount and terms of the cash and securities commission to be paid upon thirty (30) days’ prior written notice to the Reinsurer Producer. (f) Commissions will be calculated pursuant to this Agreement on Paragraph 5(e) above and Company shall have the Closing Date or at right to offset any other time prior to the effectiveness of such Trust Agreementamounts due it. So long as the Trust Agreement is in full force and effect, any payments by the Company hereunder after the Closing Date Payment will be made to Producer via Electronic Funds Transmission (EFT) no later than fifteen (15) days after the Trustend of the month in which the applicable premiums were written. Prior The EFT deposit will be posted to the time account shown in the EFT Instruction Agreement in the Company’s possession as of the end of the previous month. It is the sole responsibility of the Producer to ensure that the Trust informationon the EFT Instruction Agreement is in effect always correct and valid. A statement showing the Trust is funded in accordance herewith, relevant calculations will be made available to the Reinsurer will separate and maintain in a segregated account any payments received under this Section 8, and Producer no withdrawals may be taken later than the time of theEFT deposit. Any balance due to the Company on such segregated account without statement of commissions shall be paid by the consent Producer no later than the 20th day of the month the statement was received. If the Producer fails to make such payment by the 20th day, Producer agrees that Company except, upon may withdraw the effectiveness amount due from the account specified in the applicable EFT Instruction Agreement. Producer agrees that Producer is solely liable for any fees incurred because of the Trust Agreementfailure to maintain sufficient funds in the account. (The account listed in the EFT Instruction Agreement is the account for Producer’s commission deposit, to fund NOT the Trust in accordance herewithProducer’strust account.)

Premiums and Commissions. (a) In consideration It is expressly agreed and understood that all premiums collected by Producer are trust funds and property of the Reinsurer’s obligations Company and that Producer is acting as fiduciary under this Agreement. Such funds shall not be used by Producer for any personal or business purpose whatsoever, the following payments but shall be made: (i) On the Closing Date, the Company shall pay to the Reinsurer the Closing Date UPR after giving effect to the proportional adjustment associated with Commutations and Recaptures on held until remitted or prior to the Closing Date, which adjustment will be based on the gross and net unearned premium reserve amounts shown on Exhibit A. For the avoidance of doubt, any Policy listed on Exhibit A that has ceased to be a Covered Policy as of the Closing Date will not be included in the calculation of Closing Date UPR. An illustration of the adjustment with respect to Commutations and Recaptures is attached hereto as Schedule 1. (ii) On the Closing Date, the Reinsurer shall pay to the Company a ceding commission equal to 21% of the payment made by the Company to the Reinsurer under Section 8(a)(i), which payment may be set off against the payment set forth under Section 8(a)(i) above. (iii) On the Closing Date, the Reinsurer shall pay to the Company an additional ceding commission equal to the amount by which the ceding commission under each of its agreements for Third Party Reinsurance that are Commuted or Recaptured as of the Closing Date exceeded 21%. (iv) After the Closing Date, the Reinsurer will promptly upon notice remit to the Company, without any interest thereon, any amounts paid by the Company to the Reinsurer pursuant to this Section 8, net of ceding commissions (without any interest thereon) paid by the Reinsurer hereunder, with respect to any Policy that is determined not to have been a Covered Policy as of the Closing Date. (v) After the Closing Date, if any Third Party Reinsurance is Recaptured or Commuted (including Third Party Reinsurance with respect to any Specified Policy that is ceded by the Company to the Reinsurer disbursed in accordance with Section 6(i) the terms of the Agreement. The keeping of an account by Company on its books as a creditor and debtor account or 6(j)), (A) the Company will promptly pay the Reinsurer an amount equal as a declaration of account is understood to the statutory unearned premium received upon Recapture or Commutation with respect to such Third Party Reinsurance, be memo of business transacted and (B) the Reinsurer will promptly pay to the Company a ceding commission equal to the ceding commission under such Third Party Reinsurance, which payment may be set off against the payment set forth under clause (A) above. For the avoidance of doubt, thereupon the indemnity reinsurance coverage provided by the Reinsurer hereunder shall not be net held to waive assertion of such Recaptured or Commuted Third Party Reinsurance. (vi) After the Closing Date, if any Specified Policy is ceded fiduciary relationship as to premiums collected by the Company to the Reinsurer in accordance with Section 6(i) or 6(j), (A) the Company will promptly pay to the Reinsurer an amount equal to the aggregate net statutory unearned premium reserves of such Specified Policy as of the date such cession becomes effective (without giving effect to any Specified Third Party Reinsurance or any other Third Party Reinsurance covering the Specified Policies, in each case, that is commuted or recaptured prior to or upon the effectiveness of such cession under Section 6(i) or (j)), and (B) the Reinsurer will promptly pay to the Company a ceding commission equal to 21% of the payment made by the Company to the Reinsurer under clause (A) above, which payment may be set off against the payment set forth under clause (A) aboveProducer. (b) The payment If a return premium becomes due under Section 8(a)(i) any Policy, Company will be made by delivery promptly refund to the Reinsurer insured such return premium. Producer shall be responsible for payment of cash and unearned commission to the securities approved Company. Producer shall repay the Company commissions on return premiums at the same rate at which commissions were originally paid to Producer (or retained by the Parties in a separate letter agreement (such securities, the “Eligible Securities”Producer if so authorized). All other payments made pursuant to this Section 8 will be made in cash or, as provided in Section 8(a)(ii), by setoff. (c) After Company shall have the Closingright to offset any amounts due Producer by Company against amounts due Company by Producer. (d) All special fees, policy fees or charges or expense constants charged in addition to premium on Policies are to be regarded as fully earned at the Company and the Reinsurer will as soon as practicable, but in no event later than seven (7) Business Days after receipt from the NYID time of the required terms thereofinception of the Policy. The obligation of Producer to pay such amount shall be the same as if they were premiums, enter into a trust agreement except that no commission will be allowed upon such amounts. (e) Producer’s commission under this Agreement shall be calculated in accordance with the “Trust Agreement”) Producer’s Addendum 1 attached to the Agreement or the subsequent Producer’s Addendum 1 in form and substance satisfactory to both Parties (subject to inclusion of all terms required by effect at the NYID) with XX Xxxxxx Xxxxx Bank, N.A. or its Affiliate, as trustee (or, if XX Xxxxxx Chase Bank, N.A. and its Affiliates are unwilling or unable to serve, such other trustee as agreed to by time the Company and the Reinsurer)Policy is effective, and upon shall be the effectiveness sole compensation of such Trust Producer for services under this Agreement, . Company shall have the Reinsurer will deposit into right to change the Trust cash and/or Eligible Securities equal to the fair market value amount and terms of the cash and securities commission to be paid upon thirty (30) days’ prior written notice to the Reinsurer Producer. (f) Commissions will be calculated pursuant to this Agreement on Paragraph 5(e) above and Company shall have the Closing Date or at right to offset any other time prior to the effectiveness of such Trust Agreementamounts due it. So long as the Trust Agreement is in full force and effect, any payments by the Company hereunder after the Closing Date Payment will be made to Producer via Electronic Funds Transmission (EFT) no later than fifteen (15) days after the Trustend of the month in which the applicable premiums were written. Prior The EFT deposit will be posted to the time account shown in the EFT Instruction Agreement in the Company’s possession as of the end of the previous month. It is the sole responsibility of the Producer to ensure that the Trust information on the EFT Instruction Agreement is in effect correct and valid at all times. A statement showing the Trust is funded in accordance herewith, relevant calculations will be made available to the Reinsurer will separate and maintain in a segregated account any payments received under this Section 8, and Producer no withdrawals may be taken later than the time of the EFT deposit. Any balance due to the Company on such segregated account without statement of commissions shall be paid by the consent Producer no later than the 20th day of the month the statement was received. If the Producer fails to make such payment by the 20th day, Producer agrees that Company except, upon may withdraw the effectiveness amount due from the account specified in the applicable EFT Instruction Agreement. Producer agrees that Producer is solely liable for any fees incurred as a result of the Trust Agreementfailure to maintain sufficient funds in the account. (The account listed in the EFT Instruction Agreement is the account for Producer’s commission deposit, to fund NOT the Trust in accordance herewithProducer’s trust account.)