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Version 11.09.20 Program Agreement - Orange County Page 5
<br />CA Form - WC 99 06 Q6 (B)
<br />© (2019) The Travelers Indemnity Company. All rights reserved.
<br />7. If you are in default, then we may immediately terminate some or all of your rights to defer
<br />payment of your Obligations, as such rights are set forth in this Agreement, and we may also
<br />immediately:
<br />a. consider due and payable all of your Obligations to us including, but not limited to, those
<br />Obligations accruing in the future; and
<br />b. satisfy amounts due us by (i) executing immediately, drawing upon or making a claim
<br />upon any Collateral we hold, in whole or in part, and applying the proceeds thereof to
<br />any amounts due and/or (ii) by holding the proceeds thereof until such time as we, in our
<br />sole, good faith discretion, have determined your Obligations to us to be final, and/or we
<br />collect from you all amounts that remain outstanding; and
<br />c. where permitted by and in compliance with applicable law, (i) terminate your insurance
<br />program or any Policy, (ii) terminate any surety bond issued or identified in the
<br />applicable Program Exhibit and (iii) cancel or non-renew any certificates of insurance or
<br />financial responsibility filings made on your behalf; and
<br />d. subject to the terms and conditions of the applicable Policies, cease administering future
<br />Plan Losses within the Amounts Retained By You; and
<br />e. pursue any and all other legal and equitable rights and remedies available to us under
<br />applicable law, including, but not limited to, seeking injunctive relief for your failure to
<br />provide us with Collateral, pursuant to the terms of this Agreement.
<br />8. After any default, we may recalculate your Obligations pursuant to the terms of this Agreement
<br />and exercise at that time, or at any time thereafter, any of our rights and remedies described in
<br />this Agreement until we determine, in our sole, good faith discretion, that your Obligations are
<br />final.
<br />9. After default, you agree that we may charge you interest on any of your Obligations that remain
<br />outstanding beyond 5 days of our demand. You shall also reimburse us for any and all costs and
<br />expenses incurred by us in connection with the collection or enforcement of any of your
<br />Obligations to us, including, but not limited to, our attorneys’ fees and expenses (including
<br />those associated with Arbitration as further set forth in Section 4 of the General Provisions
<br />section of this Agreement). Interest shall accrue daily, at the prime rate of interest in effect
<br />daily at J.P. MORGAN CHASE & CO., 270 PARK AVENUE, NEW YORK CITY, NEW YORK 10017-
<br />2070, plus 200 basis points, not to exceed the highest rate allowed by law, from the due date
<br />on the bill or invoice until the date we receive payment.
<br />10. After default, any credit or return due to you pursuant to this Agreement will be held by us
<br />without interest to you as security for payment of any future Obligations that may develop.
<br />Also, we may hold the proceeds of any Collateral we execute, draw or make a claim upon,
<br />without interest to you, and we may, from time to time, apply such Collateral proceeds to any
<br />of your Obligations. We will return to you any proceeds from any Collateral other than a Letter
<br />of Credit or surety bond that we have not applied to Obligations when we, in our sole, good
<br />faith discretion, determine that all Obligations finally developed have been paid, or that we no
<br />longer need the Collateral. We will return to the issuer any Letters of Credit, surety bonds or
<br />DocuSign Envelope ID: FCD9FE56-CF01-4E96-B983-B8E8DFE6811C
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