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DocuSign Envelope ID: FCD9FE56-CF01-4E96-B983-B8E8DFE6811C 7
<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 /> TRAVELERS
<br /> 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.
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