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DocuSign Envelope ID: FCD9FE56-CF01-4E96-B983-B8E8DFE6811C <br /> 13 <br /> proceeds therefrom we have not applied to Obligations, when we, in our sole, good faith <br /> discretion, determine that all Obligations finally developed have been paid, or that we no longer <br /> need the Collateral. Pursuant to this Agreement and the Collateral, whichever Travelers <br /> company is named in the Collateral as beneficiary pursuant to the requirements of this <br /> Agreement has the authority and ability to exercise those rights as an agent for any and all <br /> Travelers company(ies). <br /> D. GENERAL PROVISIONS <br /> 1. Cancellation of Insurance Policies. <br /> a. If, pursuant to the conditions of any Policy, such Policy is cancelled by either Party <br /> prior to its expiration, the audited exposure base for that Policy shall be calculated by <br /> adding the audited exposure base from the beginning of the Policy period to the date <br /> of the cancellation and the estimated exposure base for the balance of the original <br /> Policy period for the purpose of calculating your Maximum Billed Losses, audited Non- <br /> Loss Responsive Premium(s) and/or audited Expense(s). Your Minimum Billed Amount <br /> will remain calculated or defined as set forth in the applicable Program Exhibit. <br /> b. All other Obligations will not be affected by such cancellations. <br /> 2. Termination of Agreement. This Agreement shall terminate when we determine, in our sole, <br /> good faith discretion that all of your Obligations are final, have been paid and/or otherwise <br /> performed, unless we terminate the Agreement earlier pursuant to its terms. <br /> 3. Choice of Law, Venue and Jurisdiction. Your insurance program is deemed made in <br /> CONNECTICUT, evidences a transaction involving interstate commerce, and shall be governed by the <br /> internal laws of CONNECTICUT without regard to its rules regarding conflict of laws. Any arbitration <br /> conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act <br /> (9 U.S.C, Section 1 et seq.) ("FAA") and, to the extent not inconsistent with the FAA, CONNECTICUT <br /> arbitration law, and shall take place in CONNECTICUT. The exclusive venue (subject to the applicable <br /> rules of the courts concerning the assignment or transfer of cases) for any action to enforce any <br /> rights under this Agreement shall lie in the State or Federal Court in HARTFORD County, <br /> CONNECTICUT. <br /> 4. Agreement to Arbitrate <br /> a. The Parties will attempt to resolve any dispute arising under this Agreement without <br /> resort to formal procedures. Any dispute, claim or controversy arising out of or <br /> relating to this Agreement or the breach, termination, enforcement, interpretation or <br /> validity thereof, including the determination of the scope or applicability of this <br /> Agreement to arbitrate, which cannot be resolved by informal means shall be <br /> determined by arbitration before three arbitrators ("Arbitration Panel"), or, in matters <br /> where the amount claimed in the claimant's demand for arbitration is less than <br /> $250,000, by one arbitrator. Unless otherwise agreed to by the Parties, the arbitration <br /> shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and <br /> TRAVELERS J� <br /> Version 11.09.20 Program Agreement-Orange County Page 6 <br /> CA Form-WC 99 06 Q6(B) <br /> ©(2019)The Travelers Indemnity Company.All rights reserved. <br />