C150058A PIF Contract - Laserfiche WebLink

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Article 4. Insurer pown r~e_ INC shall notify the Borrower and CWCB, in writing, within ten (10) Business Days of any downgrade of any rating of the Insurer by Moody's or S&P throughout the term of the Agreement. If an Insurer powngrade occurs, INC shall notify the Borrower and CWCB within five (5) Business Days of the receipt by it of notice of such downgrade. INC, as directed by the Borrower (who shall take such action as directed by CWCB), shall within ten (10) Business Days of the receipt by it of a notice of such downgrade, return the Remaining Payments to an escrow account at The Bank of Cherry Creek, a branch of Western National Bank (the "Escrow Account") and this Agreement shall ternunate on the date of such return as if it were an Agreement Ternunation Date. If, as a result of the occunence of an Insurer powngrade, the Remaining Payments are paid to the Escrow Fund, this Agreement shall terminate on the date of such withdrawal as if such date were an Agreement Ternunation Date, and there will be a calculation of a make whole amount based on prevailing market conditions. Upon such event, INC agrees to pay to the Escrow Account, within five (5) Business Days after receipt of an invoice and proper supporting documentation, the present value of the dif er c n(x) the interest earnings which would have accrued under the Agreement and (y ' t~ ings which will accrue at the rate borne by the new investment agreement enter i with another provider upon termination. INC further agrees to pay, within five (5) Business ece~. t of an invoice from the Borrower, all reasonable costs of the Borrower~n~~E~W a o a ~ entering into a new investment agreement, including reasonable atto ~~'~ee d any upfront amounts required by the provider relating the replacement agreement, which may be incurred by either the Borrower or CWCB. Article 5. Default. 5.1 Events of Default. The following events shall constitute events of default under this Agreement (each an "Event of Default"): (a) INC and the Insurer on behalf of INC shall fail to make any payment when due pursuant to Article 2 of this Agreement and such failure shall have continued for 1 Business Day after the receipt by INC and the Insurer of written notice thereof from the Borrower or CWCB. (b) INC shall fail to perform or observe any of its other material obligations under this Agreement and such failure shall have continued for more than 10 Business Days after receipt by INC of written notice from the Borrower or CWCB. (c) INC or the Insurer shall (i) voluntarily commence any proceeding or file any petition seeking relief under the United States Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency or similar law, (ii) consent to the institution of, or fail to controvert in a timely and appropriate manner, any such proceeding or the filing of any such petition, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator or similar official for such party or for a substantial part of its property, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) become unable, admit in writing its inability or This document is incorporated ~nto the contract by reference.