C150058A PIF Contract - Laserfiche WebLink

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fail generally to pay its de.,~s as they become due or (vii) take action ~.,r the purpose of effecting any of the foregoing. (d) An involuntary proceeding shall be commenced or any involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of INC or the Insurer, or of a substantial part of either of their properties, under the United States Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency or similar law or (ii) the appointment of a receiver, trustee, custodian, sequestrator or similar official for INC or the Insurer, or for a substantial part of either of their properties; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall continue unstayed and in effect for 30 days. (e) The ternunation (other than pursuant to its terms) or repudiation of the Policy or the taking of any other action by the Insurer which challenges the validity of the Policy. 5.2 Ri~hts and Obligations Upon an Event of Default. (a) Upon the occurrence of an Event of Default specified in Section 5.1(c) or (d) hereof, all Remaining Payments shall ,within five (5) Business Days, be paid to the Escrow Account. Upon the occurrence a c t c. f any other Event of Default specified in Section 5.1 hereof, the Borrower, at the ' CB may declare all Remaining Payments to be payable, within 5(five) Business D o the Escrow ount. (b) If, sul ;'~f~~ ~ ence of an Event of Default, the Remaining Payments are paid to the ro ccount, this Agreement shall terminate on the date of such withdrawal as if such date were an Agreement Termination 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 difference between (x) the interest earnings which would have accrued under the Agreement and (y) the interest earnings which will accrue at the rate borne by the new investment agreement entered into with another provider upon termination. INC further agrees to pay, within five (5) Business Days after receipt of an invoice from the Borrower, all reasonable costs of the Borrower and CWCB associated with entering into a new investment agreement, including reasonable attorneys' fees and any upfront amounts required by the provider relating the replacement agreement, which may be incurred by either the Borrower or CWCB. Article 6. Representations and Warranties. 6.1 Representations and Warranties of the Borrower. The Borrower represents and warrants to INC that: (i) it has reviewed, understands, and agrees to be bound by the declaration set forth in Section 8.11 hereof; (ii) it is duly authorized to enter into this Agreement and to perform all of its obligations contemplated hereunder; This document is incorporated iritc~ tl;~ ~Qn~ract by reference.