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DocuSign Envelope ID: FCD9FE56-CF01-4E96-B983-B8E8DFE6811C <br /> 11 <br /> Obligations of that entity and you and your successors and affiliates, divisions and subsidiaries <br /> are joint and several. <br /> 3. The parties shall in good faith attempt to agree upon each calculation of Collateral. In the <br /> absence of mutual agreement as to any such calculation, our calculation of Collateral shall be <br /> binding and conclusive for purposes of this Agreement, absent our bad faith or manifest error. <br /> 4. If we do not presently require Collateral from you, we reserve the right to require, and you <br /> agree to provide, such Collateral within 10 days of our written notice to you that Collateral will <br /> be required. If Collateral is required at any time pursuant to this Agreement, you agree to abide <br /> by the terms set forth in this Agreement. <br /> 5. We may change the Collateral requirements when we determine, in our sole, good faith <br /> discretion, any of the following circumstances has occurred: <br /> a. We determine that an increase in the Collateral held by us is required; or <br /> b. A change in the form of, or an increase in the total amount of, Collateral we hold is <br /> required in order to comply with applicable law/regulation or in order for us to obtain a <br /> benefit under applicable law/regulation; or <br /> C. There is a material change in the financial condition of the issuer of any Letter of Credit <br /> or other Collateral, or the financial institution holding any Collateral is no longer <br /> acceptable to us. <br /> Within 15 days after we give you written notice of a change in the Collateral requirements, you <br /> will deliver such Collateral. <br /> Upon cancellation or non-renewal of your insurance program with us, we may require a Letter of <br /> Credit as substitution for any other form of Collateral we hold. <br /> 6. You will be in default of this Agreement if you: <br /> a. fail to pay any amount to us when due; or <br /> b. fail to perform any Obligation or satisfy any requirements under this Agreement or any <br /> other Exhibits or Amendments thereto; or <br /> C. fail to deliver to us within the time specified or fail to maintain any Collateral required by <br /> this Agreement, or fail to deliver or keep available, as Collateral, any Collateral or <br /> increase thereof required by this Agreement; or <br /> d. become insolvent or unable to pay your debts as they become due or you are declared <br /> bankrupt or insolvent, or if a debtor relief proceeding has been brought by or against <br /> you; or <br /> e. make misrepresentations to us or breach any representations you have made to us, <br /> either orally or in writing; or <br /> f. fail to sign Integrated Agreements. <br /> TRAVELERS J� <br /> Version 11.09.20 Program Agreement-Orange County Page 4 <br /> CA Form-WC 99 06 Q6(B) <br /> ©(2019)The Travelers Indemnity Company.All rights reserved. <br />