Collateral Agreement

COLLATERAL AGREEMENT This Collateral Agreement (the “Agreement”) is deemed effective as of [INSERT DATE] (the “Effective Date”) between the following “Parties” hereto, Protective Insurance Company and its parent, subsidiaries, affiliates, heirs and assigns (collectively, “Protective”), an Indiana insurance company having its principal place of business at 111 Congressional Boulevard, Suite 500, Carmel, Indiana 46032, and [INSERT PRINCIPAL COMPANY NAME(S)] (“Principal(s)”), having their principal place of business at [INSERT ADDRESS], along with the undersigned(s) and any of their and/or Principal(s)’ respective subsidiaries, affiliates or interests, now existing or hereafter created or acquired, which any of them now or hereafter may own, control, or operate, (collectively with Principal(s), “Indemnitor(s)”); Whereas, at Principal(s)’ request, Protective has issued or entered into, or may issue or enter into Insuring Agreements to/with with Principal(s) and/or Indemnitor(s), under which Protective has or may have Exposure; Whereas, Protective has made execution of this Agreement a condition precedent to issuing said Insuring Agreements, and that Protective’s Exposure under such agreements be at all times adequately collateralized under the terms and conditions of this Agreement; Accordingly, the undersigned Principal(s) and Indemnitor(s), for themselves, their heirs, executors, trustees, receivers, administrators, successors, and assigns, each and all jointly and severally covenant and agree with Protective as follows: A. Definitions The following definitions apply to this Agreement: 1. “Insuring Agreements” means any and all policies of insurance, contracts, bonds, undertakings, filings or endorsements, modifications, limitations, or extensions, whether or not mandated by law, and/or any other agreements related to such policies of insurance, contracts, bonds, undertakings, filings or endorsements, modifications, limitations, or extensions, issued to the Principal(s) at any time by Protective, or its heirs and assigns, including any renewal, continuation, extension, modification or replacement thereof. 2. “Exposure” means any and all potential risk of liability Protective may incur or sustain arising from or related to any Principal(s) or Indemnitor(s)’ failure to perform or comply with the covenants and conditions under any Insuring Agreements, including, but not limited to, losses, damages, judgments, awards, fines, penalties, fees, attorney’s fees, judicial or administrative costs, interest, and/or disbursements or expenses of whatever kind or nature, including but not limited to those arising from Protective’s attempt(s) to recover salvage, unpaid premium, deferred premium, policy deductible amounts, loss-sensitive insurance amounts, and/or self- insured retention amounts, attempt(s) to obtain release(s) from liability, to obtain or use Page 1 of 5

collateral, or from Protective’s attempt(s) to enforce the performance of this Agreement, or any Insuring Agreement(s). 3. “Primary Collateral” means the base amount of collateral, as deemed acceptable by Protective, required by Protective via irrevocable letters of credit or other forms of collateral approved by and deemed acceptable to Protective in advance, as security against Protective’s Exposure. 4. “Secondary Collateral” means collateral, in addition to Primary Collateral, required by Protective as security against Protective’s Exposure, via irrevocable letters of credit or other forms of collateral approved by and deemed acceptable to Protective, the amount of which shall be determined by Protective, in its sole discretion, but which in any event shall not be less than 110% of the aggregate amount of the claims reserves set up by Protective and/or any of the Indemnitor(s) for which Protective has or may have Exposure (“Claims Reserves”). B. Terms and Conditions 1. Indemnitor(s) shall, within fourteen (14) days upon Protective’s request or demand, deposit or cause to be deposited with Protective Primary Collateral and/or Secondary Collateral as security against Protective’s Exposure. 2. If any of Principal(s) or Indemnitor(s), or any of their respective agents or representatives, with prior approval from Protective, handle their own claims under the Insuring Agreements, Principal(s) or Indemnitor(s), as the case may be, shall promptly, upon request by Protective, furnish to Protective accurate and complete information concerning all claims and claim reserves containing data and using reporting media as required by Protective. If at any time Protective determines that the value of Secondary Collateral on deposit with Protective is insufficient, Indemnitor(s) shall, upon request, immediately deposit or cause to be deposited with Protective as much additional Secondary Collateral as may be required to bring the value of the total Secondary Collateral to an amount deemed acceptable by Protective. In the event of a dispute between the Parties regarding the amount of Secondary Collateral required in this Agreement, Protective’s calculations, in its sole discretion, shall govern. 3. At any time, without notice, and in its sole discretion, Protective may sell, purchase, assign, deliver or dispose any amount of Primary Collateral or Secondary Collateral at public or private sale if Protective determines, in its sole discretion, that such action is reasonably necessary for the purpose of maintaining adequate security against its Exposure. Additionally, Protective may, but shall not be obligated, to deposit, invest, convert, cash, exchange, renew, withdraw, use or otherwise dispose of Primary Collateral or Secondary Collateral, or any portion thereof, inclusive of the proceeds or earnings therefrom, in any manner Protective deems proper or reasonably necessary, in its sole discretion, to maintain adequate collateral and to protect itself or any other surety against the Exposure contemplated in this Agreement. 4. Protective is hereby expressly authorized to invest any portion of Primary Collateral or Secondary Collateral as Protective, in its sole discretion, determines in accordance with statutory Page 2 of 5

accounting and GAAP principles. Protective has historically invested applicable collateral in federally insured financial institutions in the form of cash or certificates of deposits. 5. Protective may at any time select, retain, or employ investment manager(s) authorized to invest any portion of the Primary Collateral or Secondary Collateral in any investment. In no event shall Protective or its investment manager(s) or their employer(s) be liable for any loss, including, but not limited to, any loss due to changes in market rates or penalties for early redemption of any asset or investment arising out of any investment(s) contemplated by this Agreement. 6. Protective shall not be responsible or liable for any loss resulting to the Primary Collateral or Secondary Collateral resulting from any cause other than the intentional wrongful act or gross negligence of its officers or employees. 7. Upon written request by Indemnitor(s), Protective shall review the amount held as Secondary Collateral, and, at Protective’s sole discretion, Protective may release any portion of held collateral in excess of 110% of the then outstanding Claims Reserves. In no event shall Protective be obligated to consider more than one such request within any successive twelve (12) month period. 8. Indemnitor(s) shall furnish Protective with a signed financial statement, including income statement and balance sheet, as of the most recently completed fiscal quarter and the most recently completed full fiscal year, within seven (7) business days of Protective’s request. Protective shall have the right to access the records and books regarding all matters covered by any Insuring Agreements under this Agreement at all times during regular business hours. 9. Upon termination or cancellation of any of the Insuring Agreements, Protective may retain any portion of the Primary Collateral and/or Secondary Collateral until Protective, in its sole discretion, determines that its Exposure has been fully extinguished. 10. Indemnitor(s)’ failure to comply with any of the terms of this Agreement may result in Protective’s termination of any or all of the Insuring Agreements, as permitted by law. 11. Any request for Insuring Agreements from an officer, agent or employee of Principal(s) shall be regarded by Protective as sufficient authority for Protective to issue such Insuring Agreements. 12. Indemnitor(s) agrees that, in the event of any of their insolvency, bankruptcy or receivership, Indemnitor(s)’ estate(s) has/have no legal or equitable interest in any portion of the Primary Collateral, Secondary Collateral, and/or any and all earnings or proceeds therefrom which Protective may obtain from disposition or investment of the same. Page 3 of 5

C. General Provisions 1. This Agreement states the full agreement regarding its subject matter between the Parties hereto, and supersedes all prior negotiations and agreements. 2. This Agreement binds and benefits the Parties and their respective successors and assigns. Principal(s) and/or Indemnitor(s) shall not assign this Agreement without the prior express written consent of Protective, whose consent, in its sole discretion, may be withheld. 3. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to its conflict of law principles. 4. The state courts located in Marion County, Indiana or, if a federal court, the United States District Court for the Southern District of Indiana will have exclusive jurisdiction and venue over any dispute or controversy arising from or relating to this Agreement or its subject matter. 5. The Parties irrevocably and unconditionally (1) submit to personal jurisdiction in the State of Indiana and consent to venue in any court of competent jurisdiction located in Marion County, Indiana with respect to any action, suit, proceeding, dispute or controversy; (2) waive any objection to the jurisdiction and venue in Marion County, State of Indiana; and (3) agree not to plead or claim that any such action, suit, or proceeding was brought in an inconvenient forum. 6. If any provision of this Agreement is invalid or unenforceable, that provision is severed from this Agreement and the other provisions in this Agreement shall be valid and enforceable to the fullest extent permitted by law. 7. All of Protective’s rights and remedies in this Agreement are cumulative, may be exercised singularly or concurrently, and are not exclusive of any other right or remedy that may be available to Protective, whether provided by law, equity, statute, in any other agreement between the Parties or otherwise. 8. Protective’s rights and remedies shall not be diminished, waived, or extinguished by granting Indemnitor(s) any indulgence, forbearance, or extension of time. No delay or omission by Protective in exercising any right shall be construed as a waiver of such right on any future occasion. 9. This Agreement may be supplemented, amended, or modified only by the prior express written consent of Protective, and mutual agreement of the Parties. No supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by all Parties. 10. This Agreement may be executed in any number of counterparts. Each counterpart shall be deemed to be an original, but all such counterparts together shall together constitute but one and the same Agreement. Receipt of an executed signature page to this Agreement shall constitute effective delivery thereof. Page 4 of 5

The Parties hereby certify that they have read and understand this Agreement and agree to be bound by its terms and conditions as of the Effective Date specified above. PROTECTIVE INSURANCE COMPANY [INSERT INDEMNITOR COMPANY] By: _________________________________ By: ______________________________ Authorized Signature Authorized Signature ____________________________________ _________________________________ Printed Name Printed Name ____________________________________ _________________________________ Title Title ____________________________________ _________________________________ Date Date [INSERT INDEMNITOR COMPANY] [INSERT INDEMNITOR COMPANY] By: _________________________________ By: ______________________________ Authorized Signature Authorized Signature ____________________________________ _________________________________ Printed Name Printed Name ____________________________________ _________________________________ Title Title ____________________________________ _________________________________ Date Date [INSERT INDEMNITOR COMPANY] [INSERT INDEMNITOR COMPANY] By: _________________________________ By: ______________________________ Authorized Signature Authorized Signature ____________________________________ _________________________________ Printed Name Printed Name ____________________________________ _________________________________ Title Title ____________________________________ _________________________________ Date Date Page 5 of 5