Amended and Restated Credit Agreement, dated as of June 7, 2012



 Exhibit 10.1 
 Execution Version 
 Published CUSIP Number: H0153MAA6 

Revolving Credit CUSIP Number: H0153MAB4 
  

 
  

AMENDED AND RESTATED CREDIT AGREEMENT 
 among 
 ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG, 

ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD, 
 and 
 ALLIED WORLD ASSURANCE COMPANY, LTD 

The LENDERS Party Hereto, 
 CITIBANK, N.A, 
 as Syndication Agent 

and 
 BANK OF
MONTREAL and 
 ING BANK N.V., LONDON BRANCH, 
 as Co-Documentation Agents 
 and 

WELLS FARGO BANK, NATIONAL ASSOCIATION, 
 as Administrative Agent, Fronting Bank and L/C Agent 
 $450,000,000 Senior Secured
Revolving Credit Facility 
 WELLS FARGO SECURITIES, LLC 
 and 
 CITIGROUP GLOBAL MARKETS INC., 

as Joint Lead Arrangers and Joint Bookrunners 
 Dated as of June 7, 2012 
  

 
  







 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
	 ARTICLE I
  

DEFINITIONS
	   
 

  

			
	 Section 1.1
	  	Defined Terms	  	 	2	  
	 Section 1.2
	  	Accounting Terms; GAAP and SAP	  	 	27	  
	 Section 1.3
	  	Other Terms; Construction	  	 	27	  
	 Section 1.4
	  	Exchange Rates; Currency Equivalents	  	 	28	  
	 Section 1.5
	  	Redenomination of Certain Foreign Currencies and Computation of Dollar Amounts	  	 	29	  
	 Section 1.6
	  	Times of Day	  	 	29	  
	
	 ARTICLE II

 
 AMOUNT AND TERMS OF THE CREDIT
	   
 

  

			
	Section 2.1	  	Commitments	  	 	29	  
	Section 2.2	  	Borrowings	  	 	30	  
	Section 2.3	  	Disbursements; Funding Reliance; Domicile of Loans	  	 	31	  
	Section 2.4	  	Evidence of Debt; Notes	  	 	32	  
	Section 2.5	  	Termination and Reduction of Commitments	  	 	33	  
	Section 2.6	  	Mandatory Payments and Prepayments	  	 	33	  
	Section 2.7	  	Voluntary Prepayments	  	 	33	  
	Section 2.8	  	Interest	  	 	34	  
	Section 2.9	  	Fees	  	 	35	  
	Section 2.10	  	Conversions and Continuations	  	 	36	  
	Section 2.11	  	Method of Payments; Computations; Apportionment of Payments	  	 	37	  
	Section 2.12	  	Recovery of Payments	  	 	38	  
	Section 2.13	  	Use of Proceeds	  	 	39	  
	Section 2.14	  	Pro Rata Treatment	  	 	39	  
	Section 2.15	  	Increased Costs; Change in Circumstances; Illegality	  	 	40	  
	Section 2.16	  	Taxes	  	 	42	  
	Section 2.17	  	Compensation	  	 	46	  
	Section 2.18	  	Replacement Lenders	  	 	46	  
	Section 2.19	  	Increase in Commitments	  	 	48	  
	Section 2.20	  	Defaulting Lenders	  	 	50	  
	
	 ARTICLE III

 
 LETTERS OF CREDIT
	   
 

  

			
	Section 3.1	  	Syndicated Letters of Credit	  	 	54	  
	Section 3.2	  	Participated Letters of Credit	  	 	57	  
	Section 3.3	  	Existing Letters of Credit	  	 	61	  


  
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	Section 3.4	  	Conditions Precedent to the Issuance of Letters of Credit	  	 	61	  
	Section 3.5	  	Obligations Absolute	  	 	62	  
	Section 3.6	  	Interest	  	 	64	  
	Section 3.7	  	Interest Rate Determination	  	 	64	  
	Section 3.8	  	Collateralization of Letters of Credit	  	 	64	  
	Section 3.9	  	Use of Letters of Credit	  	 	65	  
	
	 ARTICLE IV

 
 CONDITIONS PRECEDENT
	   
 

  

			
	Section 4.1	  	Conditions Precedent to the Restatement Date	  	 	66	  
	Section 4.2	  	Conditions Precedent to All Credit Extensions	  	 	69	  
	
	 ARTICLE V
  

REPRESENTATIONS AND WARRANTIES
	   
 

  

			
	Section 5.1	  	Organization and Power	  	 	70	  
	Section 5.2	  	Authorization; Enforceability	  	 	70	  
	Section 5.3	  	No Violation	  	 	71	  
	Section 5.4	  	Governmental and Third-Party Authorization; Permits	  	 	71	  
	Section 5.5	  	Litigation	  	 	72	  
	Section 5.6	  	Taxes	  	 	72	  
	Section 5.7	  	Subsidiaries	  	 	72	  
	Section 5.8	  	Full Disclosure	  	 	73	  
	Section 5.9	  	Absence of Default	  	 	73	  
	Section 5.10	  	Ownership of Property; Liens	  	 	73	  
	Section 5.11	  	Margin Regulations	  	 	73	  
	Section 5.12	  	No Material Adverse Effect	  	 	73	  
	Section 5.13	  	Financial Matters	  	 	73	  
	Section 5.14	  	ERISA	  	 	74	  
	Section 5.15	  	Environmental Matters	  	 	75	  
	Section 5.16	  	Compliance with Laws	  	 	75	  
	Section 5.17	  	Regulated Industries	  	 	76	  
	Section 5.18	  	Insurance	  	 	76	  
	Section 5.19	  	OFAC; PATRIOT Act	  	 	76	  
	Section 5.20	  	Security Documents	  	 	76	  
	Section 5.21	  	Status under Bermuda Law	  	 	76	  
	Section 5.22	  	Status under Swiss Law	  	 	77	  
	
	 ARTICLE VI

 
 AFFIRMATIVE COVENANTS
	   
 

  

			
	Section 6.1	  	GAAP Financial Statements	  	 	78	  
	Section 6.2	  	Statutory Financial Statements	  	 	79	  


  
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	Section 6.3	  	Other Business and Financial Information	  	 	79	  
	Section 6.4	  	Corporate Existence; Franchises; Maintenance of Properties	  	 	82	  
	Section 6.5	  	Compliance with Laws	  	 	82	  
	Section 6.6	  	Payment of Obligations	  	 	82	  
	Section 6.7	  	Insurance	  	 	82	  
	Section 6.8	  	Maintenance of Books and Records; Inspection	  	 	83	  
	Section 6.9	  	Dividends	  	 	83	  
	Section 6.10	  	OFAC; PATRIOT Act Compliance	  	 	83	  
	Section 6.11	  	Collateral	  	 	83	  
	Section 6.12	  	Further Assurances	  	 	84	  
	Section 6.13	  	Use of Proceeds	  	 	85	  
	
	 ARTICLE VII

 
 FINANCIAL COVENANTS
	   
 

  

			
	Section 7.1	  	Maximum Consolidated Indebtedness to Total Capitalization	  	 	85	  
	Section 7.2	  	Minimum Financial Strength Rating	  	 	85	  
	
	 ARTICLE VIII

 
 NEGATIVE COVENANTS
	   
 

  

			
	Section 8.1	  	Fundamental Changes	  	 	85	  
	Section 8.2	  	Indebtedness	  	 	86	  
	Section 8.3	  	Liens	  	 	87	  
	Section 8.4	  	Disposition of Assets	  	 	88	  
	Section 8.5	  	Transactions with Affiliates	  	 	88	  
	Section 8.6	  	Restricted Payments	  	 	89	  
	Section 8.7	  	Accounting Changes	  	 	89	  
	Section 8.8	  	Private Act	  	 	90	  
	
	 ARTICLE IX

 
 EVENTS OF DEFAULT
	   
 

  

			
	Section 9.1	  	Events of Default	  	 	90	  
	Section 9.2	  	Remedies; Termination of Commitments, Acceleration, Etc.	  	 	93	  
	Section 9.3	  	Remedies; Set Off	  	 	93	  
	
	 ARTICLE X
  

THE ADMINISTRATIVE AGENT
	   
 

  

			
	Section 10.1	  	Appointment and Authority	  	 	94	  
	Section 10.2	  	Rights as a Lender	  	 	94	  
	Section 10.3	  	Exculpatory Provisions	  	 	95	  
	Section 10.4	  	Reliance by Administrative Agent	  	 	96	  


  
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	Section 10.5	  	Delegation of Duties	  	 	96	  
	Section 10.6	  	Resignation of Administrative Agent	  	 	96	  
	Section 10.7	  	Non-Reliance on Administrative Agent and Other Lenders	  	 	97	  
	Section 10.8	  	No Other Duties, Etc.	  	 	97	  
	Section 10.9	  	Collateral and Guaranty Matters	  	 	97	  
	Section 10.10	  	Administrative Agent May File Proofs of Claim	  	 	98	  
	Section 10.11	  	The L/C Agent and the Fronting Banks	  	 	98	  
	
	 ARTICLE XI

 
 MISCELLANEOUS
	   
 

  

			
	Section 11.1	  	Expenses; Indemnity; Damage Waiver	  	 	99	  
	Section 11.2	  	Governing Law; Submission to Jurisdiction; Waiver of Venue; Service of Process	  	 	101	  
	Section 11.3	  	Waiver of Jury Trial	  	 	102	  
	Section 11.4	  	Notices; Effectiveness; Electronic Communication	  	 	102	  
	Section 11.5	  	Amendments, Waivers, etc.	  	 	104	  
	Section 11.6	  	Successors and Assigns	  	 	105	  
	Section 11.7	  	No Waiver	  	 	109	  
	Section 11.8	  	Survival	  	 	110	  
	Section 11.9	  	Severability	  	 	110	  
	Section 11.10	  	Construction	  	 	110	  
	Section 11.11	  	Confidentiality	  	 	110	  
	Section 11.12	  	Judgment Currency	  	 	111	  
	Section 11.13	  	Counterparts; Integration; Effectiveness	  	 	112	  
	Section 11.14	  	Disclosure of Information	  	 	112	  
	Section 11.15	  	USA PATRIOT Act Notice	  	 	112	  
	
	 ARTICLE XII

 
 THE GUARANTY
	   
 

  

			
	Section 12.1	  	The Guaranty	  	 	112	  
	Section 12.2	  	Guaranty Unconditional	  	 	113	  
	Section 12.3	  	Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances	  	 	113	  
	Section 12.4	  	Waiver by the Guarantors	  	 	114	  
	Section 12.5	  	Subrogation	  	 	114	  
	Section 12.6	  	Stay of Acceleration	  	 	114	  
	Section 12.7	  	Continuing Guaranty; Assignments	  	 	115	  


  
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 EXHIBITS 

 

			
		
	 Exhibit A
	  	Form of Note
	 Exhibit B–1
	  	Form of Notice of Borrowing
	 Exhibit B–2
	  	Form of Notice of Conversion/Continuation
	 Exhibit C
	  	Form of Compliance Certificate
	 Exhibit D
	  	Form of Assignment and Assumption
	 Exhibit E
	  	Form of Security Agreement
	 Exhibit F–1
	  	Form of Opinion of Kelley Drye & Warren LLP
	 Exhibit F–2
	  	Form of Opinion of Conyers Dill & Pearman Limited
	 Exhibit F–3
	  	Form of Opinion of Baker & McKenzie
	 Exhibit G
	  	Form of Collateral Base Report
	 Exhibit H–1
	  	Form of U.S. Tax Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	 Exhibit H–2
	  	Form of U.S. Tax Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
	 Exhibit H–3
	  	Form of U.S. Tax Certificate (For Non–U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	 Exhibit H–4
	  	Form of U.S. Tax Certificate (For Non–U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

 SCHEDULES 
  

			
	 Schedule 1.1(a)
	  	Commitments and Notice Addresses
	 Schedule 1.1(b)
	  	Collateral Base
	 Schedule 3.3
	  	Existing Letters of Credit
	 Schedule 5.4
	  	Licenses
	 Schedule 5.7
	  	Subsidiaries


  
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 AMENDED AND RESTATED CREDIT AGREEMENT 

THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 7, 2012, is made among ALLIED WORLD ASSURANCE COMPANY
HOLDINGS, AG, a Swiss corporation (“Swiss Holdings”), ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD, an exempted company incorporated in Bermuda (“Holdings”), ALLIED WORLD ASSURANCE COMPANY, LTD, an
exempted company incorporated in Bermuda (“Allied World”), the Lenders party hereto, CITIBANK, N.A., as Syndication Agent for the Lenders and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as
Administrative Agent, L/C Agent and Fronting Bank for the Lenders. 
 RECITALS 

The Credit Parties, the financial institutions party thereto and Wells Fargo, as Administrative Agent, L/C Agent and a Fronting Bank are
parties to that certain Credit Agreement dated as of November 27, 2007, as amended by the First Amendment to Credit Agreement dated as of February 25, 2010 and the Second Amendment to Credit Agreement dated as of November 30, 2010,
providing for a $400,000,000 secured letter of credit facility (the “Existing Secured Credit Agreement”). 

The Credit Parties, the Lenders, the Administrative Agent, the L/C Agent and a Fronting Bank have agreed to (i) enter into this
Agreement in order to amend and restate the Existing Secured Credit Agreement in its entirety; (ii) re-evidence the “Obligations” under, and as defined in, the Existing Secured Credit Agreement, which shall be repayable in accordance
with the terms of this Agreement; and (iii) set forth the terms and conditions under which the Lenders will, from time to time, make available to the Borrowers a secured letter of credit facility for the issuance of secured standby letters of
credit for the account of the Borrowers in the aggregate principal amount of $450,000,000, with a subfacility of $150,000,000 for the making of secured revolving loans to the Borrowers. 

It is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities of the parties
under the Existing Secured Credit Agreement or be deemed to evidence or constitute full repayment of such obligations and liabilities, but that this Agreement amend and restate in it is entirety the Existing Secured Credit Agreement and re-evidence
the obligations and liabilities of the Credit Parties outstanding hereunder, which shall be payable in accordance with the terms hereof. 
 It is also the intent of the Credit Parties to confirm that all obligations under the applicable “Credit Documents” (as referred to and defined in the Existing Secured Credit Agreement) shall
continue in full force and effect as modified or restated by the Credit Documents (as referred to and defined herein) and that, from and after the Restatement Date, all references to the “Credit Agreement” contained in any such existing
“Credit Documents” shall be deemed to refer to this Agreement. 







 AGREEMENT 
 NOW, THEREFORE, in consideration of the mutual provisions, covenants and agreements herein contained, the parties hereto hereby agree as follows: 

ARTICLE I 

DEFINITIONS 
 Section 1.1 Defined Terms. For purposes of this Agreement, in addition to the terms defined elsewhere herein, the following terms shall have the meanings set forth below (such meanings to be
equally applicable to the singular and plural forms thereof): 
 “Account Control Agreement” means each control
agreement among a Custodian, the Administrative Agent and (respectively) one or more of the Borrowers, each in form and substance reasonably satisfactory to the Administrative Agent. 

“Account Designation Letter” means a letter from any Borrower to the Administrative Agent, duly completed and signed by
an Authorized Officer of such Borrower and in form and substance reasonably satisfactory to the Administrative Agent, listing any one or more accounts to which such Borrower may from time to time request the Administrative Agent to forward the
proceeds of any Loans made hereunder. 
 “Acquisition” means any transaction or series of related transactions,
consummated on or after the date hereof, by which any Credit Party directly, or indirectly through one or more Subsidiaries, (i) acquires any going business, division thereof or line of business, or all or substantially all of the assets, of
any Person, whether through purchase of assets, amalgamation, merger or otherwise, or (ii) acquires Capital Stock of any Person having at least a majority of combined voting power of the then outstanding Capital Stock of such Person.

 “Additional Lender” has the meaning given to such term in Section 2.19(a). 

“Adjusted LIBOR Rate” means, at any time with respect to any LIBOR Loan, a rate per annum equal to the LIBOR Rate as in
effect at such time plus 0.75%. 
 “Administrative Agent” means Wells Fargo, in its capacity as Administrative
Agent appointed under Section 10.1, and its successors and permitted assigns in such capacity. 

“Administrative Questionnaire” means, with respect to each Lender, the administrative questionnaire in the form
submitted to such Lender by the Administrative Agent. 
 “Affiliate” means, with respect to a specified Person,
another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. Notwithstanding the foregoing, none of the Administrative Agent, the L/C Agent, any
Fronting Bank nor any Lender shall be deemed an “Affiliate” of any Credit Party. 
 “Aggregate
Commitments” means the Commitments of all the Lenders. 
 “Agreement” means this Amended and Restated
Credit Agreement. 
 “Allied World” has the meaning given to such term in the introductory paragraph of this
Agreement. 

  
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 “Annual Statement” means, with respect to any Insurance Subsidiary for any
fiscal year, the annual financial statements of such Insurance Subsidiary as required to be filed with the Insurance Regulatory Authority of its jurisdiction of domicile and in accordance with the laws of such jurisdiction, together with all
exhibits, schedules, certificates and actuarial opinions required to be filed or delivered therewith. 
 “Applicable
Currency” shall mean, with respect to any Letter of Credit, Dollars or the Foreign Currency in which the Stated Amount of such Letter of Credit is denominated. 
 “Approved Fund” means any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender, or (iii) a Person (or an Affiliate of a Person) that
administers or manages a Lender. 
 “Assignment and Assumption” means an Assignment and Assumption entered into
by a Lender and an Eligible Assignee (with the consent of any Person whose consent is required by Section 11.6(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit D or any other form approved
by the Administrative Agent. 
 “Australian Dollars” means the Currency of the Commonwealth of Australia.

 “Authorized Officer” means, with respect to any action specified herein to be taken by or on behalf of any
Credit Party, any officer of such Credit Party duly authorized by resolution of the board of directors or other governing body of such Credit Party to take such action on its behalf, and whose signature and incumbency shall have been certified to
the Administrative Agent in a manner reasonably acceptable to the Administrative Agent. 
 “Availability
Period” means the period from and including the Closing Date to the Commitment Termination Date. 
 “Bankruptcy
Code” means 11 U.S.C. §§101 et seq., as amended from time to time, and any successor statute, and all rules from time to time promulgated thereunder. 
 “Bankruptcy Event” means the occurrence of an Event of Default pursuant to Section 9.1(g) or Section 9.1(h). 

“Base Rate” means the highest of (i) the per annum interest rate publicly announced from time to time by Wells
Fargo in Charlotte, North Carolina, to be its prime commercial lending rate (which may not necessarily be its lowest or best lending rate), as adjusted to conform to changes as of the opening of business on the date of any such change in such prime
rate, (ii) the Federal Funds Rate plus 0.5% per annum, as adjusted to conform to changes as of the opening of business on the date of any such change in the Federal Funds Rate and (iii) the LIBOR Rate for an interest period of one
month plus 1.00%. 
 “Base Rate Loan” means, at any time, any Loan that bears interest at such time at the Base
Rate. 
 “Borrower” means any of Holdings and Allied World, as the context may require, and
“Borrowers” means all of the foregoing. 

  
 3 








 “Borrowing” means the incurrence by a Borrower (including as a result of
conversions or continuations of outstanding Loans pursuant to Section 2.10) on a single date of a group of Loans pursuant to Section 2.2 of a single Type and, in the case of LIBOR Loans, as to which a single Interest Period
is in effect. 
 “Borrowing Date” means, with respect to any Borrowing, the date upon which such Borrowing is
made. 
 “Business Day” means (i) any day other than a Saturday or Sunday, a legal holiday or a day on
which commercial banks in Charlotte, North Carolina, New York, New York or Bermuda are authorized or required by law to be closed, (ii) if such day relates to the issuance of or payment under, or any fundings, disbursements, settlements or
payments in respect of, any Letter of Credit denominated in Euros (or any notice with respect thereto), that is also a TARGET Day, (iii) if such day relates to the issuance of or payment under, or any fundings, disbursements, settlements or
payments in respect of, a Letter of Credit denominated in a Currency other than Dollars or Euro, or any other dealings in any Currency other than Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Letter of Credit
(other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such Currency and/or (iv) in respect of any determination relevant to a LIBOR
Loan, any such day that is also a day on which trading in Dollar deposits is conducted by banks in the London interbank Eurodollar market. 
 “Canadian Dollars” means the Currency of Canada. 

“Capital Lease” means, with respect to any Person, any lease of property (whether real, personal or mixed) by such
Person as lessee that is or is required to be, in accordance with GAAP, recorded as a capital lease on such Person’s balance sheet. 
 “Capital Lease Obligations” means, with respect to any Person, the obligations of such Person to pay rent or other amounts under any Capital Lease, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with GAAP. 
 “Capital Stock” means
(i) with respect to any Person that is a corporation, any and all shares, interests or equivalents in capital stock (whether voting or nonvoting, and whether common or preferred) of such corporation and (ii) with respect to any Person that
is not a corporation, or a natural person, any and all partnership, membership, limited liability company or other equity interests of such Person. 
 “Cash Collateral Account” has the meaning given to such term in Section 3.8(a). 
 “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent or an Issuing Bank (as applicable) and the
Lenders, as collateral for the Letter of Credit Exposure or obligations of any Lenders to fund participations in respect thereof (as the context may require), cash or deposit account balances. “Cash Collateral” has a meaning
correlative to the foregoing and shall include the proceeds of Cash Collateral and other credit support. 

  
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 “Cash Equivalents” means (i) securities issued or unconditionally
guaranteed or insured by the United States of America or any agency or instrumentality thereof, backed by the full faith and credit of the United States of America and maturing within one year from the date of acquisition, (ii) commercial paper
issued by any Person, maturing within 270 days from the date of acquisition and, at the time of acquisition, having a rating of at least A-1 or the equivalent thereof by Standard & Poor’s or at least P-1 or the equivalent thereof by
Moody’s, (iii) bankers’ acceptances, time deposits and certificates of deposit maturing within 270 days from the date of issuance and issued by a bank or trust company organized under the laws of the United States of America or any
state thereof (y) that has combined capital and surplus of at least $500,000,000 or (z) that has (or is a subsidiary of a bank holding company that has) a long-term unsecured debt rating of at least A or the equivalent thereof by
Standard & Poor’s or at least A2 or the equivalent thereof by Moody’s, (iv) repurchase obligations with a term not exceeding thirty (30) days with respect to underlying securities of the types described in
clause (i) above entered into with any bank or trust company meeting the qualifications specified in clause (iii) above, and (v) money market funds at least 95% of the assets of which are continuously invested in securities of the
foregoing types. 
 “Change in Law” means the occurrence, after the Restatement Date, of any of the following:
(i) the adoption or taking effect of any law, rule, regulation or treaty, (ii) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or
(iii) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall
Street Reform and Consumer Protection Act of 2010 and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives to which a Lender is subject promulgated by
the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be
a “Change in Law”, regardless of the date enacted, adopted or issued. 
 “Claims” has the meaning
given to such term in the definition of “Environmental Claims”. 
 “Closing Date” means
November 27, 2007. 
 “Code” means the Internal Revenue Code of 1986. 

“Collateral” has the meaning given to such term in each Security Agreement. 

“Collateral Base” means for any Business Day as of which it is being calculated, the amount equal to the aggregate fair
market value (or, as to cash, the amount thereof) of each item of Eligible Collateral held in a Custodial Account of a Borrower multiplied by the Eligible Percentage for such Eligible Collateral as set forth on Schedule 1.1(b), in each case
as of the close of business on the immediately preceding Business Day or, if such amount is not determinable as of the close of business on such immediately preceding Business Day, as of the close of business on the most recent Business Day on which
such amount is determinable, which Business Day shall be not more than two (2) Business Days prior to the Business Day as of 

  
 5 








 
which the Collateral Base is being calculated; provided that the calculation of the Collateral Base shall be further subject to the terms and conditions set forth on Schedule
1.1(b); and provided further that (i) no Eligible Collateral (including cash) shall be included in the calculation of the Collateral Base unless the Administrative Agent has a first priority perfected Lien on and security
interest in such Eligible Collateral pursuant to the Security Documents and (ii) no Eligible Collateral which is subject to a securities lending arrangement shall be included in a Collateral Base. 

“Collateral Base Report” has the meaning specified in Section 6.11(c). 

“Commitment” means, with respect to any Lender at any time, the commitment of such Lender to make Loans, to issue and/or
participate in Letters of Credit in an aggregate principal Dollar Amount at any time outstanding up to the amount set forth opposite such Lender’s name on Schedule 1.1(a) under the caption “Commitment”, or, if such
Lender has entered into one or more Assignment and Assumptions, the aggregate principal Dollar Amount set forth for such Lender at such time in the Register maintained by the Administrative Agent pursuant to Section 11.6(c) as such
Lender’s “Commitment,” as such amount may be reduced, increased or terminated at or prior to such time pursuant to the terms hereof. 
 “Commitment Fee” has the meaning given to such term in Section 2.9(c). 
 “Commitment Increase” has the meaning given to such term in Section 2.19(a). 
 “Commitment Increase Date” has the meaning given to such term in Section 2.19(c). 
 “Commitment Letter” means the commitment letter from the Joint Arrangers to the Credit Parties, dated May 7, 2012. 

“Commitment Termination Date” means the Maturity Date or such earlier date of termination of the Commitments pursuant to
Section 2.5 or Section 9.2. 
 “Compliance Certificate” means a fully completed and
duly executed certificate in the form of Exhibit C, together with a Covenant Compliance Worksheet. 

“Consolidated Indebtedness” means, at any time, the aggregate (without duplication) of all Indebtedness of Swiss
Holdings and its Subsidiaries (whether or not reflected on the balance sheet of Swiss Holdings or any of its Subsidiaries), determined on a consolidated basis in accordance with GAAP, and for the avoidance of doubt shall not include
(i) obligations in respect of undrawn letters of credit, and (ii) the obligations of Swiss Holdings or any of its Subsidiaries under any Hybrid Equity Securities to the extent that the total book value of such Hybrid Equity Securities does
not exceed 15% of Total Capitalization. 
 “Consolidated Net Income” means, for any period, Net Income for
Swiss Holdings and its Subsidiaries for such period and as reflected on the consolidated financial statements of Swiss Holdings and its Subsidiaries, determined on a consolidated basis in accordance with GAAP. 

“Consolidated Net Worth” means, at any time, the consolidated shareholders’ equity of Swiss Holdings and its
Subsidiaries, determined in accordance with GAAP and as reflected on 

  
 6 








 
the consolidated financial statements of Swiss Holdings and its Subsidiaries, excluding (i) accumulated other comprehensive income (loss) (including any such income (loss) arising from
adjustments pursuant to Statement No. 115 of the Financial Accounting Standards Board of the United States of America) and (ii) any Disqualified Capital Stock. 
 “Control” means, with respect to any Person, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise; and the terms “Controlled” and “Controlling” have correlative meanings. 
 “Covenant Compliance Worksheet” means a fully completed worksheet in the form of Attachment A to Exhibit C. 

“Credit Documents” means this Agreement, the Notes, the Letter of Credit Documents, the Fee Letters, the Security
Agreements, all of the other Security Documents, the provisions of the Commitment Letter regarding the payment of fees that expressly survive the termination thereof, and all other agreements, instruments, documents and certificates now or hereafter
executed and delivered to the Administrative Agent or any Lender by or on behalf of any Credit Party with respect to this Agreement. 
 “Credit Exposure” means, with respect to any Lender at any time, the amount of the sum of (i) the aggregate principal amount of all Loans made by such Lender that are outstanding at
such time and (ii) such Lender’s Letter of Credit Exposure at such time. 
 “Credit Extension” means
either of the following: (i) a Borrowing of Loans and (ii) the Issuance of any Letter of Credit. 
 “Credit
Party” means any of Swiss Holdings, Holdings and Allied World, as the context may require, and “Credit Parties” means all of the foregoing. 
 “Currency” means the lawful currency of any country. 

“Custodial Account” means each custodial, brokerage or similar account of any Borrower maintained by a Custodian as a
“securities account” within the meaning of Section 8-501(a) of the Uniform Commercial Code for such Borrower as the “entitlement holder” within the meaning of Section 8-102(7) of the Uniform Commercial Code pursuant to
a Custodial Agreement, on which (and on the contents of which) a Lien has been granted as security for the Obligations. 

“Custodial Agreement” means each custodial or similar agreement between a Borrower and a Custodian, pursuant to which
one or more Custodial Accounts are maintained. 
 “Custodian” means The Bank of New York Mellon and each other
bank, financial institution, broker or other securities intermediary reasonably acceptable to the Administrative Agent that maintains a Custodial Account (in its capacity as custodian thereof), in each case including any sub-custodian. 

  
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 “Debtor Relief Laws” means the Bankruptcy Code of the United States, Part
XIII of the Companies Act 1981 of Bermuda, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the
United States, Bermuda, Switzerland or other applicable jurisdictions or of any Insurance Regulatory Authority from time to time in effect and affecting the rights of creditors generally. 

“Default” means any event or condition that, with the passage of time or giving of notice, or both, would constitute an
Event of Default. 
 “Defaulting Lender” means any Lender that (i) has failed to fund all or any portion
of its Ratable Share of any Borrowing within two Business Days of the date such Borrowing was required to be funded hereunder, unless such Lender, acting reasonably and in good faith, notifies the Administrative Agent and the Credit Parties in
writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing)
has not been satisfied, (ii) has notified the Credit Parties, the Administrative Agent, any Issuing Bank or any Fronting Bank in writing that it does not intend to comply with any or all of its funding obligations under this Agreement or has
made a public statement to the effect that it does not intend to comply with any or all of its funding obligations under this Agreement or generally under other agreements in which it commits to extend credit (unless such writing or public statement
relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination, acting reasonably and in good faith, that a condition precedent to funding (which condition precedent,
together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (iii) has failed, within three Business Days after receipt of a written request from the Administrative Agent or a
Credit Party, to confirm that it will comply with the terms of this Agreement relating to its obligation to fund prospective Loans or drawings on or participations in Letters of Credit (provided that such Lender shall cease to be a Defaulting
Lender pursuant to this clause (iii) upon receipt of such written confirmation by the Administrative Agent and such Credit Party, (iv) has failed to pay to the Administrative Agent, any Fronting Bank or any Lender when due an amount owed
by such Lender pursuant to the terms of this Agreement within two Business Days of the date when due or (v) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or
(ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit
Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Capital Stock of that Lender
or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement
of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative
Agent that a Lender is a Defaulting Lender under any one or more of clauses (i) through (v) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender upon delivery of written
notice of such determination to the Credit Parties, each Fronting Bank, and each Lender. 

  
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 “Deloitte” means Deloitte & Touche LLP. 

“Designated Lender” means any Lender that is either a Defaulting Lender or a Downgraded Lender. 

“Disqualified Capital Stock” means, with respect to any Person, any Capital Stock of such Person that, by its terms (or
by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event or otherwise, (i) matures or is mandatorily redeemable or subject to any mandatory repurchase requirement, pursuant
to a sinking fund obligation or otherwise, (ii) is redeemable or subject to any mandatory repurchase requirement at the sole option of the holder thereof, or (iii) is convertible into or exchangeable for (whether at the option of the
issuer or the holder thereof) (a) debt securities or (b) any Capital Stock referred to in (i) or (ii) above, in each case under (i), (ii) or (iii) above at any time on or prior to the first anniversary of the L/C
Maturity Date; provided, however, that only the portion of Capital Stock that so matures or is mandatorily redeemable, is so redeemable at the option of the holder thereof, or is so convertible or exchangeable on or prior to such date
shall be deemed to be Disqualified Capital Stock. 
 “Dollar Amount” shall mean (i) with respect to
Dollars or an amount denominated in Dollars, such amount, and (ii) with respect to an amount of Foreign Currency or an amount denominated in a Foreign Currency, the equivalent of such amount in Dollars as determined by the Administrative Agent
at such time on the basis of the Spot Rate (determined with respect to the most recent Revaluation Date) for the purchase of Dollars with such Foreign Currency. 
 “Dollars” or “$” means the Currency of the United States of America. 
 “Downgraded Lender” means any Lender that has a non-credit enhanced senior unsecured debt rating below A- or A3 from S&P or Moody’s, respectively. 

“Eligible Assignee” means (i) a Lender, (ii) an Affiliate of a Lender, (iii) an Approved Fund, and
(iv) any other Person (other than a natural person) approved by (y) the Administrative Agent and the Fronting Banks and (z) unless a Default or Event of Default has occurred and is continuing, Holdings (each such approval not to be
unreasonably withheld or delayed); provided, that Holdings shall be deemed to have approved any such assignment unless it shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received notice
thereof; provided further that notwithstanding the foregoing, “Eligible Assignee” shall not include (i) Swiss Holdings or any of its Affiliates or Subsidiaries, (ii) any Designated Lender and (iii) any Non-NAIC
Lender, unless such Non-NAIC Lender is approved by (a) the Administrative Agent and the Fronting Banks who have agreed to front for such Non-NAIC Lender, each in its sole discretion, and (b) unless a Default or Event of Default has
occurred and is continuing, Holdings (such approval not to be unreasonably withheld or delayed). 
 “Eligible
Collateral” means cash and the other obligations and investments fitting within a category specified on Schedule 1.1(b). 

  
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 “Eligible Percentage” means, for any category of Eligible Collateral, the
percentage set forth opposite such category of Eligible Collateral specified on Schedule 1.1(b) and, in each case, subject to original term to maturity criteria set forth therein. 

“Environmental Claims” means any and all administrative, regulatory or judicial actions, suits, written notices of
noncompliance or violation, investigations by any Governmental Authority or proceedings (collectively, “Claims”) relating in any way to any actual or alleged violation of or liability under any Environmental Law by Swiss Holdings or
any of its Subsidiaries in respect of the conduct of their business or the ownership and/or operation of their respective properties, including (i) any and all Claims by Governmental Authorities for enforcement, cleanup, removal, response,
remedial or other actions or damages pursuant to any applicable Environmental Law and (ii) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from any
alleged injury or threat of injury to human health or the environment arising from exposure to, or the release or threatened release of, any Hazardous Substances. 
 “Environmental Laws” means any and all federal, state, local and foreign laws, statutes, ordinances, rules, regulations, permits, licenses, approvals, rules of common law and orders of
Governmental Authorities, relating to the protection of human health, occupational safety with respect to exposure to Hazardous Substances, or the environment, now or hereafter in effect, and in each case as amended from time to time, including
requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation of Hazardous Substances. 

“ERISA” means the Employee Retirement Income Security Act of 1974 and all rules and regulations from time to time
promulgated thereunder. 
 “ERISA Affiliate” means any Person (including any trade or business, whether or not
incorporated) deemed to be under “common control” with, or a member of the same “controlled group” as, Swiss Holdings or any of its Subsidiaries, within the meaning of Sections 414(b), (c), (m) or (o) of the Code
or Section 4001 of ERISA. 
 “ERISA Event” means any of the following with respect to a Plan or
Multiemployer Plan, as applicable: (i) a Reportable Event, (ii) a complete or partial withdrawal by Swiss Holdings or any ERISA Affiliate from a Multiemployer Plan that results in liability under Section 4201 or 4204 of ERISA, or the
receipt by Swiss Holdings or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A
of ERISA, (iii) the distribution by Swiss Holdings or any ERISA Affiliate under Section 4041 or 4041A of ERISA of a notice of intent to terminate any Plan or the taking of any action to terminate any Plan, (iv) the commencement of
proceedings by the PBGC under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by Swiss Holdings or any ERISA Affiliate of a notice from any Multiemployer Plan that such
action has been taken by the PBGC with respect to such Multiemployer Plan, (v) the institution of a proceeding by any fiduciary of any Multiemployer Plan against Swiss Holdings or any ERISA Affiliate to enforce Section 515 of ERISA, which
is not dismissed within thirty (30) days, (vi) the imposition upon Swiss Holdings or any ERISA Affiliate of any liability under 

  
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Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, or the imposition or threatened imposition of any Lien upon any assets of Swiss Holdings
or any ERISA Affiliate as a result of any alleged failure to comply with the Code or ERISA in respect of any Plan, (vii) the engaging in or otherwise becoming liable for a nonexempt Prohibited Transaction by Swiss Holdings or any ERISA
Affiliate, (viii) a violation of the applicable requirements of Section 404 or 405 of ERISA or the exclusive benefit rule under Section 401(a) of the Code by any fiduciary of any Plan for which Swiss Holdings or any of its ERISA
Affiliates may be directly or indirectly liable or (ix) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA, would result in the loss of tax-exempt status of the trust of
which such Plan is a part if Swiss Holdings or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of such sections. 
 “Euro” means the single Currency of Participating Member States of the European Union. 
 “Event of Default” has the meaning given to such term in Section 9.1. 
 “Exchange Act” means the Securities Exchange Act of 1934 and all rules and regulations from time to time promulgated thereunder. 

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld
or deducted from a payment to a Recipient, (i) any Taxes imposed on or measured by its net income (however denominated), and any franchise Taxes and branch profits Taxes, in each case imposed as a result of such Recipient being organized under
the laws of, or having its principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof), (ii) in the case of a Foreign Lender (other than an
assignee pursuant to a request by Swiss Holdings under Section 2.18(a)), any withholding Tax or deduction of Tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or
designates a new Lending Office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Credit Parties with
respect to such withholding tax or deduction of tax pursuant to Section 2.16(a), (iii) Taxes attributable to such Recipient’s failure to comply with Section 2.16(f) and (iv) any U.S. federal withholding Taxes
imposed under FATCA. 
 “Existing Letters of Credit” means those letters of credit set forth on Schedule 3.3
and continued under this Agreement pursuant to Section 3.3. 
 “Existing Secured Credit
Agreement” has the meaning set forth in the Recitals of this Agreement. 
 “Existing Unsecured Credit
Agreement” has the meaning set forth in Section 4.1(l). 
 “FATCA” means Sections 1471
through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations
thereof. 

  
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 “Federal Funds Rate” means, for any period, a fluctuating per annum
interest rate (rounded upwards, if necessary, to the nearest 1/100 of one percentage point) equal for each day during such period to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System
arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or if such rate is not so published for any day that is a Business
Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by the Administrative Agent. 

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System or any successor thereto. 

“Fee Letters” means (i) the letter agreement from the Administrative Agent and Wells Fargo Securities, LLC to the
Credit Parties, dated May 7, 2012, relating to certain fees payable by the Credit Parties in respect of the transactions contemplated by this Agreement, and (ii) the letter agreement from Citigroup Global Markets Inc. to the Credit
Parties, dated May 7, 2012, relating to certain fees payable by the Credit Parties in respect of the transactions contemplated by this Agreement. 
 “Final Expiry Date” means the date when the Maturity Date has occurred, all Letters of Credit have expired or terminated and all Obligations owing hereunder and in the other Credit
Documents have been paid in full. 
 “Financial Officer” means, with respect to Swiss Holdings, the chief
financial officer, vice president – finance, principal accounting officer or treasurer of Swiss Holdings. 

“Financial Strength Rating” means the financial strength rating issued with respect to any Insurance Subsidiary by A.M.
Best Company (or its successor). 
 “Foreign Currency” means, at any time, (i) Pounds Sterling,
(ii) Euros, (iii) Canadian Dollars, (iv) Australian Dollars or (v) Hong Kong Dollars. 
 “Foreign
Currency Equivalent” shall mean, with respect to an amount of Dollars or an amount denominated in Dollars, the equivalent of such amount in the applicable Foreign Currency as determined by the Administrative Agent at such time on the basis
of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Foreign Currency with Dollars. 
 “Foreign Currency Sublimit” means $150,000,000. 

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction outside the United States.


  
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 “Foreign Pension Plan” means any plan, fund (including any superannuation
fund) or other similar program established or maintained outside the United States of America by Swiss Holdings or any one or more of its Subsidiaries primarily for the benefit of employees of Swiss Holdings or such Subsidiaries residing outside the
United States of America, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject
to ERISA or the Code. 
 “Fronting Bank” means (i) Wells Fargo in its capacity as an issuer of
Participated Letters of Credit and, subject to the terms of Section 3.1(h), in its capacity as a fronting bank for ING and for any other Non-NAIC Lender on behalf of which it agrees to Issue Syndicated Letters of Credit, (ii) any
other Lender reasonably acceptable to the Administrative Agent which is requested by the applicable Borrower, and which agrees in its sole discretion in writing, to Issue Participated Letters of Credit or be a fronting bank on behalf of any Non-NAIC
Lender pursuant to Section 3.1(h), and (iii) with respect to the Existing Letters of Credit, Barclays Bank PLC. 
 “Fronting Exposure” means, at any time there is a Defaulting Lender, for which a Lender is acting as Fronting Bank for one or more Participated Letters of Credit, such Defaulting
Lender’s Applicable Percentage of the outstanding obligations with respect to such Participated Letters of Credit issued by such Fronting Bank other than obligations as to which such Defaulting Lender’s participation obligation has been
reallocated to other Lenders or Cash Collateralized in accordance with Section 2.20. 
 “Fund”
means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business. 

“GAAP” means generally accepted accounting principles in the United States of America, consistently applied and
maintained in effect from time to time (subject to the provisions of Section 1.2). 
 “Governmental
Authority” means the government of the United States of America, Bermuda or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, self-regulatory
body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the
European Central Bank). 
 “Guarantor” means any of Swiss Holdings and Holdings (in their respective capacities
as a Guarantor under ARTICLE XII), as the context may require. Guarantors means all of the foregoing. 

“Guaranty” means the undertakings by Swiss Holdings and Holdings under ARTICLE XII. 

“Guaranty Obligation” means, with respect to any Person, at the time of determination, any direct or indirect liability
of such Person with respect to any Indebtedness, liability or other obligation (the “primary obligation”) of another Person (the “primary obligor”), whether or not


  
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contingent, (i) to purchase, repurchase or otherwise acquire such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or provide funds
(x) for the payment or discharge of any such primary obligation or (y) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet item, level of income or
financial condition of the primary obligor (including keep well agreements, maintenance agreements, comfort letters or similar agreements or arrangements), (iii) to purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor in respect thereof to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss or
failure or inability to perform in respect thereof; provided, however, that, with respect to Swiss Holdings and its Subsidiaries, the term Guaranty Obligation shall not include endorsements for collection or deposit in the
ordinary course of business. The amount of any Guaranty Obligation of any guaranteeing Person hereunder shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which
such Guaranty Obligation is made and (b) the maximum amount for which such guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guaranty Obligation, unless such primary obligation and the maximum amount for
which such guaranteeing Person may be liable are not stated or determinable, in which case the amount of such Guaranty Obligation shall be such guaranteeing Person’s maximum reasonably anticipated liability in respect thereof as determined by
such guaranteeing Person in good faith. 
 “Hazardous Substance” means any substance or material meeting any
one or more of the following criteria: (i) it is designated as a hazardous waste, hazardous substance, hazardous material, pollutant, contaminant or toxic substance under any Environmental Law, (ii) it is toxic, explosive, corrosive,
ignitable, infectious, radioactive, mutagenic or otherwise hazardous to human health or the environment and is or becomes regulated under any Environmental Law, or (iii) it is or contains, without limiting the foregoing, asbestos,
polychlorinated biphenyls, urea formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived substances or wastes, crude oil, nuclear fuel, natural gas or synthetic gas. 

“Hedge Agreement” means any interest rate, credit default or foreign currency rate swap, future, cap, collar, hedge,
forward rate or other similar agreement or arrangement (including any option to enter into any of the foregoing) designed to protect against fluctuations in interest rates, credit spreads, currency exchange rates, inflation rates or commodity
prices. 
 “Historical Statutory Statements” has the meaning given to such term in Section 5.13(b).

 “Holdings” has the meaning given to such term in the introductory paragraph of this Agreement. 

“Hybrid Equity Securities” shall mean any hybrid preferred securities consisting of trust preferred securities,
deferrable interest subordinated debt securities, mandatory convertible debt or other hybrid securities that are shown on the consolidated financial statements of Swiss Holdings as liabilities and (i) treated as equity by Standard &
Poor’s, and (ii) that, by its terms (or by the terms of any security into which it is convertible for or which it is exchangeable) or upon the happening of any event or otherwise, does not mature or is not mandatorily redeemable or is not
subject to any mandatory repurchase requirement, at any time on or prior to the date which is six months after the L/C Maturity Date. 

  
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 “Increasing Lender” has the meaning given to such term in
Section 2.19(a). 
 “Indebtedness” means, with respect to any Person, at the time of determination
(without duplication), (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by notes, bonds, debentures or similar instruments, or upon which interest payments are customarily made,
(iii) the maximum stated or face amount of all surety bonds, letters of credit and bankers’ acceptances issued or created for the account of such Person and, without duplication, all drafts drawn thereunder (to the extent unreimbursed),
(iv) all obligations of such Person to pay the deferred purchase price of property or services (excluding trade payables and similar obligations incurred in the ordinary course of business and not more than 60 days past due), (v) all
indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person, (vi) all Capital Lease Obligations of such Person, (vii) all Disqualified Capital Stock issued
by such Person, with the amount of Indebtedness represented by such Disqualified Capital Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, (viii) the principal
balance outstanding and owing by such Person under any synthetic lease, tax retention operating lease or similar off-balance sheet financing product, (ix) all Guaranty Obligations of such Person with respect to Indebtedness of another Person,
(x) the Net Termination Obligations of such Person under any Hedge Agreements, and (xi) all indebtedness of the types referred to in clauses (i) through (x) above (A) of any partnership or unincorporated joint venture in
which such Person is a general partner or joint venturer to the extent such Person is liable therefor or (B) secured by any Lien on any property or asset owned or held by such Person regardless of whether or not the indebtedness secured thereby
shall have been incurred or assumed by such Person or is nonrecourse to the credit of such Person, the amount thereof being equal to the value of the property or assets subject to such Lien; provided that Indebtedness shall not include
obligations with respect to Primary Policies and Reinsurance Agreements which are entered into in the ordinary course of business. 
 “Indemnified Taxes” means Taxes (including, for the avoidance of doubt, Other Taxes) other than Excluded Taxes. 
 “Indemnitee” has the meaning given to such term in Section 11.1(b). 
 “ING” means ING Bank N.V., London Branch. 
 “Initial
Loans” has the meaning given to such term in Section 2.19(d). 
 “Insurance Regulatory
Authority” means, with respect to any Insurance Subsidiary, the insurance department or similar Governmental Authority charged with regulating insurance companies or insurance holding companies, in its jurisdiction of domicile and, to the
extent that it has regulatory authority over such Insurance Subsidiary, in each other jurisdiction in which such Insurance Subsidiary conducts business or is licensed to conduct business. 

“Insurance Subsidiary” means each Subsidiary of Swiss Holdings the ability of which to pay dividends is regulated by an
Insurance Regulatory Authority or that is otherwise required to be regulated thereby in accordance with the applicable Requirements of Law of its jurisdiction of domicile. 

  
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 “Interest Period” means, as to each LIBOR Loan, the period commencing on
the date of the Borrowing of such LIBOR Loan (or the date of any continuation of, or conversion into, such LIBOR Loan), and ending one, two, three or six months (or, if acceptable to all of the Lenders, nine months) thereafter, as selected by the
applicable Borrower in its Notice of Borrowing or Notice of Conversion/Continuation; provided, that: 

(i) all LIBOR Loans comprising a single Borrowing shall at all times have the same Interest Period; 

(ii) each successive Interest Period applicable to such LIBOR Loan shall commence on the day on which the next preceding
Interest Period applicable thereto expires; 
 (iii) LIBOR Loans may not be outstanding under more than five
(5) separate Interest Periods at any one time (for which purpose Interest Periods shall be deemed to be separate even if they are coterminous); 
 (iv) if any Interest Period otherwise would expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless such next succeeding Business Day falls
in another calendar month, in which case such Interest Period shall expire on the next preceding Business Day; 

(v) no Interest Period shall extend beyond the Maturity Date; 

(vi) if any Interest Period begins on a day for which there is no numerically corresponding day in the calendar month
during which such Interest Period would otherwise expire, such Interest Period shall expire on the last Business Day of such calendar month; and 
 (vii) no Borrower may select any Interest Period (and consequently, no LIBOR Loans shall be made or continued) if a Default or Event of Default shall have occurred and be continuing at the time of such
Notice of Borrowing or Notice of Conversion/Continuation with respect to any Borrowing. 
 “Invested Assets”
means cash, Cash Equivalents, short term investments, investments held for sale and any other assets which are treated as investments under GAAP. 
 “Issue” means, with respect to any Letter of Credit, to issue, to amend in a manner which extends the expiry of, or to renew or increase the Stated Amount of, such Letter of Credit; and
the terms “Issued”, “Issuing” and “Issuance” have corresponding meanings, provided that the term “Issue” shall not include the automatic renewal of a Letter of Credit in accordance
with its terms. 
 “Issuing Bank” means, (i) with respect to any Participated Letter of Credit, the
applicable Fronting Bank and (ii) with respect to a Syndicated Letter of Credit, the Lenders (other than a Non-NAIC Lender, but including the applicable Fronting Bank, if any, on behalf of any Non-NAIC Lender) who have issued such Syndicated
Letter of Credit. 

  
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 “Joint Arrangers” means Wells Fargo Securities, LLC and Citigroup Global
Markets Inc. in their capacities as joint lead arrangers and joint bookrunners. 
 “L/C Advance” has the
meaning given to such term in Section 3.2(e). 
 “L/C Agent” means Wells Fargo, and its successors
and permitted assigns in such capacity. 
 “L/C Disbursement” means (i) with respect to any Participated
Letter of Credit, a payment made by the applicable Fronting Bank pursuant thereto and (ii) with respect to any Syndicated Letter of Credit, a payment made by a Lender pursuant thereto. 

“L/C Disbursement Date” means, with respect to each L/C Disbursement made under any Letter of Credit, if the applicable
Borrower receives notice from the Administrative Agent of any L/C Disbursement prior to 12:00 p.m., Charlotte, North Carolina time, on any Business Day, such Business Day and if such notice is received after 12:00 p.m., Charlotte, North
Carolina time, on any Business Day, the following Business Day. 
 “L/C Maturity Date” means the earlier of
(i) the first anniversary of the Commitment Termination Date and (ii) the first date after the Commitment Termination Date on which the aggregate Letter of Credit Exposure is zero; provided that if such date is not a Business Day,
the L/C Maturity Date shall be the immediately preceding Business Day. 
 “Lender” means each Person signatory
hereto as a “Lender” and each other Person that becomes a “Lender” hereunder pursuant to Section 2.18, Section 2.19, or Section 11.6(b), having a Commitment (or after the Commitments
have terminated, holding outstanding Credit Exposure). 
 “Lending Office” means, with respect to any Lender,
the office of such Lender designated as such in such Lender’s Administrative Questionnaire or in an Assignment and Assumption, or such other office as may be otherwise designated in writing from time to time by such Lender to Swiss Holdings and
the Administrative Agent. A Lender may designate separate Lending Offices as provided in the foregoing sentence for the purposes of making or maintaining different Types of Loans, and, with respect to LIBOR Loans, such office may be a domestic or
foreign branch or Affiliate of such Lender. 
 “Letter of Credit” means any standby letter of credit Issued
hereunder, whether Issued as a Syndicated Letter of Credit or Participated Letter of Credit, including the Existing Letters of Credit, and “Letters of Credit” means all of the foregoing. 

“Letter of Credit Documents” means, with respect to any Letter of Credit, collectively, such Letter of Credit and any
application therefor and any other documents attached thereto. 
 “Letter of Credit Exposure” means, at any
time for each Lender, such Lender’s Ratable Share, as adjusted pursuant to Section 2.20(a)(iii), of the amount equal to the sum of (i) the aggregate Stated Amount of all outstanding Letters of Credit and (ii) the
aggregate Dollar Amount of all outstanding Reimbursement Obligations at such time. 

  
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 “Letter of Credit Fee” has the meaning set forth in
Section 2.9(d). 
 “Letter of Credit Notice” means a Syndicated Letter of Credit Notice or a
Participated Letter of Credit Notice, as the context may require. 
 “LIBOR Loan” means, at any time, any Loan
that bears interest at such time at the applicable Adjusted LIBOR Rate. 
 “LIBOR Rate” means, with respect to
each LIBOR Loan comprising part of the same Borrowing for any Interest Period, an interest rate per annum obtained by dividing (i) (y) the rate of interest (rounded upward, if necessary, to the nearest 1/16 of one percentage point)
appearing on Reuters Screen LIBOR01 (or any successor page) or (z) if no such rate is available, the rate of interest determined by the Administrative Agent to be the rate or the arithmetic mean of rates (rounded upward, if necessary, to the
nearest 1/16 of one percentage point) at which Dollar deposits in immediately available funds are offered to first-tier banks in the London interbank Eurodollar market, in each case under (y) and (z) above at approximately 11:00 a.m.,
London time, two (2) Business Days prior to the first day of such Interest Period for a period substantially equal to such Interest Period, by (ii) (A) if there is any Lender which at the time of determination is subject to the Reserve
Requirement, an amount equal to 1.00 minus the Reserve Requirement (expressed as a decimal) for such Interest Period or (B) if there is no such Lender at the time of determination, 1.00. If Reuters no longer reports the LIBOR Rate, the
Administrative Agent may select a reasonable replacement index or replacement page, as the case may be, reasonably acceptable to Holdings for determination of the rate under clause (i) above. 

“Licenses” has the meaning given to such term in Section 5.4(c). 

“Lien” means any mortgage, pledge, hypothecation, assignment, security interest, lien (statutory or otherwise), charge
or other encumbrance of any nature, whether voluntary or involuntary, including the interest of any vendor or lessor under any conditional sale agreement, title retention agreement, Capital Lease or any other lease or arrangement having
substantially the same effect as any of the foregoing. 
 “Loans” has the meaning given to such term in
Section 2.1. 
 “Losses” has the meaning given to such term in Section 11.1(b).

 “Margin Stock” has the meaning given to such term in Regulation U. 

“Material Adverse Effect” means a material adverse effect on (i) the business, assets, liabilities (actual or
contingent) operations or conditions of the Credit Parties and their Subsidiaries taken as a whole, (ii) the ability of any Credit Party to perform its material obligations under this Agreement or any of the Credit Documents to which it is a
party or (iii) the legality, validity, binding effect or enforceability against any Credit Party of this Agreement or any of the Credit Documents to which it is a party. 

  
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 “Material Insurance Subsidiary” means each Insurance Subsidiary that is a
Material Subsidiary. 
 “Material Subsidiary” means each of (i) Allied World, (ii) Holdings,
(iii) at the relevant time of determination, any other Subsidiary having (after the elimination of intercompany accounts) (y) in the case of a non-Insurance Subsidiary, (A) assets constituting at least 10% of the total assets of Swiss
Holdings and its Subsidiaries on a consolidated basis, (B) revenues for the four quarters most recently ended constituting at least 10% of the total revenues of Swiss Holdings and its Subsidiaries on a consolidated basis, or (C) Net Income
for the four quarters most recently ended constituting at least 10% of the Consolidated Net Income of Swiss Holdings and its Subsidiaries, in each case determined in accordance with GAAP as of the date of the GAAP financial statements most recently
delivered under Section 6.1 prior to such time (or, with regard to determinations at any time prior to the initial delivery of financial statements under Section 6.1, as of the date of the most recent financial statements
referred to in Section 5.13(a)), or (z) in the case of an Insurance Subsidiary, (A) assets constituting at least 10% of the aggregate assets of all of the Insurance Subsidiaries of Swiss Holdings, or (B) gross written
premiums for the four quarters most recently ended (or, if not readily available, the fiscal year most recently ended) constituting at least 10% of the aggregate gross written premiums (without duplication) of all of the Insurance Subsidiaries of
Swiss Holdings, in each case determined in accordance with SAP as of the date of the statutory financial statements most recently delivered under Section 6.2 prior to such time (or, with regard to determinations at any time prior to the
initial delivery of financial statements under Section 6.2, as of the date of the most recent financial statements referred to in Section 5.13(b)) and (iv) any Subsidiary that has any of the foregoing as a Subsidiary.

 “Maturity Date” means the fourth anniversary of the Restatement Date; provided that if such date is
not a Business Day, the Maturity Date shall be the immediately preceding Business Day. 
 “Minimum Collateral
Amount” means, for each Borrower, as of any date of determination, an amount equal to the sum of the aggregate Credit Exposure of all Lenders with respect to Loans extended to and Letters of Credit Issued at the request of such Borrower as
of such date. 
 “Moody’s” means Moody’s Investors Service, Inc. 

“Multiemployer Plan” means any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA to
which Swiss Holdings or any ERISA Affiliate makes, is making or is obligated to make contributions or has made or been obligated to make contributions. 
 “NAIC” means the National Association of Insurance Commissioners. 

“Net Income” means, with respect to any Person for any period, the net income (or loss) of such Person for such period
determined in accordance with GAAP. 
 “Net Termination Obligations” means, in respect of any one or more Hedge
Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedge Agreements, (a) for any date on or after the date such Hedge Agreements have been


  
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closed out and termination obligations(s) determined in accordance therewith, such termination obligation(s), and (b) for any date prior to the date referenced in clause (a), the amount(s)
determined as the mark-to-market value(s) for such Hedge Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedge Agreements, reputable pricing agent or
custodian bank (which may include a Lender or any Affiliate of a Lender). 
 “Non-NAIC Lender” means a Lender
that is not listed on the most current list of banks approved by the Securities Valuation Officer of the NAIC or is not acting through the branch so listed. 
 “Notes” means, with respect to any Lender requesting the same, the promissory note of each Borrower in favor of such Lender evidencing the Loans made by such Lender to such Borrower
pursuant to Section 2.1, in substantially the form of Exhibit A. 
 “Notice of
Borrowing” has the meaning given to such term in Section 2.2(b). 
 “Notice of
Conversion/Continuation” has the meaning given to such term in Section 2.10(b). 

“Obligations” means all principal of and interest on the Loans and Reimbursement Obligations and all fees, expenses,
indemnities and other obligations owing, due or payable at any time by any Credit Party to the Administrative Agent, any Lender, the L/C Agent, any Fronting Bank or any other Person entitled thereto (including interest or fees accruing after the
filing of a petition or commencement of a case by or with respect to any Credit Party seeking relief under any Debtor Relief Laws, whether or not the claim for such interest or fees is allowed in such proceeding), under this Agreement or any of the
other Credit Documents, in each case whether direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether existing by contract, operation of law or otherwise.

 “OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control. 

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former
connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or
perfected a security interest under, engaged in any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any Loan or Credit Document). 

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes
that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Credit Document except any such Taxes
that are Other Taxes imposed with respect to assignment other than an assignment made pursuant to Section 2.18. 

“Participant” has the meaning given to such term in Section 11.6(d). 

  
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 “Participant Register” has the meaning assigned to such term in
Section 11.6(e). 
 “Participated L/C Honor Date” has the meaning given to such term in
Section 3.2(f). 
 “Participated Letter of Credit Notice” has the meaning given to such term in
Section 3.2(b). 
 “Participated Letters of Credit” means (a) Letters of Credit issued by any
Fronting Bank under Section 3.2(a) and (b) the Existing Letters of Credit. 
 “Participating Member
State” means any member state of the European Community that adopts or has adopted the Euro as its Currency in accordance with the legislation of the European Community relating to the Economic and Monetary Union. 

“PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism (USA PATRIOT Act of 2001), as amended from time to time, and any successor statute, and all rules and regulations from time to time promulgated thereunder. 
 “Payment Office” means the office of the Administrative Agent designated on Schedule 1.1(a) under the heading “Instructions for wire transfers to the Administrative
Agent,” or such other office as the Administrative Agent may designate in writing to the Lenders and the Credit Parties for such purpose from time to time. 
 “PBGC” means the Pension Benefit Guaranty Corporation. 

“Percentage Obligations” means, with respect to any Lender, the portion of any Syndicated Letter of Credit that such
Lender is severally obligated to fund. 
 “Permitted Liens” means such of the following as to which no
enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced: (i) Liens for taxes, assessments and governmental charges or levies to the extent not required to be paid under Section 6.6;
(ii) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens arising in the ordinary course of business securing obligations that are not overdue for a
period of more than 60 days or which are being contested in good faith and by appropriate proceedings and with respect to which adequate reserves have been established, and are being maintained, in accordance with GAAP; (iii) pledges or
deposits to secure obligations under workers’ compensation, unemployment, old-age pensions, retirement benefits laws or similar legislation or to secure public or statutory obligations; (iv) zoning restrictions, easements, rights of way
and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of such property for its present purposes and any exception to coverage described in
mortgagee policies of title insurance, (v) Liens arising by virtue of trust arrangements, withheld balances, or any other collateral or security arrangements (other than letters of credit) incurred in connection with any Primary Policies or
Reinsurance Agreements in the ordinary course of business or capital support agreements or any other agreements by the Credit Parties in support of the capital of any Insurance Subsidiary, or guarantees or any other agreements by the Credit Parties
guaranteeing the obligations of any Insurance Subsidiary under any Primary Policies or 

  
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Reinsurance Agreements entered into in the ordinary course of business; (vi) lease deposits, (vii) Liens arising by virtue of any statutory or common law provision relating to
bankers’ liens, rights of set-off, revocation, refund or chargeback or other similar rights or remedies existing solely with respect to cash and Cash Equivalents on deposit pursuant to standard banking arrangements or under the Uniform
Commercial Code or any similar law; (viii) Liens in favor of the Administrative Agent and the Lenders created by or otherwise existing under or in connection with this Agreement and the other Credit Documents; (ix) any attachment or
judgment Lien not constituting an Event of Default under Section 9.1(i); (x) Liens that arise in favor of banks under Article 4 of the Uniform Commercial Code or any similar law on items in collection and the documents relating
thereto and proceeds thereof; (xi) Liens arising from the filing (for notice purposes only) of UCC-1 financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) in respect of true leases otherwise
permitted hereunder; (xii) any leases, subleases, licenses or sublicenses granted by any Credit Party and its Subsidiaries to third parties in the ordinary course of business and not interfering in any material respect with the business of such
Credit Party or any of its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement and (xiii) any Lien existing on any property or asset prior to the
acquisition thereof by any Credit Party or any of its Subsidiaries, or existing, on any property or asset of any Person that becomes a Subsidiary of any Credit Party after the date hereof prior to the time such Person becomes a Subsidiary, as the
case may be; provided that (1) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming such a Subsidiary, as the case may be, (2) such Lien does not apply to any other property or
assets of such Credit Party or such Subsidiary and (3) such Lien secures only those obligations which it secures on the date of such acquisition or the date such Person becomes such a Subsidiary, as the case may be. 

“Permitted Transactions” means (i) obligations of the Credit Parties or any Insurance Subsidiary (including without
limitation any guarantee by a Credit Party or any of its Subsidiaries of such Person’s Insurance Subsidiaries’ obligations thereunder) under Primary Policies and Reinsurance Agreements (including security posted to secure obligations
thereunder), (ii) Guaranty Obligations of the Credit Parties or any of their Subsidiaries with respect to the payment of any real property lease for office premises entered into by a direct or indirect Subsidiary of such Person in the ordinary
course of business, (iii) Obligations of the Credit Parties or any of their Subsidiaries arising in the ordinary course of business pursuant to letters to certain insurers, reinsurers and insurance brokers to contribute or cause to be
contributed sufficient capital surplus to any direct or indirect Insurance Subsidiary of such Person in the event that such Insurance Subsidiary is unable or unwilling in whole or in part for financial reasons to make payment of any of its claims,
losses or expenses pursuant to Primary Policies or Reinsurance Agreement issued to clients of the addressees of such letters and (iv) Guaranty Obligations by any Insurance Subsidiary in favor of any of its Insurance Subsidiaries to maintain the
capital of such Insurance Subsidiary at 150% of the required regulatory level. 
 “Person” means any natural
person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. 

  
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 “Plan” means any “employee pension benefit plan” within the
meaning of Section 3(2) of ERISA that is subject to the provisions of Title IV of ERISA (other than a Multiemployer Plan) and to which Swiss Holdings or any ERISA Affiliate may have any liability. 

“Pounds Sterling” means the Currency of the United Kingdom of Great Britain and Northern Ireland. 

“Preferred Securities” means, with respect to any Person, any Capital Stock of such Person that has preferential rights
with respect to dividends or redemptions or upon liquidation or dissolution of such Person over shares of common stock or any Capital Stock of such Person. 
 “Primary Policies” means any insurance policies issued by an Insurance Subsidiary. 
 “Private Act” means private legislation enacted in Bermuda sought by any Credit Party with the intention that such legislation apply specifically to any Credit Party, in whole or in part.

 “Process Agent” has the meaning given to such term in Section 11.2(e). 

“Prohibited Transaction” means any transaction described in (i) Section 406 of ERISA that is not exempt by
reason of Section 408 of ERISA or by reason of a Department of Labor prohibited transaction individual or class exemption or (ii) Section 4975(c) of the Code that is not exempt by reason of Section 4975 (c)(2) or 4975(d) of the
Code. 
 “Ratable Share” of any amount means, as adjusted pursuant to Section 2.20(a)(iii), at any
time for each Lender, a percentage obtained by dividing such Lender’s Commitment at such time by the Aggregate Commitments then in effect, provided that, if the Commitment Termination Date has occurred, the Ratable Share of each Lender
shall be determined by dividing such Lender’s Credit Exposure by the aggregate Credit Exposure of all Lenders then outstanding. 
 “Recipient” means (i) the Administrative Agent, (ii) any Lender and (c) any Issuing Bank, as applicable. 

“Register” has the meaning given to such term in Section 11.6(c). 

“Regulations D, T, U and X” means Regulations D, T, U and X, respectively, of the Federal Reserve Board. 

“Reimbursement Obligations” means the obligation of the applicable Borrower to reimburse the applicable Issuing Banks
for any payment actually made by such Issuing Banks under any Letter of Credit, together with interest thereon payable as provided herein. 
 “Reinsurance Agreement” means any agreement, contract, treaty, policy, certificate or other arrangement whereby any Insurance Subsidiary agrees to assume from or reinsure an insurer or
reinsurer all or part of the liability of such insurer or reinsurer under a policy or policies of insurance issued by such insurer or reinsurer. 

  
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 “Related Parties” means, with respect to any Person, such Person’s
Affiliates and the partners, directors, officers, employees, agents trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates. 

“Reportable Event” means, with respect to any Plan, (i) any “reportable event” within the meaning of
Section 4043(c) of ERISA for which the 30-day notice under Section 4043(a) of ERISA has not been waived by the PBGC (including any failure to meet the minimum funding standard of, or timely make any required installment under,
Section 412 of the Code or Section 302 of ERISA, regardless of the issuance of any waivers in accordance with Section 412(d) of the Code), (ii) any such “reportable event” subject to advance notice to the PBGC under
Section 4043(b)(3) of ERISA, (iii) any application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code, and (iv) a cessation of operations described in Section 4062(e) of
ERISA. 
 “Required Lenders” means, at any time, the Lenders whose Commitments (or, after the termination of
the Commitments, Credit Exposure) represent at least a majority of the aggregate, at such time, of the Aggregate Commitments (or, after the termination of the Aggregate Commitments, the aggregate Credit Exposure); provided that the Commitment
of, and the portion of the outstanding Credit Exposure held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders so long as the circumstances causing such Lender to be a Defaulting
Lender have not been cured. 
 “Requirement of Law” means, with respect to any Person, the charter, articles or
certificate of organization or incorporation and bylaws or other organizational or governing documents of such Person, and any statute, law, treaty, rule, regulation, self-regulation, order, decree, writ, injunction or determination of any
arbitrator or court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject or otherwise pertaining to any or all of the transactions
contemplated by this Agreement and the other Credit Documents. 
 “Reserve Requirement”
means, with respect to any Interest Period, the reserve percentage (expressed as a decimal and rounded upwards, if necessary, to the next higher 1/100th of 1%) in effect from time to time during such Interest Period, as provided by the Federal Reserve Board, applied for
determining the maximum reserve requirements (including basic, supplemental, marginal and emergency reserves) applicable to the Administrative Agent under Regulation D with respect to “Eurocurrency liabilities” within the meaning of
Regulation D, or under any similar or successor regulation with respect to Eurocurrency liabilities or Eurocurrency funding. 
 “Responsible Officer” means, with respect to any Credit Party, the president, the chief executive officer, the chief financial officer, the vice president-finance, the principal
accounting officer or the treasurer of such Credit Party, and any other officer or similar official thereof responsible for the administration of the obligations of such Credit Party in respect of this Agreement or any other Credit Document.

 “Restatement Date” has the meaning given to such term in Section 4.1. 

  
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 “Revaluation Date” shall mean each of the following: (i) each date on
which a Letter of Credit is Issued in a Foreign Currency, (ii) each date on which an L/C Disbursement is made in a Foreign Currency, (iii) the last Business Day of each calendar month, (iv) the Commitment Termination Date and
(v) such additional dates as the Administrative Agent shall specify in writing to each of the parties hereto. 

“Revolver Sublimit” means an amount equal to $150,000,000, it being understood that the Revolver Sublimit is part of,
and not in addition to, the Aggregate Commitments. 
 “Sanctioned Country” means a country subject to a
sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/enforcement/ofac/programs/, or as otherwise published from time to time. 

“Sanctioned Person” means (i) a Person named on the list of Specially Designated Nationals or Blocked Persons
maintained by OFAC available at http://www.treas.gov/-offices/enforcement/ofac/sdn/index.shtml, or as otherwise published from time to time, or (ii) (A) an agency of the government of a Sanctioned Country, (B) an organization
controlled by a Sanctioned Country, or (C) a Person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC. 
 “SAP” means, with respect to any Insurance Subsidiary, the statutory accounting practices prescribed or permitted by the relevant Insurance Regulatory Authority of its jurisdiction of
domicile, consistently applied and maintained, as in effect from time to time, subject to the provisions of Section 1.2. 
 “Security Agreement” means each pledge and security agreement made by each Borrower in favor of the Administrative Agent in substantially the form of Exhibit E. 

“Security Documents” means (i) each Security Agreement, (ii) each Account Control Agreement, (iii) each
other security agreement executed and delivered pursuant to Section 6.12 and (iv) each other document, agreement, certificate and/or financing statement, executed, delivered, made or filed pursuant to the terms of the documents
specified in foregoing clauses (i), (ii) and (iii). 
 “Spot Rate” shall mean, (i) with respect to
any Foreign Currency, the rate quoted by the Administrative Agent as the spot rate for the purchase by the Administrative Agent of such Foreign Currency with Dollars through its principal foreign exchange trading office at approximately 11:00 a.m.
London time on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made, and (ii) with respect to Dollar Amounts, the rate quoted by the Administrative Agent as the spot rate for the purchase by
the Administrative Agent of such Dollar Amount with such applicable Foreign Currency through its principal foreign exchange trading office at approximately 11:00 a.m. London time on the date two (2) Business Days prior to the date as of which
the foreign exchange computation is made. 
 “Standard & Poor’s” means Standard &
Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc. and its successors and assigns. 

  
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 “Stated Amount” means, with respect to any Letter of Credit at any time,
the aggregate Dollar Amount available to be drawn thereunder at such time (regardless of whether any conditions for drawing could then be met). 
 “Subsequent Borrowing” has the meaning given to such term in Section 2.19(d). 
 “Subsidiary” means, with respect to any Person, any corporation or other Person of which more than 50% of the outstanding Capital Stock having ordinary voting power to elect a majority of
the board of directors, board of managers or other governing body of such Person, is at the time, directly or indirectly, owned or controlled by such Person and one or more of its other Subsidiaries or a combination thereof (irrespective of whether,
at the time, securities of any other class or classes of any such corporation or other Person shall or might have voting power by reason of the happening of any contingency). When used without reference to a parent entity, the term
“Subsidiary” shall be deemed to refer to a Subsidiary of Swiss Holdings. 
 “Swiss Holdings” has the
meaning given to such term in the introductory paragraph of this Agreement. 
 “Syndicated L/C Honor Date” has
the meaning given to such term in Section 3.1(g). 
 “Syndicated Letter of Credit Notice” has the
meaning given to such term in Section 3.1(b). 
 “Syndicated Letters of Credit” means Letters of
Credit issued under Section 3.1(a). 
 “TARGET Day” means any day on which the Trans-European
Automated Real-time Gross Settlement Express Transfer payment system (or any successor settlement system as determined by the Administrative Agent) is open for the settlement of payments in Euro. 

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup
withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 
 “Total Capitalization” means, as of any date of determination, the sum of (i) Consolidated Net Worth as of such date, (ii) Consolidated Indebtedness (but excluding any Hybrid
Equity Securities) as of such date and (iii) the aggregate obligations of the Credit Parties and their Subsidiaries under any Hybrid Equity Securities as of such date. 
 “Total Voting Power” means, with respect to any Person, the total number of votes which may be cast in the election of directors of such Person at any meeting of stockholders of such
Person if all securities entitled to vote in the election of directors of such Person (on a fully diluted basis, assuming the exercise, conversion or exchange of all rights, warrants, options and securities exercisable for, exchangeable for or
convertible into, such voting securities) were present and voted at such meeting (other than votes that may be cast only upon the happening of a contingency). 
 “Type” has the meaning given to such term in Section 2.2(a). 

  
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 “Unfunded Pension Liability” means, with respect to any Plan, the excess of
its benefit liabilities under Section 4001(a)(16) of ERISA over the current value of its assets, determined in accordance with the applicable assumptions used for funding under Section 412 of the Code for the applicable plan year.

 “Unreimbursed Amount” has the meaning given to such term in Section 3.1(g). 

“Unutilized Commitment” means, at any time for each Lender, such Lender’s Commitment less the sum of
(i) the outstanding principal amount of Loans made by such Lender and (ii) such Lender’s Letter of Credit Exposure. 
 “U.S. Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code. 

“Wells Fargo” means Wells Fargo Bank, National Association, and its successors and assigns. 

“Wholly Owned” means, with respect to any Subsidiary of any Person, that 100% of the outstanding Capital Stock of such
Subsidiary is owned, directly or indirectly, by such Person, except for directors’ qualifying shares. 

“Withholding Agent” means any Credit Party and the Administrative Agent. 

Section 1.2 Accounting Terms; GAAP and SAP. Except as otherwise expressly provided herein, all terms of an accounting or
financial nature shall be construed in accordance with GAAP or SAP, as the context requires, each as in effect from time to time; provided that, if Swiss Holdings notifies the Administrative Agent that the Credit Parties request an amendment
to any provision hereof to eliminate the effect of any change occurring after the Restatement Date in GAAP or SAP, as the case may be, or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the
Credit Parties that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or SAP, as the case may be, or in the application thereof,
then such provision shall be interpreted on the basis of GAAP or SAP, as the case may be, as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in
accordance herewith. Notwithstanding the foregoing, all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under Financial Accounting
Standards No. 159 (ASC 825) (or any similar accounting principle) permitting a Person to value Indebtedness at the fair value thereof. 
 Section 1.3 Other Terms; Construction. 
 (a) The definitions of terms
herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word
“shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other 

  
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document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on
such amendments, supplements, restatements or modifications set forth herein or in any other Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns permitted hereunder,
(iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to
any particular provision thereof, (iv) all references in a Credit Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Credit Document in which such
references appear, (v) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and
“property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. 

(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means
“from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.” 

(c) All references herein to the Lenders or any of them shall be deemed to include the Fronting Banks unless specifically provided
otherwise or unless the context otherwise requires and all references in ARTICLE III shall also include the Fronting Banks if the context includes Participated Letters of Credit or a Non-NAIC Lender unless specifically provided otherwise or
unless the context otherwise requires. 
 Section 1.4 Exchange Rates; Currency Equivalents. 

(a) The Administrative Agent shall determine the Spot Rates as of each Revaluation Date to be used for calculating the Dollar Amounts of
Letters of Credit denominated in a Foreign Currency and other amounts outstanding under this Agreement denominated in a Foreign Currency. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in
converting any amounts between the applicable Currencies until the next Revaluation Date to occur. Except as otherwise provided herein or in any other Credit Document, the applicable amount of any Currency for purposes of this Agreement and the
other Credit Documents shall be such Dollar Amount as so determined by the Administrative Agent. 
 (b) Wherever in this
Agreement, in connection with any Letter of Credit denominated in a Foreign Currency, an amount, such as a required minimum Stated Amount, is expressed in Dollars, such amount shall be the relevant Foreign Currency Equivalent of such Dollar Amount
(rounded as nearly as practicable to the nearest number of whole units of such Foreign Currency), as determined by the Administrative Agent. 
 (c) Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect a change in
Currency of any other country and any relevant market conventions or practices relating to the change in Currency. 

  
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 (d) Determinations by the Administrative Agent pursuant to this Section shall be conclusive
absent manifest error. 
 Section 1.5 Redenomination of Certain Foreign Currencies and Computation of Dollar
Amounts. 
 (a) The obligation of each Credit Party under this Agreement or any other Credit Document to which it is a party
to make a payment denominated in Pounds Sterling shall be redenominated into Euros as of the first Revaluation Date after Great Britain adopts the Euro as its Currency after the date hereof. If the basis of accrual of interest expressed in this
Agreement in respect of Pounds Sterling shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or
practice with effect from the date on which Great Britain adopts the Euro as its Currency, subject to Swiss Holding’s consent (which consent shall not be unduly withheld, conditioned or delayed). 

(b) In the event that any member state of the European Union withdraws its adoption of the Euro and adopts another Currency, the adopted
Currency shall not be a Foreign Currency unless it is an existing Foreign Currency. 
 (c) This Agreement will, to the extent
the Administrative Agent determines to be necessary, be amended to comply with any other generally accepted conventions and market practices and otherwise to reflect a change in currency of any other country and any relevant market conventions or
practices relating to the change in currency, subject to Swiss Holding’s consent (which consent shall not be unduly withheld, conditioned or delayed). 
 (d) References herein to minimum Dollar Amounts and integral multiples stated in Dollars, where they shall also be applicable to Foreign Currency, shall be deemed to refer to Foreign Currency Equivalents
(rounded as nearly as practicable to the nearest number of whole units of such Foreign Currency). Wherever in this Agreement an amount, such as a minimum or maximum limitation on Indebtedness permitted to be incurred or Investments permitted to be
made hereunder, is expressed in Dollars, it shall be deemed to refer to the Dollar Amount thereof. 
 Section 1.6 Times
of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable). 
 ARTICLE II 
 AMOUNT AND TERMS OF THE CREDIT 

Section 2.1 Commitments. Upon and subject to the terms and conditions hereof, (i) each Lender (other than a Non-NAIC
Lender) hereby agrees from time to time on any Business Day during the Availability Period to Issue Letters of Credit as Syndicated Letters of Credit for the account of any Borrower, subject to the terms and conditions of ARTICLE III,
(ii) each Fronting Bank hereby agrees from time to time on any Business Day during the Availability Period to Issue Letters of Credit as Participated Letters of Credit for the account of any Borrower and each Lender hereby agrees to purchase
participations in the obligations of the 

  
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such Fronting Bank under Letters of Credit issued by it as Participated Letters of Credit, subject to the terms and conditions of ARTICLE III, (iii) Wells Fargo, in its capacity as a
Fronting Bank, hereby agrees from time to time on any Business Day during the Availability Period to Issue the Ratable Share of ING of any Letter of Credit issued as a Syndicated Letter of Credit (and ING hereby agrees to purchase participations in
the obligations of Wells Fargo in such capacity in the amount of its Ratable Share of such Letter of Credit), and (iv) each Lender hereby agrees to make loans (each, a “Loan,” and collectively, the “Loans”) to
any Borrower from time to time on any Business Day during the Availability Period; provided that no Lender shall be obligated to make or participate in any Credit Extension if, immediately after giving effect thereto, (v) the Credit
Exposure of such Lender would exceed its Commitment at such time, (w) the aggregate Credit Exposure would exceed the Aggregate Commitments at such time, (x) with respect to any Credit Extension, the applicable conditions in
Section 3.4 or Section 4.2 are not met (y) with respect to any Borrowing of Loans, the aggregate outstanding principal amount of Loans would exceed the Revolver Sublimit, or (z) the Dollar Amount of the aggregate
Stated Amount of all Letters of Credit denominated in a Foreign Currency would exceed the Foreign Currency Sublimit. Within the foregoing limits, and subject to and on the terms and conditions hereof, the Borrowers may borrow, repay and reborrow on
a revolving basis Loans, and may obtain Letters of Credit on a revolving basis to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. 
 Section 2.2 Borrowings. 
 (a) The Loans shall be denominated in
Dollars and, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan), provided that all Loans comprising the same
Borrowing shall, unless otherwise specifically provided herein, be of the same Type. 
 (b) In order to make a Borrowing (other
than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.10), the applicable Borrower will give the Administrative Agent written notice not later than 11:00 a.m., three
(3) Business Days prior to each Borrowing of LIBOR Loans and not later than 10:00 a.m., on the same Business Day prior to each Borrowing of Base Rate Loans. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable,
shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest
Period to be applicable thereto, and (3) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Lender of the proposed Borrowing.
Notwithstanding anything to the contrary contained herein: 
 (i) each Borrowing of Base Rate Loans shall be in a
principal amount not less than $1,000,000 or, if greater, an integral multiple of $100,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $3,000,000 or, if greater, an integral multiple of $500,000
in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Commitments); 
 (ii) if the applicable Borrower shall have failed to designate the Type of Loans in a Notice of Borrowing, then the Loans shall be made as Base Rate Loans; and 

  
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 (iii) if the applicable Borrower shall have failed to specify an Interest
Period to be applicable to any Borrowing of LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period of one month. 
 (c) Not later than 1:00 p.m. on the requested Borrowing Date, each Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds,
equal to its Ratable Share of such requested Borrowing as its Loan or Loans. As promptly as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension,
Section 4.1), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent in accordance with Section 2.3(a). 

Section 2.3 Disbursements; Funding Reliance; Domicile of Loans. 

(a) Each Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing it makes in accordance with the
terms of any written instructions from any Authorized Officer of such Borrower; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation
Letter. Any Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. 

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender
will not make available to the Administrative Agent such Lender’s Ratable Share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 and
may (but shall not be so required to), in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the
Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount
is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by such Borrower, the Base Rate. If such Borrower and such Lender shall pay such interest to the Administrative Agent for the
same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower for such period. If such Lender pays its Ratable Share of the applicable Borrowing to the Administrative
Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by any Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such
payment to the Administrative Agent. 
 (c) Each Lender may, at its option, make and maintain any Loan at, to or for the account
of any of its Lending Offices, provided that any exercise of such option shall not affect any obligations of the applicable Borrower to repay such Loan to or for the account of such Lender or otherwise to make payment in accordance with the
terms of this Agreement. 

  
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 (d) The obligations of the Lenders hereunder to make Loans, to make L/C Disbursements in
respect of Syndicated Letters of Credit, to fund participations in Participated Letters of Credit and to make payments pursuant to Section 11.1 are several and not joint. The failure of any Lender to make any such Loan, to make any such
L/C Disbursement, to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure
of any other Lender to so make its Loan, to make its L/C Disbursement, purchase its participation or to make any such payment required hereunder. 
 Section 2.4 Evidence of Debt; Notes. 
 (a) Each Lender shall maintain
in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower to the applicable Lending Office of such Lender resulting from the Credit Extensions made by such Lending Office of such Lender from time to
time, including the amounts of principal and interest payable and paid to such Lending Office of such Lender from time to time under this Agreement. 
 (b) The Administrative Agent shall maintain the Register pursuant to Section 11.6(c), and a subaccount for each Lender, in which Register and subaccounts (taken together) shall be recorded
(i) the amount of each such Loan, the Type of each such Loan and the Interest Period applicable thereto, (ii) the date and amount of each applicable L/C Disbursement made under a Letter of Credit, (iii) the amount of any principal or
interest due and payable or to become due and payable from the applicable Borrower to each Lender hereunder in respect of each such Loan, (iv) the amount of any Reimbursement Obligation or interest due and payable or to become due and payable
from any Borrower to each Lender and (v) the amount of any sum received by the Administrative Agent hereunder from the applicable Borrower and each Lender’s Ratable Share thereof. 

(c) The entries made in the Register and subaccounts maintained pursuant to Section 2.4(b) (and, if consistent with the
entries of the Administrative Agent, the accounts maintained pursuant to Section 2.4(a)) shall, to the extent permitted by applicable law, be conclusive evidence of the existence and amounts of the obligations of the applicable Borrower
therein recorded absent manifest error; provided, however, that the failure of any Lender or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any
manner affect the obligation of each Borrower to repay (with applicable interest) the Obligations of such Borrower under this Agreement. 
 (d) The Loans made by each Lender shall, if requested by the applicable Lender (which request shall be made to the Administrative Agent), be evidenced by a Note appropriately completed in substantially
the form of Exhibit A, executed by each Borrower and payable to the order of such Lender. Each Note shall be entitled to all of the benefits of this Agreement and the other Credit Documents and shall be subject to the provisions hereof and
thereof. 

  
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 Section 2.5 Termination and Reduction of Commitments. 

(a) The Aggregate Commitments shall be automatically and permanently terminated on the Commitment Termination Date. 

(b) At any time and from time to time after the date hereof, upon not less than three (3) Business Days’ prior written notice
to the Administrative Agent, Holdings may terminate in whole or reduce in part the aggregate Unutilized Commitments; provided that any such partial reduction shall be in an aggregate amount of not less than $5,000,000 or, if greater, an
integral multiple of $1,000,000 in excess thereof, and applied ratably among the Lenders according to their respective Commitments. The amount of any termination or reduction made under this Section 2.5(b) may not thereafter be
reinstated. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Commitments pursuant to this Section 2.5(b) that has the effect of reducing the aggregate Commitments to an amount less than the Revolver
Sublimit at such time shall result in an automatic corresponding reduction of the Revolver Sublimit to the amount of the aggregate Commitments (as so reduced), without any further action on the part of the Borrowers or any Lender. 

(c) All Commitment Fees accrued in respect of the Unutilized Commitments until the effective date of any termination thereof shall be
paid on the effective date of such termination. 
 Section 2.6 Mandatory Payments and Prepayments. 

(a) Except to the extent due or paid sooner pursuant to the provisions hereof, each Borrower shall repay to the Lenders on the Maturity
Date the aggregate outstanding principal amount of all Loans made to such Borrower. 
 (b) Subject to the provisions of
Section 3.8(b), in the event that, at any time, the aggregate Credit Exposure shall exceed the aggregate Commitments at such time (after giving effect to any concurrent termination or reduction thereof), each Borrower will immediately prepay
the outstanding principal amount of Loans made to it in its pro rata portion (according to the then outstanding principal amount of Loans made to each Borrower) of the amount of such excess; provided that, to the extent such excess amount is
greater than the aggregate principal amount of Loans outstanding immediately prior to the application of such prepayment, the amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account of such Borrower
pursuant to arrangements satisfactory to the Administrative Agent as cover for the aggregate Letter of Credit Exposure of such Borrower, as more particularly described in Section 3.8, and thereupon such cash shall be deemed to reduce the
aggregate Letter of Credit Exposure by an equivalent amount. 
 Section 2.7 Voluntary Prepayments. 

(a) At any time and from time to time, each Borrower may prepay its Loans, in whole or in part, together with accrued interest to the
date of prepayment, without premium or penalty (except as provided in clause (iii) below), upon written notice given to the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to each intended prepayment of LIBOR
Loans and one (1) Business Day prior to each intended prepayment of Base Rate Loans; provided that (i) each partial prepayment shall be in a principal amount of $1,000,000 or an


  
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integral multiple of $100,000 in excess thereof, (ii) no partial prepayment of LIBOR Loans made pursuant to any single Borrowing shall reduce the aggregate outstanding principal amount of
the remaining LIBOR Loans under such Borrowing to less than $3,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof, and (iii) unless made together with all amounts required under Section 2.17 to
be paid as a consequence of such prepayment, a prepayment of a LIBOR Loan may be made only on the last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and the aggregate principal
amount and Type of the Loans to be prepaid (and, in the case of LIBOR Loans, the Interest Period of the Borrowing pursuant to which made), and shall be irrevocable and shall bind such Borrower to make such prepayment on the terms specified therein.
Loans prepaid pursuant to this Section 2.7(a) may be reborrowed, subject to the terms and conditions of this Agreement. In the event the Administrative Agent receives a notice of prepayment under this Section, the Administrative Agent
will give prompt notice thereof to the Lenders; provided that if such notice has also been furnished to the Lenders, the Administrative Agent shall have no obligation to notify the Lenders with respect thereto. 

(b) Subject to the provisions of Section 2.20(a)(ii), each prepayment of the Loans made pursuant to this
Section 2.7 shall be applied among the Lenders in accordance with their respective Ratable Shares. 

Section 2.8 Interest. 
 (a) Subject to the provisions of Section 2.8(b), each Loan shall bear interest on the outstanding principal amount thereof, from the date of Borrowing thereof until such principal amount shall
be paid in full, (i) at the Base Rate, during such periods as such Loan is a Base Rate Loan, and (ii) at the Adjusted LIBOR Rate, as in effect from time to time during such periods as such Loan is a LIBOR Loan. 

(b) Upon the occurrence and during the continuance of any Event of Default under Section 9.1(a), and (at the election of the
Required Lenders) upon the occurrence and during the continuance of any other Event of Default, all outstanding principal amounts of the Loans, all Reimbursement Obligations (to the extent not already bearing an additional 2% per annum pursuant
to Section 3.6) and, to the greatest extent permitted by law, all interest accrued on the Loans and all other accrued and outstanding fees and other amounts hereunder, shall bear interest at a rate per annum equal to the interest rate
applicable from time to time thereafter to such Loans (whether the Base Rate or the Adjusted LIBOR Rate) plus 2% (or, in the case of interest, fees and other amounts for which no rate is provided hereunder, at the Base Rate plus 2%), and, in each
case, such default interest shall be payable on demand. To the greatest extent permitted by law, interest shall continue to accrue after the filing by or against any Credit Party of any petition seeking any relief in bankruptcy or under any Debtor
Relief Law. 
 (c) Accrued (and theretofore unpaid) interest shall be payable as follows (other than with respect to any L/C
Disbursement under Section 3.6): 
 (i) in respect of each Base Rate Loan (including any Base Rate
Loan or portion thereof paid or prepaid pursuant to the provisions of Section 2.6 or Section 2.7, except as provided hereinbelow), in arrears on the last Business Day of each calendar


  
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quarter; provided, that in the event the Loans are repaid or prepaid in full and the Commitments have been terminated, then accrued interest in respect of all Base Rate Loans shall be
payable together with such repayment or prepayment on the date thereof; 
 (ii) in respect of each LIBOR Loan
(including any LIBOR Loan or portion thereof paid or prepaid pursuant to the provisions of Section 2.6 or Section 2.7, except as provided hereinbelow), in arrears (y) on the last Business Day of the Interest Period
applicable thereto (subject to the provisions of clause (iv) in the definition of “Interest Period”) and (z) in addition, in the case of an Interest Period of six months or longer, on each date that falls every three months after
the beginning of such Interest Period; provided, that in the event all LIBOR Loans made pursuant to a single Borrowing are repaid or prepaid in full, then accrued interest in respect of such LIBOR Loans shall be payable together with such
repayment or prepayment on the date thereof; and 
 (iii) in respect of any Loan, at maturity (whether pursuant
to acceleration or otherwise) and, after maturity, on demand. 
 (d) Nothing contained in this Agreement or in any other Credit
Document shall be deemed to establish or require the payment of interest to any Lender at a rate in excess of the maximum rate permitted by applicable law. If the amount of interest payable for the account of any Lender on any interest payment date
would exceed the maximum amount permitted by applicable law to be charged by such Lender, the amount of interest payable for its account on such interest payment date shall be automatically reduced to such maximum permissible amount and the excess
interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the applicable Borrower. 
 (e) The Administrative Agent shall promptly notify the applicable Borrower and the Lenders upon determining the interest rate for each Borrowing of LIBOR Loans after its receipt of the relevant Notice of
Borrowing or Notice of Conversion/Continuation, and upon each change in the Base Rate; provided, however, that the failure of the Administrative Agent to provide the applicable Borrower or the Lenders with any such notice shall neither
affect any obligations of such Borrower or the Lenders hereunder nor result in any liability on the part of the Administrative Agent to any Borrower or any Lender. Each such determination (including each determination of the Reserve Requirement)
shall, absent manifest error, be conclusive and binding on all parties hereto. 
 (f) Minimum Interest: Without derogation or
duplication of the provisions set forth in Section 2.16(a), all interest payable under this Agreement is expressed as a minimum payment net of any deduction or withholding on account of Swiss withholding tax, if such withholding tax
applies. 
 Section 2.9 Fees. The Borrowers agree to pay: 

(a) To the Joint Arrangers and Wells Fargo, in its capacity as a Fronting Bank, the L/C Agent and the Administrative Agent, for their own
respective accounts, fees in the amounts and at the times specified in the Fee Letters. 

  
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 (b) To each Fronting Bank other than Wells Fargo, in its capacity as a Fronting Bank, a
fronting fee in respect of each Letter of Credit Issued by it under this Agreement at the rate per annum as separately agreed to between the Borrowers and such Fronting Bank. 
 (c) To the Administrative Agent, subject to Section 2.20(a)(iii), for the account of each Lender, a commitment fee (the “Commitment Fee”) for each calendar quarter (or portion
thereof) at a per annum rate of 0.125% on such Lender’s Ratable Share of the average daily aggregate Unutilized Commitments, payable in arrears (i) on the last Business Day of each calendar quarter, commencing with the first such date to
occur after the Restatement Date through the Commitment Termination Date, and (ii) on the Commitment Termination Date. 

(d) To the Administrative Agent, subject to Section 2.20(a)(iii), for the account of each Lender, a letter of credit fee (the
“Letter of Credit Fee”) for each calendar quarter (or portion thereof) in respect of all Letters of Credit outstanding during such quarter, at a per annum rate equal to 0.45% on such Lender’s Ratable Share of the average daily
aggregate Stated Amount of such Letters of Credit. The Letter of Credit Fee shall be due and payable quarterly in arrears (i) on the last Business Day of each calendar quarter, commencing with the first such date to occur after the Restatement
Date through the Final Expiry Date and (ii) on the Final Expiry Date. 
 (e) To the L/C Agent and each Fronting Bank, each
for its own account, with respect to the Issuance of each Letter of Credit hereunder, such reasonable fees and expenses as the L/C Agent or such Fronting Bank, as the case may be, customarily requires in connection with the issuance, amendment,
transfer, negotiation, processing and/or administration of letters of credit. 
 Section 2.10 Conversions and
Continuations. 
 (a) Each Borrower may elect (i) to convert all or a portion of the outstanding principal amount of
any of its Base Rate Loans into LIBOR Loans, or to convert any of its LIBOR Loans the Interest Periods for which end on the same day into Base Rate Loans, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the
outstanding principal amount of any of its LIBOR Loans the Interest Periods for which end on the same day for an additional Interest Period, provided that (x) any such conversion of LIBOR Loans into Base Rate Loans shall be in a
principal amount not less than $1,000,000 or, if greater, an integral multiple of $100,000 in excess thereof; any such conversion of Base Rate Loans of the same Borrowing into, or continuation of LIBOR Loans shall be in a principal amount not less
than $3,000,000 or, if greater, an integral multiple of $500,000 in excess thereof; and no partial conversion of LIBOR Loans of the same Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $3,000,000 or to any
greater amount not an integral multiple of $500,000 in excess thereof, (y) except as otherwise provided in Section 2.15(f), LIBOR Loans may be converted into Base Rate Loans only on the last day of the Interest Period applicable
thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than the last day of the Interest Period applicable thereto, the respective Borrower will pay, upon such conversion, all amounts required under
Section 2.17 to be paid as a consequence thereof) and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. 

  
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 (b) Each Borrower must give the Administrative Agent written notice not later than 11:00
a.m. three (3) Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans
into Base Rate Loans. Each such notice (each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-2 and shall specify (x) the date of such conversion or continuation
(which shall be a Business Day), (y) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, and (z) the aggregate amount and Type of the Loans being converted or continued. Upon
the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Lender of the proposed conversion or continuation. In the event that any Borrower shall fail to deliver a Notice of Conversion/Continuation as
provided herein with respect to any of its outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In
the event that any Borrower shall have failed to specify an Interest Period to be applicable to any conversion into, or continuation of, its LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period of one month.

 Section 2.11 Method of Payments; Computations; Apportionment of Payments. 

(a) All payments by the Credit Parties hereunder (whether of principal, interest, fees or reimbursement of L/C Disbursements, or under
Sections 2.15, 2.16 or 2.17, or otherwise) shall be made without setoff, counterclaim or other defense, in Dollars and in immediately available funds to the Administrative Agent, for the account of the Lenders
entitled to such payment (except as otherwise expressly provided herein as to payments required to be made directly to any Fronting Bank, the L/C Agent, the Administrative Agent or the Lenders) at the Payment Office, prior to 2:00 p.m. on the date
payment is due. Any payment made as required hereinabove, but after 2:00 p.m., shall be deemed to have been made on the next succeeding Business Day. If any payment falls due on a day that is not a Business Day, then such due date shall be extended
to the next succeeding Business Day (except that in the case of LIBOR Loans to which the provisions of clause (iv) in the definition of “Interest Period” are applicable, such due date shall be the next preceding Business Day), and
such extension of time shall then be included in the computation of payment of interest, fees or other applicable amounts. 

(b) Subject to Section 2.20(a)(ii), the Administrative Agent will distribute to the Lenders like amounts relating to payments
made to the Administrative Agent for the account of the Lenders as follows: (i) if the payment is received by 12:00 noon, in immediately available funds, the Administrative Agent will make available to each relevant Lender on the same date, by
wire transfer of immediately available funds, such Lender’s ratable share of such payment (based on the percentage that the amount of the relevant payment owing to such Lender bears to the total amount of such payment owing to all of the
relevant Lenders), and (ii) if such payment is received after 12:00 noon, or in other than immediately available funds, the Administrative Agent will make available to each such Lender its ratable share (based on the percentage that the amount
of the relevant payment owing to such Lender bears to the total amount of such payment owing to all of the relevant Lenders) of such payment by wire transfer of immediately available funds on the next succeeding Business Day (or in the case of
uncollected funds, as soon as practicable after collected). If the Administrative Agent shall not have made a required 

  
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distribution to the relevant Lenders as required hereinabove after receiving a payment for the account of such Lenders, the Administrative Agent will pay to each such Lender, on demand, its
ratable share (calculated as set forth above) of such payment with interest thereon at the Federal Funds Rate for each day from the date such amount was required to be disbursed by the Administrative Agent until the date repaid to such Lender. The
Administrative Agent will distribute to the applicable Fronting Bank like amounts relating to payments made to the Administrative Agent for the account of such Fronting Bank in the same manner, and subject to the same terms and conditions, as set
forth hereinabove with respect to distributions of amounts to the Lenders. 
 (c) Unless the Administrative Agent shall have
received notice from the applicable Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the relevant Lenders or the relevant Fronting Bank hereunder that such Borrower will not make such payment, the
Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the relevant Lenders or the relevant Fronting Bank, as the case may be, the amount
due. In such event, if such Borrower has not in fact made such payment, then each of the relevant Lenders or the relevant Fronting Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender or such Fronting Bank, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds
Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. 

(d) All computations of interest and fees hereunder (including computations of the Reserve Requirement) shall be made on the basis of a
year consisting of (i) in the case of interest on Base Rate Loans (when such calculation is based on the prime rate), 365/366 days, as the case may be, or (ii) in all other instances, 360 days; and in each case under (i) and
(ii) above, with regard to the actual number of days (including the first day, but excluding the last day) elapsed. 

Section 2.12 Recovery of Payments. 
 (a) Each Credit Party agrees that to the extent it makes a payment or payments to or for the account of the Administrative Agent, any Lender or any Fronting Bank, which payment or payments or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Debtor Relief Law (whether as a result of any demand, settlement, litigation or
otherwise), then, to the extent of such payment or repayment, the Obligation intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been received. 

(b) If any amounts distributed by the Administrative Agent to any Lender or any Fronting Bank are subsequently returned or repaid by the
Administrative Agent to the applicable Credit Party, its representative or successor in interest, or any other Person, whether by court order, by settlement approved by such Lender or such Fronting Bank, or pursuant to applicable Requirements of
Law, such Lender or such Fronting Bank will, promptly upon receipt of notice thereof from the Administrative Agent, pay the Administrative Agent such amount. If any such amounts are recovered by the Administrative Agent from such Borrower, its
representative or 

  
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successor in interest or such other Person, the Administrative Agent will redistribute such amounts to the Lenders or the Fronting Banks on the same basis as such amounts were originally
distributed. 
 Section 2.13 Use of Proceeds. The proceeds of the Loans shall be used by the Borrowers for general
corporate purposes not in contravention of any Requirement of Law or of the Credit Documents, including for the Reimbursement Obligations of the Borrowers hereunder. The proceeds of the Loans shall not be used directly or indirectly in Switzerland.

 Section 2.14 Pro Rata Treatment. 
 (a) All fundings, continuations and conversions of Loans shall be made by the Lenders pro rata on the basis of their respective Ratable Share or on the basis of their respective outstanding Loans (in the
case of continuations and conversions of Loans pursuant to Section 2.10), as the case may be from time to time. 

(b) All payments from or on behalf of each Borrower on account of any Obligations of such Borrower shall be apportioned ratably among the
Lenders based upon their respective share, if any, of the Obligations with respect to which such payment was made. 
 (c) If any
Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other Obligations hereunder resulting in such Lender’s receiving payment of a
proportion of the aggregate amount of its Loans and accrued interest thereon or other such Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the
Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such
payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and such other Obligations owing them, provided that (i) if any such participations
are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this
Section shall not be construed to apply to (x) any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale
of a participation in any of its Loans or participations in Reimbursement Obligations to any assignee or participant, other than to any Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.14(c) shall apply).
Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of setoff and
counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation. If under any applicable bankruptcy, insolvency or similar law, any Lender receives a secured
claim in lieu of a setoff to which this Section 2.14(c) applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this
Section 2.14(c) to share in the benefits of any recovery on such secured claim. 

  
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 Section 2.15 Increased Costs; Change in Circumstances; Illegality. 

(a) If any Change in Law shall: 
 (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan (including any Base Rate Loan if any Person seeking compensation in respect of its Base Rate Loans determines in good
faith that the Base Rate does not compensate such person in full for any increased cost or expense covered by this subsection (i)), insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or
participated in by, any Lender or any Fronting Bank (except the Reserve Requirement reflected in the LIBOR Rate); 
 (ii) subject any Recipient to any Taxes of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Loan made by it, or change the
basis of taxation of payments to such Recipient in respect thereof (except for Indemnified Taxes covered by Section 2.16 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or such Fronting Bank);
or 
 (iii) impose on any Lender or any Issuing Bank or the London interbank market any other condition, cost or
expense affecting this Agreement or Loans (including any Base Rate Loan if any Person seeking compensation in respect of its Base Rate Loans determines in good faith that the Base Rate does not compensate such person in full for any increased cost
or expense covered by this subsection (iii)) made by such Lender or any Letter of Credit or participation therein (except for Indemnified Taxes covered by Section 2.16 and the imposition of, or any change in the rate of, any Excluded Tax
payable by such Lender or such Fronting Bank); 
 and the result of any of the foregoing shall be to increase the cost to such Lender or such
other Recipient or Fronting Bank of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such Issuing Bank or such other Recipient or such Fronting
Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Issuing Bank or
other Recipient or Fronting Bank hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Issuing Bank or other Recipient or Fronting Bank, the applicable Borrower will pay to such Lender, Issuing Bank or
other Recipient or Fronting Bank, as the case may be, such additional amount or amounts as will compensate such Lender, Issuing Bank or other Recipient or Fronting Bank, as the case may be, for such additional costs incurred or reduction suffered,
provided that nothing in this Section 2.15(a) shall be construed to entitle any Lender or any Recipient or any Fronting Bank to compensation from any Borrower under this Section 2.15(a) if such Lender or such Recipient
or such Fronting Bank has been compensated in full from such Borrower pursuant to another provision in this Agreement. 
 (b) If
any Lender or any Issuing Bank reasonably determines that any Change in Law affecting such Lender or such Issuing Bank or any Lending Office of such Lender or such 

  
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Lender’s or such Issuing Bank’s holding company, if any, regarding liquidity or capital requirements has or would have the effect of reducing the rate of return on such Lender’s or
such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of
Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change
in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy), then from time to time the applicable
Borrower will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction
suffered. 
 (c) A certificate of a Lender or Issuing Bank setting forth the amount or amounts necessary to compensate such
Lender or such Issuing Bank or its holding company, as the case may be, as specified in Section 2.15(a) or Section 2.15(b), and the calculation of such amount or amounts in reasonable detail (along with supporting
documentation), and delivered to the applicable Borrower shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10
Business Days after receipt thereof. 
 (d) Failure or delay on the part of any Lender or any Issuing Bank to demand
compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation, provided that no Borrower shall be required to compensate a
Lender or any Issuing Bank pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than 120 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies any such
Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or
reductions is retroactive, then the 120 days period referred to above shall be extended to include the period of retroactive effect thereof). 
 (e) If, on or prior to the first day of any Interest Period, (y) the Administrative Agent shall have determined that adequate and reasonable means do not exist for ascertaining the applicable LIBOR
Rate for such Interest Period or (z) the Administrative Agent shall have received written notice from the Required Lenders of their determination that the rate of interest referred to in the definition of “LIBOR Rate” upon the basis
of which the Adjusted LIBOR Rate for LIBOR Loans for such Interest Period is to be determined will not adequately and fairly reflect the cost to such Lenders of making or maintaining LIBOR Loans during such Interest Period, the Administrative Agent
will forthwith so notify Holdings and the Lenders in writing. Upon such notice, (i) all then outstanding LIBOR Loans shall automatically, on the expiration date of the respective Interest Periods applicable thereto (unless then repaid in full),
be converted into Base Rate Loans, (ii) the obligation of the Lenders to make, to convert Base Rate Loans into, or to continue, LIBOR Loans shall be suspended (including pursuant to the Borrowing to which such Interest Period applies), and
(iii) any Notice of Borrowing or Notice of 

  
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Conversion/Continuation given at any time thereafter with respect to LIBOR Loans shall be deemed to be a request for Base Rate Loans, in each case until the Administrative Agent or the Required
Lenders, as the case may be, shall have determined that the circumstances giving rise to such suspension no longer exist (and the Required Lenders, if making such determination, shall have so notified the Administrative Agent), and the
Administrative Agent shall have so notified Holdings and the Lenders in writing. The Administrative Agent and each applicable Lender shall promptly notify Holdings and the Administrative Agent (as applicable) when such circumstances cease to exist.

 (f) Notwithstanding any other provision in this Agreement, if, at any time after the date hereof and from time to time, any
Lender shall have determined in good faith that any Change in Law, has or would have the effect of making it unlawful for such Lender to make or to continue to make or maintain LIBOR Loans, such Lender will forthwith so notify the Administrative
Agent and Holdings in writing. Upon such notice, (i) each of such Lender’s then outstanding LIBOR Loans shall automatically, on the expiration date of the respective Interest Period applicable thereto (or, to the extent any such LIBOR Loan
may not lawfully be maintained as a LIBOR Loan until such expiration date, upon such notice) and to the extent not sooner prepaid, be converted into a Base Rate Loan, (ii) the obligation of such Lender to make, to convert Base Rate Loans into,
or to continue, LIBOR Loans shall be suspended (including pursuant to any Borrowing for which the Administrative Agent has received a Notice of Borrowing but for which the Borrowing Date has not arrived), and (iii) any Notice of Borrowing or
Notice of Conversion/Continuation given at any time thereafter with respect to LIBOR Loans shall, as to such Lender, be deemed to be a request for a Base Rate Loan, in each case until such Lender shall have determined that the circumstances giving
rise to such suspension no longer exist and shall have so notified the Administrative Agent, and the Administrative Agent shall have so notified Holdings in writing. Each such Lender shall promptly notify Holdings and the Administrative Agent when
such circumstances no longer exist. 
 Section 2.16 Taxes. 

(a) Any and all payments by or on account of any obligation of any Credit Party under any Credit Document shall be made without deduction
or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a
Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and,
if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional
sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. 
 (b) Without limiting the provisions of Section 2.16(a), the Credit Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the
Administrative Agent timely reimburse it for the payment of, any Other Taxes. 

  
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 (c) Subject to Section 2.16(f), each Credit Party shall, jointly and severally,
indemnify each Recipient, within 10 Business Days after written demand therefor, for the full amount of any Indemnified Taxes with respect to payments by any Credit Party under this Agreement or any other Credit Document (including Indemnified Taxes
imposed or asserted on or attributable to amounts payable under this Section) paid by such Recipient, and any reasonable and documented out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the applicable Credit Party by a Lender or any Issuing Bank (with a copy to the Administrative
Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or any Fronting Bank, shall be conclusive absent manifest error. 
 (d) Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any
Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the
provisions of Section 11.6(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any
Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or
liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any
Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 2.16(d). 

(e) As soon as practicable after any payment of Indemnified Taxes by any Credit Party to a Governmental Authority, such Credit Party
shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent. 
 (f) Any Lender or any Issuing Bank that is entitled to an exemption from or
reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to Holdings and the Administrative Agent, at the time or times reasonably requested by Holdings or the Administrative Agent, such properly completed
and executed documentation reasonably requested by Holdings or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender or any Issuing Bank, if requested by
Holdings or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by Holdings or the Administrative Agent as will enable Holdings or the Administrative Agent to determine whether or not
such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such
documentation set forth in clauses (i), (ii) and (iv) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would violate any Requirement of Law. 

  
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 Without limiting the generality of the foregoing, in the event that any Borrower is or
becomes a U.S. Person: 
 (i) any Lender that is a U.S. Person shall deliver to Holdings and the Administrative
Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Holdings or the Administrative Agent), executed originals of IRS Form W-9 certifying that such
Lender is exempt from U.S. federal backup withholding tax; 
 (ii) any Foreign Lender shall, to the extent it is
legally entitled to do so, deliver to Holdings and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time
to time thereafter upon the reasonable request of Holdings or the Administrative Agent), whichever of the following is applicable: 
 (A) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Credit Document, executed
originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Credit
Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; 

(B) executed originals of IRS Form W-8ECI; 

(C) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under
Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent
shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”)
and (y) executed originals of IRS Form W-8BEN; or 
 (D) to the extent a Foreign Lender is not the
beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certification documents
from each beneficial owner, as applicable, as Holdings or the Administrative Agent may reasonably request; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming
the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner; 

  
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 (iii) any Foreign Lender shall, to the extent it is legally entitled to do
so, deliver to Holdings and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon
the reasonable request of Holdings or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with
such supplementary documentation as may be prescribed by applicable law to permit Holdings or the Administrative Agent to determine the withholding or deduction required to be made; and 

(iv) if a payment made to a Recipient under any Credit Document would be subject to U.S. federal withholding Tax imposed
by FATCA if such Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Recipient shall deliver to Holdings and the
Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by Holdings or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by
Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Holdings or the Administrative Agent as may be necessary for Holdings or the Administrative Agent to comply with their obligations under FATCA and
to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (iv), “FATCA” shall include any
amendments made to FATCA after the date of this Agreement. 
 Each Lender agrees that if any form or certification it previously
delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Holdings and the Administrative Agent in writing of its legal inability to do so. 

(g) If the Administrative Agent, any Lender or any Issuing Bank determines, in its sole discretion exercised in good faith, that it has
received a refund of any Taxes or Other Taxes as to which it has been indemnified by any Credit Party or with respect to which any Credit Party has paid additional amounts, in either case pursuant to this Section 2.16, it shall pay to
such Credit Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such recovery), net of all out-of-pocket expenses of the Administrative Agent, such Lender or such Issuing Bank, as
the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that such Credit Party, upon the request of the Administrative Agent, such Lender or such
Issuing Bank, agrees to repay the amount paid over to such Credit Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or such Issuing Bank in the event such
indemnified party is required to repay such refund to such Governmental Authority. This Section 2.16(g) shall not be construed to require the Administrative Agent, the Lender or the Issuing Bank to make available its tax returns (or any
other information relating to its Taxes that it deems confidential) to any Credit Party or any other Person. 

  
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 (h) Each of the Administrative Agent, the Issuing Banks and each Lender agrees to cooperate
with any reasonable request made by any Credit Party in respect of a claim of a refund in respect of Indemnified Taxes as to which it has been indemnified by such Credit Party or with respect to which such Credit Party has paid additional amounts
pursuant to this Section 2.16, provided that (i) such Credit Party has agreed in writing to pay all of the Administrative Agent’s or such Issuing Bank’s or such Lender’s reasonable out-of-pocket costs and
expenses relating to such claim, (ii) the Administrative Agent or such Issuing Bank or such Lender determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened or prejudiced as a result of such claim and
(iii) such Credit Party furnishes, upon request of the Administrative Agent, or such Issuing Bank or such Lender, an opinion of tax counsel (such opinion and such counsel to be reasonably acceptable to such Lender, or such Issuing Bank or the
Administrative Agent) to the effect that such Indemnified Taxes were wrongly or illegally imposed. 
 Section 2.17
Compensation. Each Borrower will compensate each Lender upon demand for all losses, expenses and liabilities (including any loss, expense or liability incurred by reason of the liquidation or redeployment of deposits or other funds required
by such Lender to fund or maintain such Borrower’s LIBOR Loans) that such Lender may incur or sustain (i) if for any reason (other than a default by such Lender) a Borrowing or continuation of, or conversion into, a LIBOR Loan of such
Borrower does not occur on a date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation, (ii) if any repayment, prepayment or conversion of any LIBOR Loan of such Borrower occurs on a date other than the last day of
an Interest Period applicable thereto (including as a consequence of any assignment made pursuant to Section 2.18(a) or any acceleration of the maturity of the Loans pursuant to Section 9.2), (iii) if any prepayment of
any LIBOR Loan of such Borrower is not made on any date specified in a notice of prepayment given by such Borrower or (iv) as a consequence of any other failure by such Borrower to make any payments with respect to any LIBOR Loan of such
Borrower when due hereunder. Calculation of all amounts payable to a Lender under this Section 2.17 shall be made as though such Lender had actually funded its relevant LIBOR Loan through the purchase of a Eurodollar deposit bearing
interest at the LIBOR Rate in an amount equal to the amount of such LIBOR Loan, having a maturity comparable to the relevant Interest Period; provided, however, that each Lender may fund its LIBOR Loans in any manner it sees fit and
the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 2.17. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the
foregoing. A certificate (which shall be in reasonable detail) showing the bases for the determinations set forth in this Section 2.17 by any Lender as to any additional amounts payable pursuant to this Section 2.17 shall be
submitted by such Lender to the applicable Borrower either directly or through the Administrative Agent. Determinations set forth in any such certificate made in good faith for purposes of this Section 2.17 of any such losses, expenses
or liabilities shall be conclusive absent manifest error. 
 Section 2.18 Replacement Lenders. 

(a) Holdings may, at any time at its sole expense and effort, require any Lender (i) that has requested compensation from any
Borrower under Section 2.15(a) or Section 2.15(b)  

  
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or payments from any Borrower under Section 2.16, (ii) the obligation of which to make or maintain LIBOR Loans has been suspended under Section 2.15(f),
(iii) that is a Defaulting Lender, (iv) which had NAIC approval on the date it became a party to this Agreement and ceases to maintain such approval or otherwise shall lose such approval or (v) that is unable to Issue a Letter of
Credit under Section 3.4(i), in any case upon notice to such Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by,
Section 11.6), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender
accepts such assignment); provided that: 
 (i) the Administrative Agent shall have received the
assignment fee specified in Section 11.6(b)(iv); 
 (ii) such Lender shall have received payment of
an amount equal to the outstanding principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under
Section 2.17) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or any Borrower (in the case of all other amounts); 

(iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding
Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of
Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur); 

(iv) in the case of any such assignment resulting from a request for compensation under Section 2.15(a) or
Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and 

(v) such assignment does not conflict with applicable Requirements of Law. 

A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling Holdings to require such assignment cease to apply. 
 (b) If any Lender requests compensation under
Section 2.15(a) or Section 2.15(b), or any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, or if any Lender
gives a notice pursuant to Section 2.15(f), then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Disbursements hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts 

  
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payable pursuant to Section 2.15(a), Section 2.15(b) or Section 2.16, as the case may be, in the future, or eliminate the need for the notice pursuant to
Section 2.15(f), as applicable, and (ii) in each case would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Holdings, on behalf of the Borrowers, hereby agrees
to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 

Section 2.19 Increase in Commitments. 
 (a) Holdings shall have the right, at any time and from time to time after the Restatement Date by written notice to and in consultation with the Administrative Agent, to request an increase in the
Aggregate Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Commitments then in effect (each, an “Increasing Lender”), by adding as
a Lender with a new Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof; provided that (i) any such request for a Commitment Increase shall be in
a minimum amount of $25,000,000 or an integral multiple of $1,000,000 in excess thereof, (ii) immediately after giving effect to any Commitment Increase, the aggregate of all Commitment Increases effected after the Restatement Date shall not
exceed $150,000,000, and (iii) no existing Lender shall be obligated to increase its Commitment as a result of any request for a Commitment Increase by Holdings unless it agrees in its sole discretion to do so. 

(b) Each Additional Lender must qualify as an Eligible Assignee (the approval of which by the Administrative Agent shall not be
unreasonably withheld, conditioned or delayed) and Holdings and each Additional Lender shall execute a joinder agreement together with all such other documentation as the Administrative Agent and Holdings may reasonably require, all in form and
substance reasonably satisfactory to the Administrative Agent and Holdings, to evidence the Commitment of such Additional Lender and its status as a Lender hereunder. 
 (c) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and Holdings shall determine the effective date (the “Commitment Increase Date,”
which shall be a Business Day not less than thirty (30) days prior to the Commitment Termination Date) and the final amount and allocation of such increase. The Administrative Agent shall promptly notify Holdings and the Lenders of the final
amount and allocation of such increase and the Commitment Increase Date. The Administrative Agent is hereby authorized, on behalf of the Lenders, to enter into any amendments to this Agreement and the other Credit Documents as the Administrative
Agent shall reasonably deem appropriate to effect such Commitment Increase. 
 (d) Notwithstanding anything set forth in this
Section 2.19 to the contrary, no increase in the Aggregate Commitments pursuant to this Section 2.19 shall be effective unless: 
 (i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent: 

(A) as to each Increasing Lender, evidence of its agreement to provide a portion of the Commitment Increase, and as to
each Additional Lender, a duly executed joinder agreement together with all other documentation required by the Administrative Agent pursuant to Section 2.19(b); 

  
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 (B) an instrument, duly executed by each Credit Party, acknowledging and
reaffirming its obligations under this Agreement and the other Credit Documents; 
 (C) a certificate of the
secretary or an assistant secretary or other appropriate officer of each Credit Party, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such Credit Party approving or consenting to such
Commitment Increase; 
 (D) a certificate of a Financial Officer of Swiss Holdings, certifying that (y) as
of the Commitment Increase Date, all representations and warranties of the Credit Parties contained in this Agreement and the other Credit Documents qualified as to materiality are true and correct and those not so qualified are true and correct in
all material respects, both immediately before and after giving effect to the Commitment Increase and any Borrowings or Letters of Credit issued in connection therewith (except to the extent any such representation or warranty is expressly stated to
have been made as of a specific date, in which case such representation or warranty is true and correct (if qualified as to materiality) or true and correct in all material respects (if not so qualified), in each case as of such date), and
(z) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to such Commitment Increase (including any Borrowings or Letters of Credit issued in connection therewith and the application of
the proceeds thereof); and 
 (ii) Each outstanding Syndicated Letter of Credit shall have been amended giving
effect to the Commitment Increase or, if required, returned by each respective beneficiary to the Administrative Agent and cancelled and/or exchanged for a new or amended Syndicated Letter of Credit giving effect to the Commitment Increase; and

 (iii) In the case of any Credit Extension in connection with such Commitment Increase, the conditions
precedent set forth in Section 4.2 shall have been satisfied. 
 To the extent necessary to keep the outstanding Loans ratable in
the event of any non-ratable increase in the aggregate Commitments, on the Commitment Increase Date, (i) all then outstanding LIBOR Loans (the “Initial Loans”) shall automatically be converted into Base Rate Loans,
(ii) immediately after the effectiveness of the Commitment Increase, the applicable Borrowers shall, if they so request, convert such Base Rate Loans into LIBOR Loans (the “Subsequent Borrowings”) in an aggregate principal
amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Notice of Conversion/Continuation delivered to the Administrative Agent in accordance with Section 2.10,
(iii) each Lender shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Lender’s Ratable Share (calculated after


  
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giving effect to the Commitment Increase) of the Subsequent Borrowings and (z) such Lender’s Ratable Share (calculated without giving effect to the Commitment Increase) of the Initial
Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds equal to the difference, if positive, between (y) such
Lender’s Ratable Share (calculated without giving effect to the Commitment Increase) of the Initial Loans and (z) such Lender’s Ratable Share (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent
Borrowings, (v) the Lenders shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Commitment (calculated after giving effect to the Commitment Increase), (vi) each applicable Borrower shall pay all
accrued but unpaid interest on the Initial Loans to the Lenders entitled thereto, and (vii) Schedule 1.1(a) shall automatically be amended to reflect the Commitments of all Lenders after giving effect to the Commitment Increase. The
conversion of the Initial Loans pursuant to clause (i) above shall be subject to indemnification by the applicable Borrowers pursuant to the provisions of Section 2.17 if the Commitment Increase Date occurs other than on the last
day of the Interest Period relating thereto. 
 Section 2.20 Defaulting Lenders. 

(a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such
time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law: 
 (i) Such
Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders and in Section 11.5. 

(ii) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of
such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to ARTICLE IX or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.3 shall be applied at such time or
times as may be determined by the Administrative Agent as follows: 
 (A) first, to the payment of any
amounts owing by such Defaulting Lender to the Administrative Agent hereunder; 
 (B) second, to the
payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Banks hereunder; 
 (C)
third, if so determined by the Administrative Agent or requested by a Fronting Bank, to Cash Collateralize the Fronting Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.20(c);

 (D) fourth, as the applicable Borrower may request (so long as no Default or Event of Default has
occurred and is continuing), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its Ratable Share as required by this Agreement, as determined by the Administrative Agent; 

  
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 (E) fifth, if so determined by the Administrative Agent and Holdings,
to be held in a non-interest bearing deposit account and released in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Fronting
Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Participated Letters of Credit issued under this Agreement, in accordance with Section 2.20(c); 

(F) sixth, to the payment of any amounts owing to the Lenders or any Issuing Bank as a result of any judgment of a
court of competent jurisdiction obtained by any Lender or any Issuing Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; 

(G) seventh, so long as no Default or Event of Default has occurred and is continuing, to the payment of any
amounts owing to any Credit Party as a result of any judgment of a court of competent jurisdiction obtained by such Credit Party against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this
Agreement; and 
 (H) eighth, to such Defaulting Lender or as otherwise directed by a court of competent
jurisdiction; 
 provided that if (x) such payment is a payment of the principal amount of any Loans
or any L/C Disbursement in respect of which such Defaulting Lender has not fully funded its Ratable Share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in
Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and obligations in respect of Letters of Credit owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment
of any Loans of, or obligations in respect of Letters of Credit owed to, such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by such Defaulting
Lender or to post Cash Collateral pursuant to this Section 2.20(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents thereto. 

(iii) No Defaulting Lender shall be entitled to receive any Commitment Fee for any period during which that Lender is a
Defaulting Lender (and the Borrowers shall not be required to pay any such Commitment Fee that otherwise would have been required to have been paid to that Defaulting Lender). Each Defaulting Lender shall be entitled to receive Letter of Credit Fees
for any period during which that Lender is a Defaulting Lender (and the Borrowers shall be required to pay such Letter of Credit Fees to such Defaulting Lender) only to the extent allocable to its Applicable Percentage of the Stated Amount of
Letters of Credit for which such Defaulting Lender has provided Cash Collateral pursuant to this Section 2.20. With respect to any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to previous sentence, the
Borrowers shall (x) pay to each non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s 

  
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participation in Participated Letters of Credit that have been reallocated to such non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each Fronting Bank the amount of any
such fee otherwise payable to such Defaulting Lender to the extent allocable to such Fronting Bank’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee. 

(iv) All or any part of such Defaulting Lender’s Letter of Credit Exposure in respect of Participated Letters of
Credit shall automatically (effective on the day such Lender becomes a Defaulting Lender) be reallocated among the non-Defaulting Lenders in accordance with their respective Credit Exposures (calculated without regard to such Defaulting
Lender’s Commitment), but in each case only to the extent that (x) no Default or Event of Default shall have occurred and be continuing (and, unless Holdings shall have otherwise notified the Administrative Agent at the time, each Credit
Party shall be deemed to have represented and warranted that such condition is satisfied at such time), and (y) such reallocation does not cause the Credit Exposure of any non-Defaulting Lender to exceed such non-Defaulting Lender’s
Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender as
a result of such non-Defaulting Lender’s increased exposure following such reallocation. 
 (v) If the
reallocation described in Section 2.20(a)(iv) cannot, or can only partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to them hereunder or under law, within two Business Days following notice
by the Administrative Agent, deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to any partial reallocation pursuant to Section 2.20(a)(iv)) with respect to
Letters of Credit Issued on behalf of such Account Party in accordance with the procedures set forth in Section 2.20(c). 
 (b) If Holdings, the Administrative Agent and each Issuing Bank agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative
Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such Defaulting Lender will,
to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans, Syndicated Letters of Credit and participations in
Participated Letters of Credit to be held on a pro rata basis by the Lenders in accordance with their respective Credit Exposures (without giving effect to Section 2.20(a)(iii)), whereupon such Defaulting Lender will cease to be a
Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of any Credit Party while that Lender was a Defaulting Lender; provided further that except to the
extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.


  
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 (c) (i) At any time that there shall exist a Defaulting Lender, within one Business Day
following the written request of the Administrative Agent or any Issuing Bank (with a copy to the Administrative Agent) the Borrower shall Cash Collateralize the Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender
(determined after giving effect to Section 2.20(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount equal to the Fronting Exposure of all Fronting Banks with respect to Participated Letters of Credit issued
and outstanding at such time. 
 (ii) The Borrowers, and to the extent provided by any Defaulting Lender, such
Defaulting Lender, hereby grant to the Administrative Agent, for the benefit of the Fronting Banks, and agrees to maintain, a first priority security interest in all Cash Collateral provided by a Borrower pursuant to Section 2.20(c)(i) as
security for the Defaulting Lenders’ obligation to fund participations in respect of Participated Letters of Credit, to be applied pursuant to clause (iii) below. If at any time the Administrative Agent determines that Cash Collateral is
subject to any right or claim of any Person other than the Administrative Agent and the Fronting Banks as herein provided, or that the total amount of such Cash Collateral is less than the Fronting Exposure of all Fronting Banks with respect to
Participated Letters of Credit issued and outstanding at such time, the Borrowers will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such
deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). 
 (iii)
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.20 in respect of Participated Letters of Credit shall be held and applied to the satisfaction of the Defaulting
Lender’s obligation to fund participations in respect of Participated Letters of Credit (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash
Collateral was so provided, prior to any other application of such property as may be provided for herein. 
 Cash Collateral (or the
appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the
termination of Defaulting Lender status of the applicable Defaulting Lender (or, as appropriate, its assignee)) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided,
however, that (x) Cash Collateral furnished by or on behalf of a Credit Party shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.20 may be
otherwise applied in accordance with Section 2.14) and (y) the Person providing Cash Collateral and each applicable Fronting Bank may agree that Cash Collateral shall not be released but instead held to support future anticipated
Fronting Exposure or other obligations. 

  
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 ARTICLE III 
 LETTERS OF CREDIT 
 Section 3.1 Syndicated Letters of Credit.

 (a) General. Subject to the terms and conditions set forth herein, at the request of any Borrower at any time and from
time to time during the Availability Period, each Lender agrees to Issue Letters of Credit as Syndicated Letters of Credit for the account of such Borrower. Each Syndicated Letter of Credit shall be in a form customarily used or otherwise approved
by the applicable Borrower and L/C Agent. If at the time that any Borrower requests the Issuance of a Syndicated Letter of Credit any Lender is a Non-NAIC Lender, (i) in the case of ING, Wells Fargo, in its capacity as a Fronting Bank, shall
Issue, and (ii) in the case of any other Non-NAIC Lender, Wells Fargo, in its capacity as a Fronting Bank, and any other Fronting Bank may Issue, such Non-NAIC Lender’s Ratable Share of such Syndicated Letter of Credit, in each case
pursuant to terms set forth in Section 3.1(h), it being understood that so long as Wells Fargo is a Fronting Bank, it will consider any request by a Borrower to agree to front for a Non-NAIC Lender, provided that any such
agreement by Wells Fargo shall be made in its sole and absolute discretion. Absent the prior written consent of each Lender (other than a Non-NAIC Lender), no Syndicated Letter of Credit may be Issued that would vary the several and not joint nature
of the obligations of the Lenders thereunder as provided in the next succeeding sentence. Each Syndicated Letter of Credit shall be Issued by all of the Lenders acting through the L/C Agent, at the time of Issuance as a single multi-bank letter of
credit, but the obligation of each Lender thereunder shall be several and not joint, in the amount of its Ratable Share of the Stated Amount of such Syndicated Letter of Credit, provided that the applicable Fronting Bank shall be severally
(and not jointly) liable for its Ratable Share of the Stated Amount of such Syndicated Letter of Credit plus the Ratable Share of each Non-NAIC Lender that it agrees to front for pursuant to Section 3.1(h). 

(b) Notice of Issuance. To request the Issuance of a Syndicated Letter of Credit, the applicable Borrower shall hand deliver or
telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the L/C Agent) to the L/C Agent (which will promptly notify the applicable Lenders and provide to such Lenders as soon as practicable a copy of the
Syndicated Letter of Credit) at least 3 Business Days in advance of the requested date of Issuance (or such shorter period as is acceptable to the L/C Agent, including with respect to any request for the issuance of a Syndicated Letter of Credit on
the Restatement Date, subject to approval by the L/C Agent) a notice in a form reasonably acceptable to the L/C Agent (a “Syndicated Letter of Credit Notice”) requesting the Issuance of a Syndicated Letter of Credit, or identifying
the Syndicated Letter of Credit to be amended, renewed, extended or increased, as the case may be, and specifying the date of Issuance (which shall be a Business Day), the date on which such Syndicated Letter of Credit is to expire (which shall
comply with Section 3.1(c)), the amount of such Syndicated Letter of Credit, the Applicable Currency of such Syndicated Letter of Credit, the name and address of the beneficiary thereof and the terms and conditions of (and such other
information as shall be necessary to prepare, amend, renew, extend or increase, as the case may be) such Syndicated Letter of Credit, it being understood and agreed that Syndicated Letters of Credit may be extended and renewed in accordance with
Section 3.1(c). If requested by the L/C Agent, the applicable Borrower shall submit a letter of credit application on the L/C 

  
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Agent’s standard form (with such changes as the L/C Agent shall reasonably deem appropriate) in connection with any request for a Syndicated Letter of Credit. In the event of any
inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application submitted by any Borrower to the L/C Agent relating to any Syndicated Letter of Credit, the terms and
conditions of this Agreement shall control. 
 (c) Expiration of Syndicated Letters of Credit. Each Syndicated Letter of
Credit shall expire at or prior to the earlier of (i) the close of business on the date one year after the date of the Issuance of such Syndicated Letter of Credit (or, with respect to a Syndicated Letter of Credit issued in Australian Dollars,
24 months after the date of the Issuance of such Syndicated Letter of Credit), or (ii) the L/C Maturity Date; provided, however, that at the applicable Borrower’s request a Syndicated Letter of Credit shall provide by its
terms, and on terms acceptable to the L/C Agent, for renewal for successive periods of one year or less (but not beyond the L/C Maturity Date) unless and until the L/C Agent shall have delivered prior written notice of nonrenewal to the beneficiary
of such Syndicated Letter of Credit no later than the time specified in such Syndicated Letter of Credit (which the L/C Agent shall do only if one or more of the applicable conditions under Section 4.2 (other than the delivery of a
Letter of Credit Notice) is not then satisfied). The L/C Agent shall promptly provide a copy of any such notice to the applicable Borrower. 
 (d) Obligation of Lenders. The obligation of any Lender under any Syndicated Letter of Credit shall be several and not joint and shall be in an amount equal to such Lender’s Ratable Share of
the aggregate Stated Amount of such Syndicated Letter of Credit at the time such Syndicated Letter of Credit is Issued, and each Syndicated Letter of Credit shall expressly so provide, provided that the applicable Fronting Bank shall be
severally (and not jointly liable) for its Ratable Share of the Stated Amount of such Syndicated Letter of Credit plus the Ratable Share of each Non-NAIC Lender for which it is fronting pursuant to Section 3.1(h). No increase of
Commitments under Section 2.19 or assignment of Commitments under Section 2.18 or Section 11.6(b) or reallocation of Credit Exposure under Section 2.20 shall change or affect the liability of any
Lender under any outstanding Syndicated Letter of Credit until such Syndicated Letter of Credit is amended giving effect to such increase, assignment or reallocation, as the case may be. The failure of any Lender to make any L/C Disbursement in
respect of any Syndicated Letter of Credit on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to make its
L/C Disbursement in respect of any Syndicated Letter of Credit. 
 (e) Issuance Administration. Each Syndicated Letter of
Credit shall be executed and delivered by the L/C Agent in the name and on behalf of, and as attorney-in-fact for, each Lender (other than a Non-NAIC Lender) party to such Syndicated Letter of Credit, and the L/C Agent shall act under each
Syndicated Letter of Credit, and each Syndicated Letter of Credit shall expressly provide that the L/C Agent shall act, as the agent of each such Lender to (i) execute and deliver such Syndicated Letter of Credit, (ii) receive drafts,
other demands for payment and other documents presented by the beneficiary under such Syndicated Letter of Credit, (iii) determine whether such drafts, demands and documents are in compliance with the terms and conditions of such Syndicated
Letter of Credit, (iv) notify such Lender and the applicable Borrower that a valid drawing has been made and the date that the related L/C Disbursement is to be made and (v) exercise all rights held by the issuer of a letter of credit
under the documents 

  
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for which such Syndicated Letter of Credit shall provide credit enhancement (or designate any Person as its representative for all such purposes under such documents); provided that the
L/C Agent shall have no obligation or liability for any L/C Disbursement under such Syndicated Letter of Credit, and each Syndicated Letter of Credit shall expressly so provide. Each Lender hereby irrevocably appoints and designates the L/C Agent as
its attorney-in-fact, acting through any duly authorized officer, to execute and deliver in the name and on behalf of such Lender each Syndicated Letter of Credit to be issued by such Lender hereunder and to take such other actions contemplated by
this Section 3.1(e). Promptly upon the request of the L/C Agent, each Lender will furnish to the L/C Agent such powers of attorney or other evidence as any beneficiary of any Syndicated Letter of Credit may reasonably request in order to
demonstrate that the L/C Agent has the power to act as attorney-in-fact for such Lender to execute and deliver such Syndicated Letter of Credit. 
 (f) Disbursement Procedures. The L/C Agent shall, within a reasonable time following its receipt thereof (and, in any event, within any specific time specified in the text of the relevant
Syndicated Letter of Credit), examine all documents purporting to represent a demand for payment under any Syndicated Letter of Credit. The L/C Agent shall promptly after such examination and before such L/C Disbursement notify each applicable
Issuing Bank and the applicable Borrower by telephone (confirmed by telecopy or email) of such demand for payment. With respect to any demand for payment made under a Syndicated Letter of Credit which the L/C Agent has informed the applicable
Issuing Banks is valid, each such Issuing Bank will make an L/C Disbursement in respect of such Syndicated Letter of Credit and in the Applicable Currency promptly in accordance with the Dollar Amount of its liability under such Syndicated Letter of
Credit and this Agreement, such L/C Disbursement to be made to the account of the L/C Agent most recently designated by it for such purpose by notice to the Lenders. The L/C Agent will make such L/C Disbursement available to the beneficiary of such
Syndicated Letter of Credit by promptly crediting the amounts so received, in the funds so received, to the account identified by such beneficiary in connection with such demand for such L/C Disbursement. Promptly following any L/C Disbursement by
any Issuing Bank in respect of any Syndicated Letter of Credit, the L/C Agent will notify the applicable Borrower of such L/C Disbursement. 
 (g) Reimbursement. Each Borrower agrees that it shall reimburse the applicable Issuing Banks in respect of L/C Disbursements made under such Borrower’s Syndicated Letter of Credit by paying to
the Administrative Agent an amount in Dollars equal to the aggregate of the Dollar Amount of each L/C Disbursement no later than 2:00 p.m. on the first Business Day after the L/C Disbursement Date (the “Syndicated L/C Honor Date”)
with respect to such Syndicated Letter of Credit together with interest thereon payable as provided herein. If the applicable Borrower fails to so reimburse the Lenders by such time of the amount of the unreimbursed drawing (the
“Unreimbursed Amount”), so long as the conditions set forth in Section 4.2 (other than the delivery of a Notice of Borrowing) are satisfied and subject to the amount of the Unutilized Commitments, such Borrower shall be
deemed to have requested a Borrowing of Base Rate Loans to be disbursed on the Syndicated L/C Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.2(b)(i) for the
principal amount of Borrowings, and the L/C Disbursements of each of the Issuing Banks shall be deemed to have satisfied their obligation to fund their Ratable Share of such Borrowing. Without limiting any other obligations of each Borrower
hereunder, each Borrower hereby agrees to indemnify each applicable Issuing Bank in respect of each Syndicated 

  
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Letter of Credit denominated in a Foreign Currency for any and all costs, expenses and losses incurred by such Issuing Bank as a result of receiving payment or reimbursement for any L/C
Disbursement thereunder from any Person in a Currency other than Dollars. Any such amount payable to any Issuing Bank shall be payable within 10 Business Days after demand and submission by such Issuing Bank of satisfactory evidence reflecting the
calculation of such amount, which shall be conclusive absent manifest error. 
 (h) Non-NAIC Lenders. In the event any
Lender advises the L/C Agent that such Lender is a Non-NAIC Lender, (i) such Non-NAIC Lender shall cease to Issue Syndicated Letters of Credit so long as it is a Non-NAIC Lender and shall use its commercially reasonable efforts to enter into an
agreement with a Lender to act as a Fronting Bank and to Issue such Non-NAIC Lender’s Ratable Share of any Syndicated Letter of Credit (provided, however, that subject to the terms of a letter agreement to be entered into on or
prior to the Restatement Date, Wells Fargo, or its successor, in its capacity as a Fronting Bank, will Issue the Ratable Share of ING of any Syndicated Letter of Credit), (ii) to the extent Syndicated Letters of Credit are outstanding, the
Borrowers will each use all commercially reasonable efforts to cause the beneficiaries thereof to execute and deliver an amendment to any Syndicated Letter of Credit of such Borrower such that the Non-NAIC Lender is removed from such Syndicated
Letter of Credit and the applicable Fronting Bank, if any, is added to such Syndicated Letter of Credit to honor any draft drawn thereon in an amount equal to the Non-NAIC Lender’s Ratable Share with respect to such Syndicated Letter of Credit,
(iii) immediately upon the issuance or amendment of any Syndicated Letter of Credit, each Non-NAIC Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, without recourse or warranty, purchase from the applicable
Fronting Bank, if any, a risk participation in each such Syndicated Letter of Credit in accordance with Section 3.2(d) in an amount equal to such Non-NAIC Lender’s Ratable Share of the Stated Amount of such Syndicated Letter of
Credit and (iv) each Non-NAIC Lender shall pay to the applicable Fronting Bank a fronting fee computed on the risk participation purchased by such Non-NAIC Lender from such Fronting Bank with respect to such Syndicated Letter of Credit at the
rate per annum as separately agreed to between such Non-NAIC Lender and such Fronting Bank. Unless otherwise agreed between such Non-NAIC Lender, the applicable Fronting Bank and the Administrative Agent, such fronting fee shall be paid by reducing
the applicable Letter of Credit Fee otherwise payable to such Non-NAIC Lender by an amount equal to such fronting fee and paying the same to the applicable Fronting Bank. 
 Section 3.2 Participated Letters of Credit. 
 (a) General.
Subject to the terms and conditions set forth herein, any Borrower may request any Fronting Bank to Issue, at any time and from time to time during the Availability Period, and such Fronting Bank hereby agrees to Issue, Participated Letters of
Credit for the account of such Borrower, subject to the terms and conditions of this Section 3.2. Each Participated Letter of Credit shall be in a form customarily used or otherwise approved by the applicable Borrower and the applicable
Fronting Bank. 
 (b) Notice of Issuance. To request the Issuance of a Participated Letter of Credit, the applicable
Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Fronting Bank) to the applicable Fronting Bank (which will promptly notify the Lenders) at least 3
Business Days in 

  
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advance of the requested date of Issuance (or such shorter period as is acceptable to the applicable Fronting Bank, including with respect to any request for the Issuance of a Participated Letter
of Credit on the Restatement Date, subject to approval by the applicable Fronting Bank) a notice in a form reasonably acceptable to the applicable Fronting Bank (a “Participated Letter of Credit Notice”) requesting the Issuance of a
Participated Letter of Credit, or identifying the Participated Letter of Credit to be amended, renewed, extended or increased, as the case may be, and specifying the date of Issuance (which shall be a Business Day), the date on which such
Participated Letter of Credit is to expire (which shall comply with Section 3.2(c)), the amount of such Participated Letter of Credit, the Applicable Currency of such Participated Letter of Credit, the name and address of the beneficiary
thereof and the terms and conditions of (and such other information as shall be necessary to prepare, amend, renew, extend or increase, as the case may be) such Participated Letter of Credit, it being understood and agreed that Participated Letters
of Credit may be extended and renewed in accordance with Section 3.2(c). If requested by any Fronting Bank, the applicable Borrower shall submit a letter of credit application on such Fronting Bank’s standard form (with such changes
as such Fronting Bank shall reasonably deem appropriate) in connection with any request for a Participated Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any
form of letter of credit application submitted by any Borrower to such Fronting Bank relating to any Participated Letter of Credit, the terms and conditions of this Agreement shall control. 

(c) Expiration of Participated Letters of Credit. Each Participated Letter of Credit shall expire at or prior to the earlier of
(i) the close of business on the date one year after the date of the Issuance of such Participated Letter of Credit (or, with respect to a Participated Letter of Credit issued in Australian Dollars, 24 months after the date of the Issuance of
such Participated Letter of Credit), or (ii) the L/C Maturity Date; provided, however, that at the applicable Borrower’s request a Participated Letter of Credit shall provide by its terms, and on terms acceptable to the
applicable Fronting Bank, for renewal for successive periods of one year or less (but not beyond the L/C Maturity Date) unless and until the applicable Fronting Bank shall have delivered prior written notice of nonrenewal to the beneficiary of such
Participated Letter of Credit no later than the time specified in such Participated Letter of Credit (which the applicable Fronting Bank shall do only if one or more of the applicable conditions under Section 4.2 (other than the delivery
of a Letter of Credit Notice) is not then satisfied). The Administrative Agent shall promptly provide a copy of any such notice to the applicable Borrower. 
 (d) Participations. By the Issuance of a Participated Letter of Credit (or the fronting for a Non-NAIC Lender in respect of a Syndicated Letter of Credit pursuant to Section 3.1(h)) by
the applicable Fronting Bank and without any further action on the part of the applicable Fronting Bank or the Lenders, the applicable Fronting Bank hereby grants to each applicable Lender in respect of such Participated Letter of Credit (or to the
Non-NAIC Lender in respect of such Syndicated Letter of Credit), and each such Lender (or such Non-NAIC Lender) hereby acquires from the applicable Fronting Bank, participation in such Participated Letter of Credit (or such Syndicated Letter of
Credit) in an amount equal to the Dollar Amount of such Lender’s Ratable Share of the Stated Amount of such Participated Letter of Credit (or such Syndicated Letter of Credit) and the applicable Borrower’s reimbursement obligations with
respect thereto. Each Lender (or Non-NAIC Lender) acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Participated Letters of Credit (or


  
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Syndicated Letters of Credit) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any such Letter of Credit or
the occurrence and continuance of a Default or Event of Default or reduction or termination of the Aggregate Commitments. In consideration and in furtherance of the foregoing, each Lender (or Non-NAIC Lender) hereby absolutely and unconditionally
agrees to pay to the Administrative Agent, for account of the applicable Fronting Bank, the Dollar Amount of such Lender’s Ratable Share of each L/C Disbursement made by the applicable Fronting Bank in respect of any Participated Letter of
Credit (or Syndicated Letter of Credit) promptly upon the request of the applicable Fronting Bank at any time from the time such L/C Disbursement is made until such L/C Disbursement is reimbursed by the applicable Borrower or at any time after any
reimbursement payment is required to be disgorged or refunded to any Borrower for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly following receipt by the Administrative Agent of
any payment from any Borrower pursuant to Section 3.2(f), the Administrative Agent shall distribute such payment to the applicable Fronting Bank or, to the extent that any Lender or Non-NAIC Lender have made payments pursuant to this
paragraph to reimburse the applicable Fronting Bank, then to such Lenders or Non-NAIC Lender and the applicable Fronting Bank as their interests may appear. Any payment made by a Lender or Non-NAIC Lender pursuant to this paragraph to reimburse any
Fronting Bank for any L/C Disbursement made by it shall not relieve the applicable Borrower of its obligation to reimburse such L/C Disbursement. Notwithstanding anything herein to the contrary, effective upon the increase of the Commitments
pursuant to Section 2.19, each Lender’s participation in any Participated Letter of Credit (and each Non-NAIC Lender’s participation in any Syndicated Letter of Credit) outstanding on such date shall be adjusted to reflect its
Ratable Share after giving effect to such increase. 
 (e) Disbursement Procedures; Funding of Participations.

 (i) The applicable Fronting Bank shall, within a reasonable time following its receipt thereof (and, in any
event, within any time specified in the text of the relevant Participated Letters of Credit issued by it), examine all documents purporting to represent a demand for payment under a Participated Letter of Credit. The applicable Fronting Bank shall
promptly after such examination notify the Administrative Agent and the applicable Borrower by telephone (confirmed by telecopy or email) of such demand for payment and whether such Fronting Bank has made or will make a L/C Disbursement thereunder.
If such Borrower shall fail to reimburse the applicable Fronting Bank for such L/C Disbursement on the date and time specified in Section 3.2(f), the Administrative Agent shall notify each applicable Lender of the applicable L/C
Disbursement, the payment then due from such Borrower in respect thereof and the Dollar Amount of such Lender’s Ratable Share thereof. Each applicable Lender (including any applicable Non-NAIC Lender) shall upon such notice make funds available
to the Administrative Agent in the Applicable Currency for the account of the applicable Fronting Bank at the Payment Office in an amount equal to (i) in the case of a Participated Letter of Credit, the amount of its Ratable Share of the unpaid
L/C Disbursement and (ii) in the case of a Non-NAIC Lender, its Percentage Obligations of a Syndicated Letter of Credit being fronted by such Fronting Bank pursuant to Section 3.1(h) (such amount, its “L/C Advance”)
not later than 2:00 p.m. on the Business Day specified in such notice by the Administrative Agent. No such making of an L/C 

  
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Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the applicable Fronting Bank for the amount of any payment made by such Fronting Bank under such
Participated Letter of Credit (or such Syndicated Letter of Credit in the case of a Non-NAIC Lender), together with interest as provided herein. 
 (ii) If any Lender fails to make available to the Administrative Agent for the account of the applicable Fronting Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of
this Section 3.2(e) by the time specified in Section 3.2(e)(i), the applicable Fronting Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest
thereon for the period from the date such payment is required to the date on which such payment is immediately available to the applicable Fronting Bank at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate
of the applicable Fronting Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (ii) shall be conclusive absent manifest error. Until a Lender funds its L/C Advance pursuant to this
Section 3.2(e) to reimburse the applicable Fronting Bank for any L/C Disbursement made by it, interest in respect of such Lender’s L/C Advance shall be solely for the account of the applicable Fronting Bank. 

(f) Reimbursement. Each Borrower agrees that it shall reimburse the applicable Fronting Bank in respect of any L/C Disbursement
made under such Borrower’s Participated Letter of Credit by paying to the Administrative Agent an amount in Dollars equal to the Dollar Amount of such L/C Disbursement no later than 2:00 p.m. on the first Business Day after the L/C Disbursement
Date (the “Participated L/C Honor Date”) with respect to such Participated Letter of Credit together with interest thereon payable as provided herein. If the applicable Borrower fails to so reimburse the Lenders by such time, the
Administrative Agent shall promptly notify each Lender of the amount of the Unreimbursed Amount, and the amount of such Lender’s Ratable Share thereof. In such event, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans
to be disbursed on the Participated L/C Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.2(b)(i) for the principal amount of Borrowings, but subject to the
amount of the Unutilized Commitments, and subject to the conditions set forth in Section 4.2 (other than the delivery of a Notice of Borrowing), and each Lender shall fund its Ratable Share of such Borrowing as set forth in
Section 2.2(c). If the Borrower is unable to request a Borrowing of Base Rate Loans because it cannot satisfy each of the conditions set forth in Section 4.2 (other than the delivery of a Notice of Borrowing) or for any other
reason, each Lender shall fund its L/C Advances as set forth in Section 3.2(e). Without limiting any other obligations of each Borrower hereunder, each Borrower hereby agrees to indemnify the applicable Fronting Bank in respect of any
Participated Letters of Credit denominated in a Foreign Currency for any and all costs, expenses and losses incurred by it as a result of receiving payment or reimbursement for any L/C Disbursement thereunder from any Person in a Currency other than
Dollars. Any such amount payable to any Fronting Bank shall be payable within 10 Business Days after demand and submission by such Fronting Bank of satisfactory evidence reflecting the calculation of such amount, which shall be conclusive absent
manifest error. 

  
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 (g) Repayment of Participations. 

(i) At any time after the applicable Fronting Bank has made a payment under any Participated Letter of Credit (or
Syndicated Letter of Credit in the case of a Non-NAIC Lender) and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 3.2(e), if the Administrative Agent receives for the
account of the applicable Fronting Bank any payment in respect of the related unpaid L/C Disbursement or interest thereon (whether directly from the applicable Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the
Administrative Agent), the Administrative Agent will distribute to such Lender its Ratable Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was
outstanding) in the same funds as those received by the Administrative Agent. 
 (ii) If any payment received by
the Administrative Agent for the account of the applicable Fronting Bank pursuant to Section 3.2(e)(i) is required to be returned under any of the circumstances described in Section 2.12 (including pursuant to any settlement
entered into by the applicable Fronting Bank in its discretion), each Lender shall pay to the Administrative Agent for the account of the applicable Fronting Bank its Ratable Share thereof on demand of the Administrative Agent, plus interest thereon
from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. 
 (h) Failure to Make L/C Advances. The failure of any Lender to make the L/C Advance to be made by it on the date specified in Section 3.2(e) shall not relieve any other Lender of its
obligation hereunder to make its L/C Advance on such date, but no Lender shall be responsible for the failure of any other Lender to make the L/C Advance to be made by such other Lender on such date. 

Section 3.3 Existing Letters of Credit. The Credit Parties, the Administrative Agent, the Fronting Banks and the Lenders
agree that, as of the Restatement Date, each Existing Letter of Credit described on Schedule 3.3 issued for the account of a Borrower and which remains outstanding as of the Restatement Date shall be deemed Issued as of the Restatement Date
under this Agreement as a Participated Letter of Credit for the account of such Borrower by Barclays Bank PLC in its capacity as a Fronting Bank. 
 Section 3.4 Conditions Precedent to the Issuance of Letters of Credit. The Issuing Bank shall not be under any obligation to, and in the case of clauses (ii), (v) and (vi) below
shall not, Issue any Letter of Credit if: 
 (i) any order, judgment or decree of any Governmental Authority or
arbitrator shall purport by its terms to enjoin or restrain the Issuance of such Letter of Credit or any Requirement of Law applicable to such Issuing Bank or any Lender or any request or directive (whether or not having the force of law) from any
Governmental Authority with jurisdiction over it shall prohibit, or request that it refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon it with respect to such Letter of Credit any
restriction or reserve or capital requirement (for which such 

  
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Issuing Bank or any Lender is not otherwise compensated) not in effect on the Restatement Date, or any unreimbursed loss, cost or expense which was not applicable, in effect or known to it as of
the Restatement Date; 
 (ii) the limitation on amounts set forth under Section 2.1 will be exceeded,
immediately after giving effect thereto; 
 (iii) the L/C Agent or the applicable Fronting Bank, as the case may
be, shall have delivered the written notice of nonrenewal described in Section 3.1(c) and Section 3.2(c) with respect to such Letter of Credit; 

(iv) the Administrative Agent has received written notice from the applicable Fronting Bank or the Required Lenders, as
the case may be, or any Borrower, on or prior to the Business Day prior to the requested date of the issuance of such Letter of Credit, that one or more of the applicable conditions under Section 4.2 is not then satisfied; 

(v) the expiry date of such Letter of Credit would occur more than twelve months after the date of issuance or last
extension (or, with respect to a Letter of Credit issued in Australian Dollars, 24 months after the date of issuance or last extension of such Letter of Credit) unless the Required Lenders have approved such expiry date; 

(vi) the expiry date of such Letter of Credit is after the L/C Maturity Date, unless all of the Lenders have approved such
expiry date in writing; 
 (vii) such Letter of Credit is not in a form reasonably acceptable to, the applicable
Borrowers, the Administrative Agent and the L/C Agent or applicable Fronting Bank, as the case may be; 
 (viii)
such Letter of Credit is denominated in a currency other than Dollars or a Foreign Currency; or 
 (ix) with
respect to the issuance of a Participated Letter of Credit or the fronting for a Non-NAIC Lender in respect of a Syndicated Letter of Credit pursuant to Section 3.1(h), any Lender is at that time a Defaulting Lender, unless the
applicable Fronting Bank (x) has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Fronting Bank (in its sole discretion) with such Lender and/or the applicable Borrower, or (y) has received Cash
Collateral from (or entered into other arrangements satisfactory to such Fronting Bank in its sole discretion with) the Credit Parties to eliminate such Fronting Bank’s actual or potential Fronting Exposure (after giving effect to
Section 2.20(a)(iv)) with respect to such Defaulting Lender as it may elect in its sole discretion. 

Section 3.5 Obligations Absolute. The Reimbursement Obligations of each Borrower with respect to a L/C Disbursement under any
Letter of Credit issued for its account and of any Lender (or any Non-NAIC Lender) to reimburse the applicable Fronting Bank with respect to any L/C Disbursement made by such Fronting Bank under any Participated Letter of Credit (or Syndicated
Letter of Credit) shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement and any Letter of Credit Document under all circumstances, including the following circumstances: 

(i) any lack of validity or enforceability of this Agreement, any other Credit Document, any Letter of Credit Document or
any other agreement or instrument relating thereto; 

  
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 (ii) any change in the time, manner or place of payment of, or in any other
term of, all or any of the obligations of any Borrower in respect of any Letter of Credit Document or any other amendment or waiver of or any consent to departure from all or any of the Letter of Credit Documents; 

(iii) the existence of any claim, set-off, defense or other right that any Credit Party may have at any time against any
beneficiary or any transferee of a Letter of Credit (or any Persons for which any such beneficiary or any such transferee may be acting), any Issuing Bank, the Administrative Agent, the L/C Agent, any Lender or any other Person, whether in
connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any other Letter of Credit Document or any unrelated transaction; 

(iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein being untrue or inaccurate in any respect; 
 (v) payment by
any Issuing Bank under a Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; provided, however, that such draft or certificate substantially complies
with the terms of such Letter of Credit; 
 (vi) any payment made by any Issuing Bank under such Letter of Credit
to any Person purporting to be a trustee in bankruptcy, debtor–in–possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of
Credit, including any arising in connection with any proceeding under any Debtor Relief Law; 
 (vii) any adverse
change in the relevant exchange rates or in the availability of the relevant Currency in the relevant currency markets generally; 
 (viii) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guarantee, for all or any of the Obligations of any Borrower; or

 (ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including
any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Borrower, any Guarantor or any other guarantor, other than as may be expressly set forth in this Agreement. 

  
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 None of the Administrative Agent, the L/C Agent, any Issuing Bank or any Lender or any of
their Related Parties shall have any liability or responsibility to any Credit Party by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder, or any error,
omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond their control; provided that the foregoing shall not be construed to excuse the Administrative Agent, the L/C Agent, any Issuing Bank or any Lender from liability to any Credit
Party to the extent of any direct damages (as opposed to consequential or exemplary damages, claims in respect of which are hereby waived by each Credit Party to the extent permitted by applicable law) suffered by any Credit Party that are caused by
the gross negligence or willful misconduct of the Administrative Agent, the L/C Agent, such Issuing Bank or such Lender when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. 

Section 3.6 Interest. Unless each L/C Disbursement made in respect of Letters of Credit is reimbursed by a Credit Party in
full on the date such L/C Disbursement is made, the unpaid amount of the Reimbursement Obligation thereof shall bear interest from the date of each L/C Disbursement until such amount shall be paid in full at a rate per annum equal to the Base Rate
(plus an additional 2% per annum, payable on demand, if not reimbursed by the third Business Day after the date upon which the applicable Borrower receives notice of such L/C Disbursement). 

Section 3.7 Interest Rate Determination. The Administrative Agent shall give prompt notice to the applicable Borrower and the
applicable Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 3.6. 
 Section 3.8 Collateralization of Letters of Credit. 
 (a) At any time
and from time to time (i) upon the Administrative Agent’s request given in accordance with Section 9.2 after the occurrence and during the continuance of an Event of Default and (ii) on the L/C Maturity Date, each Borrower
shall deliver to the Administrative Agent Cash Collateral in an amount equal to the aggregate Stated Amount of all Letters of Credit issued for the account of such Borrower outstanding at such time (whether or not any beneficiary under any Letter of
Credit shall have drawn or be entitled at such time to draw thereunder). The Administrative Agent shall deposit such cash in a special collateral account of such Borrower pursuant to arrangements satisfactory to the Administrative Agent (such
account, the “Cash Collateral Account”) for the benefit of the Administrative Agent, the Issuing Banks and the Lenders. 
 (b) In the event that, at any time, the Dollar Amount of the aggregate Stated Amount of all Letters of Credit denominated in a Foreign Currency would exceed 105% of the Foreign Currency Sublimit, the
Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount equal to the Dollar Amount of such excess, and thereupon such Cash Collateral shall be deemed to reduce the aggregate Letter of Credit Exposure that is denominated in a
Foreign Currency by an equivalent Dollar Amount, and such Cash Collateral shall be deposited in the Cash Collateral Account for the benefit of the Administrative Agent, the Issuing Banks and the Lenders. 

  
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 (c) Each Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing
Banks and the Lenders, a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time to time as security for the Letter of Credit Exposure of such Borrower, and for application to its aggregate Reimbursement
Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account for the benefit of the Fronting Banks and the Lenders and such Borrower
shall have no interest therein except as set forth in Section 3.8(d). Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of such Borrower (unless a Default or
Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Administrative Agent), amounts in the Cash Collateral Account shall not bear interest.
Interest and profits, if any, on such investments shall accumulate in such account. 
 (d) In the event of a drawing, and
subsequent payment by any Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the applicable Cash Collateral Account, the Administrative Agent will deliver to such Issuing Bank a Dollar Amount equal to the
Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse such Issuing Bank therefor. Notwithstanding anything in this Agreement to the
contrary, to the extent any such drawing is made, the applicable Borrower’s Reimbursement Obligation shall be deemed to have been satisfied and discharged to the extent of any such payment from the Cash Collateral Account. Any amounts remaining
in any Cash Collateral Account (including interest and profits) after the expiration of the Letters of Credit and reimbursement in full of the Issuing Banks for all of their respective obligations thereunder shall be held by the Administrative
Agent, for the benefit of such Borrower, to be applied against the Obligations of such Borrower in such order and manner as the Administrative Agent may direct. If any Borrower is required to provide Cash Collateral pursuant to
Section 2.6(b) or Section 3.8(b), such amount (including interest and profits), to the extent not applied as aforesaid, shall be returned to such Borrower, provided that after giving effect to such return (i) the
aggregate Credit Exposure would not exceed the Aggregate Commitments at such time, (ii) the aggregate Stated Amount of all Letters of Credit denominated in a Foreign Currency would not exceed the Foreign Currency Sublimit and (iii) no
Default or Event of Default shall have occurred and be continuing at such time. If any Borrower is required to provide Cash Collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to such
Borrower within three (3) Business Days after all Events of Default have been cured or waived. 
 Section 3.9 Use
of Letters of Credit. The Letters of Credit shall be available and each Borrower agrees that it shall use its Letters of Credit primarily to support the obligations under the Primary Policies and Reinsurance Agreements to which Allied World is a
party and for other general corporate purposes. Letters of Credit shall not be issued for the benefit of Swiss Holdings or any Subsidiary tax resident in Switzerland. 

  
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 ARTICLE IV 
 CONDITIONS PRECEDENT 
 Section 4.1 Conditions Precedent to the
Restatement Date. The amendment and restatement of the Existing Secured Credit Agreement and the obligations of each Lender to make Credit Extensions hereunder shall not become effective until the date (the “Restatement Date”)
on which each of the following conditions is satisfied (or waived in accordance with Section 11.5): 
 (a) On the
Restatement Date, (i) the Credit Parties, the Administrative Agent and each Lender shall have signed a counterpart of this Agreement and shall have delivered (or transmitted by telecopy) the same to the Administrative Agent at its Payment
Office; and (ii) there shall have been delivered to the Administrative Agent for the account of each Lender that has requested the same the appropriate Note or Notes, executed by each Borrower, in each case in the amount, maturity and as
otherwise provided herein; 
 (b) On the Restatement Date, the Administrative Agent shall have received (i) an opinion, in
form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each of the Lenders and dated the Restatement Date, from Kelley Drye & Warren LLP, special New York counsel to the Credit
Parties, which opinion shall cover the matters contained in Exhibit F-1, (ii) an opinion, in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each of the Lenders and dated
the Restatement Date, from Conyers Dill & Pearman Limited, special Bermuda counsel to the Credit Parties, which opinion shall cover the matters contained in Exhibit F-2, and (iii) an opinion, in form and substance reasonably
satisfactory to the Administrative Agent, addressed to the Administrative Agent and each of the Lenders and dated the Restatement Date, from Baker & McKenzie, special Swiss counsel to the Credit Parties, which opinion shall cover the
matters contained in Exhibit F-3. 
 (c) On the Restatement Date, the Administrative Agent shall have received a
certificate, signed by a Responsible Officer of each Credit Party, in form and substance reasonably satisfactory to the Administrative Agent, certifying that (i) each of the representations and warranties set forth in this Agreement and in the
other Credit Documents qualified as to materiality are true and correct and those not so qualified are true and correct in all material respects, each as of the Restatement Date (except to the extent any such representation or warranty is expressly
stated to have been made as of a specific date, in which case such representation or warranty is true and correct (if qualified as to materiality) or true and correct in all material respects (if not so qualified), in each case as of such date),
(ii) there is no pending or threatened litigation, bankruptcy or other proceeding in which there is a reasonable likelihood of an adverse determination which could reasonably be expected to result in a Material Adverse Effect or which seeks to
restrain, enjoin or prevent the closing of the credit facility provided for herein, (iii) no Default or Event of Default exists as of the Restatement Date and (iv) there has not occurred or become known to the Administrative Agent since
December 31, 2011, a change, occurrence or development that could reasonably be expected to have a Material Adverse Effect; 

  
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 (d) On the Restatement Date, the Administrative Agent shall have received a certificate of
the secretary or an assistant secretary of each Credit Party, in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of
incorporation, certificate of formation or other organizational document and all amendments thereto of such Credit Party, certified as of a recent date by the Secretary of State (or comparable Governmental Authority, if available,) of its
jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws or similar governing document of such Credit Party, as then in
effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, and (iii) that attached thereto is a true and complete copy of
resolutions adopted by the board of directors (or similar governing body) of such Credit Party authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party, and as to the incumbency and
genuineness of the signature of each officer of such Credit Party executing this Agreement or any of the other Credit Documents, and attaching all such copies of the documents described above; 

(e) On the Restatement Date, the Administrative Agent shall have received counterparts of the Security Agreements and Account Control
Agreements executed by the Borrowers, together with: 
 (i) all documents and instruments, including Uniform
Commercial Code financing statements where applicable, in each jurisdiction reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Agreements;

 (ii) results of a recent search of the Uniform Commercial Code (or equivalent) filings made with respect to
each Credit Party in the jurisdictions contemplated in clause (i) above (including, without limitation, Washington D.C. and Bermuda) and in such other jurisdictions in which Collateral is located on the Restatement Date which may be reasonably
requested by the Administrative Agent, and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or
similar documents) are permitted by the Credit Documents or have been terminated or released; 
 (iii) for each
Custodial Account, a duly executed Account Control Agreement with the applicable Custodian in a form reasonably acceptable to the Administrative Agent and each such Account Control Agreement shall be in full force and effect; and 

(iv) a duly executed Collateral Base Report from each Borrower, confirming that the Minimum Collateral Amount (after
giving effect to the Issuance of the Existing Letters of Credit as set forth in Section 3.3) does not exceed the Collateral Base. 
 (f) All approvals, permits and consents of any Governmental Authorities (including all relevant Insurance Regulatory Authorities) or other Persons required in connection with the execution and delivery of
this Agreement and the consummation of the transactions 

  
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contemplated hereby shall have been obtained (without the imposition of conditions that are not reasonably acceptable to the Administrative Agent), and all related filings, if any, shall have
been made, and all such approvals, permits, consents and filings shall be in full force and effect and the Administrative Agent shall have received such copies thereof as it shall have reasonably requested and such documents and papers where
appropriate to be certified by proper corporate or governmental authorities; all applicable waiting periods shall have expired without any adverse action being taken by any Governmental Authority having jurisdiction; and no action, proceeding,
investigation, regulation or legislation shall have been instituted, threatened or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority, in each case to enjoin, restrain or
prohibit, to obtain substantial damages in respect of, or that is otherwise related to or arises out of, this Agreement, any of the other Credit Documents or the consummation of the transactions contemplated hereby or thereby, or that could
reasonably be expected to have a Material Adverse Effect; 
 (g) Since December 31, 2011, both immediately before and after
giving effect to the making of the initial Credit Extensions (if any), there shall not have occurred a change, occurrence or development that could reasonably be expected to have a Material Adverse Effect; 

(h) On the Restatement Date, there shall exist no Default or Event of Default, and all representations and warranties made by each Credit
Party contained herein or in any other Credit Document shall be true and correct in all material respects (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be
true and correct in all material respects only as of such specified date); 
 (i) The Credit Parties shall have paid (i) to
the Joint Arrangers and the Administrative Agent, the fees specified in the Fee Letters to be paid to them on the Restatement Date, (ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Fee
Letter between the Credit Parties and the Administrative Agent, and (iii) all other fees and reasonable expenses of the Joint Arrangers, the Administrative Agent and the Lenders required hereunder or under any other Credit Document to be paid
on or prior to the Restatement Date (including legal fees and expenses) pursuant to the Commitment Letter; 
 (j) The current
Financial Strength Rating of each Material Insurance Subsidiary is “B++” or better; 
 (k) Concurrently with
the Restatement Date, all accrued and unpaid obligations of the Credit Parties under the Existing Secured Credit Agreement shall have been paid in full, and the Administrative Agent shall have received evidence of the foregoing satisfactory to it;

 (l) Concurrently with the Restatement Date, (i) all amounts outstanding under the unsecured credit facility of the
Credit Parties evidenced by the Credit Agreement dated as of November 27, 2007, among the Credit Parties, the lenders identified therein and Wells Fargo, as administrative agent (as amended, the “Existing Unsecured Credit
Agreement”) shall be repaid and satisfied in full and all guarantees relating thereto extinguished, (ii) all commitments to extend credit under the Existing Unsecured Credit Agreement shall be terminated, and (iii) any letters of
credit outstanding under the Existing Unsecured Credit Agreement shall be deemed issued hereunder as Existing Letters of Credit; and the Administrative Agent shall have received evidence of the foregoing satisfactory to it, including a payoff letter
executed by the parties to the Existing Unsecured Credit Agreement; 

  
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 (m) The Administrative Agent shall have received an Account Designation Letter from an
Authorized Officer of each Borrower; 
 (n) The Administrative Agent shall have received from the Credit Parties all
documentation and other information reasonably requested by the Administrative Agent that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act;
and 
 (o) The Administrative Agent shall have received such other documents, certificates, opinions and instruments in
connection with the transactions contemplated hereby as it shall have reasonably requested. 
 Without limiting the generality
of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or
accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the
proposed Restatement Date specifying its objection thereto. 
 Section 4.2 Conditions Precedent to All Credit
Extensions. The obligation of each Lender and each Fronting Bank to make any Credit Extension shall be subject to the prior or concurrent satisfaction (in form and substance reasonably satisfactory to the Administrative Agent) of each of the
conditions precedent set forth below: 
 (a) The Restatement Date shall have occurred; 

(b) The applicable Borrower shall have delivered a Notice of Borrowing in accordance with Section 2.2(b) or a Letter of
Credit Notice in accordance with Section 3.1(b) or Section 3.2(b), as applicable; 
 (c) Each of the
representations and warranties of the Credit Parties set forth in this Agreement and in the other Credit Documents qualified as to materiality are true and correct and those not so qualified are true and correct in all material respects, in each
case only as of the date of any Credit Extension, with the same effect as if made on and as of such date, both immediately before and after giving effect to Credit Extension (except to the extent any such representation or warranty is expressly
stated to have been made as of a specific date, in which case such representation or warranty is true and correct (if qualified as to materiality) or true and correct in all material respects (if not so qualified), in each case only on and as of
such specific date), provided that the representation and warranty set forth in Section 5.12 shall only be made on the Restatement Date; 
 (d) With respect to the making of any Credit Extension, the limitation on amounts set forth under Section 2.1 will not be exceeded immediately after giving effect thereto; 

  
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 (e) With respect to the Issuance of any Letter of Credit, the conditions in
Section 3.4 have been satisfied; 
 (f) The Security Documents shall be in full force and effect; 

(g) The Minimum Collateral Amount shall not exceed the Collateral Base on such date, both immediately before and after giving effect to
such Credit Extension; and 
 (h) No Default or Event of Default shall have occurred and be continuing on such date, both
immediately before and after giving effect to such Credit Extension. 
 Each giving of a Notice of Borrowing or a Letter of
Credit Notice, and the consummation of each Credit Extension, shall be deemed to constitute a representation and warranty by the applicable Borrower that the statements contained in Section 4.2(c) through Section 4.2(h) above
are true, both as of the date of such notice or request and as of the date such Credit Extension is made. 
 ARTICLE V

 REPRESENTATIONS AND WARRANTIES 
 To induce the Administrative Agent, the L/C Agent, the Fronting Banks and the Lenders to enter into this Agreement and to induce the Lenders to extend the credit contemplated hereby and the Issuing Banks
to issue Letters of Credit, each of the Credit Parties (solely as to itself and its Subsidiaries) represents and warrants to the Administrative Agent, the L/C Agent, the Fronting Banks and the Lenders as follows: 

Section 5.1 Organization and Power. Each Credit Party and its Material Subsidiaries (i) is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the full corporate power and authority to own and hold its property and to engage in its business as presently conducted, and (iii) is duly
qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the nature of its business or the ownership of its properties requires it to be so qualified, except where the failure to be so qualified could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 
 Section 5.2
Authorization; Enforceability. Such Credit Party has the full corporate power and authority to execute, deliver and perform its obligations under the Credit Documents to which it is or will be a party and has taken all necessary corporate
action to execute, deliver and perform its obligations under each of the Credit Documents to which it is or will be a party, and has, or on the Restatement Date (or any later date of execution and delivery) will have, validly executed and delivered
each of the Credit Documents to which it is or will be a party. This Agreement constitutes, and each of the other Credit Documents upon execution and delivery by each Credit Party that is a party thereto will constitute, the legal, valid and binding
obligation of each Credit Party that is a party hereto or thereto, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer,
moratorium or other similar laws affecting creditors’ rights generally or by general equitable principles regardless of whether enforceability is considered in a proceeding in equity or at law. 

  
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 Section 5.3 No Violation. The execution, delivery and performance by each Credit
Party of this Agreement and each of the other Credit Documents to which it is or will be a party, and compliance by it with the terms hereof and thereof, do not and will not (i) violate any provision of its certificate of incorporation,
articles of association, bylaws or organizational regulations (or other similar organizational document or governing document), (ii) contravene any other Requirement of Law applicable to it, (iii) conflict with, result in a breach of or
constitute (with notice, lapse of time or both) a default under any material indenture, agreement or other instrument to which it is a party, by which it or any of its properties is bound or to which it is subject, or (iv) except for the Liens
granted in favor of the Administrative Agent pursuant hereto or to the Security Documents, result in or require the creation or imposition of any Lien upon any of its properties or assets, other than, in the case of clauses (ii), (iii) and
(iv), such contraventions, conflicts, breaches, defaults and creation or imposition of Liens that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

Section 5.4 Governmental and Third-Party Authorization; Permits. 

(a) Except as set forth on Schedule 5.4, no consent, approval, authorization or other action by, notice to, or registration or
filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Credit Party of this Agreement or any of the other Credit Documents
to which it is or will be a party or the legality, validity or enforceability hereof or thereof, other than (i) filings of Uniform Commercial Code financing statements and the filing of a charge with the Registrar of Companies in Bermuda and
(ii) such consents, approvals, authorizations and other actions which the failure to obtain could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

(b) Each such Credit Party and its Subsidiaries has, and is in good standing with respect to, all governmental approvals, licenses,
permits and authorizations necessary to conduct its business as presently conducted and to own or lease and operate its properties, except for those the failure to obtain which could not reasonably be expected, individually or in the aggregate, to
have a Material Adverse Effect. 
 (c) Schedule 5.4 lists with respect to each Insurance Subsidiary of such Credit Party,
as of the Restatement Date, all of the jurisdictions in which such Insurance Subsidiary holds licenses (including licenses or certificates of authority from relevant Insurance Regulatory Authorities), permits or authorizations to transact insurance
and reinsurance business (collectively, the “Licenses”), and indicates the type or types of insurance in which each such Insurance Subsidiary is permitted to be engaged with respect to each License therein listed. (i) No such
License is the subject of a proceeding for suspension, revocation or limitation or any similar proceedings, and (ii) no such suspension, revocation or limitation is threatened in writing by any relevant Insurance Regulatory Authority, that, in
each instance under (i) and (ii) above, could individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Insurance Subsidiary has obtained and maintains in full force and effect all licenses and
permits from all Governmental Authorities and Insurance Regulatory Authorities necessary to 

  
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operate in the jurisdictions in which it operates, in each case other than such licenses and permits the failure to obtain or maintain, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect. 
 Section 5.5 Litigation. There are no actions, investigations, suits
or proceedings pending or, to the knowledge of the Credit Parties, threatened, at law or in equity before any Governmental Authority or in arbitration, against or affecting such Credit Party, any of its Subsidiaries or any of their respective
properties (i) in which there is a reasonable likelihood of an adverse determination which could reasonably be expected to result in a Material Adverse Effect, or (ii) with respect to this Agreement or any of the other Credit Documents to
which such Credit Party is a party. 
 Section 5.6 Taxes. Each of such Credit Party and its Subsidiaries has timely
filed all U.S. federal, state, local and foreign tax returns and reports required to be filed by it and has paid all Taxes, assessments, fees and other charges levied upon it or upon its properties that are shown thereon as due and payable, other
than (i) those Taxes, assessments, fees and other charges that are being contested in good faith and by proper proceedings and for which adequate reserves have been established in accordance with GAAP, or (ii) where the failure to file
such returns and reports or the failure to pay such Taxes, assessments, fees and other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Such returns are true, correct and complete in all
material respects. There is no ongoing audit or examination or other investigation by any Governmental Authority of the Tax liability of such Credit Party or any of its Subsidiaries the outcome of which could reasonably be expected to have a
Material Adverse Effect. There is no unresolved claim by any Governmental Authority concerning the Tax liability of such Credit Party or any of its Subsidiaries for any period for which Tax returns have been or were required to have been filed,
other than claims for which adequate reserves have been established in accordance with GAAP or that could not reasonably be expected to have a Material Adverse Effect. 
 Section 5.7 Subsidiaries. 
 (a) Set forth on Schedule 5.7 is a
complete and accurate list of all of the Subsidiaries of Swiss Holdings as of the Restatement Date, together with, for each such Subsidiary, and, as to each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary,
(ii) each Person holding direct ownership interests in such Subsidiary and (iii) the percentage of ownership of such Subsidiary represented by such ownership interests. Each of Swiss Holdings and its Subsidiaries owns, free and clear of
Liens, and has the unencumbered right to vote, all outstanding ownership interests in each Person shown to be held by it in Schedule 5.7. 
 (b) No Subsidiary is a party to any agreement or instrument or otherwise subject to any restriction or encumbrance that restricts or limits its ability to make dividend payments or other distributions in
respect of its Capital Stock, to repay Indebtedness owed to such Credit Party or any other Subsidiary, to make loans or advances to such Credit Party or any other Subsidiary, or to transfer any of its assets or properties to such Credit Party or any
other Subsidiary, in each case other than such restrictions or encumbrances existing under or by reason of the Credit Documents or applicable Requirements of Law. 

  
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 Section 5.8 Full Disclosure. All factual information heretofore,
contemporaneously or hereafter furnished in writing to the Administrative Agent, the Joint Arrangers or any Lender by or on behalf of such Credit Party for purposes of or in connection with this Agreement or any of the other Credit Documents is or
will be true and accurate in all material respects on the date as of which such information is dated or certified (or, if such information has been updated, amended or supplemented, on the date as of which any such update, amendment or supplement is
dated or certified) and not made incomplete by omitting to state a material fact necessary to make the statements contained herein and therein, in light of the circumstances under which such information was provided, not misleading. As of the
Restatement Date, there is no fact known to any Responsible Officer of such Credit Party that has, or could reasonably be expected to have, a Material Adverse Effect, which fact has not been set forth herein, in the financial statements of Swiss
Holdings and its Subsidiaries furnished to the Administrative Agent and/or the Lenders, or in any certificate, opinion or other written statement made or furnished by the Credit Parties to the Administrative Agent and/or the Lenders. 

Section 5.9 Absence of Default. No Default or Event of Default has occurred and is continuing or would result from the
consummation of any transaction contemplated by this Agreement or any other Credit Document. 
 Section 5.10 Ownership
of Property; Liens. Each such Credit Party and its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such
defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of such Credit Party and its Subsidiaries is subject to no Liens, other than Liens permitted under
Section 8.3. 
 Section 5.11 Margin Regulations. Neither such Credit Party nor any of its Subsidiaries
is engaged principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock. No proceeds of the Loans will be used, directly or indirectly, to purchase or carry any Margin
Stock, to extend credit for such purpose or for any other purpose that could violate or be inconsistent with Regulations T, U or X or Section 7 of the Exchange Act. 
 Section 5.12 No Material Adverse Effect. There has been no Material Adverse Effect since December 31, 2011, and there exists no change, occurrence or development, either individually or
in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. 
 Section 5.13
Financial Matters. 
 (a) Holdings has heretofore furnished to the Administrative Agent copies of (i) the audited
consolidated balance sheets of Swiss Holdings and its Subsidiaries as of December 31, 2011 and 2010 and the related statements of income, stockholders’ equity and cash flows for the fiscal years or period then ended, together with the
opinion of Deloitte thereon, and (ii) the unaudited consolidated balance sheet of Swiss Holdings and its Subsidiaries as of March 31, 2012, and the related statements of income, stockholders’ equity and cash flows for the three-month
period then ended. Such consolidated financial statements have been prepared in 

  
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accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year end adjustments) and present fairly, in all material
respects, the financial position of Swiss Holdings and its Subsidiaries, and the results of their operations and their cash flows, as of the dates and for the periods indicated. Except for liabilities and obligations disclosed or provided for in the
most recent financial statements referred to above and the notes thereto or the most recent financial statements and the notes thereto delivered pursuant to Section 6.1, as of the date of such financial statements, none of the Credit
Parties had any material liability or obligation that, in accordance with GAAP, would have been required to have been disclosed or provided for in such financial statements or the notes thereto. 

(b) Holdings has heretofore furnished to the Administrative Agent copies of (i) the Annual Statements of each Material Insurance
Subsidiary as of December 31, 2011 and 2010 and for the fiscal years then ended, each as filed with the relevant Insurance Regulatory Authority, (collectively, the “Historical Statutory Statements”). The Historical Statutory
Statements (including the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared, in all material respects, in accordance with SAP (except as may be
reflected in the notes thereto), were in all material respects, in compliance with applicable Requirements of Law when filed and present fairly in all material respects the financial condition of the respective Material Insurance Subsidiaries
covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flows of the respective Material Insurance Subsidiaries covered thereby for the respective periods then ended. Except for
liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including reserves, policy and contract claims and statutory liabilities), no Material Insurance Subsidiary had, as of the date of its respective
Historical Statutory Statements, any material liabilities or obligations of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that, in accordance with SAP, would have been required to have been disclosed or
provided for in such Historical Statutory Statements. 
 (c) Neither (i) the board of directors of such Credit Party, a
committee thereof or an authorized officer of such Credit Party has concluded that any financial statement previously furnished to the Administrative Agent or any Lender should no longer be relied upon because of an error, nor (ii) has such
Credit Party been advised by its auditors that a previously issued audit report or interim review cannot be relied upon. 

Section 5.14 ERISA 
 (a) Each such Credit Party and its ERISA Affiliates is in compliance in all respects with the applicable provisions of ERISA, and each Plan is and has been administered in compliance in all respects with
all applicable Requirements of Law, including the applicable provisions of ERISA and the Code, except for any noncompliance that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No ERISA Event
(i) has occurred within the five-year period prior to the Restatement Date and is continuing, or (ii) to the knowledge of such Credit Party, is reasonably expected to occur with respect to any Plan, in either case that could reasonably be
expected, individually or in the aggregate, to have a Material Adverse Effect. No Plan has any Unfunded Pension Liability as of the date of the most 

  
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recent actuarial report applicable thereto, and no such Credit Party or any of its ERISA Affiliates has engaged in a transaction that would be subject to Section 4069 or 4212(c) of ERISA, in
either instance where the same could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. 
 (b) No such Credit Party nor any of its ERISA Affiliates has had a complete or partial withdrawal from any Multiemployer Plan for which there exists unsatisfied withdrawal liability that could reasonably
be expected, individually or in the aggregate, to have a Material Adverse Effect, and no such Credit Party nor any of its ERISA Affiliates would become subject to any withdrawal liability under ERISA that could reasonably be expected, individually
or in the aggregate, to have a Material Adverse Effect if such Credit Party or any such ERISA Affiliate were to withdraw completely from all Multiemployer Plans as of the most recent valuation date for the Multiemployer Plans. To the knowledge of
such Credit Party, no Multiemployer Plan is in “reorganization” or is “insolvent” within the meaning of such terms under ERISA. 
 (c) Each Foreign Pension Plan has been maintained in compliance with its terms and with the requirements of any and all applicable Requirements of Law and has been maintained, where required, in good
standing with applicable regulatory authorities, except where the failure to do any of the foregoing has not had, or could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. All contributions
required to be made with respect to a Foreign Pension Plan have been timely made, except where the failure to do any of the foregoing has not had, or could not reasonably be expected to have, either individually or in the aggregate, a Material
Adverse Effect. No Credit Party or any of its Subsidiaries has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan, except for any obligations which have not had, or could not reasonably be
expected to have, either individually or in the aggregate, a Material Adverse Effect. The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of the most recently ended
fiscal year of Swiss Holdings on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities (any such excess a “value
shortfall”), except for any such value shortfalls which have not had, or could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. 

Section 5.15 Environmental Matters. Except with respect to any matters that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, neither Swiss Holdings nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval
required for its business under any Environmental Law, or (ii) is involved in any suit, action or proceeding, or has received any written notice, complaint or other request for information from any Governmental Authority or other Person, with
respect to any actual or alleged Environmental Claims. For the avoidance of doubt, this Section 5.15 shall not apply to any suits, actions, claims or proceedings against Swiss Holdings and its Subsidiaries with respect to Primary
Policies and Reinsurance Agreements entered into in the ordinary course of business. 
 Section 5.16 Compliance with
Laws. Each such Credit Party and its Subsidiaries has timely filed all reports, documents and other materials required to be filed by it under all 

  
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applicable Requirements of Law with any Governmental Authority, has retained all records and documents required to be retained by it under all applicable Requirements of Law, and is otherwise in
compliance with all applicable Requirements of Law in respect of the conduct of its business and the ownership and operation of its properties, except for any failure to timely file, any failure to retain and any noncompliance that could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 
 Section 5.17 Regulated
Industries. No such Credit Party is (i) an “investment company,” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or (ii) required
to be licensed under The Investment Business Act of 2003 of Bermuda. 
 Section 5.18 Insurance. The assets,
properties and business of such Credit Party and its Material Subsidiaries are insured against such hazards and liabilities, under such coverages and in such amounts, as are customarily maintained by prudent companies similarly situated and under
policies issued by insurers of recognized responsibility. 
 Section 5.19 OFAC; PATRIOT Act. 

(a) To the best of its knowledge, neither such Credit Party nor its Subsidiaries, in each case that is subject to OFAC, is a Sanctioned
Person or does business in a Sanctioned Country or with a Sanctioned Person in violation of the economic sanctions of the United States administered by OFAC that are applicable to it, except where such violation could not reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect. 
 (b) Such Credit Party and its Subsidiaries, in each case
that is subject to the PATRIOT Act, is in compliance in all material respects with the provisions of the PATRIOT Act that are applicable to it. No part of the proceeds of the Loans hereunder will be used, directly or indirectly, for any payments to
any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in
violation of the United States Foreign Corrupt Practices Act of 1977, as amended. 
 Section 5.20 Security
Documents. The Security Documents create a valid and enforceable security interest in and Lien upon all right, title and interest of each Credit Party that is a party thereto in and to the Collateral purported to be pledged by it thereunder and
described therein, superior to and prior to the rights of all third persons and subject to no other Liens except as specifically permitted herein and therein. Other than the filing of a charge with the Bermuda Registrar of Companies, no filings or
recordings are required in order to ensure the enforceability, perfection or priority of the security interests created under the Security Documents, except for filings or recordings which shall have been previously made. 

Section 5.21 Status under Bermuda Law. With respect to each Borrower: 

(a) Such Borrower is subject to civil and commercial Requirements of Law with respect to its obligations under the Credit Documents, and
the execution, delivery, and performance by such Borrower of each of the Credit Documents to which it is a party constitute and will constitute private and commercial acts and not public or governmental acts. No such


  
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Borrower or any of its property has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) under the Laws of Bermuda in respect of its obligations under the Credit Documents; 
 (b)
The Credit Documents are in proper legal form under the laws of Bermuda for the enforcement thereof against such Borrower under the Requirements of Law of such jurisdiction, and to ensure the legality, validity, enforceability, priority, or
admissibility in evidence of the Credit Documents. It is not necessary to ensure the legality, validity, enforceability, priority, or admissibility in evidence of the Credit Documents against such Borrower that the Credit Documents be filed,
registered, or recorded with, or executed or notarized before, any court or other authority in Bermuda or that any registration charge or stamp or similar tax be paid on or in respect of the Credit Documents or any other document, except for
(i) the filing of a charge with the Bermuda Registrar of Companies, (ii) any such filing, registration, recording, execution, or notarization as has been made or is not required to be made until the Credit Document or any other document is
sought to be enforced, and (iii) any charge or tax as has been timely paid; 
 (c) As of the Restatement Date, there is no
tax, impost, duty, fee, assessment, or other governmental charge, or any deduction or withholding, imposed by any Government Authority in or of Bermuda either (i) on or by virtue of the execution or delivery of the Credit Documents or
(ii) on any payment to be made by such Borrower pursuant to the Credit Documents; and 
 (d) The execution, delivery, and
performance of the Credit Documents executed by such Borrower are, under applicable foreign exchange control regulations of Bermuda, not subject to any notification or authorization except (i) such as have been made or obtained or
(ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in clause (ii) shall be made or obtained as soon as is reasonably practicable). 

Section 5.22 Status under Swiss Law. With respect to Swiss Holdings: 

(a) Swiss Holdings is subject to Requirements of Law with respect to its obligations under the Credit Documents, and the execution,
delivery, and performance by Swiss Holdings of each of the Credit Documents to which it is a party will not constitute public or governmental acts. Neither Swiss Holdings nor any of its property has any immunity from jurisdiction of any court or
from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the Laws of Switzerland in respect of its obligations under the Credit Documents; 

(b) The Credit Documents are in proper legal form under the laws of Switzerland for the enforcement thereof against Swiss Holdings under
the Requirements of Law of such jurisdiction, and to ensure the legality, validity, enforceability, priority, or admissibility in evidence of the Credit Documents. It is not necessary to ensure the legality, validity, enforceability, priority, or
admissibility in evidence of the Credit Documents against Swiss Holdings that the Credit Documents be filed, registered, or recorded with, or executed or notarized before, any court or other authority in Switzerland or that any registration charge
or stamp or similar tax be paid on or in respect of the Credit Documents or any other document, 

  
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except for (i) any such filing, registration, recording, execution, or notarization as has been made or is not required to be made until the Credit Document or any other document is sought
to be enforced, and (ii) any charge or tax as has been timely paid; 
 (c) As of the Restatement Date, there is no tax,
impost, duty, fee, assessment, or other governmental charge, or any deduction or withholding, imposed by any Government Authority in or of Switzerland either (i) on or by virtue of the execution or delivery of the Credit Documents or
(ii) on any payment to be made by Swiss Holdings pursuant to the Credit Documents; and 
 (d) The execution, delivery, and
performance of the Credit Documents executed by Swiss Holdings are, under applicable foreign exchange control regulations of Switzerland, not subject to any notification or authorization except (i) such as have been made or obtained or
(ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in clause (ii) shall be made or obtained as soon as is reasonably practicable). 

ARTICLE VI 

AFFIRMATIVE COVENANTS 
 Until the termination of the Commitments, the termination or expiration of all Letters of Credit and the payment in full in cash of all principal and interest with respect to the Loans and all
Reimbursement Obligations together with all fees, expenses and other amounts then due and owing hereunder, each of the Credit Parties (solely as to itself and its Subsidiaries) covenants and agrees that,: 

Section 6.1 GAAP Financial Statements. Holdings will deliver to the Administrative Agent (for distribution to the Lenders):

 (a) As soon as available and in any event within forty-five (45) days (or, if earlier, the fifth Business Day following
the date upon which Swiss Holdings files its quarterly report under the Exchange Act rules and regulations) after the end of each of the first three fiscal quarters of each fiscal year, beginning with the fiscal quarter ending June 30, 2012,
unaudited consolidated and consolidating balance sheets of Swiss Holdings and its Subsidiaries as of the end of such fiscal quarter and unaudited consolidated and consolidating statements of income and unaudited consolidated statements of
comprehensive income, cash flows and changes in shareholders’ equity for Swiss Holdings and its Subsidiaries for the fiscal quarter then ended and for that portion of the fiscal year then ended, in each case setting forth comparative
consolidated figures as of the end of and for the corresponding period in the preceding fiscal year, all in reasonable detail and prepared in accordance with GAAP (subject to the absence of notes required by GAAP and subject to normal year-end
adjustments) applied on a basis consistent with that of the preceding quarter or containing disclosure of the effect on the financial condition or results of operations of any change in the application of accounting principles and practices during
such quarter; and 
 (b) As soon as available and in any event within ninety (90) days (or, if earlier, the fifth Business
Day following the date upon which Swiss Holdings files its annual report under 

  
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the Exchange Act rules and regulations) after the end of each fiscal year, beginning with fiscal year ending December 31, 2012, an audited consolidated and unaudited consolidating balance
sheet of Swiss Holdings and its Subsidiaries as of the end of such fiscal year and the related audited consolidated and unaudited consolidating statements of income and unaudited consolidated statements of comprehensive income, cash flows and
shareholders’ equity for Swiss Holdings and its Subsidiaries for the fiscal year then ended, including the notes thereto, in each case setting forth comparative consolidated figures as of the end of and for the preceding fiscal year, all in
reasonable detail and (with respect to the audited statements) certified by the independent certified public accounting firm regularly retained by Swiss Holdings or another independent certified public accounting firm of recognized national standing
reasonably acceptable to the Administrative Agent, together with a report thereon by such accountants that is not qualified as to going concern or scope of audit and to the effect that such consolidated financial statements present fairly, in all
material respects, the financial position of Swiss Holdings and its Subsidiaries, and the results of their operations and their cash flows, as of the dates and for the periods indicated, in accordance with GAAP. 

Section 6.2 Statutory Financial Statements. Holdings will deliver to the Administrative Agent (for distribution to the
Lenders) as soon as available and in any event within five Business Days after the required filing date, an Annual Statement of each of its Material Insurance Subsidiaries as of the end of each fiscal year beginning with the fiscal year ending
December 31, 2012, in the form filed with the Insurance Regulatory Authority in its jurisdiction of domicile, prepared in accordance with SAP, in each case applied on a basis consistent with that of the preceding reporting period or containing
disclosure of the effect on the financial condition or results of operations of any change in the application of accounting principles and practices during such year. 
 Documents required to be delivered pursuant to Section 6.1, Section 6.2 or Section 6.3(c) may, at Holdings’ option, be delivered electronically and, if so
delivered, shall be deemed to have been delivered on the date (i) on which Holdings posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Administrative Agent and the
Lenders; or (ii) on which such documents are posted on behalf of Holdings on Intralinks, SyndTrak or another relevant website, if any, to which each of the Administrative Agent and each Lender has access; provided that (x) upon the request
of the Administrative Agent or any Lender lacking access to the internet, Intralinks or SyndTrak, Holdings shall deliver paper copies of such documents to the Administrative Agent or such Lender (until a written request to cease delivering paper
copies is given by the Administrative Agent or such Lender) and (y) Holdings shall notify (which may be by a facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any documents. The Administrative Agent shall
have no obligation to request the delivery of, or to maintain copies of, the documents referred to in the proviso to the immediately preceding sentence or to monitor compliance by Holdings with any such request for delivery, and each Lender shall be
solely responsible for requesting delivery to it or maintaining its copies of such documents. 
 Section 6.3 Other
Business and Financial Information. Holdings will deliver to the Administrative Agent (for distribution to the Lenders): 

(a) Concurrently with each delivery of the financial statements described in Section 6.1, a Compliance Certificate in the
form of Exhibit C with respect to the period covered by the financial statements then being delivered, executed by a Financial Officer of Holdings, together with a Covenant Compliance Worksheet reflecting the computation of the respective
financial covenants set forth in ARTICLE VII of this Agreement as of the last day of the period covered by such financial statements; 

  
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 (b) Promptly upon filing with the relevant Insurance Regulatory Authority and in any event
within 150 days after the end of each fiscal year, beginning with the fiscal year ending December 31, 2012, a copy of any financial analysis or opinion prepared regarding the adequacy of such Material Insurance Subsidiary’s loss reserves
as of such fiscal year-end, together with a copy of its management discussion and analysis in connection therewith (but only if and to the extent required by the applicable Insurance Regulatory Authority with regard to such Material Insurance
Subsidiary), each in the format prescribed by the applicable insurance laws of such Material Insurance Subsidiary’s jurisdiction of domicile; 
 (c) Promptly after and in any event no later than the fifth Business Day after the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements
that Swiss Holdings or any of its Material Subsidiaries shall send or make available generally to its shareholders, (ii) all reports (other than earnings press releases) on Form 10-Q, Form 10-K or Form 8-K (or their successor forms) or
registration statements and prospectuses (other than on Form S-8 or its successor form) that Swiss Holdings or any of its Material Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of
Securities Dealers, Inc. or any national securities exchange, (iii) all reports on Form A (or any successor form) that any Material Insurance Subsidiary shall file with any Insurance Regulatory Authority, and (iv) all material filings made
under applicable state insurance holding company acts in the United States by Swiss Holdings or any of its Material Subsidiaries, including filings seeking approval of transactions with Affiliates; 

(d) Promptly after (and in any event within five Business Days after (or within three Business Days after in the case of clause
(i) below)) any Responsible Officer of any Credit Party obtaining knowledge thereof, written notice of any of the following: 
 (i) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer of such Credit Party specifying the nature of such Default or Event of Default, the period
of existence thereof and the action that such Credit Party has taken and proposes to take with respect thereto; 

(ii) the institution or threatened institution of any action or suit against or affecting Swiss Holdings or any of its
Subsidiaries, or any investigation or proceeding by any Insurance Regulatory Authority or other Governmental Authority (other than inquiries and routine periodic investigations or reviews), in which there is a reasonable likelihood of an adverse
determination which could reasonably be expected to result in a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 5.5 or this subsection (d);


  
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 (iii) the receipt by Swiss Holdings or any of its Subsidiaries from any
Insurance Regulatory Authority or other Governmental Authority of (i) any written notice asserting any failure by Swiss Holdings or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of
any action against Swiss Holdings or such Subsidiary or sets forth circumstances that, if taken or adversely determined, could reasonably be expected to have a Material Adverse Effect, or (ii) any written notice of any actual or threatened
suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of Swiss Holdings or any of its Subsidiaries,
as to which there is a reasonable possibility of an adverse determination which could reasonably be expected to result in a Material Adverse Effect; 
 (iv) the occurrence of any ERISA Event that has had, or could reasonably be expected to have, a Material Adverse Effect, together with (x) a written statement of a Responsible Officer of Swiss
Holdings specifying the details of such ERISA Event and the action that Swiss Holdings has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC
and (z) a copy of any notice delivered by the PBGC to Swiss Holdings or such ERISA Affiliate with respect to such ERISA Event; 
 (v) that any contribution required to be made with respect to a Foreign Pension Plan has not been timely made, except such contributions that could not reasonably be expected to have a Material Adverse
Effect, or that Swiss Holdings or any Subsidiary of Swiss Holdings may incur any liability pursuant to any Foreign Pension Plan as to which there is a reasonable possibility of liability which could reasonably be expected to have Material Adverse
Effect; 
 (vi) any material change in the accounting policies or reporting practices of Swiss Holdings or any of
its Subsidiaries; 
 (vii) any announcement by A.M. Best of any change in the Financial Strength Rating of any
Material Insurance Subsidiary; 
 (viii) the occurrence of any actual changes in any insurance statute or
regulation governing the investment or dividend practices of any Insurance Subsidiary that could reasonably be expected to have a Material Adverse Effect; and 
 (ix) any other matter or event that has, or could reasonably be expected to have, a Material Adverse Effect, together with a written statement of a Responsible Officer of Swiss Holdings setting forth the
nature and period of existence thereof and the action that Swiss Holdings has taken and proposes to take with respect thereto; 

(e) Promptly, notice of the receipt by Swiss Holdings or any of its Subsidiaries of any written notice of any denial of coverage or
claim, litigation or arbitration with respect to any Reinsurance Agreement to which it is a ceding party, involving unreserved claims in excess of 10% of Consolidated Tangible Net Worth; and 

  
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 (f) As promptly as reasonably practicable, such other information about the business,
condition (financial or otherwise), operations or properties of Swiss Holdings or any of its Material Subsidiaries (including any Plan or Foreign Pension Plan and any information required to be filed under ERISA) as the Administrative Agent or the
Required Lenders may from time to time reasonably request. 
 Section 6.4 Corporate Existence; Franchises; Maintenance
of Properties. Such Credit Party will, and will cause its Subsidiaries to, (i) except as expressly permitted otherwise by Section 8.1, maintain and preserve in full force and effect its legal existence, (ii) obtain,
maintain and preserve in full force and effect all other rights, franchises, licenses, permits, certifications, approvals and authorizations required by Governmental Authorities and necessary to the ownership, occupation or use of its properties or
the conduct of its business, except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect, (iii) continue to conduct and operate its businesses substantially as conducted and operated during the
present and preceding fiscal years except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect and (iv) keep all properties in good working order and condition (normal wear and tear excepted) and
from time to time make all necessary repairs to and renewals and replacements of such properties, except to the extent that any of such properties are obsolete or are being replaced and except to the extent the failure to do so could not reasonably
be expected to have a Material Adverse Effect. 
 Section 6.5 Compliance with Laws. Such Credit Party will, and will
cause each of its Subsidiaries to, comply in all respects with all Requirements of Law (including all Environmental Laws) applicable in respect of the conduct of its business and the ownership and operation of its properties, except to the extent
the failure so to comply could not have, or reasonably be expected to have, a Material Adverse Effect. 
 Section 6.6
Payment of Obligations. Such Credit Party will, and will cause each of its Subsidiaries to, (i) pay all liabilities and obligations as and when due (subject to any applicable subordination provisions), except to the extent failure to do
so could not reasonably be expected to have a Material Adverse Effect, and (ii) pay and discharge all Taxes, assessments and governmental charges or levies imposed upon it, upon its income or profits or upon any of its properties, prior to the
date on which penalties would attach thereto, and all lawful claims that, if unpaid, might become a Lien upon any of the properties of any Credit Party or any of their respective Subsidiaries; provided, however, that no Credit Party or
any of its Subsidiaries shall be required to pay any such liability, obligation, Tax, assessment, charge, levy or claim that is being contested in good faith and by proper proceedings and as to which such Credit Party or such Subsidiary is
maintaining adequate reserves with respect thereto in accordance with and to the extent required by GAAP. 
 Section 6.7
Insurance. Such Credit Party will, and will cause each of its Material Subsidiaries to, maintain with financially sound and reputable insurance companies insurance with respect to its assets, properties and business, against such hazards and
liabilities, of such types and in such amounts, as is customarily maintained by companies in the same or similar businesses similarly situated. 

  
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 Section 6.8 Maintenance of Books and Records; Inspection. Such Credit Party
will, and will cause each of its Subsidiaries to, (i) maintain adequate books, accounts and records, in which full, true and correct entries shall be made of all financial transactions in relation to its business and properties in all material
respects, and prepare all financial statements required under this Agreement, in each case in accordance with GAAP or SAP, as applicable, and in compliance with the requirements of any Governmental Authority having jurisdiction over it, and
(ii) permit employees or agents of the Administrative Agent or any Lender to visit and inspect its properties and examine or audit its books, records, working papers and accounts and make copies and memoranda of them, and to discuss its
affairs, finances and accounts with its officers and employees and, upon notice to Swiss Holdings, the independent public accountants of Swiss Holdings and its Subsidiaries (and by this provision the Credit Parties authorize such accountants to
discuss the finances and affairs of Swiss Holdings and its Subsidiaries), provided that, so long as no Default or Event of Default has occurred and is continuing, (i) such visits, inspections and discussions shall be made upon reasonable
notice and during normal business hours and shall be of a reasonable scope and length, (ii) such visits, inspections and discussions shall not unduly interfere with the business of any Credit Party, (iii) there shall be no more than two
such visits or inspections in any period of 12 consecutive calendar months and (iv) the costs to the Credit Parties of such visits or inspections shall be limited and shall not exceed, in any period of 12 consecutive calendar months
(x) $20,000 for the aggregate out-of-pocket expenses of the Administrative Agent and any Lenders plus (y) $50,000 for the fees and expenses of any third parties retained by the Administrative Agent, which are not Affiliates of the
Administrative Agent, for purposes of such visits or inspections. 
 Section 6.9 Dividends. Such Credit Party will
take all action necessary to cause its Subsidiaries to make such dividends, distributions or other payments to it as shall be permitted under all applicable laws and regulations and as shall be necessary for such Credit Party to make payments of the
Obligations in accordance with the terms of this Agreement. In the event the approval of any Governmental Authority or other Person is required in order for any such Subsidiary to make any such dividends, distributions or other payments to such
Credit Party, or for such Credit Party to make any such principal or interest payments, such Credit Party will forthwith exercise its commercially reasonable efforts and take all actions permitted by law and necessary to obtain such approval.

 Section 6.10 OFAC; PATRIOT Act Compliance. Each Credit Party that is subject to OFAC will, and will cause each of
its Subsidiaries that it is so subject to, (i) use commercially reasonable efforts to refrain from doing business in a Sanctioned Country or with a Sanctioned Person in violation of the economic sanctions of the United States administered by
OFAC, and (ii) provide, to the extent commercially reasonable, such information and take such actions as are reasonably requested by the Administrative Agent or any Lender in order to assist the Administrative Agent and the Lenders in
maintaining compliance with the PATRIOT Act. 
 Section 6.11 Collateral. 

(a) Pursuant to the Security Documents and as collateral security for the payment and performance of the Obligations, each Borrower shall
grant and convey, or cause to be granted and conveyed, to the Administrative Agent for its benefit and the benefit of the Lenders, a Lien and security interest in, to and upon the Collateral charged and pledged by it, prior and superior


  
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to all other Liens. Each Borrower shall cause the Collateral charged and pledged by it to be made subject to the Security Documents (in form and substance reasonably acceptable to the
Administrative Agent) necessary for the perfection of the Lien and security interest in, to and upon the Collateral and for the exercise by the Administrative Agent and the Lenders of their rights and remedies hereunder and thereunder. Each Borrower
shall promptly after the Restatement Date file a charge against the Collateral with the Bermuda Registrar of Companies and deliver evidence of such filing to the Administrative Agent no later than 30 days after the Restatement Date. 

(b) Each Borrower shall at all times cause its respective Collateral Base to equal or exceed the Minimum Collateral Amount attributable
to such Borrower at such time. If on any date the aggregate Credit Exposure attributable to such Borrower exceeds the Collateral Base of such Borrower at such time, such Borrower agrees to, within two Business Days of the date on which such Borrower
receives notice from the Administrative Agent thereof, pay or deliver to the Custodian an amount of Eligible Collateral (valued based on the respective Eligible Percentage applicable thereto) in an aggregate amount equal to such excess, with any
such Eligible Collateral to be held in such Borrower’s Custodial Account as additional security for all Obligations of such Borrower hereunder. 
 (c) Each Borrower shall deliver or cause to be delivered to the Administrative Agent a certificate executed by an Authorized Officer of such Borrower, in the form of Exhibit G or otherwise in a
form reasonably satisfactory to the Administrative Agent (which form may vary depending on the frequency of the delivery of such certificate and subject to the review and verification by the Administrative Agent), setting forth the aggregate Credit
Exposure to such Borrower, the fair market value of such Borrower’s Eligible Collateral by category and in the aggregate, the calculation of such Borrower’s Collateral Base and such other information as the Administrative Agent may
reasonably request (such certificate, a “Collateral Base Report”), (A) within ten (10) Business Days after the end of each calendar month, (B) at and as of such other times as the Administrative Agent may reasonably
request in its sole discretion and (C) at such other times as such Borrower may desire. 
 (d) Each Borrower shall cause
the Custodian to provide to the Administrative Agent, in a manner consistent with the terms of the relevant Account Control Agreement, information with respect to each of its Custodial Accounts, in a format to be agreed by the Administrative Agent
(acting reasonably), which information shall provide, without limitation, a detailed list of the assets in each such Custodial Account (including the amount of cash and a detailed description of the Collateral (including a breakdown listing the name
of each issuer, and the fair market value of the assets held of such issuer)), the fair market value of those assets and the pricing source of such valuation. 
 Section 6.12 Further Assurances. Such Credit Party will, and will cause each of its Material Subsidiaries to, make, execute, endorse, acknowledge and deliver any amendments, modifications or
supplements hereto and restatements hereof and any other agreements, instruments or documents, and take any and all such other actions, as may from time to time be reasonably requested by the Administrative Agent or the Required Lenders to perfect
and maintain the validity and priority of the Liens granted pursuant to the Security Documents and to effect, confirm or further assure or protect and preserve the interests, rights and remedies of the Administrative Agent and the Lenders under this
Agreement and the other Credit Documents. 

  
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 Section 6.13 Use of Proceeds. With respect to each Borrower, such Borrower will
use the proceeds of the Loans and the Letters of Credit, in each case, not in contravention of any Requirement of Law or of any Credit Document. The proceeds of the Loans shall not be used directly or indirectly in Switzerland, and the Letters of
Credit shall not be issued for the benefit of Swiss Holdings or any Subsidiary tax resident in Switzerland. 
 ARTICLE VII

 FINANCIAL COVENANTS 
 Until the termination of the Commitments, the termination or expiration of all Letters of Credit and the payment in full in cash of all principal and interest with respect to the Loans and all
Reimbursement Obligations together with all fees, expenses and other amounts then due and owing hereunder, each of the Credit Parties (solely as to itself and its Subsidiaries) covenants and agrees that: 

Section 7.1 Maximum Consolidated Indebtedness to Total Capitalization. The ratio of Consolidated Indebtedness to Total
Capitalization as of the last day of any fiscal quarter or fiscal year shall not be greater than 0.35 to 1.0. 

Section 7.2 Minimum Financial Strength Rating. (i) Each Material Insurance Subsidiary shall maintain a Financial
Strength Rating at all times and (ii) the Financial Strength Rating of each Material Insurance Subsidiary shall not be lower than “B++” at any time. 
 ARTICLE VIII 
 NEGATIVE COVENANTS 

Until the termination of the Commitments, the termination or expiration of all Letters of Credit and the payment in full in cash of all
principal and interest with respect to the Loans and all Reimbursement Obligations together with all fees, expenses and other amounts then due and owing hereunder, each of the Credit Parties (solely as to itself and its Subsidiaries) covenants and
agrees that: 
 Section 8.1 Fundamental Changes. Except as permitted under Section 8.4, such Credit
Party will not, and will not permit or cause any of its Subsidiaries to, liquidate, wind up or dissolve, or enter into any consolidation, merger or other combination, or agree to do any of the foregoing; provided, however,
(i) that any such Credit Party or any Subsidiary may merge into or consolidate with any other Person so long as (y) the surviving corporation is a Credit Party or a Wholly Owned Subsidiary of any Credit Party (and in any event, if any
Credit Party is a party to such merger or consolidation, the surviving corporation shall be a Credit Party, it being understood and agreed that in the case of a merger or consolidation between a Subsidiary of Swiss Holdings with Swiss Holdings, the
survivor corporation of such merger or consolidation shall be Swiss Holdings), and (z) immediately after giving effect thereto, no Default or Event of Default would occur or exist and (ii) any Subsidiary may liquidate, wind up or dissolve
if (x)

  
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such Subsidiary owns no more than a nominal amount of assets, has no more than a nominal amount of liabilities and does not actively conduct, transact or otherwise engage in any business or
operations and (y) such liquidation, winding up or dissolution is not materially disadvantageous to the Lenders. 

Section 8.2 Indebtedness. Such Credit Party will not permit or cause any of the Subsidiaries of Swiss Holdings (other than
Holdings) to create, incur, assume or permit to exist any Indebtedness, except for: 
 (i) the Obligations;

 (ii) Indebtedness of Subsidiaries of Swiss Holdings owing to Swiss Holdings or to other Subsidiaries of Swiss
Holdings, provided that if such Indebtedness is owed by a Credit Party, such Indebtedness (including any guarantees of such Indebtedness), if any, is subordinate to the Obligations on terms satisfactory to the Administrative Agent;

 (iii) Indebtedness consisting of current liabilities not for borrowed money incurred in the ordinary course of
business; 
 (iv) Indebtedness incurred by (A) any Insurance Subsidiary in respect of standby letters of
credit issued in connection with Primary Policies or Reinsurance Agreements entered into in the ordinary course of business, (B) any Insurance Subsidiary in respect of standby letters of credit issued to provide funds at Lloyd’s to support
Lloyd’s syndicated commitments of such Insurance Subsidiary, (C) any Insurance Subsidiary in respect of standby letters of credit issued to any Governmental Authority as required to conduct its business in the jurisdiction of such
Governmental Authority, (D) any Insurance Subsidiary in respect of guarantees issued to support obligations of any other Subsidiary of Swiss Holdings incurred in the ordinary course of business and (E) any Subsidiary in respect of standby
letters of credit issued to secure obligations of the type set forth in the definition of “Permitted Liens”; 
 (v) obligations (contingent or otherwise) existing or arising under any swap or futures contract or Hedge Agreement entered into by such Person in the ordinary course of business for the purpose of
hedging currency, commodity, credit, inflation or interest rate risk or other similar hedging arrangements; 

(vi) Indebtedness of any Person existing at the time such Person is merged into or consolidated with Swiss Holdings or any
of its Subsidiaries by Acquisition and any extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (x) no Default or Event of Default exists or arises
after giving effect to such Acquisition, (y) such Indebtedness was not incurred in contemplation of such Acquisition and (z) no Subsidiary (other than the existing obligor at the time such Person was acquired) shall incur or have any
direct or indirect liability for such Indebtedness; 
 (vii) Indebtedness in connection with securities lending
arrangements with financial institutions in the ordinary course of business; 

  
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 (viii) Indebtedness which is incurred in connection with any Lien permitted
under Section 8.3(iv); 
 (ix) Indebtedness incurred by any Subsidiary of Swiss Holdings organized or
incorporated in the United States of America or any political subdivision thereof in an aggregate Dollar Amount outstanding at any time not to exceed $600,000,000; provided that such Subsidiary shall not at any time own, directly or
indirectly, any Capital Stock of Allied World; 
 (x) Indebtedness arising under Guaranty Obligations of any
Subsidiary of Indebtedness owed by any other Subsidiaries of the type described in the foregoing clauses (i) through (v) and (vii) through (ix) above; provided that only Subsidiaries of Swiss Holdings organized or
incorporated in the United States of America or any political subdivision thereof are permitted to guarantee Indebtedness of the type described in the foregoing clause (ix); and 

(xi) Indebtedness not otherwise permitted by the foregoing clauses (i) through (x) above, provided that
the aggregate Dollar Amount of all such Indebtedness at any one time outstanding does not exceed $350,000,000. 

Section 8.3 Liens. Such Credit Party will not, and will not permit or cause any of its Subsidiaries to, directly or
indirectly, make, create, incur, assume or suffer to exist, any Lien upon or with respect to any part of its property or assets, whether now owned or hereafter acquired, other than the following: 

(i) Liens in favor of the Administrative Agent and the Lenders created by or otherwise existing under or in connection
with this Agreement and the Security Documents; 
 (ii) Permitted Liens; 

(iii) Liens on Invested Assets of any Subsidiary securing obligations permitted under Section 8.2(iv);

 (iv) Liens in respect of Capital Leases, synthetic lease obligations and purchase money obligations for fixed
or capital assets used by Swiss Holdings or any of its Subsidiaries in the ordinary course of its business, securing Indebtedness in an aggregate outstanding principal Dollar Amount not at any one time exceeding $250,000,000 and incurred solely to
pay all or a portion of the purchase price thereof; provided that any such Lien (A) shall attach to such property concurrently with or within ninety (90) days after the acquisition thereof by Swiss Holdings or such Subsidiary,
(B) shall not exceed the lesser of (y) the fair market value of such property or (z) the cost thereof to Swiss Holdings or such Subsidiary and (C) shall not encumber any other property of Swiss Holdings or any of its
Subsidiaries; 
 (v) Liens on Invested Assets of Swiss Holdings or any of its Subsidiaries not at any time
exceeding $300,000,000 securing Indebtedness of the type permitted under Section 8.2(v); 

  
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 (vi) Liens arising in connection with securities lending arrangements with
financial institutions in the ordinary course of business; and 
 (vii) Liens not otherwise permitted by the
foregoing clauses of this Section 8.3 securing Indebtedness in an aggregate outstanding principal Dollar Amount not at any one time exceeding $350,000,000. 
 provided, that no Lien (other than Liens pursuant to Section 8.3(i) or clause (i) of the definition of Permitted Liens or, with respect to the Collateral, Liens of the type
permitted under clause (vii) of the definition of Permitted Liens with respect to the applicable Custodial Agreement) shall be permitted to exist on the Capital Stock of any Insurance Subsidiaries or on the Collateral. 

Section 8.4 Disposition of Assets. Such Credit Party will not, and will not permit or cause any of its Material Subsidiaries
to, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) all or any portion of its assets, business or properties (including any Capital Stock of any Subsidiary), or enter into any arrangement
with any Person providing for the lease by such Credit Party or any Subsidiary as lessee of any asset that has been sold or transferred by such Credit Party or such Subsidiary to such Person, or agree to do any of the foregoing, except for:

 (i) sales of assets in the ordinary course of business for fair market value; 

(ii) the sale, lease or other disposition of assets by a Subsidiary of any Credit Party to such Credit Party or to another
Wholly Owned Subsidiary, to the extent permitted by applicable Requirements of Law and each relevant Insurance Regulatory Authority; provided that (x) immediately after giving effect thereto, no Default or Event of Default would occur or
exist, (y) unless permitted by Section 8.4(iii), in no event shall Swiss Holdings contribute, sell or otherwise transfer, or permit any Insurance Subsidiary to issue or sell, any of the Capital Stock of such Insurance Subsidiary to
any Person other than a Credit Party, and (z) such sale or disposition would not adversely affect the ability of any Insurance Subsidiary party thereto to pay dividends or otherwise make distributions in respect of its Capital Stock; and

 (iii) the sale or disposition of assets outside the ordinary course of business, provided that such
sales or dispositions shall not individually, or in the aggregate, exceed in any fiscal year 25% of Consolidated Net Worth determined as of the most recently ended fiscal quarter for which financial statements are available; provided further
that immediately after giving effect thereto, no Default or Event of Default would occur or exist. 
 Section 8.5
Transactions with Affiliates. Such Credit Party will not, and will not permit or cause any of its Subsidiaries to, enter into any transaction (including any purchase, sale, lease or exchange of property or the rendering of any service) with
any officer, director, stockholder or other Affiliate of such Credit Party or such Subsidiary other than: 
 (i)
transactions between or among any of the Credit Parties and their Wholly-Owned Subsidiaries, between or among any of such Wholly-Owned Subsidiaries, or between or among any of the Credit Parties; 

  
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 (ii) transactions with any officer, director, stockholder or other Affiliate
in good faith in the ordinary course of such Credit Party’s business and on terms materially no less favorable to such Credit Party or any Subsidiary than those that could have been obtained in a comparable transaction on an arm’s length
basis from a Person that is not an Affiliate; 
 (iii) any transaction permitted under Section 8.6;

 (iv) Permitted Transactions; 

(v) reasonable and customary fees paid to members of the board of directors (or similar governing body) of each of the
Credit Parties and its respective Subsidiaries and reimbursement of reasonable expenses of directors of each of the Credit Parties and its respective Subsidiaries; 

(vi) compensation arrangement for officers and other employees of each of the Credit Parties and its respective
Subsidiaries entered in the ordinary course of business; and 
 (vii) the provision of director’s,
officer’s and employee’s indemnification and insurance in the ordinary course of business. 
 Section 8.6
Restricted Payments. Such Credit Party will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, declare or make any dividend payment, or make any other distribution of cash, property or assets, in respect of
any of its Capital Stock or any warrants, rights or options to acquire its Capital Stock, or purchase, redeem, retire or otherwise acquire for value any shares of its Capital Stock or any warrants, rights or options to acquire its Capital Stock
(other than pursuant to and in accordance with stock option plans and other benefit plans for directors, officers or employees of Swiss Holdings and its Subsidiaries), or set aside funds for any of the foregoing, except (i) that any Subsidiary
may declare and pay dividends on or make distributions to any Credit Party or to a Wholly Owned Subsidiary or set aside funds for the foregoing, (ii) Swiss Holdings may declare and pay dividends on, make distributions in respect of or
repurchase, redeem, retire or otherwise acquire its Capital Stock or set aside funds for the foregoing so long as no Default or Event of Default has occurred and is continuing before or after giving effect to the declaration or payment of such
dividends, distributions, repurchases or other acquisitions, and (iii) Swiss Holdings and its Subsidiaries may declare and pay dividends in respect of any Hybrid Equity Securities or preferred stock if, at the time of and after giving effect to
any such payment, no Default or Event of Default under Section 9.1(a), clause (i) of Section 9.1(f), Section 9.1(g) or Section 9.1(h)) shall have occurred and be continuing. 

Section 8.7 Accounting Changes. Such Credit Party will not, and will not permit or cause any of its Subsidiaries to, make or
permit any material change in its accounting policies or reporting practices, except as may be required or permitted by GAAP or SAP, as applicable. 

  
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 Section 8.8 Private Act. No Borrower will become subject to a Private Act,
except such Private Acts which could not reasonably be expected to have a Material Adverse Effect. 
 ARTICLE IX

 EVENTS OF DEFAULT 
 Section 9.1 Events of Default. The occurrence of any one or more of the following events shall constitute an “Event of Default”: 

(a) A Credit Party shall fail to pay (i) any principal of any Loan or any Reimbursement Obligation when due or (ii) any
interest on any Loan or in respect of any L/C Disbursement, any fee or any other Obligation under this Agreement or under the other Credit Documents within five (5) days after such interest, fee or other amount becomes due in accordance with
the terms hereof or thereof; or 
 (b) Any Credit Party shall fail to, or fail to cause its Subsidiaries that are subject
thereto to, observe, perform or comply with any condition, covenant or agreement applicable to it contained in any of Section 2.13, Section 6.3(d)(i) or Section 6.4(i), ARTICLE VII and ARTICLE VIII;
or 
 (c) Any Credit Party shall fail to observe, perform or comply with any condition, covenant or agreement applicable to it
contained in Section 6.11(b), and such failure shall continue unremedied for a period of three (3) Business Days after the earlier of (y) the date on which a Responsible Officer of such Credit Party acquires knowledge thereof
and (z) the date on which written notice thereof is delivered by the Administrative Agent or any Lender to such Credit Party; or 
 (d) Any Credit Party shall fail to observe, perform or comply with any condition, covenant or agreement contained in this Agreement or any of the other Credit Documents other than those enumerated in
Section 9.1(a), (b) or (c), and such failure shall continue unremedied for a period of thirty (30) days after the earlier of (y) the date on which a Responsible Officer of such Credit Party acquires knowledge
thereof and (z) the date on which written notice thereof is delivered by the Administrative Agent or any Lender to such Credit Party; or 
 (e) Any representation or warranty made or deemed made by or on behalf of any Credit Party in this Agreement, any of the other Credit Documents or in any certificate, instrument, report or other document
furnished at any time in connection herewith or therewith shall prove to have been incorrect, false or misleading in any material respect as of the time made, deemed made or furnished; or 

(f) Swiss Holdings or any of its Subsidiaries shall (i) fail to pay when due (whether by scheduled maturity, acceleration or
otherwise and after giving effect to any applicable grace period or notice provision) (y) any principal of or interest on any Indebtedness (other than the Indebtedness incurred pursuant to this Agreement or a Hedge Agreement) having an
aggregate principal Dollar Amount of at least $25,000,000 or (z) any termination or other payment under any Hedge Agreement having a Net Termination Obligation of at least $25,000,000 or (ii) fail to observe, perform or comply with any
condition, covenant or agreement contained in any 

  
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agreement or instrument evidencing or relating to any such Indebtedness or such Hedge Agreement, or any other event shall occur or condition exist in respect thereof, and the effect of such
failure, event or condition is to cause, or permit the holder or holders of such Indebtedness or Hedge Agreement (or a trustee or agent on its or their behalf) to cause (with or without the giving of notice, lapse of time, or both), without regard
to any subordination terms with respect thereto, such Indebtedness or Hedge Agreement to become due, or to be prepaid, redeemed, purchased or defeased, prior to its stated maturity; or 

(g) Swiss Holdings or any of its Material Subsidiaries shall (i) file a voluntary petition or commence a voluntary case seeking
liquidation, winding-up, reorganization, dissolution, arrangement, readjustment of debts or any other relief under the Bankruptcy Code or under any other Debtor Relief Law now or hereafter in effect, (ii) consent to the institution of, or fail
to controvert in a timely and appropriate manner, any petition or case of the type described in Section 9.1(h) below, (iii) apply for or consent to the appointment of or taking possession by a custodian, trustee, receiver or similar
official for or of itself or all or a substantial part of its properties or assets, (iv) fail generally, or admit in writing its inability, to pay its debts generally as they become due, (v) make a general assignment for the benefit of
creditors or (vi) take any corporate action to authorize or approve any of the foregoing; or 
 (h) Any involuntary
petition or case shall be filed or commenced against Swiss Holdings or any of its Material Subsidiaries seeking liquidation, winding up, reorganization, dissolution, arrangement, readjustment of debts, the appointment of a custodian, trustee,
receiver or similar official for it or all or a substantial part of its properties or any other relief under the Bankruptcy Code or under any other Debtor Relief Law now or hereafter in effect, and such petition or case shall continue undismissed
and unstayed for a period of sixty (60) days; or an order, judgment or decree approving or ordering any of the foregoing shall be entered in any such proceeding; or 
 (i) Any one or more money judgments, writs or warrants of attachment, executions or similar processes involving an aggregate amount (to the extent not paid or fully bonded or covered by independent third
party insurance as to which the surety or insurer, as the case may be, has the financial ability to perform and either (i) has become substantially involved in the defense of such claim and has not denied coverage of such claim in writing or
(ii) has acknowledged liability for such claim in writing) in excess of $25,000,000 shall be entered or filed against any Credit Party or any Material Subsidiary or any of their respective properties and the same shall not be paid, dismissed,
bonded, vacated, stayed or discharged within a period of thirty (30) days or in any event later than five (5) days prior to the date of any proposed sale of such property thereunder; or 

(j) (i) Any ERISA Event shall occur or exist with respect to any Plan or Multiemployer Plan and, as a result thereof, together with all
other ERISA Events then existing, there shall exist a reasonable likelihood that Swiss Holdings or any ERISA Affiliate would incur liability to any one or more Plans or Multiemployer Plans or to the PBGC (or to any combination thereof) in excess of
$25,000,000, (ii) institution of any steps by any Credit Party or any other Person to terminate a Foreign Benefit Plan if as a result of such termination, any Credit Party or any of its respective Subsidiaries could be required to make a
contribution to such Foreign Benefit Plan, or could incur a liability or obligation to such Foreign Benefit Plan in excess of $25,000,000 or (iii) a contribution failure with respect to any Foreign Benefit Plan sufficient to give rise to a Lien
under applicable law in excess of $25,000,000 occurs; or 

  
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 (k) Any Insurance Regulatory Authority or other Governmental Authority having jurisdiction
shall issue any order of conservation, supervision, rehabilitation or liquidation or any other order of similar effect in respect of any Credit Party, Material Insurance Subsidiary or Material Subsidiary; or 

(l) Any Insurance Regulatory Authority or other Governmental Authority revokes or fails to renew any insurance license, permit, or
franchise of any Material Insurance Subsidiary, or imposes any restriction or condition on any insurance license, permit, or franchise of any Material Insurance Subsidiary, if such revocation, non-renewal, condition, or restriction is reasonably
likely to have a Material Adverse Effect; or 
 (m) Any material provision of any Credit Document, at any time after its
execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Credit Party contests in any manner the validity or
enforceability of any Credit Document; or any Credit Party denies that it has any or further liability or obligation under any Credit Document, or purports to revoke, terminate, or rescind any Credit Document, in any case other than (y) as
expressly permitted hereunder or thereunder or (z) the occurrence of the Final Expiry Date; or 
 (n) At any time, Holdings
or Allied World or any other Material Insurance Subsidiary shall cease to be a Wholly Owned Subsidiary of Swiss Holdings; or 

(o) Any Security Document shall for any reason cease to be in full force and effect or cease to be effective to give the Administrative
Agent a valid and perfected first priority security interest in and Lien upon the Collateral purported to be covered thereby, subject to no Liens other than Liens in favor of the Custodian, in any case other than (y) as expressly permitted
hereunder or thereunder or (z) the occurrence of the Final Expiry Date; or any authorized Person acting by or on behalf of any Borrower or any of their respective Subsidiaries shall deny or disaffirm in writing the enforceability of any
Security Document; or 
 (p) Any of the following shall occur: (i) any Person or group of Persons acting in concert as a
partnership or other group, shall, as a result of a tender or exchange offer, open market purchases, privately negotiated purchases or otherwise, have become, after the date hereof, the “beneficial owner” (within the meaning of such term
under Rule 13d-3 under the Exchange Act) of securities of Swiss Holdings representing 40% or more of the Total Voting Power of the then outstanding securities of Swiss Holdings ordinarily (and apart from rights accruing under special circumstances)
having the right to vote in the election of directors; or (ii) the Board of Directors of Swiss Holdings shall cease to consist of a majority of the individuals who constituted the Board of Directors as of the Restatement Date or who shall have
become a member thereof subsequent to the Restatement Date after having been nominated, or otherwise approved in writing, by at least a majority of individuals who constituted the Board of Directors of Swiss Holdings as of the Restatement Date (or
their replacements approved as herein required). 

  
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 Section 9.2 Remedies; Termination of Commitments, Acceleration, Etc. Upon and at
any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different
times: 
 (a) Declare the Commitments and the Issuing Banks’ obligation to issue Letters of Credit to be terminated,
whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Event, the Commitments and the Issuing Banks’ obligation to issue Letters of Credit shall automatically be terminated; 

(b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal
amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement, the Notes and the other Credit Documents, shall become immediately due and payable without
presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Credit Parties; provided that, upon the occurrence of a Bankruptcy Event
or an Event of Default pursuant to Section 9.1(k), all of the outstanding principal amount of the Loans and all other amounts described in this subsection (b) shall automatically become immediately due and payable without
presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Credit Parties; 

(c) Direct the Credit Parties to deposit (and each Credit Party hereby agrees, forthwith upon receipt of notice of such direction from
the Administrative Agent, to deposit) with the Administrative Agent from time to time such amount of cash as is equal to 100% of the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any such
Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the aggregate Letter of Credit Exposure as described in
Section 3.8; 
 (d) Enforce any or all of the Liens and security interests created pursuant to the Security
Documents and/or exercise any of the rights and remedies provided therein; 
 (e) Terminate any Letter of Credit or give a
notice of nonrenewal in respect thereof if permitted in accordance with its terms; and 
 (f) Exercise all rights and remedies
available to it under this Agreement, the other Credit Documents and applicable law. 
 Section 9.3 Remedies; Set
Off. In addition to all other rights and remedies available under the Credit Documents or applicable law or otherwise, upon and at any time after the occurrence and during the continuance of any Event of Default, each Lender, each Fronting Bank
and each of their respective Affiliates may, and each is hereby authorized at any such time and from time to time, to the fullest extent permitted by applicable law, without presentment, demand, protest or other notice of any kind, all of which are
hereby knowingly and expressly waived by the Credit Parties, to set off and to apply any and all deposits (general or special, time 

  
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or demand, provisional or final) and any other property at any time held (including at any branches or agencies, wherever located), and any other indebtedness at any time owing, by such Lender,
such Fronting Bank or any such Affiliate to or for the credit or the account of any Credit Party against any or all of the Obligations of such Credit Party now or hereafter existing under this Agreement or any other Credit Documents to such Lender
or such Fronting Bank, whether or not such Obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over
immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20(a)(ii) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in
trust for the benefit of the Administrative Agent, the Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such
Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that
such Lender, such Issuing Bank or their respective Affiliates may have. Each Lender and each Issuing Bank agrees to notify Swiss Holdings and the Administrative Agent promptly after any such setoff and application; provided that the failure
to give such notice shall not affect the validity of such setoff and application. 
 ARTICLE X 

THE ADMINISTRATIVE AGENT 
 Section 10.1 Appointment and Authority. Each of the Lenders (for purposes of this Article, references to the Lenders shall also mean each Issuing Bank) hereby irrevocably appoints Wells Fargo
to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by
the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Section 10.6, the provisions of this Article are solely for the benefit of the Administrative
Agent, the Lenders and the Issuing Banks, and no Credit Party shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents
(or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of
market custom, and is intended to create or reflect only an administrative relationship between contracting parties. 

Section 10.2 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and
powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context
otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other
advisory capacity for and generally engage in any kind of business with any Credit Party or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the
Lenders. 

  
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 Section 10.3 Exculpatory Provisions. The Administrative Agent shall not have any
duties or obligations except those expressly set forth herein and in the other Credit Documents and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent: 

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and
is continuing; 
 (b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby or by the other Credit Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as
shall be expressly provided for herein or in the other Credit Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent
to liability or that is contrary to any Credit Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or
termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and 
 (c) shall not, except as expressly
set forth herein and in the other Credit Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Credit Party or any Affiliate thereof that is communicated to or obtained by the
Person serving as the Administrative Agent or any of its Affiliates in any capacity. 
 The Administrative Agent shall not be
liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith
shall be necessary, under the circumstances as provided in Section 9.2 and Section 11.5) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by
final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent in writing
by Holdings, an Issuing Bank or a Lender. 
 The Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Credit Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in
connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Credit Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in ARTICLE IV or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to the Administrative Agent. 

  
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 Section 10.4 Reliance by Administrative Agent. The Administrative Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, internet or intranet website posting or other
distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been
made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the Issuance of a Letter of Credit, that by its terms must be fulfilled to the
satisfaction of a Lender or any Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or
such Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for one or more Credit Parties), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 
 Section 10.5 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Credit Document by or through
any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The
exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit
facility provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines
in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents. 
 Section 10.6 Resignation of Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders and Holdings. Upon receipt of any such notice of
resignation, the Required Lenders shall have the right, in consultation with Holdings, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no
such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent
may, on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify Holdings and the Lenders that no qualifying Person has accepted such
appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents
(except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Banks under any of the Credit 

  
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Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) except for any
indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Issuing Bank directly, until
such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and
become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent
shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Credit Parties to a successor Administrative
Agent shall be the same as those payable to its predecessor unless otherwise agreed in writing between Holdings and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Credit Documents, the
provisions of this Article and Section 11.1 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any
of them while the retiring Administrative Agent was acting as Administrative Agent. 
 Section 10.7 Non-Reliance on
Administrative Agent and Other Lenders. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it
has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related
Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Credit Document or any related
agreement or any document furnished hereunder or thereunder. 
 Section 10.8 No Other Duties, Etc. Anything herein
to the contrary notwithstanding, none of the Joint Arrangers, syndication agent, documentation agents or other agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Credit
Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder. 
 Section 10.9
Collateral and Guaranty Matters. 
 (a) The Administrative Agent is hereby authorized on behalf of the Lenders, without
the necessity of any notice to or further consent from the Lenders, from time to time (but without any obligation) to take any action with respect to the Collateral and the Security Documents that may be deemed by the Administrative Agent in its
discretion to be necessary or advisable to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Security Documents. 
 (b) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any


  
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Collateral (i) upon the occurrence of the “Termination Date” (as defined in the Security Agreements), (ii) constituting property sold or to be sold or disposed of as part of
or in connection with any disposition expressly permitted hereunder or under any other Credit Document or to which the Required Lenders have consented in writing or (iii) otherwise pursuant to and in accordance with the provisions of any
applicable Credit Document. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property pursuant to this
Section 10.9(b). 
 Section 10.10 Administrative Agent May File Proofs of Claim. In case of the pendency
of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan or other Obligation shall then be due and payable as herein
expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on such Credit Party) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans,
Reimbursement Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any
claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Banks and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Issuing Banks and the
Administrative Agent under Sections 2.9 and 11.1) allowed in such judicial proceeding; and 
 (b) to collect and
receive any monies or other property payable or deliverable on any such claims and to distribute the same; 
 and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each Issuing Bank to make such payments to the Administrative Agent and, in the event that the
Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.9 and 11.1. 
 Notwithstanding any in this Section 10.10 to the contrary, nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on
behalf of any Lender or any Issuing Bank any plan or reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or any Issuing Bank, or to authorize the Administrative Agent to vote in respect of the
claim of any Lender or any Issuing Bank in any such proceeding. 
 Section 10.11 The L/C Agent and the Fronting
Banks. The provisions of this ARTICLE X (other than Section 10.2) shall apply to the L/C Agent and the Fronting Banks mutatis mutandis to the same extent as such provisions apply to the Administrative Agent.


  
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 ARTICLE XI 
 MISCELLANEOUS 
 Section 11.1 Expenses; Indemnity; Damage
Waiver. 
 (a) The Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent
and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facility provided for herein, the preparation, negotiation, execution, delivery
and administration of the Commitment Letter, this Agreement and the other Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be
consummated), it being agreed that the expenses incurred in connection with the preparation, negotiation, execution and delivery of the Commitment Letter, this Agreement and the other Credit Documents on or before the Restatement Date shall be
subject to the limitations set forth in Section 6 of the Commitment Letter, (ii) all reasonable out-of-pocket expenses incurred by the L/C Agent or the Fronting Banks in connection with the Issuance of any Letter of Credit or any demand
for payment thereunder (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the L/C Agent, any Lender or any Issuing Bank (including the reasonable fees, charges and disbursements of any counsel for the
Administrative Agent, the L/C Agent, any Lender or any Fronting Bank), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Credit Documents, including its rights under this Section,
or (B) in connection with the Loans made or Letters of Credit Issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and
(iv) any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent or any Lender as a result of
conduct of any Credit Party or any Subsidiary of any Credit Party that violates a sanction enforced by OFAC. 
 (b) The
Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), the L/C Agent, each Fronting Bank, each Lender, and each Related Party of any of the foregoing persons (each such person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of one U.S., one Bermuda and one Swiss counsel for any
Indemnitee)(collectively, “Losses”), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of
the Commitment Letter, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the
transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Agent or any Fronting Bank, as the case may be, to honor a demand for payment
under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances on or from any property
owned or operated by any Credit Party, 

  
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or any Environmental Claim related in any way to any Credit Party to the extent such Losses arise out of or result from a Credit Extension by an Indemnitee under this Agreement, or (iv) any
actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory whether brought by a third party or by any Credit Party, and regardless of whether any
Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Credit Party against such Indemnitee for breach in bad faith of such
Indemnitee’s obligations hereunder or under any other Credit Document, if such Credit Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. 

(c) To the extent that the Credit Parties for any reason fail indefeasibly to pay any amount required under Section 11.1(a)
or Section 11.1(b) to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Agent, any Fronting Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent
(or any such sub-agent), the L/C Agent, such Fronting Bank or such Related Party, as the case may be, such Lender’s proportion (based on the percentages as used in determining the Required Lenders as of the time that the applicable unreimbursed
expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative
Agent (or any such sub-agent), the L/C Agent or any Fronting Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Agent or any Fronting Bank in
connection with such capacity. The obligations of the Lenders under this Section 11.1(c) are subject to the provisions of Section 2.3(d). 
 (d) To the fullest extent permitted by applicable law, each party to this Agreement or any Credit Document shall not assert, and hereby waives, any claim against any Indemnitee or any other party to this
Agreement or any Credit Document, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit
Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof, provided that nothing contained in this sentence shall limit any
Credit Party’s indemnity and reimbursement obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification under
Section 11.1(c). 
 (e) All amounts due under this Section shall be payable by the applicable Credit Party upon
demand therefor. 

  
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 Section 11.2 Governing Law; Submission to Jurisdiction; Waiver of Venue; Service of
Process. 
 (a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS SHALL (EXCEPT AS MAY BE EXPRESSLY OTHERWISE PROVIDED IN ANY
CREDIT DOCUMENT) BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES);
PROVIDED THAT EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT OR APPLICATION THEREFOR OR, IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE INTERNATIONAL STANDBY
PRACTICES OF THE INTERNATIONAL CHAMBER OF COMMERCE, AS IN EFFECT FROM TIME TO TIME (THE “ISP”), AND, AS TO MATTERS NOT GOVERNED BY THE ISP, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW, BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES). 
 (b) EACH PARTY HERETO IRREVOCABLY
AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE
COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES
THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY
SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER CREDIT DOCUMENT SHALL AFFECT ANY RIGHT THAT THE
ADMINISTRATIVE AGENT, ANY LENDER OR ANY FRONTING BANK MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AGAINST ANY CREDIT PARTY OR ANY OF THEIR RESPECTIVE PROPERTIES IN THE COURTS OF ANY
JURISDICTION. 
 (c) EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT IN ANY COURT REFERRED TO IN SECTION 11.2(B). EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. 

  
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 (d) EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR
NOTICES IN SECTION 11.4. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 

(e) ON OR PRIOR TO THE RESTATEMENT DATE, EACH OF THE CREDIT PARTIES SHALL APPOINT ALLIED WORLD ASSURANCE COMPANY
(U.S.) INC. (THE “PROCESS AGENT”), WITH AN OFFICE ON THE DATE HEREOF AT 199 WATER STREET,
16TH FLOOR, NEW YORK, NY 10038, UNITED STATES OF AMERICA,
AS ITS AGENT TO RECEIVE ON ITS BEHALF AND ITS PROPERTY SERVICE OF THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING, PROVIDED THAT A COPY OF SUCH PROCESS IS ALSO MAILED IN THE MANNER SET
FORTH IN SECTION 11.4. SUCH SERVICE MAY BE MADE BY MAILING OR DELIVERING A COPY OF SUCH PROCESS TO THE CREDIT PARTIES IN CARE OF THE PROCESS AGENT AT THE PROCESS AGENT’S ABOVE ADDRESS, AND THE CREDIT PARTIES HEREBY IRREVOCABLY
AUTHORIZE AND DIRECT THE PROCESS AGENT TO ACCEPT SUCH SERVICE ON THEIR BEHALF. THE CREDIT PARTIES ALSO IRREVOCABLY CONSENT TO SERVICE OF PROCESS IN THE MANNER PROVIDE FOR NOTICES IN SECTION 11.4. NOTHING IN THIS AGREEMENT WILL AFFECT THE
RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 
 Section 11.3 Waiver of
Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER
CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 
 Section 11.4 Notices;
Effectiveness; Electronic Communication. 
 (a) Except in the cases of notices and other communications expressly permitted
to be given by telephone (and except as provided in Section 11.4(b)), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or nationally recognized overnight courier service, mailed
by certified or registered mail, first class postage prepaid and return receipt requested, or sent by telecopier as follows: 
 (i) if to any Credit Party, the Administrative Agent, the L/C Agent or any Fronting Bank, to it at the address (or telecopier number) specified for such person on Schedule 1.1(a); and


  
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 (ii) if to any Lender, to it at its address (or telecopier number) set forth
in its Administrative Questionnaire. 
 Notices sent by hand or overnight courier service, or mailed by certified or registered
mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the
opening of business on the next Business Day for the recipient). Notices delivered through electronic communications to the extent provided in Section 11.4(b) shall be effective as provided in Section 11.4(b). 

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail
and internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to ARTICLE II or III if such Lender has notified the
Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or any Credit Party may, in its discretion, agree to accept notices and other communications to it hereunder by
electronic communication pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other
written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next
Business Day for the recipient, and (ii) notices or other communications posted to an internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing
clause (i) of notification that such notice or communication is available and identifying the website address therefor. 

(c) Any party hereto may change its address or telecopier number for notices and other communications hereunder by notice to the other
parties hereto (except that each Lender need not give notice of any such change to the other Lenders in their capacities as such). 
 (d) Each Credit Party hereby acknowledges that (a) the Administrative Agent and/or the Joint Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the
Credit Parties hereunder (collectively, “Credit Party Materials”) by posting the Credit Party Materials on IntraLinks, SyndTrak or another similar electronic system (the “Platform”). THE PLATFORM IS PROVIDED
“AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE CREDIT PARTY MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR
OMISSIONS FROM THE CREDIT PARTY MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF 

  
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MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE CREDIT
PARTY MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent, the Joint Arrangers or any of their respective Related Parties (collectively, the “Agent Parties”) have any liability to any Credit Party, any Lender, or
any other Person for losses, claims, damages, liabilities, or expenses of any kind (whether in tort, contract, or otherwise) arising out of any Credit Party’s or the Administrative Agent’s transmission of Credit Party Materials through the
Internet, except to the extent that such losses, claims, damages, liabilities, or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of
such Agent Party; provided, however, that in no event shall any Agent Party have any liability to any Credit Party, any Lender, or any other Person for indirect, special, incidental, consequential, or punitive damages (as opposed to
direct or actual damages). 
 Section 11.5 Amendments, Waivers, etc. No amendment, modification, waiver or discharge
or termination of, or consent to any departure by any Credit Party from, any provision of this Agreement or any other Credit Document shall be effective unless in a writing signed by the Required Lenders (or by the Administrative Agent at the
direction or with the consent of the Required Lenders), and then the same shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment or modification shall be
effective without the written consent of the Credit Parties and no such amendment, modification, waiver, discharge, termination or consent shall: 
 (a) increase the Commitment of any Lender without the written consent of such Lender; 
 (b) reduce the principal amount of any Loan or the amount of any Reimbursement Obligation of any Borrower in respect of any L/C Disbursement or reduce the rate of interest thereon, or reduce any fees or
other amounts payable hereunder, without the written consent of each Lender directly affected thereby; 
 (c) postpone the
scheduled date of payment of the principal amount of any Loan or for reimbursement of any L/C Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled
date of expiration of any Commitment or any Letter of Credit (other than an extension thereof pursuant to an “evergreen provision” or other similar automatic renewal provisions), without the written consent of each Lender directly affected
thereby; 
 (d) change or waive any provision of Section 2.14, any other provision of this Agreement or any other
Credit Document requiring pro rata treatment of any Lenders, in each case in a manner that would alter the pro rata sharing of payments required thereby, or this Section 11.5 without the consent of each Lender; 

(e) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) from the Liens under all
of the Security Documents without the consent of each Lender; 

  
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 (f) release any Guarantor from its guarantee obligations under ARTICLE XII without
the written consent of each Lender; 
 (g) change the percentage in the definition of the term “Required Lenders” or
any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; and provided
further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent; 

(h) amend, modify or waive any condition precedent to any Credit Extension set forth in Section 4.2 (including in connection
with any waiver of an existing Default or Event of Default) without the consent of the Required Lenders; 
 (i) unless agreed to
by the Fronting Banks, the L/C Agent or the Administrative Agent in addition to the Lenders required as provided hereinabove to take such action, affect the respective rights or obligations of the Fronting Banks, the L/C Agent or the Administrative
Agent, as applicable, hereunder or under any of the other Credit Documents. 
 and provided further that the Fee Letters may only
be amended or modified, and any rights thereunder waived, in a writing signed by the parties thereto. 
 Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each
affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and
(y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting
Lender and (ii) if the Administrative Agent and Holdings shall have jointly identified (each in its sole discretion) an obvious error or omission of a technical or immaterial nature, in each case, in any provision of the Credit Documents, then
the Administrative Agent and the applicable Credit Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not
objected to in writing by the Required Lenders within five Business Days following the posting of such amendment to the Lenders. 
 Section 11.6 Successors and Assigns. 
 (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Credit Party may assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of
Section 11.6(b), (ii) by way of participation in accordance with the provisions of Section 11.6(d) or (iii) by way of pledge or assignment of a security 

  
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interest subject to the restrictions of Section 11.6(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 11.6(d) and, to the extent
expressly set forth herein, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 

(b) Any Lender may, and, if demanded by Holdings pursuant to Section 2.18, shall at any time assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and Credit Extensions (including for purposes of this Section 11.6(b), participations in Participated Letters of
Credit) at the time owing to it); provided that: 
 (i) except in the case of an assignment of the entire
remaining amount of the assigning Lender’s Commitment and the Credit Extensions at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount
of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Credit Extensions of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not
be less than $5,000,000, unless each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, Holdings otherwise consents (each such consent not to be unreasonably withheld or delayed); 

(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this Agreement with respect to the Credit Extensions and its Commitment so assigned; 
 (iii) no such assignment shall be made unless any approval required under the definition of “Eligible Assignee” shall have been obtained; and 

(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee of $3,500 for each assignment and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. 

Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.6(c), from and after the
effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a
Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption
covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party 

  
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hereto) but shall continue to be entitled to the benefits of Section 2.15(a), Section 2.15(b), Section 2.16, Section 2.17 and Section 11.1
(and subject to the obligations thereof) with respect to facts and circumstances occurring prior to the effective date of such assignment; PROVIDED, HOWEVER, THAT NO LENDER MAY ASSIGN ANY OBLIGATION UNDER A SYNDICATED LETTER OF
CREDIT UNLESS SUCH SYNDICATED LETTER OF CREDIT IS EITHER AMENDED OR RETURNED BY THE BENEFICIARY AND REISSUED BY THE ADMINISTRATIVE AGENT, REMOVING OR AMENDING, AS THE CASE MAY BE, THE ASSIGNING LENDER’S PERCENTAGE OBLIGATIONS AND REPLACING OR
AMENDING THE SAME WITH A PERCENTAGE OBLIGATIONS OF THE ELIGIBLE ASSIGNEE; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver
or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender. If requested by or on behalf of the Eligible Assignee, each Borrower, at its own expense, will execute and deliver to the Administrative
Agent a new Note or Notes to the order of the Eligible Assignee (and, if the assigning Lender has retained any portion of its rights and obligations hereunder, to the order of the assigning Lender), as necessary to reflect, after giving effect to
the assignment, the Commitments and/or outstanding Loans, as the case may be, of the Eligible Assignee and (to the extent of any retained interests) the assigning Lender. Any assigning Lender who has requested a Note will return cancelled Notes to
the applicable Borrower upon such assignment. At the time of each assignment pursuant to this Section 11.6 to a Lender not already a Lender hereunder, such Lender shall provide to the applicable Borrowers and the Administrative Agent
such documentation required pursuant to Section 2.16(f) hereof. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.6(b) shall be treated for purposes
of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.6(d). 
 (c) The Administrative Agent, acting solely for this purpose as an agent of the Credit Parties, shall maintain at its address for notices referred to in Schedule 1.1(a) a copy of each
Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time
(the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Credit Parties, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the
terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by each of the Credit Parties and the Fronting Banks, at any reasonable time and from time
to time upon reasonable prior notice. 
 (d) Any Lender may at any time, without the consent of, or notice to, any Credit Party
or the Administrative Agent, sell participations to any Person (other than a natural person or a Credit Party or any Affiliates or Subsidiaries of a Credit Party) (each, a “Participant”) in all or a portion of such Lender’s
rights and/or obligations under this Agreement (including all or a portion of its Commitments and/or the Credit Extensions (including such Lender’s participations in Participated Letters of Credit) owing to it); provided that
(i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Credit Parties, the
Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender 

  
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in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 2.16(d)
with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or
other modification described in Section 11.5(a), Section 11.5(b), Section 11.5(c) or Section 11.5(d), that affects such Participant. 
 (e) The Credit Parties agree that each Participant shall be entitled to the benefits of Section 2.15 and Section 2.16 (subject to the requirements and limitations therein,
including the requirements under Section 2.16(f) ) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that a Participant shall not be
entitled to receive any greater payment under Section 2.15(a), Section 2.15(b) or Section 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such
Participant, unless in the case of Section 2.15(a) or Section 2.15(b), the sale of the participation to such Participant is made with the prior written consent of Holdings; provided, however, that such consent
shall be deemed withheld if, in connection with seeking the consent of Holdings, such Participant fails to provide Holdings with a calculation of the amount of any such greater payment under Section 2.15(a) or Section 2.15(b)
it would be entitled to receive as of the date of the sale of such participation. The Credit Parties agree that each Participant shall be entitled to the benefits of Section 2.16 (subject to the requirements and limitations therein,
including the requirements under Section 2.16(f) (it being understood that the documentation required under Section 2.16(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that Holdings is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Credit Parties, to comply
with Section 2.16(f) as though it were a Lender, and Section 2.16(f) shall be read accordingly. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Holdings, maintain a
register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Commitments and/or Credit Extensions under any Credit Document (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any
Commitments, Credit Extensions or its other obligations under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Credit Extension or other obligation is in registered form
under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register
as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as such) shall have no responsibility for maintaining a
Participant Register. 
 (f) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights
under this Agreement (including under its Notes, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve 

  
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Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto. 
 (g) The words “execution,” “signed,” “signature,” and words of like import in any
Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act or any state laws based on the Uniform Electronic
Transactions Act. 
 (h) Any Lender or Participant may, in connection with any assignment, participation, pledge or proposed
assignment, participation or pledge pursuant to this Section 11.6, disclose to the Eligible Assignee, Participant or pledgee or proposed Eligible Assignee, Participant or pledgee any information relating to Swiss Holdings and its
Subsidiaries furnished to it by or on behalf of any other party hereto, provided that such Eligible Assignee, Participant or pledgee or proposed Eligible Assignee, Participant or pledgee agrees in writing to keep such information confidential
to the same extent required of the Lenders under Section 11.11. 
 (i) Notwithstanding anything to the contrary
contained herein, if any Fronting Bank and/or the L/C Agent assigns all of its Commitments and Credit Extensions in accordance with this Section 11.6, such Fronting Bank and/or L/C Agent may upon at least 20 Business Days’ notice to
Holdings, and shall upon written notice received from Holdings, resign, respectively, as a Fronting Bank and/or L/C Agent upon written notice to Holdings and the Lenders or the receipt of such written notice from Holdings. Upon any such written
request or notice of resignation, Holdings shall have the right to appoint from among the Lenders a successor Fronting Bank and/or L/C Agent (subject to the acceptance by the Lender which will be the successor Fronting Bank and/or L/C Agent);
provided that no failure by Holdings to make such appointment shall affect the resignation of such Fronting Bank and/or the L/C Agent. Such Fronting Bank and L/C Agent shall retain all of the rights and obligations of a Fronting Bank
hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation and all obligations of the Credit Parties and the Lenders with respect thereto (including the right to require the Lenders to
fund participation interests pursuant to ARTICLE III). 
 Section 11.7 No Waiver. The rights and remedies of
the Administrative Agent and the Lenders expressly set forth in this Agreement and the other Credit Documents are cumulative and in addition to, and not exclusive of, all other rights and remedies available at law, in equity or otherwise. No failure
or delay on the part of the Administrative Agent or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude other or further
exercise thereof or the exercise of any other right, power or privilege or be construed to be a waiver of any Default or Event of Default. No course of dealing between any Credit Party, the Administrative Agent or the Lenders or their agents or
employees shall be effective to amend, modify or discharge any provision of this Agreement or any other Credit Document or to constitute a waiver of any Default or Event of Default. No notice to or demand upon any Credit Party in any case shall
entitle any Credit Party to any other or further notice or demand in similar or other circumstances 

  
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or constitute a waiver of the right of the Administrative Agent or any Lender to exercise any right or remedy or take any other or further action in any circumstances without notice or demand.

 Section 11.8 Survival. All representations, warranties and agreements made by or on behalf of any Credit Party in
this Agreement and in the other Credit Documents shall survive the execution and delivery hereof or thereof, the making and repayment of the Loans and the Issuance and repayment of the Letters of Credit. In addition, notwithstanding anything herein
to the contrary, the provisions of this Agreement and the other Credit Documents relating to indemnification or payment of costs and expenses, including the provisions of Section 2.15(a), Section 2.15(b),
Section 2.16, Section 2.17 and Section 11.1, shall survive the payment in full of all Credit Extensions, the termination of the Commitments and all Letters of Credit, and any termination of this Agreement or any
of the other Credit Documents. 
 Section 11.9 Severability. To the extent any provision of this Agreement is
prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in such jurisdiction, without prohibiting or invalidating such provision in any
other jurisdiction or the remaining provisions of this Agreement in any jurisdiction. 
 Section 11.10 Construction.
The headings of the various articles, sections and subsections of this Agreement and the table of contents have been inserted for convenience only and shall not in any way affect the meaning or construction of any of the provisions hereof. Except as
otherwise expressly provided herein and in the other Credit Documents, in the event of any inconsistency or conflict between any provision of this Agreement and any provision of any of the other Credit Documents, the provision of this Agreement
shall control. 
 Section 11.11 Confidentiality. 

(a) Each of the Administrative Agent, the L/C Agent, the Lenders, the Issuing Banks and the Fronting Banks acknowledges that the Credit
Parties consider the Information (as defined below) to include confidential, sensitive and proprietary information and agrees that it shall use reasonable precautions in accordance with its established procedures to keep the Information
confidential; provided, however that (i) it may make any disclosure of such Information to which any Credit Party gives its prior written consent, (ii) it may make any disclosure of such Information to any other party hereto,
(iii) it may make any disclosure of such Information in connection with the exercise of any remedies hereunder or under any other Credit Document or any action or proceeding relating to this Agreement or any other Credit Document or the
enforcement of rights hereunder or thereunder, (iii) any of such Information may be disclosed to it, its affiliates and their respective partners, directors, officers, employees, agents, advisors and other representatives (collectively,
“Representatives”) (it being understood that such Representatives shall be informed by it of the confidential nature of such Information and shall be directed to treat such information in accordance with the terms hereof) and
(iv) subject to an agreement containing provisions substantially the same as those of this Section, it may make any disclosure of such Information (x) to any assignee of or Participant in, or any prospective assignee of or Participant in,
any of its rights or obligations under this Agreement or (y) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction 

  
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relating to any Credit Party and its respective obligations. Each of the Administrative Agent, the L/C Agent, the Lenders, the Issuing Banks and the Fronting Banks agrees to be responsible for
any breach of this Section 11.11(a) that results from the actions or omissions of its Representatives. 
 (b) Each
of the Administrative Agent, the L/C Agent, the Lenders, the Issuing Banks and the Fronting Banks shall be permitted to disclose any Information in the event that it is required by law or regulation or requested by any Governmental Authority or
other Insurance Regulatory Authority (including any self-regulatory organization) or in connection with any legal proceedings; provided that (i) it agrees that it will promptly notify Swiss Holdings as soon as practical in the event of
any such disclosure request (other than at the request of a regulatory authority), unless such notification shall be prohibited by applicable law or legal process and (ii) it agrees to provide reasonable assistance to any Credit Party should
such Credit Party seek a protective order or other relief to prevent or limit such disclosure or to obtain confidential treatment for any Information so disclosed. 
 (c) Each of the Administrative Agent, the L/C Agent, the Lenders, the Issuing Banks and the Fronting Banks shall have no obligation hereunder with respect to any Information to the extent that such
information (i) is or becomes generally available to the public other than as a result of a disclosure by the Administrative Agent, the L/C Agent, the Lenders and the Fronting Banks or a Representative thereof in violation of this Agreement, or
(ii) was within its possession prior to its being furnished to it by or on behalf of the Credit Parties in connection with this Agreement or becomes available to it on a non-confidential basis from a source other than a Credit Party or its
agents, provided that the source of such information was not known by it to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to any Credit Party or any other party with
respect to such Information. 
 For purposes of this Section, “Information” means all non-public information
received from the Credit Parties relating to any Credit Party or any of their respective businesses, other than any such information that is available to the Administrative Agent, the L/C Agent, any Lender, any Issuing Bank or any Fronting Bank on a
nonconfidential basis prior to disclosure by any Credit Party. 
 Section 11.12 Judgment Currency. If, for the
purposes of obtaining judgment in any court or in respect of any tender made by any Credit Party, it is necessary to convert a sum due hereunder or under any other Credit Document in one currency into another currency, the rate of exchange used
shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given or such tender is made. The
obligation of any Credit Party in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Credit Documents shall, notwithstanding any tender or judgment in a currency (the “Judgment
Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following
receipt by the Administrative Agent or such Lender of any sum received or adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender may in accordance with normal banking procedures purchase the Agreement Currency with
the Judgment Currency. If the 

  
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amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or such Lender in the Agreement Currency, such Credit Party agrees, as a separate
obligation and notwithstanding any such judgment or tender, to indemnify the Administrative Agent or such Lender or the Person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than
the sum originally due to the Administrative Agent or such Lender in such currency, the Administrative Agent or such Lender agrees to return the amount of any excess to such Credit Party (or to any other Person who may be entitled thereto under
applicable law). 
 Section 11.13 Counterparts; Integration; Effectiveness. This Agreement may be executed in
counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Credit Documents constitute
the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof (except for the Fee Letters). Except as provided in
Section 4.1, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of
each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. 

Section 11.14 Disclosure of Information. The Credit Parties agree and consent to the Administrative Agent’s and the
Joint Arrangers’ disclosure of information relating to this transaction to Gold Sheets and other similar bank trade publications. Such information will consist of deal terms and other information customarily found in such publications.

 Section 11.15 USA PATRIOT Act Notice. Each Lender that is subject to the PATRIOT Act and the Administrative Agent
(for itself and not on behalf of any Lender) hereby notifies the Credit Parties that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies each Credit Party, which information
includes the names and addresses of the Credit Parties and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Credit Parties in accordance with the PATRIOT Act. 

ARTICLE XII 
 THE GUARANTY 
 Section 12.1 The Guaranty. 

(a) In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits
to be received by the Guarantors from the proceeds of the Loans and the Issuance of the Letters of Credit, each Guarantor hereby unconditionally, absolutely and irrevocably, and jointly and severally guarantees, as primary obligor and not merely as
surety, the full and punctual payment (whether at stated maturity, upon acceleration or otherwise) of all Obligations of each Borrower under the Credit Documents including the principal of and interest on the Loans and Reimbursement Obligations
owing by each Borrower pursuant to this Agreement. This Guaranty is a guaranty of payment and not of collection. 

  
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 Section 12.2 Guaranty Unconditional. The obligations of each Guarantor under
this ARTICLE XII shall be unconditional, absolute and irrevocable and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: 

(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other obligor
under any of the Credit Documents, by operation of law or otherwise; 
 (ii) any modification or amendment of or
supplement to any of the Credit Documents; 
 (iii) any release, non-perfection or invalidity of any direct or
indirect security for any obligation of any other obligor under any of the Credit Documents; 
 (iv) any change
in the corporate existence, structure or ownership of any obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other obligor or its assets or any resulting release or discharge of any obligation of any
other obligor contained in any of the Credit Documents; 
 (v) the existence of any claim, set-off or other
rights which any obligor may have at any time against any other obligor, the Administrative Agent, the L/C Agent, any Fronting Bank, any Lender or any other corporation or person, whether in connection with any of the Credit Documents or any
unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; 
 (vi) any invalidity or unenforceability relating to or against any other obligor for any reason of any of the Credit Documents, or any provision of applicable law or regulation purporting to prohibit the
payment by any other obligor of principal, interest or any other amount payable under any of the Credit Documents; 
 (vii) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any obligation of the Lenders’ rights with respect thereto; 

(viii) the addition or release of any Guarantor hereunder or the taking, acceptance or release of other guarantees of the
Obligations; or 
 (ix) any other act or omission to act or delay of any kind by any obligor, the Administrative
Agent, any Fronting Bank, any Lender or any other corporation or person or any other circumstance whatsoever (other than the defense of payment) which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or
defense to such Guarantor’s obligations under this ARTICLE XII. 
 Section 12.3 Discharge Only upon Payment
in Full; Reinstatement in Certain Circumstances. Each Guarantor’s obligations under this ARTICLE XII shall remain in full 

  
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force and effect until the Commitments of the Lenders hereunder shall have terminated, no Letters of Credit shall be outstanding and all Obligations payable by the Borrowers under the Credit
Documents shall have been paid in full. If at any time any payment of the principal of or interest on any Loan or any Reimbursement Obligation or any other Obligation payable by any Borrower under the Credit Documents is rescinded or must be
otherwise restored or returned upon the insolvency, bankruptcy or reorganization of such Borrower or otherwise, such Guarantor’s obligations under this ARTICLE XII with respect to such payment shall be reinstated as though such payment
had been due but not made at such time. 
 Section 12.4 Waiver by the Guarantors. Each Guarantor irrevocably waives
acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any corporation or person against any other obligor or any other corporation or person. Each
Guarantor warrants and agrees that each waiver set forth in this Section 12.4 is made with full knowledge of its significance and consequences, and such waivers shall be effective to the maximum extent permitted by law. 

Section 12.5 Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may
now have or hereafter acquire against any Borrower, or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under or in respect of this ARTICLE XII or any other Credit
Document, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender against any Borrower or any other guarantor, whether or not such claim,
remedy or right arises in equity or under contract, statute or common law, including the right to take or receive from any Borrower or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim, remedy or right, unless and until all Obligations payable under this Agreement shall have been paid in full in cash, no Letters of Credit shall be outstanding and the Commitments of the Lenders hereunder
shall have expired or been terminated. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the latest of (a) the payment in full in cash of all amounts payable under this
ARTICLE XII, and (b) the Final Expiry Date, such amount shall be received and held in trust for the benefit of the Lenders, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to
the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to all amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit
Documents, or to be held as collateral for any amounts payable under this ARTICLE XII thereafter arising. If (i) any Guarantor shall make payment to any Lender of all or any amounts payable under this ARTICLE XII, (ii) all
amounts payable under this ARTICLE XII shall have been paid in full in cash, and (iii) the Final Expiry Date shall have occurred, the Lenders will, at such Guarantor’s request and expense, execute and deliver to such Guarantor
appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the obligations resulting from such payment made by such Guarantor pursuant to this
ARTICLE XII. 
 Section 12.6 Stay of Acceleration. If acceleration of the time for payment of any amount
payable by any Borrower under any of the Credit Documents is stayed upon the 

  
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insolvency, bankruptcy or reorganization of such Borrower, all such amounts otherwise subject to acceleration under the terms of this Agreement shall nonetheless be payable by the Guarantors
under this ARTICLE XII forthwith on demand by the Administrative Agent made at the request of the Required Lenders. 

Section 12.7 Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) remain in full force
and effect until the later of (i) the payment in full in cash of all Obligations payable under this Agreement and (ii) the Final Expiry Date, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the
benefit of and be enforceable by the Lenders and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Lender may assign or otherwise transfer all or any portion of
its rights and obligations under this Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as and to the extent provided
in Section 11.6(b). 
 [THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their duly authorized officers as of the date first above written. 
  

			
	ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG,
		
	By:	 	 /s/ Joan H. Dillard

	Name:	 	Joan H. Dillard
	Title:	 	Executive Vice President and Chief Financial Officer
		
	By:	 	 /s/ Marchelle D. Lewis

	Name:	 	Marchelle D. Lewis
	Title:	 	Senior Vice President and Treasurer
	
	ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD
		
	By:	 	 /s/ Joan H. Dillard

	Name:	 	Joan H. Dillard
	Title:	 	Executive Vice President and Chief Financial Officer
		
	By:	 	 /s/ Marchelle D. Lewis

	Name:	 	Marchelle D. Lewis
	Title:	 	Senior Vice President and Treasurer
	
	ALLIED WORLD ASSURANCE COMPANY, LTD
		
	By:	 	 /s/ Joan H. Dillard

	Name:	 	Joan H. Dillard
	Title:	 	Executive Vice President and Chief Financial Officer
		
	By:	 	 /s/ Marchelle D. Lewis

	Name:	 	Marchelle D. Lewis
	Title:	 	Senior Vice President and Treasurer


 SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT 

SENIOR SECURED CREDIT FACILITY 







 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent, the L/C Agent, a Fronting Bank and as a Lender
		
	By:	 	 /s/ Casey Connelly

	Name:	 	Casey Connelly
	Title:	 	Director



  
 SIGNATURE PAGE
TO AMENDED AND RESTATED CREDIT AGREEMENT 
 SENIOR SECURED CREDIT FACILITY 








 
			
	CITIBANK, N.A., as Syndication Agent and a Lender
		
	By:	 	 /s/ Maureen Maroney

	Name:	 	Maureen Maroney
	Title:	 	Authorized Signatory



  
 SIGNATURE PAGE
TO AMENDED AND RESTATED CREDIT AGREEMENT 
 SENIOR SECURED CREDIT FACILITY 








 
			
	Bank of Montreal, Chicago Branch, as a Lender
		
	By:	 	 /s/ Yacouba Kane

	Name:	 	Yacouba Kane
	Title:	 	Vice President



  
 SIGNATURE PAGE
TO AMENDED AND RESTATED CREDIT AGREEMENT 
 SENIOR SECURED CREDIT FACILITY 








 
			
	ING BANK N.V., LONDON BRANCH, as a Lender
		
	By:	 	 /s/ N J Marchant

	Name:	 	N J Marchant
	Title:	 	Director
		
	By:	 	 /s/ M E R Sharman

	Name:	 	M E R Sharman
	Title:	 	Managing Director



  
 SIGNATURE PAGE
TO AMENDED AND RESTATED CREDIT AGREEMENT 
 SENIOR SECURED CREDIT FACILITY 








 
			
	Barclays Bank PLC, as a Lender
		
	By:	 	 /s/ Alicia Borys

	Name:	 	Alicia Borys
	Title:	 	Vice President



  
 SIGNATURE PAGE
TO AMENDED AND RESTATED CREDIT AGREEMENT 
 SENIOR SECURED CREDIT FACILITY 








 
			
	 The Bank of New York Mellon, as a Lender

		
	By:	 	 /s/ Richard G. Shaw

	Name:	 	Richard G. Shaw
	Title:	 	Vice President



  
 SIGNATURE PAGE
TO AMENDED AND RESTATED CREDIT AGREEMENT 
 SENIOR SECURED CREDIT FACILITY 








 
			
	Credit Suisse AG, as a Lender
		
	By:	 	 /s/ Daniel Schaeublin

	Name:	 	Daniel Schaeublin
	Title:	 	Director
		
	By:	 	 /s/ Ralf Hippenmeyer

	Name:	 	Ralf Hippenmeyer
	Title:	 	Director



  
 SIGNATURE PAGE
TO AMENDED AND RESTATED CREDIT AGREEMENT 
 SENIOR SECURED CREDIT FACILITY 








 
			
	DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ John S. McGill

	Name:	 	John S. McGill
	Title:	 	Director
		
	By:	 	 /s/ Virginia Cosenza

	Name:	 	Virginia Cosenza
	Title:	 	Vice President



  
 SIGNATURE PAGE
TO AMENDED AND RESTATED CREDIT AGREEMENT 
 SENIOR SECURED CREDIT FACILITY 








 
			
	Bank of America, N.A., as a Lender
		
	By:	 	 /s/ Matthew Peck

	Name:	 	Matthew Peck
	Title:	 	Vice President



  
 SIGNATURE PAGE
TO AMENDED AND RESTATED CREDIT AGREEMENT 
 SENIOR SECURED CREDIT FACILITY