Subject to the terms and conditions in this Agreement, each Lender hereby establishes a revolving credit facility for the Borrower in the maximum principal amount indicated opposite such Lender’s name in Exhibit “A” under the heading “Facility A Commitments”. The said credit facilities are established by the Lenders severally and not jointly, and are collectively referred to in this Agreement as “Facility A”. Each Advance by a Lender under the Non-Swingline Tranche shall be made in its Proportionate Share of the Non-Swingline Tranche.

Subject to the terms and conditions in this Agreement, the Lenders hereby establish, on a several and not joint or joint and several basis, in favour of the Borrower, a committed, non- revolving credit facility referred to as “Facility A”, in the maximum aggregate principal amount of Eighty Million Dollars ($80,000,000) (the “Facility A Limit”). Each Lender’s commitment in respect of Facility A shall be limited to the maximum principal amount indicated opposite such Lender's name in Exhibit "A" under the heading "Facility A Commitments". Each Advance by a Lender under Facility A shall be made by such Lender in its Proportionate Share of Facility A.

Subject to the terms and conditions in this Agreement, each Lender hereby establishes a committed, non-revolving credit facility for the Borrower in the maximum principal amount indicated opposite such Lender’s name in Exhibit “A” under the heading “Facility C Commitments”. The said credit facilities are established by the Lenders severally and not jointly, and are hereinafter collectively referred to as “Facility C”. Each Advance by a Lender under Facility C shall be made in its Proportionate Share of Facility C. The aggregate principal amount of all Advances under Facility C shall not exceed the Facility C Limit.

Upon and subject to the terms and conditions of this Agreement, and based and relying upon the representations and warranties set forth herein, the Lender agrees to provide a credit facility (the “Credit Facility”) to the Borrower.

The Borrower under Facility A shall, commencing on the first Repayment Date following the date falling:

Establishment. With respect to any Performance Awards Performance Objectives for Performance Awards may be expressed in terms of # earnings per share; # operating income; # return on equity or assets; # free cash flow; # net cash flow; # cash flow from operations; # EBITDA and/or adjusted EBITDA (including any adjusted EBITDA metric reported by the Company to securityholders or lenders); # revenue growth; # revenue ratios; # cost reductions; # cost ratios or margins; # overall revenue or sales growth; # expense reduction or management; # market position or market share; # total shareholder return; # return on investment; # earnings before interest and taxes (EBIT); # net income (before or after taxes); # return on assets or net assets; # economic value added; # shareholder value added; # cash flow return on investment; # net operating profit; # net operating profit after tax; # return on capital; # return on invested capital; # customer growth; # financial ratios, including those measuring liquidity, activity, profitability or leverage; # financing and other capital raising transactions; # strategic partnerships or transactions; # successful completion of acquisitions; or # any combination of or a specified increase in any of the foregoing or any other performance criteria as may be established by the Committee. Performance Objectives may be in respect of the performance of the Company, any of its Subsidiaries, any of its Divisions or any combination thereof. Performance Objectives may be absolute or relative (to prior performance of the Company or to the performance of one or more other entities or external indices) and may be expressed in terms of a progression within a specified range. The Performance Objectives with respect to a Performance Cycle shall be established by the Committee while the performance relating to the Performance Objectives remains substantially uncertain.

Establishment. RLI Corp. established the RLI Corp. Executives Deferred Compensation Plan effective January 1, 2005. Prior to that date, RLI provided similar deferred compensation opportunities to a select group of executives under certain Prior Agreements. All obligations under the Prior Agreements (including any predecessor arrangements) will be satisfied under the Prior Agreements, rather than under this Plan. On April 10, 2007, RLI restated the Plan, effective January 1, 2009, to comply with the requirements of the final regulations issued under Section 409A of the Code (“[Section 409A]”). RLI thereafter amended the Plan effective May 4, 2017 to make clear how partial (or fractional) shares are paid in a single or final payment. On January 1, 2020, RLI further restated the Plan to expand the types of investment and distribution alternatives available to Participants.

Establishment. The Parties hereby establish a joint steering committee (the “Joint Steering Committee” or the “JSC”) to oversee and coordinate the Development Activities and Commercialization of the Collaborative Products in the Collaborative Territory, and to encourage and facilitate the ongoing cooperation and communication between the Parties regarding matters related to such activities.

Establishment. With respect to any Performance Awards Performance Objectives for Performance Awards may be expressed in terms of # earnings per share; # operating income; # return on equity or assets; # free cash flow; # net cash flow; # cash flow from operations; # EBITDA and/or adjusted EBITDA (including any adjusted EBITDA metric reported by the Company to securityholders or lenders); # revenue growth; # revenue ratios; # cost reductions; # cost ratios or margins; # overall revenue or sales growth; # expense reduction or management; # market position or market share; # total shareholder return; # return on investment; # earnings before interest and taxes (EBIT); # net income (before or after taxes); # return on assets or net assets; # economic value added; # shareholder value added; # cash flow return on investment; # net operating profit; # net operating profit after tax; # return on capital; # return on invested capital; # customer growth; # financial ratios, including those measuring liquidity, activity, profitability or leverage; # financing and other capital raising transactions; # strategic partnerships or transactions; # successful completion of acquisitions; or # any combination of or a specified increase in any of the foregoing or any other performance criteria as may be established by the Committee. Performance Objectives may be in respect of the performance of the Company, any of its Subsidiaries, any of its Divisions or any combination thereof. Performance Objectives may be absolute or relative (to prior performance of the Company or to the performance of one or more other entities or external indices) and may be expressed in terms of a progression within a specified range. The Performance Objectives with respect to a Performance Cycle shall be established by the Committee while the performance relating to the Performance Objectives remains substantially uncertain.

Establishment. The Operator shall determine the approximate amount necessary to defray the expenses set forth in [Section 2.7(a)] which shall be assessed against the Owners as a Special Assessment; provided, however, that the Operator may, in its discretion, prorate such Special Assessment over the remaining months of the calendar year or levy the full assessment immediately against each Lot subject to assessment. Special Assessments may be assessed against an individual Lot or Lots or fewer than all Lots in the Project in the reasonable discretion of the Operator based upon an equitable allocation of the Private Water Costs or Common Expenses comprising such Special Assessments to the Lots which are benefited by such Common Expenses. Any Special Assessment in excess of ten percent (10%) of the budgeted Regular Assessments of the Operator for the calendar year in which a Special Assessment is levied shall require approval by Members holding a majority of the voting power of the Association Members, and the Declarant for so long as Declarant owns any portion of the Project.