Common use of Amendment and Restatement; No Novation Clause in Contracts

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness or other Obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans and Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations.

Amendment and Restatement; No Novation. On the Restatement Date, the Original Credit Agreement is amended and restated in its entirety by this Agreement and (ai) This all references to the Original Credit Agreement constitutes an amendment in any Loan Document other than this Agreement (including in any amendment, waiver or consent) shall be deemed to refer to the Original Credit Agreement as amended and restatement restated hereby, (ii) all references to any section (or subsection) of the Existing Original Credit Agreement effective from and after the Restatement Effective Date. The execution and delivery of this Agreement in any Loan Document (but not herein) shall not constitute a novation of any Indebtedness or other Obligations owing be amended to be, mutatis mutandis, references to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery corresponding provisions of this Agreement. On , and (iii) except as the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described hereincontext otherwise provides, all loans references to this Agreement herein (including for purposes of indemnification and other obligations reimbursement of the Borrower outstanding as of such date under the Existing Credit Agreement fees) shall be deemed to be Loans reference to the Original Credit Agreement as amended and Obligations outstanding restated hereby. This Agreement is not intended to constitute, and does not constitute, a novation of the obligations and liabilities under the corresponding facilities described herein, without Original Credit Agreement (including the Obligations) or to evidence payment of all or any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance portion of such participationsobligations and liabilities. Except as expressly provided in any Loan Document, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) shall not cure any breach of the Original Credit Agreement or any “Default” or “Event of Default” thereunder existing prior to the Restatement Date and (ii) is limited as written and is not a consent to any other modification of any term or condition of any Loan Document, each of which shall remain in full force and effect. This Agreement shall not in any way release or impair the rights, duties, Obligations (as defined in the Original Credit Agreement) or Liens (as defined in the Original Credit Agreement) created pursuant to the Original Credit Agreement or any other Loan Document (as defined therein) or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Restatement Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by each of the Loan Party Parties. All Liens created under this the Original Credit Agreement remain in full force and effect. This Agreement shall constitute a Loan Document. As amended hereby, all terms of the Original Credit Agreement and the other Loan Documents are entitled to the benefits of the guarantees shall be and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, remain in full force and effect and is hereby ratified shall constitute the legal, valid, binding and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance enforceable obligations of the ObligationsLoan Parties party thereto.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Fourth Amended and Restated Credit Agreement (as amended) effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing Fourth Amended and Restated Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement, and the execution and delivery of the Restatement Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under this Agreement based on facts or events occurring or existing prior to the execution and delivery of the Restatement Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Fourth Amended and Restated Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Borrower outstanding as of such date under the Existing Fourth Amended and Restated Credit Agreement shall be deemed to be Loans and Loan Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters except that the Administrative Agent shall make such transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that the outstanding balance of such participationsLoans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments Commitment of the Lenders hereunder. (b) . In connection with furtherance of the foregoing, by signing each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature to this AgreementAgreement being conclusive evidence of such authorization). On the Restatement Effective Date, each Loan Party hereby confirms that notwithstanding the credit facilities described in the Fourth Amended and Restated Credit Agreement immediately prior to the effectiveness of this the Restatement Agreement shall be exchanged and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created replaced as described herein and in the Collateral DocumentsRestatement Agreement, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations the Administrative Agent shall make such transfers of funds as Guarantor are necessary in order that the outstanding balance of such Loans, together with respect to all any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Guaranteed ObligationsLenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (iii) each Loan Document such Xxxxxx’s signature or consent to which the Restatement Agreement being conclusive evidence of such Loan Party authorization). This Agreement is a party issubject to Section 5 of the Restatement Agreement, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its the terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent provisions of which are incorporated herein by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligationsreference as if fully set forth herein.

Amendment and Restatement; No Novation. On the Effective Date, subject to the satisfaction of the conditions set forth in Section 3.1, (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness or other Obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified amended and restated in its entirety by this Agreement and (i) all references to the Existing Credit Agreement in any Loan Document other than this Agreement (including in any amendment, waiver or consent) shall be deemed to refer to the Existing Credit Agreement as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Credit Agreement in any Loan Document (other than this Agreement) shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Credit Agreement as amended and restated hereby, (b) the Schedules attached hereto hereby replace in their entirety by the facilities described hereincorresponding Schedules attached to the Existing Credit Agreement prior to the Effective Date (including, all loans without limitation, Schedule 2.1 hereto which sets forth the Commitments with respect to the Initial Term Loan and other obligations the Revolving Loan Commitments) and (c) the Exhibits attached hereto hereby replace in their entirety the corresponding Exhibits attached to the Existing Credit Agreement prior to the Effective Date. This Agreement is not intended to constitute, and does not constitute, a novation of the Borrower outstanding as of such date obligations and liabilities under the Existing Credit Agreement shall be deemed (including the Obligations) or to be Loans and Obligations outstanding under the corresponding facilities described herein, without evidence payment of all or any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance portion of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunderobligations and liabilities. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement Agreement, effective from and after the Restatement Effective Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Closing Date, the credit facilities described in the Existing Credit Agreement Agreement, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, all loans and the “Initial Term Loans” and “Revolving Credit Loans” and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement Agreement, shall be deemed to be Initial Term Loans, Revolving Credit Loans and Obligations or other obligations, respectively, outstanding under the corresponding facilities described herein, without any further action by any Person, except that and participations in Letters connection therewith the Lenders under this Agreement shall make available to the Administrative Agent such amounts, and the Administrative Agent shall make such transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds, as are necessary in order that (i) the outstanding balances of such Term Loans reflect the respective Term Loan Commitments of the Term Loan Lenders hereunder and (ii) the outstanding balance of such participationsRevolving Credit Loans, together with any Revolving Credit Loans funded on the Restatement Effective Closing Date, reflect the respective Revolving Credit Commitments of the Revolving Credit Lenders hereunder. (b) In hereunder and the Borrower agrees to pay any amounts required pursuant to Section 5.9 in connection with such transfers as if all Loans under the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding Existing Credit Agreement were repaid on the effectiveness of this Agreement and Closing Date. No Swingline Loans are outstanding on the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the ObligationsClosing Date.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement Agreement, effective from and after the Restatement Effective Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness or other Obligations owing to (x) the Lenders or obligations and liabilities (including the Administrative Agent Obligations) under the Existing Credit Agreement based on facts or events occurring or existing the other Loan Documents as in effect prior to the execution and delivery of this AgreementClosing Date or (y) the Existing Credit Agreement or the other Loan Documents as in effect prior to the Closing Date. On the Restatement Effective Closing Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Borrower and each other Credit Party outstanding as of such date under the Existing Credit Agreement and the other Loan Documents shall be deemed to be Loans loans and Obligations obligations outstanding under the corresponding facilities described hereinherein and in the other Loan Documents, without any further action by any Person, and participations in Letters except that the Agent shall make such transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that the outstanding balance of such participationsLoans, together with any Loans funded on the Restatement Effective Closing Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with . From and after the Closing Date, all references to the “Credit Agreement” contained in the Loan Documents shall be deemed to refer to this Agreement. Nothing herein shall impair or adversely affect the continuation of the liability of the Credit Parties for the obligations or the security interests and Liens heretofore granted, pledged or assigned to the Agent pursuant to the Loan Documents. Notwithstanding the foregoing, by signing this Agreement, each Loan Party hereby confirms Lender party hereto that notwithstanding was a lender in respect of the Existing Credit Agreement immediately prior to the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled waives any claim for compensation pursuant to the benefits Section 10.7 of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the ObligationsExisting Credit Agreement.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement Agreement, effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement Agreement, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement Agreement, shall be deemed to be Loans loans and Obligations obligations outstanding under the corresponding facilities facility described herein, without any further action by any Person, and participations in Letters except that Administrative Agent shall make such transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, loans and obligations reflect the respective Loans and Commitments of the Lenders hereunder. hereunder in accordance with Schedule 2.1 (bit being understood that to effect the Loans, Commitments and Applicable Percentages, as applicable, in accordance with Schedule 2.1, (x) In connection all requisite assignments of commitments and/or loans shall be deemed to be made in such amounts among the Lenders and from each Lender to each other Lender, with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full same force and effect as if such assignments were evidenced by applicable Assignments and is hereby ratified and confirmed Assumptions (as defined in all respects and shall remain in full force and effect according to its terms the Existing Credit Agreement) under the Existing Credit Agreement (but without the payment of any related assignment fee) and (ivy) such Loan Party ratifies the parties hereby consent to all reallocations and confirms that all Liens grantedassignments of commitments and loans effected on the Effective Date pursuant to this Section 10.23 and waive any requirement for any other document or instrument, conveyedincluding any Assignment and Assumption (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or any Assignment and Assumption hereunder, or assigned necessary to give effect to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released reallocation or reduced, and continue to secure full payment and performance of the Obligationsassignment).

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement Agreement, as amended, effective from and after the Fourth Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to before the execution and delivery of this Agreement. On the Fourth Restatement Effective DateDate (and other than with respect to the LOTL Loans), the credit facilities described in the Existing Credit Agreement Agreement, as amended, shall be amended, supplemented, modified and restated in their entirety by the corresponding credit facilities described herein, and all loans and other obligations of the Borrower Borrowers and the obligations of the other Loan Parties outstanding or existing as of such date under the Existing Credit Agreement are and shall be deemed to be Loans loans and Obligations obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary for the outstanding balance of such Revolving Loans, together with any Revolving Loans funded on the Fourth Restatement Effective Date, to comport with the respective Revolving Commitments of the Revolving Lenders hereunder (and participations each Revolving Lender party hereto agrees to cooperate with the Administrative Agent in determining and making such transfers and in accepting such transfers). In furtherance of (but not limited to) the foregoing, (a) all interest and fees of the Loan Parties under the Existing Credit Agreement shall accrue at the rates therefor under the Existing Credit Agreement and shall, on and after the Fourth Restatement Effective Date, accrue at the rates set forth in this Agreement and be payable on the dates set forth in this Agreement and (b) all Letters of Credit issued pursuant to the Existing Credit Agreement and Swing Line Loans outstanding on the Fourth Restatement Effective Date are and shall be deemed to be reallocated as are necessary in order that the outstanding balance Letters of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing Credit under this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Original Credit Agreement Agreement, effective from and after the Restatement 2021 Amendment Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders or Lenders, the Administrative Agent Agent, or any Indemnitee under the Existing Original Credit Agreement or any other Loan Documents based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described Except as amended by and in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans and Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together accordance with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each all Loan Documents continue to be in full force and effect and are hereby in all respects ratified and confirmed. Each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby party hereto (i) consents to the Obligations amendment and restatement of the Original Credit Agreement by this Agreement, (ii) acknowledges and agrees that any prior grant or grants of Liens in favor of the Security Agent in its properties and assets under each Loan Document to which it is a party shall be in respect of the obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) reaffirms all prior grants of Liens in favor of the Security Agent under each Loan Document and all guarantees and indemnities granted to which such Loan Party is the Administrative Agent or any other Indemnitees. Except as provided herein, the execution, delivery and effectiveness of this Agreement shall not operate as a party iswaiver of any right, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, power or assigned to remedy of any Lender or the Administrative Agent by such Person pursuant to under any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the ObligationsLoan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Loan Documents. On and after the 2021 Amendment Effective Date, each reference in the other Loan Documents to “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Original Credit Agreement shall mean and be a reference to this Agreement.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment Upon the Effective Date, the terms and restatement conditions of the Existing Credit Agreement effective from are amended as set forth in, and after restated in their entirety and superseded by, this Agreement; provided, however, that (i) all “Loans,” “Letters of Credit,” and other indebtedness, obligations and liabilities outstanding under the Restatement Effective Date. The Existing Credit Agreement on such date shall continue to constitute Loans, Letters of Credit and other indebtedness, obligations and liabilities under this Agreement, (ii) the execution and delivery of this Agreement or any of the Loan Documents hereunder shall not constitute a novation novation, refinancing or any other fundamental change in the relationship among the parties, and (iii) the Loans, Letters of any Indebtedness or Credit, and other Obligations owing indebtedness, obligations and liabilities outstanding hereunder, to the Lenders or the Administrative Agent extent outstanding under the Existing Credit Agreement based on facts or events occurring or existing immediately prior to the date hereof, shall constitute the same loans, letters of credit, and other indebtedness, obligations and liabilities as were outstanding under the Existing Credit Agreement, except to the extent of any increases therein that become effective on the Effective Date. (b) Nothing in this Agreement shall be deemed to be a novation of any of the “Obligations” and “Secured Obligations” as defined in the Existing Credit Agreement. Notwithstanding any provision of this Agreement or any other Loan Document or instrument executed in connection herewith, the execution and delivery of this Agreement. On Agreement and the Restatement Effective Dateincurrence of Obligations hereunder shall be in substitution for, but not in payment of, the credit facilities described Obligations owed by the Borrower under the Existing Credit Agreement; provided, however, except as otherwise provided in the Loan Documents, in no event shall the Collateral (and Liens related thereto) or Guarantees securing the Existing Credit Agreement or the “Obligations” or “Secured Obligations” thereunder be deemed affected hereby, it being the intent and agreement of the parties that the Guarantees and the Liens on the Collateral granted to secure the Obligations of the parties in connection with the Existing Credit Agreement shall not be amendedextinguished and shall remain valid, supplemented, modified binding and restated in their entirety by enforceable securing the facilities described herein, all loans “Obligations” and other obligations of the Borrower outstanding as of such date “Secured Obligations” under the Existing Credit Agreement shall be deemed to be Loans and Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement as amended and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligationsrestated hereby.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement Agreement, as amended, effective from and after the Fifth Restatement Effective Date. The It is the express intent of the parties to this Agreement that (A) the execution and delivery of this Agreement shall not constitute a novation or extinguishment of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based but that such indebtedness and other obligations under the Existing Credit Agreement shall continue, uninterrupted, but on facts the amended and restated terms set forth in this Agreement and, as applicable, the other Loan Documents; (B) this Agreement does not supersede the Existing Credit Agreement but, instead, amends and restates the Existing Credit Agreement on the terms set forth herein; (C) the execution and delivery of any amendment to, or events occurring amendment and restatement of, any Collateral Document executed or existing prior to delivered in connection with the Existing Credit Agreement not constitute a novation or extinguishment of any security interest or Lien created under such Collateral Document; and (D) all security interests in and Liens on the Collateral granted under any Collateral Document executed or delivered in connection with the Existing Credit Agreement shall, upon the execution and delivery of this Agreement, continue, uninterrupted, to secure the Loan Parties’ indebtedness and obligations under the Loan Documents (as applicable) on the terms set forth in the such Collateral Document or, as applicable, any amendment to or amendment and restatement of such Collateral Document executed or delivered in connection with this Agreement). On the Fifth Restatement Effective Date, the credit facilities described in the Existing Credit Agreement Agreement, as amended, shall be amended, supplemented, modified and restated in their entirety by the corresponding credit facilities described herein, and all loans and other obligations of the Borrower Borrowers and the obligations of the other Loan Parties outstanding or existing as of such date under the Existing Credit Agreement are and shall be deemed to be Loans loans and Obligations obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary for the outstanding balance of such Revolving Loans, together with any Revolving Loans funded on the Fifth Restatement Effective Date, to comport with the respective Revolving Commitments of the Revolving Lenders hereunder (and participations each Revolving Lender party hereto agrees to cooperate with the Administrative Agent in determining and making such transfers and in accepting such transfers). In furtherance of (but not limited to) the foregoing, (i) all interest and fees of the Loan Parties under the Existing Credit Agreement shall accrue at the rates therefor under the Existing Credit Agreement and shall, on and after the Fifth Restatement Effective Date, accrue at the rates set forth in this Agreement and be payable on the dates set forth in this Agreement and (ii) all Letters of Credit issued pursuant to the Existing Credit Agreement and Swing Line Loans outstanding on the Fifth Restatement Effective Date are and shall be deemed to be reallocated as are necessary in order that the outstanding balance Letters of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing Credit under this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations.

Amendment and Restatement; No Novation. (a) This Agreement agreement constitutes an and amendment and restatement of the Existing Credit Loan Agreement effective from and after does not extinguish the Restatement Effective Date. The execution and delivery obligations for the payment of this Agreement shall not constitute a novation of any Indebtedness or other Obligations owing to the Lenders or the Administrative Agent money under the Existing Credit Loan Agreement based on facts or events occurring discharge or existing prior to release the execution Loan Obligations under, and delivery of this Agreement. On the Restatement Effective Dateas defined in, the credit facilities described in Existing Loan Agreement or the Lien or priority of any mortgage, pledge, security agreement or any other security therefore. Nothing contained herein shall be construed as a substitution or novation of the Loan Obligations outstanding under, and as defined in, the Existing Credit Loan Agreement or instruments securing the same, which shall be amendedremain in full force and effect, supplementedexcept as modified hereby or by instruments or documents executed concurrently herewith. Holdings, modified and restated in their entirety by the facilities described herein, all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans and Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated Borrower Subsidiary hereby (ia) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) agrees that each Loan Document to which such Loan Party it is a party is, and shall continue to be, in full force and effect effect, as modified by this Agreement and instruments or documents executed concurrently herewith, and is hereby ratified and confirmed in all respects except that on and shall remain after the Effective Date all references in full force and effect according to its terms and (iv) any such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is the "Financing Agreement," "thereto," "thereof," "thereunder" or words of like import referring to the Existing Loan Agreement shall mean the Existing Loan Agreement as amended and restated by this Agreement and (b) confirms and agrees that to the extent any such Loan Document purports to assign or pledge to the Agent Lender a party remain security interest in full force and effector Lien on, are not released or reduced, and continue to secure full payment and performance any collateral as security for the obligations of the ObligationsBorrower and Borrower Subsidiaries from time to time existing in respect of the Existing Loan Agreement and the Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all respects.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of On the Existing Credit Agreement effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness or other Obligations owing to , upon the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery effectiveness of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Original Credit Agreement shall be amended, supplemented, modified amended and restated in their its entirety by this Agreement. This Agreement shall not extinguish the facilities described hereinobligations for the payment of money outstanding under the Original Credit Agreement or discharge or release any Loan Document. Nothing herein contained shall be construed as a substitution, all loans and novation, accord or satisfaction of the obligations outstanding under the Original Credit Agreement or the other obligations Loan Documents. Nothing in this Agreement shall be construed as a release or other discharge of the Borrower outstanding as of such date or any other Obligor from its obligations and liabilities under the Existing Original Credit Agreement or the other Loan Documents. On the Effective Date, any and all references in any Loan Documents to the Original Credit Agreement shall be deemed to be Loans amended to refer to this Agreement. The Borrower hereby ratifies and Obligations outstanding reaffirms all of its liabilities and obligations under the corresponding facilities described herein, without any further action by any Person, Loan Documents and participations agrees that all such liabilities and obligations are carried forward in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents. The guaranties, liens, security interests, pledges, covenants and agreements set forth in the Loan Documents entered into in connection with the Original Credit Agreement are entitled made and granted to secure and support the benefits of Obligations under this Agreement as if the guarantees same were made or granted on the Effective Date and the security interests set forth or created herein and Loan Documents entered into in connection with the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and Original Credit Agreement shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect. The Borrower agrees to cooperate and use commercially reasonably efforts to promptly take, are not released or reducedcause to be taken, all actions and continue to secure full payment and performance of the Obligationspromptly do, or cause to be done, all things reasonably necessary, proper or advisable to fulfill its obligations hereunder.

Amendment and Restatement; No Novation. On the Effective Date, subject to the satisfaction of the conditions set forth in Section 5.1, (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness or other Obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified amended and restated in its entirety by this Agreement and (i) all references to the Existing Credit Agreement in any Loan Document, other than this Agreement (including in any amendment, waiver or consent) and the amendment and restatement agreement dated as of the Effective Date by and among the Administrative Agent, the Borrower, Holdings and others, shall be deemed to refer to the Existing Credit Agreement as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Credit Agreement in any Loan Document (but not herein or the amendment and restatement agreement dated as of the Effective Date by and among the Administrative Agent, the Borrower, Holdings and others) shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Credit Agreement as amended and restated hereby, (b) the Schedules attached hereto hereby replace in their entirety by the facilities described hereincorresponding Schedules attached to the Existing Credit Agreement prior to the Effective Date (including, all loans without limitation, Schedule 1.1B hereto which sets forth the Commitments) and other obligations (c) the Exhibits attached hereto hereby replace in their entirety the corresponding Exhibits attached to the Existing Credit Agreement prior to the Effective Date. This Agreement is not intended to constitute, and does not constitute, a novation of the Borrower outstanding as of such date obligations and liabilities under the Existing Credit Agreement shall be deemed (including the Obligations) or to be Loans and Obligations outstanding under the corresponding facilities described herein, without evidence payment of all or any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance portion of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunderobligations and liabilities. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement Agreement, as amended, effective from and after the Restatement Effective Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness debt or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Closing Date, the credit facilities described in the Existing Credit Agreement Agreement, as amended, shall be amended, supplemented, modified modified, renewed, extended and restated in their entirety by the credit facilities described herein, and all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement Agreement, as amended, to the extent not repaid in accordance with the terms herein, shall be deemed to be Loans and Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters except that the Administrative Agent shall make such transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that the outstanding balance of such participationsLoans, together with any Loans funded on the Restatement Effective Closing Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with On the foregoingClosing Date, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) all outstanding loans under the Obligations Existing Credit Agreement (“Existing Loans”) made by any Person that is a “Lender” under the Existing Credit Agreement which is not a Lender hereunder (each, an “Exiting Lender”) shall be repaid in full and the commitments and other obligations and rights (except as expressly set forth in the Existing Credit Agreement) of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral DocumentsExiting Lender shall be terminated, (ii) each Guarantor hereby confirms all outstanding Existing Loans constituting Revolving Credit Loans under the Existing Credit Agreement that are not being repaid under clause (i) above shall be Revolving Credit Loans hereunder in accordance with Section 2.01 and ratifies its continuing unconditional obligations the Administrative Agent shall make such transfers of funds as Guarantor are necessary in order that the outstanding balance of such Revolving Credit Loans, together with respect to all any Revolving Credit Loans funded on the Closing Date, are in accordance with the relevant Applicable Percentages of the Guaranteed ObligationsLenders hereunder, (iii) each there shall have been paid in cash in full all accrued but unpaid interest on the Existing Loans to the Closing Date, (iv) there shall have been paid in cash in full all accrued but unpaid fees under the Existing Credit Agreement due to the Closing Date and all other amounts, costs and expenses then owing to any of the Exiting Lenders, Lenders and/or Bank of America, as administrative agent under the Existing Credit Agreement (including any compensation for losses pursuant to Section 3.05 of the Existing Credit Agreement) and (v) all outstanding Existing Letters of Credit under the Existing Credit Agreement shall be Letters of Credit hereunder and all participation obligations of the Exiting Lenders with respect to the Existing Letters of Credit shall be released. (c) All security agreements and other documents and instruments granting a security interest or Lien in the assets of the Loan Document Parties that restate any previously granted security interest or Liens shall supersede any security agreements and other documents and instruments granting any such security interest that were executed and delivered in connection with the Existing Credit Agreement (the “Original Security Documents”), except for the security interests and Liens created under the Original Security Documents which shall remain valid, binding and enforceable security interests and Liens against the Loan Parties. All Original Security Documents shall continue to which such Loan Party is a party issecure the Secured Obligations as herein defined, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain be in full force and effect. The Lenders acknowledge that the intent of this paragraph is to maintain the priority of the security interests and Liens on the assets of Loan Parties to secure the Secured Obligations. (d) On the Closing Date, are not released or reducedthe Guaranty under Article XI of this Agreement is intended to, and continue to secure full payment does hereby, restate, renew, extend, modify, supersede, and performance replace any and all guaranties executed and delivered by any of the ObligationsLoan Parties pursuant to the Existing Credit Agreement.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Original Loan Agreement effective from and after the Restatement Effective Closing Date. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby are not intended by the parties to be, and shall not constitute constitute, a novation or an accord and satisfaction of the Obligations or any Indebtedness or other Obligations obligations owing to the Lenders Lender under the Original Loan Agreement or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the other agreements and documents executed in connection therewith. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder are not intended by the parties to be, and shall not constitute, a termination or release of any prior security interests granted to Agent under Section 3.1 of the Original Loan Agreement, but is intended to constitute a restatement and reconfirmation of the prior security interests granted under Section 3.1 of the Original Loan Agreement in favor of Agent (for the benefit of itself and the Lenders hereunder) in and to the Collateral. On the Restatement Effective Closing Date, the credit facilities and the terms and conditions thereof described in the Existing Credit Original Loan Agreement shall be amended, supplemented, modified amended and restated in their entirety replaced by the credit facilities and the terms and conditions thereof described hereinin this Agreement, and all loans Loans and other obligations Obligations of the Borrower outstanding as of such date the Closing Date under the Existing Credit Original Loan Agreement shall be deemed automatically to be Loans and Obligations of the Borrower outstanding under the corresponding facilities described herein, without any further action by any Personherein (such that all “Revolving Loans” as defined in and outstanding under the Original Loan Agreement on the Closing Date shall become Revolving Loans under this Agreement, and participations the “Term Loan” as defined in Letters of Credit and Swing Line Loans the Original Loan Agreement outstanding on the Closing Date shall be deemed to be reallocated as are necessary in order converted into a portion of the Initial Term Loan under this Agreement); provided, however, that the outstanding balance of such participations, together with any Loans funded interest accruing on the Restatement Effective DateRevolving Loan prior to the Closing Date shall be calculated at the rate of interest specified in the Original Loan Agreement, reflect and interest accruing on the respective Commitments Revolving Loan on and after the Closing Date shall be calculated at the rate of the Lenders hereunder. (binterest specified in Section 2.3(a) In connection with of this Agreement. Notwithstanding the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement amends, restates and replaces the transactions contemplated hereby (i) the Obligations of such Original Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligationsentirety.

Amendment and Restatement; No Novation. On the Closing Date, subject to the satisfaction of the conditions set forth in Section 4.1, (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness or other Obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified amended and restated in its entirety by this Agreement and (i) all references to the Existing Credit Agreement in any Loan Document other than this Agreement (including in any amendment, waiver or consent) shall be deemed to refer to the Existing Credit Agreement as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Credit Agreement in any Loan Document (but not herein) shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Credit Agreement as amended and restated hereby, (b) the Schedules attached hereto hereby replace in their entirety by the facilities described hereincorresponding Schedules attached to the Existing Credit Agreement prior to the Closing Date (including, all loans without limitation, Schedule 1.1 hereto which sets forth the Commitments and other obligations Applicable Percentages) and (c) the Exhibits attached hereto hereby replace in their entirety the corresponding Exhibits attached to the Existing Credit Agreement prior to the Closing Date. This Agreement is not intended to constitute, and does not constitute, a novation of the Borrower outstanding as of such date obligations and liabilities under the Existing Credit Agreement shall be deemed (including the Borrower Obligations) or to be Loans and Obligations outstanding under the corresponding facilities described herein, without evidence payment of all or any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance portion of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunderobligations and liabilities. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations.

Amendment and Restatement; No Novation. The parties to this Agreement agree that, upon (a) This the execution and delivery by each of the parties hereto of this Agreement constitutes an amendment and restatement (b) satisfaction or waiver of the conditions set forth in Section 3.1, the terms and provisions of the Existing Credit Agreement effective from shall be and after hereby are amended, superseded and restated in their entirety by the Restatement Effective Date. The execution terms and delivery provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation or termination of any Indebtedness or other the Obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Closing Date, the credit facilities described in the Existing Credit Agreement Agreement, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans “Revolving Credit Loans” and other obligations of the Borrower “Obligations” outstanding as of such date under the Existing Credit Agreement (to the extent not repaid on the Closing Date), shall be deemed to be Revolving Credit Loans and Obligations outstanding under the corresponding facilities described hereinhereunder, without any further action by any Person, except that Agent shall make such reallocations of Revolving Credit Commitments and participations in Letters transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that the outstanding balance of such participationsRevolving Credit Loans, together with any Revolving Credit Loans funded on the Restatement Effective Closing Date, reflect the respective Revolving Credit Commitments of the Lenders hereunder. (b) In hereunder and each Lender party hereto hereby waives any requirement to compensate such Lender for any and all losses, costs and expenses incurred by such Lender in connection with such reallocations and transfers required pursuant to Section 2.19(e) of the foregoing, by signing this Existing Credit Agreement, each Loan Party hereby confirms that notwithstanding . Certain lenders under the effectiveness of this Existing Credit Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party will not be Lenders under this Agreement and, on the Closing Date, the loans and the other Loan Documents are entitled to the benefits commitments of each such departing lender will be paid in full and terminated on a non-pro rata basis and each of the guarantees parties hereto hereby consents to such prepayment and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligationstermination.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement Loan Agreement, effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders Banks, the Issuing Banks or the Administrative Agent under the Existing Credit Loan Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement Loan Agreement, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Borrower Borrowers outstanding as of such date under the Existing Credit Agreement Loan Agreement, shall be deemed to be Loans loans and Obligations obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent and participations in Letters the Banks, as applicable, shall make such transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that the outstanding balance of such participationsLoans, together with any Loans funded on the Restatement Effective Date, reflect the respective Revolving Credit Commitment of the Banks hereunder. As of the Effective Date, the Revolving Credit Commitments of each financial institution party to the Lenders hereunder. Existing Loan Agreement as a bank that is identified on the signature pages hereto as an Exiting Bank (beach an “Exiting Bank”) In connection with shall be terminated and permanently reduced to zero. As of the foregoingEffective Date, by signing (x) all obligations owing to any Exiting Bank under the Existing Loan Agreement shall be paid in full, (y) each of the Exiting Banks shall cease to be a party to the Existing Loan Agreement and shall have no further rights or obligations thereunder and shall have no rights or obligations hereunder other than as set forth in this Section (other than any right or obligation, that pursuant to the Existing Loan Agreement, expressly survives a termination of the Revolving Credit Commitments) and (z) each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled Exiting Bank shall return to the benefits of the guarantees applicable Borrower any promissory note executed and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent delivered by such Person Borrower to such Exiting Bank pursuant to any the Existing Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the ObligationsAgreement.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness or other Obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective DateDate upon the satisfaction of the conditions precedent in Section 3.1, the credit facilities described in the Existing Credit Loan Agreement shall be amended, supplemented, modified amended and restated in their entirety by the facilities described herein, all loans and other obligations of the Borrower its entirety. The Existing Term Loan outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans and Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect Date shall be reallocated in accordance with the respective Commitments of the Lenders hereunderterms set forth in Section 2.1. (b) In The parties hereto acknowledge and agree that (i) this Agreement and the other Loan Documents, whether executed and delivered in connection with herewith or otherwise, do not constitute a novation or termination of the foregoingExisting Obligations under the Existing Loan Agreement as in effect prior to the Restatement Date and which remain outstanding and are in all respects continuing (as amended and restated hereby), by signing this Agreement, each (ii) the Liens and security interests as granted under the Existing Loan Party hereby confirms that notwithstanding the effectiveness Agreement and other Existing Loan Documents securing payment of such Existing Obligations are in all respects continuing and in full force and effect after giving effect to this Agreement and the transactions contemplated hereby and all such Liens granted to the Existing Agent shall be deemed to constitute Liens granted to the Agent on behalf of the Lenders under this Agreement, (iii) references in the Existing Loan Documents or the Loan Documents to the “Loan Agreement” shall be deemed to be references to this Agreement (as the same may be amended, restated, supplemented or otherwise modified from time to time), and to the extent necessary to effect the foregoing, each such Loan Document is hereby deemed amended accordingly, (iv) all of the terms and provisions of the Existing Loan Agreement shall continue to apply for the period prior to the Restatement Date, including any determinations of payment dates, interest rates, Events of Default or any amount that may be payable to the Agent or the Lenders (or their assignees or replacements hereunder), (v) the Existing Obligations under the Existing Loan Agreement shall continue to be paid or prepaid on or prior to the Restatement Date, and shall from and after the Restatement Date continue to be owing and be subject to the terms of this Agreement, (vi) all references in the Loan Documents to the “Lenders” or a “Lender” shall be deemed to refer to such terms as defined in this Agreement, and to the extent necessary to effect the foregoing, each such Loan Document is hereby deemed amended accordingly and (vii) any Defaults or Events of Default that are continuing under the Existing Loan Agreement shall constitute Defaults or Events of Default under this Agreement unless the same shall have been specifically waived in writing in accordance with this Agreement, and to the extent necessary to effect the foregoing, each such Loan Document is hereby deemed amended accordingly. (c) The Borrower, Loan Parties, Agent and Lenders acknowledge and agree that all principal, interest, fees, costs, reimbursable expenses and indemnification obligations accruing or arising under or in connection with the Existing Loan Agreement which remain unpaid and outstanding as of the Restatement Date shall be and remain outstanding and payable as an obligation under this Agreement and the other Loan Documents. (d) The parties hereto agree that as of the Restatement Date, (i) the Obligations of such Loan Party Lenders signatory hereto shall become “Lenders” under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor Lender shall have the Term Loan Commitment set forth on Schedule 1 hereto. Borrower hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect directs Agent to all apply the proceeds of the Guaranteed Obligations, (iii) each Term Loan Document made on the Restatement Date to which such Loan Party is a party is, the repayment on the Restatement Date of certain outstanding loans and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance obligations of the ObligationsBorrower owing to the Existing Lenders and to the payment of certain fees and expenses relating thereto. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement Agreement, effective from and after the Restatement Effective Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Closing Date, the credit facilities described in the Existing Credit Agreement Agreement, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement Agreement, shall be deemed to be Loans loans and Obligations obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters except that the Administrative Agent shall make such transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that the outstanding balance of such participationsLoans, together with any Loans funded on the Restatement Effective Closing Date, reflect the respective Commitments Revolving Credit Commitment of the Lenders hereunder. (b) . In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness Administrative Agent, the Borrower and the Lenders have agreed to transition from LIBOR (as defined in the Existing Credit Agreement) to Adjusted Term SOFR for Loans denominated in Dollars pursuant to the terms of this Agreement Agreement. On the Closing Date, each outstanding Eurocurrency Rate Loan (as defined in the Existing Credit Agreement) denominated in Dollars shall be deemed to constitute a SOFR Loan with an Interest Period as selected by the Borrower pursuant the Committed Loan Notice delivered in connection with the Closing Date, and the transactions contemplated Lenders hereby (i) the Obligations of such Loan Party under this Agreement and the waive any breakage costs or other Loan Documents are entitled amounts that would otherwise be payable pursuant to the benefits Section 3.05 of the guarantees and the security interests set forth or created herein and Existing Credit Agreement in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligationsconnection therewith.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement Agreement, effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement, nor shall it extinguish, terminate or impair the obligations or the rights or remedies of the Administrative Agent under the Existing Credit Agreement or any other Loan Document. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Borrower Loan Parties outstanding as of such date under the Existing Credit Agreement Agreement, shall be deemed to be Loans loans and Obligations other obligations outstanding under the corresponding facilities described herein, without any further action by any PersonPerson (including, without limitation, any Assignment and participations in Letters Assumption), except that the Administrative Agent shall make such transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that the outstanding balance of such participationsthe Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement. Except as expressly amended hereby, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms accordance with the provisions thereof on the date hereof, and (iva) such Loan Party the Borrower ratifies and confirms that all Liens reaffirms any grant of security interests and any liens granted, conveyedas the case may be, or assigned to any Agent under the Security Documents and (b) the Guarantor ratifies and reaffirms the guarantee of obligations by such Person pursuant to any Loan Document to which it the Guarantor. On the Effective Date, (a) the Commitment of each lender that is a party remain to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) shall automatically be terminated, all outstanding obligations owing to the Exiting Lenders shall be repaid in full force and effecteach Exiting Lender shall cease to be a Lender under the Existing Credit Agreement and this Agreement and (b) the participation interests of the Lenders in outstanding Participated Letters of Credit and Swingline Loans (including any Letters of Credit issued and Swingline Loans made under the Existing Credit Agreement) shall automatically be reallocated based on the Applicable Percentages of the Lenders as of the Effective Date. Each Exiting Lender shall return to the Borrower any promissory note executed and delivered by the Borrower to such Exiting Lender pursuant to the Existing Credit Agreement. The Borrower hereby provides notice that RenRe North America Holdings Inc. no longer, are not as of the date hereof, holds or is obligated to pay any Debt (other than Excluded Debt) and the parties hereto agree that RenRe North America Holdings Inc. is hereby released or reducedas a Guarantor as of the Effective Date, and but RenRe North America Holdings Inc. shall continue to secure full payment and performance be subject to the terms of Section 6.11. Any reference to the Credit Agreement or any of the Obligationsother Loan Documents herein or in any other Loan Documents shall refer to this Agreement and such other Loan Documents as amended hereby.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amends and restates the Existing Credit Agreement and all prior amendments to the Existing Credit Agreement, but does not constitute and is not intended to create a novation or accord and satisfaction; all of the Revolver Loans, Letters of Credit and other Obligations outstanding under the Existing Credit Agreement on the date hereof shall be deemed to be outstanding under this Agreement and shall be governed in all respects by, and shall accrue interest and be repaid in accordance with, this Agreement; and all security interests and other Liens granted or conveyed with respect to the Collateral pursuant to the Existing Credit Agreement and other Existing Loan Documents shall continue in effect and nothing in this Agreement shall be construed to constitute a termination, release or extinguishment of any Lien in favor of Administrative Agent that was in effect immediately prior to the effectiveness of this Agreement. Each Borrower acknowledges and agrees that the amendment and restatement of the Existing Credit Agreement effective from and after the Restatement Effective Date. The execution and delivery of by this Agreement shall is not constitute intended to constitute, nor does it constitute, a novation novation, interruption, suspension of any Indebtedness continuity, satisfaction, discharge or other Obligations owing to termination of the Lenders obligations, loans, liabilities, or the Administrative Agent indebtedness under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, all loans and other obligations of Existing Loan Documents or the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans collateral security and Obligations outstanding under the corresponding facilities described herein, without any further action by any Personguaranties therefor, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to all rights and benefits originally pertaining to the benefits of the guarantees Existing Credit Agreement and the other Existing Loan Documents. By executing this Agreement, Borrowers ratify and reaffirm all of their liabilities and obligations under the Existing Loan Documents and agree that all such liabilities and obligations are carried forward in this Agreement and the other Loan Documents. In addition to the additional Loan Documents executed and delivered on the Post-Confirmation Effective Date pursuant to this Agreement, the guaranties, liens, security interests interests, pledges, covenants and agreements set forth or created herein and in the Collateral Documents, (ii) Existing Loan Documents and each Guarantor hereby confirms of such other collateral security documents are made and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue granted to secure full payment and performance of support the ObligationsObligations under this Agreement as if the same were made or granted on the date hereof.

Amendment and Restatement; No Novation. In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrower, the Agents and the Lenders: (a) This Agreement constitutes an amendment The Borrower, the Administrative Agent, the Collateral Agent and restatement of the Existing Credit Agreement effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness or other Obligations owing to the Lenders or hereby agree that, on the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in terms and provisions of the Existing Credit Prepetition Term Loan Agreement shall be amended, supplemented, modified and hereby are amended and restated in their entirety by the facilities described terms, conditions and provisions of this Agreement, and the terms and provisions of the Prepetition Term Loan Agreement, except as otherwise expressly provided herein, all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans and Obligations outstanding under the corresponding facilities described herein, without any further action superseded by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder.this Agreement. 152 (b) In connection with Notwithstanding this amendment and restatement of the foregoing, by signing this Prepetition Term Loan Agreement, including anything in this Section 9.24, and of any related “Loan Documents” (as such term is defined in the Prepetition Term Loan Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (a) all Obligations (as defined in the Prepetition Term Loan Agreement) outstanding under the Prepetition Term Loan Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Effective Date, (b) each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the transactions contemplated hereby (i) the indebtedness, liabilities and Existing Obligations of such the Borrower and each Loan Party under this the Prepetition Term Loan Agreement or any other Prior Loan Document and (c) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder shall constitute a novation of the Prepetition Term Loan Agreement or of any of the other Prior Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional any obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations.thereunder. [Signature Pages Follow] 153

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amends and restates in its entirety the Existing Credit Agreement, and each Loan Party confirms that: except for the release of the Collateral (as defined in the Existing Credit Agreement) as further provided in this Section 11.16, the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) have at all times, since the date of the execution and delivery of such documents, remained in full force and effect. The Loans hereunder are a continuation of the Loans under (and as such term is defined in) the Existing Credit Agreement. On the Closing Date the commitments, loans and participations in Letters of Credit in effect and outstanding under the Existing Credit Agreement shall be reallocated by the Administrative Agent to the Lenders in accordance with the Revolving Credit Commitments set forth in Schedule 1.1(B). The Borrowers, the Administrative Agent, and the Lenders acknowledge and agree that the amendment and restatement of the Existing Credit Agreement effective from and after the Restatement Effective Date. The execution and delivery of any Loan Documents expressly amended by this Agreement shall is not constitute intended to constitute, nor does it constitute, a novation novation, interruption, suspension of any Indebtedness continuity, satisfaction, discharge or other Obligations owing to termination of the Lenders obligations, loans, liabilities, or the Administrative Agent indebtedness under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, all loans and other obligations Loan Documents thereunder (except for the release of the Borrower outstanding collateral security as of such date under the Existing Credit Agreement shall be deemed to be Loans and Obligations outstanding under the corresponding facilities described further provided herein, without any further action by any Person), and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to all rights and benefits originally pertaining to the benefits Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement). Notwithstanding that the Existing Credit Agreement is being amended and restated in its entirety by this Agreement, the Loans hereunder which are a continuation of the guarantees and Loans under the security interests set forth or created herein and in Existing Credit Agreement shall be unsecured going forward under this Agreement. As such, upon consummation of the Closing Date hereunder, all Liens on the Collateral Documents(as defined under the Existing Credit Agreement) shall be released and terminated. On the Closing Date, (ii) each Guarantor hereby confirms the Administrative Agent shall execute and ratifies its continuing unconditional obligations as Guarantor with respect provide to Borrowers for filing by Borrowers and/or their counsel any and all of releases and terminations necessary to release the Guaranteed Obligations, (iii) each collateral security under the Existing Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the ObligationsAgreement.

Amendment and Restatement; No Novation. On the Restatement Date, the Original Credit Agreement is amended and restated in its entirety by this Agreement and (ai) This all references to the Original Credit Agreement constitutes an amendment in any Loan Document other than this Agreement (including in any amendment, waiver or consent) shall be deemed to refer to the Original Credit Agreement as amended and restatement restated hereby, (ii) all references to any section (or subsection) of the Existing Original Credit Agreement effective from and after the Restatement Effective Date. The execution and delivery of this Agreement in any Loan Document (but not herein) shall not constitute a novation of any Indebtedness or other Obligations owing be amended to be, mutatis mutandis, references to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery corresponding provisions of this Agreement. On , and (iii) except as the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described hereincontext otherwise provides, all loans references to this Agreement herein (including for purposes of indemnification and other obligations reimbursement of the Borrower outstanding as of such date under the Existing Credit Agreement fees) shall be deemed to be Loans reference to the Original Credit Agreement as amended and Obligations outstanding restated hereby. This Agreement is not intended to constitute, and does not constitute, a novation of the obligations and liabilities under the corresponding facilities described herein, without Original Credit Agreement (including the Obligations) or to evidence payment of all or any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance portion of such participationsobligations and liabilities. Except as expressly provided in any Loan Document, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) shall not cure any breach of the Original Credit Agreement or any “Default” or “Event of Default” thereunder existing prior to the Restatement Date and (ii) is limited as written and is not a consent to any other modification of any term or condition of any Loan Document, each of which shall remain in full force and effect. This Agreement shall not in any way release or impair the rights, duties, Obligations (as defined in the Original Credit Agreement) or Liens (as defined in the Original Credit Agreement) created pursuant to the Original Credit Agreement or any other Loan Document (as defined therein) or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Restatement Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by each of the Loan Party Parties. All Liens created under this the Original Credit Agreement remain in full force and effect. This Agreement shall constitute a Loan Document. As amended hereby, all terms of the Original Credit Agreement and the other Loan Documents are entitled to the benefits of the guarantees shall be and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, remain in full force and effect and is hereby ratified shall constitute the legal, valid, binding and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance enforceable obligations of the Obligations.Loan Parties party thereto. THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Amendment and Restatement; No Novation. (a) This Agreement is being entered pursuant to Section 10.02(f) of the Existing Credit Facility and constitutes an amendment and restatement of the Existing Credit Agreement Facility, effective from and after the Restatement Effective Closing Date, subject to the terms and conditions set forth herein. The execution This Agreement is given as a substitution of, and delivery not as a payment of, the obligations of this the Borrower under the Existing Revolving Credit Agreement shall and is not intended to constitute a novation of any Indebtedness or other Obligations owing to the Lenders or the Administrative Agent under the Existing Revolving Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Closing Date, on the terms and subject to the conditions set forth herein, the credit facilities facility described in the Existing Credit Agreement Facility shall be increased, amended, supplemented, modified and restated in their its entirety by the facilities facility described herein, herein and all loans and other obligations of the Borrower outstanding as of such date incurred or arising under the Existing Credit Agreement Facility which are outstanding on the Closing Date shall continue and be re-evidenced as obligations under (and shall be deemed to be Loans governed by the terms of) this Agreement and Obligations outstanding under the corresponding facilities described hereinother applicable Loan Documents, without any further action by any Person; provided that this Agreement is not intended to, and participations in Letters shall not, amend any rights or obligations of any 2024 Non-Extending Lender under the Existing Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that Facility which expressly require the outstanding balance consent of such participations2024 Non-Extending Lender. For the avoidance of doubt, together with any Loans funded the amendment and restatement of the Existing Credit Facility hereby on the Restatement Effective Date, reflect Closing Date is subject to satisfaction (or waiver by the respective Commitments Lenders) of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests conditions precedent set forth or created herein in Section 4.01 hereto and in the Collateral Documents, event that such conditions are not satisfied (iior waived) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all the terms of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and Existing Credit Facility shall remain unchanged hereby and the Loan shall mature and be due and payable on the terms set forth in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the ObligationsExisting Credit Facility.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement Agreement, effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement Agreement, as amended, shall be amended, supplemented, modified amended and restated in their entirety by the credit facilities described herein, and all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement Agreement, as amended, shall be deemed to be Loans loans and Obligations obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters except that the Administrative Agent shall make such transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that the outstanding balance of such participationsAdvances, together with any Loans Advances funded on the Restatement Effective Date, reflect the respective Commitments Commitment of the Lenders hereunder. (b) In connection with On the foregoingEffective Date, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) all Advances made by any Person that is a “Lender” under the Obligations Existing Credit Agreement which is not a Lender hereunder (each, an “Exiting Lender”) shall be repaid in full and the commitments and other obligations and rights (except as expressly set forth in the Existing Credit Agreement) of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral DocumentsExiting Lender shall be terminated, (ii) all Term B Advances and Term C Advances (each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of defined in the Guaranteed ObligationsExisting Credit Agreement) shall be repaid, (iii) each all outstanding Advances not being repaid under clauses (i) and (ii) above shall be deemed Revolving Credit Advances or Term Advances (of the same Class (and any relevant sub-tranche) as constituted prior to the Effective Date), as applicable, hereunder and the Administrative Agent shall make such transfers of funds (all such transfers are deemed in compliance with the Loan Document to which such Loan Party is a party is, Documents and shall continue supersede any provisions in Section 2.06, 2.13, 9.01 or 9.07 to bethe contrary) as are necessary in order that the outstanding balance of such Revolving Credit Advances or Term Advances, as applicable, together with any Revolving Credit Advances and any Term Advances funded on the Effective Date, are in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and accordance with the Pro Rata Share or relevant Term Commitments, as applicable, of the Lenders hereunder, (iv) such Loan Party ratifies there shall have been paid in cash in full all accrued but unpaid interest on the Existing Obligations to the Effective Date, (v) there shall have been paid in cash in full all accrued but unpaid fees under the Existing Credit Agreement due to the Effective Date and confirms that all Liens grantedother amounts, conveyed, or assigned costs and expenses then owing to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the ObligationsExisting Lenders and/or the administrative agent under the Existing Credit Agreement, (vi) all outstanding Letters of Credit under the Existing Credit Agreement shall be Letters of Credit hereunder and (vii) all outstanding promissory notes issued by the Borrower to the Existing Lenders under the Existing Credit Agreement shall be promptly returned to the Administrative Agent which shall forward such notes to the Borrower for cancellation.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amends and restates in its entirety the Existing Credit Agreement, and the Borrower and the Guarantors confirm that: the Existing Credit Agreement, the other Loan Documents and the Collateral for the Obligations thereunder (as all such capitalized terms are defined in the Existing Credit Agreement) have at all times, since the date of the execution and delivery of such documents, remained in full force and effect and continued to secure such obligations which are continued as the Obligations hereunder as amended hereby. The Loans hereunder are a continuation of the Loans under (and as such term is defined in) the Existing Credit Agreement. The Borrower, the Guarantors, the Administrative Agent, and the Lenders acknowledge and agree that the amendment and restatement of the Existing Credit Agreement effective from and after the Restatement Effective Date. The execution and delivery of any Loan Documents expressly amended by this Agreement shall is not constitute intended to constitute, nor does it constitute, a novation novation, interruption, suspension of any Indebtedness continuity, satisfaction, discharge or other Obligations owing to termination of the Lenders obligations, loans, liabilities, or the Administrative Agent indebtedness under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, all loans and other obligations of Loan Documents thereunder or the Borrower outstanding collateral security therefor (except as of such date under the Existing Credit Agreement shall be deemed to be Loans and Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations collateral security is expressly modified in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together accordance with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such other Loan Party under Document amended in connection therewith), and this Agreement and the other Loan Documents are entitled to all rights and benefits originally pertaining to the benefits Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement). Notwithstanding the foregoing, as of the guarantees date hereof, (i) except to the extent specifically amended and restated on the security interests terms set forth or created herein and in the Collateral DocumentsGuaranty with respect to StormTech LLC, each of the Guarantors (other than StormTech LLC, the “Existing Guarantors”) under that certain Continuing Agreement of Guaranty and Suretyship, dated as of September 24, 2010 (as amended, restated, amended and restated or otherwise modified or supplemented from time to time, the “Existing Guaranty”) is hereby released from the Existing Guaranty and each such other Loan Document (as defined in the Existing Credit Agreement) to which such Guarantor is a party and such Existing Guaranty and such other Loan Document (as defined in the Existing Credit Agreement) is terminated with respect to each Existing Guarantor and any and all collateral pledged by each such Existing Guarantor under the Loan Documents (as defined in the Existing Credit Agreement) is hereby released and terminated and (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, Existing Guarantors (iiieach as a “Company” under the Intercompany Subordination Agreement (as defined in the Existing Credit Agreement)) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to released from its terms and (iv) obligations under such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the ObligationsIntercompany Subordination Agreement.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Second Amended and Restated Credit Agreement (as amended) effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing Second Amended and Restated Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement, and the execution and delivery of the Restatement Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under this Agreement based on facts or events occurring or existing prior to the execution and delivery of the Restatement Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Second Amended and Restated Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Borrower outstanding as of such date under the Existing Second Amended and Restated Credit Agreement shall be deemed to be Loans and Loan Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters except that the Administrative Agent shall make such transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that the outstanding balance of such participationsLoans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments Commitment of the Lenders hereunder. (b) . In connection with furtherance of the foregoing, by signing each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Lender’s signature to this AgreementAgreement being conclusive evidence of such authorization). On the Restatement Effective Date, each Loan Party hereby confirms that notwithstanding the credit facilities described in the Second Amended and Restated Credit Agreement immediately prior to the effectiveness of this the Restatement Agreement shall be exchanged and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created replaced as described herein and in the Collateral DocumentsRestatement Agreement, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations the Administrative Agent shall make such transfers of funds as Guarantor are necessary in order that the outstanding balance of such Loans, together with respect to all any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance Lenders hereunder. In furtherance of the Obligationsforegoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Lender’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization).

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after Upon the Restatement Effective Date. The , the terms and conditions of the Existing Loan Agreement are amended as set forth in, and restated in their entirety and superseded by, this Agreement; provided, however, that (i) all “Loans,” “Letters of Credit,” and other indebtedness, obligations and liabilities outstanding under the Existing Loan Agreement on such date shall continue to constitute Loans, Letters of Credit and other indebtedness, obligations and liabilities under this Agreement, (ii) the parties intend that the execution and delivery of this Agreement or any of the Loan Documents hereunder shall not constitute a novation, refinancing or any other fundamental change in the relationship among the parties, and (iii) the Loans, Letters of Credit, and other indebtedness, obligations and liabilities outstanding hereunder, to the extent outstanding under the Existing Loan Agreement immediately prior to the date hereof, shall constitute the same loans, letters of credit, and other indebtedness, obligations and liabilities as were outstanding under the Existing Loan Agreement, but in each case subject to the terms of this Agreement. (b) The parties intend that nothing in this Agreement shall be deemed to be a novation of any Indebtedness or other of the Obligations owing to the Lenders or the Administrative Agent under as defined in the Existing Credit Loan Agreement. Notwithstanding any provision of this Agreement based on facts or events occurring any other Loan Document or existing prior to instrument executed in connection herewith, the execution and delivery of this Agreement and the incurrence of Obligations hereunder shall be in substitution for, but not in payment of, the Obligations owed by the Borrowers under the Existing Loan Agreement. On ; provided, however, except as otherwise provided in the Loan Documents, in no event shall the Collateral (and Liens related thereto) securing the Existing Loan Agreement or the Obligations thereunder be deemed affected hereby, it being the intent and agreement of the parties that the Liens on the Collateral granted to secure the Obligations of the parties in connection with the Existing Loan Agreement shall not be extinguished and shall remain valid, binding and enforceable securing the Obligations under the Existing Loan Agreement, as amended and restated hereby. (c) All interest, fees and other obligations which are, as of the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, all loans and other obligations of the Borrower outstanding as of such date accrued under the Existing Credit Loan Agreement shall be deemed (regardless of the terms of Existing Loan Agreement) become due (on a pro rated basis, if applicable, to be Loans cover any stub or remaining periods) and Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed paid by Borrowers to be reallocated as are necessary in order that Agent (for the outstanding balance account of such participations, together with any Loans funded on each lender party to the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Existing Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and each Lender hereunder) at the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein time and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent manner established by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the ObligationsAgent.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of that certain Amended and Restated Security Agreement, dated as of January 28, 2013 by Xxxxxxxx and the Subsidiaries of the Borrower party thereto in favor of the Administrative Agent (the “Existing Credit Agreement Security Agreement”), effective from and after the Restatement Effective Date. The execution Closing Date and delivery the Existing Security Agreement will thereafter be of no further force and effect, but this Agreement shall is not in any way intended to constitute a novation of any Indebtedness or other Obligations owing to the Lenders or the Administrative Agent obligations and liabilities existing under the Existing Credit Security Agreement based on facts or events occurring to evidence payment of all or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, all loans and other obligations of the Borrower outstanding as any portion of such date under the Existing Credit Agreement shall be deemed to be Loans obligations and Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunderliabilities. (b) In connection with Each Debtor hereby reaffirms the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding Liens granted pursuant to the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Existing Security Agreement and the other Loan Documents are entitled to the benefits Administrative Agent for the benefit of the guarantees and the security interests set forth or created herein and in the Collateral DocumentsSecured Parties, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall Xxxxx will continue to be, in full force and effect during the term of this Agreement (and any renewals thereof) as security for the Secured Obligations. (c) On and after the Closing Date, (i) all references to the Existing Security Agreement in the Loan Documents (other than this Agreement) will be deemed to refer to the Existing Security Agreement as amended and restated by this Agreement; (ii) all references to any section (or subsection) of the Existing Security Agreement in any Loan Document (but not in this Agreement) will be deemed amended, mutatis mutandis, to refer to the corresponding provisions of this Agreement; and (iii) except as the context otherwise requires, on or after the Closing Date all references in this Agreement to this Agreement (including for purposes of indemnification and reimbursement of fees) will be deemed to be references to the Existing Security Agreement as amended and restated by this Agreement. (d) The amendment and restatement effected by this Agreement is limited as written and is hereby ratified not a consent to any other amendment, restatement, or waiver or other modification, whether or not similar, and, except as expressly provided in this Agreement or in any other Loan Document, all terms and confirmed in all respects and shall conditions of the other Loan Documents remain in full force and effect according to its terms and (iv) such unless otherwise specifically amended by this Agreement or by any other Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the ObligationsDocument.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement Agreement, effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified amended and restated in their entirety by the credit facilities described hereinherein (including all “Commitments” under the Existing Credit Agreement being restated in their entirety), and all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans loans and Obligations obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters except that the Administrative Agent shall make such transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that the outstanding balance of such participationsLoans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments Commitment of the Lenders hereunder. (b) In connection with On the foregoingEffective Date, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) all Loans made by any Person that is a “Lender” under the Obligations Existing Credit Agreement but that is not a Lender hereunder (each, a “Terminating Lender “) shall be repaid in full and the commitments and other obligations and rights (except as expressly set forth in the Existing Credit Agreement) of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral DocumentsTerminating Lenders shall be terminated, (ii) each Guarantor hereby confirms all outstanding Loans not being repaid under clause (i) above shall be deemed Loans hereunder and ratifies its continuing unconditional obligations the Administrative Agent shall make such transfers of funds (all such transfers are deemed in compliance with the Loan Documents) as Guarantor are necessary in order that the outstanding balance of such Loans, together with respect to all any Loans funded on the Effective Date, are in accordance with the pro rata share of the Guaranteed ObligationsLenders hereunder, (iii) each Loan Document all accrued and unpaid interest on the Existing Obligations to which such Loan Party is a party is, and the Effective Date shall continue to be, be paid in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and cash, (iv) such Loan Party ratifies all accrued and confirms that unpaid fees under the Existing Credit Agreement due to the Effective Date, and all Liens grantedother amounts, conveyed, or assigned costs and expenses then owing to any Agent by such Person pursuant to any Loan Document to which it is a party remain of the Existing Lenders and/or the administrative agent under the Existing Credit Agreement, shall be paid in full force in cash and effect, are not released or reduced, and continue (v) all outstanding promissory notes issued by the Borrower to secure full payment and performance of the ObligationsTerminating Lenders under the Existing Credit Agreement shall be promptly returned to the Administrative Agent which shall forward such notes to the Borrower for cancellation.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement Agreement, effective from and after the Restatement Effective Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Closing Date, the credit facilities described in the Existing Credit Agreement Agreement, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Borrower Borrowers outstanding as of such date under the Existing Credit Agreement Agreement, shall be deemed to be Loans loans and Obligations obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that any Lender party hereto that is not party to the Existing Credit Agreement shall make Loans hereunder in the amount of such Lender’s Revolving Credit Commitment Percentage of the outstanding balance of such outstanding Loans and participations in Letters the Agent shall make such transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that the outstanding balance of such participationsLoans, together with any Loans funded on the Restatement Effective Closing Date, reflect the respective Commitments Revolving Credit Commitment of the Lenders hereunder. . Except as otherwise provided in the Loan Documents, in no event shall the Collateral (band Liens related thereto) In securing the Existing Credit Agreement or the obligations of the Borrowers thereunder and in connection therewith be deemed affected hereby, it being the intent and agreement of the Borrowers that the Liens on the Collateral granted to secure the obligations of the Borrowers in connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Existing Credit Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects not be extinguished and shall remain in full force valid, binding and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance enforceable securing the obligations of the ObligationsBorrowers under the Existing Credit Agreement and related loan documentation, as amended and restated hereby.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing 2018 Credit Agreement Agreement, effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing 2018 Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing 2018 Credit Agreement Agreement, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Borrower BorrowerCompany outstanding as of such date under the Existing 2018 Credit Agreement Agreement, shall be deemed to be Loans loans and Obligations obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters except that the Administrative Agent shall make such transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that the outstanding balance of such participationsLoans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments Commitment of the Lenders hereunder. Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Xxxxxxx and Restated Credit Agreement, dated as of August 17, 2021 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Republic Services, Inc., a Delaware corporation (the “Company”), USE Canada Holdings, Inc., a Canadian corporation (the “Canadian Borrower” and, together with the Company, the “Borrowers” and each a “Borrower”), the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender, and X.X. Xxxxxx Securities LLC, as Sustainability Structuring Agent. The undersigned hereby requests (select one): ☐ A Borrowing of Committed Loans ☐ A conversion or continuation of Committed Loans 1. On (a Business Day). (b) 2. Currency: . 3. In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness amount of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations$ .

Amendment and Restatement; No Novation. This Agreement amends and restates the Existing Loan Agreement in its entirety. This Agreement, however, does not extinguish the obligations for the payment of money outstanding under the Existing Loan Agreement or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security granted or executed by any of the Borrowers in connection with the Existing Loan Agreement, except to the extent that the Collateral under this Agreement does not include some of the types of collateral that were included in the Existing Loan Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Loan Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of the Borrowers from any of their obligations or liabilities under the Existing Loan Agreement or any of the Surviving Loan Documents. Each Borrower hereby (a) This Agreement constitutes an amendment confirms and restatement agrees that each of the Existing Credit Agreement effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness or other Obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans and Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Surviving Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and shall remain after the Restatement Effective Date all references in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Surviving Loan Document to which it “the Loan Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Existing Loan Agreement shall mean the Existing Loan Agreement as amended and restated in its entirety by this Agreement; and (b) confirms and agrees that to the extent that any Surviving Loan Document purports to assign or pledge to Agent or to grant to Agent a security interest in or lien on, any collateral, such pledge or assignment or grant of the security interest or lien is a party remain hereby ratified and confirmed in full force all respects. Without limiting the generality of the foregoing, Skechers II hereby acknowledges and effectagrees that the Assignment for Security of Patents, are not released or reducedTrademarks and Copyrights dated June 15, 1999 between Skechers II and continue Xxxxxx is hereby confirmed and ratified and shall henceforth be deemed to secure full payment the Obligations and performance of the Obligationsthat such agreement hereby is modified accordingly.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement Term Loan effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness or other Obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans and Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Security Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and terms, (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or collaterally assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the ObligationsObligations and (v) each of the Administrative Agent and Collateral Agent are authorized to enter into any Junior Lien Intercreditor Agreement.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amends and restates in its entirety the Existing Credit Agreement, and each Loan Party confirms that: except for the release of the Collateral (as defined in the Existing Credit Agreement) as further provided in this Section 11.16,11.17, the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) have at all times, since the date of the execution and delivery of such documents, remained in full force and effect. The Loans hereunder are a continuation of the Loans under (and as such term is defined in) the Existing Credit Agreement. On the Closing Date the commitments, loans and participations in Letters of Credit in effect and outstanding under the Existing Credit Agreement shall be reallocated by the Administrative Agent to the Lenders in accordance with the Revolving Credit Commitments set forth in Schedule 1.1(B). The Borrowers, the Administrative Agent, and the Lenders acknowledge and agree that the amendment and restatement of the Existing Credit Agreement effective from and after the Restatement Effective Date. The execution and delivery of any Loan Documents expressly amended by this Agreement shall is not constitute intended to constitute, nor does it constitute, a novation novation, interruption, suspension of any Indebtedness continuity, satisfaction, discharge or other Obligations owing to termination of the Lenders obligations, loans, liabilities, or the Administrative Agent indebtedness under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, all loans and other obligations Loan Documents thereunder (except for the release of the Borrower outstanding collateral security as of such date under the Existing Credit Agreement shall be deemed to be Loans and Obligations outstanding under the corresponding facilities described further provided herein, without any further action by any Person), and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to all rights and benefits originally pertaining to the benefits Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement). Notwithstanding that the Existing Credit Agreement is being amended and restated in its entirety by this Agreement, the Loans hereunder which are a continuation of the guarantees and Loans under the security interests set forth or created herein and in Existing Credit Agreement shall be unsecured going forward under this Agreement. As such, upon consummation of the Closing Date hereunder, all Liens on the Collateral Documents(as defined under the Existing Credit Agreement) shall be released and terminated. On the Closing Date, (ii) each Guarantor hereby confirms the Administrative Agent shall execute and ratifies its continuing unconditional obligations as Guarantor with respect provide to Borrowers for filing by Borrowers and/or their counsel any and all of releases and terminations necessary to release the Guaranteed Obligations, (iii) each collateral security under the Existing Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations.Agreement. [SIGNATURE PAGES FOLLOW]

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement 9.1 On the Closing Date upon the satisfaction of the Existing Credit Agreement effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness or other Obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Dateconditions precedent in Section 3.1, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified amended and restated in their its entirety by as set forth herein. The Existing Loan outstanding on the facilities described hereinClosing Date shall be reallocated in accordance with the terms set forth in Section 2.3 and this Article 9. 9.2 The parties hereto acknowledge and agree that (i) this Agreement and the other Financing Documents, all loans whether executed and other obligations delivered in connection herewith or otherwise, do not constitute a novation or termination of the Borrower outstanding as of such date Existing Obligations under the Existing Credit Agreement shall be deemed as in effect prior to be Loans the Closing Date and Obligations which remain outstanding and are in all respects continuing (on the terms as amended and restated hereby), (ii) the Liens and security interests as granted under the corresponding facilities described herein, without any further action by any Person, Existing Credit Agreement and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance other Existing Financing Documents securing payment of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of Existing Obligations are in all respects continuing and in full force and effect after giving effect to this Agreement and the transactions contemplated hereby and all such Liens granted to the Existing Agent shall be deemed to constitute Liens granted to the Agent on behalf of the Lenders under this Agreement, (iii) references in the Existing Financing Documents or the Financing Documents to the “Credit Agreement” shall be deemed to be references to this Agreement (as the same may be amended, restated, supplemented or otherwise modified from time to time), and to the extent necessary to effect the foregoing, each such Financing Document is hereby deemed amended accordingly, (iv) all of the terms and provisions of the Existing Credit Agreement shall continue to apply for the period prior to the Closing Date, including any determinations of payment dates, interest rates, Events of Default or any amount that may be payable to the Agent or the Lenders (or their assignees or replacements hereunder), (v) the Existing Obligations under the Existing Credit Agreement shall continue to be paid or prepaid on or prior to the Closing Date on the terms set forth in the Existing Credit Agreement, and shall from and after the Closing Date continue to be owing and be subject to the terms of this Agreement, (vi) all references in the Financing Documents to the “Lenders” or a “Lender” shall be deemed to refer to such terms as defined in this Agreement, and to the extent necessary to effect the foregoing, each such Financing Document is hereby deemed amended accordingly and (vii) any Defaults or Events of Default that are continuing under the Existing Credit Agreement shall constitute Defaults or Events of Default under this Agreement unless the same shall have been specifically waived in writing in accordance with this Agreement, and to the extent necessary to effect the foregoing, each such Financing Document is hereby deemed amended accordingly. 9.3 The Borrower, Credit Parties, Agent and Xxxxxxx acknowledge and agree that all principal, interest, fees, costs, reimbursable expenses and indemnification obligations accruing or arising under or in connection with the Existing Credit Agreement which remain unpaid and outstanding as of the Closing Date shall be and remain outstanding and payable as an Obligation under the terms of this Agreement and the other Financing Documents. 9.4 The parties hereto agree that as of the Closing Date, (i) the Obligations of such Loan Party Lenders signatory hereto shall become “Lenders” under this Agreement and the other Loan Financing Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor Lender shall have the Applicable Commitment set forth on the Credit Facility Schedule. Borrower hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect directs Agent to all apply the proceeds of the Guaranteed Obligations, (iii) each Loan Document Credit Extension made on the Closing Date to which such Loan Party is a party is, and shall continue to be, the reallocation in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance accordance with Section 2.3 on the Closing Date of certain outstanding obligations of the ObligationsBorrower owing to the Existing Lenders and the payment of certain fees and expenses relating thereto, as more specifically set forth in the disbursement letter referred to in the Closing Deliveries Schedule.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement Agreement, as amended, effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to before the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement Agreement, as amended, shall be amended, supplemented, modified and restated in their entirety by the corresponding credit facilities described herein, and all loans and other obligations of the Borrower Borrowers and the obligations of the other Loan Parties outstanding or existing as of such date under the Existing ACTIVE 61134624v18 187 Credit Agreement are and shall be deemed to be Loans loans and Obligations obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters except that the Administrative Agent shall make such transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that for the outstanding balance of such participationsLoans, together with any Loans funded on the Restatement Effective Date, reflect to comport with the respective Revolving Credit Commitments of the Revolving Credit Lenders hereunder. hereunder (and each Revolving Credit Lender party hereto agrees to cooperate with the Administrative Agent in determining and making such transfers and in accepting such transfers). In furtherance of (but not limited to) the foregoing, (a) all interest and fees of the Loan Parties under the Existing Credit Agreement shall accrue at the rates therefor under the Existing Credit Agreement and shall, on and after the Restatement Effective Date, accrue at the rates set forth in this Agreement and be payable on the dates set forth in this Agreement and (b) In connection with all Letters of Credit issued pursuant to the foregoing, by signing Existing Credit Agreement and outstanding on the Restatement Effective Date are and shall be deemed to be Letters of Credit under this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement Agreement, effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified amended and restated in their entirety by the credit facilities described herein, and all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans loans and Obligations obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters except that the Administrative Agent shall make such transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that the outstanding balance of such participationsLoans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments Commitment of the Lenders hereunder. (b) In connection with On the foregoingEffective Date, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) all Loans made by any Person that is a “Lender” under the Obligations Existing Credit Agreement but that is not a Lender hereunder (each, a “Terminating Lender”) shall be repaid in full and the commitments and other obligations and rights (except as expressly set forth in the Existing Credit Agreement) of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral DocumentsTerminating Lenders shall be terminated, (ii) each Guarantor hereby confirms all outstanding Loans not being repaid under clause (i) above shall be deemed Loans hereunder and ratifies its continuing unconditional obligations the Administrative Agent shall make such transfers of funds (all such transfers are deemed in compliance with the Loan Documents and shall supersede any provisions in Section 3.1, 4.7(d), 10.1 or 10.11 to the contrary) as Guarantor are necessary in order that the outstanding balance of such Loans, together with respect to all any Loans funded on the Effective Date, are in accordance with the pro rata share of the Guaranteed ObligationsLenders hereunder, (iii) each Loan Document all accrued and unpaid interest on the Existing Obligations to which such Loan Party is a party is, and the Effective Date shall continue to be, be paid in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and cash, (iv) such Loan Party ratifies all accrued and confirms that unpaid fees under the Existing Credit Agreement due to the Effective Date, and all Liens grantedother amounts, conveyed, or assigned costs and expenses then owing to any Agent by such Person pursuant to any Loan Document to which it is a party remain of the Existing Lenders and/or the administrative agent under the Existing Credit Agreement, shall be paid in full force in cash and effect, are not released or reduced, and continue (v) all outstanding promissory notes issued by the Borrower to secure full payment and performance of the ObligationsTerminating Lenders under the Existing Credit Agreement shall be promptly returned to the Administrative Agent which shall forward such notes to the Borrower for cancellation.

Amendment and Restatement; No Novation. (a) This The Borrower, the Administrative Agent, the Co-Syndication Agents, the Issuing Lenders and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement constitutes an shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Credit Agreement, except as otherwise provided in the next paragraph, shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Credit Agreement effective from and after by this Agreement, the Restatement Effective Date. The execution and delivery of this Agreement Loan Parties shall not constitute a novation of any Indebtedness or other Obligations owing continue to be liable to the Administrative Agent, the Issuing Lenders, the Lenders or and the Administrative Agent other Indemnitees with respect to agreements on the part of the Borrower under the Existing Credit Agreement based on facts or events occurring or existing with respect to payments under Articles II, III, IX and X for the period prior to the First Restatement Effective Date and such rights shall continue to be governed by the provisions of the Existing Credit Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Borrower under the Existing Credit Agreement and is not intended to constitute a novation of the Existing Credit Agreement. Upon the First Restatement Effective Date all amounts outstanding and owing by the Borrower under the Existing Credit Agreement as of the First Restatement Effective Date shall constitute obligations hereunder. (c) This Agreement shall not extinguish the Obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the Liens and security interests existing immediately prior to the First Restatement Effective Date in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Secured Obligations are in all respects continuing and in full force and effect with respect to all Secured Obligations. Nothing herein contained shall be construed as a novation of any of the Loan Documents or a substitution or novation of the Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which instruments shall remain and continue in full force and effect. Nothing expressed or implied in this Agreement or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under the Credit Agreement or any other Loan Document from any of its obligations and liabilities thereunder, and except as expressly provided, such obligations and liabilities are in all respects continuing with only the terms being modified as provided in this Agreement. (d) Each of the parties hereto hereby agrees that the Administrative Agent may, on the First Restatement Effective Date, take any and all actions as may be reasonably necessary to ensure that, after giving effect to the amendment and restatement of the Existing Credit Agreement by this Agreement, the outstanding Loans (if any) are held by the Lenders in accordance with their Pro Rata Shares. This may be accomplished at the discretion of the Administrative Agent (i) by requiring the outstanding Loans to be prepaid with the proceeds of new Loans, (ii) by requiring each New Lender and each First Restatement Effective Date Increasing Lender, if any, to purchase by assignment from the Existing Lenders (in which case the Existing Lenders shall assign to the New Lenders and the First Restatement Effective Date Increasing Lender) such portion of the outstanding Loans, if any, owing to them as shall be designated by the Administrative Agent such that, after giving effect to all such purchases and assignments, the outstanding Loans owing to each Lender shall equal such Lender’s Pro Rata Share of the aggregate amount of Loans owing to all Lenders or (iii) by any combination of the foregoing. Any prepayment described in this paragraph (c) shall be subject to Section 3.4, but shall otherwise be without premium or penalty. In addition, on the First Restatement Effective Date, each New Lender and each First Restatement Effective Date Increasing Lender, if any, shall be deemed to have purchased by assignment from the Existing Lenders (and the Existing Lenders shall be deemed to have assigned to the New Lenders and the First Restatement Effective Date Increasing Lenders) a portion of the participations then held by the Existing Lenders in the outstanding LC Obligations, such that, after giving effect to all such deemed purchases and assignments, each Lender’s LC Obligations shall equal such Lender’s Pro Rata Share of the aggregate LC Obligations at such time. The Borrower, the Issuing Lenders and each Existing Lender hereby (A) consents to the assignments to each Lender on the First Restatement Effective Date contemplated by this Section and (B) waives the requirement under the Existing Credit Agreement for the execution and delivery of an Assignment and Acceptance (as defined under the Existing Credit Agreement) in respect of such assignments. Each New Lender and First Restatement Effective Date Increasing Lender consents to the assignments to such Lender on the First Restatement Effective Date contemplated by this Agreement. On Section. (e) By execution of this Agreement all parties hereto agree that each of the other Loan Documents is hereby amended such that all references to the Existing Credit Agreement and the obligations of the Borrowers thereunder shall be deemed to refer to this Agreement and the continuation of the Borrowers’ obligations hereunder. (i) As of the First Restatement Effective Date, the credit facilities described in the Existing Credit Agreement each Departing Lender shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed cease to be Loans and Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party a Lender under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies shall be released from its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligationsunder this Agreement.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Term LoanCredit Agreement effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness or other Obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans and Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Security Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and terms, (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or collaterally assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the ObligationsObligations and (v) each of the Administrative Agent and Collateral Agent are authorized to enter into any Junior Lien Intercreditor Agreement.

Amendment and Restatement; No Novation. (a) This The parties hereto agree that this Agreement constitutes shall, and is intended to, constitute an amendment and restatement of the Existing Credit Agreement Agreement, effective from and after the Restatement Effective Closing Date. The , and that the execution and delivery of this Agreement shall not constitute a novation of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Closing Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans loans, letters of credit and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans Loans, Letters of Credit and Obligations outstanding under the corresponding facilities described hereinof this Agreement, without any further action by any Person. ​ ​ ​ ​ To:Bank of America, N.A., as Administrative Agent Re: Amended and participations in Letters Restated Credit Agreement , dated as of Credit March 20, 2020, by and Swing Line Loans shall be deemed to be reallocated as are necessary in order that among TopBuild Corp., a Delaware Corporation (the outstanding balance of such participations“Borrower”), together with any Loans funded on the Restatement Effective DateGuarantors, reflect the respective Commitments of the Lenders hereunder. and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swingline Lender (bas amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement) In connection with Date: [_______] 1 Ladies and Gentlemen: The undersigned hereby requests (select one)2: ​ Indicate: Borrowing or Conversion or Continuation Indicate: Requested Amount Indicate: the foregoingRequested Date of Borrowing3 Indicate: ​Base Rate Loan, Daily SOFR Loans or Term SOFR Loan For Term SOFR Loans Indicate:Interest Period 4 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Indicate: Conversion or Continuation Indicate: Requested Amount Indicate: the Requested Date of Borrowing Indicate: ​Base Rate Loan, Daily SOFR Loans or Term SOFR Loan For Term SOFR Loans Indicate:Interest Period 5 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1 Note to Borrower. Must be received by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby Administrative Agent not later than 11:00 a.m. (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled two Business Days prior to the benefits requested date of the guarantees any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans or Daily SOFR Loans, and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all on the requested date of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, any Borrowing of Base Rate Loans or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the ObligationsDaily SOFR Loans.

Amendment and Restatement; No Novation. On the Restatement Date, the Existing Guaranty is amended and restated in its entirety by this Agreement and (a) This all references to the Existing Guaranty in any document other than this Agreement constitutes an amendment (including in any amendment, waiver or consent) shall be deemed to refer to the Existing Guaranty as amended and restatement restated hereby, (b) all references to any Article, Section or clause of the Existing Credit Agreement effective from and after the Restatement Effective Date. The execution and delivery of this Agreement Guaranty in any document (but not herein) shall not constitute a novation of any Indebtedness or other Obligations owing be amended to be, mutatis mutandis, references to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery corresponding provisions of this Agreement. On , and (c) except as the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described hereincontext otherwise provides, all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit references to this Agreement herein shall be deemed to be Loans reference to the Existing Guaranty as amended and Obligations outstanding restated hereby. This Agreement is not intended to constitute, and does not constitute, a novation of the obligations and liabilities under the corresponding facilities described herein, without any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. Existing Guaranty (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of including the Guaranteed Obligations) or to evidence payment of all or any portion of such obligations and liabilities. This Agreement shall not in any way release or impair the rights, (iii) duties, Guaranteed Obligations or any security for the Guaranteed Obligations or any part of them created pursuant to the Existing Guaranty or affect the relative priorities thereof, in each Loan Document case to which the extent in force and effect thereunder as of the Restatement Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith and all of such Loan Party is a party isrights, duties, Guaranteed Obligations and any such security are assumed, ratified and affirmed by Holdings. As amended hereby, all terms of the Existing Guaranty shall continue to be, be and remain in full force and effect and is hereby ratified shall constitute the legal, valid, binding and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance enforceable obligations of the ObligationsHoldings.

Amendment and Restatement; No Novation. Reference is made to that certain Amended and Restated Continuing Agreement of Guaranty and Suretyship, dated as of March 12, 2015, made by the guarantors party thereto in favor of the Administrative Agent, as heretofore amended (a) This as so amended, the "Existing Guaranty Agreement"). The Existing Guaranty Agreement constitutes is hereby amended and restated in its entirety as provided herein, and this Guaranty is not intended to constitute, nor does it constitute, an amendment interruption, suspension of continuity, satisfaction, discharge of prior duties, novation, or termination of the indebtedness, loans, liabilities, expenses, or guaranteed obligations under the Existing Guaranty Agreement. Each Guarantor and restatement the Administrative Agent acknowledge and agree that the Existing Guaranty Agreement has continued to guaranty the indebtedness, loans, liabilities, expenses, and obligations thereunder since the date of execution of the Existing Credit Agreement effective from Guaranty Agreement; and after that this Guaranty is entitled to all rights and benefits originally pertaining to the Restatement Effective DateExisting Guaranty Agreement. The execution and delivery IN WITNESS WHEREOF, each Guarantor intending to be legally bound, has executed this Guaranty as of the date first above written with the intention that this Agreement Guaranty shall not constitute a novation of any Indebtedness or sealed instrument. GLATFELTER HOLDINGS, LLC, a Delaware limited liability company By: Name: Title: $______________. ____________, ______ FOR VALUE RECEIVED, the undersigned, P. H. GLATFELTER COMPANY, a Pennsylvania corporation, and the other Obligations owing Borrowers signatory hereto (collectively, the "Borrowers"), jointly and severally, hereby promise to pay to the Lenders or order of _________________________________ (the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date"Lender"), the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, all loans and other obligations lesser of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans and Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations principal sum of _________________________________________and ___/100 Dollars (US$____________.__), and (ii) the aggregate unpaid principal balance of all Revolving Credit Loans made by the Lender to the Borrowers pursuant to Section 2.1.1 of the Third Amended and Restated Credit Agreement, dated as of February 8, 2019, among the Borrowers, the Guarantors now or hereafter party thereto, the Lenders now or hereafter party thereto, and PNC Bank, National Association, as Administrative Agent (hereinafter referred to in such Loan Party under capacity as the "Administrative Agent") (as amended, restated, modified, or supplemented from time to time, the "Credit Agreement"), payable by 11:00 a.m. on the Expiration Date. The Borrowers shall pay, together with interest the unpaid principal balance hereof from time to time outstanding from the date hereof at the rate or rates per annum specified by the Borrowers pursuant to, or as otherwise provided in, the Credit Agreement. Subject to the provisions of the Credit Agreement, interest on this [Amended and Restated] Revolving Credit Note (this "Note") will be payable pursuant to Section 4.3 of, or as otherwise provided in, the Credit Agreement. If any payment or action to be made or taken hereunder shall be stated to be or become due on a day which is not a Business Day, such payment or action shall be made or taken on the next following Business Day, unless otherwise provided in the Credit Agreement, and such extension of time shall be included in computing interest or fees, if any, in connection with such payment or action. Upon the occurrence and during the continuation of an Event of Default and at the Administrative Agent's discretion or upon written demand by the Required Lenders, the Borrowers shall pay interest on the entire principal amount of the then outstanding Revolving Credit Loans evidenced by this Note and all other obligations due and payable to the Lender pursuant to the Credit Agreement and the other Loan Documents are at a rate per annum as set forth in Section 3.3 [Interest After Default] of the Credit Agreement. Such interest will accrue before and after any judgment has been entered. Subject to the provisions of the Credit Agreement, payments of both principal and interest shall be made without setoff, counterclaim, or other deduction of any nature at the office of the Administrative Agent located at PNC Firstside Center, 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000, Attention: [__], [__], unless otherwise directed in writing by the Administrative Agent, in lawful money of the United States of America or, in the case of any Revolving Credit Loans made in an Optional Currency, in the applicable Optional Currency, in each case in immediately available funds. Exhibit 1.1(R) 1 This Note is one of the Notes referred to in, and is subject to the provisions (including, but not limited to, the limitations set forth in Section 10.18 of the Credit Agreement if applicable), and is entitled to the benefits of, the Credit Agreement and other Loan Documents, including the representations, warranties, covenants, conditions, security interests, and Liens contained or granted therein. The Credit Agreement among other things contains provisions for acceleration of the guarantees maturity hereof upon the happening of certain stated events and also for prepayment, in certain circumstances, on account of principal hereof prior to maturity upon the terms and conditions therein specified. Except as expressly set forth in the Credit Agreement, the Borrowers waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note and the security interests set forth or created Credit Agreement. This Note shall bind the Borrowers and their respective successors and assigns, and the benefits hereof shall inure to the benefit of the Lender and its successors and assigns. All references herein to the "Borrowers" and the "Lender" shall be deemed to apply to the Borrowers and the Lender, respectively, and their respective successors and assigns as permitted under the Credit Agreement. This Note and any other documents delivered in connection herewith and the rights and obligations of the parties hereto and thereto shall for all purposes be governed by and construed and enforced in accordance with the laws of the State of New York. All capitalized terms used herein shall, unless otherwise defined herein, have the same meanings given to such terms in the Collateral Documents, (ii) each Guarantor hereby confirms Credit Agreement and ratifies its continuing unconditional obligations as Guarantor with respect to all Section 1.2 of the Guaranteed ObligationsCredit Agreement shall apply to this Note. [This Note amends and restates that certain Revolving Credit Note, (iii) each Loan Document to which such Loan Party is a party isdated March 12, and shall continue to be2015, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according the original principal amount of $[__] payable to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance the order of the Obligations.Lender (the "Existing Note"). ]

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment Borrower, Agent and restatement of the Existing Credit Agreement Lenders, each hereby agree that, effective from and after upon the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation by each such party, the terms and provisions of any Indebtedness or other Obligations owing to the Lenders or the Administrative Agent under the Existing Credit Loan Agreement based on facts or events occurring or existing and each other Loan Document entered into prior to the execution and delivery of this Agreement. On the Restatement Effective DateClosing Date (collectively, the credit facilities described in the “Existing Credit Agreement Loan Documents”) shall be and hereby are amended, supplemented, modified restated and restated superseded in their entirety by the facilities described herein, all loans terms and other obligations provisions of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans and Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents. Notwithstanding the foregoing, nothing herein contained shall be construed as a substitution or novation of the obligations of the Borrower outstanding under the Existing Loan Documents are entitled or instruments, documents or other agreements securing the same, which obligations shall remain in full force and effect, except to the benefits extent that the terms thereof are specifically modified hereby or by instruments, documents or other agreements executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of Borrower from any of the guarantees and Secured Obligations or any liabilities under the security interests set forth or created herein and in the Collateral Existing Loan Documents, except to the extent modified hereby or by instruments, documents or other agreements executed concurrently herewith. Borrower hereby (iii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) agrees that each Loan Document to which such Loan Party it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Closing Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Existing Loan Agreement shall mean the Existing Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Existing Loan Agreement or any Existing Loan Documents purports to assign or pledge to Agent or Lender, or to grant to Agent or Lender a Lien on, any collateral as security for the Secured Obligations of the Borrower from time to time existing in respect of the Existing Loan Agreement, such pledge, assignment or grant of the Lien is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance effective as of the Obligations.first date it became effective, subject only to specific modifications in the Loan Documents applicable thereto. (SIGNATURES TO FOLLOW) ​ ​ ​ ​

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement Agreement, as amended, effective from and after the Restatement Effective Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness debt or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Closing Date, the credit facilities described in the Existing Credit Agreement Agreement, as amended, shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans and other obligations of the Borrower Borrowers outstanding as of such date under the Existing Credit Agreement Agreement, as amended, to the extent not repaid in accordance with the terms herein, shall be deemed to be Loans loans and Obligations obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters except that the Administrative Agent shall make such transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that the outstanding balance of such participationsLoans, together with any Loans funded on the Restatement Effective Closing Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with On the foregoingClosing Date, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) all outstanding loans under the Obligations Existing Credit Agreement (“Existing Loans”) made by any Person that is a “Lender” under the Existing Credit Agreement which is not a Lender hereunder (each, an “Exiting Lender”) shall be repaid in full and the commitments and other obligations and rights (except as expressly set forth in the Existing Credit Agreement) of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral DocumentsExiting Lender shall be terminated, (ii) each Guarantor hereby confirms all outstanding Existing Loans constituting Revolving Loans under the Existing Credit Agreement that are not being repaid under clause (i) above shall be deemed Revolving Loans hereunder in accordance with Section 2.01(b) and ratifies its continuing unconditional obligations the Administrative Agent shall make such transfers of funds as Guarantor are necessary in order that the outstanding balance of such Revolving Loans, together with respect to all any Revolving Loans funded on the Closing Date, are in accordance with the relevant Applicable Percentages of the Guaranteed ObligationsLenders hereunder, (iii) each Loan Document to which such Loan Party is a party is, and there shall continue to be, have been paid in cash in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according accrued but unpaid interest on the Existing Loans to its terms and the Closing Date, (iv) such Loan Party ratifies there shall have been paid in cash in full all accrued but unpaid fees under the Existing Credit Agreement due to the Closing Date and confirms that all Liens grantedother amounts, conveyed, or assigned costs and expenses then owing to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations.Exiting Lenders and/or Bank of America, as administrative agent under the Existing Credit Agreement, (v) all outstanding Letters of Credit under the Existing Credit Agreement shall be Letters of Credit hereunder and (vi) all outstanding promissory notes issued by the Borrower to the Exiting Lenders under the Existing Credit Agreement shall be promptly returned to the Administrative Agent which shall forward such notes to the Borrower for cancellation and be replaced with amended and restated promissory notes. 135

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment amends, restates and restatement of replaces the Existing Credit Agreement effective from Prior Agreement, and after the Restatement Effective Date. The execution and delivery of this Agreement shall is not intended to constitute a novation of any Indebtedness or other Obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreementobligations thereunder. On the Restatement Effective Date, the credit facilities described If you are in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans and Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection agreement with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding please sign the effectiveness form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, ENCORE CAPITAL GROUP, INC. By: /S/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President & Chief Executive Officer The foregoing is hereby agreed to as of the date thereof. By: /S/ Xxxxxxx Xxxxxxxx Vice President By: /S/ Xxxxxxx Xxxxxxxx Vice President By: Prudential Investment Management, Inc., investment manager By: /S/ Xxxxxxx Xxxxxxxx Vice President By: Prudential Investment Management, Inc., investment manager By: /S/ Xxxxxxx Xxxxxxxx Vice President Each of the undersigned Guarantors consents to the amendments effected in this Amended and Restated Senior Secured Note Purchase Agreement (including the sale and purchase of the 2011 Notes) and the transactions contemplated hereby (i) hereby, reaffirms its obligations under the Obligations Multiparty Guaranty and its waivers, as set forth in the Multiparty Guaranty, of each and every one of the possible defenses to such Loan Party obligations. In addition, the undersigned Guarantor reaffirms that its obligations under the Multiparty Guaranty are separate and distinct from the Company’s obligations. ASCENSION CAPITAL GROUP, INC., a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND CREDIT MANAGEMENT, INC., a Kansas corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President & Chief Executive Officer MIDLAND FUNDING LLC, a Delaware limited liability company By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND FUNDING NCC-2 CORPORATION, a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND INTERNATIONAL LLC, a Delaware limited liability company By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND PORTFOLIO SERVICES, INC., a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MRC RECEIVABLES CORPORATION, a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND INDIA LLC, a Minnesota limited liability company By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Assistant Secretary [*] The asterisk denotes that confidential portions of this Agreement and exhibit have been omitted in reliance on Rule 24b-2 of the other Loan Documents are entitled Securities Exchange Act of 1934. The confidential portions have been submitted separately to the benefits Securities and Exchange Commission. Name in Which Notes are to be Registered THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Note Registration Numbers; Original Principal Amounts [*] Payment on Account of Notes Method: Federal Funds Wire Transfer Account Information: [*] Account No.: [*] Account No.: [*] Re: (See “Accompanying information” below) Accompanying Information Name of Company: Description of Security: PPN: 292554 A*3 Encore Capital Group, Inc. 7.75% Senior Secured Notes due 2017 Name of Company: Description of Security: PPN: 292554 A@1 Encore Capital Group, Inc. 7.375% Senior Secured Notes due 2018 Each such wire transfer shall also set forth the due date and application (as among principal, interest, Make-Whole Amount, if any) of the guarantees payment being made. Address for Notices Related to Payments The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attn: Manager, Billings and Collections with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: Name: [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the security interests Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Title: Vice President Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 Name in Which Notes are to be Registered PRUCO LIFE INSURANCE COMPANY Note Registration Numbers; Principal Amounts [*] Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] ABA No.: [*] Account No.: [*] Account Name: [*] Re: (see “Accompanying Information” below) Accompanying Information Name of Company: Encore Capital Group, Inc. Description of Security: 7.75% Senior Secured Notes due 2017 PPN: 292554 A*3 Each such wire transfer shall also set forth or created herein the due date and in the Collateral Documentsapplication (as among principal, (iiinterest, and Make-Whole Amount, if any) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligationspayment being made. Address for Notices Related to Payments Pruco Life Insurance Company c/o The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attn: Manager, Billings and Collections with telephonic prepayment notices to: Manager, Trade Management Group Tel: (iii000) each Loan Document to which such Loan Party is a party is000-0000 Fax: (000) 000-0000 Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, and shall continue to beXxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions PRUCO LIFE INSURANCE COMPANY By: Name: Title: Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 [*] The asterisk denotes that confidential portions of this exhibit have been omitted in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance reliance on Rule 24b-2 of the ObligationsSecurities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Name in Which Notes are to be Registered PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY Note Registration Numbers; Principal Amounts [*] Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] ABA No.: [*] Account No.: [*] Account No.: [*] Re: (See “Accompanying information” below) Accompanying Information Name of Company: Description of Security: PPN: 292554 A*3 Encore Capital Group, Inc. 7.75% Senior Secured Notes due 2017 Name of Company: Description of Security: PPN: 292554 A@1 Encore Capital Group, Inc. 7.375% Senior Secured Notes due 2018 Each such wire transfer shall also set forth the due date and application (as among principal, interest, Make-Whole Amount, if any) of the payment being made. Address for Notices Related to Payments Prudential Retirement Insurance and Annuity Company c/o Prudential Investment Management, Inc. Private Placement Trade Management PRIAC Administration Gateway Center Four, 7th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Address for All Other Notices Prudential Retirement Insurance and Annuity Company c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., investment manager By: Name: Title: Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 Note Registration Number; Principal Amount [*] Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] ABA # [*] Acct. # [*] Acct Name: [*] Re: (See “Accompanying Information” below) Accompanying Information Name of Obligors: Description of Security: PPN: Encore Capital Group, Inc. 7.75% Senior Secured Notes due 2017 292554 A*3 Due date and application (as among principal, Make-Whole Amount and interest) of the payment being made. Address for Notices Related to Payments The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attention: Manager, Billings and Collections Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Managing Director Fax: 000-000-0000 Recipient of telephonic prepayment notices Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Instructions re Delivery of Notes Send physical security by nationwide overnight delivery service to: Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing 1993 Credit Agreement effective from and after the Restatement Effective Datedate hereof. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby are not intended by the parties to be, and shall not constitute constitute, a novation of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing 1993 Credit Agreement based on any facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Datedate hereof, the credit facilities and the terms and conditions thereof described in the Existing 1993 Credit Agreement shall be amended, supplemented, modified amended and restated in their entirety replaced by the credit facilities and the terms and conditions thereof described herein, and all loans and other obligations of the Borrower outstanding as of such date under the Existing 1993 Credit Agreement shall be deemed to be Loans loans and Obligations obligations outstanding under the corresponding facilities described hereinherein (such that all Revolving Loans and all Cash Management Loans outstanding under the 1993 Credit Agreement shall become Revolving Loans and Swingline Loans under this Agreement, respectively), without any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with Borrower hereby requests that, on the foregoingdate on which all of the conditions set forth in Sections 5.01 and 5.02 hereof are satisfied, make such payments to the other Lenders so that, after giving effect thereto, the aggregate outstanding principal balance of each Lender's Revolving Loans (including those of ) equals its Pro Rata Share of the aggregate outstanding principal balance of all Lenders' Revolving Loans (and such payments shall constitute Revolving Loans made hereunder by signing and shall constitute prepayments of the other Lenders' Base Rate Advances under the 1993 Credit Agreement). Also notwithstanding anything in this AgreementAgreement to the contrary, (i) each Loan Party hereby confirms that notwithstanding Lender shall hold, immediately after the effectiveness of this Agreement, LIBOR Advances having the same outstanding principal amounts and Interest Periods as were outstanding and held by such Lender under the 1993 Credit Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled immediately prior to the benefits effectiveness of the guarantees and the security interests set forth or created herein and in the Collateral Documentsthis Agreement, (ii) thereafter, so long as such LIBOR Advances remain outstanding, each Guarantor hereby confirms and ratifies Base Rate Advance shall be made in such amounts by the Lenders so that, after giving effect thereto, the aggregate outstanding principal balance of each Lender's Revolving Loans (including its continuing unconditional obligations as Guarantor with respect to share of the aforesaid LIBOR Advances) equals its Pro Rata Share of the aggregate outstanding principal balance of all Lenders' Revolving Loans (including all of the Guaranteed Obligationsaforesaid LIBOR Advances), and (iii) upon the repayment of each Loan Document such LIBOR Advance, the Borrower shall request that the Lenders (other than ) make additional Revolving Loans, the proceeds of which shall be paid to which such Loan Party is a party is, and shall continue to be, in full force and so that after giving effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to thereto the aggregate outstanding principal balance of each Lender's Revolving Loans (including its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to share of any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations.remaining LIBOR Advances)

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment amends, restates, supersedes and restatement of replaces the Existing Credit Agreement in its entirety effective from and after the Restatement Effective Date. The execution and delivery of ; provided, that, (i) this Agreement shall not constitute a novation novation, discharge, rescission, extinguishment or substitution of the parties’ rights and obligations as to payment of the “Loans”, “Letters of Credit” and the “Obligations” (as each such term is defined in the Existing Credit Agreement) or evidence payment of all or any Indebtedness or other Obligations owing to portion of the Lenders or the Administrative Agent Existing Loan Parties’ obligations and liabilities under the Existing Credit Agreement based on facts or events occurring or existing and such amendment and restatement shall operate to renew, amend, modify, and extend all of the rights, duties, liabilities and obligations of the Existing Loan Parties under the Existing Credit Agreement and under the Existing Loan Documents, which rights, duties, liabilities and obligations as to payment of the “Loans”, “Letters of Credit” and the “Obligations” (as each such term is defined in the Existing Credit Agreement) are hereby renewed, amended, modified and extended, and shall not act as a novation thereof, (ii) the “Loans”, “Letters of Credit” and the “Obligations” (as each such term is defined in the Existing Credit Agreement) shall remain outstanding and be continued as the same indebtedness as Loans, Letters of Credit and other Obligations hereunder and shall bear interest and be subject to such other fees as set forth in this Agreement and (iii) the Liens securing the Obligations under and as defined in the Existing Credit Agreement and the rights, duties, liabilities and obligations of the Borrower and the Guarantors as to payment of the “Loans”, “Letters of Credit” and other “Obligations” (as each such term is defined in the Existing Credit Agreement) and the Existing Loan Documents to which they are a party shall not be extinguished but shall be carried forward and shall secure such Obligations and rights, duties, obligations and liabilities as amended, renewed, extended and restated hereby. (b) The parties hereto ratify and confirm each of the Existing Loan Documents entered into prior to the execution Effective Date (but excluding the Existing Credit Agreement, the “Fee Letters” as defined in the Existing Credit Agreement and delivery any “Note” as defined in the Existing Credit Agreement) and agree that such Existing Loan Documents continue to be legal, valid, binding and enforceable in accordance with their terms (except to the extent amended, restated and/or superseded in connection with the transactions contemplated hereby), however, for all matters arising prior to the Effective Date (including the accrual and payment of interest and fees, and matters relating to indemnification and compliance with financial covenants), the terms of the Existing Credit Agreement (as unmodified by this Agreement) shall control and are hereby ratified and confirmed. On Any obligations under the Restatement Effective Date, the credit facilities described “Fee Letters” as defined in the Existing Credit Agreement shall be amended, supplemented, modified of no further force and restated effect and such “Fee Letters” are hereby terminated. Any “Note” as defined in their entirety the Existing Credit Agreement shall be deemed for all purposes superseded and replaced by the facilities described hereinNote (if any) issued to the applicable Lender under this Agreement, without further action required by any payee thereof, and all loans and other obligations of the Borrower outstanding as of such date “Notes” under the Existing Credit Agreement shall be deemed to be Loans of no further force and Obligations outstanding under effect. (c) Borrower represents and warrants that, as of the corresponding facilities described herein, without any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect there are no claims or offsets against, or defenses or counterclaims to, its obligations (or the respective Commitments obligations of any Guarantor) under the Existing Credit Agreement or any of the Lenders hereunderother Existing Loan Documents. (bd) In connection with For the foregoingavoidance of doubt, by signing this Agreementany basket which permits a certain amount of a given type of transaction over any period of time (however denominated), each Loan Party hereby confirms without being deemed to prohibit any transaction occurring prior to the Effective Date, shall be reset such that notwithstanding such basket provision shall cover only time periods from the effectiveness Effective Date until the Maturity Date. (e) For the avoidance of doubt, as of the Effective Date, no Person shall be a party to this Agreement and the transactions contemplated hereby (i) the Obligations of or any other Loan Document in any capacity other than in any capacity in which such Loan Party under Person executes this Agreement and the or any other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the ObligationsDocument.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement. All indebtedness and other obligations under the Existing Credit Agreement effective from are hereby renewed and after the Restatement Effective Datecontinued and hereafter will be governed by this Agreement. The execution and delivery of this Agreement shall is not intended to constitute a novation of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders or the Administrative Agent and the Lenders under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On As of the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified modified, and restated in their entirety by the credit facilities described herein, and all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans loans and Obligations obligations outstanding under the corresponding facilities described herein, this Agreement without any further action by any Person, except that the Administrative Agent, the Lenders and participations the lenders under the Existing Credit Agreement that are not Lenders under this Agreement (if any) shall make such transfers and advances of funds, repayments of loans and obligations under the Existing Credit Agreement, and other adjustments as are necessary in Letters the opinion of the Administrative Agent so that the outstanding balance of all Loans and Obligations hereunder on the Effective Date, including any Loans funded on the Effective Date under this Agreement, reflect the Commitments of each Lender hereunder on the Effective Date. Notwithstanding anything to the contrary in the Existing Credit Agreement or in this Agreement, no other documents or instruments, including any Assignment and Swing Line Loans Assumption, shall be, or shall be required to be, executed in connection with any such assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be reallocated made with all applicable representations, warranties and covenants as are necessary in order that if evidenced by an Assignment and Assumption. On the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of applicable Lenders shall make full cash settlement with one another either directly or through the Lenders hereunder. (b) In connection with Administrative Agent, as the foregoingAdministrative Agent may direct or approve, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all assignments, reallocations and other changes in Commitments and the portion of the Guaranteed Obligationsoutstanding Loans allocable to each Lender, (iii) such that after giving effect to such settlements, the Commitments of each Loan Document Lender shall be as set forth on Schedule I. The Borrowers shall not be required to which such Loan Party is a party is, repay any loans or obligations under the Existing Credit Agreement in connection with the execution and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance delivery of the Obligationsthis Agreement.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement Agreement, as amended, effective from and after the Second Restatement Effective Date. The It is the express intent of the parties to this Agreement that (A) the execution and delivery of this Agreement shall not constitute a novation or extinguishment of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders or any Issuing Lender or the Administrative Agent under the Existing Credit Agreement based but that such indebtedness and other obligations under the Existing Credit Agreement shall continue, uninterrupted, but on facts the amended and restated terms set forth in this Agreement and, as applicable, the other Loan Documents; (B) this Agreement does not supersede the Existing Credit Agreement but, instead, amends and restates the Existing Credit Agreement on the terms set forth herein; (C) the execution and delivery of any amendment to, or events occurring amendment and restatement of, any Loan Document executed or existing prior to delivered in connection with the Existing Credit Agreement not constitute a novation or extinguishment of any security interest or Lien created under such Loan Document; and (D) all security interests in and Liens on the Collateral granted under any Loan Document executed or delivered in connection with the Existing Credit Agreement shall, upon the execution and delivery of this Agreement, continue, uninterrupted, to secure the Loan Parties’ indebtedness and obligations under the Loan Documents (as applicable) on the terms set forth in the such Loan Document or, as applicable, any amendment to or amendment and restatement of such Loan Document executed or delivered in connection with this Agreement. On the Second Restatement Effective Date, the credit facilities described in the Existing Credit Agreement Agreement, as amended, shall be amended, supplemented, modified and restated in their entirety by the corresponding credit facilities described herein, and all loans and other obligations of the Borrower Borrowers and the obligations of the other Loan Parties outstanding or existing as of such date under the Existing Credit Agreement are and shall be deemed to be Loans loans and Obligations obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters except that the Agent shall make such transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that for the outstanding balance of such participationsLoans, together with any Loans funded on the Second Restatement Effective Date, reflect to comport with the respective Commitments of the Lenders hereunder. hereunder (band each Lender party hereto agrees to cooperate with the Agent in determining and making such transfers and in accepting such transfers). In furtherance of (but not limited to) In connection with the foregoing, by signing this Agreement(i) all interest and fees of the Loan Parties under the Existing Credit Agreement shall accrue at the rates therefor under the Existing Credit Agreement and shall, each Loan Party hereby confirms that notwithstanding on and after the effectiveness of Second Restatement Effective Date, accrue at the rates set forth in this Agreement and be payable on the transactions contemplated hereby dates set forth in this Agreement and (iii) all Letters of Credit issued pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date are and shall be deemed to be Letters of Credit under this Agreement. The amount of each Lender’s Commitment, as of the Second Restatement Effective Date, shall be as set forth on Schedule C-1, and the Agent and each Lender shall cooperate in good faith to make all payments and fundings which the Agent and the Lenders must make to reallocate the Commitments and the Obligations in respect thereof (including risk participations with respect to Swing Loans and Letters of Credit, as provided herein) among the Lenders in accordance with their respective Commitments as set forth on Schedule C-1. On the Second Restatement Effective Date, all outstanding loans under the Existing Credit Agreement made by any Person that is a “Lender” under the Existing Credit Agreement but who is not a Lender hereunder (each, an “Exiting Lender”) shall be repaid in full and the commitments and other obligations and rights of such Loan Party under Exiting Lender shall be terminated (except that such Exiting Lender shall continue to be entitled to the benefits specified in this Agreement and the other Loan Documents are entitled to of a Lender which assigned 100% of its interests under the benefits of the guarantees and the security interests set forth or created herein and in the Collateral DocumentsExisting Credit Agreement, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of facts and circumstances occurring prior to the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations.Second Restatement Effective Date). ACTIVE 682292377v9 - 88 -

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Restatement Effective Agreement Date. The execution and delivery of this Agreement shall not constitute a refinancing, substitution or novation of any Indebtedness indebtedness or other Obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement or any of the other rights, duties and obligations of the parties hereunder based on any facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Agreement Date, the credit facilities terms and conditions of the Existing Credit Agreements shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Credit Parties, the Lenders, the Issuing Bank and the Administrative Agent accruing from and after the Agreement Date. (b) On the Agreement Date, the Revolving Loan Commitments described in the Existing Credit Agreement shall be amendedreduced to $50,000,000, supplemented, modified reallocated entirely to SunTrust Bank and restated amended and supplemented in their entirety by the facilities manner described herein, and all loans loans, letters of credit and other obligations of the Borrower Borrowers outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans loans, letters of credit and Obligations obligations outstanding under the corresponding facilities described hereinhereunder, without any further action by any Person. The Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Agreement Date, continue outstanding under this Agreement and participations in Letters of Credit and Swing Line Loans shall not be deemed to be reallocated as are necessary in order that paid, released, discharged or otherwise satisfied by the outstanding balance execution of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunderthis Agreement. (bc) In This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other Loan Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Agreement Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection with herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by each Credit Party. All indemnification obligations of the foregoingCredit Parties under the Existing Credit Agreement and any other Loan Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, by signing this Agreementthe Administrative Agent and any other Person indemnified under the Existing Credit Agreement or any other Loan Document at any time prior to the Agreement Date. The execution, each Loan Party hereby confirms that notwithstanding the delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby. (d) Each of the Credit Parties confirms and the transactions contemplated hereby (i) the Obligations agrees that all of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms on and (iv) such Loan Party ratifies after the Agreement Date and confirms that all Liens grantedconstitute the legal, conveyedvalid, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force binding and effect, are not released or reduced, and continue to secure full payment and performance enforceable obligations of the ObligationsCredit Parties party thereto to the Administrative Agent and the Lenders.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement Agreement, effective from and after the Restatement Effective Closing Date, and a reaffirmation of each other “Loan Document” (other than the Existing Credit Agreement) referenced in the Existing Credit Agreement and in effect on the Closing Date (the “Existing Loan Documents”). Each of the Existing Loan Documents shall continue in full force and effect as Loan Documents on the Closing Date, and each reference to the Existing Credit Agreement in any Existing Loan Document shall be deemed to be a reference to this Agreement as of the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Existing Loan Documents based on facts or events occurring or existing prior to the execution and delivery of this AgreementAgreement and the reaffirmation of the Existing Loan Documents as Loan Documents. On the Restatement Effective Closing Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the each Borrower and each other Loan Party outstanding as of such date under the Existing Credit Agreement and the other Existing Loan Documents, shall be deemed to be Loans loans and Obligations obligations outstanding under the corresponding facilities described hereinherein and in the other Loan Documents, without any further action by any Person, and participations in Letters except that the Administrative Agent shall on the Closing Date make such transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that the outstanding balance of such participationsLoans, together with any Loans funded on the Restatement Effective Closing Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with under the applicable facilities hereunder on the Closing Date. Notwithstanding the foregoing, by signing this Agreement, each Loan Party hereby confirms Lender party hereto that notwithstanding was a lender in respect of the Existing Credit Agreement immediately prior to the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled waives any claim for compensation pursuant to the benefits Section 3.05 of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the ObligationsExisting Credit Agreement.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement Agreement, as amended, effective from and after the Restatement Effective Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness debt or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Closing Date, the credit facilities described in the Existing Credit Agreement Agreement, as amended, shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans and other obligations of the Borrower Borrowers outstanding as of such date under the Existing Credit Agreement Agreement, as amended, to the extent not repaid in accordance with the terms herein, shall be deemed to be Loans loans and Obligations obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters except that the Administrative Agent shall make such transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that the outstanding balance of such participationsLoans, together with any Loans funded on the Restatement Effective Closing Date, reflect the respective Commitments of the Lenders hereunder. (b) In On the Closing Date, (i) all outstanding loans under the Existing Credit Agreement (“Existing Loans”) made by any Person that is a “Lender” under the Existing Credit Agreement which is not a Lender hereunder (each, an “Exiting Lender”) shall be repaid in full and the commitments and other obligations and rights (except as expressly set forth in the Existing Credit Agreement) of such Exiting Lender shall be terminated, (ii) all outstanding Existing Loans constituting Revolving Loans under the Existing Credit Agreement that are not being repaid under clause (i) above shall be Revolving Loans hereunder in accordance with Section 2.01(a) and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Revolving Loans, together with any Revolving Loans funded on the Closing Date, are in accordance with the relevant Applicable Percentages of the Lenders hereunder, (iii) there shall have been paid in cash in full all accrued but unpaid interest on the Existing Loans to the Closing Date, (iv) there shall have been paid in cash in full all accrued but unpaid fees under the Existing Credit Agreement due to the Closing Date and all other amounts, costs and expenses then owing to any of the Exiting Lenders, Lenders and/or Bank of America, as administrative agent under the Existing Credit Agreement and (v) all outstanding Letters of Credit under the Existing Credit Agreement shall be Letters of Credit hereunder. (c) All security agreements and other documents and instruments granting a security interest or Lien in the assets of the Company and the Domestic Guarantors that restate any previously granted security interest or Liens shall supersede any security agreements, mortgages and other documents and instruments granting any such security interest that were executed and delivered in connection with the Existing Credit Agreement (the “Original Security Documents”), except for the security interests and Liens created under the Original Security Documents which shall remain valid, binding and enforceable security interests and Liens against the Company and Domestic Guarantors. Notwithstanding the foregoing, by signing this Agreement, each Loan Party hereby confirms the parties hereto acknowledge and agree that notwithstanding any Liens on Available Receivables (as defined in the Original Security Documents) are being released simultaneously with the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled Agreement. Except to the benefits of extent specifically released, all other Original Security Documents shall continue to secure the guarantees and the security interests set forth or created Secured Obligations as herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party isdefined, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain be in full force and effect, are not released or reduced, . The Lenders acknowledge that the intent of this paragraph is to maintain the priority of the security interests and continue Liens on the assets of the company and Domestic Guarantors to secure full payment and performance of the Secured Obligations.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness indebtedness or other Obligations obligations owing to the Existing Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement as amended and restated hereby shall be amendeddeemed to be a continuing agreement among the parties, supplementedand all documents, modified instruments and agreements delivered pursuant to or in connection with the Existing Credit Agreement not amended and restated in their entirety connection with the entry of the parties into this Agreement shall remain in full force and effect, each in accordance with its terms, as of the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Existing Credit Agreement contained herein were set forth in an amendment to the Existing Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement, the Existing Credit Agreement or such document, instrument or agreement or as otherwise agreed by the facilities described herein, all required parties hereto or thereto. All loans and other obligations of the Borrower Borrowers outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans loans and Obligations obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters except that the Administrative Agent shall make such transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that the outstanding balance of such participationsloans, together with any Loans funded Extensions of Credit made on the or Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with . Upon the foregoing, by signing this Agreementeffectiveness hereof, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is Departing Lender shall not be a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the ObligationsLender hereunder.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement Agreement, effective from and after the Restatement Effective Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Closing Date, the credit facilities described in the Existing Credit Agreement Agreement, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Borrower Borrowers outstanding as of such date under the Existing Credit Agreement Agreement, shall be deemed to be Loans loans and Obligations obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters except that the Administrative Agent shall make such transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that the outstanding balance of such participationsLoans, together with any Loans funded on the Restatement Effective Closing Date, reflect the respective Commitments Commitment of the Lenders hereunder. . Bank of America, N.A., as Administrative Agent Re: Xxxxxxx Waste Systems, Inc. – Loan Notice Ladies and Gentlemen: Xxxxxxx Waste Systems, Inc. (the “Parent”) hereby submits this Loan Notice pursuant to Section 2.02(a) of the Amended and Restated Credit Agreement, dated as of December 22, 2021 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among the Parent and certain of its Subsidiaries (collectively, the “Borrowers”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender. All capitalized terms used in this Loan Notice shall have the respective meanings provided therefor in the Credit Agreement. This Loan Notice is executed by the Parent on behalf of itself and each of the other Borrowers pursuant to Section 10.12(j) of the Credit Agreement. [The Parent, on behalf of itself and each of the other Borrowers, hereby represents, warrants and certifies to you that (a) the Borrowers have performed and complied with all of the terms and conditions contained in the Credit Agreement required to be performed or complied with by the Borrowers prior to or at the time of the Borrowing requested hereunder, (b) In the representations and warranties of the Borrowers contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection with therewith, are true and correct on and as of the foregoingdate hereof, by signing this Agreementexcept to the extent that such representations and warranties specifically refer to an earlier date, each Loan Party hereby confirms that notwithstanding in which case they are true and correct as of such earlier date and except to the effectiveness extent of this Agreement and the changes resulting from transactions contemplated hereby (i) or permitted by the Obligations of such Loan Party under this Credit Agreement and the other Loan Documents are entitled and changes occurring in the ordinary course of business which singly or in the aggregate do not have a Material Adverse Effect; [for purposes of this Loan Notice, the representations and warranties contained in Section 5.05(a) of the Credit Agreement shall be deemed to refer to the benefits most recent statements furnished pursuant to Section 6.04(a) or (b) of the guarantees Credit Agreement, as applicable,]1 and the security interests set forth or created herein (c) at and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligationsdate hereof, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyedno Default exists, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effectwould result from, are not released the requested Credit Extension or reduced, and continue to secure full payment and performance from the application of the Obligations.proceeds thereof.]2 [use applicable section]

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness or other Obligations owing to the Lenders or the Term Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans and Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or collaterally assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Third Amended and Restated Credit Agreement (as amended) effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing Third Amended and Restated Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement, and the execution and delivery of the Restatement Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under this Agreement based on facts or events occurring or existing prior to the execution and delivery of the Restatement Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Third Amended and Restated Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Borrower outstanding as of such date under the Existing Third Amended and Restated Credit Agreement shall be deemed to be Loans and Loan Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters except that the Administrative Agent shall make such transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that the outstanding balance of such participationsLoans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments Commitment of the Lenders hereunder. (b) . In connection with furtherance of the foregoing, by signing each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Lender’s signature to this AgreementAgreement being conclusive evidence of such authorization). On the Restatement Effective Date, each Loan Party hereby confirms that notwithstanding the credit facilities described in the Third Amended and Restated Credit Agreement immediately prior to the effectiveness of this the Restatement Agreement shall be exchanged and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created replaced as described herein and in the Collateral DocumentsRestatement Agreement, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations the Administrative Agent shall make such transfers of funds as Guarantor are necessary in order that the outstanding balance of such Loans, together with respect to all any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Guaranteed ObligationsLenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (iii) each Loan Document such Lender’s signature or consent to which the Restatement Agreement being conclusive evidence of such Loan Party authorization). This Agreement is a party issubject to Section 5 of the Restatement Agreement, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its the terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent provisions of which are incorporated herein by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligationsreference as if fully set forth herein.

Amendment and Restatement; No Novation. (a) This On the Closing Date, the Existing Agreement constitutes an shall be amended, restated and superseded in its entirety hereby by this Agreement. The parties hereto acknowledge and agree that (i) this Agreement, the Notes and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, refinancing or termination of the obligations under the Existing Agreement as in effect prior to the Closing Date; (ii) the “Loan” (as defined in the Existing Agreement) has not become due and payable prior to the Closing Date as a result of the amendment and restatement of the Existing Credit Agreement effective from Agreement; (iii) such obligations are in all respects continuing with only the terms thereof being modified as provided in this Agreement; and after (iv) upon the Restatement Effective Date. The execution and delivery effectiveness of this Agreement shall not constitute a novation all advances and other extensions of any Indebtedness or other Obligations owing to the Lenders or the Administrative Agent credit outstanding under the Existing Credit Agreement based (the “Existing Advances”) immediately before the effectiveness of this Agreement will be part of the Loan hereunder on facts the terms and conditions set forth in this Agreement. (b) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Agreement, Borrower acknowledges and agrees that any causes of action or events occurring or existing other rights created prior to the Closing Date in favor of Administrative Agent, any Lender and/or their respective successors arising out of the representations and warranties of Borrower and contained in or delivered (including representations and warranties delivered in connection with the making of the advances or other extensions of credit thereunder) in connection with the Existing Agreement or any other loan document executed in connection with the Existing Facility prior to the Closing Date shall survive the execution and delivery of this Agreement. On the Restatement Effective Date; provided, the credit facilities described in however, that it is understood and agreed that Xxxxxxxx’s monetary obligations under the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by respect of the facilities described herein, all loans and other Existing Advances are now monetary obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans and Obligations outstanding under the corresponding facilities described herein, without any further action evidenced by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunderthis Agreement. (bc) In connection All indemnification obligations of Borrower pursuant to the Existing Agreement (including any arising from a breach of the representations thereunder) with respect to any losses, claims, damages, liabilities and related expenses occurring prior to the foregoing, by signing Closing Date shall survive the amendment and restatement of the Existing Agreement pursuant to this Agreement. (d) On and after the Closing Date, (i) each reference in the Loan Party hereby confirms that notwithstanding Documents to the effectiveness of “Credit Agreement”, “thereunder”, “thereof” or similar words referring to the Existing Agreement shall mean and be a reference to this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms reference in the Loan Documents to a “promissory note” shall mean and ratifies its continuing unconditional obligations be a promissory note as Guarantor with respect referred to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligationsthis Agreement.

Amendment and Restatement; No Novation. The parties to this Agreement agree that, upon (a) This the execution and delivery by each of the parties hereto of this Agreement constitutes an amendment and restatement (b) satisfaction or waiver of the conditions set forth in Section 3.1, the terms and provisions of the Existing Credit Agreement effective from shall be and after hereby are amended, superseded and restated in their entirety by the Restatement Effective Date. The execution terms and delivery provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation or termination of any Indebtedness or other the Obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Closing Date, the credit facilities described in the Existing Credit Agreement Agreement, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans “Revolving Credit Loans” and other obligations of the Borrower “Obligations” outstanding as of such date under the Existing Credit Agreement (to the extent not repaid on the Closing Date), shall be deemed to be Revolving Credit Loans and Obligations outstanding under the corresponding facilities described hereinhereunder, without any further action by any Person, except that Agent shall make such reallocations of Revolving Credit Commitments and participations in Letters transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that the outstanding balance of such participationsRevolving Credit Loans, together with any Revolving Credit Loans funded on the Restatement Effective Closing Date, reflect the respective Revolving Credit Commitments of the Lenders hereunder. (b) In hereunder and each Lender party hereto hereby waives any requirement to compensate such Lender for any and all losses, costs and expenses incurred by such Lender in connection with such reallocations and transfers required pursuant to Section 2.19(e) of the foregoing, by signing this Existing Credit Agreement, each Loan Party hereby confirms that notwithstanding . Certain lenders under the effectiveness of this Existing Credit Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party will not be Lenders under this Agreement and, on the Closing Date, the loans and the other Loan Documents are entitled to the benefits commitments of each such departing lender will be paid in full and terminated on a non-pro rata basis and each of the guarantees parties hereto hereby consents to such prepayment and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligationstermination. [SIGNATURE PAGES TO FOLLOW.]

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Restatement Effective Date. The execution and delivery of parties to this Agreement shall not constitute a novation of any Indebtedness or other Obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to agree that, upon (x) the execution and delivery by each of the parties hereto of this Agreement. On Agreement and (y) satisfaction of the Restatement Effective Dateconditions set forth in Section 4.01, the credit facilities described in terms and provisions of the Existing Credit Term Loan Agreement shall be and -108- hereby are amended, supplemented, modified superseded and restated in their entirety by the facilities described herein, all loans terms and other obligations provisions of the Borrower outstanding as of such date this Agreement. This Agreement is not intended to and shall not constitute a novation. All Loans made and Obligations incurred under the Existing Credit Term Loan Agreement which are outstanding on the Closing Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (i) all references in the “Loan Documents” (as defined in the Existing Term Loan Agreement) to the “Administrative Agent”, the “Term Loan Agreement” and the “Loan Documents” shall be deemed to be Loans and Obligations outstanding under refer to the corresponding facilities described hereinAdministrative Agent, without any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby Loan Documents, (iii) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Closing Date shall continue as Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s Loans under the Existing Term Loan Document to which Agreement as are necessary in order that each such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms Lender’s Applicable Percentage hereunder reflects such Xxxxxx’s pro rata share of the Facility on the Closing Date and (iv) the Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Term SOFR Loans or Daily Simple SOFR Loans (or any “Eurodollar Rate Loans” under the Existing Term Loan Party ratifies Agreement) and confirms such reallocation described above, in each case on the terms and in the manner set forth in Section 3.05 hereof. (b) On the Closing Date, the Existing Notes, if any, held by each Lender shall be deemed to be cancelled and, if such Xxxxxx has requested a Term Note hereunder, amended and restated by the Term Note delivered hereunder on or about the Closing Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Existing Note held by it). Each Lender, whether or not requesting a Term Note hereunder, shall use its commercially reasonable efforts to deliver the Existing Notes held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Existing Notes of any Lender as of the Closing Date shall continue to be outstanding hereunder (subject to clause (a)(iii) above), and shall from and after the Closing Date be evidenced by the Term Notes (if any) received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that all Liens grantedmay be imposed on, conveyedincurred by or asserted against the Borrower arising out of such Xxxxxx’s failure to deliver the Existing Notes held by it to the Borrower for cancellation, or assigned subject to the condition that the Borrower shall not make any payment to any Agent by Person claiming to be the holder of any such Person pursuant Existing Note unless such Lender is first notified of such claim and is given the opportunity, at such Xxxxxx’s sole cost and expense, to assert any Loan Document defenses to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligationssuch payment.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement Agreement, as amended, effective from and after the Third Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to before the execution and delivery of this Agreement. On the Third Restatement Effective Date, the credit facilities described in the Existing Credit Agreement Agreement, as amended, shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans and other obligations of the Borrower Borrowers and the obligations of the other Loan Parties outstanding or existing as of such date under the Existing Credit Agreement are and shall be deemed to be Loans loans and Obligations obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters except that the Administrative Agent shall make such transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that for the outstanding balance of such participationsLoans, together with any Loans funded on the Third Restatement Effective Date, reflect to comport with the respective Commitments of the Lenders hereunder. hereunder (and each Lender party hereto agrees to cooperate with the Administrative Agent in determining and making such transfers and in accepting such transfers). In furtherance of (but not limited to) the foregoing, (a) all interest and fees of the Loan Parties under the Existing Credit Agreement shall accrue at the rates therefor under the Existing Credit Agreement and shall, on and after the Third Restatement Effective Date, accrue at the rates set forth in this Agreement and be payable on the dates set forth in this Agreement and (b) In connection with all Letters of Credit issued pursuant to the foregoing, by signing Existing Credit Agreement and outstanding on the Third Restatement Effective Date are and shall be deemed to be Letters of Credit under this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement Agreement, as amended, effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to before the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement Agreement, as amended, shall be amended, supplemented, modified and restated in their entirety by the corresponding credit facilities described herein, and all loans and other obligations of the Borrower Borrowers and the obligations of the other Loan Parties outstanding or existing as of such date under the Existing Credit Agreement are and shall be deemed to be Loans loans and Obligations obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters except that the Administrative Agent shall make such transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that for the outstanding balance of such participationsLoans, together with any Loans funded on the Restatement Effective Date, reflect to comport with the respective Revolving Credit Commitments of the Revolving Credit Lenders hereunder. hereunder (and each Revolving Credit Lender party hereto agrees to cooperate with the Administrative Agent in determining and making such transfers and in accepting such transfers). In furtherance of (but not limited to) the foregoing, (a) all interest and fees of the Loan Parties under the Existing Credit Agreement shall accrue at the rates therefor under the Existing Credit Agreement and shall, on and after the Restatement Effective Date, accrue at the rates set forth in this Agreement and be payable on the dates set forth in this Agreement and (b) In connection with all Letters of Credit issued pursuant to the foregoing, by signing Existing Credit Agreement and outstanding on the Restatement Effective Date are and shall be deemed to be Letters of Credit under this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement Agreement, as amended, effective from and after the Restatement Effective Closing Date. The execution and delivery of this Agreement and the other Loan Documents shall not constitute a novation of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders or the Administrative Agent any Lender under the Existing Credit Agreement or the other Loan Documents based on facts or events occurring or existing prior to the execution and delivery of this AgreementAgreement or such other Loan Documents. On the Restatement Effective Closing Date, the credit facilities described in the Existing Credit Agreement Agreement, as amended, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the any Borrower or Guarantor outstanding as of such date under the Existing Credit Agreement Agreement, as amended, shall be deemed to be Loans loans and Obligations obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds, and participations in Letters the Lenders shall make such assignments of Credit and Swing Line the Loans shall be deemed to be reallocated between and/or among themselves for appropriate consideration at par, as are necessary in order that the outstanding balance of such participationsLoans, together with any Loans funded on the Restatement Effective Closing Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection . All Liens securing the "Obligations" as defined in the Existing Credit Agreement are hereby renewed and extended to secure the Obligations. The Administrative Agent, as beneficiary under the Mortgages covering the Fee Properties located in the State of Texas and as mortgagee of the Mortgages covering the Fee Properties located in the State of New Mexico, hereby agrees and consents to the amendment and restatement of each of the "Mortgages", as such term is defined in the Existing Credit Agreement, pursuant to the applicable Mortgage executed in accordance with the foregoing, by signing this Agreement. Obligor Name: Southwest Convenience Stores, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement LLC and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral DocumentsSkinny's, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the ObligationsLLC Obligor No.: 0262937922 SECOND AMENDED AND RESTATED CREDIT AGREEMENT – Page 121 42575.100083 EMF_US 48981686v14

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Original Loan Agreement effective from and after the Restatement Effective Closing Date. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby are not intended by the parties to be, and shall not constitute constitute, a novation or an accord and satisfaction of the Original Term Loan, the Obligations or any Indebtedness or other Obligations obligations owing to the Lenders lenders under the Original Loan Agreement or the Administrative Agent other agreements and documents executed in connection therewith; provided however, that, notwithstanding anything to the contrary set forth herein or the other Debt Documents, the Loan Parties shall not be liable for any prepayment penalty or premium relating to the conversion or payoff of the Original Term Loan (including the prepayment premium required under Section 2.4 of the Original Loan Agreement) or the amount of the Final Payment Fee owing under the Existing Credit Original Loan Agreement based on facts or events occurring or existing prior in excess of the amount required to be paid pursuant to Section 4.1(r) hereof, and all of the Loan Parties’ respective obligations and liabilities with respect thereto shall be deemed satisfied in full and terminated upon the funding of the Term Loan under this Agreement. Except as expressly provided hereunder, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder are not intended by the parties to be, and shall not constitute, a termination or release of any prior security interests granted to Agent under Section 3.1 of the Original Loan Agreement, but is intended to constitute a restatement and reconfirmation of the prior security interests granted under Section 3.1 of the Original Loan Agreement in favor of Agent (for the benefit of itself and the Lenders hereunder) in and to the Collateral. Furthermore, all Account Control Agreements and Access Agreements executed in connection with the Original Term Loan Agreement shall remain and continue in full force and effect as Debt Documents under this Agreement and shall not be deemed terminated. On the Restatement Effective Closing Date, the credit facilities and the terms and conditions thereof described in the Existing Credit Original Loan Agreement shall be amended, supplemented, modified amended and restated in their entirety replaced by the credit facilities and the terms and conditions thereof described hereinin this Agreement, and all loans Loans and other obligations Obligations of the Borrower outstanding as of such date the Closing Date under the Existing Credit Original Loan Agreement shall be deemed automatically to be Loans and Obligations of the Borrower outstanding under the corresponding facilities described hereinherein (such that the Original Term Loan outstanding on the Closing Date shall be converted into a portion of the Term Loan as described in Section 2.2(a) of this Agreement); provided, without any further action by any Personhowever, that interest accruing on the Original Term Loan prior to the Closing Date shall be calculated at the rate of interest specified in the Original Loan Agreement, and participations in Letters interest accruing on the Term Loan (including without limitation that portion of Credit the Term Loan representing the replacement of the Original Term Loan) on and Swing Line Loans after the Closing Date shall be deemed to be reallocated as are necessary calculated at the rate of interest specified in order that the outstanding balance Section 2.3(a) of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with this Agreement. Notwithstanding the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement amends, restates and replaces the transactions contemplated hereby (i) the Obligations of such Original Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligationsentirety.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amends and restates in its entirety the Existing Credit Agreement, and the Borrower confirms that: the Existing Credit Agreement, the other Loan Documents and the Collateral for the Obligations thereunder (as all such capitalized terms are defined in the Existing Credit Agreement) have at all times, since the date of the execution and delivery of such documents, remained in full force and effect and continued to secure such obligations which are continued as the Obligations hereunder as amended hereby. The Loans hereunder are a continuation of the Loans under (and as such term is defined in) the Existing Credit Agreement. The Borrower, the Administrative Agent, and the Lenders acknowledge and agree that the amendment and restatement of the Existing Credit Agreement effective from and after the Restatement Effective Date. The execution and delivery of any Loan Documents expressly amended by this Agreement shall is not constitute intended to constitute, nor does it constitute, a novation novation, interruption, suspension of any Indebtedness continuity, satisfaction, discharge or other Obligations owing to termination of the Lenders obligations, loans, liabilities, or the Administrative Agent indebtedness under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, all loans and other obligations of Loan Documents thereunder or the Borrower outstanding collateral security therefor (except as of such date under the Existing Credit Agreement shall be deemed to be Loans and Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations collateral security is expressly modified in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together accordance with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such other Loan Party under Document amended in connection therewith), and this Agreement and the other Loan Documents are entitled to all rights and benefits originally pertaining to the benefits of the guarantees Existing Credit Agreement and the security interests other Loan Documents (as such term is defined therein). Notwithstanding the foregoing, except to the extent specifically amended and restated on the terms set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor Guaranty Agreement with respect to all ADS and StormTech LLC, each of the Guaranteed ObligationsGuarantors (other than ADS and StormTech LLC, the “Existing Guarantors”) under that certain Continuing Agreement of Guaranty and Suretyship, dated as of September 24, 2010 (iiias amended, restated, amended and restated or otherwise modified or supplemented from time to time, the “Existing Guaranty”) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified released from the Existing Guaranty and confirmed such Existing Guaranty is terminated with respect to each Existing Guarantor and any and all collateral pledged by each such Existing Guarantor under the Loan Documents (as defined in all respects the Existing Credit Agreement) is hereby released and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligationsterminated.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement Agreement, as amended, effective from and after the Second Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to before the execution and delivery of this Agreement. On the Second Restatement Effective Date, the credit facilities described in the Existing Credit Agreement Agreement, as amended, shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans and other obligations of the Borrower Borrowers and the obligations of the other Loan Parties outstanding or existing as of such date under the Existing Credit Agreement are and shall be deemed to be Loans loans and Obligations obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters except that the Administrative Agent shall make such transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that for the outstanding balance of such participationsLoans, together with any Loans funded on the Second Restatement Effective Date, reflect to comport with the respective Commitments of the Lenders hereunder. hereunder (and each Lender party hereto agrees to cooperate with the Administrative Agent in determining and making such transfers and in accepting such transfers). In furtherance of (but not limited to) the foregoing, (a) all interest and fees of the Loan Parties under the Existing Credit Agreement shall accrue at the rates therefor under the Existing Credit Agreement and shall, on and after the Second Restatement Effective Date, accrue at the rates set forth in this Agreement and be payable on the dates set forth in this Agreement and (b) In connection with all Letters of Credit issued pursuant to the foregoing, by signing Existing Credit Agreement and outstanding on the Second Restatement Effective Date are and shall be deemed to be Letters of Credit under this Agreement. On the Second Restatement Effective Date, each Loan Party hereby confirms all outstanding loans under the Existing Credit Agreement made by any Person that notwithstanding is a “Lender” under the effectiveness of this Existing Credit Agreement who is not a Lender hereunder (each, an “Exiting Lender”) shall be repaid in full and the transactions contemplated hereby (i) the Obligations commitments and other obligations and rights of such Loan Party under this Agreement and the other Loan Documents are Exiting Lender shall be terminated (except that such Exiting Lender shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 of the guarantees and the security interests set forth or created herein and in the Collateral DocumentsExisting Credit Agreement, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of facts and circumstances occurring prior to the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the ObligationsSecond Restatement Effective Date).

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness or other Obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Datedate, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans and Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the he respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby hereby, (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, conveyed or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, reduced and continue to secure full payment and performance of the Obligations.

Amendment and Restatement; No Novation. From and after the date hereof, this Guaranty supersedes the terms of the Existing Guaranty in all respects. Guarantor hereby (ai) This Agreement constitutes an ratifies, affirms, acknowledges and agrees that the Existing Guaranty, including as amended by this Guaranty, represents the valid and enforceable obligations of Guarantor thereunder, in each case in accordance with its terms, including as amended hereby, and (ii) acknowledges that Guarantor has no claims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to the Obligations and the Guaranteed Obligations. Each Guarantor hereby agrees that this Guaranty in no way acts as a release or relinquishment of the Obligations and/or the Guaranteed Obligations as defined in the Existing Guaranty, any security interest or any rights securing payment of the Obligations and/or the Guaranteed Obligations. The Obligations and the Guaranteed Obligations and the rights of Guarantor securing payment and performance of the Obligations and the Guaranteed Obligations are hereby ratified and confirmed by Guarantor in all respects and survive the amendment and restatement of the Existing Credit Agreement effective from Guaranty in accordance with the terms hereof. From and after the Restatement Effective Datedate hereof, all references in any other document to the Existing Guaranty shall hereafter be deemed to be to this Guarantee. The execution Notwithstanding the amendment and delivery restatement of this Agreement the Existing Guaranty, all amounts owing under the Existing Guaranty which remain outstanding shall constitute obligations owing hereunder. This Guaranty is not intended to constitute a novation of any Indebtedness or other Obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans and Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunderGuaranty. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness or other Obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans and Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this the Restatement Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or collaterally assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations. ADVANCED DISPOSAL SERVICES, INC., SECTION 1. DEFINITIONS 1 SECTION 2. GUARANTEES BY GUARANTORS 8 SECTION 3. GRANT OF TRANSACTION LIENS 10 SECTION 4. GENERAL REPRESENTATIONS AND WARRANTIES 11 SECTION 5. FURTHER ASSURANCES; GENERAL COVENANTS 13 SECTION 6. RECORDABLE INTELLECTUAL PROPERTY 14 SECTION 7. INVESTMENT PROPERTY 15 SECTION 8. [RESERVED] 16 SECTION 9. CASH COLLATERAL ACCOUNTS 16 SECTION 10. COMMERCIAL TORT CLAIMS 16 SECTION 11. 17 SECTION 12. LETTER-OF-CREDIT RIGHTS 17 SECTION 13. TRANSFER OF RECORD OWNERSHIP 17 SECTION 14. RIGHT TO VOTE SECURITIES 17 SECTION 15. [RESERVED] 18 SECTION 16. REMEDIES UPON EVENT OF DEFAULT 18 SECTION 17. APPLICATION OF PROCEEDS 19 SECTION 18. FEES AND EXPENSES; INDEMNIFICATION 20 SECTION 19. AUTHORITY TO ADMINISTER COLLATERAL 22 SECTION 20. LIMITATION ON DUTY IN RESPECT OF COLLATERAL 23 SECTION 21. GENERAL PROVISIONS CONCERNING THE COLLATERAL AGENT 23 SECTION 22. TERMINATION OF TRANSACTION LIENS; RELEASE OF COLLATERAL 24 SECTION 23. ADDITIONAL GUARANTORS AND GRANTORS 24 SECTION 24. NOTICES 24 SECTION 25. NO IMPLIED WAIVERS; REMEDIES NOT EXCLUSIVE 24 SECTION 26. SUCCESSORS AND ASSIGNS 25 SECTION 27. AMENDMENTS AND WAIVERS 25 SECTION 28. CHOICE OF LAW 25 SECTION 29. WAIVER OF JURY TRIAL 25 SECTION 30. SEVERABILITY 25 SECTION 31. AMENDMENT AND RESTATEMENT 25 Schedule 1 Equity Interests in Subsidiaries and Affiliates Owned by Grantors Schedule 2 Other Investment Property Owned by Grantors Schedule 3 Material Commercial Tort Claims Exhibit A Guarantee and Collateral Agreement Supplement Exhibit B Copyright Security Agreement Exhibit C Patent Security Agreement Exhibit D Trademark Security Agreement Exhibit E Perfection Certificate Exhibit F Issuer Control Agreement AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT dated as of November 10, 2016 among ADVANCED DISPOSAL SERVICES, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent, as successor to the Existing Collateral Agent.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement Agreement, effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement Agreement, as amended, shall be amended, supplemented, modified amended and restated in their entirety by the credit facilities described herein, and all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement Agreement, as amended, shall be deemed to be Loans loans and Obligations obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are 124 Amended and participations Restated KCSR Credit Agreement necessary in Letters order that the outstanding balance of such Advances, together with any Advances funded on the Original Effective Date, reflect the respective Commitment of the Lenders hereunder. (b) On the Restatement Effective Date, (i) all Advances made by any Person that is a “Lender” under the Existing Credit Agreement which is not a Lender hereunder (each, an “Exiting Lender”) shall be repaid in full and Swing Line Loans the commitments and other obligations and rights (except as expressly set forth in the Existing Credit Agreement) of such Exiting Lender shall be terminated, (ii) all outstanding Advances not being repaid under clause (i) above shall be deemed Revolving Credit Advances or Term Advances (of the same Class (and any relevant sub-tranche) as constituted prior to be reallocated the Restatement Effective Date), as applicable, hereunder and the Administrative Agent shall make such transfers of funds (all such transfers are deemed in compliance with the Loan Documents and shall supersede any provisions in Section 2.06, 2.13, 9.01 or 9.07 to the contrary) as are necessary in order that the outstanding balance of such participationsRevolving Credit Advances or Term Advances, together as applicable, are in accordance with any Loans funded on the Restatement Effective DatePro Rata Share or relevant Term Commitments, reflect the respective Commitments as applicable, of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and there shall continue to be, have been paid in cash in full force all accrued but unpaid fees under the Existing Credit Agreement due to the Restatement Effective Date and effect all other amounts, costs and is hereby ratified and confirmed in all respects and shall remain in full force and effect according expenses then owing to its terms and any of the lenders and/or the Administrative Agent under the Existing Credit Agreement, (iv) all outstanding Letters of Credit under the Existing Credit Agreement shall be Letters of Credit hereunder and (v) all outstanding promissory notes issued by the Borrower to the lenders under the Existing Credit Agreement shall be promptly returned to the Administrative Agent which shall forward such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned notes to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the ObligationsBorrower for cancellation.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement Agreement, as amended, effective from and after the Restatement Effective Closing Date. The execution and delivery A portion of the indebtedness owing under this Agreement shall is the same indebtedness as formerly evidenced by the Existing Credit Agreement. The parties hereto acknowledge and agree that (i) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of any Indebtedness or other Obligations owing to the Lenders or “Obligations” (as defined in the Administrative Agent Existing Credit Agreement) under the Existing Credit Agreement based on facts or events occurring or existing as in effect prior to the execution Restatement Date and delivery which remain outstanding and are in all respects continuing (as amended and restated hereby), except to the extent that any such obligations have been repaid by the Borrowers on the Closing Date pursuant to the terms of this Agreement. On , (ii) references in the Restatement Effective Loan Documents to the “Credit Agreement” shall be deemed to be references to this Agreement, and to the extent necessary to effect the foregoing, each such Loan Document is hereby deemed amended accordingly, (iii) all of the terms and provisions of the Existing Credit Agreement shall continue to apply for the period prior to the Closing Date, including any determinations of payment dates, interest rates, Events of Default or any amount that may be payable to the credit facilities described Administrative Agent or the Lenders (or their assignees or replacements hereunder), (iv) the obligations under the Existing Credit Agreement shall continue to be paid or prepaid on or prior to the Closing Date, and shall from and after the Closing Date continue to be owing and be subject to the terms of this Agreement, except to the extent that any such obligations have been repaid by the Borrowers on the Closing Date pursuant to the terms of this Agreement, and (v) all references in the Loan Documents to the “Administrative Agent” or “Agent” shall be deemed to refer to the Administrative Agent under this Agreement and all references in the Loan Documents to “Lenders” or a “Lender” shall be deemed to refer to the Lenders as defined in this Agreement, and to the extent necessary to effect the foregoing, each such Loan Document is hereby deemed amended accordingly; provided, however, that all Liens granted to the Administrative Agent for the benefit of the Lenders under or in connection with the Existing Credit Agreement shall be amendedautomatically released, supplementedterminated and of no further force and effect on the date hereof, modified and restated Administrative Agent shall deliver all terminations relating to such Liens within thirty (30) days following the date hereof. To the extent necessary to effect the foregoing, each such Loan Document is hereby deemed amended accordingly. The Borrowers, their respective Subsidiaries, the Administrative Agent, the L/C Issuer and the Lenders acknowledge and agree that all principal, interest, fees, costs, reimbursable expenses and indemnification obligations accruing or arising under or in their entirety by the facilities described herein, all loans and other obligations of the Borrower outstanding as of such date under connection with the Existing Credit Agreement which remain unpaid and outstanding as of the Closing Date shall be deemed to be Loans and remain outstanding and payable as Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the or Additional Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to Documents. (b) Upon the benefits effectiveness hereof, the Administrative Agent shall reallocate the commitments and Loans of the guarantees Lenders hereunder and shall notify the security interests set forth or created herein Lenders of any payments required to be made so that the commitments and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all Loans of the Guaranteed ObligationsLenders are in accordance with Schedule 1.01(b). Upon receipt of such notice, (iii) each Loan Document to which such Loan Party is a party is, and Lender shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of make the Obligationspayments specified therein.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement Agreement, effective from and after the Restatement Effective Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Closing Date, the credit facilities described in the Existing Credit Agreement Agreement, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Borrower Borrowers outstanding as of such date under the Existing Credit Agreement Agreement, shall be deemed to be Loans loans and Obligations obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters except that the Administrative Agent shall make such transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that the outstanding balance of such participationsLoans, together with any Loans funded on the Restatement Effective Closing Date, reflect the respective Commitments Commitment of the Lenders hereunder. . [Signature pages followintentionally omitted] To: Bank of America, N.A., as Administrative Agent BofA Securities, Inc. and TD Securities (bUSA) In connection LLC, as Sustainability Coordinators Ladies and Gentlemen: Reference is made to that certain Xxxxxxx and Restated Credit Agreement, dated as of December 22, 2021 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among Xxxxxxx Waste Systems, Inc., a Delaware corporation (the “Parent”), certain of its Subsidiaries identified therein (collectively with the foregoingParent, by signing this Agreementthe “Borrowers”), each Loan Party the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender. The undersigned hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits certifies, solely in [his/her] capacity as a Responsible Officer of the guarantees Parent and the security interests set forth or created herein and not in the Collateral Documents[his/her] individual capacity, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations.that:

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement Agreement, effective from and after the Restatement Effective Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Closing Date, the credit facilities described in the Existing Credit Agreement Agreement, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Borrower Borrowers outstanding as of such date under the Existing Credit Agreement Agreement, shall be deemed to be Loans loans and Obligations obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters except that the Administrative Agent shall make such transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that the outstanding balance of such participationsLoans, together with any Loans funded on the Restatement Effective Closing Date, reflect the respective Commitments Commitment of the Lenders hereunder. . Financial Statement Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Xxxxxxx and Restated Credit Agreement, dated as of December 22, 2021 (b) In connection as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among Xxxxxxx Waste Systems, Inc., a Delaware corporation (the “Parent”), certain of its Subsidiaries identified therein (collectively with the foregoingParent, by signing the “Borrowers”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender. The undersigned [Chief Financial Officer] [Chief Accounting Officer] hereby certifies, as an authorized officer of the Parent and not individually, as of the date hereof that such person is the [Chief Financial Officer] [Chief Accounting Officer] of the Parent, and that, as such, such person is authorized to execute and deliver this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled Certificate to the benefits Administrative Agent on behalf of the guarantees Borrowers, and the security interests set forth or created herein and in the Collateral Documentshereby certifies, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all on behalf of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations.Borrowers as follows that: [Use following paragraph 1 for fiscal year-end financial statements]

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement Agreement, as amended, effective from and after the Restatement Effective Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness debt or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Closing Date, the credit facilities described in the Existing Credit Agreement Agreement, as amended, shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans and other obligations of the Borrower Borrowers outstanding as of such date under the Existing Credit Agreement Agreement, as amended, to the extent not repaid in accordance with the terms herein, shall be deemed to be Loans loans and Obligations obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters except that the Administrative Agent shall make such transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that the outstanding balance of such participationsLoans, together with any Loans funded on the Restatement Effective Closing Date, reflect the respective Commitments of the Lenders hereunder. (ba) In connection with On the foregoingClosing Date, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) all outstanding loans under the Obligations Existing Credit Agreement (“Existing Loans”) made by any Person that is a “Lender” under the Existing Credit Agreement which is not a Lender hereunder (each, an “Exiting Lender”) shall be repaid in full and the commitments and other obligations and rights (except as expressly set forth in the Existing Credit Agreement) of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral DocumentsExiting Lender shall be terminated, (ii) each Guarantor hereby confirms all outstanding Existing Loans constituting Revolving Loans under the Existing Credit Agreement that are not being repaid under clause (i) above shall be repaid in accordance with Section 4.01(c), if necessary, or if not necessary, be deemed Revolving Loan hereunder in accordance with Section 2.01(b) and ratifies its continuing unconditional obligations the Administrative Agent shall make such transfers of funds as Guarantor are necessary in order that the outstanding balance of such Revolving Loans, together with respect to all any Revolving Loans funded on the Closing Date, are in accordance with the relevant Applicable Percentages of the Guaranteed ObligationsLenders hereunder, (iii) all Outstanding Term Loan Obligations under the Existing Credit Agreement shall be continued and reconstituted as a Term Loan hereunder in accordance with Section 2.01(a)(i), (iv) there shall have been paid in cash in full all accrued but unpaid interest on the Existing Loans to the Closing Date, (v) there shall have been paid in cash in full all accrued but unpaid fees under the Existing Credit Agreement due to the Closing Date and all other amounts, costs and expenses then owing to any of the Existing Lenders and/or Bank of America, as administrative agent under the Existing Credit Agreement, (vi) all outstanding Letters of Credit under the Existing Credit Agreement shall be Letters of Credit hereunder and (vii) all outstanding promissory notes issued by the Borrowers to the Existing Lenders under the Existing Credit Agreement shall be promptly returned to the Administrative Agent which shall forward such notes to the Borrowers for cancellation and be replaced with amended and restated promissory notes. (b) In furtherance of the foregoing the parties hereto hereby confirm that each Loan Document to which such Loan Party is a party is, and of the Collateral Documents entered into in connection with the Existing Credit Agreement shall continue to be, be in full force and effect and is hereby ratified and confirmed in all respects ratified and reaffirmed as if fully restated as of the date hereof by this Credit Agreement; provided that: (a) all references therein to the “Credit Agreement” shall be deemed to be references to this Credit Agreement, (b) all references to “Administrative Agent” shall be deemed to be references to Bank of America, N.A., in its capacity as Administrative Agent under this Credit Agreement; and (c) all references to “Lenders” shall be deemed to be references to the Lenders under this Credit Agreement. The Collateral Documents are hereby confirmed, ratified and reaffirmed by this Credit Agreement and shall remain in full force extend to, and effect according to its terms shall secure and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyedguaranty, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance guarantee (as the case may be) the Obligations as defined herein and such Collateral Documents shall not be otherwise affected or discharged by the terms of the Obligationsthis Credit Agreement.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement Agreement, as amended, effective from and after the Restatement Effective Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness debt or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Closing Date, the credit facilities described in the Existing Credit Agreement Agreement, as amended, shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans and other obligations of the Borrower Borrowers outstanding as of such date under the Existing Credit Agreement Agreement, as amended, to the extent not repaid in accordance with the terms herein, shall be deemed to be Loans loans and Obligations obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters except that the Administrative Agent shall make such transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that the outstanding balance of such participationsLoans, together with any Loans funded on the Restatement Effective Closing Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with On the foregoingClosing Date, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) all outstanding loans under the Obligations Existing Credit Agreement (“Existing Loans”) made by any Person that is a “Lender” under the Existing Credit Agreement which is not a Lender hereunder (each, an “Exiting Lender”) shall be repaid in full and the commitments and other obligations and rights (except as expressly set forth in the Existing Credit Agreement) of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral DocumentsExiting Lender shall be terminated, (ii) each Guarantor hereby confirms all outstanding Existing Loans constituting Revolving Credit Loans under the Existing Credit Agreement that are not being repaid under clause (i) above shall be repaid in accordance with Section 4.01(c), if necessary, or if not necessary, be deemed Revolving Credit Loan hereunder in accordance with Section 2.01(b) and ratifies its continuing unconditional obligations the Administrative Agent shall make such transfers of funds as Guarantor are necessary in order that the outstanding balance of such Revolving Credit Loans, together with respect to all any Revolving Credit Loans funded on the Closing Date, are in accordance with the relevant Applicable Percentages of the Guaranteed ObligationsLenders hereunder, (iii) [reserved], (iv) there shall have been paid in cash in full all accrued but unpaid interest on the Existing Loans to the Closing Date, (v) there shall have been paid in cash in full all accrued but unpaid fees under the Existing Credit Agreement due to the Closing Date and all other amounts, costs and expenses then owing to any of the Existing Lenders and/or Bank of America, as administrative agent under the Existing Credit Agreement, (vi) all outstanding Letters of Credit under the Existing Credit Agreement shall be Letters of Credit hereunder and (vii) all outstanding promissory notes issued by the Borrowers to the Existing Lenders under the Existing Credit Agreement shall be promptly returned to the Administrative Agent which shall forward such notes to the Borrowers for cancellation and be replaced with amended and restated promissory notes. (c) In furtherance of the foregoing the parties hereto hereby confirm that each Loan Document to which such Loan Party is a party is, and of the Collateral Documents entered into in connection with the Existing Credit Agreement shall continue to be, be in full force and effect and is hereby ratified and confirmed in all respects ratified and reaffirmed as if fully restated as of the date hereof by this Credit Agreement; provided that: (a) all references therein to the “Credit Agreement” shall be deemed to be references to this Credit Agreement, (b) all references to “Administrative Agent” shall be deemed to be references to Bank of America, N.A., in its capacity as Administrative Agent under this Credit Agreement; and (c) all references to “Lenders” shall be deemed to be references to the Lenders under this Credit Agreement. The Collateral Documents are hereby confirmed, ratified and reaffirmed by this Credit Agreement and shall remain in full force extend to, and effect according to its terms shall secure and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyedguaranty, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance guarantee (as the case may be) the Obligations as defined herein and such Collateral Documents shall not be otherwise affected or discharged by the terms of the Obligationsthis Credit Agreement.

Amendment and Restatement; No Novation. Reference is made to that certain Amended and Restated Continuing Agreement of Guaranty and Suretyship, dated as of March 12, 2015, made by the guarantors party thereto in favor of the Administrative Agent, as heretofore amended (a) This as so amended, the “Existing Guaranty Agreement”). The Existing Guaranty Agreement constitutes is hereby amended and restated in its entirety as provided herein, and this Guaranty is not intended to constitute, nor does it constitute, an amendment interruption, suspension of continuity, satisfaction, discharge of prior duties, novation, or termination of the indebtedness, loans, liabilities, expenses, or guaranteed obligations under the Existing Guaranty Agreement. Each Guarantor and restatement the Administrative Agent acknowledge and agree that the Existing Guaranty Agreement has continued to guaranty the indebtedness, loans, liabilities, expenses, and obligations thereunder since the date of execution of the Existing Credit Agreement effective from Guaranty Agreement; and after that this Guaranty is entitled to all rights and benefits originally pertaining to the Restatement Effective DateExisting Guaranty Agreement. The execution and delivery IN WITNESS WHEREOF, each Guarantor intending to be legally bound, has executed this Guaranty as of the date first above written with the intention that this Agreement Guaranty shall not constitute a novation of any Indebtedness or sealed instrument. GLATFELTER HOLDINGS, LLC, a Delaware limited liability company By: Name: Title: $______________ ____________, ______ FOR VALUE RECEIVED, the undersigned, XXXXXXXXXX CORPORATION, a Pennsylvania corporation, and the other Obligations owing Borrowers signatory hereto (collectively, the “Borrowers”), jointly and severally, hereby promise to pay to the Lenders or order of _________________ (the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date“Lender”), the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, all loans and other obligations lesser of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans and Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations principal sum of ______________________________and ___/100 Dollars (US$____________.__), and (ii) the aggregate unpaid principal balance of all Revolving Credit Loans made by the Lender to the Borrowers pursuant to Section 2.1.1 of the Fourth Amended and Restated Credit Agreement, dated as of September 2, 2021, among the Borrowers, the Guarantors now or hereafter party thereto, the Lenders now or hereafter party thereto, and PNC Bank, National Association, as Administrative Agent (hereinafter referred to in such Loan Party under capacity as the “Administrative Agent”) (as amended, restated, modified, or supplemented from time to time, the “Credit Agreement”), payable by 11:00 a.m. on the Expiration Date applicable to the Revolving Credit Commitments. The Borrowers shall pay, together with interest the unpaid principal balance hereof from time to time outstanding from the date hereof at the rate or rates per annum specified by the Borrowers pursuant to, or as otherwise provided in, the Credit Agreement. Subject to the provisions of the Credit Agreement, interest on this [Amended and Restated] Revolving Credit Note (this “Note”) will be payable pursuant to Section 4.3 of, or as otherwise provided in, the Credit Agreement. If any payment or action to be made or taken hereunder shall be stated to be or become due on a day which is not a Business Day, such payment or action shall be made or taken on the next following Business Day, unless otherwise provided in the Credit Agreement, and such extension of time shall be included in computing interest or fees, if any, in connection with such payment or action. Upon the occurrence and during the continuation of an Event of Default and at the Administrative Agent’s discretion or upon written demand by the Required Lenders, the Borrowers shall pay interest on the entire principal amount of the then outstanding Revolving Credit Loans evidenced by this Note and all other obligations due and payable to the Lender pursuant to the Credit Agreement and the other Loan Documents are at a rate per annum as set forth in Section 3.3 [Interest After Default] of the Credit Agreement. Such interest will accrue before and after any judgment has been entered. Subject to the provisions of the Credit Agreement, payments of both principal and interest shall be made without setoff, counterclaim, or other deduction of any nature at the office of the Administrative Agent located at PNC Firstside Center, 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000, Attention: [__], [__], unless otherwise directed in writing by the Administrative Agent, in lawful money of the United States of America or, in the case of any Revolving Credit Loans made in an Optional Currency, in the applicable Optional Currency, in each case in immediately available funds. This Note is one of the Notes referred to in, and is subject to the provisions (including, but not limited to, the limitations set forth in Section 10.18 of the Credit Agreement if applicable), and is entitled to the benefits of, the Credit Agreement and other Loan Documents, including the representations, warranties, covenants, conditions, security interests, and Liens contained or granted therein. The Credit Agreement among other things contains provisions for acceleration of the guarantees maturity hereof upon the happening of certain stated events and also for prepayment, in certain circumstances, on account of principal hereof prior to maturity upon the terms and conditions therein specified. Except as expressly set forth in the Credit Agreement, the Borrowers waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note and the security interests set forth or created Credit Agreement. This Note shall bind the Borrowers and their respective successors and assigns, and the benefits hereof shall inure to the benefit of the Lender and its successors and assigns. All references herein to the “Borrowers” and the “Lender” shall be deemed to apply to the Borrowers and the Lender, respectively, and their respective successors and assigns as permitted under the Credit Agreement. This Note and any other documents delivered in connection herewith and the rights and obligations of the parties hereto and thereto shall for all purposes be governed by and construed and enforced in accordance with the laws of the State of New York. All capitalized terms used herein shall, unless otherwise defined herein, have the same meanings given to such terms in the Collateral Documents, (ii) each Guarantor hereby confirms Credit Agreement and ratifies its continuing unconditional obligations as Guarantor with respect to all Section 1.2 of the Guaranteed ObligationsCredit Agreement shall apply to this Note. [This Note amends and restates that certain Revolving Credit Note, (iii) each Loan Document to which such Loan Party is a party isdated March 12, and shall continue to be2015, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according the original principal amount of $[__] payable to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance the order of the Obligations.Lender (the “Existing Note”). ]

Amendment and Restatement; No Novation. (a) 16.1 This Agreement constitutes an amendment and restatement of the Existing Credit Agreement Agreement, effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement, nor shall it extinguish, terminate or impair the obligations or the rights or remedies of the Agent under the Existing Credit Agreement or any other Loan Document. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the 102 facilities described herein, and all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement Agreement, shall be deemed to be Loans loans and Obligations other obligations outstanding under the corresponding facilities described herein, without any further action by any PersonPerson (including, without limitation, any Assignment and participations in Letters Assumption Agreement), except that the Agent shall make such transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that for the outstanding balance of such participationsthe Loans, together with any Loans funded on the Restatement Effective Date, to reflect the respective Commitments of the Lenders hereunder. . As of the Effective Date, the Commitments of each financial institution party to the Existing Credit Agreement as a lender that has elected not to continue as a Lender under this Credit Agreement and that is identified on the signature pages hereto as an Exiting Lender (bthe “Exiting Lenders”) In connection with shall be terminated and permanently reduced to zero. As of the foregoingEffective Date, each of the Exiting Lenders shall cease to be a party to the Existing Credit Agreement and shall have no further rights or obligations thereunder and shall have no rights or obligations hereunder other than as set forth in this Section (other than any right or obligation, that pursuant to the Existing Credit Agreement, expressly survives a termination of the Commitments) and each Exiting Lender shall return to the Borrower any promissory note executed and delivered by signing this such Borrower to such Exiting Lender pursuant to the Existing Credit Agreement. Except as expressly amended hereby, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according accordance with the provisions thereof on the date hereof. Any reference to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, the Credit Agreement or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligationsother Loan Documents herein or in any other Loan Documents shall refer to this Agreement and such other Loan Documents as amended hereby. [signature pages followintentionally omitted] 103 Pricing Level Debt RatingsFitch/Moody’s/S&P Applicable Margin-EurodollarMargin-SOFR Loans Applicable Margin- Floating Rate Loans Applicable Fee Rate The Applicable Margin for EurodollarSOFR Loans and Floating Rate Loans and the Applicable Fee Rate shall be determined in accordance with the foregoing table based on the Borrower’s Status as determined from its then-current Xxxxx’x Rating, Fitch Rating and S&P Rating. The credit rating in effect on any date for the purposes of this Schedule is that in effect at the close of business on such date.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment amends, restates, supersedes and restatement of replaces the Existing Credit Agreement in its entirety effective from and after the Restatement Effective Closing Date. The execution and delivery of ; provided, that, (i) this Agreement shall not constitute a novation novation, discharge, rescission, extinguishment or substitution of the parties’ rights and obligations as to payment of the “Loans”, “Letters of Credit” (as each such term is defined in the Existing Credit Agreement) and the Existing Obligations or evidence payment of all or any Indebtedness or other Obligations owing to portion of the Lenders or “Loan Parties’” (as such term is defined in the Administrative Agent Existing Credit Agreement) obligations and liabilities under the Existing Credit Agreement based on facts or events occurring or existing prior (except to the execution extent amended, restated and/or superseded in connection with the transactions contemplated hereby) and delivery such amendment and restatement shall operate to renew, amend, modify, and extend all of this Agreement. On the Restatement Effective Daterights, duties, liabilities and obligations of such “Loan Parties” under the credit facilities described Existing Credit Agreement and under the “Loan Documents” (as each such term is defined in the Existing Credit Agreement shall be Agreement), which rights, duties, liabilities and obligations as to payment of the “Loans”, “Letters of Credit” (as each such term is defined in the Existing Credit Agreement) and the Existing Obligations are hereby renewed, amended, supplemented, modified and extended, and shall not act as a novation thereof, (ii) the “Loans”, “Letters of Credit” (as each such term is defined in the Existing Credit Agreement) and the Existing Obligations shall remain outstanding and be continued (except to the extent amended, restated and/or superseded in their entirety by connection with the facilities described hereintransactions contemplated hereby) as the same indebtedness as Loans, all loans Letters of Credit and other Obligations hereunder and shall bear interest and be subject to such other fees as set forth in this Agreement and (iii) the Liens securing the Existing Obligations and the rights, duties, liabilities and obligations of the Borrower outstanding and the Guarantors as to payment of the “Loans”, “Letters of Credit” (as each such term is defined in the Existing Credit Agreement) and the Existing Obligations and the “Loan Documents” (as such term is defined in the Existing Credit Agreement) to which they are a party shall not be extinguished but shall be carried forward and shall secure the Existing Obligations and such rights, duties, obligations and liabilities as amended, renewed, extended and restated hereby. (b) The parties hereto ratify and confirm each of the “Loan Documents” (as such term is defined in the Existing Credit Agreement) entered into prior to the Closing Date (but excluding the Existing Credit Agreement and subject to any amendment and restatement of, or other modification to, any Security Document effective on the date hereof) and agree that such “Loan Documents” continue to be legal, valid, binding and enforceable in accordance with their terms (except to the extent amended, restated and/or superseded in connection with the transactions contemplated hereby), however, for all matters arising prior to the Closing Date (including the accrual and payment of interest and fees, and matters relating to indemnification and compliance with financial covenants), the terms of the Existing Credit Agreement (as unmodified by this Agreement) shall control and are hereby ratified and confirmed. (c) Each Loan Party party hereto represents and warrants that, as of the Closing Date, there are no claims or offsets against, or defenses or counterclaims to, its obligations (or the obligations of any Guarantor) under the Existing Credit Agreement or any of the other “Loan Documents” (as such date term is defined in the Existing Credit Agreement). (d) Upon the Closing Date, the “Loans” (as defined in the Existing Credit Agreement) shall automatically, without any action on the part of any Person, be designated for all purposes of this Agreement and the other Loan Documents as Loans, and the Existing Letters of Credit shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement. The Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure in respect of the “Loans” (as defined in the Existing Credit Agreement) and the Existing Letters of Credit as are necessary in order that each such Lender’s Exposure on the Closing Date as compared to the Aggregate Exposure on the Closing Date reflects such Lender’s Applicable Percentage on the Closing Date. On the Closing Date, the commitments of each Exiting Lender under the Existing Credit Agreement shall be terminated, all outstanding amounts due under the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement) to such Exiting Lender on the Closing Date shall be paid in full, and each Exiting Lender shall not be a Lender under this Agreement (it being understood that each Lender under this Agreement shall not have been deemed to be Loans and Obligations outstanding assume the commitments of the Exiting Lenders under the corresponding facilities described hereinExisting Credit Agreement). Concurrently therewith, without any further action by any Person, and participations in Letters of Credit and Swing Line Loans the Lenders shall be deemed to be reallocated have adjusted their participation interests in any outstanding Letters of Credit so that such interests are held ratably in accordance with their Commitments as are necessary set forth in order Exhibit A hereto. The Administrative Agent and the Lenders hereby agree that the outstanding balance of such participationsminimum borrowing, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement and shall not apply to the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person effected pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations.this Section 9.26(d)

Amendment and Restatement; No Novation. On the Effective Date, subject to the satisfaction of the conditions set forth in Section 5.1, (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness or other Obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified amended and restated in its entirety by this Agreement and (i) all references to the Existing Credit Agreement in any Loan Document, other than this Agreement (including in any amendment, waiver or consent) and the amendment and restatement agreement dated as of the Effective Date by and among the Administrative Agent, the Borrower, Holdings and others, shall be deemed to refer to the Existing Credit Agreement as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Credit Agreement in any Loan Document (but not herein or the amendment and restatement agreement dated as of the Effective Date by and among the Administrative Agent, the Borrower, Holdings and others) shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Credit Agreement as amended and restated hereby, (b) the Schedules attached hereto hereby replace in their entirety by the facilities described hereincorresponding Schedules attached to the Existing Credit Agreement prior to the Effective Date (including, all loans without limitation, Schedule 1.1B hereto which sets forth the Commitments) and other obligations (c) the Exhibits attached hereto hereby replace in their entirety the corresponding Exhibits attached to the Existing Credit Agreement prior to the Effective Date. This Agreement is not intended to constitute, and does not constitute, a novation of the Borrower outstanding as of such date obligations and liabilities ​ ​ ​ ​ under the Existing Credit Agreement shall be deemed (including the Obligations) or to be Loans and Obligations outstanding under the corresponding facilities described herein, without evidence payment of all or any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance portion of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunderobligations and liabilities. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement. All indebtedness and other obligations under the Existing Credit Agreement effective from are hereby renewed and after the Restatement Effective Datecontinued and hereafter will be governed by this Agreement. The execution and delivery of this Agreement shall is not intended to constitute a novation of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On As of the Restatement Effective Datedate hereof, the credit facilities facility described in the Existing Credit Agreement shall be amended, supplemented, modified modified, and restated in their its entirety by the facilities credit facility described herein, and all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans loans and Obligations obligations outstanding under the corresponding facilities described herein, this Agreement without any further action by any Person, except that the Administrative Agent, the Lenders and participations the lenders under the Existing Credit Agreement that are not Lenders under this Agreement (if any) shall make such transfer and advances of funds, repayments of loan and obligations under the Existing Credit Agreement, and other adjustments as are necessary in Letters the opinion of the Administrative Agent so that the outstanding balance of all Loans and Obligations hereunder on the Effective Date, including any Loans funded on the Effective Date under this Agreement, reflect the Commitments of each Lender hereunder on the Effective Date. Notwithstanding anything to the contrary in the Existing Credit Agreement or in this Agreement, no other documents or instruments, including any Assignment and Swing Line Loans Assumption, shall be, or shall be required to be, executed in connection with any such assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be reallocated made with all applicable representations, warranties and covenants as are necessary in order that if evidenced by an Assignment and Assumption. On the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective applicable Lenders shall make full cash settlement with one another either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to any assignments, reallocations and other changes in Commitments and the portion of the outstanding Loans allocable to each Lender, such that after giving effect to such settlements, the Commitments of each Lender shall be as set forth on Schedule 2.1. The Borrower shall not be required to repay any loans or obligations under the Lenders hereunder. (b) In Existing Credit Agreement in connection with the foregoing, by signing execution and delivery of this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations.

Amendment and Restatement; No Novation. 9.1 On the Closing Date upon the satisfaction of the conditions precedent in Section 3.1 and Section 3.2, the Existing Credit Agreement shall be amended and restated in its entirety as set forth herein. The Existing Loan outstanding on the Closing Date shall be rolled over and converted into Credit Extensions under Credit Facility #1 hereunder in accordance with the terms set forth in Section 2.3 and this Article 9. 9.2 The parties hereto acknowledge and agree that (ai) This this Agreement constitutes and the other Financing Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the Existing Obligations under the Existing Credit Agreement as in effect prior to the Closing Date and which remain outstanding and are in all respects continuing (on the terms as amended and restated hereby), (ii) the Liens and security interests as granted under the Existing Credit Agreement and other Existing Financing Documents securing payment of such Existing Obligations are in all respects continuing and in full force and effect after giving effect to this Agreement and the transactions contemplated hereby and all such Liens granted to the Existing Agent shall be deemed to constitute Liens granted to the Agent on behalf of the Lenders under this Agreement, (iii) references in the Existing Financing Documents or the Financing Documents to the “Credit Agreement” shall be deemed to be references to this Agreement (as the same may be amended, restated, supplemented or otherwise modified from time to time), and to the extent necessary to effect the foregoing, each such Financing Document is hereby deemed amended accordingly, (iv) all of the terms and provisions of the Existing Credit Agreement shall continue to apply for the period prior to the Closing Date, including any determinations of payment dates, interest rates, Events of Default or any amount that may be payable to the Agent or the Lenders (or their assignees or replacements hereunder), (v) the Existing Obligations under the Existing Credit Agreement shall continue to be paid or prepaid on or prior to the Closing Date on the terms set forth in the Existing Credit Agreement, and shall from and after the Closing Date continue to be owing and be subject to the terms of this Agreement, (vi) all references in the Financing Documents to the “Lenders” or a “Lender” shall be deemed to refer to such terms as defined in this Agreement, and to the extent necessary to effect the foregoing, each such Financing Document is hereby deemed amended accordingly and (vii) any Defaults or Events of Default that are continuing under the Existing Credit Agreement shall constitute Defaults or Events of Default under this Agreement unless the same shall have been specifically waived in writing in accordance with this Agreement, and to the extent necessary to effect the foregoing, each such Financing Document is hereby deemed amended accordingly. 9.3 The Borrower, Credit Parties, Agent and Lenders acknowledge and agree that all principal, interest, fees, costs, reimbursable expenses and indemnification obligations accruing or arising under or in connection with the Existing Credit Agreement which remain unpaid and outstanding as of the Closing Date shall be and remain outstanding and payable as an Obligation under the terms of this Agreement and the other Financing Documents. 9.4 The parties hereto agree that as of the Closing Date, (i) the Lenders signatory hereto shall become “Lenders” under this Agreement and the other Financing Documents and (ii) each Lender shall have the Applicable Commitment set forth on the Credit Facility Schedule. 9.5 Each Credit Party hereby ratifies the Existing Financing Documents (as amended hereby and in connection herewith) and acknowledges and reaffirms (i) that it is bound by all terms thereunder applicable to it and (ii) that it is responsible for the observance and full performance of its respective obligations thereunder. 9.6 Notwithstanding anything to the contrary contained in the Existing Credit Agreement or this Article 9, each Existing Lender hereby waives any Applicable Prepayment Fee (under and as defined in the Existing Credit Agreement) payable to such Existing Lender under Section 2.3(d) of the Existing Credit Agreement solely as a result of the amendment and restatement of the Existing Credit Agreement effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness or other Obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans and Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations.

Amendment and Restatement; No Novation. (a) This Agreement agreement constitutes an and amendment and restatement of the Existing Credit Loan Agreement effective from and after does not extinguish the Restatement Effective Date. The execution and delivery obligations for the payment of this Agreement shall not constitute a novation of any Indebtedness or other Obligations owing to the Lenders or the Administrative Agent money under the Existing Credit Loan Agreement based on facts or events occurring discharge or existing prior to release the execution Loan Obligations under, and delivery of this Agreement. On the Restatement Effective Dateas defined in, the credit facilities described in Existing Loan Agreement or the Lien or priority of any mortgage, pledge, security agreement or any other security therefore. Nothing contained herein shall be construed as a substitution or novation of the Loan Obligations outstanding under, and as defined in, the Existing Credit Loan Agreement or instruments securing the same, which shall be amendedremain in full force and effect, supplementedexcept as modified hereby or by instruments or documents executed concurrently herewith. Holdings, modified and restated in their entirety by the facilities described herein, all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans and Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated Borrower Subsidiary hereby (ia) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) agrees that each Loan Document to which such Loan Party it is a party is, and shall continue to be, in full force and effect effect, as modified by this Agreement and instruments or documents executed concurrently herewith, and is hereby ratified and confirmed in all respects except that on and shall remain after the Effective Date all references in full force and effect according to its terms and (iv) any such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is the “Financing Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Existing Loan Agreement shall mean the Existing Loan Agreement as amended and restated by this Agreement and (b) confirms and agrees that to the extent any such Loan Document purports to assign or pledge to the Agent Lender a party remain security interest in full force and effector Lien on, are not released or reduced, and continue to secure full payment and performance any collateral as security for the obligations of the ObligationsBorrower and Borrower Subsidiaries from time to time existing in respect of the Existing Loan Agreement and the Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all respects.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Original Credit Agreement Agreement, effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing Original Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Original Credit Agreement shall be amended, supplemented, modified amended and restated in their entirety by the credit facilities described herein, and all loans and other obligations of the Borrower outstanding as of such date under the Existing Original Credit Agreement shall be deemed to be Loans loans and Obligations obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters except that the Administrative Agent shall make such transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that the outstanding balance of such participationsLoans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments Commitment of the Lenders hereunder. (b) In connection with On the foregoingRestatement Effective Date, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) all Loans made by any Person that is a “Lender” under the Obligations Original Credit Agreement but that is not a Lender hereunder (each, a “Terminating Lender”) shall be repaid in full and the commitments and other obligations and rights (except as expressly set forth in the Original Credit Agreement) of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral DocumentsTerminating Lenders shall be terminated, (ii) each Guarantor hereby confirms all outstanding Loans not being repaid under clause (i) above shall be deemed Loans hereunder and ratifies its continuing unconditional obligations the Administrative Agent shall make such transfers of funds (all such transfers are deemed in compliance with the Loan Documents and shall supersede any provisions in Section 3.1, 4.7(d), 10.1 or 10.11 to the contrary) as Guarantor are necessary in order that the outstanding balance of such Loans, together with respect to all any Loans funded on the Restatement Effective Date, are in accordance with the pro rata share of the Guaranteed ObligationsLenders hereunder, (iii) each Loan Document all accrued and unpaid interest on the Existing Obligations to which such Loan Party is a party is, and the Restatement Effective Date shall continue to be, be paid in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and cash, (iv) such Loan Party ratifies all accrued and confirms that unpaid fees under the Original Credit Agreement due to the Restatement Effective Date, and all Liens grantedother amounts, conveyed, or assigned costs and expenses then owing to any Agent by such Person pursuant to any Loan Document to which it is a party remain of the Existing Lenders and/or the administrative agent under the Original Credit Agreement, shall be paid in full force in cash and effect, are not released or reduced, and continue (v) all outstanding promissory notes issued by the Borrower to secure full payment and performance of the ObligationsTerminating Lenders under the Original Credit Agreement shall be promptly returned to the Administrative Agent which shall forward such notes to the Borrower for cancellation.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Restatement Effective Agreement Date. The execution and delivery of this Agreement shall not constitute a refinancing, substitution or novation of any Indebtedness indebtedness or other Obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement or any of the other rights, duties and obligations of the parties hereunder based on any facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Agreement Date, the credit facilities terms and conditions of the Existing Credit Agreements shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Credit Parties, the Lenders, the Issuing Bank and the Administrative Agent accruing from and after the Agreement Date. (b) On the Agreement Date, the Revolving Loan Commitments described in the Existing Credit Agreement shall be amendedreduced to $50,000,000, supplemented, modified reallocated entirely to SunTrustTruist Bank and restated amended and supplemented in their entirety by the facilities manner described herein, and all loans loans, letters of credit and other obligations of the Borrower Borrowers outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans loans, letters of credit and Obligations obligations outstanding under the corresponding facilities described hereinhereunder, without any further action by any Person. The Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Agreement Date, continue outstanding under this Agreement and participations in Letters of Credit and Swing Line Loans shall not be deemed to be reallocated as are necessary in order that paid, released, discharged or otherwise satisfied by the outstanding balance execution of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunderthis Agreement. (bc) In This Agreement shall not in any way release or impair the rights, duties, Obligations or Xxxxx created pursuant to the Existing Credit Agreement or any other Loan Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Agreement Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection with herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by each Credit Party. All indemnification obligations of the foregoingCredit Parties under the Existing Credit Agreement and any other Loan Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, by signing this Agreementthe Administrative Agent and any other Person indemnified under the Existing Credit Agreement or any other Loan Document at any time prior to the Agreement Date. The execution, each Loan Party hereby confirms that notwithstanding the delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby. (d) Each of the Credit Parties confirms and the transactions contemplated hereby (i) the Obligations agrees that all of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms on and (iv) such Loan Party ratifies after the Agreement Date and confirms that all Liens grantedconstitute the legal, conveyedvalid, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force binding and effect, are not released or reduced, and continue to secure full payment and performance enforceable obligations of the ObligationsCredit Parties party thereto to the Administrative Agent and the Lenders.

Amendment and Restatement; No Novation. (a) 16.1 This Agreement constitutes an amendment and restatement of the Existing Credit Agreement Agreement, effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement, nor shall it extinguish, terminate or impair the obligations or the rights or remedies of the Agent under the Existing Credit Agreement or any other Loan Document. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement Agreement, shall be deemed to be Loans loans and Obligations other obligations outstanding under the corresponding facilities described herein, without any further action by any PersonPerson (including, without limitation, any Assignment and participations in Letters Assumption Agreement), except that the Agent shall make such transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that for the outstanding balance of such participationsthe Loans, together with any Loans funded on the Restatement Effective Date, to reflect the respective Commitments of the Lenders hereunder. . As of the Effective Date, the Commitments of each financial institution party to the Existing Credit Agreement as a lender that has elected not to continue as a Lender under this Credit Agreement and that is identified on the signature pages hereto as an Exiting Lender (bthe “Exiting Lenders”) In connection with shall be terminated and permanently reduced to zero. As of the foregoingEffective Date, each of the Exiting Lenders shall cease to be a party to the Existing Credit Agreement and shall have no further rights or obligations thereunder and shall have no rights or obligations hereunder other than as set forth in this Section (other than any right or obligation, that pursuant to the Existing Credit Agreement, expressly survives a termination of the Commitments) and each Exiting Lender shall return to the Borrower any promissory note 105 executed and delivered by signing this such Borrower to such Exiting Lender pursuant to the Existing Credit Agreement. Except as expressly amended hereby, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according accordance with the provisions thereof on the date hereof. Any reference to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, the Credit Agreement or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligationsother Loan Documents herein or in any other Loan Documents shall refer to this Agreement and such other Loan Documents as amended hereby. [Signature Pages FollowIntentionally Omitted] 106 Pricing Level Debt RatingsFitch/Moody’s/S&P Applicable Margin-Eurodollar Rate Margin-SOFR Loans Applicable Margin- ABR Rate Loans Facility Fee The Applicable Margin for EurodollarSOFR Loans and Floating Rate Loans and the Applicable Fee Rate shall be determined in accordance with the foregoing table based on the Borrower’s Status as determined from its then-current Mxxxx’x Rating, Fitch Rating and S&P Rating. The credit rating in effect on any date for the purposes of this Schedule is that in effect at the close of business on such date.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement Agreement, as amended, effective from and after the Restatement Effective Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness debt or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Closing Date, the credit facilities described in the Existing Credit Agreement Agreement, as amended, shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans and other obligations of the Borrower Borrowers outstanding as of such date under the Existing Credit Agreement Agreement, as amended, to the extent not repaid in accordance with the terms herein, shall be deemed to be Loans loans and Obligations obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters except that the Administrative Agent shall make such transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that the outstanding balance of such participationsLoans, together with any Loans funded on the Restatement Effective Closing Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with On the foregoingClosing Date, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) all outstanding loans under the Obligations Existing Credit Agreement (“Existing Loans”) made by any Person that is a “Lender” under the Existing Credit Agreement which is not a Lender hereunder (each, an “Exiting Lender”) shall be repaid in full and the commitments and other obligations and rights (except as expressly set forth in the Existing Credit Agreement) of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral DocumentsExiting Lender shall be terminated, (ii) each Guarantor hereby confirms all outstanding Existing Loans constituting Revolving Loans under the Existing Credit Agreement that are not being repaid under clause (i) above shall be deemed Revolving Loans hereunder in accordance with Section 2.01(b) and ratifies its continuing unconditional obligations the Administrative Agent shall make such transfers of funds as Guarantor are necessary in order that the outstanding balance of such Revolving Loans, together with respect to all any Revolving Loans funded on the Closing Date, are in accordance with the relevant Applicable Percentages of the Guaranteed ObligationsLenders hereunder, (iii) each all Outstanding Term Loan Document to which such Obligations under the Existing Credit Agreement that are not being repaid under clause (i) above shall be continued and reconstituted as a Term Loan Party is a party ishereunder in accordance with Section 2.01(a), and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies there shall have been paid in cash in full all accrued but unpaid interest on the Existing Loans to the Closing Date, (v) there shall have been paid in cash in full all accrued but unpaid fees under the Existing Credit Agreement due to the Closing Date and confirms that all Liens grantedother amounts, conveyed, or assigned costs and expenses then owing to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the ObligationsExiting Lenders and/or Bank of America, as administrative agent under the Existing Credit Agreement, (vi) all outstanding Letters of Credit under the Existing Credit Agreement shall be Letters of Credit hereunder and (vii) all outstanding promissory notes issued by the Borrower to the Exiting Lenders under the Existing Credit Agreement shall be promptly returned to the Administrative Agent which shall forward such notes to the Borrower for cancellation.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement Agreement, effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement, nor shall it extinguish, terminate or impair the obligations or the rights or remedies of the Administrative Agent under the Existing Credit Agreement or any other Loan Document. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Borrower Loan Parties outstanding as of such date under the Existing Credit Agreement Agreement, shall be deemed to be Loans loans and Obligations other obligations outstanding under the corresponding facilities described herein, without any further action by any PersonPerson (including, without limitation, any Assignment and participations in Letters Assumption), except that the Administrative Agent shall make such transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that the outstanding balance of such participationsthe Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement. Except as expressly amended hereby, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms accordance with the provisions thereof on the date hereof, and (iva) such Loan Party the Borrower ratifies and confirms that all Liens reaffirms any grant of security interests and any liens granted, conveyedas the case may be, or assigned to any Agent under the Security Documents and (b) each Guarantor ratifies and reaffirms the guarantee of obligations by such Person pursuant Guarantor. Any reference to the Credit Agreement or any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligationsother Loan Documents herein or in any other Loan Documents shall refer to this Agreement and such other Loan Documents as amended hereby.

Amendment and Restatement; No Novation. (a) This The Borrower and the Bank hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement constitutes an shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Credit Agreement, except as otherwise provided in the next paragraph, shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Credit Agreement effective from and after by this Agreement, the Restatement Effective Date. The execution and delivery of this Agreement Borrower shall not constitute a novation of any Indebtedness or other Obligations owing continue to be liable to the Lenders or Bank and the Administrative Agent other Indemnitees with respect to agreements on the part of the Borrower under the Existing Credit Agreement based on facts or events occurring or existing with respect to payments under Articles 2, 3 and 9 for the period prior to the execution Effective Date and delivery such rights shall continue to be governed by the provisions of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified Agreement. Upon the Effective Date all amounts outstanding and restated in their entirety owing by the facilities described herein, all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement as of the Effective Date shall constitute obligations hereunder and be deemed to be Loans and governed by the terms hereof. (c) This Agreement shall not extinguish the Obligations for the payment of money outstanding under the corresponding facilities described herein, without Existing Credit Agreement or discharge or release the Lien or priority of any further action by Loan Document or any Personother security therefor or any guarantee thereof, and participations the Liens and security interests existing immediately prior to the Effective Date in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments favor of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness Bank securing payment of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement are in all respects continuing and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in with respect to all respects and Obligations. Nothing herein contained shall be construed as a novation of any of the Loan Documents or a substitution or novation of the Obligations outstanding under the Existing Credit Agreement or instruments securing the same, which instruments shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain continue in full force and effect, are not released . Nothing expressed or reducedimplied in this Agreement or any other document contemplated hereby shall be construed as a release or other discharge of the Borrower under the Existing Credit Agreement or any other Loan Document from any of its obligations and liabilities thereunder, and continue to secure full payment except as expressly provided, such obligations and performance liabilities are in all respects continuing with only the terms being modified as provided in this Agreement. (d) By execution of this Agreement all parties hereto agree that each of the Obligationsother Loan Documents is hereby amended such that all references to the Existing Credit Agreement and the obligations of the Borrower thereunder shall be deemed to refer to this Agreement and the continuation of the Borrower’s obligations hereunder.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreementthat certain Second Amended and Restated Credit Agreement dated as of June 5, 2015 (as amended, restated, supplemented or otherwise modified through the Restatement Date, the “Second A&R Credit Agreement”), among the Borrower, the lenders party thereto and Xxxxx Fargo, as administrative agent, effective from and after the Restatement Effective ClosingRestatement Date. The execution and delivery of the Fifth Amendment to which this Agreement is attached shall not constitute a novation of any Indebtedness indebtedness or other Obligations obligations owing to the Lenders or the Administrative Agent under the Existing ExistingSecond A&R Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of the Fifth Amendment to which this AgreementAgreement is attached. On the Restatement Effective ClosingRestatement Date, the credit facilities described in the Existing ExistingSecond A&R Credit Agreement Agreement, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Borrower outstanding as of such date under the Existing ExistingSecond A&R Credit Agreement Agreement, shall be deemed to be Loans loans and Obligations obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters except that the Administrative Agent shall make such transfers of Credit and Swing Line Loans shall be deemed to be reallocated funds as are necessary in order that the outstanding balance of such participationsLoans, together with any Loans funded on the Restatement Effective ClosingRestatement Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations.