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

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the 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 or other obligations owing to the Lenders or the Administrative Agent under the 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 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 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, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

Amendment and Restatement; No Novation. This On the Restatement Date, the Original Credit Agreement constitutes an amendment is amended and restatement restated in its entirety by this Agreement and (i) all references to the Original Credit Agreement 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 restated hereby, (ii) all references to any section (or subsection) of the Fourth Amended and Restated Original Credit Agreement in any Loan Document (as amendedbut not herein) 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 be amended to be, mutatis mutandis, references to the Lenders or the Administrative Agent under the Fourth Amended and Restated Credit Agreement based on facts or events occurring or existing prior to the execution and delivery corresponding provisions of this Agreement, and (iii) except as the execution and delivery of the Restatement Agreement shall not constitute a novation of any indebtedness or other obligations owing context otherwise provides, all references to the Lenders or the Administrative Agent under this Agreement based on facts or events occurring or existing prior to the execution herein (including for purposes of indemnification and delivery reimbursement of the Restatement Agreement. On the Restatement Effective Date, the credit facilities described in the 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 Fourth Amended and Restated Credit Agreement fees) shall be deemed to be Loans and Loan Obligations outstanding under reference to 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 in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Original Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged as amended and replaced as described herein and in the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization)restated hereby. This Agreement is subject not intended to Section 5 constitute, and does not constitute, a novation of the obligations and liabilities under the Original Credit Agreement (including the Obligations) or to evidence payment of all or any portion of such obligations and liabilities. Except as expressly provided in any Loan Document, this Agreement (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 AgreementDate 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 Parties. All Liens created under 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 provisions the other Loan Documents shall be and remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations of which are incorporated herein by reference as if fully set forth hereinthe Loan Parties party thereto.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Existing Credit Agreement (as amended) 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 the Lenders or the Administrative Agent under the Fourth Amended and Restated Existing 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 Closing Date, the credit facilities described in the Fourth Amended and Restated Existing Credit Agreement Agreement, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans the “Initial Term Loans” and “Revolving Credit Loans” and other obligations of the Borrower outstanding as of such date under the Fourth Amended and Restated Existing Credit Agreement Agreement, shall be deemed to be Initial Term Loans, Revolving Credit Loans and Loan Obligations or other obligations, respectively, outstanding under the corresponding facilities described herein, without any further action by any Person, except that and in connection therewith the Lenders under this Agreement shall make available to the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreementamounts, and the Administrative Agent shall make such transfers of funds 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 Revolving Credit Loans, together with any Revolving Credit Loans funded on the Restatement Effective Closing Date, reflect the respective Commitment Revolving Credit Commitments of the Revolving Credit Lenders hereunder. In furtherance of hereunder and the foregoing, each of the Lenders hereby authorizes the Administrative Agent Borrower agrees to enter into each respective Security Document on its behalf (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject pay any amounts required pursuant to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference 5.9 in connection with such transfers as if fully set forth hereinall Loans under the Existing Credit Agreement were repaid on the Closing Date. No Swingline Loans are outstanding on the Closing Date.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the 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 or other obligations owing to the Lenders or the Administrative Agent under the 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, subject to the credit facilities described satisfaction of the conditions set forth in Section 3.1, (a) the Fourth Amended and Restated Existing Credit Agreement shall be amended, supplemented, modified amended and restated in their its entirety by this Agreement and (i) all references to the facilities described hereinExisting 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 loans and other obligations references to any section (or subsection) of the Borrower outstanding as of such date under the Fourth Amended and Restated 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 Loans references to the Existing Credit Agreement as amended and Loan Obligations outstanding under restated hereby, (b) the Schedules attached hereto hereby replace in their entirety the corresponding facilities described herein, without any further action by any Person, except that Schedules attached to the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Existing Credit Agreement immediately prior to the effectiveness of Effective Date (including, without limitation, Schedule 2.1 hereto which sets forth the Restatement Agreement shall be exchanged and replaced as described herein and in Commitments with respect to the Restatement Agreement, Initial Term Loan and the Administrative Agent shall make such transfers of funds as are necessary Revolving Loan Commitments) and (c) the Exhibits attached hereto hereby replace in order that their entirety the outstanding balance of such Loans, together with any Loans funded on corresponding Exhibits attached to the Restatement Existing Credit Agreement prior to the Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject not intended to Section 5 constitute, and does not constitute, a novation of the Restatement Agreement, obligations and liabilities under the terms Existing Credit Agreement (including the Obligations) or to evidence payment of all or any portion of such obligations and provisions of which are incorporated herein by reference as if fully set forth hereinliabilities.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Existing Credit Agreement (as amended) 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 (x) the obligations owing to and liabilities (including the Lenders Obligations) under the Existing Credit Agreement or the Administrative Agent under the Fourth Amended and Restated Credit Agreement based on facts or events occurring or existing other Loan Documents as in effect prior to the execution and delivery of this Agreement, and Closing Date or (y) the execution and delivery of the Restatement Existing Credit 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 other Loan Documents as in effect prior to the execution and delivery of the Restatement AgreementClosing Date. On the Restatement Effective Closing Date, the credit facilities described in the Fourth Amended and Restated 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 Fourth Amended and Restated Existing Credit Agreement and the other Loan Documents shall be deemed to be Loans loans and Loan Obligations obligations outstanding under the corresponding facilities described hereinherein and in the other Loan Documents, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Closing Date, reflect the respective Commitment Commitments of the Lenders hereunder. In furtherance 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, each Lender party hereto that was a lender in respect of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Existing Credit Agreement immediately prior to the effectiveness of the Restatement this Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with hereby waives any Loans funded on the Restatement Effective Date, reflect the respective Commitment claim for compensation pursuant to Section 10.7 of the Lenders 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 (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Existing Credit Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated 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 or other obligations owing to the Lenders or the Administrative Agent under the Fourth Amended and Restated 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 execution Loan Documents (as applicable) on the terms set forth in the such Collateral Document or, as applicable, any amendment to or amendment and delivery restatement of the Restatement Agreement shall not constitute a novation of any indebtedness such Collateral Document executed or other obligations owing to the Lenders or the Administrative Agent under delivered in connection with this Agreement based on facts or events occurring or existing prior to the execution and delivery of the Restatement Agreement). On the Fifth Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated 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 Fourth Amended and Restated Existing Credit Agreement are and shall be deemed to be Loans loans and Loan 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 in order that for the outstanding balance of such Revolving Loans, together with any Revolving Loans funded on the Fifth Restatement Effective Date, reflect to comport with the respective Commitment Revolving Commitments of the Revolving Lenders hereunderhereunder (and 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, each (i) all interest and fees of the Lenders hereby authorizes Loan Parties under the Administrative Agent to enter into each respective Security Document Existing Credit Agreement shall accrue at the rates therefor under the Existing Credit Agreement and shall, on its behalf (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On and after the Fifth Restatement Effective Date, accrue at the credit facilities described rates set forth in this Agreement and be payable on the Fourth Amended dates set forth in this Agreement and Restated (ii) all Letters of Credit issued pursuant to the Existing Credit Agreement immediately prior to and outstanding on the effectiveness of the Fifth Restatement Agreement Effective Date are and shall be exchanged and replaced as described herein and in the Restatement deemed to be Letters of Credit under this Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Credit Original Loan Agreement (as amended) 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 owing to the Lenders Lender under the Original Loan Agreement or the Administrative Agent under the Fourth Amended other agreements and Restated Credit Agreement based on facts or events occurring or existing prior to the 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 execution Lenders hereunder) in 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 AgreementCollateral. On the Restatement Effective Closing Date, the credit facilities and the terms and conditions thereof described in the Fourth Amended and Restated 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 Fourth Amended and Restated Credit Original Loan Agreement shall be deemed automatically to be Loans and Loan Obligations of the Borrower outstanding under the corresponding facilities described herein, without any further action by any Person, except herein (such that all “Revolving Loans” as defined in and outstanding under the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded Original Loan Agreement on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature to Closing Date shall become Revolving Loans under this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and the Administrative Agent shall make such transfers of funds “Term Loan” as are necessary defined in order that the Original Loan Agreement outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment Closing Date shall be converted into a portion of the Lenders hereunderInitial Term Loan under this Agreement); provided, however, that interest accruing on the Revolving Loan prior to the Closing Date shall be calculated at the rate of interest specified in the Original Loan Agreement, and interest accruing on the Revolving Loan on and after the Closing Date shall be calculated at the rate of interest specified in Section 2.3(a) of this Agreement. In furtherance of Notwithstanding the foregoing, each of this Agreement amends, restates and replaces the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on Original Loan Agreement in its behalf (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth hereinentirety.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the 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 or other obligations owing to the Lenders or the Administrative Agent under the 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, subject to the credit facilities described satisfaction of the conditions set forth in Section 5.1, (a) the Fourth Amended and Restated Existing Credit Agreement shall be amended, supplemented, modified amended and restated in their its entirety by this Agreement and (i) all references to the facilities described hereinExisting Credit Agreement in any Loan Document, other than this Agreement (including in any amendment, waiver or consent) and all loans the amendment and other obligations restatement agreement dated as of the Borrower outstanding 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 such date under the Fourth Amended Effective Date by and Restated Credit 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 Loans reference to the Existing Credit Agreement as amended and Loan Obligations outstanding under restated hereby, (b) the Schedules attached hereto hereby replace in their entirety the corresponding facilities described herein, without any further action by any Person, except that Schedules attached to the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Existing Credit Agreement immediately prior to the effectiveness of Effective Date (including, without limitation, Schedule 1.1B hereto which sets forth the Restatement Commitments) and (c) the Exhibits attached hereto hereby replace in their entirety the corresponding Exhibits attached to the Existing Credit Agreement shall be exchanged and replaced as described herein and in prior to the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject not intended to Section 5 constitute, and does not constitute, a novation of the Restatement Agreement, obligations and liabilities under the terms Existing Credit 126 Agreement (including the Obligations) or to evidence payment of all or any portion of such obligations and provisions of which are incorporated herein by reference as if fully set forth hereinliabilities.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Existing Credit Agreement (as amended) 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 Fourth Amended and Restated Existing 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 Fourth Amended and Restated 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 Fourth Amended and Restated Existing Credit Agreement Agreement, shall be deemed to be Loans loans and Loan Obligations obligations outstanding under the corresponding facilities facility described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, loans and obligations reflect the respective Commitment Loans and Commitments of the Lenders hereunder. In furtherance hereunder in accordance with Schedule 2.1 (it being understood that to effect the Loans, Commitments and Applicable Percentages, as applicable, in accordance with Schedule 2.1, (x) all requisite assignments of the foregoing, each 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 same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement (but without the payment of any related assignment fee) and (y) the parties hereby authorizes consent to all reallocations and assignments of commitments and loans effected on the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature Effective Date pursuant to this Agreement being conclusive evidence of such authorization). On the Restatement Effective DateSection 10.23 and waive any requirement for any other document or instrument, the credit facilities described including any Assignment and Assumption (as defined in the Fourth Amended and Restated Existing Credit Agreement) under the Existing Credit Agreement immediately prior or any Assignment and Assumption hereunder, necessary to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with give effect to any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature reallocation or consent to the Restatement Agreement being conclusive evidence of such authorizationassignment). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated 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 or other obligations owing to the Lenders or the Administrative Agent under the Fourth Amended and Restated Existing Credit Agreement based on facts or events occurring or existing prior to before 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 Fourth Restatement Effective DateDate (and other than with respect to the LOTL Loans), the credit facilities described in the Fourth Amended and Restated 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 Fourth Amended and Restated Existing Credit Agreement are and shall be deemed to be Loans loans and Loan 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 in order that for the outstanding balance of such Revolving Loans, together with any Revolving Loans funded on the Fourth Restatement Effective Date, reflect to comport with the respective Commitment Revolving Commitments of the Revolving Lenders hereunderhereunder (and 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, each (a) all interest and fees of the Lenders hereby authorizes Loan Parties under the Administrative Agent to enter into each respective Security Document Existing Credit Agreement shall accrue at the rates therefor under the Existing Credit Agreement and shall, on its behalf (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On and after the Fourth Restatement Effective Date, accrue at the credit facilities described 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 outstanding on the Fourth Amended Restatement Effective Date are and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement deemed to be Letters of Credit under this Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

Amendment and Restatement; No Novation. This The parties to this Agreement constitutes an amendment and restatement of agree that, upon (a) the Fourth Amended and Restated Credit Agreement (as amended) effective from and after the Restatement Effective Date. The execution and delivery by each of the parties hereto of this Agreement and (b) satisfaction or waiver of the conditions set forth in Section 3.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation or termination of any indebtedness or other obligations owing to the Lenders or the Administrative Agent Obligations under the Fourth Amended and Restated Existing 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 Closing Date, the credit facilities described in the Fourth Amended and Restated 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 Fourth Amended and Restated Existing Credit Agreement (to the extent not repaid on the Closing Date), shall be deemed to be Revolving Credit Loans and Loan Obligations outstanding under the corresponding facilities described hereinhereunder, without any further action by any Person, except that the Administrative Agent shall make such reallocations of Revolving Credit Commitments and transfers of funds as are necessary in order that the outstanding balance of such Revolving Credit Loans, together with any Revolving Credit Loans funded on the Restatement Effective Closing Date, reflect the respective Commitment Revolving Credit Commitments of the Lenders hereunder. In furtherance 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 foregoingExisting Credit Agreement. Certain lenders under the Existing Credit Agreement will not be Lenders under this Agreement and, on the Closing Date, the loans and commitments of each such departing lender will be paid in full and terminated on a non-pro rata basis and each of the Lenders parties hereto hereby authorizes the Administrative Agent consents to enter into each respective Security Document on its behalf (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended prepayment and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth hereintermination.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Existing Credit Agreement (as amended) 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 the Lenders or the Administrative Agent under the Fourth Amended and Restated Existing 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 Closing Date, the credit facilities described in the Fourth Amended and Restated 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 Fourth Amended and Restated Existing Credit Agreement Agreement, shall be deemed to be Loans loans and Loan 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 in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Closing Date, reflect the respective Commitment of the Lenders hereunder. In furtherance [Signature pages intentionally omitted] Annex B Amended Exhibit A (Form of the foregoing, each of the Lenders hereby authorizes the Administrative Agent Loan Notice) to enter into each respective Security Document on its behalf (such Xxxxxx’s signature Credit Agreement See attached. Annex B to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Second Amendment to Amended and Restated Credit Agreement immediately EXHIBIT A FORM OF LOAN NOTICE Date: ___________, _____ 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 effectiveness time of the Restatement Borrowing requested hereunder, (b) 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 therewith, are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and except to the extent of changes resulting from transactions contemplated or permitted by the Credit Agreement and the other Loan Documents 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 exchanged and replaced as described herein and in deemed to refer to the Restatement most recent statements furnished pursuant to Section 6.04(a) or (b) of the Credit Agreement, as applicable,]1 and the Administrative Agent shall make such transfers of funds (c) at and as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders hereunder. In furtherance date hereof, no Default exists, or would result from, the requested Credit Extension or from the application of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.proceeds thereof.]2 [use applicable section]

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Existing Credit Agreement (as amended) 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 Fourth Amended and Restated Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement, and nor shall it extinguish, terminate or impair the execution and delivery obligations or the rights or remedies 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 the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of the Restatement Agreementany other Loan Document. On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated 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 Fourth Amended and Restated Existing Credit Agreement Agreement, shall be deemed to be Loans loans and Loan Obligations other obligations outstanding under the corresponding facilities described herein, without any further action by any PersonPerson (including, without limitation, any Assignment and Assumption), except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such the Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment Commitments of the Lenders hereunder. In furtherance of the foregoingExcept as expressly amended hereby, each Loan Document shall continue in full force and effect in accordance with the provisions thereof on the date hereof, and (a) the Borrower ratifies and reaffirms any grant of security interests and any liens granted, as the case may be, under the Security Documents and (b) the Guarantor ratifies and reaffirms the guarantee of obligations by the Guarantor. On the Effective Date, (a) the Commitment of each lender that is a party 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 and each 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 authorizes provides notice that RenRe North America Holdings Inc. no longer, as of the Administrative Agent date hereof, holds or is obligated to enter into each respective Security Document on its behalf pay any Debt (such Xxxxxx’s signature other than Excluded Debt) and the parties hereto agree that RenRe North America Holdings Inc. is hereby released as a Guarantor as of the Effective Date, but RenRe North America Holdings Inc. shall continue to be subject to the terms of Section 6.11. Any reference to the Credit Agreement or any of the other Loan Documents herein or in any other Loan Documents shall refer to this Agreement being conclusive evidence of and such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced other Loan Documents as described herein and in the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth hereinamended hereby.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment amends, restates, supersedes and restatement of replaces the Fourth Amended and Restated Existing Credit Agreement (as amended) 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 portion of the “Loan Parties’” (as such term is defined in the Existing Credit Agreement) obligations owing and liabilities under the Existing Credit Agreement (except to the Lenders or extent amended, restated and/or superseded in connection with the Administrative Agent transactions contemplated hereby) and such amendment and restatement shall operate to renew, amend, modify, and extend all of the rights, duties, liabilities and obligations of such “Loan Parties” under the Fourth Amended and Restated Existing Credit Agreement based on facts or events occurring or existing prior and under the “Loan Documents” (as each such term is defined in the Existing Credit Agreement), which rights, duties, liabilities and obligations as to payment of the execution and delivery “Loans”, “Letters of this Credit” (as each such term is defined in the Existing Credit 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 DateExisting Obligations are hereby renewed, the credit facilities described in the Fourth Amended and Restated Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described hereinextended, and all loans 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 connection with the transactions contemplated hereby) 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 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 date under term is defined in the Fourth Amended Existing Credit Agreement) and Restated the Existing Obligations and the “Loan Documents” (as such term is defined in the Existing Credit Agreement Agreement) to which they are a party shall not be extinguished but shall be deemed to be Loans carried forward and Loan shall secure the Existing Obligations outstanding under the corresponding facilities described hereinand such rights, without any further action by any Personduties, except that the Administrative Agent shall make such transfers of funds obligations and liabilities as are necessary in order that the outstanding balance of such Loansamended, together with any Loans funded on the Restatement Effective Daterenewed, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended extended and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth hereinrestated hereby.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment 120 SCHEDULE 1.01(a) Lenders and restatement Commitments SCHEDULE 1.01(b) Lender Addresses SCHEDULE 1.01(c) Encumbered Assets SCHEDULE 1.01(d) RC Assets SCHEDULE 1.01(e) Unrestricted Subsidiaries SCHEDULE 3.06 Litigation SCHEDULE 3.09 Certain Tax Matters SCHEDULE 3.14 Subsidiaries SCHEDULE 3.17 Insurance SCHEDULE 3.21 Existing Indebtedness SCHEDULE 6.01 Existing Liens SCHEDULE 6.04(ii) Existing Scheduled Indebtedness SCHEDULE 6.05 Existing Investments SCHEDULE 6.06 Affiliate Transactions SCHEDULE 6.11 Certain Restrictive Agreements EXHIBIT A Form of Borrowing Request EXHIBIT B-1 Form of Quarterly Compliance Certificate EXHIBIT B-2 Form of Monthly Compliance Certificate EXHIBIT C Form of Assignment and Acceptance EXHIBIT D Form of Administrative Questionnaire EXHIBIT E Form of Solvency Certificate AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 18, 2016, among PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC, a Delaware limited liability company (the Fourth Amended “Borrower”), the Lenders (such term and Restated Credit Agreement each other capitalized term used but not defined in this introductory statement having the meaning given it in ‎Article 1), and CREDIT SUISSE AG, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as amendedcollateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) effective for the Lenders. The Borrower has requested the Lenders to extend credit in the form of Loans at any time and from and time to time on or after the Restatement Effective Date. The execution Closing Date 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 Fourth Amended and Restated Credit Agreement based on facts or events occurring or existing prior to the execution and delivery Maturity Date in an aggregate principal amount at any time outstanding not in excess of this Agreement, and the execution and delivery $150,000,000. The proceeds of the Restatement Agreement shall not constitute a novation of any indebtedness or other obligations owing Loans are to the Lenders or the Administrative Agent under this Agreement based on facts or events occurring or existing prior to the execution be used solely for working capital and delivery of the Restatement Agreement. On the Restatement Effective Date, the credit facilities described in the 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 general corporate purposes of the Borrower outstanding as of and its Subsidiaries, including Permitted Acquisitions. The Lenders are willing to extend such date under the 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, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded Borrower on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully subject to the conditions set forth herein.. Accordingly, the parties hereto agree as follows:

Amendment and Restatement; No Novation. This Reference is made to that certain Amended and Restated Continuing Agreement constitutes 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 (as so amended, the “Existing Guaranty Agreement”). The Existing Guaranty Agreement 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 Guaranty Agreement; and that this Guaranty is entitled to all rights and benefits originally pertaining to the Existing Guaranty Agreement. Exhibit 1.1(G)(2) [SIGNATURE PAGE - SECOND AMENDED AND RESTATED CONTINUING AGREEMENT OF GUARANTY AND SURETYSHIP] 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 Guaranty shall constitute a sealed instrument. GLATFELTER HOLDINGS, LLC, a Delaware limited liability company By: Name: Title: Exhibit 1.1(G)(2) EXHIBIT 1.1(R) FORM OF [AMENDED AND RESTATED] REVOLVING CREDIT NOTE $______________ ____________, ______ FOR VALUE RECEIVED, the undersigned, XXXXXXXXXX CORPORATION, a Pennsylvania corporation, and the other Borrowers signatory hereto (collectively, the “Borrowers”), jointly and severally, hereby promise to pay to the order of _________________ (the “Lender”), the lesser of (i) the principal sum of ______________________________and ___/100 Dollars (US$____________.__), 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 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 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”) effective from 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 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 Restatement Effective Date. The execution provisions of the Credit Agreement, payments of both principal and delivery of this Agreement interest shall not constitute a novation be made without setoff, counterclaim, or other deduction of any indebtedness or other obligations owing to nature at the Lenders or office of the Administrative Agent under located at PNC Firstside Center, 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000, Attention: [__], [__], unless otherwise directed in writing by the Fourth Amended 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 Restated is subject to the provisions (including, but not limited to, the limitations set forth in Section 10.18 of the Credit Agreement based 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 maturity hereof upon the happening of certain stated events and also for prepayment, in certain circumstances, on facts or events occurring or existing account of principal hereof prior to maturity upon the execution terms and delivery 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 Credit Agreement. This Note shall bind the Borrowers and their respective successors and assigns, and the execution and delivery benefits hereof shall inure to the benefit of the Restatement Agreement shall not constitute a novation of any indebtedness or other obligations owing Lender and its successors and assigns. All references herein to the Lenders or “Borrowers” and 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 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 Fourth Amended and Restated Credit Agreement “Lender” shall be deemed to be Loans apply to the Borrowers and Loan Obligations outstanding the Lender, respectively, and their respective successors and assigns as permitted under the corresponding facilities described 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, without any further action by any Person, except that have the Administrative Agent shall make same meanings given to such transfers of funds as are necessary terms in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment Credit Agreement and Section 1.2 of the Lenders hereunderCredit Agreement shall apply to this Note. In furtherance [This Note amends and restates that certain Revolving Credit Note, dated March 12, 2015, in the original principal amount of $[__] payable to the order of the foregoing, each of Lender (the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization“Existing Note”). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization] Exhibit 1.1(R). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment amends and restatement 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 Fourth Amended Revolver Loans, Letters of Credit and Restated other Obligations outstanding under the Existing Credit Agreement (as amended) effective from and after on 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 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 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 Fourth Amended and Restated Credit Agreement hereof shall be deemed to be Loans and Loan Obligations 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 corresponding facilities described hereinCollateral 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, without release or extinguishment of any further action by any Person, except that the Lien in favor of Administrative Agent shall make such transfers of funds as are necessary that was in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Credit Agreement effect immediately prior to the effectiveness of this Agreement. Each Borrower acknowledges and agrees that the Restatement amendment and restatement of the Existing Credit Agreement shall be exchanged by this Agreement is not intended to constitute, nor does it constitute, a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the obligations, loans, liabilities, or indebtedness under the Existing Credit Agreement and replaced as described herein other Existing Loan Documents or the collateral security and in guaranties therefor, and this Agreement and the Restatement other Loan Documents are entitled to all rights and benefits originally pertaining to the 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 Administrative Agent shall make such transfers of funds as are necessary in order that other Loan Documents. In addition to the outstanding balance of such Loans, together with any Loans funded additional Loan Documents executed and delivered on the Restatement Post-Confirmation Effective Date, reflect the respective Commitment of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent Date pursuant to enter into each respective Security Document on its behalf (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement this Agreement, the terms guaranties, liens, security interests, pledges, covenants and provisions agreements set forth in the Existing Loan Documents and each of which such other collateral security documents are incorporated herein by reference made and granted to secure and support the Obligations under this Agreement as if fully set forth hereinthe same were made or granted on the date hereof.

Amendment and Restatement; No Novation. This Agreement is being entered pursuant to Section 10.02(f) of the Existing Credit Facility and constitutes an amendment and restatement of the Fourth Amended and Restated Existing Credit Agreement (as amended) 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 Fourth Amended and Restated Existing Revolving 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 Closing Date, on the terms and subject to the conditions set forth herein, the credit facilities facility described in the Fourth Amended and Restated 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 Fourth Amended Existing Credit Facility which are outstanding on the Closing Date shall continue and Restated Credit Agreement be re-evidenced as obligations under (and shall be deemed to be Loans governed by the terms of) this Agreement and the other applicable Loan Obligations outstanding under the corresponding facilities described hereinDocuments, without any further action by any Person; provided that this Agreement is not intended to, except that and shall not, amend any rights or obligations of any 2024 Non-Extending Lender under the Administrative Agent shall make such transfers of funds as are necessary in order that Existing Credit Facility which expressly require the outstanding balance consent of such Loans2024 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 Commitment Lenders) of the Lenders 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 (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described conditions precedent set forth in the Fourth Amended and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein Section 4.01 hereto and in the Restatement Agreement, event that such conditions are not satisfied (or waived) the terms of the Existing Credit Facility shall remain unchanged hereby and the Administrative Agent Loan shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded mature and be due and payable on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth hereinin the Existing Credit Facility.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated 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 or other obligations owing to the Lenders or the Administrative Agent under the Fourth Amended and Restated Existing Credit Agreement based on facts or events occurring or existing prior to before 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 Fourth Amended and Restated 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 Fourth Amended and Restated Existing Credit Agreement are and shall be deemed to be Loans loans and Loan 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 in order that for the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect to comport with the respective Commitment Revolving Credit Commitments of the Revolving Credit Lenders hereunderhereunder (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, each (a) all interest and fees of the Lenders hereby authorizes Loan Parties under the Administrative Agent to enter into each respective Security Document Existing Credit Agreement shall accrue at the rates therefor under the Existing Credit Agreement and shall, on its behalf (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On and after the Restatement Effective Date, accrue at the credit facilities described rates set forth in this Agreement and be payable on the Fourth Amended dates set forth in this Agreement and Restated (b) all Letters of Credit issued pursuant to the Existing Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment Date are and shall be deemed to be Letters of the Lenders hereunderCredit under this Agreement. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document [Continued on its behalf (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth hereinfollowing page.] 197

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Existing Credit Agreement (as amended) 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 the Lenders or the Administrative Agent under the Fourth Amended and Restated Existing 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 Closing Date, the credit facilities described in the Fourth Amended and Restated 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 Fourth Amended and Restated Existing Credit Agreement Agreement, shall be deemed to be Loans loans and Loan 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 in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Closing Date, reflect the respective Revolving Credit Commitment of the Lenders hereunder. In furtherance connection with this Agreement, the 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. On the foregoingClosing Date, each of 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 Lenders hereby authorizes waive any breakage costs or other amounts that would otherwise be payable pursuant to Section 3.05 of the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Existing Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth hereinconnection therewith.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended Existing Credit Agreement. All indebtedness and Restated other obligations under the Existing Credit Agreement (as amended) 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 or other obligations owing to the Lenders or the Administrative Agent under the Fourth Amended and Restated Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement, and the execution and delivery . As 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 Datedate hereof, the credit facilities facility described in the Fourth Amended and Restated 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 Fourth Amended and Restated Existing Credit Agreement shall be deemed to be Loans loans and Loan Obligations obligations outstanding under the corresponding facilities described herein, this Agreement without any further action by any Person, except that the Administrative Agent Agent, the Lenders and the lenders under the Existing Credit Agreement that are not Lenders under this Agreement (if any) shall make such transfers transfer and advances of funds funds, repayments of loan and obligations under the Existing Credit Agreement, and other adjustments as are necessary in order the opinion of the Administrative Agent so that the outstanding balance of such Loansall Loans and Obligations hereunder on the Effective Date, together with including any Loans funded on the Restatement Effective DateDate under this Agreement, reflect the respective Commitment Commitments of each Lender hereunder on the Lenders hereunderEffective Date. In furtherance Notwithstanding anything to the contrary in the Existing Credit Agreement or in this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be, or shall be required to be, executed in connection with any such assignments (all of the foregoingwhich requirements are hereby waived), each of the Lenders hereby authorizes the Administrative Agent and such assignments shall be deemed to enter into each respective Security Document on its behalf (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization)be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Restatement Effective Date, the credit facilities described in applicable Lenders shall make full cash settlement with one another either directly or through the Fourth Amended and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced Administrative Agent, as described herein and in the Restatement Agreement, and the Administrative Agent shall make such transfers may direct or approve, with respect to any assignments, reallocations and other changes in Commitments and the portion of funds as are necessary in order that the outstanding balance of Loans allocable to each Lender, such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent that after giving effect to enter into each respective Security Document on its behalf (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreementsettlements, the terms and provisions Commitments of which are incorporated herein by reference each Lender shall be as if fully set forth hereinon Schedule 2.1. The Borrower shall not be required to repay any loans or obligations under the Existing Credit Agreement in connection with the execution and delivery of this Agreement.

Amendment and Restatement; No Novation. This The parties hereto agree that this Agreement constitutes shall, and is intended to, constitute an amendment and restatement of the Fourth Amended and Restated Existing Credit Agreement (as amended) 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 or other obligations owing to the Lenders or the Administrative Agent under the Fourth Amended and Restated Existing 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 Closing Date, the credit facilities described in the Fourth Amended and Restated 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 Fourth Amended and Restated Existing Credit Agreement shall be deemed to be Loans Loans, Letters of Credit and Loan Obligations outstanding under the corresponding facilities described hereinof this Agreement, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent ​ ​ 133 ​ ANNEX B to enter into each respective Security Document on its behalf (such Xxxxxx’s signature Amendment No. 4 to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Credit Agreement immediately ​ ​ ​ ​ ​ AMENDED EXHIBIT A – FORM OF LOAN NOTICE ​ See attached. ​ ​ Annex B to Amendment No. 4 to Amended and Restated Credit Agreement Exhibit A – Form of Loan Notice ​ EXHIBIT A ​ FORM OF LOAN NOTICE To:Bank of America, N.A., as Administrative Agent Re: Amended and Restated Credit Agreement , dated as of March 20, 2020, by and among TopBuild Corp., a Delaware Corporation (the “Borrower”), the Guarantors, the Lenders and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swingline Lender (as 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) Date: [_______] 1 Ladies and Gentlemen: The undersigned hereby requests (select one)2: Revolving Credit Facility: ​ Indicate: Borrowing or Conversion or Continuation Indicate: Requested Amount Indicate: the Requested Date of Borrowing3 Indicate: ​Base Rate Loan, Daily SOFR Loans or Term SOFR Loan For Term SOFR Loans Indicate:Interest Period 4 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Term Facility One: ​ 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 the Administrative Agent not later than 11:00 a.m. (i) two Business Days prior to the effectiveness requested date of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreementany 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 Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded (ii) on the Restatement Effective Date, reflect the respective Commitment requested date of the Lenders hereunder. In furtherance any Borrowing of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature Base Rate Loans or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth hereinDaily SOFR Loans.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Credit Agreement (as amended) Existing 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 or other obligations owing to the Lenders Banks, the Issuing Banks or the Administrative Agent under the Fourth Amended and Restated Credit Existing Loan 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 Fourth Amended and Restated Credit Agreement Existing 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 Fourth Amended and Restated Credit Agreement Existing Loan Agreement, shall be deemed to be Loans loans and Loan Obligations obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent and the Banks, as applicable, shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Revolving Credit Commitment of the Lenders Banks hereunder. In furtherance As of the foregoing, 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 Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Revolving Credit Agreement immediately prior Commitments of each financial institution party to the effectiveness Existing Loan Agreement as a bank that is identified on the signature pages hereto as an Exiting Bank (each an “Exiting Bank”) shall be terminated and permanently reduced to zero. As of the Restatement Effective Date, (x) all obligations owing to any Exiting Bank under the Existing Loan Agreement shall be exchanged and replaced as described herein and paid in the Restatement Agreementfull, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders hereunder. In furtherance of the foregoing, (y) each of the Lenders hereby authorizes the Administrative Agent Exiting Banks shall cease to enter into each respective Security Document on its behalf (such Xxxxxx’s signature or consent be a party to the Restatement Existing Loan Agreement being conclusive evidence of such authorization). This Agreement is subject 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 Section 5 the Existing Loan Agreement, expressly survives a termination of the Restatement Revolving Credit Commitments) and (z) each Exiting Bank shall return to the applicable Borrower any promissory note executed and delivered by such Borrower to such Exiting Bank pursuant to the Existing Loan Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement Effective as of the Fourth Amended Restatement Date, the Original RPA is amended and Restated Credit restated as set forth in this Agreement. It is the intent of the parties hereto that this Agreement (as amendedi) effective from shall re-evidence the Seller Obligations under the Original RPA, (ii) is entered into in substitution for, and after not in payment of, the Restatement Effective Date. The execution Seller Obligations under the Original RPA and delivery of this Agreement shall (iii) does not constitute a novation of any indebtedness of the Seller Obligations which was evidenced by the Original RPA or any of the other obligations owing Transaction Documents. For the avoidance of doubt, (w) the parties hereto acknowledge the Investments and payments of Capital made by the Purchasers to the Lenders or the Administrative Agent under the Fourth Amended and Restated Credit Agreement based on facts or events occurring or existing Seller from time to time prior to the execution Restatement Date under (and delivery as defined in) the Original RPA, and any such Capital outstanding under the Original RPA as of the Restatement Date shall constitute Capital outstanding under this Agreement for all purposes, (x) the parties hereto acknowledge any Letters of Credit outstanding under the Original RPA as of the Restatement Date shall constitute Letters of Credit outstanding under this Agreement for all purposes, (y) any accrued and unpaid Yield and Fees outstanding under the Original Agreement on the Restatement Date shall constitute accrued and unpaid Yield and Fees outstanding under this Agreement, and (z) the execution parties hereto acknowledge the sales, assignments and delivery of transfers by the Restatement Agreement shall not constitute a novation of any indebtedness or other obligations owing Seller to the Lenders or the Administrative Agent under this Agreement based on facts or events occurring or existing (for the benefit of the Purchasers) of Receivables and other Sold Assets from time to time prior to the execution and delivery of Restatement Date under the Restatement Agreement. On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described hereinOriginal RPA, and all loans such sales are hereby ratified and other obligations of the Borrower outstanding as of such date under the 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, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth hereinconfirmed.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated 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 owing to the Lenders or the Administrative Agent under the Fourth Amended and Restated 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, 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 Closing Date, the credit facilities described in the Fourth Amended and Restated 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 Fourth Amended and Restated 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 Loan 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 in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Closing Date, reflect the respective Commitment Commitments of the Lenders hereunder. In furtherance of (b) On the foregoingClosing Date, each of (i) all outstanding loans under the Lenders hereby authorizes Existing Credit Agreement (“Existing Loans”) made by any Person that is a “Lender” under the Administrative Agent to enter into each respective Security Document on its behalf Existing Credit Agreement which is not a Lender hereunder (such Xxxxxx’s signature to this Agreement being conclusive evidence 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 authorization). On Exiting Lender shall be terminated, (ii) all outstanding Existing Loans constituting Revolving Loans under the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Existing Credit Agreement immediately prior to the effectiveness of the Restatement Agreement that are not being repaid under clause (i) above shall be exchanged and replaced as described herein and deemed Revolving Loans hereunder in the Restatement Agreement, accordance with Section 2.01(b) 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 Restatement Effective Closing Date, reflect are in accordance with the respective Commitment relevant Applicable Percentages of the Lenders hereunder. In furtherance , (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 foregoingExiting Lenders and/or Bank of America, each 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 hereby authorizes under the Existing Credit Agreement shall be promptly returned to the Administrative Agent to enter into each respective Security Document on its behalf (which shall forward such Xxxxxx’s signature or consent notes to the Restatement Agreement being conclusive evidence of such authorization)Borrower for cancellation and be replaced with amended and restated promissory notes. This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.135

Amendment and Restatement; No Novation. This The parties to this Agreement constitutes an amendment and restatement of agree that, upon (a) the Fourth Amended and Restated Credit Agreement (as amended) effective from and after the Restatement Effective Date. The execution and delivery by each of the parties hereto of this Agreement and (b) satisfaction or waiver of the conditions set forth in Section 3.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation or termination of any indebtedness or other obligations owing to the Lenders or the Administrative Agent Obligations under the Fourth Amended and Restated Existing 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 Closing Date, the credit facilities described in the Fourth Amended and Restated 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 Fourth Amended and Restated Existing Credit Agreement (to the extent not repaid on the Closing Date), shall be deemed to be Revolving Credit Loans and Loan Obligations outstanding under the corresponding facilities described hereinhereunder, without any further action by any Person, except that the Administrative Agent shall make such reallocations of Revolving Credit Commitments and transfers of funds as are necessary in order that the outstanding balance of such Revolving Credit Loans, together with any Revolving Credit Loans funded on the Restatement Effective Closing Date, reflect the respective Commitment Revolving Credit Commitments of the Lenders hereunder. In furtherance 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 foregoingExisting Credit Agreement. Certain lenders under the Existing Credit Agreement will not be Lenders under this Agreement and, on the Closing Date, the loans and commitments of each such departing lender will be paid in full and terminated on a non-pro rata basis and each of the Lenders parties hereto hereby authorizes the Administrative Agent consents to enter into each respective Security Document on its behalf (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization)prepayment and termination. On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein[SIGNATURE PAGES TO FOLLOW.]

Amendment and Restatement; No Novation. 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 Fourth Amended and Restated Existing Credit Agreement and any Loan Documents expressly amended by this Agreement is not intended to constitute, nor does it constitute, a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the obligations, loans, liabilities, or indebtedness under the Existing Credit Agreement and other Loan Documents thereunder (except for the release of the collateral security as further provided herein), and this Agreement and the other Loan Documents are entitled to all rights and benefits originally pertaining to the Existing Credit Agreement and the other Loan Documents (as amended) effective from and after defined in the Restatement Effective DateExisting Credit Agreement). The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to Notwithstanding that the Lenders or the Administrative Agent under the Fourth Amended and Restated Existing Credit Agreement based on facts or events occurring or existing prior to the execution is being amended and delivery of restated in its entirety by this Agreement, and the execution and delivery Loans hereunder which are a continuation of the Restatement Agreement shall not constitute a novation of any indebtedness or other obligations owing to Loans under 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 Fourth Amended and Restated Existing Credit Agreement shall be amendedunsecured going forward under this Agreement. As such, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations upon consummation of the Borrower outstanding Closing Date hereunder, all Liens on the Collateral (as of such date defined under the Fourth Amended and Restated Existing Credit Agreement Agreement) shall be deemed to be Loans released and Loan Obligations outstanding under terminated. On the corresponding facilities described hereinClosing Date, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are execute and provide to Borrowers for filing by Borrowers and/or their counsel any and all releases and terminations necessary in order that to release the outstanding balance of such Loans, together with any Loans funded on collateral security under the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Existing Loan Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Existing Credit Agreement (as amended) 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 the Lenders or the Administrative Agent under the Fourth Amended and Restated Existing 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 Closing Date, the credit facilities described in the Fourth Amended and Restated 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 Fourth Amended and Restated Existing Credit Agreement Agreement, shall be deemed to be Loans loans and Loan 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 in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Closing Date, reflect the respective Commitment of the Lenders hereunder. In furtherance [Signature pages intentionally omitted] Annex B Amended Exhibit D (Form of the foregoing, each of the Lenders hereby authorizes the Administrative Agent Compliance Certificate) to enter into each respective Security Document on its behalf (such Xxxxxx’s signature Credit Agreement See attached. Annex B to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Third Amendment to Amended and Restated Credit Agreement immediately prior EXHIBIT D FORM OF COMPLIANCE CERTIFICATE 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 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the effectiveness “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 Parent, 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 Restatement Agreement shall be exchanged Parent and replaced not individually, as described herein and in of the Restatement Agreementdate 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 Certificate to the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment behalf of the Lenders hereunder. In furtherance Borrowers, and hereby certifies, on behalf of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference Borrowers as if fully set forth herein.follows that: [Use following paragraph 1 for fiscal year-end financial statements]

Amendment and Restatement; No Novation. This On the Restatement Date, the Original Credit Agreement constitutes an amendment is amended and restatement restated in its entirety by this Agreement and (i) all references to the Original Credit Agreement 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 restated hereby, (ii) all references to any section (or subsection) of the Fourth Amended and Restated Original Credit Agreement in any Loan Document (as amendedbut not herein) 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 be amended to be, mutatis mutandis, references to the Lenders or the Administrative Agent under the Fourth Amended and Restated Credit Agreement based on facts or events occurring or existing prior to the execution and delivery corresponding provisions of this Agreement, and (iii) except as the execution and delivery of the Restatement Agreement shall not constitute a novation of any indebtedness or other obligations owing context otherwise provides, all references to the Lenders or the Administrative Agent under this Agreement based on facts or events occurring or existing prior to the execution herein (including for purposes of indemnification and delivery reimbursement of the Restatement Agreement. On the Restatement Effective Date, the credit facilities described in the 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 Fourth Amended and Restated Credit Agreement fees) shall be deemed to be Loans and Loan Obligations outstanding under reference to 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 in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Original Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged as amended and replaced as described herein and in the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization)restated hereby. This Agreement is subject not intended to Section 5 constitute, and does not constitute, a novation of the obligations and liabilities under the Original Credit Agreement (including the Obligations) or to evidence payment of all or RUSH ENTERPRISES, INC. any portion of such obligations and liabilities. Except as expressly provided in any Loan Document, this Agreement (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 AgreementDate 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 Parties. All Liens created under 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 provisions the other Loan Documents shall be and remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations of which are incorporated herein by reference as if fully set forth hereinthe Loan Parties party thereto.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment amends, restates, supersedes and restatement of replaces the Fourth Amended and Restated Existing Credit Agreement (as amended) 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 portion of the Existing Loan Parties’ obligations owing to the Lenders or the Administrative Agent and liabilities under the Fourth Amended and Restated Existing Credit Agreement based on facts or events occurring or existing prior and such amendment and restatement shall operate to the execution and delivery of this Agreementrenew, amend, modify, and the execution and delivery extend all of the Restatement Agreement shall not constitute a novation of any indebtedness or other rights, duties, liabilities and 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 Existing Loan Parties under the Restatement Effective DateExisting Credit Agreement and under the Existing Loan Documents, which rights, duties, liabilities and obligations as to payment of the credit facilities described “Loans”, “Letters of Credit” and the “Obligations” (as each such term is defined in the Fourth Amended and Restated Existing Credit Agreement shall be Agreement) are hereby renewed, amended, supplemented, modified and restated in their entirety by the facilities described hereinextended, and all loans 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 outstanding and the Guarantors as to payment of the “Loans”, “Letters of Credit” and other “Obligations” (as each such date under term is defined in the Fourth Amended Existing Credit Agreement) and Restated Credit Agreement the Existing Loan Documents to which they are a party shall not be extinguished but shall be deemed to be Loans carried forward and Loan shall secure such Obligations outstanding under the corresponding facilities described hereinand rights, without any further action by any Personduties, except that the Administrative Agent shall make such transfers of funds obligations and liabilities as are necessary in order that the outstanding balance of such Loansamended, together with any Loans funded on the Restatement Effective Daterenewed, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended extended and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth hereinrestated hereby.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Credit Agreement (as amendeda) 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 Fourth Amended and Restated 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, Agreement and the execution and delivery (y) satisfaction of the Restatement Agreement shall not constitute a novation of any indebtedness or other obligations owing to conditions set forth in Section 4.01, the Lenders or the Administrative Agent under this Agreement based on facts or events occurring or existing prior to the execution terms and delivery provisions of the Restatement Agreement. On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Credit Existing Term Loan Agreement shall be and -108- hereby are amended, supplemented, modified superseded and restated in their entirety by the facilities described herein, terms and all loans provisions of this Agreement. This Agreement is not intended to and other obligations of the Borrower outstanding as of such date shall not constitute a novation. All Loans made and Obligations incurred under the Fourth Amended Existing Term Loan Agreement which are outstanding on the Closing Date shall continue as Loans and Restated Credit 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 refer to the Administrative Agent, this Agreement and the Loan Documents, (ii) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Closing Date shall continue as Obligations outstanding under this Agreement and the corresponding facilities described hereinother Loan Documents, without any further action by any Person, except that (iii) the Administrative Agent shall make such transfers reallocations, sales, assignments or other relevant actions in respect of funds each Lender’s Loans under the Existing Term Loan Agreement as are necessary in order that the outstanding balance of each such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (Lender’s Applicable Percentage hereunder reflects such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Credit Agreement immediately prior to the effectiveness pro rata share of the Restatement Agreement shall be exchanged Facility on the Closing Date and replaced as (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 Agreement) and such reallocation described herein above, in each case on the terms and in the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully manner set forth hereinin Section 3.05 hereof.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated 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 or other obligations owing to the Lenders or any Issuing Lender or the Administrative Agent under the Fourth Amended and Restated 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 execution Loan Documents (as applicable) on the terms set forth in the such Loan Document or, as applicable, any amendment to or amendment and delivery restatement of the Restatement Agreement shall not constitute a novation of any indebtedness such Loan Document executed or other obligations owing to the Lenders or the Administrative Agent under delivered in connection with this Agreement based on facts or events occurring or existing prior to the execution and delivery of the Restatement Agreement. On the Second Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated 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 Fourth Amended and Restated Existing Credit Agreement are and shall be deemed to be Loans loans and Loan 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 in order that for the outstanding balance of such Loans, together with any Loans funded on the Second Restatement Effective Date, reflect to comport with the respective Commitment Commitments of the Lenders hereunderhereunder (and 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) the foregoing, each (i) all interest and fees of the Lenders hereby authorizes Loan Parties under the Administrative Agent to enter into each respective Security Document Existing Credit Agreement shall accrue at the rates therefor under the Existing Credit Agreement and shall, on its behalf (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On and after the Second Restatement Effective Date, accrue at the credit facilities described rates set forth in this Agreement and be payable on the Fourth Amended dates set forth in this Agreement and Restated (ii) all Letters of Credit issued pursuant to the Existing Credit Agreement immediately prior and outstanding on the Second Restatement Effective Date are and shall be deemed to the effectiveness be Letters of Credit under this Agreement. The amount of each Lender’s Commitment, as of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Second Restatement Effective Date, reflect shall be as set forth on Schedule C-1, and the respective Commitment of Agent and each Lender shall cooperate in good faith to make all payments and fundings which the Agent and the Lenders hereunder. In furtherance must make to reallocate the Commitments and the Obligations in respect thereof (including risk participations with respect to Swing Loans and Letters of the foregoingCredit, each of as provided herein) among the Lenders hereby authorizes in accordance with their respective Commitments as set forth on Schedule C-1. On the Administrative Agent 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 Exiting Lender shall be terminated (except that such Exiting Lender shall continue to enter into each respective Security Document on its behalf (such Xxxxxx’s signature or consent be entitled to the benefits specified in this Agreement and the other Loan Documents of a Lender which assigned 100% of its interests under the Existing Credit Agreement, with respect to facts and circumstances occurring prior to the Second Restatement Agreement being conclusive evidence of such authorizationEffective Date). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.ACTIVE 682292377v9 - 88 -

Amendment and Restatement; No Novation. 16.1 This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Existing Credit Agreement (as amended) 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 Fourth Amended and Restated Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement, and nor shall it extinguish, terminate or impair the execution and delivery obligations or the rights or remedies 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 the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of the Restatement Agreementany other Loan Document. On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated 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 Fourth Amended and Restated Existing Credit Agreement Agreement, shall be deemed to be Loans loans and Loan Obligations other obligations outstanding under the corresponding facilities described herein, without any further action by any PersonPerson (including, without limitation, any Assignment and Assumption Agreement), except that the Administrative Agent shall make such transfers of funds as are necessary in order that for the outstanding balance of such the Loans, together with any Loans funded on the Restatement Effective Date, to reflect the respective Commitment Commitments of the Lenders hereunder. In furtherance As of the foregoingEffective 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 (the “Exiting Lenders”) shall be terminated and permanently reduced to zero. As of the Effective Date, each of the Exiting Lenders hereby authorizes shall cease to be a party to the Administrative Agent 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 enter into the Existing Credit Agreement, expressly survives a termination of the Commitments) and each respective Security Exiting Lender shall return to the Borrower any promissory note executed and delivered by such Borrower to such Exiting Lender pursuant to the Existing Credit Agreement. Except as expressly amended hereby, each Loan Document shall continue in full force and effect in accordance with the provisions thereof on its behalf (such Xxxxxx’s signature the date hereof. Any reference to the Credit Agreement or any of the other Loan Documents herein or in any other Loan Documents shall refer to this Agreement being conclusive evidence of and such authorization)other Loan Documents as amended hereby. On [signature pages followintentionally omitted] 103 PRICING SCHEDULE Pricing Level Debt RatingsFitch/Moody’s/S&P Applicable Margin-EurodollarMargin-SOFR Loans Applicable Margin- Floating Rate Loans Applicable Fee Rate I ≥AA-/Aa3/AA- 0.690% 0.000% 0.060% II A+/A1/A+ 0.800% 0.000% 0.075% III A/A2/A 0.900% 0.000% 0.100% IV A-/A3/A- 1.000% 0.000% 0.125% V BBB+/Baa1/BBB+ 1.075% 0.075% 0.175% VI ≤BBB/Baa2/BBB 1.275% 0.275% 0.225% The Applicable Margin for EurodollarSOFR Loans and Floating Rate Loans and the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement Applicable Fee Rate shall be exchanged and replaced as described herein and determined in accordance with the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded foregoing table based on the Restatement Effective DateBorrower’s Status as determined from its then-current Xxxxx’x Rating, reflect Fitch Rating and S&P Rating. The credit rating in effect on any date for the respective Commitment purposes of this Schedule is that in effect at the Lenders hereunder. In furtherance close of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document business on its behalf (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth hereindate.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Credit Original Loan Agreement (as amended) 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 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 Fourth Amended Original Loan Agreement in excess of the amount required to be paid pursuant to Section 4.1(r) hereof, and Restated Credit Agreement based on facts or events occurring or existing prior to 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 execution Lenders hereunder) in and delivery of to the Restatement Collateral. Furthermore, all Account Control Agreements and Access Agreements executed in connection with the Original Term Loan Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent remain and continue in full force and effect as Debt Documents under this Agreement based on facts or events occurring or existing prior to the execution and delivery of the Restatement Agreementshall not be deemed terminated. On the Restatement Effective Closing Date, the credit facilities and the terms and conditions thereof described in the Fourth Amended and Restated 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 Fourth Amended and Restated Credit Original Loan Agreement shall be deemed automatically to be Loans and Loan Obligations of the Borrower outstanding under the corresponding facilities described herein, without any further action by any Person, except herein (such that the Administrative Agent shall make such transfers of funds as are necessary in order that the Original Term Loan outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment Closing Date shall be converted into a portion of the Lenders hereunderTerm Loan as described in Section 2.2(a) of this Agreement); provided, however, 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 interest accruing on the Term Loan (including without limitation that portion of the Term Loan representing the replacement of the Original Term Loan) on and after the Closing Date shall be calculated at the rate of interest specified in Section 2.3(a) of this Agreement. In furtherance of Notwithstanding the foregoing, 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 Agreement being conclusive evidence of such authorization). On amends, restates and replaces the Restatement Effective Date, the credit facilities described Original Loan Agreement in the Fourth Amended and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth hereinentirety.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated 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 or other obligations owing to the Lenders or the Administrative Agent under the Fourth Amended and Restated Existing Credit Agreement based on facts or events occurring or existing prior to before 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 Second Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated 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 Fourth Amended and Restated Existing Credit Agreement are and shall be deemed to be Loans loans and Loan 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 in order that for the outstanding balance of such Loans, together with any Loans funded on the Second Restatement Effective Date, reflect to comport with the respective Commitment Commitments of the Lenders hereunderhereunder (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, each (a) all interest and fees of the Lenders hereby authorizes Loan Parties under the Administrative Agent to enter into each respective Security Document Existing Credit Agreement shall accrue at the rates therefor under the Existing Credit Agreement and shall, on its behalf (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On and after the Second Restatement Effective Date, accrue at the credit facilities described rates set forth in this Agreement and be payable on the Fourth Amended dates set forth in this Agreement and Restated (b) all Letters of Credit issued pursuant to the Existing Credit Agreement immediately prior to and outstanding on the effectiveness of the Second Restatement Agreement Effective Date are and shall be exchanged and replaced as described herein and in deemed to be Letters of Credit under this Agreement. On the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Second Restatement Effective Date, reflect all outstanding loans under the respective Commitment Existing Credit Agreement made by any Person that is a “Lender” under the Existing Credit Agreement 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 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 Lenders hereunder. In furtherance of the foregoingExisting Credit Agreement, each of the Lenders hereby authorizes the Administrative Agent with respect to enter into each respective Security Document on its behalf (such Xxxxxx’s signature or consent facts and circumstances occurring prior to the Second Restatement Agreement being conclusive evidence of such authorizationEffective Date). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the 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 or other obligations owing to the Lenders or the Administrative Agent under the 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, subject to the credit facilities described satisfaction of the conditions set forth in Section 5.1, (a) the Fourth Amended and Restated Existing Credit Agreement shall be amended, supplemented, modified amended and restated in their its entirety by this Agreement and (i) all references to the facilities described hereinExisting Credit Agreement in any Loan Document, other than this Agreement (including in any amendment, waiver or consent) and all loans the amendment and other obligations restatement agreement dated as of the Borrower outstanding 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 such date under the Fourth Amended Effective Date by and Restated Credit 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 Loans reference to the Existing Credit Agreement as amended and Loan Obligations outstanding under restated hereby, (b) the Schedules attached hereto hereby replace in their entirety the corresponding facilities described herein, without any further action by any Person, except that Schedules attached to the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Existing Credit Agreement immediately prior to the effectiveness of Effective Date (including, without limitation, Schedule 1.1B hereto which sets forth the Restatement Commitments) and (c) the Exhibits attached hereto hereby replace in their entirety the corresponding Exhibits attached to the Existing Credit Agreement shall be exchanged and replaced as described herein and in prior to the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject not intended to Section 5 constitute, and does not constitute, a novation of the Restatement Agreement, obligations and liabilities ​ ​ 135 ​ ​ under the terms Existing Credit Agreement (including the Obligations) or to evidence payment of all or any portion of such obligations and provisions of which are incorporated herein by reference as if fully set forth hereinliabilities.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Existing Credit Agreement (as amended) 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 Fourth Amended and Restated Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement, and nor shall it extinguish, terminate or impair the execution and delivery obligations or the rights or remedies 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 the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of the Restatement Agreementany other Loan Document. On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated 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 Fourth Amended and Restated Existing Credit Agreement Agreement, shall be deemed to be Loans loans and Loan Obligations other obligations outstanding under the corresponding facilities described herein, without any further action by any PersonPerson (including, without limitation, any Assignment and Assumption), except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such the Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment Commitments of the Lenders hereunder. In furtherance Except as expressly amended hereby, each Loan Document shall continue in full force and effect in accordance with the provisions thereof on the date hereof, and (a) the Borrower ratifies and reaffirms any grant of security interests and any liens granted, as the case may be, under the Security Documents and (b) each Guarantor ratifies and reaffirms the guarantee of obligations by such Guarantor. Any reference to the Credit Agreement or any of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature other Loan Documents herein or in any other Loan Documents shall refer to this Agreement being conclusive evidence of and such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced other Loan Documents as described herein and in the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth hereinamended hereby.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated 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 or other obligations owing to the Lenders or the Administrative Agent under the Fourth Amended and Restated Existing Credit Agreement based on facts or events occurring or existing prior to before 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 Third Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated 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 Fourth Amended and Restated Existing Credit Agreement are and shall be deemed to be Loans loans and Loan 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 in order that for the outstanding balance of such Loans, together with any Loans funded on the Third Restatement Effective Date, reflect to comport with the respective Commitment Commitments of the Lenders hereunderhereunder (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, each (a) all interest and fees of the Lenders hereby authorizes Loan Parties under the Administrative Agent to enter into each respective Security Document Existing Credit Agreement shall accrue at the rates therefor under the Existing Credit Agreement and shall, on its behalf (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On and after the Third Restatement Effective Date, accrue at the credit facilities described rates set forth in this Agreement and be payable on the Fourth Amended dates set forth in this Agreement and Restated (b) all Letters of Credit issued pursuant to the Existing Credit Agreement immediately prior to and outstanding on the effectiveness of the Third Restatement Agreement Effective Date are and shall be exchanged and replaced as described herein and in the Restatement deemed to be Letters of Credit under this Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth 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 or other obligations owing to the Lenders or the Administrative Agent under the Fourth 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 Fourth 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 Fourth 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, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such XxxxxxLender’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Third Amended and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such XxxxxxLender’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

Amendment and Restatement; No Novation. This On the Restatement Date, the Existing Guaranty is amended and restated in its entirety by this Agreement constitutes an amendment and restatement (a) all references to the Existing Guaranty in any document other than this Agreement (including in any amendment, waiver or consent) shall be deemed to refer to the Existing Guaranty as amended and restated hereby, (b) all references to any Article, Section or clause of the Fourth Amended and Restated Credit Agreement Existing Guaranty in any document (as amendedbut not herein) 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 be amended to be, mutatis mutandis, references to the Lenders or the Administrative Agent under the Fourth Amended and Restated Credit Agreement based on facts or events occurring or existing prior to the execution and delivery corresponding provisions of this Agreement, and (c) except as the execution and delivery of the Restatement Agreement shall not constitute a novation of any indebtedness or other obligations owing context otherwise provides, all references 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 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 Fourth Amended and Restated Credit Agreement herein shall be deemed to be Loans and Loan 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 in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Credit Agreement immediately prior reference to the effectiveness of the Restatement Agreement shall be exchanged Existing Guaranty as amended and replaced as described herein and in the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization)restated hereby. This Agreement is subject not intended to Section 5 constitute, and does not constitute, a novation of the obligations and liabilities under the Existing Guaranty (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, 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 case to the extent in force and effect thereunder as of the Restatement AgreementDate and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith and all of such rights, duties, Guaranteed Obligations and any such security are assumed, ratified and affirmed by Holdings. As amended hereby, all terms of the terms Existing Guaranty shall be and provisions remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations of which are incorporated herein by reference as if fully set forth hereinHoldings.

Amendment and Restatement; No Novation. This On the Restatement Date, the Original Credit Agreement constitutes an amendment is amended and restatement restated in its entirety by this Agreement and (i) all references to the Original Credit Agreement 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 restated hereby, (ii) all references to any section (or subsection) of the Fourth Amended and Restated Original Credit Agreement in any Loan Document (as amendedbut not herein) 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 be amended to be, mutatis mutandis, references to the Lenders or the Administrative Agent under the Fourth Amended and Restated Credit Agreement based on facts or events occurring or existing prior to the execution and delivery corresponding provisions of this Agreement, and (iii) except as the execution and delivery of the Restatement Agreement shall not constitute a novation of any indebtedness or other obligations owing context otherwise provides, all references to the Lenders or the Administrative Agent under this Agreement based on facts or events occurring or existing prior to the execution herein (including for purposes of indemnification and delivery reimbursement of the Restatement Agreement. On the Restatement Effective Date, the credit facilities described in the 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 Fourth Amended and Restated Credit Agreement fees) shall be deemed to be Loans and Loan Obligations outstanding under reference to 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 in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Original Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged as amended and replaced as described herein and in the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization)restated hereby. This Agreement is subject not intended to Section 5 constitute, and does not constitute, a novation of the obligations and liabilities under the Original Credit Agreement (including the Obligations) or to evidence payment of all or any portion of such obligations and liabilities. Except as expressly provided in any Loan Document, this Agreement (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 AgreementDate 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 Parties. All Liens created under 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 provisions the other Loan Documents shall be and remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations of which are incorporated herein by reference as if fully set forth hereinthe Loan Parties party thereto. THIRD AMENDED AND RESTATED CREDIT AGREEMENT RUSH ENTERPRISES, INC.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated 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 or other obligations owing to any Lender under the Lenders Existing Credit Agreement or the Administrative Agent under the Fourth Amended and Restated Credit Agreement other Loan Documents 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 such 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 AgreementLoan Documents. On the Restatement Effective Closing Date, the credit facilities described in the Fourth Amended and Restated 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 Fourth Amended and Restated Existing Credit Agreement Agreement, as amended, shall be deemed to be Loans loans and Loan 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 funds, and the Lenders shall make such assignments of the Loans between and/or among themselves for appropriate consideration at par, as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Closing Date, reflect the respective Commitment Commitments of the Lenders hereunder. In furtherance 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 foregoingMortgages covering the Fee Properties located in the State of New Mexico, hereby agrees and consents to the amendment and restatement of each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf ("Mortgages", as such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described term is defined in the Fourth Amended and Restated Existing Credit Agreement immediately prior Agreement, pursuant to the effectiveness of the Restatement Agreement shall be exchanged applicable Mortgage executed in accordance with this Agreement. Obligor Name: Southwest Convenience Stores, LLC and replaced as described herein and in the Restatement AgreementSkinny's, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth hereinLLC Obligor No.: 0262937922 SECOND AMENDED AND RESTATED CREDIT AGREEMENT – Page 121 42575.100083 EMF_US 48981686v14

Amendment and Restatement; No Novation. 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 Fourth Amended and Restated Existing Credit Agreement and any Loan Documents expressly amended by this Agreement is not intended to constitute, nor does it constitute, a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the obligations, loans, liabilities, or indebtedness under the Existing Credit Agreement and other Loan Documents thereunder or the collateral security therefor (except as such collateral security is expressly modified in accordance with this Agreement and the other Loan Document amended in connection therewith), and this Agreement and the other Loan Documents are entitled to all rights and benefits originally pertaining to the Existing Credit Agreement and the other Loan Documents (as amendeddefined in the Existing Credit Agreement). Notwithstanding the foregoing, as of the date hereof, (i) 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 except to the Lenders or extent specifically amended and restated on the Administrative Agent under the 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 terms set forth in the 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 Fourth Amended and Restated Credit Agreement shall be deemed Guaranty with respect to be Loans and Loan 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 in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders hereunder. In furtherance of the foregoingStormTech LLC, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf Guarantors (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Dateother than StormTech LLC, the credit facilities described “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 Fourth Amended Existing Credit Agreement) to which such Guarantor is a party and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged such Existing Guaranty and replaced such other Loan Document (as described herein and defined in the Restatement Existing Credit Agreement, ) is terminated with respect to each Existing Guarantor and any and all collateral pledged by each such Existing Guarantor under the Administrative Agent shall make such transfers of funds Loan Documents (as are necessary defined in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders hereunder. In furtherance of the foregoing, Existing Credit Agreement) is hereby released and terminated and (ii) each of the Lenders Existing Guarantors (each as a “Company” under the Intercompany Subordination Agreement (as defined in the Existing Credit Agreement)) is hereby authorizes the Administrative Agent to enter into each respective Security Document on released from its behalf (obligations under such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization)Intercompany Subordination Agreement. This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.[SIGNATURE PAGES FOLLOW] [SIGNATURE PAGE TO CREDIT AGREEMENT]

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Existing Credit Agreement (as amended) 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 the Lenders or the Administrative Agent under the Fourth Amended and Restated Existing 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 Closing Date, the credit facilities described in the Fourth Amended and Restated 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 Fourth Amended and Restated Existing Credit Agreement Agreement, shall be deemed to be Loans loans and Loan 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 in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Closing Date, reflect the respective Commitment of the Lenders hereunder. In furtherance [Signature pages followintentionally omitted] Annex B New Schedule 2.21 (Sustainability Table) to Credit Agreement See attached. SCHEDULE 2.21 SUSTAINABILITY TABLE Resource Solutions Amount Fiscal Year Resource Solutions Threshold Resource Solutions Target 2023 1.214 1.361 2024 1.259 1.426 2025 1.327 1.496 2026 1.372 1.581 Total Recordable Incident Rate Fiscal Year Total Recordable Incident Rate Threshold Total Recordable Incident Rate Target A Total Recordable Incident Rate Target B 2023 5.57 5.30 5.23 2024 5.46 5.20 5.05 2025 5.25 5.00 4.88 2026 5.15 4.90 4.70 -3- Annex C New Exhibit K (Form of the foregoing, each of the Lenders hereby authorizes the Administrative Agent Pricing Certificate) to enter into each respective Security Document on its behalf (such Xxxxxx’s signature Credit Agreement See attached. Annex C to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth First Amendment to Amended and Restated Credit Agreement immediately prior EXHIBIT K FORM OF PRICING CERTIFICATE Date: _____________, 20__ To: Bank of America, N.A., as Administrative Agent BofA Securities, Inc. and TD Securities (USA) 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 effectiveness “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 Parent, 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 hereby certifies, solely in [his/her] capacity as a Responsible Officer of the Restatement Agreement shall be exchanged Parent and replaced as described herein and not in the Restatement Agreement[his/her] individual capacity, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.that:

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated 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 or other obligations owing to the Lenders or the Administrative Agent under the Fourth Amended and Restated Existing Credit Agreement based on facts or events occurring or existing prior to before 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 Fourth Amended and Restated 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 Fourth Amended and Restated Existing 187 ACTIVE 61134624v18 187 Credit Agreement are and shall be deemed to be Loans loans and Loan 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 in order that for the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect to comport with the respective Commitment Revolving Credit Commitments of the Revolving Credit Lenders hereunderhereunder (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, each (a) all interest and fees of the Lenders hereby authorizes Loan Parties under the Administrative Agent to enter into each respective Security Document Existing Credit Agreement shall accrue at the rates therefor under the Existing Credit Agreement and shall, on its behalf (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On and after the Restatement Effective Date, accrue at the credit facilities described rates set forth in this Agreement and be payable on the Fourth Amended dates set forth in this Agreement and Restated (b) all Letters of Credit issued pursuant to the Existing Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment Date are and shall be deemed to be Letters of the Lenders 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 (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Credit under this Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Existing Credit Agreement (as amended) 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 or other obligations owing to the Lenders or the Administrative Agent under the Fourth Amended and Restated 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 Agreement, Agreement and the execution and delivery reaffirmation 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 AgreementExisting Loan Documents as Loan Documents. On the Restatement Effective Closing Date, the credit facilities described in the Fourth Amended and Restated 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 Fourth Amended and Restated Existing Credit Agreement and the other Existing Loan Documents, shall be deemed to be Loans loans and Loan Obligations obligations outstanding under the corresponding facilities described hereinherein and in the other Loan Documents, without any further action by any Person, except that the Administrative Agent shall on the Closing Date make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Closing Date, reflect the respective Commitment Commitments of the Lenders hereunderunder the applicable facilities hereunder on the Closing Date. In furtherance of Notwithstanding the foregoing, each Lender party hereto that was a lender in respect of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Existing Credit Agreement immediately prior to the effectiveness of the Restatement this Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with hereby waives any Loans funded on the Restatement Effective Date, reflect the respective Commitment claim for compensation pursuant to Section 3.05 of the Lenders hereunderExisting Credit Agreement. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.ARTICLE II

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated 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 owing to the Lenders or the Administrative Agent under the Fourth Amended and Restated 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, 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 Closing Date, the credit facilities described in the Fourth Amended and Restated 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 Fourth Amended and Restated 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 Loan 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 in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Closing Date, reflect the respective Commitment Commitments of the Lenders hereunder. In furtherance of (b) On the foregoingClosing Date, each of (i) all outstanding loans under the Lenders hereby authorizes Existing Credit Agreement (“Existing Loans”) made by any Person that is a “Lender” under the Administrative Agent to enter into each respective Security Document on its behalf Existing Credit Agreement which is not a Lender hereunder (such Xxxxxx’s signature to this Agreement being conclusive evidence 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 authorization). On Exiting Lender shall be terminated, (ii) all outstanding Existing Loans constituting Revolving Loans under the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Existing Credit Agreement immediately prior to the effectiveness of the Restatement Agreement that are not being repaid under clause (i) above shall be exchanged and replaced as described herein and Revolving Loans hereunder in the Restatement Agreement, accordance with Section 2.01(b) and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.of

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth 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 158 novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Fourth Amended and Restated ExistingSecond A&R 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 Fifth Amendment to the Lenders or the Administrative Agent under which this Agreement based on facts or events occurring or existing prior to the execution and delivery of the Restatement Agreementis attached. On the Restatement Effective ClosingRestatement Date, the credit facilities described in the Fourth Amended and Restated 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 Fourth Amended and Restated ExistingSecond A&R Credit Agreement Agreement, shall be deemed to be Loans loans and Loan 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 in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective ClosingRestatement Date, reflect the respective Commitment Commitments of the Lenders 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 (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

Amendment and Restatement; No Novation. This Agreement constitutes an From and after the date hereof, this Guaranty supersedes the terms of the Existing Guaranty in all respects. Guarantor hereby (i) 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 Fourth Amended and Restated Credit Agreement (as amended) effective from Existing 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 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 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 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, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth hereinExisting Guaranty.

Amendment and Restatement; No Novation. 16.1 This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Existing Credit Agreement (as amended) 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 Fourth Amended and Restated Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement, and nor shall it extinguish, terminate or impair the execution and delivery obligations or the rights or remedies 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 the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of the Restatement Agreementany other Loan Document. On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated 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 Fourth Amended and Restated Existing Credit Agreement Agreement, shall be deemed to be Loans loans and Loan Obligations other obligations outstanding under the corresponding facilities described herein, without any further action by any PersonPerson (including, without limitation, any Assignment and Assumption Agreement), except that the Administrative Agent shall make such transfers of funds as are necessary in order that for the outstanding balance of such the Loans, together with any Loans funded on the Restatement Effective Date, to reflect the respective Commitment Commitments of the Lenders hereunder. In furtherance As of the foregoingEffective 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 (the “Exiting Lenders”) shall be terminated and permanently reduced to zero. As of the Effective Date, each of the Exiting Lenders hereby authorizes shall cease to be a party to the Administrative Agent 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 enter into the Existing Credit Agreement, expressly survives a termination of the Commitments) and each respective Security Exiting Lender shall return to the Borrower any promissory note 105 executed and delivered by such Borrower to such Exiting Lender pursuant to the Existing Credit Agreement. Except as expressly amended hereby, each Loan Document shall continue in full force and effect in accordance with the provisions thereof on its behalf (such Xxxxxx’s signature the date hereof. Any reference to the Credit Agreement or any of the other Loan Documents herein or in any other Loan Documents shall refer to this Agreement being conclusive evidence of and such authorization)other Loan Documents as amended hereby. On [Signature Pages FollowIntentionally Omitted] 106 PRICING SCHEDULE Pricing Level Debt RatingsFitch/Moody’s/S&P Applicable Margin-Eurodollar Rate Margin-SOFR Loans Applicable Margin- ABR Rate Loans Facility Fee I ≥A+/A1/A+ 0.800% 0.000% 0.075% II A/A2/A 0.900% 0.000% 0.100% III A-/A3/A- 1.000% 0.000% 0.125% IV BBB+/Baa1/BBB+ 1.075% 0.075% 0.175% V BBB/Baa2/BBB 1.275% 0.275% 0.225% VI ≤ BBB-/Baa3/BBB- 1.475% 0.475% 0.275% The Applicable Margin for EurodollarSOFR Loans and Floating Rate Loans and the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement Applicable Fee Rate shall be exchanged and replaced as described herein and determined in accordance with the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded foregoing table based on the Restatement Effective DateBorrower’s Status as determined from its then-current Mxxxx’x Rating, reflect Fitch Rating and S&P Rating. The credit rating in effect on any date for the respective Commitment purposes of this Schedule is that in effect at the Lenders hereunder. In furtherance close of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document business on its behalf (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth hereindate.

Amendment and Restatement; No Novation. 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 Fourth Amended and Restated Existing Credit Agreement and any Loan Documents expressly amended by this Agreement is not intended to constitute, nor does it constitute, a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the obligations, loans, liabilities, or indebtedness under the Existing Credit Agreement and other Loan Documents thereunder (except for the release of the collateral security as further provided herein), and this Agreement and the other Loan Documents are entitled to all rights and benefits originally pertaining to the Existing Credit Agreement and the other Loan Documents (as amended) effective from and after defined in the Restatement Effective DateExisting Credit Agreement). The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to Notwithstanding that the Lenders or the Administrative Agent under the Fourth Amended and Restated Existing Credit Agreement based on facts or events occurring or existing prior to the execution is being amended and delivery of restated in its entirety by this Agreement, and the execution and delivery Loans hereunder which are a continuation of the Restatement Agreement shall not constitute a novation of any indebtedness or other obligations owing to Loans under 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 Fourth Amended and Restated Existing Credit Agreement shall be amendedunsecured going forward under this Agreement. As such, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations upon consummation of the Borrower outstanding Closing Date hereunder, all Liens on the Collateral (as of such date defined under the Fourth Amended and Restated Existing Credit Agreement Agreement) shall be deemed to be Loans released and Loan Obligations outstanding under terminated. On the corresponding facilities described hereinClosing Date, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are execute and provide to Borrowers for filing by Borrowers and/or their counsel any and all releases and terminations necessary in order that to release the outstanding balance of such Loans, together with any Loans funded on collateral security under the Restatement Effective Date, reflect the respective Commitment of the Lenders hereunderExisting Loan Agreement. In furtherance of the foregoing, 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 Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.[SIGNATURE PAGES FOLLOW] 108

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated 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 owing to the Lenders or the Administrative Agent under the Fourth Amended and Restated 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, 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 Closing Date, the credit facilities described in the Fourth Amended and Restated 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 Fourth Amended and Restated 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 Loan 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 in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Closing Date, reflect the respective Commitment Commitments of the Lenders hereunder. In furtherance of (b) On the foregoingClosing Date, each of (i) all outstanding loans under the Lenders hereby authorizes Existing Credit Agreement (“Existing Loans”) made by any Person that is a “Lender” under the Administrative Agent to enter into each respective Security Document on its behalf Existing Credit Agreement which is not a Lender hereunder (such Xxxxxx’s signature to this Agreement being conclusive evidence 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 authorization). On Exiting Lender shall be terminated, (ii) all outstanding Existing Loans constituting Revolving Loans under the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Existing Credit Agreement immediately prior to the effectiveness of the Restatement Agreement that are not being repaid under clause (i) above shall be exchanged and replaced as described herein and deemed Revolving Loans hereunder in the Restatement Agreement, accordance with Section 2.01(b) 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 Restatement Effective Closing Date, reflect are in accordance with the respective Commitment relevant Applicable Percentages of the Lenders hereunder. In furtherance , (iii) all Outstanding Term Loan Obligations under the Existing Credit Agreement that are not being repaid under clause (i) above shall be continued and reconstituted as a Term Loan hereunder in accordance with Section 2.01(a), (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 foregoingExiting Lenders and/or Bank of America, each 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 hereby authorizes under the Existing Credit Agreement shall be promptly returned to the Administrative Agent to enter into each respective Security Document on its behalf (which shall forward such Xxxxxx’s signature or consent notes to the Restatement Agreement being conclusive evidence of such authorization)Borrower for cancellation. This Agreement is subject (c) Notwithstanding anything herein to the contrary, each Lender hereby waives any and all payments that may otherwise be payable under Section 5 3.05 of the Restatement Agreement, Existing Credit Agreement in connection with the terms and provisions conversion of which are incorporated herein by reference as if fully set forth hereinExisting Loans into Term SOFR Loans on the Closing Date.

Amendment and Restatement; No Novation. 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 Fourth Amended and Restated Existing Credit Agreement and any Loan Documents expressly amended by this Agreement is not intended to constitute, nor does it constitute, a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the obligations, loans, liabilities, or indebtedness under the Existing Credit Agreement and other Loan Documents thereunder or the collateral security therefor (except as such collateral security is expressly modified in accordance with this Agreement and the other Loan Document amended in connection therewith), and this Agreement and the other Loan Documents are entitled to all rights and benefits originally pertaining to the Existing Credit Agreement and the other Loan Documents (as amended) effective from and after such term is defined therein). Notwithstanding the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing foregoing, except to the Lenders or extent specifically amended and restated on the Administrative Agent under the 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 terms set forth in the Fourth Amended Guaranty Agreement with respect to ADS 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 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, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders hereunder. In furtherance of the foregoingStormTech LLC, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf Guarantors (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Dateother than ADS and StormTech LLC, the credit facilities described “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 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 the Fourth Amended Existing Credit Agreement) is hereby released and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders hereunderterminated. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.CREDIT AGREEMENT]

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Existing Credit Agreement (as amended) 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 the Lenders or the Administrative Agent under the Fourth Amended and Restated Existing 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 Closing Date, the credit facilities described in the Fourth Amended and Restated 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 Fourth Amended and Restated Existing Credit Agreement Agreement, shall be deemed to be Loans loans and Loan 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 Administrative 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 the Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Closing Date, reflect the respective Revolving Credit Commitment of the Lenders hereunder. In furtherance Except as otherwise provided in the Loan Documents, in no event shall the Collateral (and Liens related thereto) securing the Existing Credit Agreement or the obligations of the foregoingBorrowers thereunder and in connection therewith be deemed affected hereby, each it being the intent and agreement of the Lenders hereby authorizes Borrowers that the Administrative Agent Liens on the Collateral granted to enter into each respective Security Document on its behalf (such Xxxxxx’s signature to this Agreement being conclusive evidence secure the obligations of such authorization). On the Restatement Effective Date, Borrowers in connection with the credit facilities described in the Fourth Amended and Restated Existing Credit Agreement immediately prior to shall not be extinguished and shall remain valid, binding and enforceable securing the effectiveness obligations of the Restatement Borrowers under the Existing Credit Agreement shall be exchanged and replaced related loan documentation, as described herein amended and in the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth hereinrestated hereby.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment 121 SCHEDULE 1.01(a) Lenders and restatement Commitments SCHEDULE 1.01(b) Lender Addresses SCHEDULE 1.01(c) Encumbered Assets SCHEDULE 1.01(d) RC Assets SCHEDULE 1.01(e) Unrestricted Subsidiaries SCHEDULE 3.06 Litigation SCHEDULE 3.09 Certain Tax Matters SCHEDULE 3.14 Subsidiaries SCHEDULE 3.17 Insurance SCHEDULE 3.21 Existing Indebtedness SCHEDULE 6.01 Existing Liens SCHEDULE 6.04(ii) Existing Scheduled Indebtedness SCHEDULE 6.05 Existing Investments SCHEDULE 6.06 Affiliate Transactions SCHEDULE 6.11 Certain Restrictive Agreements EXHIBIT A Form of Borrowing Request EXHIBIT B-1 Form of Quarterly Compliance Certificate EXHIBIT B-2 Form of Monthly Compliance Certificate EXHIBIT C Form of Assignment and Acceptance EXHIBIT D Form of Administrative Questionnaire EXHIBIT E Form of Solvency Certificate AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 18, 2016, among PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC, a Delaware limited liability company (the Fourth Amended “Borrower”), the Lenders (such term and Restated Credit Agreement each other capitalized term used but not defined in this introductory statement having the meaning given it in Article 1), and CREDIT SUISSE AG, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as amendedcollateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) effective for the Lenders. The Borrower has requested the Lenders to extend credit in the form of Loans at any time and from and time to time on or after the Restatement Effective Date. The execution Closing Date 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 Fourth Amended and Restated Credit Agreement based on facts or events occurring or existing prior to the execution and delivery Maturity Date in an aggregate principal amount at any time outstanding not in excess of this Agreement, and the execution and delivery $150,000,000. The proceeds of the Restatement Agreement shall not constitute a novation of any indebtedness or other obligations owing Loans are to the Lenders or the Administrative Agent under this Agreement based on facts or events occurring or existing prior to the execution be used solely for working capital and delivery of the Restatement Agreement. On the Restatement Effective Date, the credit facilities described in the 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 general corporate purposes of the Borrower outstanding as of and its Subsidiaries, including Permitted Acquisitions. The Lenders are willing to extend such date under the 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, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded Borrower on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully subject to the conditions set forth herein.. Accordingly, the parties hereto agree as follows:

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Credit Prior Loan Agreement (as amended) effective from and after the Restatement Effective Agreement 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 Fourth Amended and Restated Credit Prior Loan Agreement based on any 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 Agreement Date, (a) the credit facilities described in the Fourth Amended and Restated Credit Prior Loan Agreement shall be amended, supplemented, modified amended and restated in their entirety supplemented by the facilities described herein, and (b) all loans and other obligations of the Borrower Revolving Loans outstanding as of such date under the Fourth Amended and Restated Credit Prior Loan Agreement shall be deemed to be Revolving Loans and Loan 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 in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, hereunder 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 hereunder on the Restatement Effective Agreement Date, reflect the respective Commitment Revolving Loan Commitments of the Lenders hereunder. In furtherance , (c) all Incremental Loans outstanding as of such date under the Prior Loan Agreement shall be converted to Term Loans hereunder or repaid and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of the foregoing, each Term Loans on the Agreement Date reflect the Term Loan A Commitments and Term Loan B Commitments of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf hereunder and (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence d) all Letters of Credit outstanding as of such authorization). This date under the Prior Loan Agreement is subject shall be deemed to Section 5 be Letters of the Restatement AgreementCredit outstanding hereunder, the terms and provisions of which are incorporated herein in each case, without further action by reference as if fully set forth hereinany Person.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Existing 2018 Credit Agreement (as amended) 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 Fourth Amended and Restated Existing 2018 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 Fourth Amended and Restated 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 Fourth Amended and Restated Existing 2018 Credit Agreement Agreement, shall be deemed to be Loans loans and Loan 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 in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders hereunder. In furtherance Annex B Exhibits to Credit Agreement See attached. EXHIBIT A FORM OF COMMITTED LOAN NOTICE Date: , To: Bank of the foregoingAmerica, each of the Lenders hereby authorizes the N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to enter into each respective Security Document on its behalf (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended that certain Xxxxxxx and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and dated as of August 17, 2021 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Administrative Agent shall make such transfers of funds “Agreement;” the terms defined therein being used herein as are necessary in order that therein defined), among Republic Services, Inc., a Delaware corporation (the outstanding balance of such Loans“Company”), USE Canada Holdings, Inc., a Canadian corporation (the “Canadian Borrower” and, together with any Loans funded on the Restatement Effective DateCompany, reflect the respective Commitment of “Borrowers” and each a “Borrower”), the Lenders hereunderfrom 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. In furtherance The undersigned hereby requests (select one): ☐ A Borrowing of the foregoing, each Committed Loans ☐ A conversion or continuation of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.Committed Loans

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth 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 or other obligations owing to the Lenders or the Administrative Agent under the Fourth 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 Fourth 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 Fourth 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, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such XxxxxxLender’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Second Amended and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders 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 (such XxxxxxLender’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended Existing Credit Agreement. All indebtedness and Restated other obligations under the Existing Credit Agreement (as amended) 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 or other obligations owing to the Lenders or the Administrative Agent and the Lenders under the Fourth Amended and Restated Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement, and the execution and delivery . As 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 Fourth Amended and Restated 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 Fourth Amended and Restated Existing Credit Agreement shall be deemed to be Loans loans and Loan Obligations obligations outstanding under the corresponding facilities described herein, this Agreement without any further action by any Person, except that the Administrative Agent Agent, the Lenders and the lenders under the Existing Credit Agreement that are not Lenders under this Agreement (if any) shall make such transfers and advances of funds funds, repayments of loans and obligations under the Existing Credit Agreement, and other adjustments as are necessary in order the opinion of the Administrative Agent so that the outstanding balance of such Loansall Loans and Obligations hereunder on the Effective Date, together with including any Loans funded on the Restatement Effective DateDate under this Agreement, reflect the respective Commitment Commitments of each Lender hereunder on the Lenders hereunderEffective Date. In furtherance Notwithstanding anything to the contrary in the Existing Credit Agreement or in this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be, or shall be required to be, executed in connection with any such assignments (all of the foregoingwhich requirements are hereby waived), each of the Lenders hereby authorizes the Administrative Agent and such assignments shall be deemed to enter into each respective Security Document on its behalf (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization)be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Restatement Effective Date, the credit facilities described in applicable Lenders shall make full cash settlement with one another either directly or through the Fourth Amended and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced Administrative Agent, as described herein and in the Restatement Agreement, and the Administrative Agent shall make such transfers may direct or approve, with respect to all assignments, reallocations and other changes in Commitments and the portion of funds as are necessary in order that the outstanding balance of Loans allocable to each Lender, such Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent that after giving effect to enter into each respective Security Document on its behalf (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreementsettlements, the terms and provisions Commitments of which are incorporated herein by reference each Lender shall be as if fully set forth hereinon Schedule I. The Borrowers shall not be required to repay any loans or obligations under the Existing Credit Agreement in connection with the execution and delivery of this Agreement.