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 Existing Security Agreement, and is effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any obligations owing to the Lenders or the Administrative Agent under the Existing Security Agreement or the Existing Credit Agreement. On the Closing Date, each of the security interests granted under the Existing Security Agreement, as perfected pursuant to the terms thereof, shall remain and continue (as amended, supplemented, modified and restated by the terms of this Agreement) in full force and effect with respect to the Secured Obligations. Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. GRANTORS:TOPBUILD CORP., a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer ADO PRODUCTS, LLC, a Minnesota limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer AMERICAN COMMERCIAL INSULATION, LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer BUILDER PROCUREMENT SERVICES, LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer BUILDER SERVICES GROUP, INC., a Florida corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer Amended and Restated Security and Pledge Agreement SERVICE PARTNERS, LLC, a Virginia limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer SUPERIOR CONTRACTING CORPORATION, a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer TOPBUILD HOME SERVICES, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer TOPBUILD SUPPORT SERVICES, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer VIKING INSULATION, LLC, a California limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer Amended and Restated Security and Pledge Agreement Accepted and agreed to as of the date first above written. BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: VP Amended and Restated Security and Pledge Agreement EXHIBIT A [FORM OF] IRREVOCABLE STOCK POWER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to __________________ the following Equity Interests of [___________], a [_________] [corporation] [limited liability company]: No. of SharesCertificate No. and irrevocably appoints __________________________________ its agent and attorney-in-fact to transfer all or any part of such Equity Interests and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him. ______________________________ By: Name: Title: EXHIBIT B [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN COPYRIGHTS [United States Copyright Office] [Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of March 20, 2020 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the copyrights and copyright applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the copyrights and copyright applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any copyright or copyright application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: EXHIBIT C [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN PATENTS [United States Patent and Trademark Office] [Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of March 20, 2020 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the patents and patent applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the patents and patent applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any patent or patent application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: EXHIBIT D [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS [United States Patent and Trademark Office] [Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of March 20, 2020 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the trademarks and trademark applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the trademarks and trademark applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any trademark or trademark application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: Exhibit D

Amendment and Restatement; No Novation. This Agreement constitutes an is not intended to be, and shall not be construed to create, a novation or accord and satisfaction, and, except as otherwise provided herein, the 2017 Note Agreement, as amended or otherwise modified from time to time prior to the effectiveness of the amendment and restatement of the Existing Security Agreement, and is effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any obligations owing to the Lenders or the Administrative Agent under the Existing Security Agreement or the Existing Credit Agreement. On the Closing Date, each of the security interests granted under the Existing Security Agreement, as perfected pursuant to the terms thereofprovided hereby, shall remain and continue (as amended, supplemented, modified and restated by the terms of this Agreement) in full force and effect with respect to breaches of representations and warranties or breaches of obligations which may have occurred prior to the Secured Obligations. Each effectiveness of the parties hereto has caused amendment and restatement provided hereby. * * * * * If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to be duly executed the Company, whereupon this Agreement shall become a binding agreement between you and delivered as of the date first above writtenCompany. GRANTORS:TOPBUILD CORP.Very truly yours, a Delaware corporation ENCORE CAPITAL GROUP, INC. By: /s/ Xxxxxx Xxxxxx Xxxxxxxx Xxxxx Name: Xxxxxx Xxxxxx Xxxxxxxx Xxxxx Title: Treasurer ADO PRODUCTS, LLC, a Minnesota limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer AMERICAN COMMERCIAL INSULATION, LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer BUILDER PROCUREMENT SERVICES, LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer BUILDER SERVICES GROUP, INC., a Florida corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer Amended Executive Vice President and Restated Security and Pledge Agreement SERVICE PARTNERS, LLC, a Virginia limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer SUPERIOR CONTRACTING CORPORATION, a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer TOPBUILD HOME SERVICES, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer TOPBUILD SUPPORT SERVICES, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer VIKING INSULATION, LLC, a California limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer Amended and Restated Security and Pledge Agreement Accepted and Chief Financial Officer The foregoing is hereby agreed to as of the date first above writtenthereof. BANK THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, N.A.solely for purpose of Section 22.11 By: /s/ X.X. Xxxxxxxx III Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as Administrative Agent a 2017 Notes Purchaser By: /s/ X.X. Xxxxxxxx III Vice President PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY, as a 2017 Notes Purchaser By: PGIM, Inc., as investment manager By: /s/ X.X. Xxxxxxxx III Vice President PAR U HARTFORD LIFE & ANNUITY COMFORT TRUST, as a 2017 Notes Purchaser By: Prudential Arizona Reinsurance Universal Company, as Grantor By: PGIM, Inc., as investment manager By: /s/ X.X. Xxxxxxxx III Vice President PICA HARTFORD LIFE & ANNUITY COMFORT TRUST, as a 2017 Notes Purchaser By: The Prudential Insurance Company of America, as Grantor By: /s/ X.X. Xxxxxxxx III Vice President PRUDENTIAL ARIZONA REINSURANCE TERM COMPANY, as a 2017 Notes Purchaser By: PGIM, Inc., as investment manager By: /s/ X.X. Xxxxxxxx III Vice President PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY, as a 2017 Notes Purchaser By: PGIM, Inc., as investment manager By: /s/ X.X. Xxxxxxxx III Vice President PRUCO LIFE INSURANCE COMPANY, as a 2017 Notes Purchaser By: /s/ X.X. Xxxxxxxx III Assistant Vice President 64 GUGGENHEIM PARTNERS INVESTMENT MANAGEMENT, LLC, solely for purpose of Section 22.11 By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Attorney-in-Fact MIDLAND NATIONAL LIFE INSURANCE COMPANY, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC as Investment Manager By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Attorney-in-Fact GUARANTY INCOME LIFE INSURANCE COMPANY, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC as Investment Manager By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Attorney-in-Fact XXXXXX XXXX LIFE INSURANCE COMPANY, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC as Investment Manager By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Attorney-in-Fact XXXXXX REASSURANCE LIFE COMPANY OF NEW YORK, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC as Investment Manager By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Attorney-in-Fact TEXAS LIFE INSURANCE COMPANY, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC as Investment Manager By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Attorney-in-Fact XXXXXX REASSURANCE COMPANY, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC as Investment Manager By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Attorney-in-Fact APOLLO INSURANCE SOLUTIONS GROUP LP, solely for purpose of Section 22.11 By: Apollo Capital Management, L.P., its sub adviser By: Apollo Capital Management, GP, its General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President ATHENE ANNUITY & LIFE ASSURANCE COMPANY, as a 2017 Notes Purchaser By: Apollo Insurance Solutions Group LP, its investment adviser By: Apollo Capital Management, L.P., its sub adviser By: Apollo Capital Management, GP, its General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President ATHENE ANNUITY AND LIFE COMPANY, as a 2017 Notes Purchaser By: Apollo Insurance Solutions Group LP, its investment adviser By: Apollo Capital Management, L.P., its sub adviser By: Apollo Capital Management, GP, its General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President Each of the undersigned Guarantors consents to the amendments effected in this Fourth Amended and Restated Senior Secured Note Purchase Agreement and the transactions contemplated hereby, reaffirms its obligations under the Multiparty Guaranty and its waivers, as set forth in the Multiparty Guaranty, of each and every one of the possible defenses to such obligations. In addition, each undersigned Guarantor reaffirms that its obligations under the Multiparty Guaranty are separate and distinct from the Company’s obligations. Each of the undersigned Guarantors agrees that it is bound by any and all provisions of this Agreement which purport to bind any Guarantor or any Obligor. MIDLAND CREDIT MANAGEMENT, INC. MIDLAND INTERNATIONAL LLC MIDLAND PORTFOLIO SERVICES, INC. MIDLAND FUNDING LLC MRC RECEIVABLES CORPORATION MIDLAND FUNDING NCC-2 CORPORATION ASSET ACCEPTANCE CAPITAL CORP. ASSET ACCEPTANCE, LLC ATLANTIC CREDIT & FINANCE, INC. MIDLAND INDIA LLC ATLANTIC CREDIT & FINANCE SPECIAL FINANCE UNIT, LLC ATLANTIC CREDIT & FINANCE SPECIAL FINANCE UNIT III, LLC By: /s/ Xxxx X. Xxxxxxx Xxxx Name: Xxxx X. Xxxxxxx Xxxx Title: VP Amended and Restated Security and Pledge Agreement EXHIBIT President SCHEDULE A [FORM OF] IRREVOCABLE STOCK POWER FOR VALUE RECEIVEDDEFINED TERMS As used herein, the undersigned hereby sells, assigns and transfers to __________________ the following Equity Interests of [___________], a [_________] [corporation] [limited liability company]: No. of SharesCertificate No. and irrevocably appoints __________________________________ its agent and attorney-in-fact to transfer all or any part of such Equity Interests and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him. ______________________________ By: Name: Title: EXHIBIT B [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN COPYRIGHTS [United States Copyright Office] [Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of March 20, 2020 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the copyrights and copyright applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed thereto set forth below or set forth in the Agreement. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the copyrights and copyright applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any copyright or copyright application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: EXHIBIT C [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN PATENTS [United States Patent and Trademark Office] [Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of March 20, 2020 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the patents and patent applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the patents and patent applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any patent or patent application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: EXHIBIT D [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS [United States Patent and Trademark Office] [Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of March 20, 2020 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the trademarks and trademark applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the trademarks and trademark applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any trademark or trademark application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: Exhibit DSection hereof following such term:

Amendment and Restatement; No Novation. This Agreement constitutes hereby amends and restates, in its entirety, the existing Amended and Restated Intercompany Subordination Agreement, dated as of June 12, 2013 (the “Existing Intercompany Subordination Agreement”), by and among the parties thereto, and the parties hereto agree and acknowledge that this Agreement is not intended to constitute, nor does it constitute, an amendment and restatement interruption, suspension of continuity, satisfaction, discharge of prior duties, novation, or termination of the Existing Security AgreementLiens, and is effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any guarantees, security interests, indebtedness, loans, liabilities, expenses, or obligations owing to the Lenders or the Administrative Agent under the Existing Security Intercompany Subordination Agreement or under the Existing Credit Agreement. On the Closing Date, each Agreement or any of the security interests granted under other Loan Documents (except in each case as expressly modified in accordance with the Existing Security Agreement, as perfected pursuant to Credit Agreement and the terms thereof, shall remain and continue (as amended, supplemented, modified and restated by other Loan Documents amended in connection therewith). [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED INTERCOMPANY SUBORDINATION AGREEMENT] WITNESS the terms of this Agreement) in full force and effect with respect to the Secured Obligations. Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered due execution hereof as of the date day and year first above written. GRANTORS:TOPBUILD CORP.COMPANIES: ADVANCED DRAINAGE SYSTEMS, a Delaware corporation INC. By: /s/ Xxxxxx Xxxxxx X. Xxxxxxxx Name: Xxxxxx Xxxxxx X. Xxxxxxxx Title: Treasurer ADO PRODUCTS, LLC, a Minnesota limited liability company President and Chief Executive Officer HANCOR HOLDING CORPORATION By: /s/ Xxxxxx Xxxxxx X. Xxxxxxxx Name: Xxxxxx Xxxxxx X. Xxxxxxxx Title: Treasurer AMERICAN COMMERCIAL INSULATIONPresident and Chief Executive Officer HANCOR, LLC, a Delaware limited liability company INC. By: /s/ Xxxxxx Xxxxxx X. Xxxxxxxx Name: Xxxxxx Xxxxxx X. Xxxxxxxx Title: Treasurer BUILDER PROCUREMENT SERVICES, LLC, a Delaware limited liability company President and Chief Executive Officer STORMTECH LLC By: /s/ Xxxxxx Xxxxxx X. Xxxxxxxx Name: Xxxxxx Xxxxxx X. Xxxxxxxx Title: Treasurer BUILDER SERVICES GROUPPresident and Chief Executive Officer INTERCOMPANY SUBORDINATION AGREEMENT] PNC BANK, INC., a Florida corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer Amended and Restated Security and Pledge Agreement SERVICE PARTNERS, LLC, a Virginia limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer SUPERIOR CONTRACTING CORPORATION, a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer TOPBUILD HOME SERVICES, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer TOPBUILD SUPPORT SERVICES, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer VIKING INSULATION, LLC, a California limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer Amended and Restated Security and Pledge Agreement Accepted and agreed to as of the date first above written. BANK OF AMERICA, N.A.NATIONAL ASSOCIATION, as Administrative Agent By: /s/ Xxxx Xxxxxx X. Xxxxxxx Xxxxx Name: Xxxx Xxxxxx X. Xxxxxxx Title: VP Amended and Restated Security and Pledge Agreement EXHIBIT A [FORM OF] IRREVOCABLE STOCK POWER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to __________________ the following Equity Interests of [___________], a [_________] [corporation] [limited liability company]: No. of SharesCertificate No. and irrevocably appoints __________________________________ its agent and attorney-in-fact to transfer all or any part of such Equity Interests and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him. ______________________________ By: Name: Title: EXHIBIT B [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN COPYRIGHTS [United States Copyright Office] [Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of March 20, 2020 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the copyrights and copyright applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the copyrights and copyright applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any copyright or copyright application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: EXHIBIT C [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN PATENTS [United States Patent and Trademark Office] [Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of March 20, 2020 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the patents and patent applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the patents and patent applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any patent or patent application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: EXHIBIT D [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS [United States Patent and Trademark Office] [Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of March 20, 2020 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the trademarks and trademark applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the trademarks and trademark applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any trademark or trademark application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: Exhibit DXxxxx

Amendment and Restatement; No Novation. This Agreement constitutes an amendment amends, restates and restatement of replaces the Existing Security Prior Agreement, and is effective from and after the Closing Date. The execution and delivery of this Agreement shall not intended to constitute a novation of any the obligations owing to thereunder. * * * * * If you are in agreement with the Lenders or foregoing, please sign the Administrative Agent under the Existing Security Agreement or the Existing Credit Agreement. On the Closing Date, each form of the security interests granted under the Existing Security Agreement, as perfected pursuant to the terms thereof, shall remain and continue (as amended, supplemented, modified and restated by the terms of this Agreement) in full force and effect with respect to the Secured Obligations. Each of the parties hereto has caused agreement on a counterpart of this Agreement and return it to be duly executed the Company, whereupon this Agreement shall become a binding agreement between you and delivered the Company. Very truly yours, ENCORE CAPITAL GROUP, INC. By: /S/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President & Chief Executive Officer The foregoing is hereby agreed to as of the date first above writtenthereof. GRANTORS:TOPBUILD CORPTHE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /S/ Xxxxxxx Xxxxxxxx Vice President PRUCO LIFE INSURANCE COMPANY By: /S/ Xxxxxxx Xxxxxxxx Vice President PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., investment manager By: /S/ Xxxxxxx Xxxxxxxx Vice President PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION By: Prudential Investment Management, Inc., investment manager By: /S/ Xxxxxxx Xxxxxxxx Vice President Each of the undersigned Guarantors consents to the amendments effected in this Amended and Restated Senior Secured Note Purchase Agreement (including the sale and purchase of the 2011 Notes) and the transactions contemplated hereby, reaffirms its obligations under the Multiparty Guaranty and its waivers, as set forth in the Multiparty Guaranty, of each and every one of the possible defenses to such obligations. In addition, the undersigned Guarantor reaffirms that its obligations under the Multiparty Guaranty are separate and distinct from the Company’s obligations. ASCENSION CAPITAL GROUP, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxx X. Xxxxxxx Xxxxx Name: Xxxxxx Xxxxxx X. Xxxxxxx Xxxxx Title: Treasurer ADO PRODUCTSPresident MIDLAND CREDIT MANAGEMENT, INC., a Kansas corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President & Chief Executive Officer MIDLAND FUNDING LLC, a Delaware limited liability company By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND FUNDING NCC-2 CORPORATION, a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND INTERNATIONAL LLC, a Delaware limited liability company By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND PORTFOLIO SERVICES, INC., a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MRC RECEIVABLES CORPORATION, a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND INDIA LLC, a Minnesota limited liability company By: /s/ Xxxxxx Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx Xxxxxx X. Xxxxx, Xx. Title: Treasurer AMERICAN COMMERCIAL INSULATIONAssistant Secretary [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. SCHEDULE A PURCHASER SCHEDULE Purchaser Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Name in Which Notes are to be Registered THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Note Registration Numbers; Original Principal Amounts [*] Payment on Account of Notes Method: Federal Funds Wire Transfer Account Information: [*] Account No.: [*] Account No.: [*] Re: (See “Accompanying information” below) Accompanying Information Name of Company: Description of Security: PPN: 292554 A*3 Encore Capital Group, LLCInc. 7.75% Senior Secured Notes due 2017 Name of Company: Description of Security: PPN: 292554 A@1 Encore Capital Group, a Delaware limited liability company Inc. 7.375% Senior Secured Notes due 2018 Each such wire transfer shall also set forth the due date and application (as among principal, interest, Make-Whole Amount, if any) of the payment being made. Address for Notices Related to Payments The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attn: Manager, Billings and Collections with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Purchaser Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Title: Treasurer BUILDER PROCUREMENT SERVICESVice President Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, LLCXxxxx 0000 Xxx Xxxxxxxxx, a Delaware limited liability company ByXX 00000-4180 Attn: /s/ Xxxxxx Xxxxxx Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 Purchaser Name PRUCO LIFE INSURANCE COMPANY Name in Which Notes are to be Registered PRUCO LIFE INSURANCE COMPANY Note Registration Numbers; Principal Amounts [*] Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] ABA No.: [*] Account No.: [*] Account Name: Xxxxxx Xxxxxx Title[*] Re: Treasurer BUILDER SERVICES GROUP(see “Accompanying Information” below) Accompanying Information Name of Company: Encore Capital Group, INC.Inc. Description of Security: 7.75% Senior Secured Notes due 2017 PPN: 292554 A*3 Each such wire transfer shall also set forth the due date and application (as among principal, a Florida corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer Amended interest, and Restated Security and Pledge Agreement SERVICE PARTNERSMake-Whole Amount, LLC, a Virginia limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer SUPERIOR CONTRACTING CORPORATION, a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer TOPBUILD HOME SERVICES, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer TOPBUILD SUPPORT SERVICES, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer VIKING INSULATION, LLC, a California limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer Amended and Restated Security and Pledge Agreement Accepted and agreed to as if any) of the date first above writtenpayment being made. BANK OF AMERICAAddress for Notices Related to Payments Pruco Life Insurance Company c/o The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, N.A.10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, as Administrative Agent ByXX 00000-0000 Attn: /s/ Xxxx X. Xxxxxxx NameManager, Billings and Collections with telephonic prepayment notices to: Xxxx X. Xxxxxxx TitleManager, Trade Management Group Tel: VP Amended and Restated Security and Pledge Agreement EXHIBIT A [FORM OF] IRREVOCABLE STOCK POWER FOR VALUE RECEIVED(000) 000-0000 Fax: (000) 000-0000 Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, the undersigned hereby sellsXxxxx 0000 Xxx Xxxxxxxxx, assigns and transfers to __________________ the following Equity Interests of [___________], a [_________] [corporation] [limited liability company]Xxxxxxxxxx 00000-4180 Attn: No. of SharesCertificate No. and irrevocably appoints __________________________________ its agent and attorneyManaging Director Fax: 000-in000-fact to transfer all or any part of such Equity Interests and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him. ______________________________ 0000 Other Instructions PRUCO LIFE INSURANCE COMPANY By: Name: Title: EXHIBIT B Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 [FORM OF*] NOTICE OF GRANT OF SECURITY INTEREST IN COPYRIGHTS [United States Copyright Office] [Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised The asterisk denotes that pursuant confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Amended Securities and Restated Security Exchange Commission. Purchaser Name PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY Name in Which Notes are to be Registered PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY Note Registration Numbers; Principal Amounts [*] Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] ABA No.: [*] Account No.: [*] Account No.: [*] Re: (See “Accompanying information” below) Accompanying Information Name of Company: Description of Security: PPN: 292554 A*3 Encore Capital Group, Inc. 7.75% Senior Secured Notes due 2017 Name of Company: Description of Security: PPN: 292554 A@1 Encore Capital Group, Inc. 7.375% Senior Secured Notes due 2018 Each such wire transfer shall also set forth the due date and Pledge Agreement dated as of March 20, 2020 application (as amendedamong principal, modifiedinterest, extendedMake-Whole Amount, restatedif any) of the payment being made. Address for Notices Related to Payments Prudential Retirement Insurance and Annuity Company c/o Prudential Investment Management, renewedInc. Private Placement Trade Management PRIAC Administration Gateway Center Four, replaced7th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, or supplemented from time to timeXX 00000 with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank Securities Exchange Act of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the copyrights and copyright applications shown on Schedule 1 attached hereto 1934. The confidential portions have been submitted separately to the Administrative Agent Securities and Exchange Commission. Address for the ratable benefit of the Secured Parties. Capitalized terms used herein All Other Notices Prudential Retirement Insurance and not otherwise defined shall have the meanings ascribed thereto in the Agreement. The undersigned Grantor and the Administrative AgentAnnuity Company c/o Prudential Capital Group Four Embarcadero Center, on behalf of the Secured PartiesXxxxx 0000 Xxx Xxxxxxxxx, hereby acknowledge and agree that the security interest in the copyrights and copyright applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any copyright or copyright application. Very truly yoursXxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, [GRANTOR] Inc., investment manager By: Name: Title: Acknowledged and AcceptedInstructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: BANK OF AMERICAXxxxx X. Xxxxx, N.A., as Administrative Agent By: Esq. Tax Identification Number 00-0000000 Purchaser Name PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION Note Registration Number; Principal Amount [*] Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] ABA # [*] Acct. # [*] Acct Name: Title[*] Re: EXHIBIT C (See “Accompanying Information” below) Accompanying Information Name of Obligors: Description of Security: PPN: Encore Capital Group, Inc. 7.75% Senior Secured Notes due 2017 292554 A*3 Due date and application (as among principal, Make-Whole Amount and interest) of the payment being made. Address for Notices Related to Payments The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attention: Manager, Billings and Collections Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Managing Director Fax: 000-000-0000 Recipient of telephonic prepayment notices Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Instructions re Delivery of Notes Send physical security by nationwide overnight delivery service to: Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 [FORM OF*] NOTICE OF GRANT OF SECURITY INTEREST IN PATENTS [United States Patent and Trademark Office] [Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised The asterisk denotes that pursuant confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Amended Securities and Restated Security and Pledge Agreement dated as of March 20, 2020 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the patents and patent applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured PartiesExchange Commission. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the patents and patent applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any patent or patent application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: EXHIBIT D [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS [United States Patent and Trademark Office] [Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of March 20, 2020 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the trademarks and trademark applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the trademarks and trademark applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any trademark or trademark application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: Exhibit DSCHEDULE B

Amendment and Restatement; No Novation. This Agreement constitutes an amendment amends and restatement of the Existing Security Agreementrestates, but does not extinguish and is effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any obligations owing to the Lenders or the Administrative Agent under the Existing Security Agreement or an accord and satisfaction of, the Existing Credit Agreement, and any Indebtedness outstanding thereunder shall be deemed to be advanced and outstanding under this Agreement. On the Closing DateNothing in this Agreement shall be deemed to release or otherwise adversely affect any Lien, each of the mortgage or security interests granted interest securing any Indebtedness outstanding under the Existing Security AgreementCredit Agreement or any rights of Agent or any Lender against any Borrower, guarantor, surety or other party primarily or secondarily liable for such Indebtedness. Each Borrower hereby acknowledges and agrees that all Liens securing the “Obligations” under, and as perfected pursuant defined in, the Existing Credit Agreement are hereby ratified, renewed, and extended to secure the terms thereof, shall remain and continue Obligations (as amended, supplemented, modified and restated by the terms of defined in this Agreement) in full force and effect with respect to the Secured Obligations). [Signatures on following pages.] Each of the parties hereto has caused a counterpart of signed this Agreement to be duly executed and delivered as of the date day and year first above written. GRANTORS:TOPBUILD EMPEIRIA ACQUISITION CORP., as Borrowing Agent and as a Delaware corporation Borrower By: /s/ Xxxxxx Xxxxxx Xxxxxxx Xxxx Name: Xxxxxx Xxxxxx Xxxxxxx Xxxx Title: Treasurer ADO PRODUCTSChief Financial Officer INTEGRATED DRILLING EQUIPMENT, LLC, a Minnesota limited liability company LLC as Borrower By: /s/ Xxxxxx Xxxxxx Xxxxxxx Xxxx Name: Xxxxxx Xxxxxx Xxxxxxx Xxxx Title: Treasurer AMERICAN COMMERCIAL INSULATIONChief Financial Officer INTEGRATED DRILLING EQUIPMENT COMPANY HOLDINGS, LLC, LLC as a Delaware limited liability company Borrower By: /s/ Xxxxxx Xxxxxx Xxxxxxx Xxxx Name: Xxxxxx Xxxxxx Xxxxxxx Xxxx Title: Treasurer BUILDER PROCUREMENT SERVICESChief Financial Officer Signature Page to Revolving Credit and Security Agreement PNC BANK, LLC, a Delaware limited liability company NATIONAL ASSOCIATION as Agent and as Lender By: /s/ Xxx X. Xxxxxx Xxx X. Xxxxxx NameVice President 0000 Xxxx Xxxxxx, Suite 1850 Dallas, Texas 75201 Commitment Percentage: Xxxxxx Xxxxxx Title: Treasurer BUILDER SERVICES GROUP, INC., a Florida corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer Amended 100% Signature Page to Revolving Credit and Restated Security and Pledge Agreement SERVICE PARTNERS, LLC, a Virginia limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer SUPERIOR CONTRACTING CORPORATION, a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer TOPBUILD HOME SERVICES, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer TOPBUILD SUPPORT SERVICES, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer VIKING INSULATION, LLC, a California limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer Amended and Restated Security and Pledge Agreement Accepted and agreed to as of the date first above written. BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: VP Amended and Restated Security and Pledge Agreement EXHIBIT 1.2-A [FORM OF] IRREVOCABLE STOCK POWER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to __________________ the following Equity Interests of [___________], a [_________] [corporation] [limited liability company]: BORROWING BASE CERTIFICATE Report No. of SharesCertificate NoCOLLATERAL STATUS BILLED AR UNBILLED AR TOTAL AR IEC PARTS INV. and irrevocably appoints __________________________________ its agent and attorney-in-fact to transfer all or any part of such Equity Interests and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him. ______________________________ By: Name: Title: EXHIBIT B [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN COPYRIGHTS [United States Copyright Office] [Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of March 20, 2020 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the copyrights and copyright applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the copyrights and copyright applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any copyright or copyright application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: EXHIBIT C [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN PATENTS [United States Patent and Trademark Office] [Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of March 20, 2020 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the patents and patent applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the patents and patent applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any patent or patent application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: EXHIBIT D [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS [United States Patent and Trademark Office] [Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of March 20, 2020 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the trademarks and trademark applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the trademarks and trademark applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any trademark or trademark application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: Exhibit DARS WIP IEC WIP IDE WIP – SPEC RIGS TOTAL – INVENTORY TOTAL

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Existing Security Credit Agreement, and is effective from and after the Closing Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Security Credit Agreement based on facts or events occurring or existing prior to the Existing Credit execution and delivery of this Agreement. On the Closing Effective Date, each of the security interests granted outstanding loans and other obligations described in the Existing Credit Agreement shall be modified and extended by the credit facilities described herein (including all “Commitments” under the Existing Security AgreementCredit Agreement being restated in their entirety), and all loans and other obligations of the Borrowers outstanding as perfected pursuant of such date under the Existing Credit Agreement shall be deemed to be loans and obligations outstanding under the terms thereofcorresponding facilities described herein, without any further action by any Person, except that the applicable Administrative Agent shall remain and continue (make such transfers of funds as amendedare necessary in order that the outstanding balance of such Advances, supplementedtogether with any Advances funded on the Effective Date, modified and restated by reflect the terms respective Commitments of the Lenders hereunder. [Remainder of this Agreement) in full force and effect with respect to the Secured Obligationspage intentionally left blank. Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered Signature pages follow.] EXECUTED as of the date first above written. GRANTORS:TOPBUILD CORP.US BORROWER NINE ENERGY SERVICE, a Delaware corporation INC. By: /s/ Xxx Xxx Name: Xxx Xxx Title: Vice President CANADIAN BORROWER NINE ENERGY CANADA, INC. By: /s/ Xxx Xxx Name: Xxx Xxx Title: Chief Financial Officer US ADMINISTRATIVE AGENT HSBC BANK USA, N.A. By: /s/ Xxxxxx Xxxxxxx Name: XXXXXX XXXXXXX Title: VICE PRESIDENT US ISSUING BANK AND A US LENDER HSBC BANK USA, N.A. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxxx Xxxxx X. Xxxxxx Title: Treasurer ADO PRODUCTS, LLC, a Minnesota limited liability company Vice President CANADIAN ADMINISTRATIVE AGENT HSBC BANK CANADA By: /s/ Xxxxxx Xxxxxx Xxxx Xxxxxxxxx Name: Xxxxxx Xxxxxx Xxxx Xxxxxxxxx Title: Treasurer AMERICAN COMMERCIAL INSULATION, LLC, a Delaware limited liability company Senior Account Manager Energy Financing By: /s/ Xxxxxx Xxxxxx Xxxx Xxxxxxx Name: Xxxxxx Xxxxxx Xxxx Xxxxxxx Title: Treasurer BUILDER PROCUREMENT SERVICES, LLC, a Delaware limited liability company Assistant Vice President Energy Financing CANADIAN ISSUING LENDER AND A LENDER HSBC BANK CANADA By: /s/ Xxxxxx Xxxxxx Xxxx Xxxxxxxxx Name: Xxxxxx Xxxxxx Xxxx Xxxxxxxxx Title: Treasurer BUILDER SERVICES GROUP, INC., a Florida corporation Senior Account Manager Energy Financing By: /s/ Xxxxxx Xxxxxx Xxxx Xxxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer Amended and Restated Security and Pledge Agreement SERVICE PARTNERSXxxx Xxxxxxx Title Assistant Vice President Energy Financing SYNDICATION AGENT, LLCSWINGLINE BANK AND A LENDER XXXXX FARGO BANK, a Virginia limited liability company NATIONAL ASSOCIATION By: /s/ Xxxxxx Xxxxxx Xxxxxxxx Xxxx Name: Xxxxxx Xxxxxx Xxxxxxxx Xxxx Title: Treasurer SUPERIOR CONTRACTING CORPORATIONPortfolio Manager – Vice President LENDER AMEGY BANK, a Delaware corporation N.A. By: /s/ Xxxxxx Xxxxxx G. Xxxxx Xxxxxxx Name: Xxxxxx Xxxxxx G. Xxxxx Xxxxxxx Title: Treasurer TOPBUILD HOME SERVICESSenior Vice President LENDER JPMORGAN CHASE BANK, INC., a Delaware corporation N.A. By: /s/ Xxxxxx Xxxxxx Xxxxxxxxx Xxxxxxx Name: Xxxxxx Xxxxxx Xxxxxxxxx Xxxxxxx Title: Treasurer TOPBUILD SUPPORT SERVICES, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer VIKING INSULATION, LLC, a California limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer Amended and Restated Security and Pledge Agreement Accepted and agreed to as of the date first above written. Authorized Officer LENDER BANK OF AMERICA, N.A., as Administrative Agent N.A. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President LENDER IBERIA BANK By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Vice President LENDER THE BANK OF NOVA SCOTIA By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: VP Amended and Restated Security and Pledge Agreement Director LENDER REGIONS BANK By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Vice President EXHIBIT A [FORM OF] IRREVOCABLE STOCK POWER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to __________________ the following Equity Interests of [___________], a [_________] [corporation] [limited liability company]: No. of SharesCertificate No. and irrevocably appoints __________________________________ its agent and attorney-in-fact to transfer all or any part of such Equity Interests and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him. ______________________________ By: Name: Title: EXHIBIT B [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN COPYRIGHTS [United States Copyright Office] [Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of March 20, 2020 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the copyrights and copyright applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the copyrights and copyright applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any copyright or copyright application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: EXHIBIT C [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN PATENTS [United States Patent and Trademark Office] [Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of March 20, 2020 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the patents and patent applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the patents and patent applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any patent or patent application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: EXHIBIT D [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS [United States Patent and Trademark Office] [Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of March 20, 2020 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the trademarks and trademark applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the trademarks and trademark applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any trademark or trademark application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: Exhibit D

Amendment and Restatement; No Novation. This Agreement constitutes an amendment amends, restates and restatement replaces the Original Agreement, but does not extinguish the obligations for the payment of money outstanding under the Original Agreement or otherwise discharge or release the Borrowers from their obligations (including the Obligations, as defined in the Original Agreement) arising thereunder, Administrative Agent’s Liens created thereby or the priority of any mortgage, pledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the Existing Security Agreement, and is effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any obligations owing to the Lenders or the Administrative Agent outstanding under the Existing Security Original Agreement or instruments securing the Existing Credit Agreement. On the Closing Datesame, each of the security interests granted under the Existing Security Agreement, as perfected pursuant to the terms thereof, which shall remain and continue (as amended, supplemented, modified and restated by the terms of this Agreement) in full force and effect with respect to the Secured Obligationseffect, except as expressly modified hereby or by instruments executed concurrently herewith. Each of the parties hereto has caused a counterpart of signed this Agreement to be duly executed and delivered as of the date day and year first above written. GRANTORS:TOPBUILD CORP., a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer ADO PRODUCTS, LLC, a Minnesota limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer AMERICAN COMMERCIAL INSULATION, LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer BUILDER PROCUREMENT SERVICES, LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer BUILDER SERVICES GROUPASV HOLDINGS, INC., a Florida corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer Amended and Restated Security and Pledge Agreement SERVICE PARTNERS, LLC, a Virginia limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer SUPERIOR CONTRACTING CORPORATION, a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer TOPBUILD HOME SERVICES, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer TOPBUILD SUPPORT SERVICES, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer VIKING INSULATION, LLC, a California limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer Amended and Restated Security and Pledge Agreement Accepted and agreed to as of the date first above written. BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxx X. By:_/s/ Xxxxxxx Name: Xxxx X. Xxxxxxx Title: VP Amended and Restated Security and Pledge Agreement EXHIBIT A [FORM OF] IRREVOCABLE STOCK POWER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to How__________ Name:Xxxxxxx How Title:Secretary PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, a Revolving Lender and a Term Loan Lender By:_/s/ Xxxxx Clifton__________ Name:Xxxxx Xxxxxxx Title:Senior Vice President Revolving Commitment Percentage: 100% Revolving Commitment Amount $35,000,000 Term Loan Commitment Percentage: 33.33 % Term Loan Commitment Amount: $5,000,000 STEEL CITY CAPITAL FUNDING, a division of PNC Bank, National Association, as a Term Loan Lender By:_/s/ Xxxxx Xu_____________ the following Equity Interests of [___________], a [_________] [corporation] [limited liability company]Name:Xxxxx Xx Title:Vice President Term Loan Commitment Percentage: No. of SharesCertificate No. and irrevocably appoints __________________________________ its agent and attorney-in-fact to transfer all or any part of such Equity Interests and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him. ______________________________ By66.66% Term Loan Commitment Amount: Name: Title: EXHIBIT B [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN COPYRIGHTS [United States Copyright Office] [Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of March 20, 2020 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the copyrights and copyright applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the copyrights and copyright applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any copyright or copyright application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: EXHIBIT C [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN PATENTS [United States Patent and Trademark Office] [Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of March 20, 2020 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the patents and patent applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the patents and patent applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any patent or patent application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: EXHIBIT D [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS [United States Patent and Trademark Office] [Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of March 20, 2020 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the trademarks and trademark applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the trademarks and trademark applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any trademark or trademark application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: Exhibit D$10,000,000

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 Security Guaranty Agreement, ; and that this Guaranty is effective from entitled to all rights and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any obligations owing benefits originally pertaining to the Lenders or the Administrative Agent under the Existing Security Agreement or the Existing Credit Guaranty Agreement. On the Closing Date[SIGNATURE PAGE – SECOND AMENDED AND RESTATED CONTINUING AGREEMENT OF GUARANTY AND SURETYSHIP] IN WITNESS WHEREOF, each of the security interests granted under the Existing Security Agreement, as perfected pursuant to the terms thereof, shall remain and continue (as amended, supplemented, modified and restated by the terms of this Agreement) in full force and effect with respect to the Secured Obligations. Each of the parties hereto has caused a counterpart of this Agreement Guarantor intending to be duly legally bound, has executed and delivered this Guaranty as of the date first above writtenwritten with the intention that this Guaranty shall constitute a sealed instrument. GRANTORS:TOPBUILD CORP., a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer ADO PRODUCTS, LLC, a Minnesota limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer AMERICAN COMMERCIAL INSULATIONGLATFELTER HOLDINGS, LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer BUILDER PROCUREMENT SERVICESEXHIBIT 1.1(R) FORM OF [AMENDED AND RESTATED] REVOLVING CREDIT NOTE $______________. ____________, LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer BUILDER SERVICES GROUP, INC., a Florida corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer Amended and Restated Security and Pledge Agreement SERVICE PARTNERS, LLC, a Virginia limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer SUPERIOR CONTRACTING CORPORATION, a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer TOPBUILD HOME SERVICES, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer TOPBUILD SUPPORT SERVICES, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer VIKING INSULATION, LLC, a California limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer Amended and Restated Security and Pledge Agreement Accepted and agreed to as of the date first above written. BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: VP Amended and Restated Security and Pledge Agreement EXHIBIT A [FORM OF] IRREVOCABLE STOCK POWER ______ FOR VALUE RECEIVED, the undersigned undersigned, P. H. GLATFELTER COMPANY, a Pennsylvania corporation, and the other Borrowers signatory hereto (collectively, the "Borrowers"), jointly and severally, hereby sells, assigns and transfers promise to pay to the order of _________________________________ (the following Equity Interests "Lender"), the lesser of [___________], a [_________] [corporation] [limited liability company]: No. (i) the principal sum of SharesCertificate No. and irrevocably appoints __________________________________ its agent ________and attorney-in-fact to transfer all or any part of such Equity Interests and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him. ___/100 Dollars (US$____________.__________________ By: Name: Title: EXHIBIT B [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN COPYRIGHTS [United States Copyright Office] [Canadian Intellectual Property Office] Ladies ), and Gentlemen: Please be advised that (ii) the aggregate unpaid principal balance of all Revolving Credit Loans made by the Lender to the Borrowers pursuant to Section 2.1.1 of the Third Amended and Restated Security and Pledge Agreement Credit Agreement, dated as of March 20February 8, 2020 2019, among the Borrowers, the Guarantors now or hereafter party thereto, the Lenders now or hereafter party thereto, and PNC Bank, National Association, as Administrative Agent (hereinafter referred to in such capacity as the "Administrative Agent") (as amended, modified, extended, restated, renewed, replacedmodified, or supplemented from time to time, the “"Credit Agreement”) "), payable by and among 11:00 a.m. on the Grantors party thereto (each an “Grantor” and collectivelyExpiration Date. The Borrowers shall pay, together with interest the unpaid principal balance hereof from time to time outstanding from the date hereof at the rate or rates per annum specified by the Borrowers pursuant to, or as otherwise provided in, the “Grantors”Credit Agreement. Subject to the provisions of the Credit Agreement, interest on this [Amended and Restated] Revolving Credit Note (this "Note") will be payable pursuant to Section 4.3 of, or as otherwise provided in, the Credit Agreement. If any payment or action to be made or taken hereunder shall be stated to be or become due on a day which is not a Business Day, such payment or action shall be made or taken on the next following Business Day, unless otherwise provided in the Credit Agreement, and Bank such extension of Americatime shall be included in computing interest or fees, N.A.if any, as administrative agent (in connection with such payment or action. Upon the “occurrence and during the continuation of an Event of Default and at the Administrative Agent”) for 's discretion or upon written demand by the Secured Parties referenced thereinRequired Lenders, the undersigned Grantor 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 granted a continuing security been entered. Subject to the provisions of the Credit Agreement, payments of both principal and interest in and continuing lien upon shall be made without setoff, counterclaim, or other deduction of any nature at the copyrights and copyright applications shown on Schedule 1 attached hereto to office of the Administrative Agent for the ratable benefit of the Secured Parties. Capitalized terms used herein and not located at PNC Firstside Center, 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000, Attention: [__], [__], unless otherwise defined shall have the meanings ascribed thereto directed in the Agreement. The undersigned Grantor and writing by the Administrative Agent, on behalf in lawful money of the Secured PartiesUnited States of America or, hereby acknowledge and agree that the security interest in the copyrights case of any Revolving Credit Loans made in an Optional Currency, in the applicable Optional Currency, in each case in immediately available funds. Exhibit 1.1(R) 1 This Note is one of the Notes referred to in, and copyright applications is subject to the provisions (including, but not limited to, the limitations set forth in Section 10.18 of the Credit Agreement if applicable), and is entitled to the benefits of, the Credit Agreement and other Loan Documents, including the representations, warranties, covenants, conditions, security interests, and Liens contained or granted therein. The Credit Agreement among other things contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayment, in certain circumstances, on Schedule 1 (a) may only account of principal hereof prior to maturity upon the terms and conditions therein specified. Except as expressly set forth in the Credit Agreement, the Borrowers waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note and the Credit Agreement. This Note shall bind the Borrowers and their respective successors and assigns, and the benefits hereof shall inure to the benefit of the Lender and its successors and assigns. All references herein to the "Borrowers" and the "Lender" shall be terminated deemed to apply to the Borrowers and the Lender, respectively, and their respective successors and assigns as permitted under the Credit Agreement. This Note and any other documents delivered in connection herewith and the rights and obligations of the parties hereto and thereto shall for all purposes be governed by and construed and enforced in accordance with the terms laws of the Agreement and (b) is not to be construed as an assignment State of any copyright or copyright applicationNew York. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: EXHIBIT C [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN PATENTS [United States Patent and Trademark Office] [Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of March 20, 2020 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the patents and patent applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. Capitalized All capitalized terms used herein and not shall, unless otherwise defined shall herein, have the same meanings ascribed thereto given to such terms in the Agreement. The undersigned Grantor Credit Agreement and the Administrative Agent, on behalf Section 1.2 of the Secured PartiesCredit Agreement shall apply to this Note. [This Note amends and restates that certain Revolving Credit Note, hereby acknowledge and agree that the security interest dated March 12, 2015, in the patents and patent applications set forth on Schedule 1 (a) may only be terminated in accordance with original principal amount of $[__] payable to the terms order of the Agreement and Lender (b) is not to be construed as an assignment of any patent or patent applicationthe "Existing Note"). Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: EXHIBIT D [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS [United States Patent and Trademark Office] [Canadian Intellectual Property OfficeSIGNATURE PAGE - [AMENDED AND RESTATED] Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of March 20, 2020 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the trademarks and trademark applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the trademarks and trademark applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any trademark or trademark application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: Exhibit DREVOLVING CREDIT NOTE]

Amendment and Restatement; No Novation. This Agreement constitutes an is not intended to be, and shall not be construed to create, a novation or accord and satisfaction, and, except as otherwise provided herein, the Prior Agreement or the Original Agreement, as applicable, in each case as amended or otherwise modified from time to time prior to the effectiveness of the amendment and restatement of the Existing Security Agreement, and is effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any obligations owing to the Lenders or the Administrative Agent under the Existing Security Agreement or the Existing Credit Agreement. On the Closing Date, each of the security interests granted under the Existing Security Agreement, as perfected pursuant to the terms thereofprovided hereby, shall remain and continue (as amended, supplemented, modified and restated by the terms of this Agreement) in full force and effect with respect to breaches of representations and warranties or breaches of obligations which may have occurred prior to the Secured Obligations. Each effectiveness of the parties hereto has caused amendment and restatement provided hereby. * * * * * If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to be duly executed the Company, whereupon this Agreement shall become a binding agreement between you and delivered the Company. Very truly yours, ENCORE CAPITAL GROUP, INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Executive Vice President, Chief Financial Officer, and Treasurer The foregoing is hereby agreed to as of the date first above writtenthereof. GRANTORS:TOPBUILD CORP., a Delaware corporation THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer ADO PRODUCTS, LLC, a Minnesota limited liability company Xxxxx Xxxxxxxxxx Vice President PRUCO LIFE INSURANCE COMPANY By: /s/ Xxxxxx Xxxxxx NameXxxxx Xxxxxxxxxx Assistant Vice President PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Xxxxxx Xxxxxx TitlePrudential Investment Management, Inc., investment manager By: Treasurer AMERICAN COMMERCIAL INSULATION/s/ Xxxxx Xxxxxxxxxx Vice President PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION By: Prudential Investment Management, Inc., investment manager By: /s/ Xxxxx Xxxxxxxxxx Vice President Each of the undersigned Guarantors consents to the amendments effected in this Second Amended and Restated Senior Secured Note Purchase Agreement and the transactions contemplated hereby, reaffirms its obligations under the Multiparty Guaranty and its waivers, as set forth in the Multiparty Guaranty, of each and every one of the possible defenses to such obligations. In addition, the undersigned Guarantor reaffirms that its obligations under the Multiparty Guaranty are separate and distinct from the Company’s obligations. PROPEL ACQUISITION LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxx Xxxx Xxxxxxxx Name: Xxxxxx Xxxxxx Xxxx Xxxxxxxx Title: Executive Vice President, Chief Financial Officer, and Treasurer BUILDER PROCUREMENT SERVICESMIDLAND CREDIT MANAGEMENT, INC., a Kansas corporation By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Executive Vice President, Chief Financial Officer, and Treasurer MIDLAND FUNDING LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxx Xxxx Xxxxxxxx Name: Xxxxxx Xxxxxx Xxxx Xxxxxxxx Title: Treasurer BUILDER SERVICES GROUP, INC., a Florida corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer Amended and Restated Security and Pledge Agreement SERVICE PARTNERS, LLC, a Virginia limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer SUPERIOR CONTRACTING MIDLAND FUNDING NCC-2 CORPORATION, a Delaware corporation By: /s/ Xxxxxx Xxxxxx Xxxx Xxxxxxxx Name: Xxxxxx Xxxxxx Xxxx Xxxxxxxx Title: Treasurer TOPBUILD HOME MIDLAND INTERNATIONAL LLC, a Delaware limited liability company By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Treasurer MIDLAND PORTFOLIO SERVICES, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxx Xxxx Xxxxxxxx Name: Xxxxxx Xxxxxx Xxxx Xxxxxxxx Title: Treasurer TOPBUILD SUPPORT SERVICES, INC.MRC RECEIVABLES CORPORATION, a Delaware corporation By: /s/ Xxxxxx Xxxxxx Xxxx Xxxxxxxx Name: Xxxxxx Xxxxxx Xxxx Xxxxxxxx Title: Treasurer VIKING INSULATION, MIDLAND INDIA LLC, a California Minnesota limited liability company By: /s/ Xxxxxx Xxxx X. Xxxxxx Name: Xxxxxx Xxxx X. Xxxxxx Title: Treasurer Amended SCHEDULE A PURCHASER SCHEDULE Purchaser Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Name in Which Notes are to be Registered THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Note Registration Numbers; R-1 $20,000,000 Original Principal Amounts R-2 $ 9,750,000 RR-1 $14,000,000 Payment on Account of Notes Method: Federal Funds Wire Transfer Account Information: JPMorgan Chase Bank New York, NY ABA No.: 000-000-000 Account No.: P86288 (please do not use spaces) in the case of Note R-1 in the original principal amount of $20,000,000 Account No.: P86188 (please do not include spaces) in the case of Note R-2 in the original principal amount of $9,750,000 and Restated Security Note RR-1 in the original principal amount of $14,000,000 Re: (See “Accompanying Information” below) Accompanying Information Name of Company: Encore Capital Group, Inc. Description of Security: 7.75% Senior Secured Notes due 2017 PPN: 292554 A*3 Name of Company: Encore Capital Group, Inc. Description of Security: 7.375% Senior Secured Notes due 2018 PPN: 292554 A@1 Each such wire transfer shall also set forth the due date and Pledge Agreement Accepted and agreed to application (as among principal, interest, Make-Whole Amount, if any) of the date first above writtenpayment being made. BANK Address for Notices Related to The Prudential Insurance Company of America Payments c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Newark, NJ 07102-4077 Purchaser Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICAAMERICA Attn: Manager, N.A.Billings and Collections with telephonic prepayment notices to: Manager, as Administrative Agent Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Suite 2700 San Francisco, California 94111-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: VP Amended and Restated Security and Pledge Agreement EXHIBIT A [FORM OF] IRREVOCABLE STOCK POWER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to __________________ the following Equity Interests of [___________], a [_________] [corporation] [limited liability company]: No. of SharesCertificate No. and irrevocably appoints __________________________________ its agent Name: Title: Vice President Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Suite 2700 San Francisco, CA 94111-4180 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 Purchaser Name PRUCO LIFE INSURANCE COMPANY Name in Which Notes are to be Registered PRUCO LIFE INSURANCE COMPANY Note Registration Numbers; R-3 $9,300,000 Principal Amounts Payment on Account of Note Federal Funds Wire Transfer Method JPMorgan Chase Bank New York, NY Account Information ABA No.: 000-000-000 Account No.: P86192 (please do not include spaces) Account Name: Pruco Life Private Placement Re: (see “Accompanying Information” below) Accompanying Information Name of Company: Encore Capital Group, Inc. Description of Security: 7.75% Senior Secured Notes due 2017 PPN: 292554 A*3 Each such wire transfer shall also set forth the due date and attorneyapplication (as among principal, interest, and Make-inWhole Amount, if any) of the payment being made. Address for Notices Related to Payments Pruco Life Insurance Company c/o The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Newark, NJ 07102-fact to transfer all or any part 4077 Attn: Manager, Billings and Collections with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Address for All Other Notices The Prudential Insurance Company of such Equity Interests and to take all necessary and appropriate action to effect any such transfer. The agent and attorneyAmerica c/o Prudential Capital Group Four Embarcadero Center, Suite 2700 San Francisco, California 94111-in4180 Attn: Managing Director Fax: 000-fact may substitute and appoint one or more persons to act for him. _000-0000 Purchaser Name PRUCO LIFE INSURANCE COMPANY Other Instructions PRUCO LIFE INSURANCE COMPANY By: _____________________________ By: Name: Title: EXHIBIT B [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN COPYRIGHTS [United States Copyright Office] [Canadian Intellectual Property Office] Ladies Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Suite 2700 San Francisco, CA 94111-4180 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 Purchaser Name PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY Name in Which Notes are to be Registered PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY Note Registration Numbers; R-4 $ 6,950,000 Principal Amounts RR-2 $10,000,000 RR-3 $ 1,000,000 Payment on Account of Note Method Federal Funds Wire Transfer Account Information JPMorgan Chase Bank New York, NY ABA No.: 000-000-000 Account No.: P86329 (please do not include spaces) in the case of each of Note R-4 in the original principal amount of $6,950,000 and GentlemenNote RR-2 in the original principal amount of $10,000,000 Account No.: Please be advised that pursuant to P86345 (please do not include spaces) in the Amended case of Note RR-3 in the original principal amount of $1,000,000 Re: (See “Accompanying Information” below) Accompanying Information Name of Company: Encore Capital Group, Inc. Description of Security: 7.75% Senior Secured Notes due 2017 PPN: 292554 A*3 Name of Company: Encore Capital Group, Inc. Description of Security: 7.375% Senior Secured Notes due 2018 PPN: 292554 A@1 Each such wire transfer shall also set forth the due date and Restated Security and Pledge Agreement dated as of March 20, 2020 application (as amendedamong principal, modifiedinterest, extendedMake-Whole Amount, restated, renewed, replaced, or supplemented from time to time, the “Agreement”if any) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the copyrights and copyright applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Partiespayment being made. Capitalized terms used herein Purchaser Name PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY Address for Notices Related to Payments Prudential Retirement Insurance and not otherwise defined shall have the meanings ascribed thereto in the Agreement. The undersigned Grantor Annuity Company c/o Prudential Investment Management, Inc. Private Placement Trade Management PRIAC Administration Gateway Center Four, 7th Floor 000 Xxxxxxxx Xxxxxx Newark, NJ 07102 with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Address for All Other Notices Prudential Retirement Insurance and the Administrative AgentAnnuity Company c/o Prudential Capital Group Four Embarcadero Center, on behalf of the Secured PartiesSuite 2700 San Francisco, hereby acknowledge and agree that the security interest in the copyrights and copyright applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any copyright or copyright application. Very truly yours, [GRANTOR] California 94111-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., investment manager By: _____________________________ Name: Title: Acknowledged and AcceptedInstructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Suite 2700 San Francisco, CA 94111-4180 Attn: BANK OF AMERICAXxxxx X. Xxxxx, N.A.Esq. Tax Identification Number 00-0000000 Purchaser Name PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION Note Registration Number; R-5: $4,000,000 Principal Amount Payment on Account of Note Federal Funds Wire Transfer Method JPMorgan Chase Bank New York, as Administrative Agent By: NY Account Information ABA # 000-000-000 Acct. # P86259 (please do not include spaces) Acct Name: TitleAmerican Skandia Life - Private Placements Re: EXHIBIT C [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN PATENTS [United States Patent (See “Accompanying Information” below) Accompanying Information Name of Obligors: Encore Capital Group, Inc. Description of Security: 7.75% Senior Secured Notes due 2017 PPN: 292554 A*3 Due date and Trademark Office] [Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of March 20, 2020 application (as amendedamong principal, modifiedMake-Whole Amount and interest) of the payment being made. Address for Notices Related to Payments The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, extended10th Floor 000 Xxxxxxxx Xxxxxx Newark, restatedNJ 07102-4077 Attention: Manager, renewedBillings and Collections Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, replacedSuite 2700 San Francisco, or supplemented from time to timeCA 94111-4180 Attn: Managing Director Fax: 000-000-0000 Recipient of telephonic prepayment notices Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Purchaser Name PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION Instructions re Delivery of Notes Send physical security by nationwide overnight delivery service to: Prudential Capital Group Four Embarcadero Center, Suite 2700 San Francisco, CA 94111 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 SCHEDULE B DEFINED TERMS As used herein, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the patents and patent applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. Capitalized following terms used herein and not otherwise defined shall have the respective meanings ascribed thereto set forth below or set forth in the Agreement. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the patents and patent applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any patent or patent application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: EXHIBIT D [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS [United States Patent and Trademark Office] [Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of March 20, 2020 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the trademarks and trademark applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the trademarks and trademark applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any trademark or trademark application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: Exhibit DSection hereof following such term:

Amendment and Restatement; No Novation. This Agreement constitutes an is not intended to be, and shall not be construed to create, a novation or accord and satisfaction, and, except as otherwise provided herein, the Prior Agreement or the Original Agreement, as applicable, in each case as amended or otherwise modified from time to time prior to the effectiveness of the amendment and restatement of the Existing Security Agreement, and is effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any obligations owing to the Lenders or the Administrative Agent under the Existing Security Agreement or the Existing Credit Agreement. On the Closing Date, each of the security interests granted under the Existing Security Agreement, as perfected pursuant to the terms thereofprovided hereby, shall remain and continue (as amended, supplemented, modified and restated by the terms of this Agreement) in full force and effect with respect to breaches of representations and warranties or breaches of obligations which may have occurred prior to the Secured Obligations. Each effectiveness of the parties hereto has caused amendment and restatement provided hereby. * * * * * If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to be duly executed the Company, whereupon this Agreement shall become a binding agreement between you and delivered the Company. Very truly yours, ENCORE CAPITAL GROUP, INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Executive Vice President, Chief Financial Officer, and Treasurer The foregoing is hereby agreed to as of the date first above writtenthereof. GRANTORS:TOPBUILD CORP., a Delaware corporation THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer ADO PRODUCTS, LLC, a Minnesota limited liability company Xxxxx Xxxxxxxxxx Vice President PRUCO LIFE INSURANCE COMPANY By: /s/ Xxxxxx Xxxxxx NameXxxxx Xxxxxxxxxx Assistant Vice President PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Xxxxxx Xxxxxx TitlePrudential Investment Management, Inc., investment manager By: Treasurer AMERICAN COMMERCIAL INSULATION/s/ Xxxxx Xxxxxxxxxx Vice President PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION By: Prudential Investment Management, Inc., investment manager By: /s/ Xxxxx Xxxxxxxxxx Vice President Each of the undersigned Guarantors consents to the amendments effected in this Second Amended and Restated Senior Secured Note Purchase Agreement and the transactions contemplated hereby, reaffirms its obligations under the Multiparty Guaranty and its waivers, as set forth in the Multiparty Guaranty, of each and every one of the possible defenses to such obligations. In addition, the undersigned Guarantor reaffirms that its obligations under the Multiparty Guaranty are separate and distinct from the Company’s obligations. PROPEL ACQUISITION LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxx Xxxx Xxxxxxxx Name: Xxxxxx Xxxxxx Xxxx Xxxxxxxx Title: Executive Vice President, Chief Financial Officer, and Treasurer BUILDER PROCUREMENT SERVICESMIDLAND CREDIT MANAGEMENT, INC., a Kansas corporation By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Executive Vice President, Chief Financial Officer, and Treasurer MIDLAND FUNDING LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxx Xxxx Xxxxxxxx Name: Xxxxxx Xxxxxx Xxxx Xxxxxxxx Title: Treasurer BUILDER SERVICES GROUP, INC., a Florida corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer Amended and Restated Security and Pledge Agreement SERVICE PARTNERS, LLC, a Virginia limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer SUPERIOR CONTRACTING MIDLAND FUNDING NCC-2 CORPORATION, a Delaware corporation By: /s/ Xxxxxx Xxxxxx Xxxx Xxxxxxxx Name: Xxxxxx Xxxxxx Xxxx Xxxxxxxx Title: Treasurer TOPBUILD HOME 49 MIDLAND INTERNATIONAL LLC, a Delaware limited liability company By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Treasurer MIDLAND PORTFOLIO SERVICES, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxx Xxxx Xxxxxxxx Name: Xxxxxx Xxxxxx Xxxx Xxxxxxxx Title: Treasurer TOPBUILD SUPPORT SERVICES, INC.MRC RECEIVABLES CORPORATION, a Delaware corporation By: /s/ Xxxxxx Xxxxxx Xxxx Xxxxxxxx Name: Xxxxxx Xxxxxx Xxxx Xxxxxxxx Title: Treasurer VIKING INSULATION, MIDLAND INDIA LLC, a California Minnesota limited liability company By: /s/ Xxxxxx Xxxx X. Xxxxxx Name: Xxxxxx Xxxx X. Xxxxxx Title: Treasurer Amended SCHEDULE A PURCHASER SCHEDULE Purchaser Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Name in Which Notes are to be Registered THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Note Registration Numbers; Original Principal Amounts R-1 R-2 RR-1 $20,000,000 $9,750,000 $14,000,000 Payment on Account of Notes Method: Federal Funds Wire Transfer Account Information: JPMorgan Chase Bank New York, NY ABA No.: 000-000-000 Account No.: P86288 (please do not use spaces) in the case of Note R-1 in the original principal amount of $20,000,000 Account No.: P86188 (please do not include spaces) in the case of Note R-2 in the original principal amount of $9,750,000 and Restated Security Note RR-1 in the original principal amount of $14,000,000 Re: (See “Accompanying Information” below) Accompanying Information Name of Company: Description of Security: Encore Capital Group, Inc. 7.75% Senior Secured Notes due 2017 PPN: 292554 A*3 Name of Company: Description of Security: Encore Capital Group, Inc. 7.375% Senior Secured Notes due 2018 PPN: 292554 A@1 Each such wire transfer shall also set forth the due date and Pledge Agreement Accepted and agreed to application (as among principal, interest, Make-Whole Amount, if any) of the date first above writtenpayment being made. BANK Address for Notices Related to Payments The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Purchaser Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICAAMERICA Attn: Manager, N.A.Billings and Collections with telephonic prepayment notices to: Manager, as Administrative Agent ByTrade Management Group Tel: /s/ Xxxx X. Xxxxxxx Name(000) 000-0000 Fax: Xxxx X. Xxxxxxx Title(000) 000-0000 Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: VP Amended and Restated Security and Pledge Agreement EXHIBIT A [FORM OF] IRREVOCABLE STOCK POWER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to __________________ the following Equity Interests of [___________], a [_________] [corporation] [limited liability company]Managing Director Fax: No. of SharesCertificate No. and irrevocably appoints __________________________________ its agent and attorney000-in000-fact to transfer all or any part of such Equity Interests and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him. ______________________________ 0000 Other Instructions THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: Name: Title: EXHIBIT B [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN COPYRIGHTS [United States Copyright Office] [Canadian Intellectual Property Office] Ladies Vice President Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 Purchaser Name PRUCO LIFE INSURANCE COMPANY Name in Which Notes are to be Registered PRUCO LIFE INSURANCE COMPANY Note Registration Numbers; Principal Amounts R-3 $9,300,000 Payment on Account of Note Method Account Information Federal Funds Wire Transfer JPMorgan Chase Bank New York, NY ABA No.: 000-000-000 Account No.: P86192 (please do not include spaces) Account Name: Pruco Life Private Placement Re: (see “Accompanying Information” below) Accompanying Information Name of Company: Description of Security: Encore Capital Group, Inc. 7.75% Senior Secured Notes due 2017 PPN: 292554 A*3 Each such wire transfer shall also set forth the due date and Gentlemen: Please be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of March 20, 2020 application (as amendedamong principal, modifiedinterest, extendedand Make-Whole Amount, restated, renewed, replaced, or supplemented from time to time, the “Agreement”if any) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the copyrights and copyright applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Partiespayment being made. Capitalized terms used herein Address for Notices Related to Payments Pruco Life Insurance Company c/o The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attn: Manager, Billings and not otherwise defined shall have the meanings ascribed thereto in the Agreement. Collections with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Address for All Other Notices The undersigned Grantor and the Administrative AgentPrudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, on behalf of the Secured PartiesXxxxx 0000 Xxx Xxxxxxxxx, hereby acknowledge and agree that the security interest in the copyrights and copyright applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any copyright or copyright application. Very truly yours, [GRANTOR] Xxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 000-000-0000 Purchaser Name PRUCO LIFE INSURANCE COMPANY Other Instructions PRUCO LIFE INSURANCE COMPANY By: Name: Title: Acknowledged Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 Purchaser Name PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY Name in Which Notes are to be Registered PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY Note Registration Numbers; Principal Amounts R-4 RR-2 RR-3 $6,950,000 $10,000,000 $ 1,000,000 Payment on Account of Note Method Account Information Federal Funds Wire Transfer JPMorgan Chase Bank New York, NY ABA No.: 000-000-000 Account No.: P86329 (please do not include spaces) in the case of each of Note R-4 in the original principal amount of $6,950,000 and AcceptedNote RR-2 in the original principal amount of $10,000,000 Account No.: BANK OF AMERICAP86345 (please do not include spaces) in the case of Note RR-3 in the original principal amount of $1,000,000 Re: (See “Accompanying Information” below) Accompanying Information Name of Company: Description of Security: Encore Capital Group, N.A.Inc. 7.75% Senior Secured Notes due 2017 PPN: 292554 A*3 Name of Company: Description of Security: Encore Capital Group, Inc. 7.375% Senior Secured Notes due 2018 PPN: 292554 A@1 Each such wire transfer shall also set forth the due date and application (as Administrative Agent among principal, interest, Make-Whole Amount, if any) of the payment being made. Purchaser Name PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY Address for Notices Related to Payments Prudential Retirement Insurance and Annuity Company c/o Prudential Investment Management, Inc. Private Placement Trade Management PRIAC Administration Gateway Center Four, 7th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Address for All Other Notices Prudential Retirement Insurance and Annuity Company c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., investment manager By: Name: Title: EXHIBIT C [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN PATENTS [United States Patent Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 Purchaser Name PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION Note Registration Number; Principal Amount R-5: $4,000,000 Payment on Account of Note Method Account Information Federal Funds Wire Transfer JPMorgan Chase Bank New York, NY ABA # 000-000-000 Acct. # P86259 (please do not include spaces) Acct Name: American Skandia Life - Private Placements Re: (See “Accompanying Information” below) Accompanying Information Name of Obligors: Description of Security: Encore Capital Group, Inc. 7.75% Senior Secured Notes due 2017 PPN: 292554 A*3 Due date and Trademark Office] [Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of March 20, 2020 application (as amendedamong principal, modifiedMake-Whole Amount and interest) of the payment being made. Address for Notices Related to Payments The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, extended10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, restatedXX 00000-0000 Attention: Manager, renewedBillings and Collections Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, replacedXxxxx 0000 Xxx Xxxxxxxxx, or supplemented from time to timeXX 00000-4180 Attn: Managing Director Fax: 000-000-0000 Recipient of telephonic prepayment notices Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Purchaser Name PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION Instructions re Delivery of Notes Send physical security by nationwide overnight delivery service to: Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 SCHEDULE B DEFINED TERMS As used herein, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the patents and patent applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. Capitalized following terms used herein and not otherwise defined shall have the respective meanings ascribed thereto set forth below or set forth in the Agreement. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the patents and patent applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any patent or patent application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: EXHIBIT D [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS [United States Patent and Trademark Office] [Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of March 20, 2020 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the trademarks and trademark applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the trademarks and trademark applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any trademark or trademark application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: Exhibit DSection hereof following such term:

Amendment and Restatement; No Novation. This Agreement constitutes an is not intended to be, and shall not be construed to create, a novation or accord and satisfaction, and, except as otherwise provided herein, the 2013 Note Agreement, as amended or otherwise modified from time to time prior to the effectiveness of the amendment and restatement of the Existing Security Agreement, and is effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any obligations owing to the Lenders or the Administrative Agent under the Existing Security Agreement or the Existing Credit Agreement. On the Closing Date, each of the security interests granted under the Existing Security Agreement, as perfected pursuant to the terms thereofprovided hereby, shall remain and continue (as amended, supplemented, modified and restated by the terms of this Agreement) in full force and effect with respect to breaches of representations and warranties or breaches of obligations which may have occurred prior to the Secured Obligations. Each effectiveness of the parties hereto has caused amendment and restatement provided hereby. * * * * * If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to be duly executed the Company, whereupon this Agreement shall become a binding agreement between you and delivered the Company. Very truly yours,ENCORE CAPITAL GROUP, INC. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Chief Financial Officer The foregoing is hereby agreed to as of the date first above writtenthereof. GRANTORS:TOPBUILD CORP.THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as 2010 Notes Purchaser, a Delaware corporation 2011 Notes Purchaser and a 2017 Notes Purchaser By: /s/ Xxxx Xxxxxxxx Vice President PRUCO LIFE INSURANCE COMPANY, as a 2010 Notes Purchaser By: /s/ Xxxx Xxxxxxxx Assistant Vice President PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY, as a 2010 Notes Purchaser, a 2011 Notes Purchaser and a 2017 Notes Purchaser By: PGIM, Inc., as investment manager By: /s/ Xxxx Xxxxxxxx Vice President PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION, as a 2010 Notes Purchaser By: PGIM, Inc., as investment manager By: /s/ Xxxx Xxxxxxxx Vice President PAR U HARTFORD LIFE & ANNUITY COMFORT TRUST, as a 2017 Notes Purchaser By: Prudential Arizona Reinsurance Universal Company, as Grantor By: PGIM, Inc., as Investment Manager By: /s/ Xxxx Xxxxxxxx Vice President PICA HARTFORD LIFE & ANNUITY COMFORT TRUST, as a 2017 Notes Purchaser By: The Prudential Insurance Company of America, as Grantor By: /s/ Xxxx Xxxxxxxx Vice President PRUDENTIAL ARIZONA REINSURANCE TERM COMPANY, as a 2017 Notes Purchaser By: PGIM, Inc., as investment manager By: /s/ Xxxx Xxxxxxxx Vice President PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY, as a 2017 Notes Purchaser By: PGIM, Inc., as investment manager By: /s/ Xxxx Xxxxxxxx Vice President GUGGENHEIM FUNDS TRUST – GUGGENHEIM MACRO OPPORTUNITIES FUND, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC, as Investment Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director MIDLAND NATIONAL LIFE INSURANCE COMPANY, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUGGENHEIM PARTNERS OPPORTUNISTIC INVESTMENT GRADE SECURITIES MASTER FUND, LTD., as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC, as Investment Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SOUTH CAROLINA RETIREMENT SYSTEMS GROUP TRUST, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUGGENHEIM STRATEGIC OPPORTUNITIES FUND, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC, as Sub-Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SEI INSTITUTIONAL MANAGED TRUST – MULTI-ASSET INCOME FUND, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC, as Sub-Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILSHIRE INSTITUTIONAL MASTER FUND SPC - GUGGENHEIM ALPHA SEGREGATED PORTFOLIO, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC, as Sub-Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX REASSURANCE COMPANY, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX REASSURANCE LIFE COMPANY OF NEW YORK, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director 21st CENTURY FOX AMERICA, INC. MASTER TRUST, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director INTEL CORPORATION RETIREMENT PLANS MASTER TRUST, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director VERGER CAPITAL FUND LLC, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC, as Sub-Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director ALLSTATE LIFE INSURANCE COMPANY, as a 2017 Notes Purchaser By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Authorized Signatories ALLSTATE INSURANCE COMPANY, as a 2017 Notes Purchaser By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Authorized Signatories ATHENE ANNUITY & LIFE ASSURANCE COMPANY, as a 2017 Notes Purchaser By: Athene Asset Management, L.P., its investment adviser By: AAM GP Ltd., its general partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President, Fixed Income ATHENE ANNUITY AND LIFE COMPANY, as a 2017 Notes Purchaser By: Athene Asset Management, L.P., its investment adviser By: AAM GP Ltd., its general partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President, Fixed Income MINNESOTA LIFE INSURANCE COMPANYSECURIAN LIFE INSURANCE COMPANYAMERICAN REPUBLIC INSURANCE COMPANYas 2017 Notes Purchasers By: Advantus Capital Management, Inc. By: Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President Each of the undersigned Guarantors consents to the amendments effected in this Third Amended and Restated Senior Secured Note Purchase Agreement (including the sale and purchase of the 2017 Notes) and the transactions contemplated hereby, reaffirms its obligations under the Multiparty Guaranty and its waivers, as set forth in the Multiparty Guaranty, of each and every one of the possible defenses to such obligations. In addition, each undersigned Guarantor reaffirms that its obligations under the Multiparty Guaranty are separate and distinct from the Company’s obligations. Each of the Company and the undersigned Guarantors reaffirms the terms and conditions of the Pledge and Security Agreement and any other Transaction Document executed by it and acknowledges and agrees that each and every such Transaction Document executed by the Company or the undersigned remains in full force and effect and is hereby reaffirmed, ratified and confirmed. MIDLAND CREDIT MANAGEMENT, INC.MIDLAND INTERNATIONAL LLCMIDLAND PORTFOLIO SERVICES, INC.MIDLAND FUNDING LLCMRC RECEIVABLES CORPORATIONMIDLAND FUNDING NCC-2 CORPORATIONASSET ACCEPTANCE CAPITAL CORP.ASSET ACCEPTANCE, LLCATLANTIC CREDIT & FINANCE, INC. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Treasurer ADO PRODUCTS, LLC, a Minnesota limited liability company MIDLAND INDIA LLC By: /s/ Xxxxxx Xxxxxx Xxxxx Name: Xxxxxx Xxxxxx Xxxxx Title: Treasurer AMERICAN COMMERCIAL INSULATIONPresident ASSET ACCEPTANCE RECOVERY SERVICES, LLCLLCASSET ACCEPTANCE SOLUTIONS GROUP, a Delaware limited liability company LLCLEGAL RECOVERY SOLUTIONS, LLC By: /s/ Xxxxxx Xxxxxx Xxxxx Xxxxxxx Name: Xxxxxx Xxxxxx Xxxxx Xxxxxxx Title: Treasurer BUILDER PROCUREMENT SERVICESVice President, LLCOperations ATLANTIC CREDIT & FINANCE SPECIAL FINANCE UNIT, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer BUILDER SERVICES GROUPLLCATLANTIC CREDIT & FINANCE SPECIAL FINANCE UNIT III, INC., a Florida corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer Amended and Restated Security and Pledge Agreement SERVICE PARTNERS, LLC, a Virginia limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer SUPERIOR CONTRACTING CORPORATION, a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer TOPBUILD HOME SERVICES, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer TOPBUILD SUPPORT SERVICES, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer VIKING INSULATION, LLC, a California limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer Amended and Restated Security and Pledge Agreement Accepted and agreed to as of the date first above written. BANK OF AMERICA, N.A., as Administrative Agent ByLLCBy: /s/ Xxxx X. Xxxxxxx Xxxx Name: Xxxx X. Xxxxxxx Xxxx Title: VP Amended and Restated Security and Pledge Agreement EXHIBIT Secretary SCHEDULE A [FORM OF] IRREVOCABLE STOCK POWER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to __________________ the following Equity Interests PURCHASER SCHEDULE – 2017 NOTES (Attached) Aggregate PrincipalAmount of [___________], a [_________] [corporation] [limited liability company]: No. of SharesCertificate No. and irrevocably appoints __________________________________ its agent and attorney-in-fact to transfer all or any part of such Equity Interests and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him. ______________________________ By: Name: Title: EXHIBIT B [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN COPYRIGHTS [United States Copyright Office] [Canadian Intellectual Property Office] Ladies and Gentlemen: Please Notesto be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of March 20, 2020 Purchased (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”USD) by and among the Grantors party thereto NoteDenomination(s) (each an “Grantor” and collectively, the “Grantors”USD) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the copyrights and copyright applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the copyrights and copyright applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any copyright or copyright application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: EXHIBIT C [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN PATENTS [United States Patent and Trademark Office] [Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of March 20, 2020 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the patents and patent applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the patents and patent applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any patent or patent application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: EXHIBIT D [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS [United States Patent and Trademark Office] [Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of March 20, 2020 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the trademarks and trademark applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the trademarks and trademark applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any trademark or trademark application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: Exhibit DPAR U HARTFORD LIFE & ANNUITY COMFORT TRUST 10,700,000.00 10,700,000.00

Amendment and Restatement; No Novation. This Agreement constitutes shall become effective as of the date hereof, and supersede all provisions of the Prior Credit Agreement as of such date, upon the execution of this Agreement by each of the parties hereto and fulfillment of the conditions precedent contained in Section 7.2. This Agreement shall constitute for all purposes an amendment and restatement of the Existing Security Agreement, Prior Credit Agreement and is effective from not a new agreement and after all obligations outstanding under the Closing Date. The execution Prior Credit Agreement shall continue to be outstanding hereunder and delivery of this Agreement shall not constitute a novation of any the indebtedness or other obligations owing to the Lenders or the Administrative Agent outstanding under the Existing Security Agreement or the Existing Prior Credit Agreement. On Upon the Closing Date, each satisfaction of the security interests granted conditions precedent set forth in Section 7.2, all loans outstanding under the Existing Security Agreement, as perfected pursuant to the terms thereof, Prior Credit Agreement shall remain and continue (outstanding as amended, supplemented, modified and restated by the terms initial Borrowing of Revolving Loans under this Agreement) in full force . This Second Amended and effect with respect to Restated Credit Agreement is entered into between us for the Secured Obligations. Each of the parties hereto has caused a counterpart of this Agreement to be duly executed uses and delivered purposes hereinabove set forth as of the date first above written. GRANTORS:TOPBUILD CORP.“BORROWER” LTC PROPERTIES, INC. By /s/ Xxxxx Xxxxxxx Name Xxxxx Xxxxxxx Title Chairman, CEO & President By /s/ Xxxxxx Xxxxxxx-Xxxxxxx Name Xxxxxx Xxxxxxx-Xxxxxxx Title EVP & Chief Financial Officer “ADMINISTRATIVE AGENT AND L/C ISSUER” BANK OF MONTREAL, as Administrative Agent and as L/C Issuer By: /s/ Xxxxx Xxxxx Name Xxxxx Xxxxx Title Director “LENDERS” BANK OF MONTREAL, as a Delaware corporation Lender By: /s/ Xxxxx Xxxxx Name Xxxxx Xxxxx Title Director CITIZENS BANK, N.A., as a Lender By: /s/ Xxxxx X. Xxxxxxxxxxx Name Xxxxx X. Xxxxxxxxxxx Title Senior Vice President [Signature Page to Second Amended and Restated Credit Agreement (LTC Properties, Inc.)] CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender By: /s/ Xxxxx X. Xxxxx Name Xxxxx X. Xxxxx Title Managing Director By: /s/ Xxxxxx Xxx Name Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer ADO PRODUCTSXxx Title Director [Signature Page to Second Amended and Restated Credit Agreement (LTC Properties, LLCInc.)] KEYBANK NATIONAL ASSOCIATION, as a Minnesota limited liability company Lender By: /s/ Xxxxx Xxxxxx Name Xxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer AMERICAN COMMERCIAL INSULATIONTitle Senior Vice President [Signature Page to Second Amended and Restated Credit Agreement (LTC Properties, LLCInc.)] MIZUHO BANK, LTD., as a Delaware limited liability company Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer BUILDER PROCUREMENT SERVICES, LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer BUILDER SERVICES GROUP, INC., a Florida corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer Xxxxx Xxxx Name Xxxxx Xxxx Title Authorized Signatory [Signature Page to Second Amended and Restated Security and Pledge Credit Agreement SERVICE PARTNERS(LTC Properties, LLC, a Virginia limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer SUPERIOR CONTRACTING CORPORATION, a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer TOPBUILD HOME SERVICES, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer TOPBUILD SUPPORT SERVICES, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer VIKING INSULATION, LLC, a California limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer Amended and Restated Security and Pledge Agreement Accepted and agreed to as of the date first above written. BANK OF AMERICAInc.)] MUFG UNION BANK, N.A., as Administrative Agent a Lender By: /s/ Xxxx X. Xxxxxxx Name: Xxxx Name Xxxx X. Xxxxxxx TitleXxxx Title Vice President ROYAL BANK OF CANADA, as a Lender By: VP /s/ Xxxxxx Xxx Name Xxxxxx Xxx Title Authorized Signatory [Signature Page to Second Amended and Restated Security and Pledge Credit Agreement EXHIBIT A [FORM OF(LTC Properties, Inc.)] IRREVOCABLE STOCK POWER FOR VALUE RECEIVEDXXXXX FARGO BANK, the undersigned hereby sellsNATIONAL ASSOCIATION, assigns and transfers to __________________ the following Equity Interests of [___________], as a [_________] [corporation] [limited liability company]: No. of SharesCertificate No. and irrevocably appoints __________________________________ its agent and attorney-in-fact to transfer all or any part of such Equity Interests and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him. ______________________________ Lender By: Name: Title: EXHIBIT B [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN COPYRIGHTS [United States Copyright Office] [Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of March 20, 2020 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the copyrights and copyright applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the copyrights and copyright applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any copyright or copyright application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: EXHIBIT C [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN PATENTS [United States Patent and Trademark Office] [Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of March 20, 2020 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the patents and patent applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the patents and patent applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any patent or patent application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: EXHIBIT D [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS [United States Patent and Trademark Office] [Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of March 20, 2020 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the trademarks and trademark applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the trademarks and trademark applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any trademark or trademark application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: Exhibit D/s/ Xxxxx Xxxxxx Name Xxxxx Xxxxxx Title Managing Director