NCG200498_Name-Owner Change Supporting Info_20200828

ASSUMPTION AGREEMENT
This Assumption Agreement ("Agreement") is made as of July 8th , 2020, by and among
WISE RECYCLING I, LLC, a Delaware limited liability company ('Borrower 1"), WISE
RECYCLING EAST I, LLC, a Delaware limited liability company ('Borrower 2"), WISE
RECYCLING WEST I, LLC, a Delaware limited liability company ('Borrower 3"),
RECYCLING REALTY I, LLC, a Delaware limited liability company ('Borrower 4" and
together with Borrower 1, Borrower 2, and Borrower 3, individually each a 'Borrower" and
collectively the "Existing Borrowers"), WISE RECYCLING, LLC, a Maryland limited
liability company ("Existing Guarantor", and together with Existing Borrowers, collectively,
the "Existing Loan Parties", and each an "Existing Loan Party"), RENEW RECYCLING,
LLC, a Delaware limited liability company ("New Borrower"), and SIENA LENDING
GROUP LLC, F/K/A SIENA FUNDING LLC, a Delaware limited liability company
("Lender").
BACKGROUND
A. Existing Loan Parties and Lender are parties to that certain Loan and Security
Agreement, dated as of July 27, 2018 (as amended, restated or otherwise modified, renewed,
extended, or replaced from time to time, the "Loan Agreement"), pursuant to which the Existing
Loan Parties established certain financing facilities and arrangements with Lender. Terms which
are capitalized in this Agreement and not otherwise defined herein shall have the meanings
ascribed to such terms in the Loan Agreement.
B. Reference is made to that certain: (i) Subordination Agreement, dated as of July
27, 2018, by and among Recycling Holdings LLC, a Delaware limited liability company,
Borrower 3, and Lender ("RCH Subordination Agreement") and (ii) Amended and Restated
Intercreditor and Subordination Agreement, dated as of January 14, 2020, by and among Dan
Byrne and Ryan Boland, as trustees for the benefit of David F. D'Addario 2011 Annuity Trust,
Lender, and Existing Borrowers ("DFD Trust Lender Subordination Agreement", and
together with the RCH Subordination Agreement, each a "Subordination Agreement", and
collectively the "Subordination Agreements") where such DFD Trust Lender Subordination
Agreement referred to, inter alia, that certain Deed of Trust, Security Agreement, Assignment of
Leases and Rents and Fixture Filing, dated as of November 12, 2019, by and from Borrower 4 to
Shawn A. Goldfaden, Esq., as Trustee, for the benefit of Lender (the "Siena Deed of Trust").
Pursuant to each of the Subordination Agreements, each of the parties thereto has agreed that
certain payments due to such parties shall be subordinated to the prior payment of the
Obligations owing to Lender under the Loan Agreement, and the Existing Borrowers to each
Subordination Agreement have acknowledged, and agreed to be bound by, the payment
limitations set forth therein. The Loan Agreement, each Subordination Agreement and each
other Loan Document, as any of them may heretofore have been and may hereafter be amended,
modified, supplemented, restated or replaced from time to time, are referred to herein
collectively as the "Existing Credit Documents". All capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Loan Agreement.
C. The Existing Loan Parties are in Default of their Obligations to Lender under the
Loan Agreement (the "Existing Defaults"). As a result, a notice of intent to foreclose under
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Section 9-610 of the UCC by way of public sale on the date hereof was issued by Lender in
accordance with the UCC. On the date hereof, Lender held a public foreclosure sale pursuant to
the provisions of the UCC as enacted in the States of Delaware and New York and sold to New
Borrower all of the Existing Loan Parties' rights, title and interest in and to all of the assets
described on Exhibit A (such assets, the "Acquired Assets") attached to that certain Secured
Creditor's Foreclosure Certificate of Sale ("Certificate of Sale"), dated as of the date hereof, by
and among Lender, Existing Loan Parties, and New Borrower. This Agreement is an agreement
referenced in the final clause of Section 1 of the Certificate of Sale.
D. Existing Loan Parties, New Borrower, and Lender have agreed that (i) New
Borrower shall assume all of the rights and obligations of each Existing Loan Party as applicable
under the Loan Agreement, the other Loan Documents, and the Siena Deed of Trust, in each case
as set forth in this Agreement, and (ii) the Loan Agreement and all other Loan Documents as
applicable shall be amended to the extent necessary to conform with the agreements and
undertakings set forth in the provisions, and in accordance with the terms and conditions, of this
Agreement, including without limitation joining New Borrower as a borrower party to the Loan
Agreement pursuant to an amendment and joinder to the Loan Agreement (the "Joinder", and
together with the activities contemplated in the foregoing clauses (i) and (ii), collectively, the
"Assumption and Joinder").
E. As consideration to be paid by New Borrower to Lender for New Borrower
acquiring the Acquired Assets pursuant to the Certificate of Sale, New Borrower is entering into
this Agreement and any other Loan Documents, as applicable, to effect the Assumption and
Joinder, which shall constitute full satisfaction of the Purchase Price (as defined in the Certificate
of Sale) payable by New Borrower to Lender pursuant to the Certificate of Sale.
F. Lender has agreed to consent to the Assumption and Joinder only on the terms
and conditions, and according to the provisions, of this Agreement.
NOW, THEREFORE, with the foregoing Background incorporated by reference and
made a part hereof, and in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be
legally bound, the parties agree as follows:
Agreement.
a. Upon the effectiveness of this Agreement, and subject to the terms and
conditions hereof, New Borrower assumes and adopts (i) all Obligations of each Existing Loan
Party as defined in and in accordance with the Loan Agreement and with respect to all Loans
(whether such Loans are outstanding as of the date hereof or arise or are incurred or created in
the future) and agrees to be bound by, and comply with, all the terms and conditions of the Loan
Documents in each and every case all as if New Borrower were each such Existing Loan Party
under each Loan Document to which any Existing Loan Party is party thereto; provided further,
without limiting the generality of the provisions of this paragraph, New Borrower hereby agrees
that it is, and will be, liable for all existing and future Loans, and other Obligations incurred prior
to the date hereby by each Existing Loan Party under the Loan Agreement, including without
limitation, all interest on all Loans and all fees, costs and expenses to be paid by each Existing
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Loan Party under the Loan Agreement and other Loan Documents and (ii) all Obligations of
Borrower 4 as defined in and in accordance with the Siena Deed of Trust and agrees to be bound
by, and comply with, all the terms and conditions of the Siena Deed of Trust in each and every
case all as if New Borrower were Borrower 4 under the Siena Deed of Trust. The Assumption
and Joinder constitutes the full satisfaction of the Purchase Price (as defined in the Certificate of
Sale).
2. Representations and Warranties. Existing Loan Parties and New Borrower each
hereby represents and warrants to Lender that:
(i). All warranties and representations made to Lender under the Loan
Agreement and the other Loan Documents (as such warranties and representations may have
been amended pursuant to the provisions hereof (and any prior amendments), are true and correct
as to the date hereof (except to the extent any such warranty or representation expressly relates
only to any earlier and/or specified date, in which case it shall be true and correct as of such
earlier and/or specified date);
(ii). Existing Loan Parties and New Borrower have full power,
authority and legal right to execute and deliver this Agreement and the other notes, instruments,
agreements, documents and transactions contemplated hereby to which each is a party and to
perform all of the obligations hereunder and thereunder;
(iii). The execution, delivery and performance of this Agreement and
any other notes, instruments, agreements, documents and transactions contemplated hereby to
which any Existing Loan Party is a party are within such Existing Loan Party's corporate (or
similar) power and have been duly authorized by all necessary corporate action;
(iv). No consent of any Person, other than Lender, and no consent,
permit, approval or authorization of, exemption by, notice or report to, or registration, filing or
declaration with, any governmental authority is required in connection with the execution,
delivery and performance by each Existing Loan Party and New Borrower, or the validity or
enforceability against each Existing Loan Party and New Borrower, of this Agreement and the
other notes, instruments, agreements, documents, and transactions contemplated hereby to which
such is a party;
(v). This Agreement has been duly executed and delivered by each
Existing Loan Party and New Borrower, and constitutes the legal, valid, and binding obligation
of each Existing Loan Party and New Borrower, enforceable in accordance with its terms, except
as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium
or similar Laws of general applicability affecting the enforcement of creditors' rights generally
and (b) the application of general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law); and
(vi). Other than the Existing Defaults, no Default or Event of Default
has occurred and is continuing on the date hereof.
3. Effectiveness Conditions. This Agreement shall be effective, and New Borrower
shall be deemed to assume all obligations of each Existing Loan Party under the Loan
140690.01068/123323964v.3

Agreement and other Loan Documents upon satisfaction of the following conditions precedent
(all documents to be in form and substance reasonably satisfactory to Lender and its counsel):
a. Delivery of a fully executed copy of this Agreement;
b. Delivery of a fully executed copy of the Joinder and all documents,
agreements and instruments related thereto;
C. Delivery of a fully executed copy of the Certificate of Sale;
d. All other agreements, instruments and documents requested by Lender to
effectuate and implement the terms hereof, the Loan Agreement and the other Loan Documents;
and
e. Payment by New Borrower of all fees and expenses incurred by each of
New Borrower, Existing Loan Parties, and Lender in relation to the negotiation, preparation and
execution of this Agreement, the Joinder, and the Certificate of Sale, and the performance of
each foregoing party's respective obligations under each such agreement.
4. Ratification of Existing Credit Documents. Except as expressly set forth herein,
all of the terms and conditions of the Loan Agreement and other Loan Documents are hereby
ratified and confirmed and continue unchanged and in full force and effect. All references to the
Loan Agreement shall mean the Loan Agreement as modified by this Agreement.
5. Governing. This Agreement, and all matters relating hereto and arising
herefore (whether arising in tort, contract law or otherwise), shall be governed by and construed
in accordance with the laws of the State of New York applied to contracts to be performed
wholly within the State of New York.
6. Counterparts. This Agreement may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original, and such counterparts
together shall constitute one and the same respective agreement.
[SIGNATURE PAGE FOLLOWS]
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140690.01068/123323964v.3

IN WITNESS WHEREOF, the parties have executed this Assumption Agreement the day
and year first above written.
LENDER:
SIENA LEYMNG GROUP LLC
By:
Name: A. Chiluisa
Title: Se�nior Vice President
By: /,J�-e' " � .
Name: Steven Sanicola
Title: Managing Director
EXISTING LOAN PARTIES:
WISE RECYCLING I, LLC
By:
Name: Thomas Robb
Title: President
WISE RECYCLING EAST I, LLC
By:
Name: Thomas Robb
Title: President
WISE RECYCLING WEST I, LLC
By:
Name: Thomas Robb
Title: President
RECYCLING REALTY I, LLC
By:
Name: Thomas Robb
Title: President
WISE RECYCLING, LLC
By:
Name: Thomas Robb
Title: President
NEW BORROWER:
RENEW RECYCLING, LLC
Bv:
Name: Garr Taylor
Title: President
Signature Page to Assitinption Agreeinem

IN WITNESS WHEREOF, the parties have executed this Assumption Agreement the day
and year first above written.
LENDER:
SIENA LENDING GROUP LLC
By:
Name: Jorge A. Chiluisa
Title: Senior Vice President
By: _
Name:
Title:
EXISTING LOAN PARTIES:
WISE RECYCLING I, LLC
By:
Name: Thomas Robb
Title: President
WISE RECYCLING EAST I, LLC
By:
Name: Thomas Robb
Title: President
WISE RECYCLING WEST I, LLC
By: I�t"' 0 l�u
Name: Thomas Robb
Title: President
RECYCLING REALTY I, LLC y 0>�—
Name: Thomas Robb
Title: President
WISE RECYCLING, LLC
B 1 �.a�-4- 1 t
Y•
Name: Thomas Robb
Title: President
NEW BORROWER:
RENEW RECYCLING, LLC
By:
Name: Gary Taylor
Title: President
Signature Page to Assumption Agreement

IN WITNESS WHEREOF, the parties have executed this Assumption Agreement the day
and year first above written.
LENDER:
SIENA LENDING GROUP LLC
By:
Name: Jorge A. Chiluisa
Title: Senior Vice President
By:
Name:
Title:
EXISTING LOAN PARTIES:
WISE RECYCLING I, LLC
By:
Name: Thomas Robb
Title: President
WISE RECYCLING EAST I, LLC
By:
Name: Thomas Robb
Title: President
WISE RECYCLING WEST I, LLC
By:
Name: Thomas Robb
Title: President
RECYCLING REALTY I, LLC
By:
Name: Thomas Robb
Title: President
WISE RECYCLING, LLC
By:
Name: Thomas Robb
Title: President
NEW BORROWER:
RENEW 7CYCLING, LLC
By.
Name: Gary Taylor
Title: President
Signature Page to Assumption Agreement