Form 8-K

8-K — Ferguson Enterprises Inc. /DE/

Accession: 0001552781-26-000433

Filed: 2026-08-11

Period: 2026-08-11

CIK: 0002011641

SIC: 5070 (WHOLESALE-HARDWARE & PLUMBING & HEATING EQUIPMENT & SUPPLIES)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — e26338_ferg-8k.htm (Primary)

EX-10.1 (e26338_ex10-1.htm)

EX-10.2 (e26338_ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: e26338_ferg-8k.htm · Sequence: 1

FERG 8-K

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0002011641

2026-08-11

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

August 11, 2026

FERGUSON ENTERPRISES INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-42200

38-4304133

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

751 Lakefront Commons

Newport News, Virginia

23606

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including

Area Code: +1-757-874-7795

Not Applicable

(Former Name or Former Address, if Changed Since

Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.0001 per share

FERG

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Bridge Credit

Agreement

August 11, 2026, Ferguson Enterprises Inc. (the “Company”), as borrower, entered into a bridge term loan credit agreement

(the “Bridge Credit Agreement”) with Ferguson UK Holdings Limited (“Ferguson UK”), as guarantor,

the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders.

The

Bridge Credit Agreement provides for a bridge credit facility in an aggregate principal amount of up to $700 million, which is unsecured

and scheduled to mature 364 days after the date the borrowing under the Bridge Credit Agreement is made (the “Funding Date”).

The proceeds of the borrowing under the Bridge Credit Agreement, if any, will be used to fund a portion of the consideration and related

fees and expenses payable in connection with the previously disclosed acquisition of FWI Holdings, Inc., a Delaware corporation (the “FloWorks

Acquisition”), and will be available to be drawn in the event that the Company has not, prior to or concurrently with the consummation

of the FloWorks Acquisition, received proceeds of one or more bank financing or capital markets transactions sufficient to fund the FloWorks

Acquisition. The occurrence of the Funding Date under the Bridge Credit Agreement is subject to the satisfaction of customary conditions,

including the substantially concurrent consummation of the FloWorks Acquisition.

The

borrowing under the Bridge Credit Agreement will bear interest, at the Company’s option, at either the Base Rate or the Term SOFR

Rate, plus an applicable margin. Depending on the Company’s senior unsecured debt rating, the applicable margins on Base Rate Loans

range from 0.000% to 0.250%, and the applicable margins on Term Benchmark Loans range from 0.750% to 1.250%. In addition, if any commitments

remain outstanding on November 7, 2026, the Company will pay a commitment fee on the unused commitments under the Bridge Credit Agreement,

which ranges from 0.07% to 0.125% depending on the Company’s senior unsecured debt rating during the period from and including November

7, 2026 to but excluding the Funding Date (or, if earlier, the date on which the commitments under the Bridge Credit Agreement are terminated

in full).

The

Bridge Credit Agreement contains certain representations and warranties, various affirmative and negative covenants and events of default

that the Company considers customary for facilities of this type, including, but not limited to, restrictions on the incurrence of non-guarantor

subsidiary indebtedness, additional liens, mergers and sales of assets and changes in nature of business, in each case, subject to certain

conditions, exceptions and thresholds. The Bridge Credit Agreement also requires the Company to maintain on a consolidated basis, as of

the last day of each fiscal quarter, a maximum net leverage ratio of 3.50 to 1.00, with a temporary step-up to 4.00 to 1.00 with respect

to each of the four fiscal quarters ending immediately after certain material acquisitions.

The

foregoing description of the Bridge Credit Agreement is a summary and is qualified in its entirety by reference to the Bridge Credit Agreement,

a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and incorporated

herein by reference.

Term Loan

Credit Agreement

August 11, 2026 (the “Effective Date”), the Company, as borrower, entered into a term loan credit agreement (the “Term

Loan Credit Agreement”) with Ferguson UK, as guarantor, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative

agent for the lenders.

The

Term Loan Credit Agreement provides for a term loan facility in an aggregate committed amount of up to $900 million, which is unsecured

and scheduled to mature three years after the date the loan under the Term Loan Credit Agreement is funded (the “Funding Date”).

The loan made pursuant to the Term Loan Credit Agreement will be used to fund a portion of the consideration and related fees and expenses

payable in connection with the FloWorks Acquisition. The Funding Date under the Term Loan Credit Agreement is subject to the satisfaction

of customary conditions, including the substantially concurrent consummation of the FloWorks Acquisition.

The

borrowing under the Term Loan Credit Agreement will bear interest, at the Company’s option, at either the Base Rate or the Term

SOFR Rate, plus an applicable margin. Depending on the Company’s senior unsecured debt rating, the applicable margins on Base Rate

Loans range from 0.000% to 0.250%, and the applicable margins on Term Benchmark Loans range from 0.750% to 1.250%. In addition, during

the period from and including the date that is 120 days after the Effective Date to but excluding the Funding Date (or, if earlier, the

date on which the commitments under the Term Loan Credit Agreement are terminated in full), the Company will pay a commitment fee on the

unused commitments under the Term Loan Credit Agreement, which ranges from 0.07% to 0.125% depending on the Company’s senior unsecured

debt rating.

The

Term Loan Credit Agreement contains certain representations and warranties, various affirmative and negative covenants and events of default

that the Company considers customary for facilities of this type, including, but not limited to, restrictions on the incurrence of non-guarantor

subsidiary indebtedness, additional liens, mergers and sales of assets and changes in nature of business, in each case, subject to certain

conditions, exceptions and thresholds. The Term Loan Credit Agreement also requires the Company to maintain on a consolidated basis, as

of the last day of each fiscal quarter, a maximum net leverage ratio of 3.50 to 1.00, with a temporary step-up to 4.00 to 1.00 with respect

to each of the four fiscal quarters ending immediately after certain material acquisitions.

The

foregoing description of the Term Loan Credit Agreement is a summary and is qualified in its entirety by reference to the Term Loan Credit

Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report and incorporated herein by reference.

All

capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Bridge Credit Agreement or the Term Loan

Credit Agreement, as applicable.

Item 2.03. Creation of

a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated by reference

into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1

Bridge Credit Agreement, dated August 11, 2026, by and among Ferguson Enterprises Inc., as borrower, Ferguson UK Holdings Limited, as guarantor, the other guarantors from time to time party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent

10.2

Term Loan Credit Agreement, dated August 11, 2026, by and among Ferguson Enterprises Inc., as borrower, Ferguson UK Holdings Limited, as guarantor, the other guarantors from time to time party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the

registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Ferguson Enterprises Inc.

Date:

August 11, 2026

By:

/s/ William Brundage

Name:

William Brundage

Title:

Chief Financial Officer

EX-10.1

Filename: e26338_ex10-1.htm · Sequence: 2

Exhibit

10.1

$700,000,000

BRIDGE

CREDIT AGREEMENT

dated

as of August 11, 2026

among

FERGUSON ENTERPRISES

INC.

the Borrower,

The

Guarantors Party Hereto,

JPMorgan

Chase Bank, N.A.,

as Administrative

Agent

and

The

Lenders Party Hereto

JPMorgan Chase Bank, N.A.,

as Sole Lead Arranger and Bookrunner

TABLE

OF CONTENTS

Article I DEFINITIONS AND ACCOUNTING TERMS

1.01

Defined Terms

1.02

Other Interpretive Provisions

1.03

Accounting Terms

1.04

Rounding

1.05

References to Agreements and Laws

1.06

Times of Day

1.07

[Reserved]

1.08

Interest Rates; Benchmark Notification

1.09

Divisions

1.10

Exchange Rates; Currency Equivalents

1.11

Guarantee Limitations

Article II THE COMMITMENTS AND BORROWINGS

2.01

Loans

2.02

Borrowings, Conversions and Continuations of Loans

2.03

[Reserved]

2.04

[Reserved]

2.05

Prepayments

2.06

Termination or Reduction of Commitments

2.07

Repayment of Loans

2.08

Interest

2.09

Fees

2.10

Computation of Interest and Fees

2.11

Evidence of Debt

2.12

Payments

2.13

Sharing of Payments

2.14

[Reserved]

2.15

[Reserved]

2.16

Defaulting Lenders

Article III TAXES, YIELD PROTECTION AND ILLEGALITY

3.01

Taxes

3.02

Illegality

3.03

Inability to Determine Rates; Benchmark Replacement Setting

3.04

Increased Cost and Reduced Return; Capital Adequacy

3.05

Funding Losses

3.06

Matters Applicable to all Requests for Compensation

3.07

Survival

Article IV CONDITIONS PRECEDENT

4.01

Effective Date

4.02

Funding Date

Article

V REPRESENTATIONS AND WARRANTIES

5.01

Corporate

Existence and Power

5.02

Corporate

and Governmental Authorization; No Contravention

5.03

Binding

Effect

5.04

Financial

Information

5.05

Litigation

5.06

Compliance

with ERISA and UK Pensions

5.07

Environmental

Matters

5.08

Taxes

5.09

Subsidiaries

5.10

Regulatory

Restrictions on Borrowing; Margin Regulations

5.11

Full

Disclosure

5.12

Anti-Money

Laundering/International Trade Law Compliance

5.13

Compliance

with FCPA

5.14

Affected

Financial Institutions

5.15

Certificate

of Beneficial Ownership

5.16

Solvency

5.17

Compliance

with Laws

5.18

Centre

of Main Interests and Establishments

5.19

Sovereign

Immunity

5.20

Use

of Proceeds

Article

VI AFFIRMATIVE COVENANTS

6.01

Information

6.02

Payment

of Taxes

6.03

Maintenance

of Property; Insurance

6.04

Conduct

of Business and Maintenance of Existence

6.05

Compliance

with Laws

6.06

Inspection

of Property, Books and Records

6.07

Use

of Proceeds

6.08

[Reserved]

6.09

Anti-Money

Laundering/International Trade Law Compliance

6.10

Beneficial

Ownership Certification and Other Additional Information

6.11

Pensions

6.12

Covenant

to Guarantee Obligations

Article

VII NEGATIVE COVENANTS

7.01

Liens

7.02

Financial

Covenant

7.03

[Reserved]

7.04

[Reserved]

7.05

Mergers

and Sales of Assets

7.06

Change

in Nature of Business

7.07

Use

of Proceeds

7.08

Subsidiary

Debt

7.09

Pensions

Article VIII EVENTS OF DEFAULT AND REMEDIES

8.01

Events of Default

8.02

Remedies Upon Event of Default

8.03

Application of Funds

Article IX ADMINISTRATIVE AGENT

9.01

Appointment and Authorization of Administrative Agent

9.02

Rights as a Lender

9.03

Exculpatory Provisions

9.04

Reliance by Administrative Agent

9.05

Indemnification of Administrative Agent

9.06

Delegation of Duties

9.07

Resignation of Administrative Agent

9.08

Non-Reliance on Administrative Agent and Other Lenders

9.09

No Other Duties, Etc.

9.10

Administrative Agent May File Proofs of Claim

9.11

No Reliance on Administrative Agent’s Customer Identification Program

9.12

Recovery of Erroneous Payments

9.13

Certain ERISA Matters

9.14

Borrower Communications

Article X MISCELLANEOUS

10.01

Amendments, Etc.

10.02

Notices; Effectiveness; Electronic Communication

10.03

No Waiver; Cumulative Remedies

10.04

Attorney Costs, Expenses and Taxes

10.05

Indemnification; Damage Waiver

10.06

Payments Set Aside

10.07

Successors and Assigns

10.08

Confidentiality

10.09

Set-off

100

10.10

Interest Rate Limitation

101

10.11

Counterparts; Electronic Execution

101

10.12

Integration

102

10.13

Survival of Representations and Warranties

102

10.14

Severability

102

10.15

Acknowledgement and Consent to Bail-In of Affected Financial Institutions

103

10.16

Mitigation Obligations; Replacement of Lenders

103

10.17

Governing Law

104

10.18

No Advisory or Fiduciary Responsibility

105

10.19

Waiver of Right to Trial by Jury

106

10.20

USA PATRIOT Act Notice

106

10.21

ENTIRE AGREEMENT

106

10.22

Acknowledgement Regarding Any Supported QFCs

107

10.23

Judgment Currency

107

Article XI GUARANTY

108

11.01

Guaranty

108

11.02

No Subrogation

109

11.03

Amendments, Etc. With Respect to the Obligations

109

11.04

Guarantee Absolute and Unconditional

110

11.05

Reinstatement

110

11.06

Guarantee Limitations

110

SCHEDULES

2.01

Commitments

and Pro Rata Shares

10.02

Administrative Agent’s Office, Certain Addresses

for Notices

EXHIBITS

Form of

Loan

Notice

Note

Compliance

Certificate

Assignment

and Assumption

E-1

Form of U.S. Tax Compliance

Certificate (For Foreign Lenders That Are Not Partnerships for U.S. Federal Income Tax Purposes)

E-2

Form of U.S. Tax Compliance

Certificate (For Foreign Participants That Are Not Partnerships for U.S. Federal Income Tax Purposes)

E-3

Form of U.S. Tax Compliance

Certificate (For Foreign Participants That Are Partnerships for U.S. Federal Income Tax Purposes)

E-4

Form of U.S. Tax Compliance

Certificate (For Foreign Lenders That Are Partnerships for U.S. Federal Income Tax Purposes)

Solvency Certificate

BRIDGE CREDIT

AGREEMENT

This

BRIDGE CREDIT AGREEMENT (this “Agreement”) is entered

into as of August 11, 2026, among Ferguson Enterprises Inc., a corporation organized under the laws of Delaware (the “Borrower”),

each Guarantor from time to time party hereto, each lender from time to time party hereto (collectively, the “Lenders”

and individually, a “Lender”), and JPMorgan Chase

Bank, N.A., as Administrative Agent.

WHEREAS,

the Borrower intends to acquire, directly or indirectly, the Firecracker Acquired Business in accordance with the terms of the Firecracker

Acquisition Agreement; and

WHEREAS,

in connection with the Firecracker Acquisition, the Borrower, the Lenders party hereto and the Administrative Agent have entered into

this Agreement in order to provide for a $700,000,000 term loan credit facility to be used on the Funding Date to fund a portion of the

consideration for the Firecracker Acquisition, the Firecracker Refinancing and to pay the costs and expenses incurred in connection therewith.

consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

Article

DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms. As

used in this Agreement, the following terms shall have the meanings set forth below:

“2015

USPP Notes Agreement” means the Note and Guarantee Agreement, dated June 25, 2015 (as amended from time to time), by

and among Wolseley Capital, Inc., Ferguson Enterprises Inc., as

successor-by-assumption to Ferguson (Jersey) Limited (formerly known as Ferguson plc) and the initial purchasers of the notes issued

thereby.

“2017

USPP Notes Agreement” means the Note and Guarantee Agreement, dated November 30, 2017 (as amended from time to time),

by and among Wolseley Capital, Inc., Ferguson Enterprises Inc., as

successor-by-assumption to Ferguson (Jersey) Limited (formerly known as Ferguson plc) and the initial purchasers of the notes issued

thereby.

“Administrative

Agent” means JPMorgan Chase Bank, N.A. in its capacity as administrative agent under any of the Loan Documents, or any

successor administrative agent.

“Administrative

Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule

10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative

Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent.

“Affected

Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate”

means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled

by or is under common Control with the Person specified.

“Agent-Related

Persons” means the Administrative Agent, together with its Affiliates, and the officers, directors, employees, agents

and attorneys-in-fact of such Persons and Affiliates.

“Agreement”

has the meaning specified in the introductory paragraph hereto.

“Ancillary

Document” has the meaning specified in Section 10.11.

“Anti-Corruption

Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from

time to time concerning or relating to bribery, corruption or money laundering, including, without limitation, the FCPA and the UK Bribery

Act of 2010.

“Anti-Terrorism

Laws” means any Laws applicable to the Borrower or its Subsidiaries relating to terrorism, sanctions programs and embargoes,

or money laundering and any regulation, order, or directive promulgated, issued or enforced pursuant to such Laws, all as amended, supplemented

or replaced from time to time.

“Applicable

Rate” means, from time to time, the following percentages per annum (set forth in basis points), based upon the Credit

Ratings (as defined below) as set forth below:

Pricing

Level

Credit

Ratings

Moody’s/S&P/Fitch

Term

Benchmark

Loans

Base

Rate

Loans

Ticking

Fee

Rate

A2/A/A

or higher

0.750%

0.00%

0.07%

A3/A-/A-

0.875%

0.00%

0.07%

Baa1/BBB+/BBB+

1.000%

0.00%

0.07%

Baa2/BBB/BBB

1.125%

0.125%

0.09%

Baa3/BBB-/BBB-

or lower

1.250%

0.250%

0.125%

For

purposes of this definition, “Credit Ratings” means

a rating to be based on the Borrower’s Index Debt in each case established by Moody’s, S&P and Fitch (each, a “Rating

Agency”). For purposes of the foregoing, (i) if the ratings established by the Rating Agencies for the Index Debt

shall fall within the same pricing level (whether all three ratings or only two ratings are available), the Applicable Rate shall be

determined by reference to such pricing level; (ii) if none of Moody’s, S&P or Fitch shall have in effect a rating for the

Index Debt, then such Rating Agency shall be deemed to have established a rating in pricing level 5; (iii) if only one Rating Agency

shall have in effect a rating for the Index Debt, the Applicable Rate shall be determined by reference to the pricing level in which

such rating falls; (iv) if the ratings established by Moody’s, S&P and Fitch for the Index Debt shall fall within different

pricing level from each other, either (x) the majority rating will govern if two ratings are the same or (y) if all three ratings are

different, the Applicable Rate shall be determined by reference to the pricing level in which the middle rating falls; and (v) if only

two ratings are available and such ratings fall within different pricing levels from each other, the higher rating will govern, unless

one of the two ratings is two or more pricing levels lower than the other, in which case, the Applicable Rate shall be determined by

reference to the pricing level next below that of the higher of the two ratings. It is understood that the rating for pricing level 1

is referred to herein as the “highest” rating, and the rating for pricing level 5 is referred to herein as the “lowest”

rating. Each change in the Applicable Rate resulting from a publicly announced change in the Credit Ratings shall be effective as of

the third Business Day following the date on which it is first announced by the applicable rating agency. If the rating system of Moody’s,

S&P or Fitch shall change, or if any such Rating Agency shall cease to be in the business of rating corporate debt obligations, the

Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability

of ratings from such Rating Agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference

to the rating most recently in effect prior to such change or cessation.

“Approved

Fund” has the meaning specified in Section 10.07(h).

“Arranger”

means JPMorgan Chase Bank, N.A. in its capacities as sole lead arranger and bookrunner.

“Assignee

Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed

by the same investment advisor.

“Assignment

and Assumption” means an Assignment and Assumption substantially in the form of Exhibit

“Attorney

Costs” means all reasonable and documented out-of-pocket fees, expenses and disbursements of any law firm or other external

counsel.

“Audited

Financial Statements” has the meaning specified in Section

5.04(a).

“Authorizations”

means all filings, recordings, and registrations with, and all validations or exemptions, approvals, orders, authorizations, consents,

franchises, licenses, certificates, and permits from, any Governmental Authority.

“Availability

Period” means the period from and including the Effective Date to the earliest of (i) the Funding Date (after giving

effect to any Borrowing on such date), (ii) the date of consummation of the Firecracker Acquisition, effective immediately following

the consummation thereof, with or without the use of any Loans hereunder, (iii) the date the Borrower notifies the Administrative Agent

in writing that the Firecracker Acquisition Agreement has been terminated in accordance with its terms and (iv) 11:59 p.m., New York

City time, on October 8, 2026; provided that if the Termination

Date (as defined in the Firecracker Acquisition Agreement as in effect on July 10, 2026) is extended pursuant to Section 4.1(a) of the

Firecracker Acquisition Agreement (as in effect on July 10, 2026), the Availability Period will automatically be extended to the earlier

of (x) such extended Termination Date and (y) November 7, 2026.

“Available

Tenor” means, as of any date of determination and with respect to the then-current Benchmark, any tenor for such Benchmark

(or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable,

that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency

of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any

tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section

3.03.

“Bail-In

Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect

of any liability of an Affected Financial Institution.

“Bail-In

Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the

European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member

Country from time to time which is described in the EU Bail-In Legislation Schedule, (b) with respect to the United Kingdom, Part I of

the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom

relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than

through liquidation, administration or other insolvency proceedings) and (c) in relation to any state other than such an EEA Member Country

and the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-Down and

Conversion Powers contained in that law or regulation.

“Bankruptcy

Event” shall have the meaning given to such term in the definition of “Defaulting Lender”.

“Base

Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the

NYFRB Rate in effect on such day plus ½ of 1%, and (c) the Term SOFR Rate for a one month Interest Period as published two U.S.

Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately

preceding U.S. Government Securities Business Day) plus 1%; provided

that, for the purpose of this definition, the Term SOFR Rate for any day shall be based on the Term SOFR Reference Rate at approximately

5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR

Administrator in the Term SOFR Reference Rate methodology). Any change in the Base Rate due to a change in the Prime Rate, the NYFRB

Rate or the Term SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate

or the Term SOFR Rate, respectively. If the Base Rate is being used as an alternate rate of interest pursuant to Section

3.03 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section

3.03), then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference

to clause (c) above. For the avoidance of doubt, if the Base Rate

as determined pursuant to the foregoing would be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement.

“Base

Rate Loan” means a Loan that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in Dollars.

“Benchmark”

means, initially, with respect to any Term Benchmark Loan, the Relevant Rate; provided that if a Benchmark Transition Event and the related Benchmark Replacement Date have occurred with respect to the applicable

Relevant Rate or the then-current Benchmark, then “Benchmark”

means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant

to clause (b) of Section

3.03.

“Benchmark

Replacement” means, for any Available Tenor:

the sum

of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current

Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark

rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention

for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit facilities denominated in Dollars

at such time in the United States and (b) the related Benchmark Replacement Adjustment;

the Benchmark Replacement as determined pursuant to the above would be less than the Floor, the Benchmark Replacement will be deemed

to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark

Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark

Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread

adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that

has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i)

any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement

of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark

Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating

or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for

syndicated credit facilities denominated in Dollars at such time.

“Benchmark

Replacement Conforming Changes” means, with respect to any Benchmark Replacement and/or any Term Benchmark Loan, any

technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business

Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period,”

timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or

continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational

matters) that the Administrative Agent decides (in consultation with the Borrower) may be appropriate to reflect the adoption and implementation

of such Benchmark and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market

practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible

or if the Administrative Agent determines that no market practice for the administration of such Benchmark exists, in such other manner

of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement

and the other Loan Documents).

“Benchmark

Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to

such then-current Benchmark:

(1) in

the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication

of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the

calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof);

(2) in

the case of clause (3) of the definition of “Benchmark Transition

Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been or, if such

Benchmark is a term rate, all Available Tenors of such Benchmark (or component thereof) have been determined and announced by the regulatory

supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided,

that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause

(3) and even if such Benchmark (or component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark

(or such component thereof) continues to be provided on such date.

For

the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the

Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference

Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause

(1) or (2) with respect to any Benchmark upon the occurrence

of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published

component used in the calculation thereof).

“Benchmark

Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect

to such then-current Benchmark:

(1) a

public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used

in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark

(or such component thereof), permanently or indefinitely, provided

that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark

(or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof);

(2) a

public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published

component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, an insolvency official

with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator

for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator

for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased

or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such

Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such

Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component

thereof); or

(3) a

public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published

component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term

rate, all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer

be, representative.

For

the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a

public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such

Benchmark (or the published component used in the calculation thereof).

“Benchmark

Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark

Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all

purposes hereunder and under any Loan Document in accordance with Section

3.03 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder

and under any Loan Document in accordance with Section 3.03.

“Beneficial

Ownership Certification” means a certification regarding beneficial ownership or control as required by the Beneficial

Ownership Regulation.

“Beneficial

Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit

Arrangement” means, at any time, an employee benefit plan within the meaning of Section 3(3) of ERISA (whether or not

subject to ERISA) which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by any member of the

ERISA Group.

“BHC

Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance

with, 12 U.S.C. 1841(k)) of such party.

“Borrower”

has the meaning specified in the introductory paragraph hereto.

“Borrowing”

means a borrowing consisting of simultaneous Loans of the same Type and, in the case of Term Benchmark Loans, having the same Interest

Period made by each of the Lenders pursuant to Section 2.01.

“Business

Day” means any day (other than a Saturday or a Sunday) on which banks are open for business in New York City; provided that, in addition to the foregoing, a Business Day shall be in relation to Loans referencing the Term SOFR Rate and any interest

rate settings, fundings, disbursements, settlements or payments of any such Loans referencing the Term SOFR Rate or any other dealings

of such Loans referencing the Term SOFR Rate, any such day that is a U.S. Government Securities Business Day.

“Change

in Law” means the occurrence, after the date of this Agreement (or with respect to any Lender, if later, the date on

which such Lender becomes a Lender), of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty,

(b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof

by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force

of law) by any Governmental Authority; provided that notwithstanding

anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines

or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank

for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States

or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”,

regardless of the date enacted, adopted or issued.

“Change

of Control” means the occurrence of an event or series of events by which any “person” or “group”

(as such terms are used in Sections 13(d) and 14(d)

of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any

person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial

owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly, of 50% or more

of the equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower

on a fully-diluted basis (such equity securities, “voting equity securities”).

Notwithstanding

the foregoing, person or group shall not be deemed to have beneficial ownership of voting equity securities subject to a stock purchase

agreement, merger agreement or similar agreement (or voting or option agreement related thereto) prior to the consummation of the transactions

contemplated by such agreement.

“CIP

Regulations” has the meaning specified in Section 9.11.

“CME

Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term

Secured Overnight Financing Rate (SOFR) (or a successor administrator).

“Code”

means the Internal Revenue Code of 1986, as amended.

“Commitment”

means, with respect to each Lender, the commitment of such Lender to make Loans hereunder, as such commitment may be reduced or increased

from time to time pursuant to the terms hereof. The initial amount of each Lender’s Commitment is set forth on Schedule

2.01.

“Commitment

Letter” means that certain Commitment Letter, dated as of July 10, 2026, by and among the Borrower and JPMorgan Chase

Bank, N.A.

“Compliance

Certificate” means a certificate substantially in the form of Exhibit

“Consolidated

EBITDA” means, for any applicable four fiscal quarter period, the sum of:

(i)

Consolidated Net Income of the Borrower and its Subsidiaries for such period, plus

(ii)

to the extent such Consolidated Net Income has been reduced thereby (without duplication):

(a)

expense and provision for Taxes of the Borrower and its Subsidiaries paid or accrued;

(b)

interest expense of the Borrower and its Subsidiaries;

(c)

the amount of net loss resulting from the payment of any premiums or similar amounts that are

required to be paid under the express terms of the instruments governing any Debt of the Borrower or any of its Subsidiaries upon the

repayment or other extinguishment of such Debt by the Borrower or any of its Subsidiaries in accordance with the express terms of such

Debt;

(d)

non-cash amortization of pension and post-retirement actuarial losses;

(e) fees and expenses in connection with any proposed or actual acquisitions, investments, divestitures,

asset sales, issuances or repayments of debt (including the Loans incurred hereby), issuances of equity securities, refinancing transactions,

or amendments or other modifications of any debt instrument;

(f) depreciation

and amortization (including amortization of intangibles);

(g)

non-cash charges or expenses (excluding any non-cash charges or expense to the extent that

it represents an accrual of or reserve for cash payments in a future period);

(h)

non-cash goodwill impairment charges;

(i)

non-cash charges relating to employee termination benefits, restructuring initiatives and plant

and office closures;

(j)

extraordinary or unusual charges, expenses, and losses; and

(k)

the amount of any contingent or deferred payments (including earn-out payments, non-compete

payments and consulting payments) made in connection with any acquisition outside the ordinary course of business; minus

(iii)

to the extent such Consolidated Net Income has been increased thereby (without duplication):

(a)

non-cash gains or income (excluding any non-cash gain or income to the extent that it represents

the reversal of an accrual of or reserve for cash payments that reduced Consolidated EBITDA in a prior period);

(b) all

cash payments made during such period on account of accruals or reserves added back to Consolidated EBITDA in a previous period pursuant

to clause (ii)(g) above; and

extraordinary or unusual gains.

addition, for the purposes of calculating “Consolidated EBITDA” for any four fiscal quarter period (a) if the Borrower or

any Subsidiary has acquired any assets or another Person as a Subsidiary (including through the purchase or other acquisition of additional

ownership interests in such Person resulting in such Person becoming a Subsidiary) during the relevant period, Consolidated EBITDA shall

be calculated after giving pro forma effect thereto, as if such acquisition had occurred on the first day of the relevant period for

determining Consolidated EBITDA and (b) if the Borrower’s or any Subsidiary’s operations constitute disposed, abandoned or

discontinued operations, in accordance with GAAP, such disposed, abandoned or discontinued operations, as applicable, shall be excluded

from the calculation of Consolidated EBITDA and not given effect in determining Consolidated EBITDA. Any such calculations in accordance

with the prior sentence shall be made in good faith by the chief financial officer, treasurer, chief accounting officer or other Responsible

Officer with financial or accounting responsibility.

“Consolidated

Funded Debt” means, at any date, without duplication, the sum of (a) the outstanding aggregate principal amount of all

Debt of the Borrower and its Subsidiaries of the type described in clauses

(a), (b), (c) (solely to the extent not paid within three (3) Business Days after becoming due and payable), (d) and (e) of the definition thereof (as determined, for

the avoidance of doubt, giving effect to the last sentence thereof).

“Consolidated

Net Funded Debt” means, at any date, (a) Consolidated Funded Debt on such date minus

(b) the aggregate amount of unrestricted cash and cash equivalents of the Borrower and its Subsidiaries that would be shown

on a consolidated balance sheet of the Borrower and its Subsidiaries on such date prepared in accordance with GAAP.

“Consolidated

Net Income” means, with reference to any period, the net income (or loss) of the Borrower and its Subsidiaries calculated

in accordance with GAAP on a consolidated basis (without duplication) for such period; provided,

that, in calculating Consolidated Net Income of the Borrower and its Subsidiaries for any period, there shall be excluded therefrom (to

the extent otherwise included therein), without duplication: (a) the income or loss of any Person accrued prior to the date it became

a Subsidiary of the Borrower, or is merged or consolidated with the Borrower or any of its Subsidiaries, (b) the earnings of any Person

(other than a Subsidiary of the Borrower), but including dividends and similar distributions actually received in cash or cash equivalents

by the Borrower or its Subsidiaries from any such Person, (c) the undistributed earnings of any Subsidiary of the Borrower to the extent

that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of

the Organization Documents or contractual obligations of, or requirements of Law applicable to, such Subsidiary and (d) the cumulative

effect of changes in accounting principles and changes as a result of the adoption or modification or interpretation of accounting policies

during such period to the extent included in Consolidated Net Income.

“Consolidated

Total Assets” means, at any time, the total assets of the Borrower and its Subsidiaries that would be shown on a consolidated

balance sheet of the Borrower and its Subsidiaries as of such time prepared in accordance with GAAP.

“Contribution

Notice” means a contribution notice issued by the UK Pensions Regulator under section 38, section 38C, section 38E or

section 47 of the UK Pensions Act 2004.

“Control”

means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,

whether through the ability to exercise voting power, by contract or otherwise. “Controlled”

has the meaning correlative thereto.

“Corresponding

Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest

payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Covered

Entity” means any of the following:

(i) a

“covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a

“covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a

“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered

Party” has the meaning assigned to it in Section 10.22.

“CPS”

means the Crown Prosecution Service of the United Kingdom (or any successor or replacement body from time to time).

“Credit

Party” means any of the Administrative Agent and the Lenders.

“Criminal

Pension Power” means any action taken under, pursuant to or in connection with section 58A, section 58B, section 58C

or section 58D of the UK Pensions Act 2004.

“Debt”

means, as to any Person at a particular time, without duplication, all of the following, whether or not included as Debt or liabilities

in accordance with GAAP:

(a) all

obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements

or other similar instruments;

(b) all

non-contingent obligations (and, for purposes of Section 8.01(e)

and the definitions of Material Debt and Material Financial Obligations, all contingent obligations) of such Person arising under letters

of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary

course of business);

(d) debt

(excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including debt arising under

conditional sales or other title retention agreements), whether or not such debt shall have been assumed by such Person or is limited

in recourse;

(e) capital

leases (as determined in accordance with the final sentence of this definition);

(f) to

the extent required to be included on the Borrower’s consolidated balance sheet as debt or liabilities in accordance with GAAP,

Synthetic Lease Obligations; and

(g) all

Guarantees of such Person in respect of any of the foregoing.

For

all purposes hereof, the Debt of the Borrower and its Subsidiaries shall include the Debt of any partnership or joint venture (other

than a joint venture that is itself a corporation or limited liability company) in which the Borrower or any Subsidiary of the Borrower

is a general partner or a joint venturer (provided, however, that, for the avoidance

of doubt, as used in this sentence “joint venturer” shall not include a limited partner in a limited partnership), unless

such Debt is expressly made non-recourse to the Borrower or Subsidiary, as applicable. Notwithstanding the foregoing, Debt of the Borrower

and its Subsidiaries will be deemed not to include (i) indemnification, adjustment of purchase price, earnout or similar obligations,

in each case, not past due, (ii) any lease that is or would have been characterized as an operating lease on December 31, 2018 in accordance

with GAAP as in effect on such date, regardless of whether such lease was in effect on such date, and (iii) Debt subject to special mandatory

redemption (or similar) provisions in connection with permitted acquisitions (to the extent that such special mandatory redemption (or

similar) provisions (1) are contingent upon the non-consummation of such acquisitions and (2) remain in effect, and limited to amount

subject to such special mandatory redemption (or similar) provisions) or that is held in escrow or in a segregated account pending the

consummation of a specified permitted transaction.

“Debt

Incurrence” means the incurrence of any Debt for borrowed money by the Borrower or any of its Subsidiaries after the

date hereof, whether from the issuance and sale of any Firecracker Senior Notes or any other debt securities (including any debt securities

convertible or exchangeable into equity securities or hybrid debt-equity securities) or the incurrence of any other Debt for borrowed

money, other than (i) Borrowings of the Loans hereunder, (ii) borrowings under the Existing Receivables Facility or any extension or

refinancing thereof, or any commitment increase thereunder (unless the stated purpose of any such commitment increase is to finance the

Firecracker Acquisition), (iii) revolving credit borrowings under the Existing Credit Agreement or any extension or refinancing thereof,

or any commitment increase thereunder (unless the stated purpose of any such commitment increase is to finance the Firecracker Acquisition),

provided that the aggregate principal amount of commitments and

indebtedness outstanding thereunder (determined without duplication) does not exceed the committed amount (plus interest owing thereon

and fees, premiums and expenses related to such refinancing) under the Existing Credit Agreement as in effect on the date hereof (as

such committed amount may be increased pursuant to the incremental facility provisions set forth in the Existing Credit Agreement as

in effect on the date hereof), (iv) intercompany indebtedness among the Borrower and/or its Subsidiaries, (v) capital leases,

letters of credit, foreign subsidiary working capital facilities, purchase money and equipment financings or other similar obligations

or refinancings of the foregoing with indebtedness of the same or similar form, in each case, incurred in the ordinary course of business,

(vi) issuances of commercial paper, (vii) any indebtedness of the Firecracker Acquired Business permitted to be incurred by the Firecracker

Acquired Business after the date hereof but prior to the Funding Date, or permitted to remain outstanding on the Funding Date, in each

case, under the Firecracker Acquisition Agreement, (viii) indebtedness of the Borrower or any of its Subsidiaries incurred to refinance

any senior notes of the Borrower or its Subsidiaries outstanding on the date hereof, to the extent so refinanced within 12 months of

the stated final maturity thereof, in an aggregate principal amount not to exceed the principal amount so refinanced (plus interest owing

thereon and fees, premiums and expenses relating to such refinancing) and (ix) other Debt (other than Debt incurred to finance

the Firecracker Refinancing) in an aggregate principal amount not exceeding $150,000,000. For purposes of this definition, “Debt”

is defined without giving effect to clause (iii) of the definition thereof.

“Debtor

Relief Laws” means the Bankruptcy Code of the United States, the UK Insolvency Act, the UK Enterprise Act 1986, the

UK Corporate Insolvency and Governance Act 2020 and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of

creditors, moratorium, rearrangement, receivership, insolvency, reorganization, scheme of arrangement, restructuring, restructuring plan

or similar debtor relief Laws of the United States, the United Kingdom or other applicable jurisdictions from time to time in effect

and affecting the rights of creditors generally.

“Default”

means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both,

would be an Event of Default.

“Default

Rate” means an interest rate equal to (a) the Base Rate plus

(b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2% per annum; provided, however,

that with respect to a Term Benchmark Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable

Rate) otherwise applicable to such Loan plus 2% per annum, in

each case to the fullest extent permitted by applicable Laws.

“Default

Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§

252.81, 47.2 or 382.1, as applicable.

“Defaulting

Lender” means any Lender that (a) has failed, within two (2) Business Days of the date required to be funded or paid,

to (i) fund any portion of its Loans unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure

is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions

precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied or (ii) pay

over to any Credit Party any other amount required to be paid by it hereunder, (b) has notified the Borrower or any Credit Party in writing,

or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this

Agreement (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that

such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent,

together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c)

has failed, within three Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from

an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund

prospective Loans under this Agreement, provided that such Lender

shall cease to be a Defaulting Lender pursuant to this clause (c)

upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or

(d) has become the subject of a Bankruptcy Event or become the subject of a Bail- In Action.

used in this definition, the term “Bankruptcy Event” means, with respect to any Person, such Person becomes the subject

of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit

of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith

determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence

in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result

solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority

or instrumentality thereof if, and only if, such ownership interest does not result in or provide such Person with immunity from the

jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such

Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made

by such Person.

“Dollar”

and “$” mean lawful money of the United States.

“Dollar

Equivalent” means, for any amount, at the time of determination thereof, (a) if such amount is expressed in Dollars,

such amount and (b) if such amount is denominated in any other currency, the equivalent of such amount in dollars as determined by the

Administrative Agent using any method of determination it deems appropriate in its sole discretion.

“EEA

Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which

is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of

an institution described in clause (a) of this definition, or

(c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause

(a) or (b) of this definition and is subject to consolidated

supervision with its parent.

“EEA

Member Country” means any of the member states of the European Union, Iceland, Liechtenstein and Norway.

“EEA

Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority

of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective

Date” means the date on which the conditions specified in Section 4.01 are satisfied, which date is August 11, 2026.

“Electronic

Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record

and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

“Eligible

Assignee” has the meaning specified in Section 10.07(h).

“Environmental

Laws” means any and all federal, state, local, and foreign statutes, Laws, regulations, ordinances, rules, judgments,

orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution, the

protection of the environment and human health and safety (to the extent relating to exposure to hazardous substances), or the release

of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste

or public systems.

“Environmental

Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental

remediation, fines, penalties or indemnities) directly or indirectly resulting from or based upon (a) violation of any Environmental

Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Substances, (c) exposure to any

Hazardous Substances, (d) the release or threatened release of any Hazardous Substances into the environment or (e) any contract, agreement

or other consensual arrangement to the extent liability is assumed or imposed with respect to any of the foregoing.

“Equity

Issuance” means the issuance and sale of any ordinary shares or other equity securities by the Borrower (including,

to the extent not duplicative of any Debt Incurrence, any securities convertible or exchangeable into or exercisable for equity securities

or other equity-linked securities), other than (i) issuances pursuant to employee stock plans, compensation plans or other benefit

or employee or director incentive arrangements (including, for the avoidance of doubt, employee and director 401(k) plans) or upon

the exercise of options to purchase such securities, (ii) equity securities issued or transferred directly (and not constituting

cash proceeds of any issuance of such equity securities) as consideration in connection with any acquisition (including the Firecracker

Acquisition) or (iii) issuances of directors’ qualifying shares and/or other nominal amounts as required under applicable law.

“ERISA”

means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA

Group” means the Borrower, any Subsidiary and all members of a controlled group of corporations and all trades or businesses

(whether or not incorporated) under common control which, together with the Borrower or any Subsidiary,

are treated as a single employer under Section 414 of the Code.

“EU

Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or

any successor person), as in effect from time to time.

“Event

of Default” means any of the events described in Section

8.01.

“Excluded

Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted

from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits

Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or,

in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision

thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable

to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment or otherwise under a Loan Document

pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment or becomes a party

hereunder (other than pursuant to an assignment request by the Borrower under Section

10.16(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section

3.01, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender

became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s

failure to comply with Section 3.01(g), (d) any U.S. federal withholding

Taxes imposed under FATCA, and (e) VAT, which for the avoidance of doubt, shall be dealt with under Section

3.01(i).

“Existing

Credit Agreement” means that certain Revolving Credit Agreement, dated as of April 2, 2025, among the Borrower, as the

borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A.,

as administrative agent, as in effect on the date hereof.

“Existing

Receivables Facility” means that certain Receivables Purchase Agreement, dated as of July 31, 2013 (as amended from

time to time), among Ferguson Receivables, LLC, as seller, Ferguson Enterprises, LLC, as servicer, the originators, the conduit purchasers,

committed purchasers, letters of credit banks and facility agents from time to time party each thereto, Royal Bank of Canada, as administrative

agent, and Ferguson Enterprises Inc., as parent.

“FATCA”

means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively

comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any

agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted

pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the

Code.

“Federal

Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions

by depositary institutions, as determined in such manner as shall be set forth on the NYFRB’s Website from time to time, and published

on the next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if the Federal Funds Effective Rate as so determined would be less than 0.00%, such rate shall be deemed to be 0.00%

for the purposes of this Agreement.

“Fee

Letters” mean, collectively, (i) that certain Arranger Fee Letter, dated as of July 10, 2026, among the Borrower and

JPMorgan Chase Bank, N.A. and (ii) that certain Administrative Agent Fee Letter, dated as of July 10, 2026, among the Borrower and JPMorgan

Chase Bank, N.A.

“Financial

Support Direction” means a financial support direction issued by the UK Pensions Regulator under section 43 of the UK

Pensions Act 2004.

“Firecracker

Acquired Business” means the Firecracker Target and its subsidiaries.

“Firecracker

Acquired Business Representations” means such representations and warranties made by or with respect to the Firecracker

Acquired Business in the Firecracker Acquisition Agreement as are material to the interests of the Arranger and the Lenders (in their

respective capacities as such), but only to the extent that the Borrower or its Affiliates (x) have the right to not consummate the Firecracker

Acquisition (taking into account any applicable cure provisions) or to terminate their respective obligations or (y) otherwise do not

have an obligation to close, in each case, under the Firecracker Acquisition Agreement as a result of a failure of such representations

and warranties in the Firecracker Acquisition Agreement to be true and correct.

“Firecracker

Acquisition” means the Borrower’s direct or indirect acquisition of all of the outstanding equity interests of

the Firecracker Target in the manner contemplated by the Firecracker Acquisition Agreement.

“Firecracker

Acquisition Agreement” means that certain Stock Purchase Agreement, dated as of July 10, 2026, by and among Ferguson

Enterprises, LLC, a Virginia limited liability company, as purchaser, FWI Holdings, L.P., a Delaware limited partnership, as seller,

and FWI Holdings, Inc., a Delaware corporation, as holdings.

“Firecracker

Refinancing” means the repayment in full of all principal, premium, if any, interest, fees and other amounts due, outstanding

or accrued under, the termination of all commitments to extend credit under, and the discharge, termination and release of any security

interests and guarantees in connection with (i) that certain Amended and Restated ABL Credit and Guarantee Agreement, dated January 20,

2023, by and among, inter alia, S-I Intermediate Holdings, Inc.,

a Delaware corporation (“S-I Intermediate”), as holdings,

FloWorks International LLC, a Delaware limited liability company (“FloWorks”),

as parent borrower, the other borrowers from time to time party thereto, the lenders from time to time party thereto and Wells Fargo

Bank, National Association, as administrative agent, collateral agent, lead arranger and bookrunner (as amended from time to time prior

to the date hereof) and (ii) that certain Credit Agreement, dated November 26, 2024, by and among, inter

alia, FloWorks, as borrower, S-I Intermediate, as holdings, the lenders from time to time party thereto and OHA Agency LLC,

as administrative agent and collateral agent.

“Firecracker

Specified Representations” means the representations and warranties of the Borrower set forth in Section

5.01, Section 5.02(a), Section

5.02(c) (as it relates to the execution, delivery and performance by the Obligors of, and the creation of guarantees under,

this Agreement with the organizational documents of the Obligors, the Existing Credit Agreement or any agreements or instruments pursuant

to which the Obligors have Debt in a committed or outstanding principal amount in excess of $150,000,000), 5.03,

Section 5.10, Section

5.12(e) (with respect to the USA PATRIOT

Act), Section 5.16 and Section

5.20. For purposes of this definition, “Debt” is defined without giving effect to clause (iii) of the definition

thereof.

“Firecracker

Target” means FWI Holdings, Inc., a Delaware corporation.

“Fitch”

means Fitch Ratings, Inc. or any successor to its rating agency business.

“Floor”

means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification,

amendment or renewal of this Agreement or otherwise) with respect to the Term SOFR Rate. For the avoidance of doubt, the initial Floor

for each of Term SOFR Rate shall be 0.00%.

“Foreign

Guarantor” means Ferguson UK Holdings Limited and any other Guarantor that is not organized under the Laws of the United

States, any state thereof or the District of Columbia.

“Foreign

Lender” means a Lender that is not a U.S. Person.

“FRB”

means the Board of Governors of the Federal Reserve System of the United States.

“Fund”

has the meaning specified in Section 10.07(h).

“Funding

Date” means the first date on which the conditions specified in Section

4.02 are satisfied.

“GAAP”

means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles

Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards

Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are

applicable to the circumstances as of the date of determination, consistently applied.

“Governmental

Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority,

instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial,

taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as

the European Union or the European Central Bank).

“Granting

Lender” has the meaning specified in Section 10.07(i).

“Group

Members” means, collectively, the Borrower and its Subsidiaries, and “Group

Member” means any of the foregoing.

“Guarantee”

means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of

guaranteeing any Debt or other obligation payable by another Person (the “primary

obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect,

(i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation, (ii) to purchase or

lease property, securities or services for the purpose of assuring the obligee in respect of such Debt or other obligation of the payment

or performance of such Debt or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition

or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Debt or other obligation,

or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Debt or other obligation of the payment

or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets

of such Person securing any Debt or other obligation of any other Person, whether or not such Debt or other obligation is assumed by

such Person. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary

obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably

anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee”

and “Guaranteed” as verbs have corresponding meanings.

“Guarantee

Limitations” means, with respect to any Guarantor incorporated under the laws of England and Wales, the guarantee limitations

set forth in Section 11.06, and with respect to any other Foreign

Guarantor, limitations on the Guarantee hereof for the relevant jurisdiction of incorporation or organization of the applicable Foreign

Guarantor, as reasonably agreed by the Administrative Agent.

“Guarantor”

means, initially Ferguson UK Holdings Limited, and, thereafter, any Subsidiary of the Borrower that executes and delivers a joinder to

this Agreement from time to time pursuant to Section 6.12, unless

any such Subsidiary (including Ferguson UK Holdings Limited) has ceased to be a Guarantor pursuant to the terms hereof.

“Hazardous

Substances” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or

pollutants, including petroleum or petroleum distillates, per- and polyfluoroalkyl substances, asbestos or asbestos-containing materials,

polychlorinated biphenyls, radon gas and all other substances or wastes of any nature regulated pursuant to any Environmental Law due

to their hazardous or dangerous or other similar properties or characteristics.

“Indemnified

Liabilities” has the meaning set forth in Section 10.05.

“Indemnified

Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of

any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitees”

has the meaning set forth in Section 10.05.

“Index

Debt” means senior, unsecured, long-term indebtedness for borrowed money of the Borrower that is not guaranteed by any

Person other than a Guarantor or subject to any other credit enhancement.

“Information”

has the meaning set forth in Section 10.08.

“Interest

Payment Date” means (a) with respect to any Base Rate Loan, the last day of each March, June, September and

December and the Maturity Date and (b) with respect to any Term Benchmark Loan, the last day of each Interest Period applicable

to the Borrowing of which such Loan is a part and, in the case of a Term Benchmark Loan with an Interest Period of more than three months’

duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first

day of such Interest Period, and the Maturity Date.

“Interest

Period” means, with respect to any Term Benchmark Loan denominated in Dollars, the period commencing on the date of

such Borrowing and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter (in

each case, subject to the availability for the Benchmark applicable to the relevant Loan or Commitment for Dollars), as the Borrower

may elect; provided, that (i) if any Interest Period would

end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding

Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day,

(ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically

corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of

such Interest Period and (iii) no tenor that has been removed from this definition pursuant to Section

3.03 shall be available for specification in such Loan Notice. For purposes hereof, the date of a Borrowing initially shall

be the date on which such Borrowing is made and, in the case of a Borrowing, thereafter shall be the effective date of the most recent

conversion or continuation of such Borrowing.

“IRS”

means the United States Internal Revenue Service.

“Laws”

means, collectively, all international, foreign, federal, state and local statutes, laws (including common law), treaties, rules, legally

binding guidelines, regulations, orders, ordinances, codes and administrative or judicial precedents or authorities, including the legal

binding interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration

thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements

with, any Governmental Authority.

“Legal

Reservations” means, in respect of any Foreign Guarantor (a) the principle that certain remedies (including equitable

remedies and remedies that are analogous to equitable remedies in the applicable jurisdiction) may be granted or refused at the discretion

of the court, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganization, court schemes, moratoria,

administration, examinership and other laws generally affecting the rights of creditors and secured creditors and similar principles

or limitations under the laws of any applicable jurisdiction, (b) the time barring of claims under applicable limitation laws and defenses

of acquiescence, set-off or counterclaim and the possibility that an undertaking to assume liability for or to indemnify a person against

non-payment of stamp duty may be void and defenses of set-off, counterclaim or acquiescence and similar principles or limitations under

the laws of any applicable jurisdiction, (c) the principle that additional or default interest imposed pursuant to any relevant agreement

may be held to be unenforceable on the grounds that it is a penalty and thus void, (d) the principle that a court may not give effect

to an indemnity for legal costs incurred by an unsuccessful litigant, (e) the principles of private and procedural laws of the relevant

jurisdiction which affect the enforcement of a foreign court judgment, (f) similar principles, rights and defenses under the laws of

any relevant jurisdiction and (g) any other matters which are set out as qualifications or reservations (however described) in any legal

opinion delivered pursuant to the Loan Documents.

“Lender”

has the meaning specified in the introductory paragraph hereto.

“Lending

Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative

Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“Lien”

means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference,

priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other

title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing).

“Loan”

means the loans made by the Lenders to the Borrower pursuant to this Agreement.

“Loan

Documents” means, collectively, (i) this Agreement, (ii) each Note, (iii) the Fee Letters, and (iv) any other document

executed and delivered by either Obligor that is expressly designated as a Loan Document by its terms.

“Loan

Notice” means a notice of (a) a Borrowing of Loans, (b) a conversion of Loans from one Type to the other, or (c) a continuation

of Term Benchmark Loans, pursuant to Section 2.02(a), which shall

be substantially in the form of Exhibit A.

“Master

Agreement” has the meaning set forth in the definition of Swap Contract.

“Material

Adverse Effect” means a material adverse effect on the business, assets, liabilities (actual or contingent), operations

or financial condition of the Borrower and its Subsidiaries, taken as a whole.

“Material

Debt” means Debt (other than (i) Non-Recourse Debt, (ii) the Loans, and (iii) intercompany indebtedness) of the Borrower

and one or more Material Subsidiaries, arising in one or more related or unrelated transactions, in an aggregate principal or face amount

exceeding $150,000,000.

“Material

Financial Obligations” means (i) a principal or face amount of Debt (other than (i) Non-Recourse Debt, (ii) the Loans,

and (iii) intercompany indebtedness) or (ii) payment or collateralization obligations in respect of Swap Contracts, in either case, exceeding

in the aggregate $150,000,000.

“Material

Subsidiary” means any Subsidiary of the Borrower whose (i) net assets comprise more than 10% of the consolidated net

assets of the Borrower and its Subsidiaries, taken as a whole, or (ii) earnings before interest, Tax, depreciation and amortization represents

more than 10% of Consolidated EBITDA of the Borrower and its Subsidiaries, taken as a whole, in each case, calculated by reference to

the latest audited consolidated financial statements of the Borrower and the latest unaudited financial statements of such Subsidiary

(on an unconsolidated basis, in the case such Subsidiary itself has any Subsidiaries).

“Maturity

Date” means the date that is 364 days after the Funding Date.

“Moody’s”

means Moody’s Investors Service, Inc. and any successor thereto.

“Multiemployer

Plan” means, at any time, an employee pension benefit plan within the meaning of Section 4001(a)(3) of ERISA to which

any member of the ERISA Group is then making or accruing an obligation to make contributions, or has within the preceding five plan years

made contributions, including for these purposes any Person which ceased to be a member of the ERISA Group during such five year period.

“Multiple

Employer Plan” means a Plan which has two or more contributing sponsors (including the Borrower or any Person in the

ERISA Group) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“Net

Cash Proceeds” means:

(a) with respect to any Debt Incurrence, the excess of (i) cash actually received by the Borrower or

any of its Subsidiaries in connection therewith (or for purposes of mandatory reductions of commitments under Section

2.06(c), received into escrow) over (ii) the underwriting or issuance discounts, commissions, fees and other reasonable

expenses incurred by the Borrower or any of its subsidiaries in connection therewith;

(b) with respect to any Equity Issuance, the excess of (i) the cash actually received by the Borrower

in connection therewith over (ii) the underwriting or issuance discounts, commissions, fees and other reasonable expenses incurred

by the Borrower in connection therewith; and

by the Borrower or its Subsidiaries in connection therewith (including any cash received by way of deferred payment pursuant to, or by

monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) payments made to

retire any purchase money or similar indebtedness that is secured by such asset and that is required to be repaid in connection with

the sale or other disposition thereof, (B) the reasonable fees, costs and expenses incurred by the Borrower or any of its Subsidiaries

in connection therewith (including attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance

premiums, and related search and recording charges, other customary expenses and brokerage, consultant and other customary fees actually

incurred in connection therewith), (C) taxes reasonably estimated to be payable in connection with such transaction (including sales,

use and other transfer taxes, deed or mortgage recording taxes, and withholdings) and (D) the amount of reserves established by

the Borrower or any of its subsidiaries in good faith and pursuant to commercially reasonable practices for adjustment in respect of

the sale price of such property or assets in accordance with applicable generally accepted accounting principles, provided that if the amount of such reserves exceeds the required amount thereof, then such excess, upon the determination thereof,

shall then constitute Net Cash Proceeds.

Notwithstanding

the foregoing, “Net Cash Proceeds” shall not include cash received by the Borrower or any of its Subsidiaries from the Borrower

or any of its Subsidiaries solely in connection with any internal reorganization.

“Non-Consenting

Lender” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of each

Lender or all affected Lenders in accordance with the terms of Section 10.01 and (ii) has been approved by the Required Lenders.

“non-Defaulting

Lender” means any Lender that is not a Defaulting Lender. “non-Defaulting

Lenders” has the meaning correlative thereto.

“Non-Recourse

Debt” of any Person means Debt secured by a Lien on one or more assets of such Person, where the rights and remedies of the

holder of such Debt in respect of such Debt do not extend to any other assets of such Person and, if such Person is organized under the

laws of or doing business in the United States or any political subdivision thereof or therein, as

to which such holder has effectively waived (or subordinated in favor of the Lenders) such holder’s right to make the election

provided under 11 U.S.C. § 1111(b)(1)(A).

“Note”

means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form of

Exhibit B.

“Notifiable

Event” means an event that is or would be notifiable to the UK Pensions Regulator under section 69 or section 69A of

the United Kingdom Pensions Act 2004 and associated regulations had it occurred as at the date of this Agreement.

“NYFRB”

means the Federal Reserve Bank of New York.

“NYFRB

Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight

Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate

for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of

recognized standing selected by it; provided, further,

that if any of the aforesaid rates as so determined would be less than 0.00%, such rate shall be deemed to be 0.00% for purposes of this

Agreement.

“NYFRB’s

Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.

“Obligations”

means all advances to, and debts, liabilities, obligations, covenants and duties of, any Obligor arising under any Loan Document or otherwise

with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become

due, now existing or hereafter arising and including reimbursement obligations, fees, indemnities, costs and expenses and interest and

fees that accrue after the commencement by or against any Obligor of any proceeding under any Debtor Relief Laws naming such Person as

the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“Obligor

Materials” has the meaning specified in Section 6.01(h).

“Obligors”

means, collectively, the Borrower and each Guarantor, if any, that has guaranteed the Obligations, and “Obligor”

means each of the foregoing.

“Organization

Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or

equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability

company, the certificate or articles of formation or organization and operating agreement (or equivalent) or memorandum and articles

of association and trading certificate (to the extent such limited liability company is a public company); and (c) with respect to any

partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation

or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization

with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or

articles of formation or organization of such entity.

“Other

Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection

between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered,

become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged

in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other

Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that

arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection

of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes

imposed with respect to an assignment (other than an assignment made pursuant to Section

10.16(b)).

“Overnight

Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions

denominated in Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the

NYFRB as set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as

an overnight bank funding rate.

“Participant”

has the meaning specified in Section 10.07(d).

“Participant

“PBGC”

means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“Pension

Act” means the Pension Protection Act of 2006.

“Pension

Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment

payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act,

Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431,

432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“Pension

Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained

or is contributed to by the Borrower and any Person in the ERISA Group and is either covered by Title IV of ERISA or is subject to the

minimum funding standards under Section 412 of the Code.

“Permitted

Encumbrances” means:

(a) Liens

(other than Liens imposed under ERISA) for Taxes, assessments or governmental charges or levies not past due or which are being contested

in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable

Person in accordance with GAAP;

(b) Liens

(i) in connection with workers’ compensation, unemployment insurance or other social security, retirement benefits, old age pension,

public liability obligations or similar legislation, and deposits securing liabilities to insurance carriers under insurance arrangements

in respect of such obligations, in each case, in the ordinary course of business, or (ii) to secure (or secure the Lien securing) liability

for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the

benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any Subsidiary, in each case, which

are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained

in accordance with GAAP;

imposed by operation of law, such as carriers’, warehousemen’s, materialmen’s, repairmen’s, operators’,

and mechanics’ liens and other similar liens, in each case, arising in the ordinary course of business, which secure payment of

obligations which are not delinquent or which are being contested in good faith by appropriate proceedings, if adequate reserves with

respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(d) Liens

or deposits to secure the performance of bids, trade contracts, governmental contracts, tenders, statutory bonds, leases, statutory obligations,

surety, stay, appeal and replevin bonds, performance bonds, indemnity bonds, bonds to secure the payment of excise Taxes or customs duties

in connection with the sale or importation of goods and other obligations of a like nature (including those to secure health, safety

and environmental obligations), in each case in the ordinary course of business;

(e) Liens

arising solely by virtue of any statutory or common law or contractual provision relating to banker’s liens, rights of set-off

or similar rights and remedies and burdening only deposit accounts or other funds maintained with a creditor depository institution;

(f) judgment

and attachment Liens not giving rise to an Event of Default;

(g) purported

Liens evidenced by the filing of Uniform Commercial Code financing statements solely as a precautionary measure in connection with operating

leases;

(h) Liens

on cash earnest money deposited pursuant to the terms of an agreement to acquire assets used in, or Persons engaged in, the line of business

of the Borrower and its Subsidiaries (or any Similar Business), as permitted by this Agreement;

(i) any

rights by way of reservation or retention of title which are required by the supplier of any property in the normal course of such supplier’s

business;

(j) any

interest or title of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s, sublessor’s, licensor’s

or sublicensor’s interest under any lease, sublease, license or sublicense permitted by this Agreement;

(k) licenses

of intellectual property, none of which, in the aggregate, materially impair the operation of the business of the Borrower or any Subsidiary;

(l) easements,

restrictions (including zoning restrictions), rights-of-way, covenants, licenses, encroachments, protrusions and similar encumbrances

and minor title defects affecting real property imposed by law or arising in the ordinary course of business that do not secure any monetary

obligations and do not materially interfere with the ordinary conduct of business of the Borrower or any Subsidiary;

(m) Liens

in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation

of goods in the ordinary course of business so long as such Liens only cover the related goods; and

(n) Liens

solely on any cash earnest money deposits or escrow arrangements made by the Borrower or any Subsidiary in connection with any letter

of intent or purchase agreement relating to any acquisition of property permitted hereunder.

“Person”

means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental

Authority or other entity.

“Plan”

means at any time an employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject

to the minimum funding standards under Section 412 of the Internal Revenue code and either (i) is maintained, or contributed to, by any

member of the ERISA Group for employees of any member of the ERISA Group or (ii) has at any time within the preceding five years been

maintained, or contributed to, by any Person which was at such time a member of the ERISA Group for employees of any Person which was

at such time a member of the ERISA Group.

“Platform”

has the meaning set forth in Section 6.01(h).

“Prepayment

Asset Sale” means the sale or other disposition of any property or assets of the Borrower or any of its Subsidiaries

(including any sale and leaseback transaction, any sales or issuances of equity interests in any subsidiary of the Borrower, and proceeds

of any casualty loss or damage to, or any condemnation of, any property or asset of the Borrower or any of its Subsidiaries) outside

the ordinary course of business, other than (i) sales, issuances and other dispositions between or among the Borrower and its Subsidiaries

and (ii) sales and other dispositions the Net Cash Proceeds of which do not exceed $150,000,000 in any transaction or series of

related transactions.

“Prime

Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S.

or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board

in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate

is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the

Federal Reserve Board (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including

the date such change is publicly announced or quoted as being effective.

“Pro

Rata Share” means, at any time, with respect to each Lender’s Commitment, a fraction (expressed as a percentage,

carried out to the ninth decimal place), the numerator of which is such Lender’s outstanding Commitment at such time and the denominator

of which is the aggregate Commitments at such time. If the Commitment of each Lender to make Loans has been terminated or if the Commitments

have expired, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior

to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof. The initial Pro Rata Share

with respect to each Lender’s Commitment is set forth opposite the name of such Lender on Schedule

2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“PTE”

means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time

to time.

“QFC”

has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C.

5390(c)(8)(D).

“QFC

Credit Support” has the meaning assigned to it in Section

10.22.

“Qualifying

Loan Facility” means any credit facility (including any tranche of any credit facility) that is entered into by the

Borrower or any of its Subsidiaries for the stated purpose of providing financing for the payment of consideration for the Firecracker

Acquisition, the Firecracker Refinancing, or any portion thereof, provided that the definitive credit or similar agreement with respect thereto has become effective and the conditions precedent to

funding thereunder are no less favorable to the borrower thereunder or are more favorable to the borrower than the conditions set forth

in Section 4.02 (as reasonably determined by the Borrower upon

entry into such agreement).

“Recipient”

means (a) the Administrative Agent and (b) any Lender, as applicable.

“Reference

Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the Term SOFR Rate, 5:00

a.m. (Chicago time) on the day that is two U.S. Government Securities Business Days preceding the date of such setting or (2) otherwise,

the time determined by the Administrative Agent in its reasonable discretion.

“Register”

has the meaning set forth in Section 10.07(c).

“Regulatory

Authority” has the meaning set forth in Section 10.08.

“Related

Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees,

agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Relevant

Governmental Body” means with respect to a Benchmark Replacement in respect of Loans denominated in Dollars, the Federal

Reserve Board and/or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each

case, any successor thereto or any successor thereto.

“Relevant

Rate” means with respect to any Term Benchmark Loan denominated in Dollars, the Term SOFR Rate.

“Relevant

Screen Rate” means with respect to any Term Benchmark Loan denominated in Dollars, the Term SOFR Reference Rate.

“Reportable

Compliance Event” means that the Borrower, any of its Subsidiaries, or, to the knowledge of the Borrower, any Senior

Officer or director of the Borrower or any of its Subsidiaries becomes a Sanctioned Person, or is charged by indictment, criminal complaint

or similar charging instrument, arraigned, or custodially detained in connection with any Anti-Terrorism Law or any predicate crime to

any Anti-Terrorism Law, or has knowledge of facts or circumstances to the effect that it is reasonably likely that any aspect of its

operations is in actual or probable violation of any Anti-Terrorism Law.

“Reportable

ERISA Event” means, with respect to any Plan, any of the events set forth in Section 4043(c) of ERISA or the regulations

issued thereunder, other than events for which the thirty (30) day notice period to the PBGC has been waived.

“Required

Lenders” means, as of any date of determination, Lenders having greater than 50% of the Commitments or, if the Commitments

shall have been terminated, Lenders holding in the aggregate greater than 50% of the Loans.

“Resolution

Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible

Officer” means the chief executive officer, president, executive vice president, senior vice president, chief financial

officer, director, secretary, treasurer or assistant treasurer of an Obligor. Any document delivered hereunder that is signed by a Responsible

Officer of an Obligor shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action

on the part of such Obligor and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Obligor.

“S&P”

means S&P Global Ratings, a division of S&P Global Inc., and any successor thereto.

“Sanctioned

Country” means a country, region or territory that is the subject of comprehensive Sanctions (at present, Cuba, Iran,

North Korea, the Crimea and non-government controlled areas of the Kherson and Zaporizhzhia regions of Ukraine, the so-called Donetsk

People’s Republic and the so-called Luhansk People’s Republic).

“Sanctioned

Person” means any individual person, group, regime, entity or thing that is subject of any Sanctions or is listed or

otherwise officially identified as, or 50% or more owned or controlled by, a specially designated, prohibited, sanctioned or debarred

person, group, regime, entity or thing, or subject to any limitations or prohibitions (including but not limited to the blocking of property

or rejection of transactions), under any Sanctions.

“Sanctions”

means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government,

including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of

State, (b) the United Nations Security Council, the Australian Sanctions Office, the European Union or the United Kingdom or (c) the

respective governmental institutions and agencies of any of the foregoing.

“SEC”

means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Senior

Officer” means the chief executive officer, president, senior vice president, chief financial officer or treasurer of

the Borrower or any of its Subsidiaries.

“Significant

Guaranteed Debt” means any Debt of the Borrower in an aggregate principal or committed amount equal to or greater than

$150,000,000.

“Similar

Business” means any business, the majority of whose revenues are derived from (a) business or activities conducted by

the Borrower and its Subsidiaries on the Funding Date; (b) any business that is a natural outgrowth or reasonable extension, development

or expansion of any such business or any business similar, reasonably related, incidental, complementary or ancillary to any of the foregoing;

or (c) any business that in the Borrower’s good faith business judgment constitutes a reasonable diversification of businesses

conducted by the Borrower and its Subsidiaries.

“SOFR”

means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR

Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).

“Solvent”

means, as to any Person as of any date of determination, that on such date (a) the fair value of the property of such Person is greater

than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of such Person

is not less than the amount that will be required to pay the probable liability of such Person on its debts, including contingent debts,

as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities,

including contingent debts and liabilities, beyond such Person’s ability to pay such debts and liabilities as they mature, (d)

such Person will be able generally to pay its debts and liabilities, subordinated, contingent and otherwise, as they become absolute

and matured, (e) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction,

for which such Person’s property would constitute an unreasonably small capital and (f) without limiting the foregoing, with respect

to any Person incorporated in the United Kingdom, such Person (1) is able to pay its debts as they fall due; (2) by reason of financial

difficulties, has not commenced negotiations with one or more of its creditors (excluding any Lenders in their capacity as such) with

a view to the general readjustment or rescheduling of its indebtedness or has not made a general assignment for the benefit of or a composition

with its creditors. The amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts

and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Solvency” has the meaning correlative thereto.

“SPC”

has the meaning specified in Section 10.07(i).

“Subsidiary”

of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of

the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other

than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned,

or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.

Unless otherwise specified, all references herein or in any other Loan Document to a “Subsidiary” or to “Subsidiaries”

shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Swap

Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions,

commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond

index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign

exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap

transactions, currency options, spot contracts, futures contracts traded on or subject to the rules of a designated contract market,

or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing),

whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind,

and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published

by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, any North American

Energy Standard Board Master Agreement, or any other master agreement (any such master agreement, together with any related schedules,

a “Master Agreement”), including any such obligations

or liabilities under any Master Agreement.

“Synthetic

Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or Tax

retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet

of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person

(without regard to accounting treatment).

“Taxes”

means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees

or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term

Benchmark” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such

Borrowing, are bearing interest at a rate determined by reference to the Term SOFR Rate.

“Term

Benchmark Loan” means a Loan that bears interest based on the Term Benchmark.

“Term

Loan Credit Agreement” means that certain $900,000,000 Term Loan Credit Agreement, dated as of the date hereof, among

the Borrower, as borrower, each guarantor from time to time party thereto, each lender from time to time party thereto and JPMorgan Chase

Bank, N.A., as administrative agent.

“Term

SOFR Rate” means, with respect to any Term Benchmark Loan denominated in Dollars and for any tenor comparable to the

applicable Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business

Days prior to the commencement of such tenor comparable to the applicable Interest Period, as such rate is published by the CME Term

SOFR Administrator; provided that if the Term SOFR Rate as so

determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Term

SOFR Reference Rate” means, for any day and time (such day, the “Term

SOFR Determination Day”), with respect to any Term Benchmark Loan denominated in Dollars and for any tenor comparable

to the applicable Interest Period, the rate per annum published by the CME Term SOFR Administrator and identified by the Administrative

Agent as the forward-looking term rate based on SOFR. If by 5:00 pm (New York City time) on such Term SOFR Determination Day, the “Term

SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement

Date with respect to the Term SOFR Rate has not occurred, then, so long as such day is otherwise a U.S. Government Securities Business

Day, the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of

the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR

Administrator, so long as such first preceding U.S. Government Securities Business Day is not more than five (5) U.S. Government Securities

Business Days prior to such Term SOFR Determination Day.

“Threshold

Acquisition” means any acquisition of property or series of related acquisitions of property that involves the payment

of consideration by the Borrower and its Subsidiaries and any assumption of liabilities and Debt in excess of $250,000,000.

“Transactions”

means (i) the Firecracker Acquisition, (ii) the Borrower obtaining $1,600,000,000 of gross proceeds from a combination of (x) the borrowing

of funds under the Term Loan Credit Agreement, (y) the issuance and sale by the Borrower, at, before or after the time the Firecracker

Acquisition is consummated, of senior unsecured notes (the “Firecracker

Senior Notes”) pursuant to a registered public offering or a Rule 144A or other private placement and/or (z) the borrowings

of the Loans hereunder, (iii) the Borrower’s making of the payments described in Section

6.07 and (iv) the transactions related to the foregoing.

“Type”

means, with respect to a Loan, its character as a Base Rate Loan or a Term Benchmark Loan.

“UK

DB Plan” means the Wolseley Group Retirement Benefits Plan, currently governed by a trust deed and rules dated September

13, 2011, as amended from time to time.

“UK

Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time

to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as

amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions

and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK

Insolvency Act” means the Insolvency Act 1986 enacted in the United Kingdom, as such act may be amended, varied, supplemented

or replaced from time to time.

“UK

Pensions Regulator” means the body corporate called the “Pensions Regulator” established under Part 1 of

the United Kingdom Pensions Act 2004 (or any successor or replacement body from time to time).

“UK

Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for

the resolution of any UK Financial Institution.

“Unadjusted

Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“United

Kingdom” means the United Kingdom of Great Britain and Northern Ireland.

“United

States” and “U.S.” mean the United

States of America.

“USA

PATRIOT Act” has the meaning specified in Section 10.20.

“U.S.

Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities

Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for

purposes of trading in United States government securities.

“U.S.

Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.

“U.S.

Tax Compliance Certificate” has the meaning assigned to such term in Section

3.01(g).

“VAT”

means: (a) any value added tax imposed by the United Kingdom Value Added Tax Act 1994; (b) any tax imposed in compliance with the Council

Directive of 28 November 2006 on the common system of value added tax (EC Directive 2996/112); and (c) any other tax of a similar nature,

whether imposed in the United Kingdom or in a member state of the European Union in substitution for, or levied in addition to, such

tax referred to in clause (a) or (b) above, or imposed elsewhere.

“Withholding

Agent” means the Borrower and the Administrative Agent.

“Write-Down

and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers

of such EEA Resolution Authority from time to time under the Bail- In Legislation for the applicable EEA Member Country, which write-down

and conversion powers are described in the EU Bail-In Legislation Schedule, (b) with respect to the United Kingdom, any powers of the

applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial

Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities

or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had

been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation

that are related to or ancillary to any of those powers and (c) in relation to any other applicable Bail-In Legislation, any powers under

that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial

institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a

liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability

into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have

effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under

that Bail-In Legislation that are related to or ancillary to any of those powers; and any similar or analogous powers under that Bail-In

Legislation.

1.02 Other Interpretive Provisions. With

reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined

terms.

(b) (i) The words “herein,”

“hereto,” “hereof”

and “hereunder” and words of similar import when used

in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(ii) Article,

Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

(iii) The

term “including” is by way of example and not limitation.

(iv) The

term “documents” includes any and all instruments,

documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical

or electronic form.

(v) Any

reference herein to any Person shall be construed to include such Person’s successors and permitted assigns.

“from” means “from

and including”; the words “to” and

“until” each mean “to

but excluding”; and the word “through”

means “to and including.”

(d) Section headings herein and in the other Loan Documents are included for convenience of reference

only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03 Accounting Terms.

(a) All accounting terms not specifically or completely defined herein shall be construed in conformity

with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this

Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner

consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Unless context otherwise requires, any reference in this Agreement to any financial

statements of the Borrower, any “fiscal year”, “four fiscal quarter period” or “fiscal quarter” or

similar phrases shall be construed as a reference to those financial statements or financial periods of the Borrower (including to rely

on financial statements for any applicable “stub” or “transition” period) and any calculations of Consolidated

EBITDA or other accounting terms thereafter shall be calculated on a basis consistent therewith and GAAP shall be applied consistently

therewith.

(b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement

set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders

and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of

such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such

change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents

required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio

or requirement made before and after giving effect to such change in GAAP.

1.04 Rounding.

Any financial ratios required to be maintained by

either Obligor pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying

the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to

the nearest number (with a rounding-up if there is no nearest number).

1.05 References

to Agreements and Laws. Unless

otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents, the Existing

Credit Agreement and the agreements entered into in connection with the Existing Receivables Facility) and other contractual instruments

shall be deemed to include all subsequent amendments, restatements, extensions, supplements, assignments and other modifications thereto,

but only to the extent that such amendments, restatements, extensions, supplements, assignments and other modifications are not prohibited

by any Loan Document; and (b) references to any Law shall

include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

1.06 Times

of Day. Unless otherwise specified, all references

herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

1.07 [Reserved].

1.08 Interest

Rates; Benchmark Notification. The interest

rate on a Loan may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject

of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 3.03 provides a mechanism for determining an

alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability

with respect to, the administration, submission, performance or any other matter related to any interest rate used in this Agreement,

or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the

composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same

value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing

interest rate prior to its discontinuance or unavailability. The Administrative Agent and its affiliates and/or other related entities

may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative

rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower.

The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used

in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement,

and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect,

special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether

at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or

service.

1.09 Divisions.

For all purposes under the Loan Documents, in connection

with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if

any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then

it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence,

such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of its equity interests

at such time.

1.10 Exchange

Rates; Currency Equivalents. Except for purposes

of financial statements delivered by the Borrower hereunder or calculating financial covenants hereunder or except as otherwise provided

herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent

amount as so determined by the Administrative Agent. Notwithstanding anything herein to the contrary, for purposes of determining the

amount of any required Commitment reduction pursuant to Section 2.06(c) or prepayment of Loans pursuant to Section 2.05(b),

the Dollar Equivalent of any Net Cash Proceeds or, in the case of a Qualifying Loan Facility, commitments denominated in a currency other

than Dollars will be determined based on customary exchange rates prevailing at the time of receipt by the Borrower or its Subsidiaries

of such Net Cash Proceeds or such commitments.

1.11 Guarantee Limitations.

Each Guarantee and each other guaranty delivered or to be delivered under this Agreement and any obligation to enter into such document

or obligation by, in each case, any Foreign Guarantor, shall be subject in all respect, in each case to the extent applicable, to the

Guarantee Limitations.

Article

THE COMMITMENTS AND BORROWINGS

2.01 Loans.

During the Availability Period, subject to the terms and conditions set forth herein, each Lender severally agrees to make Loans in Dollars

in a single drawing on the Funding Date in an aggregate principal amount equal to such Lender’s Commitment. Amounts repaid or prepaid

in respect of any Loans may not be reborrowed.

2.02 Borrowings, Conversions and Continuations

of Loans.

(a) Each Borrowing, each conversion

of Loans from one Type to the other, and each continuation of Term Benchmark Loans shall be made upon the Borrower’s delivery to

the Administrative Agent of an irrevocable written

Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, which may be delivered via electronic

mail; provided that, if such Loan Notice is submitted through

an Approved Borrower Portal, the foregoing signature requirement may be waived at the sole discretion of the Administrative Agent.

Each such notice must be received by the Administrative Agent not later than 11:00 a.m. New York City time (i)(A) two Business Days prior

to the requested date of any Borrowing of Term Benchmark Loans and (B) three Business Days (or two Business Days, solely in the case

of any conversion or continuation of Term Benchmark Loans denominated in Dollars at the end of the applicable Interest Period) prior

to the requested date of any conversion to or continuation of Term Benchmark Loans or of any conversion of Term Benchmark Loans denominated

in Dollars to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans. Each Borrowing of, conversion to or

continuation of Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Loan Notice

shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation

of Term Benchmark Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall

be a Business Day), (iii) the currency and principal amount of Loans to be borrowed, converted or continued, (iv) in the case of Borrowings

denominated in Dollars, the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration

of the Interest Period with respect thereto. If no election as to the currency of a Borrowing is specified, then the requested Borrowing

shall be made in Dollars. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Base Rate

Loan made in Dollars. If the Borrower fails to give a timely notice requesting a conversion or continuation of a Term Benchmark Loan,

then the applicable Loans shall be made as or continued as Term Benchmark Loans with a one-month Interest Period. Any such automatic

continuation shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term Benchmark

Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term Benchmark Loans in any such Loan Notice, but fails

to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of

the amount of its Pro Rata Share of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the

Borrower, the Administrative Agent shall notify each Lender of the details of any automatic continuation of a Term Benchmark Loan described

in the preceding subsection. Each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available

funds at the Administrative Agent’s Office not later than 12:00 noon on the Business Day specified in the applicable Loan Notice.

Upon satisfaction of the applicable conditions set forth in Section 4.01,

the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent,

in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower.

the last day of an Interest Period for such Term Benchmark Loan. During the existence of an Event of Default, no Loans may be requested

as, converted to or continued as Term Benchmark Loans without the consent of the Required Lenders.

(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate

applicable to any Interest Period for Term Benchmark Loans upon determination of such interest rate. The determination of the rate for

Term Benchmark Loans by the Administrative Agent shall be conclusive in the absence of manifest error.

(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and

all continuations of Loans as the same Type, there shall not be more than eight Interest Periods in effect with respect to Loans.

2.03 [Reserved].

2.04 [Reserved].

2.05 Prepayments.

(a) Optional Prepayments.

The Borrower may, upon notice to the Administrative Agent (which notice may be submitted through an Approved Borrower Portal), at any

time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. New York City time (A) three Business

Days (or two Business Days, solely in the case of any

prepayment of Term Benchmark Loans denominated in Dollars at the end of the applicable Interest Period) prior to any date of prepayment

of Term Benchmark Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term Benchmark Loans shall be in

a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (iii) any prepayment of Base Rate Loans shall

be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal

amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be

prepaid; provided that, a notice of prepayment of all or any part

of the outstanding Loans may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence

or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked, subject to Section

3.05, by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition

is not satisfied. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of

such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment

and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Term Benchmark

Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section

3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares.

(b) Mandatory Prepayments. Loans

will be required to be prepaid within three (3) Business Days following the receipt of the applicable proceeds, in an aggregate amount

equal to 100% of the Net Cash Proceeds actually received by the Borrower or any of its Subsidiaries from any Debt Incurrence, Equity

Issuance or Prepayment Asset Sale; provided that, solely with

respect to Net Cash Proceeds received in respect of any Prepayment Asset Sale, if the Borrower shall have given written notice to the

Administrative Agent that the Borrower or its Subsidiaries intend to reinvest such Net Cash Proceeds within 180 days of receipt thereof

in long-term assets to be used in the business of the Borrower and/or its subsidiaries, such Net Cash Proceeds (or the portion thereof

specified in such notice) shall not be required to prepay Loans pursuant to this Section

2.05(b), except if such Net Cash Proceeds are not so reinvested by the end of such 180-day period (or, to the extent

committed to be reinvested within such 180-day period, within 270 days of receipt thereof), in which case the portion

thereof not so reinvested shall then be required to prepay Loans pursuant to this Section

2.05(b). The Borrower will deliver to the Administrative Agent, within three (3) Business Days following the receipt of the

applicable proceeds, written notice of any mandatory prepayment required under this Section

2.05(b). Any prepayment of Loans pursuant to this Section 2.05(b) shall be accompanied by (i) accrued interest to the extent required by Section

2.08 and (ii) break funding payments to the extent required by Section

3.05. Notwithstanding anything herein to the contrary, no prepayment of Loans pursuant to this Section

2.05(b) shall be required in respect of any Net Cash Proceeds received by any non-U.S. Subsidiary of the Borrower from any

sale or other disposition of property or assets by any non-U.S. subsidiary of the Borrower, in each case, to the extent the repatriation

of (or requirement to repatriate) such Net Cash Proceeds, or otherwise using such Net Cash Proceeds to prepay Loans hereunder, (a) would

result in material adverse tax consequences to the Borrower or any of its Subsidiaries, (b) would be prohibited or restricted by applicable

law, rule or regulation (after giving effect to any available “whitewash” or similar procedures) or (c) would be prohibited

under material agreements binding on non-U.S. Subsidiaries of the Borrower to the extent a breach thereof would have a material adverse

effect on the business or operations of the applicable non-U.S. Subsidiary or, in the case of non-wholly owned subsidiaries, would be

prohibited under organizational documents of such Subsidiaries, in each case, as reasonably determined by the Borrower.

2.06 Termination

or Reduction of Commitments.

(a) Unless previously terminated,

the Commitments shall terminate in full at the end of the Availability Period.

(b) During the Availability Period,

the Borrower may, upon at least three Business Days’ notice to the Administrative Agent, terminate the Commitments at any time;

provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or any incurrence

or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked, subject to Section

3.05, by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not

satisfied.

Cash Proceeds actually received by the Borrower or any of its Subsidiaries (including in escrow, provided that there are no conditions to the release of such proceeds from such escrow that are materially more onerous than the conditions

set forth in Section 4.02) from any Debt Incurrence, Equity Issuance

or Prepayment Asset Sale; provided that, solely with respect to

Net Cash Proceeds received in respect of any Prepayment Asset Sale, if the Borrower shall have given written notice to the Administrative

Agent that the Borrower or its Subsidiaries intend to reinvest such Net Cash Proceeds within 180 days of receipt thereof in long-term

assets to be used in the business of the Borrower and/or its subsidiaries, such Net Cash Proceeds (or the portion thereof specified in

such notice) shall not be required to reduce Commitments pursuant to this Section

2.06(c), except if such Net Cash Proceeds are not so reinvested by the end of such 180-day period (or, to the extent

committed to be reinvested within such 180-day period, within 270 days of receipt thereof), in which case the portion

thereof not so reinvested shall then be required to reduce Commitments pursuant to this Section

2.06(c) and (II) 100% of the committed amount of any Qualifying Loan Facility (such reduction to occur automatically upon

the effectiveness of definitive documentation for such Qualifying Loan Facility and receipt by the Administrative Agent of a notice from

the Borrower that such credit facility constitutes a Qualifying Loan Facility). The Borrower will deliver the Administrative Agent prompt

written notice of any commitment reduction required under this Section 2.06(c).

Notwithstanding anything herein to the contrary, no reduction of Commitments pursuant to this Section

2.06(c) shall be required in respect of any Net Cash Proceeds received by any non-U.S. Subsidiary of the Borrower from any

sale or other disposition of property or assets by any non-U.S. subsidiary of the Borrower, in each case, to the extent the repatriation

of (or requirement to repatriate) such Net Cash Proceeds, or otherwise using such Net Cash Proceeds to prepay Loans hereunder, (a) would

result in material adverse tax consequences to the Borrower or any of its Subsidiaries, (b) would be prohibited or restricted by applicable

law, rule or regulation (after giving effect to any available “whitewash” or similar procedures) or (c) would be prohibited

under material agreements binding on non-U.S. Subsidiaries of the Borrower to the extent a breach thereof would have a material adverse

effect on the business or operations of the applicable non-U.S. Subsidiary or, in the case of non-wholly owned subsidiaries, would be

prohibited under organizational documents of such Subsidiaries, in each case, as reasonably determined by the Borrower.

2.07 Repayment of Loans.

The Borrower shall repay to the Administrative Agent for the account of each Lender on the Maturity Date the aggregate principal amount

of Loans outstanding on such date.

2.08 Interest.

(a) Subject to the provisions of subsection

(b) below, (i) each Term Benchmark Loan shall bear interest on the outstanding principal amount thereof for each Interest

Period at a rate per annum equal to the applicable Term Benchmark for such Interest Period plus the Applicable Rate and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the

applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.

(b) If any amount payable by the Borrower under any Loan Document is not paid when due (after giving

effect to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear

interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable

Laws. Furthermore, while any Event of Default under Section 8.01(a)

or Section 8.01(f) exists, the Borrower shall pay interest on

the principal amount of all outstanding Loans hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate

to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts (including interest on past due interest)

shall be due and payable upon demand.

thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms

hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.09 Fees.

(a) The Borrower agrees to pay to the Administrative Agent for the ratable account of each Lender a

ticking fee in Dollars, which shall accrue at a rate per annum equal to the Applicable Rate under the caption “Ticking Fee Rate”

multiplied by the daily undrawn Commitment of such Lender during the period from and including November 7, 2026 to but excluding the

Funding Date (or, if earlier, the date on which the Commitments are terminated in full), which fee shall be earned, due and payable in

arrears on such date.

(b) Commencing with the fiscal quarter ending December 31, 2026 and at the end of each subsequent fiscal

quarter ending thereafter, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender, a duration

fee (the “Duration Fee”) in Dollars in an amount equal

to 0.10% of the principal amount of the Loans of each such Lender outstanding at 5:00 p.m., New York City time, on the last day of such

fiscal quarter, which Duration Fee shall be earned on such date and due and payable on the immediately succeeding Business Day following

such date.

in the Fee Letters. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(d) The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing

in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.10 Computation

of Interest and Fees. All computations of interest

for Base Rate Loans at times when the Base Rate is calculated pursuant to clause (a) or (b) of the definition of “Base

Rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations

of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as

applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the

Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one

day.

2.11 Evidence

of Debt. The Borrowings made by each Lender

shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course

of business. The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence of the amount

of the Borrowings made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in

doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect

to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records

of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence

of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such

Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records.

Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and

payments with respect thereto.

2.12 Payments.

(a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim,

defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to

the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s

Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent

will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds

as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m.

shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

(b) (i) If any payment to be made

by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such

extension of time shall be reflected in computing interest or fees, as the case may be; provided however that this subsection

(b)(i) shall not be applicable to payments required to be made by the Borrower on the Maturity Date; and (ii) if

the Maturity Date is not a Business Day, then any payment to be made by the Borrower on the Maturity Date shall be made on the immediately

preceding Business Day.

to be made by it to the Administrative Agent hereunder, that the Borrower will not make such payment, the Administrative Agent may assume

that the Borrower has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding

amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately

available funds, then each of the Lenders shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment

that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and

including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the

Administrative Agent in immediately available funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrative

Agent in accordance with banking industry rules on interbank compensation.

(d) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date

of any Borrowing of Term Benchmark Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such

Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative

Agent may assume that such Lender has made such share available on such date in accordance with Section

2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with

and at the time required by Section 2.02) and may, in reliance

upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share

of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay

to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each

day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative

Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Overnight Bank Funding Rate and a rate determined

by the Administrative Agent in accordance with banking industry rules on interbank compensation plus any administrative, processing or

similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be

made by the Borrower, the interest rate applicable to Base Rate Loans, in accordance with such market practice, as applicable. If the

Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative

Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its

share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included

in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall

have failed to make such payment to the Administrative Agent.

notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection

(d) shall be conclusive, absent manifest error.

(e) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such

Lender as provided in the foregoing provisions of this Article II

and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the Funding Date set forth

in Article IV are not satisfied or waived in accordance with the

terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(f) The obligations of the Lenders hereunder to make Loans are several and not joint. The failure of

any Lender to make any Loan, to fund any such participation or to make any payment under Sections

10.04 or 10.05 on any date required hereunder shall

not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure

of any other Lender to so make its Loan, purchase its participation or make its payment under Sections

10.04 or 10.05.

(g) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular

place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular

place or manner.

2.13 Sharing

of Payments.

(a) If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the

Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of

its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent

of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them as shall be necessary to cause such

purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each

of them; provided, however,

that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described

in Section 10.06 (including pursuant to any settlement entered

into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to

the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according

to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing

Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without

further interest thereon. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest

error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases or repayments.

(b) If any Lender shall fail to make any payment required to be made by it pursuant to Section

9.05, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any

amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent to

satisfy such Lender’s obligations to any of them under such Section until all such unsatisfied obligations are fully paid, and/or

(ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such

Lender under any such Section, in the case of each of clauses (i)

and (ii) above, in any order as determined by the Administrative

Agent in its discretion. For the avoidance of doubt, notwithstanding the application or holding pursuant to this subsection of all or

a part of a payment made by the Borrower for the account of a Lender, as between the Borrower and such Lender the Borrower shall be discharged

from the obligation with respect to which such payment was made as if and to the extent such application or holding had not occurred.

2.14 [Reserved].

2.15 [Reserved].

2.16 Defaulting

Lenders. (a) Notwithstanding any provision of

this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such

Lender is a Defaulting Lender:

(i)

commitment fees shall cease to accrue, or to be payable by the Borrower, on the Commitment of such Defaulting Lender pursuant

to Section 2.09(a) for the account of such Defaulting Lender or

otherwise;

(ii)

the Commitment or Loans of such Defaulting Lender shall not be included in determining whether any Lender, the Required Lenders

or all Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant

to Section 10.01); provided,

however, that this clause (ii) shall not (subject

to Section 10.01) apply to the vote of a Defaulting Lender in

the case of an amendment, waiver or other modification specifically requiring the consent of such Lender or each Lender directly affected

thereby (and in circumstances where the consent of “all Lenders” is required, such Defaulting Lender’s vote shall not

be included except (A) such Defaulting Lender’s Commitment may not be increased or extended without its consent and (B) the principal

amount of, or interest or fees payable on Loans may not be reduced or excused or the scheduled date of payment may not be postponed as

to such Defaulting Lender without such Defaulting Lender’s consent); and

(iii)

[reserved]

(iv) any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting

Lender (whether voluntary or mandatory, at maturity, pursuant to Section

8.03 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section

2.13 shall be applied, in lieu of being distributed to such Defaulting Lender, at such time or times as may be determined

by the Administrative Agent as follows: first, to the payment

of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second,

as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting

Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third,

if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy

such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth,

to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender

against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement or under

any other Loan Document; fifth, so long as no Default or Event

of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction

obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under

this Agreement or under any other Loan Document; and sixth, to

such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender

has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section

4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro

rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the

Lenders pro rata in accordance with the Commitments without giving effect to clause ‎(iii) above. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay

amounts owed by a Defaulting Lender pursuant to this Section shall be deemed paid to and redirected by such Defaulting Lender, and each

Lender irrevocably consents hereto.

Article

III

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 Taxes.

(a) Defined Terms.

For purposes of this Section 3.01, the term “applicable

law” includes FATCA.

(b) Payments Free of Taxes.

Any and all payments by or on account of any obligation of the Obligors under any Loan Document shall be made without deduction or withholding

for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable

Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable

Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to

the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by

the Obligors shall be increased as necessary so that after such deduction or withholding has been made (including

such deductions and withholdings applicable to additional sums payable under this Section

3.01(b)) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding

been made.

The Obligors shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative

Agent timely reimburse it for the payment of, any Other Taxes.

(d) Indemnification by the Obligors.

The Obligors shall indemnify each Recipient, within 20 days after receipt by the Obligors of demand therefor, for the full amount of

any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable

or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising

therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant

Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Obligors by a Lender (with a copy

to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest

error.

(e) Indemnification by the Lenders.

Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes

attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified

Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply

with the provisions of Section 10.07(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable

to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable

expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant

Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent

shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts

at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other

source against any amount due to the Administrative Agent under this subsection (e).

(f) Evidence of Payments.

As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section

3.01, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such

Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably

satisfactory to the Administrative Agent.

(g) Status of Lenders.

(i) Any Lender (which solely for

purposes of this Section 3.01(g) shall include the Administrative Agent) that is entitled to an exemption from or reduction of

withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at

the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation

reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a

reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver

such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable

the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or any information

reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission

of such documentation (other than such documentation set forth in Section 3.01(g)(ii)(A), (ii)(B),

(ii)(C), (ii)(D) and (ii)(F) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject

such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)

Without limiting

the generality of the foregoing,

(A)

any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or

prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request

of the Borrower or the Administrative Agent), properly completed and executed copies of IRS Form W-9 certifying that such Lender is exempt

from U.S. federal backup withholding Tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower

and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such

Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or

the Administrative Agent), whichever of the following is applicable:

(1) in the case of a Foreign Lender claiming the benefits of an income Tax treaty to which the United

States is a party (x) with respect to payments of interest under any Loan Document, properly completed and executed copies of IRS Form

W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to

the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document,

properly completed and executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction

of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax treaty;

(2) properly completed and executed copies of IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under

Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit

E-l to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code,

a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled

foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S.

Tax Compliance Certificate”) and (y) properly completed and executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E,

as applicable;

Tax; or

(D) to the extent a Foreign Lender

is not the beneficial owner, properly completed and executed copies of IRS Form W-8IMY, accompanied by IRS Form W- 8ECI, IRS Form W-8BEN

or IRS Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form

of Exhibit E-2 or Exhibit

E-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming

the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit

E-4 on behalf of each such direct and indirect partner;

(E) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower

and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such

Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or

the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a

reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable

law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(F) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding

Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained

in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at

the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation

prescribed by applicable law (including as prescribed by Section 147l(b)(3)(C)(i) of the Code) and such additional documentation reasonably

requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with

their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine

the amount to deduct and withhold from such payment. Solely for purposes of this clause

(D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(iii) [Reserved];

(iv) [Reserved];

(v) Notwithstanding any other provision of this Section

3.01(g), a Lender shall not be required to deliver any documentation or information that such Lender is not legally eligible

to deliver.

(vi) Each Lender agrees that if any form or certification it previously delivered expires or becomes

obsolete, invalid, withdrawn or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower

and the Administrative Agent in writing of its legal inability to do so.

(h) Treatment of Certain Refunds.

If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has

been indemnified pursuant to this Section 3.01 (including by the

payment of additional amounts pursuant to this Section 3.01),

it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section

3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified

party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying

party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section

3.01(h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such

indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section

3.01(h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this subsection

(h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified

party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise

imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not

be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that

it deems confidential) to the indemnifying party or any other Person.

(i) VAT.

(i) All amounts expressed to be payable under a Loan Document by any party to a Credit Party which (in

whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which

is chargeable on such supply or supplies and accordingly, subject to paragraph ‎(ii)

below if VAT is or becomes chargeable on any supply or supplies made by any Lender to any party in connection with a Loan Document, and

such Credit Party is required to account to the relevant Tax authority for the VAT, that party shall pay to the Lender (in addition to

and at the same time as paying the consideration for that supply or supplies) an amount equal to the amount of the VAT upon such Credit

Party providing an appropriate VAT invoice to such party.

(ii) If VAT is or becomes chargeable on any supply made by any Lender (the “Supplier”)

to any other Lender (the “VAT Recipient”) under a

Loan Document, and any party other than the VAT Recipient (the “Relevant

Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to

the Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration):

(A) (where the Supplier is the person required to account to the relevant Tax authority for the VAT)

the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of

the VAT. The VAT Recipient must (where this paragraph ‎(ii) applies) promptly pay to the Relevant Party an amount equal to any credit

or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the

VAT chargeable on that supply; and

(B) (where the VAT Recipient is the person required to account to the relevant Tax authority for the

VAT) the Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable

on that supply but only to the extent that the VAT Recipient reasonably determines that it is not entitled to credit or repayment from

the relevant Tax authority in respect of that VAT.

(iii) Where a Loan Document requires any party to reimburse or indemnify any Credit Party for any costs

or expenses, that party shall reimburse or indemnify (as the case may be) the Credit Party against any VAT incurred by such Credit Party

in respect of the costs or expenses, to the extent that such Credit Party reasonably determines that neither it (nor any group of which

it is a member for VAT purposes, as the case may be) is entitled to credit or receive repayment in respect of the VAT from the relevant

Tax authority.

(iv) Any reference in Section 3.01(i) to

any party shall, at any time when such party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where

appropriate and unless the context otherwise requires) a reference to the person who is treated a making the supply or (as appropriate)

receiving the supply under the grouping rules (as provided for in Article 11 of the Council Directive 2006/112/EC (or as implemented

by the relevant member state of the European Union or any other similar provision in any jurisdiction which is not a member state, or

is a former member state of the European Union)).

(v) In relation to any supply made by a Credit Party to any other party under a Loan Document, if reasonably

requested by such Credit Party, that other party must promptly provide such Lender with details of that party’s VAT registration

and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to

such supply.

(j) Survival.

Each party’s obligations under this Section 3.01 shall survive

the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination

of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

3.02 Illegality.

If any Lender determines that any Law has made it

unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make,

maintain or fund Term Benchmark Loans, or to determine or charge interest rates based upon the Relevant Rate, then, on notice thereof

by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Term Benchmark Loans

or to convert Base Rate Loans to Term Benchmark Loans shall be suspended until such Lender notifies the Administrative Agent and the

Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon

demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Term Benchmark Loans of such

Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such

Term Benchmark Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Term Benchmark Loans. Upon

any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees

to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment

of such Lender, otherwise be materially disadvantageous to such Lender.

3.03 Inability

to Determine Rates; Benchmark Replacement Setting.

(a) Inability to Determine Rates.

If, on or prior to the first day of an Interest Period or other interest rate setting:

(i) the Administrative Agent shall have determined (which determination shall be conclusive and binding

absent manifest error) prior to the commencement of any Interest Period for a Term Benchmark Loan, that adequate and reasonable means

do not exist for ascertaining the Term SOFR Rate (including because the Relevant Screen Rate is not available or published on a current

basis), for such Interest Period, or

(ii) the Administrative Agent is advised by the Required Lenders that prior to the commencement of any

Interest Period for a Term Benchmark Loan, the Term SOFR Rate for such Interest Period will not adequately and fairly reflect the cost

to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period,

then,

in each case of clauses (i) and (ii),

the Administrative Agent will promptly so notify the Borrower and each Lender and, thereafter, the obligation of the Lenders to make

or maintain Term Benchmark Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes

such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation

of Term Benchmark Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans

in the amount specified therein.

(b) (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark

Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the

then-current Benchmark, then such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document

in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice

of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to,

this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection

to such Benchmark Replacement from Lenders comprising the Required Lenders.

(ii) In connection with the use, administration, adoption or implementation of a Benchmark Replacement,

the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding

anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes

will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(ii) The Administrative Agent will promptly notify the Borrower and the Lenders of (iii) any occurrence

of a Benchmark Transition Event, (iv) the implementation of any Benchmark Replacement, (v) the effectiveness of any Benchmark Replacement

Conforming Changes, (vi) the removal or reinstatement of any tenor of a Benchmark pursuant to clause

(f) below and (vii) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or

election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section

3.03(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of

an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding

absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any

other Loan Document, except, in each case, as expressly required pursuant to this Section

3.03(b).

(viii) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including

in connection with the implementation of a Benchmark Replacement), (ix) if the then-current Benchmark is a term rate (including the Term

SOFR Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such

rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the

administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark

is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” (or

any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative

tenor and (x) if a tenor that was removed pursuant to clause (i)

above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or

(B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark

Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition)

for all Benchmark settings at or after such time to reinstate such previously removed tenor.

Upon

the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request

for a Term Benchmark Loan, conversion to or continuation of Term Benchmark Loans to be made, converted or continued, during any Benchmark

Unavailability Period and, failing that, the Borrower will be deemed to have converted any request for a Term Benchmark Loan denominated

in Dollars into a request for a Borrowing of or conversion to a Base Rate Loan. During any Benchmark Unavailability Period or at any

time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current

Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate. Furthermore, if any

Term Benchmark Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability

Period with respect to a Relevant Rate applicable to such Term Benchmark Loan, then until such time as a Benchmark Replacement is implemented

pursuant to this Section 3.03, for Loans denominated in Dollars, any Term Benchmark Loan shall, on the last day of the Interest

Period applicable to such Loan be converted by the Administrative Agent, to and shall constitute, a Base Rate Loan on such day.

3.04 Increased Cost and Reduced Return; Capital

Adequacy.

(a) Increased Costs Generally.

If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge

or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes) on

its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital

attributable thereto;

and

the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing

or maintaining any Loan or of maintaining its obligation to make any such Loan or to reduce the amount

of any sum received or receivable by such Lender or other Recipient hereunder (whether of principal, interest or any other amount) then,

upon request of such Lender or other Recipient, the Borrower will pay to such Lender or other Recipient, as the case may be, such additional

amount or amounts as will compensate such Lender or other Recipient, as the case may be, for such additional costs incurred or reduction

suffered.

(b) Capital Requirements.

If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding

company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s

capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such

Lender or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved

but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company

with respect to capital adequacy or liquidity), then from time to time the Borrower will pay to such Lender, as the case may be, such

additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

A certificate of a Lender setting forth the Change in Law giving rise to a claim for compensation under subsection

(a) or (b) of this Section, the amount or amounts necessary

to compensate such Lender or its holding company, as the case may be, as specified in subsection

(a) or (b) of this Section (including, if requested

by the Borrower, an explanation in reasonable detail of the manner in which such amount or amounts were determined) and delivered to

the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate

within 10 days after receipt thereof.

(d) Delay in Requests.

Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s

right to demand such compensation; provided that the Borrower

shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than

180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions,

and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased

costs or reductions is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive

effect thereof).

3.05 Funding Losses.

Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender

for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Term Benchmark Loan on a day other than

the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan)

to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or

therefor as a result of a request by the Borrower pursuant to Section 10.16(a);

including any

loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan (excluding loss of anticipated

profits) or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary

administrative fees charged by such Lender in connection with the foregoing.

3.06 Matters

Applicable to all Requests for Compensation. A

certificate of the Administrative Agent or any Lender claiming compensation under Section 3.05 and setting forth the additional

amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Administrative

Agent or such Lender may use any reasonable averaging and attribution methods.

3.07 Survival. All

of the Borrower’s obligations under this Article III shall survive termination of the Commitments and repayment of all other Obligations

hereunder.

Article

CONDITIONS PRECEDENT

4.01 Effective

Date. This Agreement shall become effective

on and as of the first date on which each of the following conditions precedent is satisfied:

(a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic

copies (.pdf or similar) (to the extent requested, followed promptly by originals) unless otherwise specified or agreed by the Administrative

Agent, each properly executed by a Responsible Officer of the Borrower, each dated as of the Effective Date (or, in the case of certificates

of governmental officials, as of, or a recent date before, the Effective Date) and in form and substance reasonably satisfactory to the

Administrative Agent:

(i) executed counterparts of this Agreement, sufficient in number for distribution as reasonably requested

by the Administrative Agent;

(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;

(iii) such certificates of resolutions (including a record of decisions or resolutions of the sole member

in respect of any Foreign Guarantor incorporated under the laws of England and Wales) and constitutional documents of each Obligor as

the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to

act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Obligor is a party (and specimen

signatures of each such Responsible Officer which has signed a Loan Document on behalf of such Obligor);

(iv) (i) an opinion addressing customary issues of Kirkland & Ellis LLP, special New York counsel

to the Obligors, addressed to the Administrative Agent and each Lender, and (ii) a capacity opinion addressing customary issues of Davis

Polk & Wardwell London LLP, special English counsel to the Lenders, addressed to the Administrative Agent and each Lender; and

(v) a certificate signed by a Responsible Officer of the Borrower certifying as to the matters set forth

in clauses (b), (c) and (d) of this section;

(b) Since December 31, 2025, there shall not have been a material adverse change in the business, assets,

liabilities (actual or contingent), operations, or financial condition of the Borrower and its Subsidiaries taken as a whole.

(d) All of the representations and warranties made by the Obligors hereunder shall be true and correct

in all respects.

(e) The Borrower shall have paid all fees and expenses required to be paid on or before the Effective

Date (including, to the extent invoiced at least one (1) Business Day prior to the Effective Date, all Attorney Costs of Davis Polk &

Wardwell LLP, New York and English counsel to the Administrative Agent and the Lenders).

(f) The Borrower shall have provided

to the Administrative Agent and the Lenders at least three (3) Business Days prior to the Effective Date, to the extent requested at

least ten (10) Business Days prior to the Effective Date, (i) an executed Beneficial Ownership Certification (to the extent required

under the Beneficial Ownership Regulation) and such other documentation and other information reasonably requested by the Administrative

Agent and any Lender in order to comply with the requirements of the USA PATRIOT Act, (ii) the documentation and other information reasonably

requested by the Administrative Agent in order to comply with all “know your customer” requirements, and (iii) all

anti-money laundering documentation reasonably requested by the Administrative Agent.

4.02 Funding Date.

The obligation of each Lender to make the Loans hereunder on the Funding Date is subject to the satisfaction (or waiver) of the following

conditions precedent:

(a) The Effective Date shall have occurred.

(b) The Firecracker Acquisition shall have been (or, substantially concurrently with the funding of the Loans hereunder, shall be)

consummated pursuant to, and in all material respects in accordance with, the Firecracker Acquisition Agreement. The Firecracker Acquisition

Agreement shall not have been amended, supplemented or modified in any respect, or any provision or condition therein waived, or any

consent granted thereunder (directly or indirectly), by the Borrower or any of its Subsidiaries, if such amendment, supplementation,

modification, waiver or consent would be material and adverse to the interests of the Lenders or the Arranger (in their respective capacities

as such) without the Arranger’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned), it

being understood and agreed that (a) any reduction, when taken together with all prior reductions, of less than 10% in the

original consideration for the Firecracker Acquisition will be deemed not to be (and any such reduction of 10% or more will be deemed

to be) material and adverse to the interests of the Lenders and the Arranger (in their respective capacities as such), (b) any increase,

when taken together with all prior increases, of less than 10% in the original consideration for the Firecracker Acquisition will

be deemed not to be (and any such increase of 10% or more will be deemed to be, unless solely in the form of additional ordinary

shares of the Borrower or funded by the issuance and sale of equity of the Borrower) material and adverse to the interests of the Lenders

(in their capacities as such), (c) any amendment or modification to the definition of the term “Material Adverse Effect”

in the Firecracker Acquisition Agreement will be deemed to be materially adverse to the interests of the Lenders and the Arranger (in

their respective capacities as such) and (d) any amendment or modification to Section 12.11 of the Firecracker Acquisition Agreement

(or, solely as they relate to such section, the definitions of any terms used in such section) which is adverse to the interests of the

Financing Parties (as defined therein) will be deemed to be materially adverse to the interests of the Lenders and the Arranger (in their

respective capacities as such).

(c) Substantially concurrently with the funding of the Loans hereunder, the Firecracker Refinancing shall be consummated.

(d) Since the date of the Firecracker Acquisition Agreement, there shall not have occurred any Material Adverse Effect (as defined

in the Firecracker Acquisition Agreement as in effect on July 10, 2026).

(e) The Administrative Agent shall have received (i) audited consolidated financial statements of the Borrower, prepared in accordance

with U.S. GAAP, for each of the three most recent fiscal years ended at least 60 days prior to the Funding Date (and the

related audit reports), and (ii) unaudited consolidated financial statements of the Borrower, prepared in accordance with U.S. GAAP,

for any fiscal quarter (other than the fourth fiscal quarter) ended after the date of the most recent audited consolidated financial

statements of the Borrower delivered pursuant to clause (i) above (and corresponding periods of any prior year) and more than 40 days

prior to the Funding Date. The Administrative Agent hereby agrees and acknowledges that timely filing of any required audited consolidated

financial statements of the Borrower on Form 10-K or required unaudited consolidated financial statements of the Borrower on Form 10-Q,

in each case, with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, by the Borrower

will satisfy the requirements of clause (i) or (ii) above. The Administrative Agent hereby acknowledges receipt of the financial statements

of the Borrower referred to in clause (i) above for the fiscal years ended July 31, 2025, July 31, 2024 and July 31, 2023 and in clause

(ii) above for the three-month period ended June 30, 2026.

(f) All expenses and fees required by the Commitment Letter, the Fee Letters and/or this Agreement to be paid to the Commitment Parties

(as defined in the Commitment Letter), the Arranger, the Administrative Agent or the Lenders by the Borrower on the Funding Date shall

have been paid on or prior to the Funding Date (in the case of expenses, to the extent invoiced at least three Business Days prior to

the Funding Date). For the avoidance of doubt, any such expenses and fees may be paid using the proceeds of the Loans to the extent otherwise

permitted by this Agreement, the Commitment Letter and the Fee Letters.

(g) The Administrative Agent shall have received (i) a certificate signed by a Responsible Officer of the Borrower certifying as to

the matters set forth in clauses (b) (solely as to the first sentence

thereof), (d) and (h) of this Section 4.02, (ii) a Loan Notice complying

with the terms of Section 2.02 and (iii) a solvency certificate

from the chief financial officer of the Borrower in the form of Exhibit F demonstrating Solvency (on a consolidated basis) of the Borrower and its Subsidiaries as of the Funding Date after giving

effect to the Transactions.

(h) At the time of and upon giving effect to the borrowing and application of the Loans on the Funding Date, (a) the Firecracker Acquired

Business Representations and the Firecracker Specified Representations shall be true and correct in all material respects (without duplication

of any materiality qualifier set forth therein), except in the case of any Firecracker Acquired Business Representation or Firecracker

Specified Representation that expressly relates to a given date or period, in which case it shall be true and correct in all material

respects (without duplication of any materiality qualifier set forth therein) as of the respective date for the respective period and

(b) no Event of Default under clauses (a), (f),

or (g) of Section

8.01 shall have occurred and be continuing on and as of the Funding Date.

Article

REPRESENTATIONS AND WARRANTIES

Each

Obligor represents and warrants as of the Effective Date and the Funding Date that:

5.01 Corporate

Existence and Power. Each Obligor (a) is a corporation,

limited liability company, or partnership duly incorporated or otherwise formed, validly existing and in good standing (to the extent

applicable in the applicable jurisdiction) under the laws of the jurisdiction of its incorporation or formation and (b) has (i) all corporate,

limited liability company, or partnership powers and (ii) all Authorizations, in each case, required to carry on its business as now

conducted, except, in the case of this clause (b)(ii), where the failure to have such Authorizations would not reasonably be expected

to have a Material Adverse Effect.

5.02 Corporate and Governmental Authorization;

No Contravention. The Borrower’s incurrence

of Debt hereunder, the execution, delivery and performance by each Obligor of this Agreement, and the execution, delivery, and performance

by the Borrower of the Notes (a) are within the corporate, limited liability company, or partnership powers of such Obligor, have been

duly authorized by all necessary corporate, limited liability company, or partnership action, (b) require no action by or in respect

of, or filing with, any Governmental Authority (except such as has been obtained), (c) do not contravene, or constitute a default under,

any provision of applicable law or regulation or of the certificate of incorporation or by-laws of such Obligor or of any agreement,

judgment, injunction, order, decree or other instrument binding upon such Obligor or any of its Subsidiaries, and (d) do not result in

the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

5.03 Binding

Effect. The Loan Documents to which each Obligor

is a party have been duly executed and delivered by such Obligor. This Agreement constitutes a valid and binding agreement of each Obligor,

and each Note, when executed and delivered in accordance with this Agreement, will constitute a valid and binding obligation of the Borrower,

in each case enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or similar

laws of general application relating to the enforcement of creditors’ rights, by equitable principles (regardless of whether enforcement

is sought in equity or at law), with respect to any Foreign Guarantor, the Legal Reservations and by any general principles of law limiting

its obligations which are specifically referred to in any legal opinion delivered pursuant to Section 4.01(a)(iv).

5.04 Financial

Information.

(a) The audited consolidated financial statements, including the consolidated balance sheet, of the

Borrower and its Subsidiaries for the five month period ended as of December 31, 2025, and the related consolidated statements of earnings,

comprehensive income, stockholders’ equity and cash flows for the fiscal year then ended, set forth in the Borrower’s 2025

Form 10-KT, as filed with the SEC (the “Audited Financial Statements”),

(i) fairly present, in conformity with GAAP, the consolidated financial position of the Borrower and its Subsidiaries as of such date

and their consolidated results of operations and cash flows for such fiscal year, and (ii) show, to the extent required by GAAP, all

material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including

liabilities for Taxes, material commitments and Debt.

(b) The unaudited consolidated financial statements, including the consolidated balance sheet, of the

Borrower and its Subsidiaries as of June 30, 2026, and the related consolidated statements of earnings, comprehensive income, stockholders’

equity and cash flows for the three months then ended, a copy of which has been delivered to each of the Lenders, fairly present, in

all material respects and in conformity with GAAP applied on a basis consistent with the financial statements referred to in subsection

(a) of this Section (except as expressly set forth in the notes thereto), the consolidated financial position of the Borrower

and its Subsidiaries as of such date and their consolidated results of operations and cash flows for such three-month period, subject

to the absence of footnotes and normal year-end adjustments.

(actual or contingent), operations, or financial condition of the Borrower and its Subsidiaries taken as a whole.

5.05 Litigation.

There is no action, suit, proceeding or investigation

pending against, or, to the knowledge of either Obligor, threatened against or affecting, the Borrower or any of its Subsidiaries before

any Governmental Authority in which there is a reasonable possibility of an adverse decision which would reasonably be expected to have

a Material Adverse Effect, or which in any manner draws into question the validity or enforceability of this Agreement or the Notes.

5.06 Compliance

with ERISA and UK Pensions.

(a) Except as would not reasonably be expected to have a Material Adverse Effect, each member of the

ERISA Group has fulfilled its obligations under the minimum funding standards of ERISA and the Internal Revenue Code with respect to

each Plan and is in compliance in all material respects with the presently applicable provisions of ERISA and the Internal Revenue Code

with respect to each Plan. Except as would not reasonably be expected to have a Material Adverse Effect, no member of the ERISA Group

has (i) sought a waiver of the minimum funding standards under the Pension Funding Rules, (ii) failed to make any contribution or payment

to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement,

which has resulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Internal

Revenue Code, or (iii) incurred any liability under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007

of ERISA. Except as would not reasonably be expected to have a Material Adverse Effect, (i) no Reportable ERISA Event has occurred with

respect to any Plan, (ii) no Multiemployer Plan is “insolvent” (within the meaning of Section 4245 of ERISA) or has been

determined to be in “endangered” or “critical” status (each within the meaning of Section 432 of the Code or

Section 305 of ERISA) and (iii) there has been no filing under Section 4041(c) of ERISA of a notice of intent to terminate a Pension

Plan, treatment of any amendment of a Pension Plan or Multiemployer Plan as a termination under Sections 4041 or 4041A of ERISA, or the

commencement in writing of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan.

(b) Save for the UK DB Plan, (i) no Obligor, nor any of its Subsidiaries or Affiliates, is, nor could

reasonably be expected to owe any liabilities as, an employer (for the purposes of sections 38 to 51 of the UK Pensions Act 2004) of

an occupational pension scheme which is not a money purchase scheme (both terms as defined in the UK Pension Schemes Act 1993); and (ii)

no Obligor, nor any of its Subsidiaries or Affiliates, is, nor has it at any time in the last six years been, “connected”

with or an “associate” of (as those terms are used in sections 38 and 43 of the UK Pensions Act 2004) such an employer in

relation to such an occupational pension scheme except where the Obligor, or any of its Subsidiaries or Affiliates, is “connected”

with or an “associate” of such an employer solely by reason of one or more of the Obligors or its Subsidiaries’ or

Affiliates’ directors being a director of that employer in circumstances where such “connected” or “associate”

status would not reasonably be expected to have a Material Adverse Effect.

5.07 Environmental

Matters. As of the date of this Agreement, each

Obligor has reviewed the effect of Environmental Laws on the business, operations and properties of such Obligor and its Subsidiaries,

including to identify any liabilities and costs (including any capital or operating expenditures required to achieve or maintain compliance

with Environmental Law or as a condition of any license, or permit required under Environmental Law, any related constraints on operating

activities, including any periodic or permanent shutdown of any facility or reduction in the level of or change in the nature of operations

conducted thereat, any costs or liabilities in connection with releases or off-site disposal of Hazardous Substances, and any actual

or potential liabilities to third parties under Environmental Law, including employees, and any related costs and expenses). There are

no such liabilities or costs, including costs of compliance with Environmental Laws, or any other Environmental Liabilities, that would

reasonably be expected to have a Material Adverse Effect.

5.08 Taxes.

Except as would not reasonably be expected to have

a Material Adverse Effect, the Borrower and its Subsidiaries have filed all income and other Tax returns which are required to be filed

by them, and have paid all Taxes due pursuant to such returns or pursuant to any assessment received by the Borrower or any Subsidiary

(other than those not yet delinquent and payable without premium or penalty, and except for those being diligently contested in good

faith by appropriate proceedings, and in each case, for which adequate reserves and provisions for Taxes have been made on the books

of the Borrower and/or each Subsidiary, as applicable, in accordance with the relevant company’s accounting standards).

5.09 Subsidiaries.

Each of the Borrower’s corporate Subsidiaries

is a corporation duly incorporated, validly existing and in good standing (to the extent applicable in the applicable jurisdiction) under

the laws of its jurisdiction of incorporation, and has all corporate powers and all material governmental authorizations required to

carry on its business as now conducted, except where the absence of any of the foregoing would not reasonably be expected to have a Material

Adverse Effect.

5.10 Regulatory

Restrictions on Borrowing; Margin Regulations.

(a) Neither the Borrower nor any Subsidiary is an “investment company” within the meaning

of the Investment Company Act of 1940, as amended.

(b) The Borrower is not engaged and will not engage, principally or as one of its important activities,

in the business of purchasing or carrying margin stock (within the meaning of Regulations U, T or X issued by the FRB), or extending

credit for the purpose of purchasing or carrying margin stock. Neither the making of any Borrowing nor the use of any proceeds thereof

(either by the Borrower or the Borrower and its Subsidiaries on a consolidated basis) will violate the provisions of Regulations U, T

or X issued by the FRB.

5.11 Full

Disclosure. No written statement, information,

report, representation, or warranty made by either Obligor in any Loan Document or furnished to the Administrative Agent or any Lender

by or on behalf of either Obligor in connection with any Loan Document, taken as a whole and together with disclosures made by the Obligors

in findings with the SEC, the United Kingdom Listing Authority or the London Stock Exchange that are available to the Lenders, contains

any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements

therein, in light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial

information, the Obligors represent only that such information was prepared in good faith based upon assumptions believed to be reasonable

at the time made, it being understood that (a) such estimates, projections, forecasts and other forward-looking information, as to future

events, are not to be viewed as facts and that the actual results may differ significantly and (b) no representation or warranty is made

with respect to information of a general economic or general industry nature.

5.12 Anti-Money

Laundering/International Trade Law Compliance. Each

Obligor represents and warrants that (a) none of such Obligor, any of its Subsidiaries, or any Senior Officer or director of such Obligor

or any of its Subsidiaries, is a Sanctioned Person, (b) to the knowledge of such Obligor, no employee of such Obligor or any of its Subsidiaries,

or any agent of such Obligor or any of its Subsidiaries that will act in any capacity in connection with or benefit from the credit facility

established hereby, is a Sanctioned Person, (c) none of such Obligor or any of its Subsidiaries, either in its own right or, to the knowledge

of such Obligor, through any third party, (i) has any of its assets in a Sanctioned Country or in the possession, custody or control

of a Sanctioned Person in violation of any Anti-Terrorism Law or applicable Sanctions; or (ii) does business in or with, or derives any

of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism

Law or applicable Sanctions, (d) such Obligor has implemented

and maintains in effect or is subject to policies and procedures designed to achieve compliance by such

Obligor, its Subsidiaries and their respective directors, officers, employees (in each such Person’s capacity as a director,

officer or employee of such Obligor or its Subsidiaries) and agents with Anti-Terrorism

Laws and applicable Sanctions, and (e) each of such Obligor and its Subsidiaries, and to

the knowledge of such Obligor, their respective directors, officers, employees and agents,

are in compliance with Anti-Terrorism Laws and applicable Sanctions in all material respects. This Section 5.12 shall not be interpreted

or applied in relation to any Obligor, any Group Member or any Lender or the Administrative Agent to the extent that the representations

made pursuant to this Section 5.12 violate or expose such entity or any director, officer or employee thereof to any liability

under EU Regulation (EC) 2271/96, the Protecting against the Effects of the Extraterritorial Application of Third Country Legislation

(Amendment) (EU Exit) Regulations 2020, section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung - AWV)

in connection with section 4 paragraph 1 no. 3 of the German Foreign Trade Law (Außenwirtschaftsgesetz) or any similar blocking

legislation or statute in force in any applicable jurisdiction from time to time.

5.13 Compliance

with FCPA. Each Obligor and each of its Subsidiaries

for the past three (3) years has been and is in compliance with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-l, et

seq. (the “FCPA”), and any foreign counterpart thereto in all material respects.

5.14 Affected

Financial Institutions. None of the Borrower

or any of its Subsidiaries is an Affected Financial Institution.

5.15 Certificate

of Beneficial Ownership. The Beneficial Ownership

Certification executed and delivered to the Administrative Agent and Lenders for the Borrower pursuant to this Agreement, if any, as

updated from time to time in accordance with this Agreement, is accurate, complete and correct as of the date hereof and as of the date

any such update is delivered.

5.16 Solvency.

On and as of the Funding Date, immediately after giving effect to this Agreement and the Transactions (including the Loans being incurred

(and the use of proceeds thereof) by the Borrower), the Borrower and its Subsidiaries, on a consolidated basis, are Solvent.

5.17 Compliance

with Laws. Each Obligor and its Subsidiaries

is in compliance with all Laws, including Environmental Laws, regulations and orders of any Governmental Authority applicable to it or

its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material

Adverse Effect.

5.18 Centre

of Main Interests and Establishments. To the

extent that an Obligor is incorporated in the European Union, for the purposes of Regulation (EU) 2015/848 of 20 May 2015 on insolvency

proceedings (recast) (as amended, the “Regulation”), its centre of main interest (as that term is used in Article

3(1) of the Regulation) is situated in its jurisdiction of incorporation.

5.19 Sovereign

Immunity. No Foreign Guarantor is entitled to

immunity from legal proceedings to enforce this Agreement or any other Loan Document (including, without limitation, immunity from service

of process or immunity from jurisdiction of any court otherwise having jurisdiction), whether under a doctrine of sovereign immunity

or otherwise, and each Foreign Guarantor is subject to claims and suits for damages in connection with its obligations under this Agreement

or any other Loan Document.

5.20 Use

of Proceeds. The Borrower will not, directly

or indirectly, use any part of the proceeds of any Loan in violation of any Anti-Terrorism Laws, Anti-Corruption Laws or any Sanctions

applicable to any party hereto.

Article

AFFIRMATIVE COVENANTS

Each

Obligor agrees that, so long as any Lender has any Commitment hereunder or any amount payable hereunder remains unpaid or unsatisfied

(other than, for the avoidance of doubt, contingent obligations not due and payable):

6.01 Information.

Each Obligor will deliver to the Administrative Agent (for distribution to the Lenders):

(a) as soon as available, and in any event within 90 days after the end of each fiscal year of the Borrower,

commencing with the fiscal year ending December 31, 2026, a consolidated balance sheet of the Borrower and its Subsidiaries as of the

end of such fiscal year and the related consolidated statements of earnings, comprehensive income, stockholders’ equity and cash

flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable

detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant

of nationally recognized standing selected by the Borrower, which report and opinion shall be prepared in accordance with the standards

of the Public Company Accounting Oversight Board and shall not be subject to any “going concern” or like qualification or

exception or any qualification or exception as to the scope of such audit;

(b) as soon as available, and in any event within 45 days after the end of each of the first three quarters

of each fiscal year of the Borrower, commencing with the fiscal quarter ending September 30, 2026, a condensed consolidated balance sheet

of the Borrower and its Subsidiaries as of the end of such quarter and the related condensed consolidated statements of earnings, comprehensive

income, stockholders’ equity and cash flows for such quarter and for the portion of the Borrower’s fiscal year ended at the

end of such quarter, setting forth in the case of such condensed consolidated statements of earnings, comprehensive income, stockholders’

equity and cash flows, in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower’s

previous fiscal year, all certified (subject to normal year-end adjustments and the absence of footnotes) as to fairness of presentation,

conformity to GAAP and consistency by the chief financial officer or the chief accounting officer (or other comparable officer) of the

Borrower;

of each set of financial statements referred to in clauses (a) and (b) above, a certificate of a Responsible Officer of

the Borrower substantially in the form of the Compliance Certificate attached hereto (but which shall not be required to include a calculation

of the ratio of (a) Consolidated Net Funded Debt as of such day to (b) Consolidated EBITDA for the period of four consecutive fiscal

quarters of the Borrower ending on the date as of the financial statements related thereof until the Compliance Certificate delivered

for the first fiscal quarter of the Borrower ending after the Funding Date);

(d) promptly after any officer of the Borrower obtains actual knowledge of any Default, if such Default

is then continuing, a certificate of a Responsible Officer of the Borrower setting forth the details thereof and the action which the

Borrower is taking or proposes to take (if any) with respect thereto;

(e) [Reserved];

(f) promptly upon the filing thereof, copies of all registration statements (other than the exhibits

thereto and any registration statements on Form S-8 or its equivalent) and reports on Forms 10-K, 10-Q and 8-K (or their equivalents)

which the Borrower shall have filed with the SEC, the United Kingdom Listing Authority or the London Stock Exchange;

(g) to the extent it would reasonably be expected to result in material liability to the Borrower, if

and when any member of the ERISA Group (i) gives or is required to give notice to the PBGC of any Reportable ERISA Event with respect

to any Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator

of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given

or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice

that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from

the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in

respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard

under the Pension Funding Rules, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041 (c)

of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to

Section 4063 of ERISA, a copy of such notice; (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in

respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could result in the

imposition of a Lien or the posting of a bond or other security, a certificate of the chief financial officer or the chief accounting

officer (or other comparable officer) of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower

or applicable member of the ERISA Group is required or proposes to take; or (viii) determines that any Pension Plan is considered an

at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303,

304 and 305 of ERISA, a certification of funding status from the enrolled actuary for the Pension Plan; and

(h) from time to time, such additional information regarding the financial position or business of the

Borrower and its Subsidiaries, taken as a whole, as the Administrative Agent, at the request of any Lender, may reasonably request.

Documents

required to be delivered pursuant to Section (a), (b) or (f) (to the extent any such documents are included in materials

otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date

(i) (A) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the

website address listed on Schedule 10.02; or (B) on which such documents are posted on the Borrower’s behalf on SyndTrak,

IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a

commercial, third-party website or whether sponsored by the Administrative Agent), and (ii) on which either Obligor notifies (which may

be by electronic mail) the Administrative Agent and each Lender of the posting of any such documents; provided that the Borrower

shall deliver paper copies or soft copies (by electronic mail) of such documents to the Administrative Agent or any Lender that requests

the Borrower to deliver such paper copies or soft copies. Except for such Compliance Certificates, the Administrative Agent shall have

no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility

to monitor compliance by the Obligors with any such request for delivery, and each Lender shall be

solely responsible for requesting delivery to it or maintaining its copies of such documents.

Each

Obligor hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders materials and/or

information provided by or on behalf of either Obligor hereunder (collectively, “Obligor

Materials”) by posting the Obligor Materials on SyndTrak, IntraLinks or another similar electronic system (the “Platform”)

and (b) certain of the Lenders may be “public-side” Lenders (i.e.,

Lenders that do not wish to receive material non-public information with respect to either Obligor or its securities) (each,

a “Public Lender”). Each Obligor hereby agrees that

(w) all Obligor Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC”

which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking

Obligor Materials “PUBLIC,” each Obligor shall be deemed to have authorized the Administrative Agent, the Arranger and the

Lenders to treat such Obligor Materials as not containing any material non-public information with respect to either Obligor or its securities

for purposes of United States Federal and state securities laws (provided,

however, that to the extent such Obligor Materials constitute

Information, they shall be treated as set forth in Section 10.08);

(y) all Obligor Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated

“Public Investor;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Obligor Materials that

are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

6.02 Payment

of Taxes. Except as would not reasonably be

expected to have a Material Adverse Effect, each Obligor will pay and discharge, and will cause each of its Subsidiaries to pay and discharge,

before delinquency, all their respective Tax liabilities, except where the same may be contested in good faith by appropriate proceedings,

and will maintain, and will cause each of its Subsidiaries to maintain, in accordance with generally accepted accounting principles,

appropriate reserves for the accrual of any of the same.

6.03 Maintenance

of Property; Insurance.

(a) Each Obligor will keep, and will cause each of its Subsidiaries to keep, all material property useful

and necessary in its business in good working order and condition, ordinary wear and tear excepted.

(b) Each Obligor will, and will cause each of its Subsidiaries to, maintain (either in the name of such

Obligor or in such Subsidiary’s own name) with financially sound and responsible insurance companies (or, in the good faith business

judgment of the Obligors, through self-insurance), insurance with respect to their respective properties and business in at least such

amounts, against at least such risks and with such risk retention as are customarily maintained, insured against or retained, as the

case may be, by companies of established repute engaged in the same or a similar business, to the extent available at the time in question

on commercially reasonable terms; and will furnish to the Administrative Agent, upon the Administrative Agent’s reasonable request,

information presented in reasonable detail as to the insurance so carried.

6.04 Conduct

of Business and Maintenance of Existence.

Each Obligor will preserve, renew and keep in full force and effect, and will cause each of its Subsidiaries (to the extent failure to

do so would reasonably be expected to have a Material Adverse Effect) to preserve, renew and keep in full force and effect, its legal

existence and good standing (to the extent applicable

in the applicable jurisdiction) under the Laws of the jurisdiction of its organization or incorporation

and its rights, privileges and franchises necessary or desirable in the normal conduct of business; provided that nothing in this

Section 6.04 shall prohibit any transaction permitted (or not prohibited) hereunder, including pursuant to Section 7.05.

6.05 Compliance

with Laws. Except as would not reasonably be

expected to have a Material Adverse Effect, each Obligor will comply, and will cause each of its Subsidiaries to comply, with all applicable

laws, ordinances, rules, regulations, and requirements of Governmental Authorities (including, without limitation, Environmental Laws

and ERISA and the rules and regulations thereunder) except where the necessity of compliance therewith is contested in good faith by

appropriate proceedings.

6.06 Inspection

of Property, Books and Records. Each Obligor

will keep, and will cause each of its Subsidiaries to keep, proper books of record and account in which full, true and correct entries

shall be made of all dealings and transactions in relation to its business and activities; and, once per year unless an Event of Default

exists, will permit, and will cause each of its Subsidiaries to permit, representatives of any Lender at such Lender’s expense

to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records,

and to discuss their respective affairs, finances and accounts with their respective officers, directors, employees and independent public

accountants, all at such reasonable times and as often as may reasonably be desired.

6.07 Use

of Proceeds. The proceeds of the Loans will

be used only for (i) the payment of the consideration pursuant to the terms of the Firecracker Acquisition Agreement, (ii) the Firecracker

Refinancing and (iii) the payment of fees, costs and expenses related to the Transactions.

6.08 [Reserved].

6.09 Anti-Money

Laundering/International Trade Law Compliance. Each

Obligor covenants and agrees that (a) none of such Obligor nor any of its Subsidiaries will become a Sanctioned Person, (b) none of such

Obligor nor any of its Subsidiaries, either in its own right or, to the knowledge of such Obligor, through any third party, will (i)

have any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism

Law or applicable Sanctions, or (ii) do business in or with, or derive any of its income from investments in or transactions with, any

Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law or applicable Sanctions, (c) it shall maintain in effect

or be subject to policies and procedures designed to achieve compliance by such Obligor, its Subsidiaries and their respective directors,

officers, employees (in each such Person’s capacity as a director, officer or employee of such Obligor or its Subsidiaries) and

agents with Anti-Terrorism Laws and applicable Sanctions, (d) such Obligor will comply, and will cause its Subsidiaries, and to the knowledge

of such Obligor, its and their respective directors, officers, employees (in each such Person’s capacity as a director, officer

or employee of such Obligor or its Subsidiaries) and agents to comply, with Anti-Terrorism Laws and applicable Sanctions in all material

respects, (e) the funds used to repay the Obligations will not be derived from any unlawful activity of such Obligor or its Subsidiaries,

and (f) such Obligor shall promptly notify the Administrative Agent in writing upon the occurrence of a Reportable Compliance Event.

This Section 6.09 shall not be interpreted or applied in relation to any Obligor, any Group Member or any Lender or the Administrative

Agent to the extent that the obligations under this Section 6.09 would violate or expose such entity or any director, officer

or employee thereof to any liability under any applicable anti-boycott or blocking law, regulation or statute that is in force from time

to time in the European Union (and/or any of its member states) or the United Kingdom that are applicable to such entity (including EU

Regulation (EC) 2271/96) and section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung - AWV) in

connection with section 4 paragraph 1 no. 3 of the German Foreign Trade Law (Außenwirtschaftsgesetz) or any similar blocking

legislation.

6.10 Beneficial

Ownership Certification and Other Additional Information. The

Borrower will provide to the Administrative Agent and the Lenders: (a) to the extent required under the Beneficial Ownership Regulation,

confirmation of the accuracy of the information set forth in the most recent Beneficial

Ownership Certification provided to the Administrative Agent and Lenders; (b) to the extent required under the Beneficial Ownership Regulation,

a new Beneficial Ownership Certification, in form and substance reasonably acceptable to the Administrative Agent and each Lenders, when

the individual(s) to be identified as a beneficial owner have changed; and (c) such other information and documentation as may reasonably

be requested by the Administrative Agent or any Lender from time to time for purposes of compliance by the Administrative Agent or such

Lender with applicable Laws (including without limitation the USA PATRIOT Act and other “know your customer” and anti-money

laundering rules and regulations), and any policy or procedure implemented by the Administrative Agent or such Lender to comply therewith.

6.11 UK

Pensions. Each Obligor shall (i) ensure that

the UK DB Plan is funded in all material respects in accordance with applicable law and the governing terms of the UK DB Plan (including

for the purposes of any recovery plan or schedule of contributions in place for the UK DB Plan from time to time for the purposes of

section 226 and section 227 of the Pensions Act 2004), (ii) save for the UK DB Plan, ensure that no Obligor nor any of its Affiliates

or Subsidiaries is or becomes an employer (for the purposes of sections 38 to 51 of the UK Pensions Act 2004) of an occupational pension

scheme which is not a money purchase scheme (both terms as defined in the UK Pension Schemes Act 1993) or, subject to Section 5.06(b)(ii) and save as would not reasonably be expected to have a Material Adverse Effect, is or becomes “connected” with or an

“associate” of (as those terms are used in sections 38 or 43 of the UK Pensions Act 2004) such an employer, (iii) promptly

notify the Administrative Agent of any written communication from, or on behalf of, the UK Pensions Regulator which confirms that the

UK Pensions Regulator has requested the Determinations Panel (or any successor or replacement panel from time to time) of the UK Pensions

Regulator to investigate the issuance of a Financial Support Direction or a Contribution Notice to or against any Obligor or any of its

Affiliates or Subsidiaries, (iv) promptly notify the Administrative Agent of any written communication from, or on behalf of, the UK

Pensions Regulator or the CPS which confirms that the UK Pensions Regulator or the CPS intends to prosecute any Obligor or any of its

Affiliates or Subsidiaries under any Criminal Pension Power, (v) promptly notify the Administrative Agent if any Obligor or any of its

Affiliates or Subsidiaries receives a Financial Support Direction or a Contribution Notice from the UK Pensions Regulator or if the UK

Pensions Regulator or the CPS exercises any Criminal Pension Power against any Obligor or any of its Affiliates or Subsidiaries, (vi)

promptly notify the Administrative Agent of any debt triggered as payable to the UK DB Plan under section 75 or section 75A of the UK

Pensions Act 2004, and (vii) promptly notify the Administrative Agent of the occurrence of any employer related Notifiable Event in relation

to the UK DB Plan.

6.12 Covenant

to Guarantee Obligations. The Borrower shall

cause each Subsidiary that Guarantees any Significant Guaranteed Debt and that is required to provide a guarantee of the Existing Credit

Agreement to become a Guarantor hereunder promptly, but in any event within 30 days (or such longer time as the Administrative Agent

may agree in its sole discretion), after the date on which such Debt of the Borrower has been Guaranteed by such Subsidiary (provided

that, for the avoidance of doubt, if such Subsidiary would be released from its Guarantee of such Significant Guaranteed Debt substantially

concurrently with such Subsidiary not being a Guarantor hereunder, then such Guarantor shall not be required to become a Guarantor hereunder

pursuant to this paragraph of Section 6.12) by:

(a) causing such Subsidiary to duly execute and deliver to the Administrative Agent a joinder hereto,

guaranteeing the Obligations under the Loan Documents (subject to the Guarantee Limitations), and

(b) causing such Subsidiary to deliver to the Administrative Agent customary certificates and opinions,

in each case, in form reasonably acceptable to the Administrative Agent and to the extent reasonably requested by the Administrative

Agent.

Any

Guarantor shall be automatically released from its obligations hereunder (and thereafter, subject to the first paragraph of this Section

6.12, shall no longer constitute a Guarantor hereunder) on the first day on which (i) such Guarantor no longer Guarantees any Significant

Guaranteed Debt (or such Guarantor would be released from its Guarantee of such Significant Guaranteed Debt substantially concurrently

with such Subsidiary not being a Guarantor hereunder), and (ii) the Borrower provides a certificate to the Administrative Agent certifying

that the conditions in the foregoing clause (i) have been satisfied (or will be satisfied substantially concurrently therewith).

Article

VII

NEGATIVE COVENANTS

long as any Lender shall have any Commitment hereunder or any Loan or other Obligation hereunder shall remain unpaid or unsatisfied (other

than, for the avoidance of doubt, contingent obligations not due and payable):

7.01 Liens.

The Obligors shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, create, incur, assume or suffer to

exist any Lien on any asset now owned or hereafter acquired by it, except:

(a) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary; provided that such Lien is not created in contemplation of such event;

(b) any Lien on any asset (plus improvements thereon, related contracts, intangibles and other assets

that are included thereto or arise therefrom, and the products and proceeds thereof) securing Debt incurred or assumed for the purpose

of financing all or any part of the cost of acquiring, leasing, improving, constructing, repairing, maintaining, or installing such asset;

provided that (i) such Lien secures Debt permitted under Section

7.08(b) and (ii) such Lien attaches to such asset concurrently with or within 180 days after completion of the acquisition,

lease, improvement, construction, repair, maintenance, or installation thereof; provided,

further, that individual financings of equipment provided by one

lender may be cross-collateralized to other financings of equipment provided by such lender;

or into the Borrower or a Subsidiary; provided that such Lien

is not created in contemplation of such event;

(d) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary;

provided that such Lien is not created in contemplation of such

acquisition;

(e) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by

any Lien permitted by any of the other clauses of this Section; provided that such Debt is not increased (other than amounts incurred to pay costs, including accrued and unpaid interest, fees, premiums

and expenses related thereto, of renewal and replacement) and is not secured by any additional assets (other than accessions, improvements

and replacements of such assets);

(f) Liens on cash and cash equivalents to secure obligations arising under Swap Contracts which Liens

(i) are granted pursuant to a Master Agreement or pursuant to the rules of a designated contract market and (ii) secure Swap Contracts

which are entered into with respect to the Borrower’s or any Subsidiary’s operations in the ordinary course of its business;

(g) Liens in favor of the Borrower or any Subsidiary (other than Liens on assets of any Obligor securing

Debt of such Obligor owing to any other Group Member);

(h) Liens granted pursuant to any Loan Documents and (ii) Liens (if any) on cash collateral granted

pursuant to the Existing Credit Agreement;

(i) Permitted Encumbrances;

(j) Liens on any amounts held by a trustee under any indenture issued in escrow pursuant to customary

escrow arrangements pending the release thereof, or under any indenture pursuant to customary discharge, redemption (including a special

mandatory redemption in connection with an acquisition) or defeasance provisions;

(k) Liens on cash or securities pledged to secure performance of tenders, surety and appeal bonds, government

contracts, performance and return of money bonds, bids, trade contracts, leases, statutory obligations, regulatory obligations and other

obligations of a like nature incurred in the ordinary course of business; provided that no Liens under this clause (k) shall secure Debt

for borrowed money;

(l) Liens on insurance policies and the proceeds thereof securing the financing of the related premiums;

(m) Liens in connection with cash pooling arrangements of the Obligors and their Subsidiaries which

arrangements are entered into in the ordinary course of treasury business, to the extent that such Liens are granted in favor of the

financial institutions or their Affiliates operating those arrangements over any of the bank accounts which are the subject thereof;

(n) Liens granted by any Subsidiary of the Borrower over (i) any receivables and any rights and property

related thereto (including any security or collateral securing such receivables, contracts, contract rights, guarantees, other credit

support, letters of credit, and insurance in respect of such receivables, records with respect to such receivables, related deposit accounts,

any undivided beneficial interest over receivables repurchased by any such originator and any rights related thereto, interest in the

goods that gave rise to such receivable (including returned goods), related deposit accounts and any other rights or property customarily

transferred together with such receivables, and all collections and proceeds deriving from any of the foregoing) in connection with (x)

a securitization of receivables, (y) any receivables financing that is effected on an on-balance sheet basis, off-balance sheet basis,

non-recourse basis, limited-recourse basis, or (z) the Existing Receivables Facility or (ii) the shares in or bank accounts of an issuing

vehicle that is the issuer or borrower of such securitization (including, for the avoidance of doubt, any Liens granted pursuant to or

otherwise in connection with any of the foregoing including the Existing Receivables Facility); and

(o) Liens not otherwise permitted by the foregoing clauses of this Section; provided that the aggregate outstanding principal amount of all Debt and other obligations secured thereby and outstanding at the time

such Debt is incurred or such Lien is granted, together (without duplication) with the aggregate outstanding principal amount of all

Debt for borrowed money incurred in reliance on the lead-in to Section 7.08 and outstanding at such time, shall not exceed 15.0% of Consolidated Total Assets (as of the date of determination) in the

aggregate.

The expansion

of obligations secured by Liens by virtue of accrual of interest, the accretion of accreted value, the payment of interest or dividends

in the form of additional Debt, amortization of original issue discount and increases in the amount of Debt outstanding solely as a result

of fluctuations in the exchange rate of currencies will not be deemed to be an incurrence of Liens for purposes of this Section

7.01.

7.02 Financial

Covenant. The Borrower will not permit, as of

the last day of any fiscal quarter of the Borrower, commencing with the first fiscal quarter of the Borrower ending after the Funding

Date, the ratio of (a) Consolidated Net Funded Debt as of such day to (b) Consolidated EBITDA for the period of four consecutive fiscal

quarters of the Borrower ending on such day to be greater than 3.50 to 1.00, subject to, at the Borrower’s election (by delivery

of written notice thereof to the Administrative Agent no later than fifteen days (or such later date as the Administrative Agent may

agree to in its discretion) after the consummation of a Threshold Acquisition), an increase to 4.00 to 1.00 for the period of four consecutive

fiscal quarters of the Borrower ending immediately following the consummation of a Threshold Acquisition (including, for the avoidance

of doubt, the fiscal quarter in which such Threshold Acquisition is consummated); provided that there shall be at least one fiscal

quarter of the Borrower after the financial covenant level returns to 3.50 to 1.00 before a subsequent increase election may be made.

7.03 [Reserved].

7.04 [Reserved].

7.05 Mergers

and Sales of Assets. The

Borrower shall not (a) consolidate or merge with or into any other Person or (b) sell, lease or otherwise transfer, directly or indirectly,

all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole, to any other Person; provided that:

the Borrower may merge with any other Person if (x)

the Borrower is the Person surviving such merger and (y) immediately after giving effect to such merger, no Event of Default shall have

occurred and be continuing.

7.06 Change

in Nature of Business. The Obligors shall not,

nor shall they permit any of their Subsidiaries to, directly, knowingly or indirectly, engage in any material line of business substantially

different from those lines of business conducted by the Obligors and their Subsidiaries (taken as a whole) on the date hereof or any

business substantially related or incidental thereto; provided that any Obligor or any of its Subsidiaries may engage in any Similar

Business.

7.07 Use

of Proceeds. The Borrower shall not use the

proceeds of the Borrowing, whether directly or indirectly, for a purpose that entails a violation of Regulations U, T or X of the FRB.

The proceeds of the Loans shall not be used, directly or knowingly indirectly, by any Obligor or any of its Subsidiaries (after due and

careful inquiry) (a) to fund any operations in, finance any investments or activities in, or make any payments to a Sanctioned Country

or Sanctioned Person except to the extent permitted for a Person required to comply with Sanctions or (b) in any manner that would result

in a violation of any Anti-Terrorism Law or Sanctions applicable to any party hereto.

7.08 Subsidiary

Debt. The Borrower shall not permit the aggregate

outstanding principal amount of Debt for borrowed money of all Subsidiaries of the Borrower (other than Guarantors), together (without

duplication) with the aggregate outstanding principal amount of all Debt secured by Liens in reliance on Section 7.01(o) and outstanding

at such time, to exceed 15.0% of Consolidated Total Assets (as of the date of determination), in the aggregate, except:

(a) any Debt existing at the time such Person becomes a Subsidiary of the Borrower not incurred in contemplation

of such event;

(b) any Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring,

leasing, improving, constructing, repairing, maintaining, or installing any asset (including capital lease obligations); provided that (i) such Debt is incurred concurrently with or within 180 days after completion of the acquisition, lease, improvement,

construction, repair, maintenance, or installation thereof and (ii) immediately after giving effect to the incurrence or assumption of

such Debt, the Borrower shall be in compliance, on a pro forma basis, with the financial covenant set forth in Section

7.02 (calculated by reference to the latest consolidated financial statements of the Borrower delivered pursuant to Section

6.01 or, prior to the first delivery of such financial statements, by reference to the financial statements described in Section

5.04(a));

any securitization of receivables and any rights and property related thereto, (ii) any receivables financing that is effected on an

on-balance sheet basis, off-balance sheet basis, non-recourse basis, limited-recourse basis, or (iii) the Existing Receivables Facility

(including, for the avoidance of doubt, any Debt incurred by a Subsidiary of the Borrower pursuant to or otherwise in connection with

any of the foregoing including the Existing Receivables Facility);

(d) any Debt of any Person existing at the time such Person is merged or consolidated with or into the

Borrower or a Subsidiary of the Borrower not created in contemplation of such event;

(e) any unsecured Debt incurred by any Subsidiary of the Borrower that is a special purpose finance

company to the extent that the proceeds of such Debt are either directly or via one or more non-trading vehicles on-lent to an Obligor

(and which Subsidiary of the Borrower does not own any assets other than those consistent with its special purpose finance nature);

(f) any Debt owed to the Borrower or any other Subsidiary of the Borrower;

(g) any Debt incurred to finance insurance premiums in the ordinary course of business in an aggregate

principal amount not to exceed the amount of such insurance premiums;

(h) any Guarantees of other Debt permitted by this Agreement; and

(i) any Debt arising out of the refinancing, extension, renewal or refunding of any Debt permitted under

clause (a), (b),

(c), or (d) of this Section; provided that such Debt is not increased

(other than amounts incurred to pay costs, including accrued and unpaid interest, fees, premiums and expenses related thereto, at renewal

and replacement).

7.09 UK Pensions. Each

Obligor will ensure it is not a party, and will procure that none of its Subsidiaries or Affiliates is a party, to any act or omission

in relation to the UK DB Plan which is reasonably likely to result in the issuance of a Contribution Notice or Financial Support Direction

or the exercise of a successful prosecution or sanction pursuant to any Criminal Pension Power.

Article

VIII

EVENTS OF DEFAULT AND REMEDIES

8.01 Events of Default.

Any of the following shall constitute an Event of Default:

(a) Non-Payment.

Either Obligor fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or (ii) within five Business

Days after the same becomes due, any interest on any Loan, or any fee due hereunder, or any other amount payable hereunder or under any