exhibit103fergusonrpaame






Thirteenth Amendment to Receivables Purchase Agreement (Ferguson Receivables, LLC) This Thirteenth Amendment (this “Amendment”) is entered into by the undersigned parties as of  October 7, 2022, and amends the Receivables Purchase Agreement dated as of July 31, 2013, as previously  amended, supplemented or modified through the date hereof (the “Receivables Purchase Agreement”), among  FERGUSON RECEIVABLES, LLC, a Delaware limited liability company (the “Seller”), FERGUSON  ENTERPRISES, LLC (formerly Ferguson Enterprises, Inc.), a Virginia limited liability company (the “Servicer”),  the Originators party thereto from time to time, the Conduit Purchasers listed on Schedule I thereto from time to  time, the Committed Purchasers listed on Schedule I thereto from time to time, the LC Banks listed on Schedule III  thereto from time to time, the Facility Agents listed on Schedule I thereto from time to time, ROYAL BANK OF  CANADA, as the administrative agent (in such capacity, the “Administrative Agent”) and FERGUSON PLC  (formerly Wolseley plc), a company incorporated in Jersey and having registration number 128484 (the “Parent”). Preliminary Statements  (1) On the date hereof, a new Purchase Group, consisting of Starbird Funding Corporation, as a Conduit  Purchaser, and BNP Paribas, as a Committed Purchaser and a Facility Agent (the “BNP Purchase Group”), desires  to join the Facility, and the other parties to the Receivables Purchase Agreement are willing to agree to such  joinder, all as provided herein; and  (2) The parties hereto desire to amend the Receivables Purchase Agreement to (i) increase the size of  the Facility, (ii) reallocate the maximum Purchase amounts among the Purchase Groups, (iii) extend the Scheduled  Termination Date, (iv) provide for a Purchase on a same-day basis, (v) conform certain provisions, including the  provisions relating to the LIBOR transition, to the Credit Agreement and (vi) make certain other changes Therefore, the parties hereto agree as follows: Defined Terms; References.  Unless otherwise defined in this Amendment, each capitalized term used  but not otherwise defined herein has the meaning given such term in the Receivables Purchase Agreement, as  amended by this Amendment.  Unless the context of this Amendment otherwise clearly requires, references to the  plural include the singular, references to the part include the whole and the words “include”, “including” and  “includes” shall be deemed to be followed by “without limitation”.  Each reference to “hereof”, “hereunder”,  “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other  similar reference contained in the Receivables Purchase Agreement shall, after the Amendment Effective Date  (defined below), refer to the Receivables Purchase Agreement as amended hereby.  This Amendment shall not  constitute a novation of the Receivables Purchase Agreement, but shall constitute an amendment thereto.  The  parties hereto agree to be bound by the terms and obligations of the Receivables Purchase Agreement, as amended  by this Amendment, as though the terms and obligations of the Receivables Purchase Agreement were set forth  herein. I. Joinder of New Purchase Group; Increase of Maximum Net Investment; Reallocations 1.1 By executing this Amendment, each member of the BNP Purchase Group agrees with the other  parties to the Receivables Purchase Agreement that (i) it shall become a party to and be bound by all of the terms of  the Receivables Purchase Agreement and all other Transaction Documents, and to the extent of its interests  received pursuant to this Amendment, have the rights and obligations of a Purchaser or Facility Agent, as  applicable, thereunder; (ii) appoints and authorizes the Administrative Agent to take such action as agent on its  behalf and to exercise such powers under the Receivables Purchase Agreement, the Transaction Documents and  other instrument or document pursuant thereto as are delegated to the Administrative Agent by the terms thereof,  together with such powers as are reasonably incidental thereto and to enforce its respective rights and interest in  and under the Receivables Purchase Agreement and the Receivable Interest; and (iii) it has received a copy of  Section 11.19 of the Receivables Purchase Agreement and agrees to be bound by the terms thereof.  Each Purchaser  in the BNP Purchase Group shall deliver, on or before the Amendment Effective Date (as defined below), to the  Seller, the Servicer and the Administrative Agent the tax forms required by Section 11.07 of the Receivables  Purchase Agreement. Exhibit 10.3 Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K and, where  applicable, have been marked with “[***]” to indicate where redactions have been made. 1 





 






1.2 In accordance with the provisions of Section 2.16 of the Receivables Purchase Agreement, on the  Amendment Effective Date, the Maximum Net Investment is being increased from $800,000,000 to  $1,100,000,000.  In connection with such increase and the addition of the BNP Purchase Group, the parties have  determined to reallocate the Purchase Group Maximum Net Investments among the Purchase Groups. 1.3 The parties hereto agree that on the Amendment Effective Date, (i) the new Purchase Group  Maximum Net Investments and Purchase Group Percentages resulting from the joinder, the increase and the  reallocations provided in preceding clauses (a) and (b) shall be specified on revised Schedule I attached to the  Receivables Purchase Agreement and (ii) if the Aggregate Investment is greater than $0, then the Aggregate Net  Investment shall be reallocated among the Purchase Groups such that after giving effect to such reallocations, the  portion of the Aggregate Net Investment funded by each Purchase Group as a percentage of the total Aggregate Net  Investment shall equal such Purchase Group’s Purchase Group Percentage.  Each applicable Facility Agent, on  behalf of the applicable Purchasers in its Purchase Group, shall make the payments specified in the flow of funds  prepared by the Administrative Agent attached as Annex B. 1.4 Revised Schedule I to the Receivables Purchase Agreement is also hereby updated to set forth  information about the BNP Purchase Group. II. Amendments to Receivables Purchase Agreement Effective as of the Amendment Effective Date (as defined in Section 4.1 below), the Receivables Purchase  Agreement is amended by making the additions which appear with computer generated underscoring and making  the deletions which appear with computer generated strike-throughs, in each case, in the composite copy of the  Receivables Purchase Agreement attached hereto as Annex A. III. Representations and Warranties 3.1 In order to induce the Facility Agents, the Purchasers and the Administrative Agent to execute,  deliver and perform this Amendment, each of the Ferguson Parties, as to itself (and, if so specified, its Subsidiaries)  hereby represents and warrants to the other parties to this Amendment as of the Amendment Effective Date that:  (a) prior to and after giving effect to this Amendment, the representations and warranties of  such Person (other than those representations and warranties that were made only on and as of a specified date and  then as of such specified date) set forth in the Receivables Purchase Agreement are true and correct in all material  respects;  (b) this Amendment has been duly authorized, executed and delivered by such Person and  constitutes a legal, valid and binding obligation of such Person enforceable in accordance with its terms (subject to  usual and customary bankruptcy exceptions); and  (c) prior to and immediately after giving effect to this Amendment, no Termination Event  or Potential Termination Event exists on and as of the date hereof. IV. Conditions To Effectiveness 4.1 The effectiveness of this Amendment shall occur on the date (the “Amendment Effective Date”)  when (a) the Administrative Agent and the Facility Agents shall have received (i) duly executed counterparts of this  Amendment from each party hereto,  (ii) all other documents and instruments (duly executed, if applicable) listed  on the Closing Index attached hereto as Annex C and (iii) all necessary credit approvals of their respective  Purchase Groups, (b) each Facility Agent shall have  received its renewal fee of [***]% of its Purchase Group  Maximum Net Investment (after giving effect to the amendments effectuated by this Amendment) and any amounts  due it as specified in Annex B and (c) the fees of Chapman and Cutler LLP, counsel to the Administrative Agent  and Facility Agents, shall have been received.  2 





 






V.  Affirmation Of Ratification  5.1 The Parent hereby (a) agrees and acknowledges that the execution, delivery, and performance of this  Amendment shall not in any way release, diminish, impair, reduce, or, except as expressly stated herein, otherwise  affect its obligations under the Transaction Documents to which it is a party, which Transactions Documents shall  remain in full force and effect, (b) ratifies and affirms its obligations under the Receivables Purchase Agreement as  amended hereby and the other Transaction Documents to which it is a party, and (c) acknowledges, renews and  extends its continued liability under the Receivables Purchase Agreement as amended hereby and the other  Transaction Documents to which it is a party. VI. Miscellaneous  6.1 Article and Section headings used herein are for convenience of reference only, are not part of this  Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.   Except as expressly amended hereby, the Receivables Purchase Agreement remains in full force and effect in  accordance with its terms and this Amendment shall not by implication or otherwise alter, modify, amend or in any  way affect any of the other terms, conditions, obligations, covenants or agreements contained in the Receivables  Purchase Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.  6.2  This Amendment and the rights and obligations of the parties under this Amendment shall be  governed by and construed in accordance with the laws of the State of New York.  The provisions of Section 11.17  (Governing Law; Submission to Jurisdiction) of the Receivables Purchase Agreement are hereby incorporated by  reference.    6.3 This Amendment may be executed by one or more of the parties to this Amendment on any  number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and  the same instrument.  Delivery of an executed signature page of this Amendment by emailed pdf, facsimile  transmission or any other electronic means that reproduces an image of the actual executed signature page shall be  effective as delivery of a manually executed counterpart hereof.  The parties acknowledge and agree that they may  execute this Amendment and any Transaction Document and any variation or amendment to the same, by electronic  instrument.  The parties agree that the electronic signatures appearing on the document shall have the same effect as  handwritten signatures and the use of an electronic signature on this Amendment and any Transaction Document  shall have the same validity and legal effect as the use of a signature affixed by hand (to the extent permitted by  applicable law) and is made with the intention of authenticating this Amendment and any such Transaction  Document, applicable and evidencing the parties’ intention to be bound by the terms and conditions contained  herein and therein. For the purposes of using an electronic signature, the parties authorize each other to the lawful  processing of personal data of the signers for contract performance and their legitimate interests including contract  management. [Remainder of Page Left Intentionally Blank; Signatures Follow]  3 





 






IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their  duly authorized officers, all as of the day and year first above written. FERGUSON RECEIVABLES, LLC, as Seller  By:  /s/ Brenda L. Crowder   Name:  Brenda L. Crowder  Title:    Treasurer FERGUSON ENTERPRISES, LLC, as an Originator and  Servicer  By:  /s/ Shaun McElhannon   Name:  Shaun McElhannon  Title:  Treasurer ENERGY & PROCESS CORPORATION, as an Originator  By:  /s/ Brenda L. Crowder   Name:  Brenda L. Crowder  Title:   Treasurer FERGUSON FIRE & FABRICATION, INC., as an  Originator By:  /s/ Brenda L. Crowder   Name:  Brenda L. Crowder  Title: Treasurer  [Signature Page to Thirteenth Amendment to Receivables Purchase Agreement  (Ferguson Receivables, LLC)] 





 






DBS HOLDINGS, INC., as an Originator  By: /s/ Brenda L. Crowder   Name:  Brenda L. Crowder  Title:  Treasurer HP PRODUCTS CORPORATION, as an Originator  By: /s/ Brenda L. Crowder   Name:  Brenda L. Crowder  Title:  Treasurer [Signature Page to Thirteenth Amendment to Receivables Purchase Agreement  (Ferguson Receivables, LLC)] 





 






FERGUSON PLC, as Parent  By:  /s/ Shaun McElhannon    Name:  Shaun McElhannon  Title: Vice President [Signature Page to Thirteenth Amendment to Receivables Purchase Agreement  (Ferguson Receivables, LLC)] 





 






ROYAL BANK OF CANADA, as a Committed Purchaser, a  Facility Agent and Administrative Agent  By: /s/ Janine D. Marsini   Name: Janine D. Marsini   Title: Authorized Signatory  By:  /s/ Veronica L. Gallagher   Name: Veronica L. Gallagher   Title: Authorized Signatory THUNDER BAY FUNDING, LLC, as a Conduit Purchaser By: Royal Bank of Canada, is Attorney-in-Fact     By:  /s/ Veronica L. Gallagher   Name: Veronica L. Gallagher   Title: Authorized Signatory [Signature Page to Thirteenth Amendment to Receivables Purchase Agreement  (Ferguson Receivables, LLC)] 





 






TRUIST BANK, as a Committed Purchaser and a Facility  Agent   By:  /s/ Jason Meyer   Name: Jason Meyer  Title: Managing Director [Signature Page to Thirteenth Amendment to Receivables Purchase Agreement  (Ferguson Receivables, LLC)] 





 






GTA FUNDING LLC, as a Conduit Purchaser  By: /s/ Kevin J. Corrigan   Name: Kevin J. Corrigan  Title: Vice President RELIANT TRUST, as a Conduit Purchaser By: Computershare Trust Company of Canada, in its  capacity as trustee of Reliant Trust, by its U.S.  Financial Services Agent, The Toronto-Dominion Bank By: /s/ Luna Mills   Name: Luna Mills  Title: Managing Director THE TORONTO-DOMINION BANK, as a Committed  Purchaser and a Facility Agent  By: /s/ Luna Mills   Name: Luna Mills  Title: Managing Director [Signature Page to Thirteenth Amendment to Receivables Purchase Agreement  (Ferguson Receivables, LLC)] 





 






SMBC NIKKO SECURITIES AMERICA, INC., as a  Facility Agent  By:  /s/ Yukimi Konno   Name: Yukimi Konno  Title: Managing Director SUMITOMO MITSUI BANKING CORPORATION, as a  Committed Purchaser  By:  /s/ Jun Ashley   Name: Jun Ashley   Title: Director [Signature Page to Thirteenth Amendment to Receivables Purchase Agreement  (Ferguson Receivables, LLC)] 





 






PNC BANK, NATIONAL ASSOCIATION, as a  Committed Purchaser and a Facility Agent  By:  /s/ Eric Bruno   Name: Eric Bruno  Title: Senior Vice President [Signature Page to Thirteenth Amendment to Receivables Purchase Agreement  (Ferguson Receivables, LLC)] 





 






STARBIRD FUNDING CORPORATION, as a Conduit  Purchaser  By:  /s/ David V. DeAngelis   Name: David V. DeAngelis  Title: Vice President BNP PARIBAS, as a Facility Agent  By:  /s/ Chris Fukuoka   Name: Chris Fukuoka  Title: Director  By:  /s/ Advait Joshi   Name: Advait Joshi  Title: Director BNP PARIBAS, as a Committed Purchaser  By:  /s/ Chris Fukuoka   Name: Chris Fukuoka  Title: Director  By:  /s/ Advait Joshi   Name: Advait Joshi  Title: Director [Signature Page to Thirteenth Amendment to Receivables Purchase Agreement  (Ferguson Receivables, LLC)] 





 






  Showing Changes from Conformed Copy   (throughof December 8, 2021)       ANNEX A TO   THIRTEENTH AMENDMENT  TO RECEIVABLES PURCHASE AGREEMENT       4879-8911-26164884-0427-2688            RECEIVABLES PURCHASE AGREEMENT  dated as of July 31, 2013   among   FERGUSON RECEIVABLES, LLC,  as Seller,  FERGUSON ENTERPRISES, LLC,  as Servicer,  THE ORIGINATORS PARTY HERETO FROM TIME TO TIME,  THE CONDUIT PURCHASERS LISTED ON SCHEDULE I FROM TIME TO TIME,  THE COMMITTED PURCHASERS LISTED ON SCHEDULE I FROM TIME TO TIME,  THE LC BANKS LISTED ON SCHEDULE III FROM TIME TO TIME,  THE FACILITY AGENTS LISTED ON SCHEDULE I FROM TIME TO TIME,  ROYAL BANK OF CANADA,  as Administrative Agent,  and  FERGUSON PLC,  as Parent  





 






   2      





 






   -i-  TABLE OF CONTENTS  PAGE  ARTICLE I DEFINITIONS; CONSTRUCTION ..........................................................................12  Section 1.01. Certain Definitions .....................................................................................12  Section 1.02. Interpretation and Construction .............................................................3635  Section 1.03. (a) IFRS; Conversion to GAAP[Reserved] ...............................................36  Section 1.04. Use of Historical Data ................................................................................36  ARTICLE II PURCHASES AND SETTLEMENTS ....................................................................3736  Section 2.01. General Assignment and Conveyance; Intent of the Parties. .................3736  Section 2.01A. Certain Reconveyances. .............................................................................38  Section 2.02. Incremental Purchases ...........................................................................3938  Section 2.03. Purchase Price ............................................................................................39  Section 2.04. Payments to Seller..................................................................................4039  Section 2.05. Reinvestment Purchases.............................................................................40  SECTION 2.06.BENCHMARK REPLACEMENT\F C \L ..........................................................................40  Section 2.07. Yield and, Fees; Break Funding and Costs ............................................4241  Section 2.08. Settlements and Other Payment Procedures ..........................................4342  Section 2.09. Mandatory Reduction of Aggregate Exposure Amount ............................45  Section 2.10. Letters of Credit .....................................................................................4645  Section 2.11. Letter of Credit Reimbursements; Payments .........................................4948  Section 2.12. Defaulting Purchasers ............................................................................5150  Section 2.13. Payments and Computations, Etc. .........................................................5251  Section 2.14. Increased Costs ..........................................................................................52  Section 2.15. Optional Reduction of Maximum Net Investment; Optional  Reduction of Aggregate Net Investment..........................................5352  Section 2.16. Increase in Maximum Net Investment .......................................................53  Section 2.16. Procedures for Extension of Scheduled Termination Date;  Non-Extending Purchase Groups .........................................................53  Section 2.17. Facility Termination...............................................................................5554  Section 2.19. Swingline Purchases ..................................................................................54  ARTICLE III CLOSING PROCEDURES .................................................................................5556  Section 3.01. Purchase and Sale Procedures ................................................................5556  Section 3.02. Conditions to Closing ............................................................................5556  Section 3.02A. Conditions to Amendment Effectiveness; Post-Effectiveness  Covenants .........................................................................................5859  Section 3.03. Conditions to Purchases and Letter of Credit Usage .............................5859  Section 3.04. Conditions to Purchase/Acceptance of Assignment of  Receivables of Additional Originator; Release and  Reconveyance of Certain Receivables .............................................5960  





 






   -ii-  ARTICLE IV PROTECTION OF THE OWNERS; ADMINISTRATION AND SERVICING  OF RECEIVABLES; COLLECTIONS .............................................................6162  Section 4.01. Acceptance of Appointment and Other Matters Relating to the  Servicer ............................................................................................6162  Section 4.02. Maintenance of Information and Marking of Computer  Records ............................................................................................6263  Section 4.03. Protection of the Interests of the Purchasers and LC Banks ..................6263  Section 4.04. Maintenance of Writings and Records .......................................................63  Section 4.05. Information ............................................................................................6364  Section 4.06. Audits; Agreed-Upon Procedures ..........................................................6364  Section 4.07. No Impairment .......................................................................................6465  Section 4.08. Administration and Collections .............................................................6465  Section 4.09. Complete Servicing Transfer .................................................................6566  Section 4.10. Lockboxes; Lockbox Accounts; Depositary Accounts ..........................6667  Section 4.11. Reports ...................................................................................................6869  Section 4.11A. Transition Receivables ...........................................................................6970  Section 4.124.13. Servicer Indemnification of Indemnified Parties .............................7071  Section 4.13. Servicing Fee .........................................................................................7172  ARTICLE V PARENT UNDERTAKING ................................................................................7172  Section 5.01. Guaranty .................................................................................................7172  Section 5.02. Guaranty Absolute .................................................................................7273  Section 5.03. Waiver ....................................................................................................7374  Section 5.04. Subrogation ............................................................................................7374  ARTICLE VI REPRESENTATIONS AND WARRANTIES ..........................................................7475  ARTICLE VII COVENANTS ..................................................................................................7980  Section 7.01. Affirmative Covenants of the Ferguson Parties .....................................7980  Section 7.02. Negative Covenants of the Ferguson Parties .........................................8587  Section 7.06. Separateness Covenants .........................................................................8890  ARTICLE VIII TERMINATION ...............................................................................................9092  Section 8.01. Termination Events ................................................................................9092  Section 8.02. Consequences of a Termination Event ..................................................9295  ARTICLE IX THE  ADMINISTRATIVE AGENT AND THE FACILITY AGENTS .........................9395  Section 9.01. Authorization and Action .......................................................................9395  Section 9.02. UCC Filings ...........................................................................................9496  Section 9.03. Administrative Agent’s and Facility Agents’ Reliance, Etc. .................9597  Section 9.04. Non-Reliance on the Administrative Agent and the Facility  Agents ..............................................................................................9698  Section 9.05. Administrative Agent, Facility Agents and Affiliates ...........................9799  





 






   -iii-  Section 9.06. Indemnification ......................................................................................9799  Section 9.07. Successor Administrative Agent ..........................................................98100  Section 9.08. Erroneous Payments.................................................................................101  ARTICLE X INDEMNIFICATION; EXPENSES .....................................................................99103  Section 10.01. Indemnity by Seller ..............................................................................99103  Section 10.02. Indemnity for Taxes ...........................................................................101105  Section 10.03. Indemnity by Originators. ..................................................................103107  Section 10.04. Expenses ............................................................................................103107  ARTICLE XI MISCELLANEOUS ......................................................................................104108  Section 11.01. Amendments and Waivers .................................................................104108  Section 11.02. Successors and Assigns; Assignments; Participations .......................105109  Section 11.03. No Implied Waiver; Cumulative Remedies .......................................107111  Section 11.04. No Discharge .....................................................................................107111  Section 11.05. [Reserved] ..........................................................................................107112  Section 11.06. Payments Set Aside............................................................................107112  Section 11.07. Tax Forms and Status.........................................................................108112  Section 11.08.  Replacement of Purchase Groups .....................................................108113  Section 11.09. No Petition .........................................................................................109113  Section 11.10. No Recourse .......................................................................................109114  Section 11.11. Holidays .............................................................................................110114  Section 11.12. Records ..............................................................................................110114  Section 11.13. Term of Agreement ............................................................................110114  Section 11.14. Notices ...............................................................................................110114  Section 11.15. Severability ........................................................................................110115  Section 11.16. Prior Understandings .........................................................................111115  Section 11.17. Governing Law; Submission to Jurisdiction ......................................111115  Section 11.18. Counterparts; Electronic Signature ....................................................111115  Section 11.19. Confidentiality ...................................................................................111116  Section 11.20. USA Patriot Act .................................................................................112116  Section 11.21. Acquisitions .......................................................................................112117  Section 11.22. Waiver of Jury Trial ...........................................................................113117  Section 11.23. Designated Excluded Receivables .....................................................113117  Section 11.24. Acknowledgement and Consent to Bail-In of EEA Financial  Institution .....................................................................................114119  





 






   -iv-  EXHIBIT A — Credit and Collection Policy  EXHIBIT B — Form of Monthly Report  EXHIBIT C — Form of Assumption Agreement   EXHIBIT D  Form of Addendum/Amendment (Extension of Scheduled Termination  Date)  EXHIBIT E — Form of Purchase Notice/Letter of Credit Request  EXHIBIT F — Form of Optional Reduction Notice  EXHIBIT G -- Form of Notice of Designated Excluded Receivables  SCHEDULE I — Schedule of Purchase Groups, Purchase Group Maximum Net Investments,  Purpose Group Percentages, Notice Addresses and Funds Transfer Address)  SCHEDULE II — Schedule of Depositary Banks, Lockboxes, and Accounts  SCHEDULE III — Schedule of LC Banks, LC Bank Sublimits, Notice Addresses and Funds  Transfer Information  SCHEDULE IV -- Schedule of Designated Excluded Receivables  





 






    RECEIVABLES PURCHASE AGREEMENT  RECEIVABLES PURCHASE AGREEMENT, dated as of July 31, 2013 (this “Agreement”),  among FERGUSON RECEIVABLES, LLC, a Delaware limited liability company (the “Seller”),  FERGUSON ENTERPRISES, LLC, a Virginia limited liability company (“Ferguson”), as servicer (in  such capacity, the “Servicer”), FERGUSON AND THE OTHER ORIGINATORS (as defined herein) party  hereto from time to time (the “Originators”), the CONDUIT PURCHASERS (as defined herein) party  hereto from time to time and listed on Schedule I hereto, the COMMITTED PURCHASERS (as defined  herein) party hereto from time to time and listed on Schedule I hereto, the LC BANKS (as defined  herein) party hereto from time to time and listed on Schedule III hereto, the FACILITY AGENTS (as  defined herein) party hereto from time to time and listed on Schedule I hereto, ROYAL BANK OF  CANADA, as administrative agent for the Conduit Purchasers, the Committed Purchasers, the LC  Banks and the Facility Agents (together with its successors and assigns, in such capacity, the  “Administrative Agent”) and FERGUSON PLC, a company incorporated in Jersey under registered  number 128484 (the “Parent”).  RECITALS  WHEREAS, the Seller intends to purchase from the Originators receivables generated by the  Originators from time to time, and certain rights and interests related thereto;  WHEREAS, the Facility Agents, on behalf of their respective Purchase Groups (as defined  herein), will from time to time purchase from the Seller undivided percentage ownership interests  in such receivables pursuant to and in accordance with the terms hereof;  WHEREAS, PNC Bank, National Association, in its capacity as Swingline Purchaser, will  from time to time purchase, on a same-day basis, from the Seller undivided percentage ownership  interests in such receivables pursuant to and in accordance with the terms hereof;  WHEREAS, the LC Banks, if any, will from time to time issue letters of credit at the request  of the Seller, and the Seller will assign an undivided percentage interest in such receivables to  secure its reimbursement obligations with respect to such letters of credit pursuant to and in  accordance with the terms hereof;  WHEREAS, the Parent has agreed to provide a performance guaranty with respect to the  obligations of the Servicer and the Originators contained herein and in the Purchase and  Contribution Agreement (as defined herein); and  WHEREAS, the Administrative Agent will act in such capacity on behalf of the Facility  Agents and the Purchase Groups hereunder.  NOW, THEREFORE, the parties hereto hereby agree as follows:  ARTICLE I    





 






  -2-  DEFINITIONS; CONSTRUCTION   Section 1.01. Certain Definitions.  As used in this Agreement, the following terms shall  have the following meanings:  “Account” shall mean any Lockbox Account, any Depositary Account, any Blocked Local  Account, the Concentration Account or the Collection Account.  “Acquisition Receivable” shall have the meaning specified in Section 11.21 hereof.  “Administrative Agent” shall mean Royal Bank of Canada, and its successors and assigns.  “Administrative Agent Fee Letter” shall mean the agreement between the Seller and the  Administrative Agent, setting forth the fees payable by the Seller to the Administrative Agent, as  the same may be from time to time amended, modified orrestated, supplemented or otherwise  modified from time to time.  “Affected Financial Institution” shall mean any (i) EFA Financial Institution or (b) any  UK Financial Institution.  “Affected Person” shall have the meaning specified in Section 2.14 hereof.  “Affiliate” shall mean, with respect to a specified 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.    “Affiliated Obligor” shall mean any Obligor that is an Affiliate or Subsidiary of another  Obligor.  “Aggregate Exposure Amount” shall mean, at any time, the sum of (i) the Aggregate Net  Investment, (ii) the undrawn Stated Amount of all Letters of Credit outstanding and (iii)  Reimbursement Obligations.  “Aggregate Net Investment” shall mean, at any time, the sum of (i) each Purchase Group’s  Net Investment (other than the Net Investment attributable to a Swingline Purchase) at such time  and (ii) the Swingline Purchaser’s Net Investment attributable to a Swingline Purchase at such  time.  “Aggregate Unpaids” shall mean, at any time, an amount equal to the sum of (i) the  aggregate accrued and unpaid Yield on the Aggregate Net Investment and the Reimbursement  Obligations at such time, (ii) the Aggregate Net Investment at such time, (iii) the aggregate amount  of Reimbursement Obligations at such time; (iv) all fees accrued and unpaid hereunder or under  the Transaction Fee Letters at such time and (v) all other amounts owed (whether due or accrued)  hereunder by the Seller to the Purchasers (including the Swingline Purchaser), the Facility Agents,  the LC Banks and the Administrative Agent or the Support Providers at such time.    





 






  -3-  “Agreement” shall mean this Receivables Purchase Agreement, as the same may from  time to time be amended, restated, supplemented or otherwise modified from time to time.  “Alternate Base Rate” shall mean, for any Purchase Group, on any day, a fluctuating  interest rate per annum as shall be in effect from time to time, which rate shall be at all times equal  to the highest of (i) the prime rate announced from time to time by the related Facility Agent in  effect on such day, (ii) (A) the rate equal to the weighted average of the rates on overnight Federal  funds transactions with members of the Federal Reserve System arranged by Federal funds  brokers, as published for such day (or, if such day is not a Business Day, for the preceding  Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for  any day that is a Business Day, the average of the quotations for such day for such transactions  received by such Facility Agent or LC Bank, as applicable, from three Federal funds brokers of  recognized standing selected by it, plus (B) one-half of one percent (.50%) per annum, Swingline  Purchaser or LC Bank, as applicable,  in effect on such day, (ii) the Federal Funds Rate and (iii) the  Term SOFR of a tenor of one- month Eurodollar Rate  plus the sum of the Benchmark Margin and  one percent (1%) per annum.  “Amendment Effective Date” shall mean DecemberOctober 87, 20212022.   “Anti-Terrorism Law” shall mean the OFAC Laws and Regulations, the Executive Order,  the USA Patriot Act, the BSA and any other applicable requirements of law and governmental  guidance for the prevention of terrorism, terrorist financing and drug trafficking or the prevention  and detection of money laundering violations, in each case, of the United States or any member  state of the European Union.  “Annual Gross Write-off Ratio” shall mean the ratio (expressed as a percentage) calculated  for each fiscal year ended July 31 and reported in the Monthly Report delivered to the Facility  Agents on the Monthly Report Date immediately following such fiscal year of (i) the gross  write-offs of Receivables during such fiscal year to (ii) the aggregate Outstanding Balance of  Receivables generated during such fiscal year.  “Approved Data Reporting System” shall mean any of the following: (i) for the  Receivables of any branch or location of an Originator or any Acquisition Receivables related to a  particular acquisition by an Originator, the Trilogie system; and (ii) for the Transition Receivables  of a branch or location of an Originator or any Acquisition Receivables related to a particular  acquisition by an Originator, Oracle, at such time as the Servicer can accurately report, to the  reasonable satisfaction of the Administrative Agent, all data required to be reported hereunder, for  such Transition Receivables or Acquisition Receivables, as the case may be.  “Assumption Agreement” shall mean an agreement in the form of Exhibit C hereto (with  such changes as may be appropriate under the specific circumstances) executed and delivered in  accordance with Sections 2.16, 2.17, 11.02, and 11.08 hereof.  “Bail-In Action” shall mean the exercise of any Write-Down and Conversion Powers by  the applicable EEA Resolution Authority in respect of any liability of an EEAAffected Financial  Institution.  





 






  -4-  “Bail-In Legislation” shall mean, (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 for such EEA Member Country from time to time  which is described in the EU Bail-In Legislation Schedule and (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).  “Benchmark” shall mean, initially, LIBOR, provided that if a Benchmark Transition Event  or an Early Opt-in Election, as applicable, and its related Benchmark(i) before the Amendment  Effective Date, LIBOR, and (ii) beginning on the Amendment Effective Date, Term SOFR,  provided that if a Term SOFR Replacement Date haveEvent has occurred with respect to LIBOR  or the then-current BenchmarkTerm SOFR, then the “Benchmark” shall mean the applicable  Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior  benchmark rate pursuant to Section 2.06 hereof; provided, further, that upon the amendment of the  Credit Agreement to reflect LIBOR transition provisions after May 19, 2021, all LIBOR transition  provisions in the Credit Agreement (including the definition of Benchmark, Benchmark  Replacement, Benchmark Replacement Adjustment,.  “Benchmark Margin” shall mean (i) initially, 0.10% per annum and (ii) with respect to a  Benchmark Replacement Conforming Changes, Benchmark Transition Event, Benchmark  Unavailability Period and Section 2.06) shall automatically and without further action be deemed  applicable to this Agreement and the calculation of Yield hereunder, 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 Required Facility Agents and the Seller in  accordance with Section 2.06.  “Benchmark Replacement” shall mean the first alternative set forth in the order below that  can be determined by the Administrative Agent for the applicable Benchmark Replacement  Date(i) with respect to the Benchmark Transition Event that is deemed to occur on the Amendment  Effective Date, Term SOFR, and (ii) with respect to any Benchmark Transition Event on and after  the Amendment Effective Date, a benchmark rate which is:   (1)  the sum of (a) Term SOFR and (b) the Benchmark Replacement Adjustment,  (2)  the sum of (a) Daily Simple SOFR and (b) the Benchmark Replacement  Adjustment,     (3) the sum of: (a) the benchmark rate that has been selected by the Administrative  Agent and the Seller as the replacement for the then-current Benchmark Replacement for  the applicable Calculation Period or interest payment period  giving due consideration to  (i) any selection or recommendation of a 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  





 






  -5-  the then-current Benchmark Replacement for U.S. dollar-denominated syndicated credit  facilities  at such time and (b) the related  Benchmark Replacement Adjustment;   (a) formally designated, nominated or recommended as the replacement for Term  SOFR by:  (i) the administrator of Term SOFR (provided that the market or economic  reality that such benchmark rate measures is the same as that measured by  Term SOFR); or  (ii) any Relevant Nominating Body,  and if replacements have, at the relevant time, been formally designated, nominated  or recommended under both paragraphs, the “Benchmark Replacement” will be the  replacement under paragraph (ii) above;   (b) in the opinion of the Required Facility Agents and the Seller, generally accepted in  the international or any relevant domestic syndicated loan markets as the  appropriate successor to Term SOFR; or  (c) in the opinion of the Required Facility Agents and the Seller, an appropriate  successor to Term SOFR;  provided that, in the case of clause (1),if such Unadjusted Benchmark Replacement is displayed on  a screen or other information service that published such rate from time to timer as selected by the  Administrative Agent; and provided further that, if the Administrative Agent determines that Term  SOFR has become available, is administratively feasible for the Administrative Agent and would  have been identified as the Unadjusted Benchmark Replacement in accordance with the foregoing  if it had been so available at the time that the Benchmark Replacement then in effect was so  identified, and the Administrative Agent notifies the Seller and each Facility Agent of such  availability, then from and after the beginning of the Calculation Period, relevant interest payment  date or payment period for interest calculated, in each case, commencing no less than thirty (30)  days after the date of such notice, the Unadjusted Benchmark Replacement shall be Term SOFR  and the Benchmark Replacement shall be Term SOFR plus the relevant Benchmark Replacement  Adjustment.  Notwithstanding anything else herein to the contrary, if at any time the Unadjusted  Benchmark Replacement shall beas so determined towould be less than zero0.00%, the  Unadjustedsuch Benchmark Replacement shallwill be deemed to be zero0.00% for allthe purposes  of this Agreement and anythe other Transaction DocumentDocuments.  “Benchmark Replacement Adjustment” shall mean, with respect to any replacement of the  then-current Benchmark with an Unadjusted Benchmark Replacement for an applicable interest  period and any available tenor for any setting of such Unadjusted Benchmark Replacement:    (1) for purposes of determining the Benchmark Replacement in clause (1) or (2) of that  definition, the first alternative set forth in the order below that can be determined by the  Administrative Agent:  (a)  the spread adjustment, or method for calculating or determining such spread  adjustment, at the time the Benchmark Replacement is first set that has been selected or  





 






  -6-  recommended by the Relevant Governmental Body for the replacement of such  Benchmark with the Unadjusted Benchmark Replacement (taking into account the  Calculation Period, interest period, interest payment date or payment period for interest  calculated and/or tenor thereto); or   -  (b) the spread adjustment as of the time such Benchmark  Replacement is first  set  (taking into account the Calculation Period, interest period, interest payment date or  payment period for interest calculated and/or tenor thereto) that would apply (or has  previously been applied) to the fallback rate for a derivative transaction referencing the  ISDA Definitions (taking into account the Calculation Period, interest period, interest  payment date or payment period for interest calculated and/or tenor thereto).    (2) for purposes of clause (3) of the definition of “Benchmark Replacement,” the  spread adjustment, or method for calculating or determining such spread adjustment, that has  been selected by the Administrative Agent and the Seller for  the applicable into Calculation  Period, interest period, interest payment date or payment period for interest calculated and/or  tenor thereto, 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 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 U.S. dollar- denominated syndicated credit  facilities; provided that, in the case of clause (1) above, such adjustment is displayed on a screen  or other information service that publishes such Benchmark Replacement Adjustment from time  to time as selected by the Administrative  Agent in its  reasonable discretion.  “Benchmark Replacement Conforming Changes” shall mean, with respect to any proposed  Benchmark Replacement, any conforming changes to the definition of “Business Day”,  “Calculation Period”, timing and frequency of determining rates and making payments of interest  and other technical, administrative or operational matters (including, for the avoidance of doubt,  the definition of Business Day, timing of borrowing requests or prepayment, conversion or  continuation notices and length of lookback periods) as may be appropriate, in the discretion of the  Administrative Agent, to reflect the adoption and implementation of such Benchmark  Replacement and to permit the administration thereof by the Administrative Agent in a manner  substantially consistent with market practice (or, if the Administrative Agent determines that  adoption of any portion of such market practice is not administratively feasible or that no market  practice for the administration of such Benchmark Replacement exists, in such other manner of  administration as the Administrative Agent determines is reasonably necessary in connection with  the administration of this Agreement and any other Transaction Document).  “Benchmark Replacement Date” shall mean the earliest to occur of the following events  with respect to the then-current Benchmark:   (1) in the case of clause (1) or (2) of the definition of “Benchmark Transition  





 






  -7-  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 other Benchmark (or such component  thereof);   (2) in the case of clause (3) of the definition of “Benchmark Transition  Event,” the date of the public statement or publication of information referenced therein;   or   (3) in the case of an Early Opt-in Election, the sixth (6th) Business Day after  the date notice of such Early Opt-in Election is provided to the Facility Agents, so long  as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the  fifth (5th) Business Day after the date notice  of such Early Opt-in Election is provided  to the Facility Agents, written notice of objection to such Early Opt-in Election  from  the Required Facility Agents.  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 any determination, the the Benchmark Replacement  Date will be deemed to have occurred prior to the 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 toany 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” shall mean the occurrence of one or more of the following  events with respect to the then-current Benchmark:, with respect to (i) LIBOR, the event which is  deemed to have occurred on the Amendment Effective Date and (ii) Term SOFR, the occurrence  of the Term SOFR Replacement Event.  (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 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 any available tenor of such Benchmark (or such component  thereof); or  (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), or any Relevant Governmental Body or Official Body with jurisdiction  over the administrator for such Benchmark (or such component), which states that the  administrator of such Benchmark (or such component) has ceased or will cease to provide  all available tenors of 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 any available tenors of such Benchmark (or such  





 






  -8-  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 all available tenors of such Benchmark (or such  component thereof) are no longer representative.  For the avoidance of doubt, a “Benchmark Transition Event”: shall 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- available tenor of such Benchmark (or the published  component used in the calculation thereof).  “Benchmark Unavailability Period” shall mean 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 the then-current Benchmark  Replacement for all purposes hereunder  and under any Transaction Document in accordance with  Section 2.06 hereof and (y) ending at the time that a Benchmark Replacement has replaced the  then-current Benchmark Replacement for all purposes hereunder and under any Transaction  Document in accordance with this Section 2.06 hereof.  “Beneficiaries” shall mean the Administrative Agent, for the benefit of itself, the Facility  Agents, the Purchasers and the LC Banks.  “Beneficial Ownership Certificate” shall mean a certificate regarding beneficial  ownership as required by the Beneficial Ownership Regulation, in substantially the form  prescribed in the Beneficial Ownership Regulation.  “Beneficial Ownership Regulation” shall mean 31 C.F.R. § 1010.230.  “Bill and Hold Receivable” shall mean a Receivable originated as a “billed but not  shipped” or as a “bill and hold”.   “Blocked Account Agreement” shall mean the “control” agreement related to each  Lockbox Account, Depositary Account, Blocked Local Account (other than as specified in the  proviso in the definition of “Blocked Local Account”) and the Concentration Account, in form and  substance reasonably acceptable to the Administrative Agent, by and among the Seller, the  Servicer, the Administrative Agent and the applicable Depositary Bank.  “Blocked Local Account” shall mean, with respect to an Originator, an account established  and maintained at a Depositary Bank by the Seller into which Obligor payments with respect to  Receivables, as well as payments on cash sales, in each case, generated by such Originator are  deposited; provided, however, that during the period from May 19, 2021 to September 1, 2021,  Account # 1059629166 established and maintained at PNC by Ferguson shall be deemed a  Blocked Local Account for all purposes under this Agreement and the other Transaction  Documents.   “Break Funding Costs” shall mean the amount payable by the Seller on any Reduction  





 






  -9-  Date (other than a Mandatory Reduction Date or an Optional Reduction Date that is a Settlement  Date), equal to the sum of:   (i) with respect to the amount, if any, of a Purchase Group’s Net Investment  which is being repaid or assigned or the amount by which a Purchase Group’s Net  Investment is not being increased due to a cancelled Incremental Purchase, the difference  between (1) the Yield on such amount if such amount had remained or been outstanding  through the last day of the Break Funding Period and (2) the income actually received  during the Break Funding Period by reinvesting such amount; and   (ii) all out-of-pocket expenses incurred and reasonably attributable to such  repayment, assignment or cancelled Incremental Purchase.  In calculating Break Funding Costs, (i) if the funding source for the amount of Net Investment that  is being repaid, assigned or not increased was or would have been Commercial Paper, Yield shall  be calculated as set forth in clause (a) of that definition; if the funding source for the amount of Net  Investment that is being repaid, assigned or not increased was or would have been LIBOR-based,  Yield shall be calculated as set forth in the applicable portion of clause (b) of that definition and (ii)  the “Break Funding Period” shall be the period from the applicable Reduction Date through the  last day that the funding source for such repaid, assigned or cancelled Net Investment is or would  have been outstanding.  “BSA” shall mean the United States Bank Secrecy Act, 31 U.S.C. §§ 5311 et seq.  “Business Day” shall mean any day on which (i) banks are not authorized or required to  close under the Laws of New York, (ii) a bond market holiday is not recommended by the  Securities Industry and Financial Markets Association and (iii) if used in connection with the  Eurodollar Rate, dealings are carried out in the London interbank marketSOFR, such day shall also  be a U.S. Government Securities Business Day.  “Calculation Period” shall mean a calendar month.   “Carrying Cost Reserve Amount” shall mean, on any day, the product of (i) the Carrying  Cost Reserve Ratio and (ii) the Net Receivables Balance on such day.  “Carrying Cost Reserve Ratio” shall mean, on any day, calculated for the preceding  Calculation Period, the product of (i) the Stress Factor, (ii) the Default Rate and (iii) a fraction, the  numerator of which is the highest Days Sales Outstanding for the prior 12 Calculation Periods and  the denominator of which is 360.  “Change of Control” shall mean (i) with respect to the Seller, Ferguson shall cease to own  directly or indirectly 100% of the issued and outstanding Equity Interests therein, (ii) with respect  to Ferguson, the Parent shall cease to own directly or indirectly 100% of the issued and  outstanding Equity Interests therein, (iii) with respect to any Originator other than Ferguson,  Ferguson shall cease to own directly or indirectly 100% of the issued and outstanding Equity  Interests therein, or (iv) with respect to the Parent, any Person (whether acting alone or in concert)  





 






  -10-  gains Control (directly or indirectly) of the management and policies of the Parent, whether  through the ownership of its Voting Stock, by contract or otherwise.   “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.  “Collateral” shall have the meaning specified in Section 2.01(b) hereof.  “Collection Account” shall mean the account, if any, established and maintained by, and in  the name of, the Administrative Agent (for the benefit of the Purchase Groups), in accordance with  Section 4.10(e) hereof.  “Collections” shall mean, for any Receivable as of any date, all cash collections and other  cash proceeds (whether in the form of cash, wire transfer, or checks) of that Receivable, including,  without limitation, all finance charges, if any, and cash proceeds of the related property with  respect to such Receivable, any Deemed Collections of such Receivable and any amounts received  with respect to a Participation Interest in such Receivable.  “Commercial Paper” shall mean the commercial paper notes which fund the purchase of  Receivables by each Conduit Purchaser and which are issued in the commercial paper market by  such Conduit Purchaser or an entity sponsored by the same financial institution to provide funding  to the related Conduit Purchaser.  “Committed Purchaser” shall mean each entity which is or becomes a party to this  Agreement in such capacity by executing this Agreement or an Assumption Agreement and that is  identified as such from time to time on Schedule I to this Agreement, and any of its successors and  assigns.  Unless the context herein requires otherwise, the Swingline Purchaser is a Committed  Purchaser.  “Complete Servicing Transfer” shall have the meaning specified in Section 4.09(a) hereof.  “Concentration Account” shall mean the deposit account established and maintained at  Bank of America, N.A., account number 4427713552, in the name of the Seller, into which  account Collections are received or deposited.  “Concentration Limit” shall mean, on any day, the aggregate Outstanding Balance of all  Receivables with respect to the following specified Obligor or type of Obligor may not exceed the  applicable concentration limit of the aggregate Outstanding Balance of all Eligible Receivables: (i)  in the case of a single Obligor (including a Government Obligor) and such Obligor’s Affiliated  Obligors (except in the case of multiple Government Obligors), 2%; (ii) in the case of all  Government Obligors, 4%; and (iii) in the case of all Federal Government Obligors, 1.5%.  “Conduit Purchaser” shall mean each entity that is or becomes a party to this Agreement  in such capacity by executing this Agreement or an Assumption Agreement and that is identified  as such from time to time on Schedule I to this Agreement, and any of its successors and assigns.   “Conduit Support Document” shall mean any agreement entered into by any Support  





 






  -11-  Provider providing for the issuance of one or more letters of credit for the account of any Conduit  Purchaser, the issuance of one or more surety bonds for which any Conduit Purchaser is obligated  to reimburse the applicable Support Provider for any drawings thereunder, the sale by any Conduit  Purchaser to any Support Provider of its interest in the Receivables (or any portion thereof) and/or  the making of loans and/or other extensions of credit to any Conduit Purchaser in connection with  such Conduit Purchaser’s securitization program (whether for liquidity or credit enhancement  support), together with any letter of credit, surety bond or other instrument issued thereunder.  “Contra Account” shall mean a Receivable that may be offset by a current account payable  due from an Originator to the related Obligor  “Contract” shall mean a contract between an Originator and an Obligor, and/or any and all  invoices and other writings which, in either case, give rise to a receivable arising from the sale by  such Originator of goods or rendering of services in the ordinary course of such Originator’s  business.  “Control” shall mean the power, directly or indirectly, to direct the management and  policies of a Person, whether through the ownership of voting securities, by contract or otherwise,  and “Controlling” and “Controlled” shall have meanings correlative thereto.  “Control Date” shall mean the date on which the Administrative Agent delivers a notice of  exclusive control pursuant to Section 4.10(b).  “Control Event” shall mean (i) the occurrence and continuance of a Termination Event or  (ii) a Downgrade Event.  “Credit Agreement” shall mean (i) the Multicurrency Revolving Facility Agreement,  US$1,100,000,000, dated 10 March 2020 (as amended and restated pursuant to an amendment and  restatement agreement dated 7th October 2022), between  the Parent and Ferguson UK Holdings  Limited, as original borrowers and guarantors, the Mandated  Lead Arrangers party thereto, the  Financial Institutions party thereto, as original lenders, Barclays Bank PLC, BNP Paribas and ING  Bank N.V,, London Branch, as Coordinators, and ING Bank N.V., London Branch, as Agent, as  the same may from time to time be amended, restated, supplemented or otherwise modified from  time to time, or (ii) any credit agreement between the Parent and/or any Ferguson Party and a  group of lenders which replaces the Credit Agreement in preceding clause (i).    “Credit and Collection Policy” shall mean the Servicer’s credit, collection, enforcement  and other policies and practices relating to Contracts and Receivables existing on the date hereof  and as set forth on Exhibit A hereto, as the same may be modified from time to time in compliance  with Section 4.05 hereof.  “Credit Card Agreement” shall mean an agreement entered into by Ferguson with a third  party which sets forth the terms of the provision of services relating to the processing of credit card  payments from Obligors.  “Daily Simple SOFR” shall mean, for any day, SOFR, with the conventions for this rate  





 






  -12-  (which will include a lookback) being established by the Administrative Agent in accordance with  the conventions for this rate selected or recommended by the Relevant Governmental Body for  determining “Daily Simple SOFR” for syndicated business loans; provided, that if the  Administrative Agent decides that any such convention is not administratively  feasible for the  Administrative  Agent, then the Administrative  Agent may establish another convention in its  reasonable  discretion.  “Days Sales Outstanding” shall mean, on any day for the preceding Calculation Period, an  amount equal to the product of (i) a fraction, the numerator of which is the Outstanding Balance of  all Receivables on the first day of such Calculation Period and the denominator of which is the  aggregate amount of Receivables generated during such Calculation Period and (ii) 30.  “Deemed Collections” shall mean collections deemed received by the Seller in an amount  equal to (i) all Dilutions and (ii) the aggregate Outstanding Balance of any Receivables (a) which  were included in the Net Receivables Balance and which were not Eligible Receivables, (b) in  which the Administrative Agent does not have a first priority perfected ownership or security  interest or (c) as to which the other representations and warranties set forth in Sections 6.01(d), (e),  (g) and (h) and made by the Seller or the Servicer are no longer true and correct in all material  respects (or, if made as of a particular date, which was not true and correct in all material respects  as of such date).  “Defaulted Receivable” shall mean the debit balance of a Receivable (i) which remains  unpaid for 121 days or more from the original due date (other than the portion of a Receivable  subject to retainage that is re-aged in the normal course of business), (ii) the Obligor of which is in  a bankruptcy or similar proceeding as debtor, (iii) which has been identified by the Servicer or the  applicable Originator as uncollectible or (iv) which, consistent with the Credit and Collection  Policy, should be written off as uncollectible.  “Defaulting Purchaser” shall mean any Committed Purchaser that fails to make a  Purchase when all conditions to such Purchase have been satisfied.  “Default Rate” shall mean the Alternate Base Rate (excluding clause (iii) of that definition  on and after the occurrence of a Benchmark Transition Event) plus 2.0% per annum.  “Default Ratio” shall mean the ratio (expressed as a percentage) calculated on any day, for  the preceding Calculation Period, of (i) the aggregate Outstanding Balance of Receivables that  were not Defaulted Receivables at the beginning of such Calculation Period but that became  Defaulted Receivables or that were written off the books of the applicable Originator during such  Calculation Period (without duplication) to (ii) the aggregate amount payable in respect of  Receivables originated five months prior to such Calculation Period.  “Delinquency Ratio” shall mean the ratio (expressed as a percentage), calculated on any  day, for the preceding Calculation Period, of (i) the aggregate Outstanding Balance of Delinquent  Receivables as of the last day of such Calculation Period to (ii) the aggregate Outstanding Balance  of all Receivables on such last day.  





 






  -13-  “Delinquent Receivable” shall mean the debit balance of a Receivable which remains  unpaid for 91 days or more from the original due date (other than the portion of a Receivable  subject to retainage that is re-aged in the normal course of business).  “Depositary Account” shall mean an account maintained at a Depositary Bank into which  Collections in the form of wire transfer or electronic funds transfers are made by Obligors.  “Depositary Bank” shall mean, at any time, any financial institution reasonably acceptable  to the Administrative Agent which holds a Lockbox Account, a Depositary Account, a Blocked  Local Account, the Concentration Account or the Collection Account.  “Designated Account” shall mean the Seller’s bank account as follows:    Bank of America  411 North Akard StreeStreet  Dallas, TX 75201  ABA No.: 026009593  Account Name: Ferguson Receivables, LLC  Account No.: 4427713552   “Designated Excluded Receivables” shall mean the receivables of the Designated Types  listed on Schedule IV hereto from time to time in accordance with the provisions of Section 11.23  hereof.  “Designated Person” shall mean any Person (a) listed in the annex to, or otherwise subject  to the provisions of, an Executive Order; (b) listed on any Lists; or (c) owned by or controlled by,  or acting for or on behalf of, any person referred to in preceding clause (a) or (b).  “Designated Type” shall mean each (i) Obligor or (ii) Originator log-on location(s), each  of which has a customer number or log-on number, as identified on Schedule IV hereto from time  to time.  For the avoidance of doubt, a group of Obligors taken together can constitute a  Designated Type, and a group of Originator log-on locations taken together can constitute a  Designated Type.  “Dilution” shall mean the portion of any Receivable which is reduced or canceled as a  result of (a) any defective, rejected, returned or repossessed goods or services, any cash or other  discount, or any failure by an Originator to deliver any goods or perform any services or otherwise  perform under the underlying Contract, (b) any change in or cancellation of any of the terms of  such Contract or any other adjustment by an Originator or the Seller which reduces the amount  payable by the Obligor on the related Receivable, (c) any rebates, warranties, allowances or  charge-backs, or (d) any setoff or credit in respect of any claim by the Obligor thereof (regardless  of whether such claim arises out of the same or a related transaction or an unrelated transaction).   The Seller shall be deemed to have received a Collection in an amount equal to the amount of such  Dilution of each Receivable on the day such Dilution occurs.   “Dilution Horizon Ratio” shall mean a fraction, calculated on any day for the preceding  





 






  -14-  Calculation Period, (i) the numerator of which equals the aggregate amount of all Receivables  generated during such Calculation Period and (ii) the denominator of which equals the Net  Receivables Balance at the end of such Calculation Period.  “Dilution Ratio” shall mean the ratio (expressed as a percentage), calculated on any day  for the preceding Calculation Period, of (i) the amount of Dilution for such Calculation Period to  (ii) the aggregate Outstanding Balance of all Receivables generated during the Calculation Period  prior to such Calculation Period.  “Dilution Reserve Amount” shall mean, on any day, the product of (i) the Dilution Reserve  Percentage and (ii) the Net Receivables Balance on such day.  “Dilution Reserve Percentage” shall mean, on any day, a percentage equal to the greater of  (i) 5.0% (the “Dilution Reserve Floor”) and (ii) the amount expressed as a percentage and  calculated in accordance with the following formula:  {(SF x ED) + ((DS – ED) x (DS/ED))} x DHR  Where:  SF = the Stress Factor;  ED = the average of the Dilution Ratios for the twelve most recently ended  Calculation Periods;  DS = the highest three month average Dilution Ratio during the twelve most  recently ended Calculation Periods; and  DHR = the Dilution Horizon Ratio at such time.  “Distribution Date” shall mean each of (i) before the Termination Date, (a) the second  (2nd) Business Day after each Monthly Report Date and (b) the Business Day after each Weekly  Report Date and (ii) on and after the Termination Date, each Business Day.  “Dollar” and “$” shall mean lawful currency of the United States of America.  “Downgrade Event” shall mean that the Parent’s senior unsecured debt rating shall be  rated below Ba3 from Moody’s or BB- from S&P, as applicable, or suspended or withdrawn.     “Early Opt-in Election” shall mean, if the then-current Benchmark is LIBOR, the  occurrence of:   (a) a notification by the Administrative  Agent to (or the request by the Seller  to the Administrative Agent to notify) each of the other parties hereto that at least five  currently outstanding U.S. dollar-denominated syndicated credit facilities at such time  contain (as a result of amendment or as originally executed) a SOFR-based rate  





 






  -15-  (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark  rate (and such syndicated credit facilities are identified  in  such notice and are publicly   available  for review), and   (b) the joint election by the Administrative Agent and the Seller to trigger a  fallback from LIBOR and the provision by the Administrative Agent of written notice  of such election to the Facility Agents.  “EEA Financial Institution” shall mean (a) any credit institution or investment firm  established in any EEA Member Country whichthat is subject to the supervision of an EEA  Resolution Authority, (b) any entity established in an EEA Member Country whichthat is a parent  of an institution described in clause (a) of this definition, or (c) any financial institution established  in an EEA Member Country whichthat is a subsidiary of an institution described in clauses (a) or  (b) of this definition and is subject to consolidated supervision with its parent.  “EEA Member Country” shall mean any of the member states of the European Union,  Iceland, Liechtenstein, and Norway.  “EEA Resolution Authority” shall mean 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.   “Eligible Purchaser” shall mean a financial institution (i) having two of the following  short-term debt ratings: A-1 or better by S&P, P-1 or better by Moody’s, and F1 or better by Fitch  and (ii) which, if there are LC Banks, is acceptable to such LC Banks (such determination not to be  unreasonably withheld or delayed).   “Eligible Receivable” shall mean, at any time for the determination thereof, any  Receivable:   (a) which arises from the sale of products or services of an Originator in the  ordinary course of business and has been invoiced;    (b) which is an “account” or “payment intangible” as defined in Article 9 of the  UCC;   (c) the Obligor of which is not an affiliate of the Seller or any Originator;   (d) which is denominated in U.S. dollars and payable in the U.S.;   (e) the Obligor of which is a U.S. Obligor, except that up to 5.0% of the  aggregate Outstanding Balance of all non-Defaulted Receivables may consist of  Receivables owing by Foreign Obligors (but no more than 2.0% of such aggregate  Outstanding Balance may consist of Receivables owing by Foreign Obligors domiciled in  Mexico or any political subdivision thereof);  





 






  -16-   (f) the sale of or granting of a security interest in which does not contravene  any law and the related Contract does not contain any enforceable restriction on  assignment of such Receivable that is effective under applicable Law;   (g) which represents a bona fide obligation of the Obligor to pay the stated  amount (which stated amount does not include any service charges), and the Receivable,  together with the related Contract, is enforceable against the related Obligor in accordance  with its terms;   (h) which if, to the knowledge of the Servicer, is subject to any asserted  dispute, counterclaim, defense or asserted right of set-off (including any portion of such  Receivable that is attributable to accrued rebate), is the portion thereof not subject to such  assertion;   (i) which, together with the related Contract, does not contravene in any  material respect applicable law, rule or regulation (including those relating to consumer  protection) and no party to such Contract is in violation of any such law, rule or regulation  if such contravention or violation, as applicable, would impair the collectability of such  Receivable;   (j) which satisfies all applicable requirements of the Credit and Collection  Policy in all material respects;   (k) except as provided in clause (r)(ii) of this definition, which is due within 90  days of the original billing date therefor;    (l) in and to which the applicable Originator has validly sold all of its right, title  and interest in and to the Seller, and Seller owns good and marketable title to the  Receivable, free and clear of any encumbrance, lien or security interest;   (m) the representations and warranties with respect to which in the Purchase and  Contribution Agreement and this Agreement are true and correct in all material respects;   (n) which arises under a Contract that contains an obligation to pay a specified  sum of money, contingent only upon the sale of goods or the provision of services;    (o) with respect to whichunless and until the Seller has not been notified by  anyand the Required Facility Agent of such Facility Agent’s determinationAgents have  agreed, in itstheir respective reasonable credit judgment that such, is a Receivable or type  of Receivable or has a related Obligor which will no longer be deemed to be an Eligible  Receivable; provided that no Receivable shall cease to be an Eligible Receivable unless the  Seller has received at least 10 days prior notice;   (p) which is payable by an Obligor who is not the subject of bankruptcy or  similar proceedings;   





 






  -17-   (q) which is not an Ineligible Delinquent/Defaulted Receivable;   (r) which has not been extended, rewritten or otherwise modified from the  original terms thereof except (i) in accordance with the Credit and Collection Policy, or (ii)  with respect to retainage re-aging completed in the normal course of business, which  Receivables subject to retainage re-aging shall not exceed 1% of all Receivables;   (s) which has been fully earned by performance on the part of the applicable  Originator and, no further action is required to be performed by such Originator or any  other Person with respect thereto other than payment thereon by the applicable Obligor,  provided, that a Receivable subject to retainage and a Bill and Hold Receivable shall be  considered fully earned for the purposes of this clause (s);     (t) as to which the Obligor is required to make payments (i) directly to a  Lockbox or Depositary Account, (ii) by credit card or (iii) directly to the applicable  Originator for deposit to a Blocked Local Account;   (u) which was originated by the applicable Originator and (i) was not  originated by a business group/division/unit of the applicable Originator created or  resulting from the acquisition of a Person or its assets unless the Receivables originated in  connection with such acquired Person or assets have been approved by the Facility Agents  in accordance with Section 11.21 hereof (solely to the extent such approval is required  under Section 11.21), and (ii) which is reported by the applicable Originator on an  Approved Data Reporting System (but which is not a Transition Receivable);   (v) the purchase of the obligation constitutes a current transaction within the  meaning of the Section 3(a)(3) of the Securities Act of 1933;    (w) which represents the sales price of goods or services within the meaning of  Section 3(c)(5) of the Investment Company Act of 1940;    (x) on and after a Downgrade Event, which is not a Contra Account; and   (y) on and after a Downgrade Event, which is not a Bill and Hold Receivable.  “Equity Interests” shall mean with respect to any Person, all of the shares of capital stock  of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights  for the purchase or acquisition from such Person of shares of capital stock of (or other ownership  or profit interests in) such Person, all of the securities convertible into or exchangeable for shares  of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or  options for the purchase or acquisition from such Person of such securities (or such other  interests), and all of the other ownership or profit interests in such Person (including partnership,  member or trust interests therein), whether voting or nonvoting, and whether or not such shares,  warrants, options, rights or other interests are outstanding on any date of determination.  “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended  





 






  -18-  from time to time.  “ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that,  together with the Parent or Ferguson, is treated as a single employer under Section 414 of the  Code.  “ERISA Event” shall mean (a) any Reportable Event with respect to a Plan ; (b) a  withdrawal by the Parent or Ferguson or any of their respective ERISA Affiliates from a Plan  subject to Section 4063 of ERISA during a plan year in which the relevant entity is a “substantial  employer” (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated  as such a withdrawal under Section 4062(e) of ERISA which could reasonably be expected to give  rise to any liability with respect to such withdrawal; (c) a complete or partial withdrawal by the  Parent or Ferguson or any of their respective ERISA Affiliates from a Multiemployer Plan or  notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to  terminate, the treatment of a Plan or Multiemployer Plan amendment as a termination under   Sections 4041 or 4041A of ERISA, or the commencement of proceedings to terminate a Plan or  Multiemployer Plan, other than any of the foregoing that is a standard termination; (e) an event or  condition which could reasonably be expected to constitute grounds under Section 4042 of ERISA  for the termination of, or the appointment of a trustee to administer, any Plan or Multiemployer  Plan; or (f) the imposition of any liability under Title IV of ERISA, other than PBGC premiums  due but not delinquent under Section 4007 of ERISA, upon the Parent, Ferguson or any of their  respective ERISA Affiliates.  “Erroneous Payment” shall have the meaning specified in Section 9.08(a).  “Erroneous Payment Subrogation Rights” shall have the meaning specified in Section  9.08(d).  “EU Bail-In Legislation Schedule” shall mean the EU Bail-In Legislation Schedule  published by the Loan Market Association (or any successor person), as in effect from time to  time.    “Eurodollar Liabilities” shall have the meaning assigned to that term inEU Securitisation  Regulation” shall mean Regulation D(EU) 2017/2402 of the BoardEuropean Parliament and of  Governors of the Federal Reserve System, asCouncil of 12 December 2017 laying down a general  framework for securitisation and creating a specific framework for simple, transparent and  standardised securitisation and amending certain other European Union directives and regulations,  as amended, and as may be further amended and in effect from time to time.    “Eurodollar Rate” shall mean, for any Purchase Group and any day during a Calculation  Period, a rate per annum equal to the quotient (expressed as a percentage and rounded upwards, if  necessary, to the nearest 1/16 of 1%) obtained by dividing (i) LIBOR for such day by (ii) 100%  





 






  -19-  minus the Eurodollar Reserve Percentage for such Purchase Group and such day.    “Eurodollar Reserve Percentage” of any Committed Purchaser or LC Bank for any day  during a Calculation Period shall mean the reserve percentage applicable for such day under  regulations issued from time to time by the Board of Governors of the Federal Reserve System (or  any successor) for determining the maximum reserve requirement (including, without limitation,  any emergency, supplemental or other marginal reserve, special deposit or similar requirement)  for such Committed Purchaser or LC Bank with respect to liabilities or assets consisting of or  including, or deposits with respect to, Eurodollar Liabilities (or with respect to any other category  of liabilities that includes deposits by reference to which the interest rate on Eurodollar Liabilities  is determined) having a three-month term.  EU Securitisation Rules” shall mean the EU  Securitisation Regulation, together with all relevant implementing regulations in relation thereto,  all regulatory and implementing technical standards in relation thereto or applicable in relation  thereto pursuant to any transitional arrangements made pursuant to the EU Securitisation  Regulation and, in each case, any relevant guidance and directions published in relation thereto by  the European Banking Authority, the European Securities and Markets Authority and the  European Insurance and Occupational Pensions Authority (or in each case, any other applicable  regulatory authority) or by the European Commission, in each case as may be amended and in  effect from time to time.  “Excess Concentration Amount” shall mean, on any day, the sum of, without duplication  of the amount of each excess concentration, (i) the aggregate amount by which the aggregate  Outstanding Balance of Eligible Receivables of an Obligor and its Affiliated Obligor(s) exceeds  the applicable Concentration Limit, (ii) the aggregate amount by which the Outstanding Balance  of Eligible Receivables of all Government Obligors exceeds the applicable Concentration Limit  and (iii) the aggregate amount by which the Outstanding Balance of Eligible Receivables of all  Federal Government Obligors exceeds the applicable Concentration Limit.  “Excluded Receivables” shall mean (i) the indebtedness or payment obligations owed by  Obligors arising in connection with the sale of merchandise or rendering of services by the division  of Ferguson known as “Lincoln Products/Ferguson Parts and Packaging”, (ii) Designated  Excluded Receivables and (iii) Acquisition Receivables.  “Excluded Taxes” shall mean, with respect to an Indemnified Party, any of the following  Taxes imposed on or with respect to such Indemnified Party or required to be withheld or deducted  from a payment to such Indemnified Party:  (a) Taxes imposed on or measured by net income  (however denominated), franchise Taxes, state gross receipts Taxes, and branch profits Taxes  imposed as a result of such Indemnified Party being organized under the laws of, or having its  principal office or its applicable lending office located in, the jurisdiction imposing such Tax (or  any political subdivision thereof) or that are Other Connection Taxes, (b) in the case of an  Indemnified Party, U.S. federal withholding Taxes imposed on amounts payable to or for the  account of such Indemnified Party with respect to its portion of any Exposure Amount pursuant to  a law in effect on the date on which (i) such Indemnified Party acquires or becomes obligated to  acquire its portion of any Exposure Amount (other than pursuant to an assignment request by the  Seller under Section 11.08) or (ii) such Indemnified Party changes its lending office (unless such  change is at the request of the Seller), except in each case to the extent that amounts with respect to  





 






  -20-  such Taxes were payable either to such Indemnified Party’s assignor immediately before such  Indemnified Party became a party hereto or to such Indemnified Party immediately before it  changed its lending office, (c) any Tax, assignment or other governmental charge attributable to  and which would not have been imposed but for such Indemnified Party’s failure to comply with  the delivery requirements contained in Section 11.07 with respect to the applicable tax forms  (including any successor forms), reports and documentation required to be properly completed and  duly executed by such Indemnified Party establishing such Indemnified Party’s exemption from or  reduction in U.S. federal withholding tax, and (d) any U.S. Federal withholding Taxes imposed  under FATCA.  “Exclusion Date” shall mean, with respect to each Designated Type, the date after which  the receivables owing to an Originator of such Designated Type shall be Designated Excluded  Receivables.  “Executive Order” shall mean United States Executive Order No. 13224, Fed Reg. 49079,  on Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten To  Commit, or Support Terrorism issued on 23rd September, 2001.   “Exposure Amount” shall mean, for each Purchase Group, the sum of (i) its Net  Investment and (ii) the applicable Purchase Group Percentage of (a) the Aggregate  Exposureundrawn Stated Amount of all Letters of Credit outstanding and (b) Reimbursement  Obligations.   “Facility” shall mean the facility governed by the terms and conditions set forth in this  Agreement, pursuant to which (i) the Facility Agents, on behalf of their respective Purchase  Groups, purchase from the Seller undivided interests in the Receivables, the Related Security and  the Collections, and (ii) the LC Banks make available to the Sellers Letters of Credit in favor of  beneficiaries specified by the Seller and permissible under applicable Law.   “Facility Agent” shall mean, with respect to any Conduit Purchaser, Committed Purchaser  or LC Bank, the entity acting as agent for such Conduit Purchaser, Committed Purchaser or LC  Bank identified from time to time on Schedule I hereto, which executes this Agreement or an  Assumption Agreement, and any successor thereto.  “Facility Termination” shall mean the date on which (i) all Aggregate Unpaids have been  fully paid, (ii) the Maximum Net Investment is reduced to zero and (iii) no Letters of Credit remain  outstanding.  “FATCA” shall mean the Foreign Account Tax Compliance Act under 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, and any agreements entered into pursuant to  Section 1471(b)(1) of the Code.  “Federal Bankruptcy Code” shall mean Title 11 of the United States Code entitled  “Bankruptcy”, as amended, and any successor statute thereto.  





 






  -21-  “Federal Funds Rate” shall mean the percentage rate per annum which is the aggregate of:   (a) the short-term interest rate target set by the US Federal Open Market Committee as  published by the Federal Reserve Bank of New York from time to time or, if that  target is not a single figure, the arithmetic mean of (i) the upper bound of the  short-term interest rate target range set by the US Federal Open Market Committee  and published by the Federal Reserve Bank of New York, and (ii) the lower bound  of that target range; and  (b) the applicable Federal Funds Rate Adjustment.  “Federal Funds Rate Adjustment” shall mean, in relation to the Federal Funds Rate  prevailing at close of business on any US Government Securities Business Day, the 20% trimmed  arithmetic mean (calculated by the Administrative Agent) of the Federal Funds Rate Spreads for  the five most immediately preceding US Government Securities Business days for which Term  SOFR is available.  “Federal Funds Rate Spread” shall mean, in relation to any US Government Securities  Business Day, the difference (expressed as a percentage rate per annum) calculated by the  Administrative Agent of (i) Term SOFR for that Business Day; and (ii) the Federal Funds Rate  prevailing at close of business on that US Government Securities Business Day.  “Federal Government Obligor” shall mean the United States of America, any territory,  possession or commonwealth of the United States of America, or any agency, department or  instrumentality of any of the foregoing.  “Fee Collateral Amount” shall mean, on any day on and after the Termination Date, the  sum of the Used Fees, the Letter of Credit Fronting Bank Fees and other fees to accrue on the  Letters of Credit that are outstanding and undrawn on such day through their stated expiration  dates (as such stated expiration dates may be extended in accordance with the proviso in the  definition of LC Obligations herein).  “Fee Letter” shall mean the agreement among the Seller and the Facility Agents, setting  forth certain fees payable by the Seller in connection with the purchase by the Facility Agents (on  behalf of their respective Purchase Groups) of the Receivable Interest, as the same may be  amended, modified orrestated, supplemented or otherwise modified from time to time.  “Ferguson” shall mean Ferguson Enterprises, LLC, a Virginia limited liability company.  “Ferguson Parties” shall mean, collectively, the Seller, each Originator, the Servicer, and  the Parent.  “Foreign Obligor” shall mean an Obligor which is domiciled in Canada or Mexico or any  political subdivision thereof.    “Foreign Plan” shall mean any employee benefit plan maintained or contributed to by the  





 






  -22-  Parent or any Affiliate which is mandated or governed by any Law of any Governmental Authority  outside the United States.  “GAAP” shall mean generally accepted accounting principles in effect in the United States  of America from time to time.   “Government Obligor” shall mean (i) any Federal Government Obligor or (ii) any state or  local government, including counties, cities and towns, any political subdivision of any of the  foregoing, or any agency, department or instrumentality of any the foregoing.  “Governmental Authority” shall mean any nation or government, any state or other  political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or  administrative functions of or pertaining to government.  “Group” shall mean the Parent and its Subsidiaries, and for the purposes of the Parent’s  consolidated financial statements, shall include subsidiary undertakings (within the meaning of  Section 1162 of the Companies Act of 2006).  “IFRS” shall mean, with respect to any Person, the international accounting standards  within the meaning of IAS Regulation 1606/2002, as in effect from time to time, to the extent  applicable to the financial statements of that Person.   “Inclusion Date” shall have the meaning specified in Section 11.21 hereof.  “Incremental Purchase” shall have the meaning specified in Section 2.02 hereof.  “Indemnified Parties” shall have the meaning specified in Section 10.01(a) hereof.  “Indemnified Taxes” shall mean (a) Taxes, other than Excluded Taxes, imposed on or with  respect to any payment made by or on account of any obligation of the Seller under any  Transaction Document and (b) to the extent not otherwise described in (a), Other Taxes.  “Ineligible Delinquent/Defaulted Receivables” shall mean, with respect to the Receivables  of an Obligor, the net balance of the Receivables of such Obligor which remain unpaid more than  91 days netted against the offsetting credits due such Obligor.  “Interpolated Term SOFR” shall mean, in relation to Term SOFR of the applicable tenor  for any Calculation Period, the rate (rounded to the same number of decimal places as Term  SOFR) which results from interpolating on a linear basis between:  (a) either:  (i) the most recent applicable Term SOFR for the longest period (for which  Term SOFR is available) which is less than such applicable tenor for such  Calculation Period (or portion thereof); or  (ii) if no such Term SOFR is available for a period which is less than that such  





 






  -23-  applicable tenor for that Calculation Period, SOFR for a day which is two  US Government Securities Business Days before the Quotation Day; and  (b) the most recent applicable Term SOFR for the shortest period (for which Term  SOFR is available) which exceeds such applicable tenor for such Calculation  Period.  “ISDA Definitions” shall mean the 2006 ISDA Definitions published by the International  Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented  from time to time, or any successor definitional booklet for interest rate derivatives published from  time to time by the International Swaps and Derivatives Association, Inc. or such successor  thereto.  “Issuance” shall mean the initial issuance by an LC Bank of a Letter of Credit in  accordance with the provision of Section 2.10 hereof.  “Issue” shall mean the doing of such action.  “Law” shall mean any law (including common law), constitution, statute, treaty,  regulation, rule, ordinance, order, injunction, writ, decree or award of any Official Body.  “LC Bank” and “LC Banks” shall mean each financial institution which agrees to issue  Letters of Credit at the request of the Seller by being or becoming a party to this Agreement by  executing this Agreement or an Assumption Agreement and which is identified as such from time  to time on Schedule III to this Agreement, and any of its successors.   “LC Bank Fee Letter” shall mean, for each LC Bank, the fee letter between such LC Bank  and the Seller, setting forth the Letter of Credit Fronting Bank Fee and the other fees payable by  the Seller to such LC Bank in connection with the Issuance and/or Modification of a Letter of  Credit, as the same may be from time to time amended, modified orrestated, supplemented or  otherwise modified from time to time.  “LC Bank Sublimit” shall mean, with respect to any LC Bank, the dollar amount indicated  from time to time on Schedule III to this Agreement.  For the avoidance of doubt, although the  aggregate of the LC Bank Sublimits may exceed the LC Sub-Facility, the Stated Amount of the  outstanding Letters of Credit may not exceed at any time the LC Sub-Facility.  “LC Cash Collateral Account” shall mean the account designated as the LC Cash  Collateral Account to be established and maintained at JPMorgan Chase Bank, N.A., which  account shall be in the name of the Administrative Agent, for the benefit of the Purchase Groups,  in respect of the Facility.  “LC Effective Date” shall mean the date on which all of the following have occurred: (i)  the LC Banks shall have agreed to provide the LC Sub-Facility and all Facility Agents shall have  consented thereto; (ii) the LC Banks and their respective LC Bank Sublimits shall have been  agreed upon and Schedule III shall have been completed to reflect the same; (iii) the LC Cash  Collateral Account shall have been established; (iv) there shall have been delivered to each LC  Bank, the LC Bank Fee Letter; (v) forms of Letter of Credit and Letter of Credit Application shall  





 






  -24-  have been delivered by each LC Bank; and (vi) there shall have been delivered to the Facility  Agents all certificates and opinions as are reasonably required by the Administrative Agent and the  LC Banks.   “LC Obligations” shall mean, at any time, an amount equal to the sum of (a) the aggregate  Stated Amount of the then undrawn and outstanding Letters of Credit and (b) the aggregate  Reimbursement Obligations described in clause (i) of the definition thereof that have not then been  reimbursed pursuant to Section 2.11; provided that any Letter of Credit that has expired by its  terms but may still be drawn upon in accordance with Rule 3.14 of the International Standby  Practices, shall be deemed to be “outstanding” in the amount so remaining available to be drawn.   “LC Sub-Facility” shall mean the maximum aggregate amount of Letters of Credit which  the LC Banks agree to Issue and have outstanding at any one time, which amount shall equal 33  1/3% of the Maximum Net Investment.  “Letter of Credit” shall have the meaning set forth in Section 2.10(a) of this Agreement.   “Letter of Credit Application” shall mean, for each LC Bank, such LC Bank’s form of  Letter of Credit Application, or such other form agreed to from time to time by the Seller and such  LC Bank.  “Letter of Credit Fronting Bank Fee” shall mean the fees payable to an LC Bank which  issues a Letter of Credit, as provided in the applicable LC Bank Fee Letter.  “Letter of Credit Request” shall mean the request for the Issuance or Modification of a  Letter of Credit in substantially the form of Exhibit E hereto.  “LIBOR” shall mean, for any Purchase Group and any day during a Calculation Period, an  interest rate per annum determined on the basis of the London interbank offered rate administered  by ICE Benchmark Administration Limited (or any other Person which takes over the  administration of that rate) for deposits in United States dollars for a three month period as it  appears on the relevant display page on the Bloomberg Professional Service (or any successor or  substitute page or service providing quotations of interest rates applicable to United States dollar  deposits in the London interbank market comparable to those currently provided on such page, as  determined by the Facility Agent for such Purchase Group from time to time), on such day.   Notwithstanding the foregoing, if the rate in the preceding sentence is below zero, the “LIBOR”  will be deemed to be zero..    “Lien,” with respect to any asset, shall mean any mortgage, lien, pledge, charge, security  interest or encumbrance of any kind in respect of such asset (including any production payment,  proceeds production payment or similar financing arrangement with respect to such asset).    “Limited Liability Company Agreement” shall mean the Limited Liability Company  Agreement of the Seller dated July 29, 2013.  “Lists” shall mean the list of Specially Designated Nationals and Blocked Persons  





 






  -25-  maintained by OFAC and/or on any other similar list of any United States or European Union  governmental organization.  “Local Account” shall mean a deposit account established and maintained by a financial  institution in the name of an Originator into which account Obligor payments with respect to  Receivables as well as payments on cash sales generated by such Originator are deposited.  Each  Local Account shall be identified on Schedule II hereto, as amended from time to time with the  consent of the Administrative Agent.  “Lockbox” shall mean a post office box to which Collections are sent and which is  administered by a Depositary Bank.  “Lockbox Account” shall mean an account maintained in the name of the Seller at a  Depositary Bank into which Collections are deposited.  “Lookback Period” shall mean, with respect to the Exclusion Date for any Designated  Type, the 12 calendar month period most recently ended prior to such Exclusion Date.  “Loss Horizon Ratio” shall mean a fraction, calculated on any day, for the preceding  Calculation Period, (i) the numerator of which equals the aggregate Outstanding Balance of all  Receivables generated during the four most recent Calculation Periods (including such Calculation  Period) times the Weighted Average Term Factor and (ii) the denominator of which is equal to the  Net Receivables Balance on the last day of such Calculation Period.   “Losses” shall have the meaning specified in Section 10.01(a) hereof.  “Loss Ratio” shall mean, on any day, the highest average of the Default Ratios for any  three consecutive Calculation Periods during the twelve Calculation Periods preceding the day on  which determined.  “Loss Reserve Amount” shall mean, on any day, the product of (i) the Loss Reserve  Percentage and (ii) the Net Receivables Balance on such day.  “Loss Reserve Percentage” shall mean, the percentage, calculated on any day, equal to the  greater of (a) 10.00% (the “Loss Reserve Floor”) and (b) the product of (i) the Stress Factor, (ii)  the Loss Ratio and (iii) the Loss Horizon Ratio.  “Mandatory Reduction Amount” shall mean the amount necessary to cause the Percentage  Interest to be less than or equal to 100%.  “Mandatory Reduction Date” shall mean the date on which a Mandatory Reduction  Amount is paid.  “Material Adverse Effect” shall mean a material adverse effect on (i) the financial  condition or operations of (a) the Seller, (b) Ferguson and its Subsidiaries, taken as a whole, or (c)  the Parent and its Subsidiaries, taken as a whole; (ii) the ability of the Seller, Ferguson or any other  





 






  -26-  Originator, or the Parent to perform its obligations under any Transaction Document; (iii) the  legality, validity or enforceability of any material provision of the Transaction Document, or (iv)  any Purchaser’s or LC Bank’s interest in the Receivables generally or in any significant portion of  the Receivables, the Related Security or the Collections with respect thereto.  “Maximum Net Investment” shall mean $800,000,0001,100,000,000, unless such amount  shall be reduced as provided in Section 2.15 or the next sentence or following the termination of a  Purchase Group pursuant to Section 11.08 hereof or increased as provided in Section 2.16.  On a  Non-Pro Rata Extension Date for any Non-Extending Purchase Group, unless such  Non-Extending Purchase Group’s Purchase Group Maximum Net Investment has been assigned  pursuant to Section 2.17, the Maximum Net Investment shall be reduced by that Non-Extending  Purchase Group’s Purchase Group Maximum Net Investment.  On any day on and after the  occurrence and continuance of a Termination Event or the Scheduled Termination Date, the  Maximum Net Investment shall be equal to the Aggregate Exposure Amount.    The Swingline  Sublimit is a component of, and not in addition to, the Maximum Net Investment.  “Modification” shall mean any renewal, extension (to the extent not automatically  renewed subject to the terms of Section 2.10(a)), increase, decrease or other modification of a  Letter of Credit, other than a ministerial amendment.  “Modify” shall mean the doing of such  action.  “Monthly Report” shall have the meaning specified in Section 4.11(a)(i) hereof.  “Monthly Report Date” shall mean the 20th calendar day of each month, or, if such day is  not a Business Day, the next Business Day.  “Moody’s” shall mean Moody’s Investors Service, Inc., together with any successor that is  a nationally recognized statistical rating association.  “Multiemployer Plan” shall mean a multiemployer plan within the meaning of Section  3(37) of ERISA to which the Parent, Ferguson or any ERISA Affiliate makes or is obligated to  make contributions.    “Net Investment” shall mean, (i) for each Purchase Group, at any time, the sum of the  amounts of Purchase Price paid by the Purchasers in that Purchase Group to the Seller for each  Incremental Purchase and, Reimbursement Purchase and to the Swingline Purchaser for each  Swingline Reimbursement Purchase less the aggregate amount of Collections and other amounts  received and applied by the Servicer or the related Facility Agent to reduce such Net Investment in  accordance with the terms hereof, (ii) for the Swingline Purchaser, the amount of the Swingline  Purchase(s) made by the Swingline Lender less the aggregate amount of (a) Collections and other  amounts paid by the Seller to the Swingline Purchaser and (b) the proceeds of any Swingline  Reimbursement Purchases  received by the Swingline Purchaser, in each case, to reduce such Net  Investment in accordance with the terms hereof; provided, that the Net Investment of each  Purchase Group’s Net Investment or the Swingline Purchaser, as applicable, shall be increased by  the amount of any Collections, other amounts or proceeds so received and applied if at any time the  distribution of such Collections is rescinded or must otherwise be returned or restored for any  





 






  -27-  reason.  “Net Receivables Balance” shall mean, at any time, the Outstanding Balances of the  Eligible Receivables at such time reduced by the sum of, without duplication of amounts reducing  the amount of total Receivables to determine Eligible Receivables, the following: (i) the Excess  Concentration Amount, (ii) the aggregate amount of Collections that are unidentified cash, and  (iii) the Sales Tax Payable in connection with the Receivables.    “Non-Extending Purchase Group” shall have the meaning specified in Section 2.17(c)  hereof.  “Non-Pro Rata Extension Date” shall have the meaning specified in Section 2.17(c)  hereof.  “Obligor” shall mean a Person who purchased merchandise or services on credit under a  Contract and who is obligated to make payments to an Originator.  “OFAC” shall mean the Office of Foreign Assets Control of the U.S. Department of the  Treasury.  “OFAC Laws and Regulations” shall mean the Executive Order or regulation of OFAC  codified at 31 C.F.R., Subtitle B, Chapter V.   “Official Body” shall mean any government or political subdivision or any agency,  authority, bureau, central bank, commission, department or instrumentality of either, or any court,  tribunal, grand jury or arbitrator, in each case, whether foreign or domestic.  “Omnibus Amendment” shall mean the Omnibus Amendment and Consent dated as of  May 19, 2021, entered into by the parties hereto.  “Optional Reduction Amount” shall mean the amount of reduction of the Aggregate Net  Investment specified by the Seller pursuant to Section 2.15(b) hereof.  “Optional Reduction Date” shall mean the date on which an Optional Reduction Amount  is paid.  “Optional Reduction Notice” shall have the meaning specified in Section 2.15(b) hereof.  “Original Closing Date” shall mean July 31, 2013.  “Originator” shall mean each of Ferguson and each other Subsidiary of Ferguson  identified as such from time to time on the signature pages or an addendum hereto and which has  not been removed as an Originator under Section 3.03 of the Purchase and Contribution  Agreement; provided that each Subsidiary of Ferguson which is not a party to this Agreement on  May 19, 2021 shall become an Originator hereunder only upon satisfaction of the conditions  precedent contained in Section 3.04 hereof.  





 






  -28-  “Other Companies” shall have the meaning set forth in Section 7.03(a) hereof.  “Other Connection Taxes” shall mean with respect to any Indemnified Party, Taxes  imposed as a result of a present or former connection between such Indemnified Party and the  jurisdiction imposing such Tax (other than connections arising from such Indemnified Party  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 Transaction Document, or sold or assigned an interest in any portion of its  Aggregate Exposure).  “Other Taxes” shall mean 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 Transaction Document, except any such Taxes that  are Other Connection Taxes imposed with respect to an assignment (other than an assignment  made pursuant to Section 11.08).  “Outstanding Balance” of any Receivable shall mean, at any time, the then outstanding  amount thereof.  “Parent” shall mean Ferguson plc, a company incorporated in Jersey under registered  number 128484.  “Parent Undertaking” shall mean the unconditional guarantee by the Parent, for the  benefit of the Beneficiaries, specified in Section 5.01 hereof.   “Participant” shall have the meaning set forth in Section 11.02(b).  “Participant Registrar” shall have the meaning set forth in Section 11.02(f).  “Participation Interest” shall mean, with respect to any Reassigned Receivable, a 100%  undivided beneficial interest in the applicable Originator’s right, title and interest, whether now  owned or hereafter arising, in, to and under such Receivable and all Related Security and  Collections with respect thereto.   “Payment Recipient” shall have the meaning specified in Section 9.08(a).  “PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in  ERISA and any successor entity performing similar functions.  “Percentage Interest” shall mean, at any time of determination, an undivided percentage  interest in the Receivables, Related Security and Collections, which percentage is equal to the  following:    AEA– LCA + TRA  NRB  





 






  -29-  Where:  AEA = the Aggregate Exposure Amount at the time of such determination;  LCA = the amount on deposit in the LC Cash Collateral Account (other than the  amount deposited therein pursuant to Section 2.12(a) or (c) hereof or  allocable to the Fee Collateral Amount) at the time of determination;  TRA = the Total Reserve Amount at the time of such determination; and  NRB = the Net Receivables Balance at the time of such determination.   Following the Scheduled Termination Date or the occurrence and continuance of a Termination  Event, for the purpose of allocating Collections pursuant to Section 2.08, the Percentage Interest  shall be equal to 100% until the Facility Termination.    “Permitted Liens” shall mean, on any day, any Liens securing the obligations of any  Originator in connection with inventory financing not to exceed, in the aggregate for all  Originators, 0.25% of the aggregate Outstanding Balance of Receivables on such day.  “Person” shall mean an individual, corporation, limited liability company, partnership  (general or limited), trust, business trust, unincorporated association, joint venture, joint-stock  company, Official Body or any other entity of whatever nature.  “Plan” shall mean any “employee pension benefit plan” (as such term is defined in Section  3(2) of ERISA), other than a Multiemployer Plan and a Foreign Plan, that is subject to the  provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in  respect of which the Parent or Ferguson or any ERISA Affiliate of either of them contributes or has  an obligation to contribute (or, if such plan were terminated, would under Section 4069 of ERISA  be deemed to contribute or have an obligation to contribute).  “PNC” shall mean PNC Bank, National Association.  “Potential Termination Event” shall mean any event that, with the giving of notice or the  passage of time, or both, would constitute a Termination Event.  “Proceeds” shall mean “proceeds” as defined in Section 9-102(a)(64) of the Uniform  Commercial Code as in effect in the State of New York and the jurisdiction whose Law governs  the perfection of the Administrative Agent’s ownership or security interests therein.  “Proposed Effective Date” shall have the meaning specified in Section 2.17(a) hereof.  “Purchase” shall mean a purchase, including each Reinvestment Purchase, Incremental  Purchase, Reimbursement Purchase and Swingline Reimbursement Purchase, by a Facility Agent  (on behalf of its related Purchasers) of the Receivable Interest.  Unless the context requires  otherwise, the term “Purchase” also includes a Swingline Purchase.  





 






  -30-  “Purchase and Contribution Agreement” shall mean the Purchase and Contribution  Agreement dated as of July 31, 2013, by and between the Seller, as purchaser, Ferguson and the  Originators, as sellers, as the same may from time to time be amended, restated, supplemented or  otherwise modified from time to time.  “Purchase Group” shall mean each separate group consisting of one or more Conduit  Purchasers, if any, one or more Committed Purchasers, one or more LC Banks, if any, one or more  Swingline Purchaser(s), if any, and a Facility Agent, identified from time to time on Schedule I to  this Agreement.    “Purchase Group Maximum Net Investment” shall mean, with respect to any Purchase  Group, the dollar amount indicated from time to time on Schedule I to this Agreement;  provided,  that if any Purchase Group becomes a Non-Extending Purchase Group, then, effective on its  Non-Pro Rata Extension Date, such Non-Extending Purchase Group’s Purchase Group Maximum  Net Investment will equal the Net Investment until repaid in accordance with Section 2.17 hereof;  and provided further, that if any Purchase Group is terminated without replacement pursuant to  Section 11.08, such Purchase Group’s Purchase Group Maximum Net Investment will be reduced  to $0.  For the avoidance of doubt, the Purchase Group Maximum Net Investment of the Purchase  Group including the Swingline Purchaser shall include the Swingline Sublimit.  “Purchase Group Percentage” shall mean, with respect to a Purchase Group, the  percentage equivalent of a fraction, (i) unless the Termination Date has occurred, the numerator of  which is the Purchase Group Maximum Net Investment of such Purchase Group and the  denominator of which is the Maximum Net Investment and (ii) on each day on and after the  Termination Date, the numerator of which is the Exposure Amount of such Purchase Group on  such day and the denominator of which is the Aggregate Exposure Amount on such day.  “Purchase Notice” shall mean a notice of an Incremental Purchase, a Swingline Purchase,  a Reimbursement Purchase or a Swingline Reimbursement Purchase substantially in the form of  Exhibit E hereto.  “Purchase Price” shall mean (i) with respect to any Incremental Purchase (other than a  Swingline Purchase), the amount agreed to by the Seller and the Facility Agents anddescribed in  Section 2.03(a) paid to the Seller by the Facility Agents, on behalf of the Purchasers, as set forth in  the Purchase Notice related to such Incremental Purchase and, (ii) with respect to any Swingline  Purchase, the amount described in Section 2.19 paid to the Seller by the Swingline Purchaser, as  set forth in the Purchase Notice related to such Swingline Purchase, (iii) with respect to any  Reimbursement Purchase, the amount drawn under the Letter of Credit as specified in the related  Purchase Notice and (iv) with respect to any Swingline Reimbursement Purchase, the amount of  the Swingline Purchase to be reimbursed as specified in the related Purchase Notice.  “Purchaser” or “Purchasers” shall mean a Conduit Purchaser or a Committed Purchaser  (including the Swingline Purchaser), or one or more Conduit Purchasers or Committed Purchasers,  as the context so requires, and shall include a Support Provider and any of their respective  successors and assigns that may purchase any portion of the Receivable Interest pursuant hereto or  which acquires an undivided interest in any Conduit Purchaser’s Receivable Interest pursuant to a  





 






  -31-  Conduit Support Document.  “Quotation Day” shall mean, in relation to any period for which an interest rate is to be  determined, two (2) US Government Securities Business Days before the first day of that period.  “Rating” shall mean, at any time, the rating assigned by each of S&P and Moody’s to the  Parent’s senior unsecured debt.  “Rating Agencies” shall mean, collectively, Moody’s, S&P and Fitch Ratings.  “RBC” shall mean Royal Bank of Canada, a Canadian chartered bank.   “Reassigned Receivable” shall have the meaning specified in Section 2.01A hereof.   “Receivable” shall mean all indebtedness and other payment obligations owed to an  Originator by an Obligor arising from the sale of merchandise or rendering of services, by the such  Originator under a Contract, including all rights to payment of any interest or finance charges and  any security related thereto.  “Receivables” shall not include Excluded Receivables.  “Receivable Interest” shall mean, at any time, an undivided percentage ownership or  security interest in (i) each and every then outstanding Receivable owned by the Seller, (ii) all  Related Security with respect to each such Receivable, (iii) all Collections with respect thereto,  and (iv) all cash and non-cash Proceeds of the foregoing, equal to the Percentage Interest at such  time, and only at such time (without regard to prior calculations).   “Records” shall mean correspondence, memoranda, computer programs, tapes, discs,  reports, papers, books or other documents or transcribed information of any type whether  expressed in ordinary or machine readable language; provided, that any intellectual property (such  as software) or rights therein that are not permitted by applicable Law or contract to be assigned  shall not be included herein.  “Reduction Date” shall mean any day on which any portion of a Purchase Group’s Net  Investment funded with Commercial Paper or with Yield based on LIBOR (i) is reduced without  compliance by the Seller with the notice requirements under this Agreement, (ii) is assigned by a  Conduit Purchaser to its Support Provider pursuant to the applicable Conduit Support Document  following the occurrence of a Termination Event under Section 8.01(o) hereof, (iii) is reduced in  connection with the payment of an Optional Reduction Amount or a Mandatory Reduction  Amount or (iv) would have increased due to an Incremental Purchase requested in a Purchase  Notice delivered by the Seller in accordance with Section 2.02 but was not in fact increased.  “Register” shall have the meaning set forth in Section 11.02(e).  “Registrar” shall have the meaning set forth in Section 11.02(e).  “Regulatory Change” shall mean the occurrence after May 19, 2021 (or with respect to  any Purchaser or LC Bank, such later date on which such Purchaser or LC Bank, as the case may  





 






  -32-  be, becomes a party to this Agreement) of (i) the adoption of any applicable Law, rule, regulation  or treaty (including any applicable law, rule, regulation or treaty regarding capital adequacy or  liquidity) or any change therein, (ii) any change in the interpretation or administration thereof by  any Governmental Authority, central bank or comparable agency charged with the interpretation  or administration thereof, or compliance with any request or directive (whether or not having the  force of law) of any such authority, central bank or comparable agency, or (iii) the compliance,  application or implementation, whether commenced prior to or after May 19, 2021, by any  Affected Person with the requirements of  the revised BASEL ACCORD prepared by the BASEL  Committee on Banking Supervision entitled “A global regulatory framework for more resilient  banks and banking systems”, revised June 2011 (“BASEL III”) or any existing or future rules,  regulations, guidance, interpretations or directives from U.S., Canadian, or other foreign bank  regulatory agencies relating to BASEL III (whether or not having the force of law), regardless of  the date any of the foregoing is enacted, adopted or issued.     “Reimbursement Obligation” shall mean the obligation of the Seller to (i) reimburse the  LC Bank pursuant to Section 2.11(a) for amounts drawn under Letters of Credit that have not been  satisfied by a Reimbursement Purchase in accordance with the terms of Section 2.11(a) and/or (ii)  cash collateralize the Stated Amount of undrawn and outstanding Letters of Credit pursuant to  Section 2.11(e), as the context requires.  “Reimbursement Purchase” shall have the meaning specified in Section 2.11(a) or (b)  hereof.  “Reinvestment Purchase” shall have the meaning specified in Section 2.05 hereof.  “Relevant Governmental Body” shall mean the Board of Governors of the Federal Reserve  System and/or the Federal Reserve Bank of New York, or a committee officially endorsed or  convened by the Board of Governors of the Federal Reserve System and/or the Federal Reserve  Bank of New York, or any successor thereto.  “Related Parties” shall mean, with respect to any Person, such Person’s Affiliates and the  respective directors, officers, employees and agents of such Person and such Person’s Affiliates.  “Related Security” shall mean with respect to any Receivable:   (a) all Contracts with respect to such Receivable;   (b) all of the Seller’s interest, if any, in the goods (including returned goods)  sold by the applicable Originator and which gave rise to such Receivable;   (c) all other security interests or Liens and property subject thereto from time to  time, if any, purporting to secure payment of such Receivable, whether pursuant to the  Contract related to such Receivable or otherwise, together with all financing statements  signed by an Obligor describing any collateral securing such Receivable;   (d) all guarantees, indemnities, letters of credit, insurance or other agreements  





 






  -33-  or arrangements of any kind from time to time supporting or securing payment of such  Receivable whether pursuant to the Contract related to such Receivable or otherwise;   (e) all Records relating to, and all service contracts and any other contracts  associated with, such Receivable, the related Contracts or the related Obligors; and   (f) all Proceeds of the foregoing.  “Relevant Nominating Body” shall mean any applicable central bank, regulator or other  supervisory authority or a group of them, or any working group or committee sponsored or chaired  by, or constituted at the request of, any of them or the Financial Stability Board.  “Reportable Event” shall mean a “reportable event” as that term is defined in Section 4043  of ERISA or the regulations issued thereunder (other than an event for which the 30-day notice  period is waived).  “Required Facility Agents” shall mean the Administrative Agent and the Facility Agents  representing Purchase Groups having Purchase Group Maximum Net Investments equal to more  than 50% of the Maximum Net Investment; provided, that if any Facility Agent’s Purchase Group  includes a Defaulting Purchaser, its Purchase Group Maximum Net Investment (including as part  of the Maximum Net Investment) shall not be included for purposes of this definition.  “Required LC Cash Collateral Amount” shall mean on any day, the sum of (i) if before the  Termination Date, the amount, if any, required to be deposited in the LC Cash Collateral Account  to cause the Percentage Interest to be less than 100%  on such day, (ii) the amount required to be  deposited therein pursuant to Section 2.12(a) with respect to a Defaulting Purchaser, and (iii) on  and after the Termination Date, the aggregate Stated Amount of outstanding and undrawn Letters  of Credit on such day plus the Fee Collateral Amount, which amount is held in the LC Cash  Collateral Account for the benefit of the LC Banks, the Facility Agents and the Purchasers.   “Resolution Authority” shall mean an EEA Resolution Authority or, with respect to any  UK Financial Institution, a UK Resolution Authority.   “Response Date” shall have the meaning specified in Section 2.17(a) hereof.  “Responsible Officer” shall mean, with respect to each Ferguson Party, the chief executive  officer, the president, the chief financial officer or treasurer of such Person and any other Person  designated as a Responsible Officer by any such officers, as such Ferguson Party may from time to  time notify the Administrative Agent.  “Retained Interest” shall have the meaning set forth in Section 6.017.01(uf)(iii).  “S&P” shall mean S&P Global Ratings, a Standard & Poor’s Financial Services LLC  business, and any successor thereto.   “Sales Tax Payable” shall mean, on and after a Downgrade Event, the sales tax accrual  





 






  -34-  balance maintained in the Servicer’s books and records to reflect the amount of sales tax payable in  respect of the Receivables at any time of determination, which as of May 19, 2021 is reflected in  GL accounts #2260 through #2270.  The Servicer shall notify the Administrative Agent of any  change in location in its books and records of the sales tax accrual balance.  “Sanctions” shall mean all sanctions administered and enacted by the United States of  America, the United Nations Security Council, the European Union, the United Kingdom or  Australia or the respective governmental institutions and agencies of any of the foregoing  (including, without limitation, the U.S. Department of the Treasury Office of Foreign Assets  Control).  “Scheduled Termination Date” shall mean MayOctober 197, 20242025, or such later date  as the Seller, the Parent, Ferguson and the Facility Agents shall agree in writing in accordance with  the provisions of Section 2.17 hereof.   “SEC” shall mean the United States Securities and Exchange Commission or any  successor regulatory body.  “Securities Act” shall mean the Securities Act of 1933, as amended from time to time and  any successor statute thereto.  “Seller” shall have the meaning defined in the preamble hereto.  “Servicer” shall mean, initially, Ferguson, and thereafter, any Person which upon the  termination of a Servicer succeeds to the functions performed by such Person as the Servicer of the  Receivables pursuant to a Complete Servicing Transfer.  “Servicer Default” shall have the meaning specified in Section 4.12 hereof.  “Servicer Report” shall mean, as applicable, a Monthly Report or a Weekly Report.  “Servicer Report Date” shall mean, as applicable, each Monthly Report Date and each  Weekly Report Date.  “Servicing Fee” shall have the meaning specified in Section 4.14.  “Servicing Fee Percentage” shall mean 1.0%.   “Servicing Fee Reserve Amount” shall mean, on any day, the product of (i) the Servicing  Fee Reserve Ratio and (ii) the aggregate Outstanding Balance of all Receivables on such day.  “Servicing Fee Reserve Ratio” shall mean, on any day, for the preceding Calculation  Period, the product of (i) the Servicing Fee Percentage, (ii) the Stress Factor and (iii) a fraction the  numerator of which is the highest Days Sales Outstanding for the preceding twelve Calculation  Periods (including such Calculation Period) and the denominator of which is 360.   





 






  -35-  “Settlement Date” shall mean (i) the third (3rd) Business Day of each calendar month  beginning in September, 2013, and (ii) on and after the Termination Date, each Business Day.  “SOFR” with respect to any Business Day shall mean a rate per annum equal to the  secured overnight financing rate published for such dayas administered by the SOFR  Administrator.  “SOFR Administrator” shall mean the Federal Reserve Bank of New York, as the  administrator of the benchmark (or a successor administrator of the secured overnight financing  rate) on.  “SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New  York’s website (, currently at http://www.newyorkfed.org, or any successor source) at  approximately 8:00 a.m. (New York City time) on the immediately succeeding Business Day and,  in each case, that has been selected or recommended by the Relevant Governmental Body for the  secured overnight financing rate identified as such by the SOFR Administrator from time to time.  “Stated Amount” shall have the meaning specified in Section 2.10(g) hereof.  “Stress Factor” shall mean 2.25.  “Sub-Servicer” shall mean each Originator (other than Ferguson) in its capacity as  sub-servicer of the Receivables originated by it under Section 4.01.  “Subsidiary” shall mean, with respect to any Person (the “parent”) at any date, any  corporation, limited liability company, partnership, association or other entity the accounts of  which would be consolidated with those of the parent in the parent’s consolidated financial  statements if such financial statements were prepared in accordance with relevant IFRSGAAP as  of such date, as well as any other corporation, limited liability company, partnership, association  or other entity of which Voting Stock representing more than 50% of the equity or more than 50%  of the ordinary voting power or, in the case of a partnership, more than 50% of the general  partnership interests are, as of such date, owned, or held by the parent or one or more subsidiaries  of the parent or by the parent and one or more subsidiaries of the parent.  “S&P” shall mean Standard & Poor’s Ratings Services, together with any successor that is  a nationally recognized statistical rating organization.  “Support Provider” shall mean and include any Person now or hereafter extending credit,  or having a commitment to extend credit to or for the account of, or to make purchases from, any  Conduit Purchaser or issuing a letter of credit, surety bond or other instrument to support any  obligations arising under or in connection with such Conduit Purchaser’s securitization program  (excluding any such Person providing any of the foregoing credit or support obligations only with  respect to a transaction not related to this Agreement).  “Swingline Purchase” shall mean a Purchase made by the Swingline Purchaser of a  Receivable Interest.  





 






  -36-  “Swingline Purchaser” shall mean PNC, and any of its successors.  “Swingline Reimbursement Purchase” shall have the meaning specified in Section 2.19(b)  hereof.  “Swingline Settlement Date” shall mean, with respect to any Swingline Purchase, the  earlier of (i) the Tuesday next following the day of such Swingline Purchase, provided, that if any  such Tuesday is not a business Day, the next succeeding Business Day. and (ii) the day of an  Incremental Purchase next following the day of such Swingline Purchase.  “Swingline Sublimit” shall mean the maximum amount of a Swingline Purchases which  the Swingline Purchaser agrees to make and have outstanding at any one time, initially  $100,000,000.  “Taxes” shall mean any all present or future taxes, levies, imposts, duties, deductions,  withholdings (including backup withholding), assessments, fees or other charges imposed on an  Indemnified Party by any Governmental Authority, including any interest, additions to tax or  penalties applicable thereto.  “Termination Date” shall mean the earlier of (i) the Scheduled Termination Date and (ii)  the date on which, following the occurrence and continuance of a Termination Event, a wind-down  period is determined (or deemed to have been determined) to commence pursuant to Section  8.02(a).    “Termination Event” shall have the meaning specified in Section 8.01 hereof.   “Term SOFR” shall mean the forward-looking term rate for any period that is  approximately (as determined by the Administrative Agent) as long as any of the interest payment  periods set forth in the definition of “Calculation Period” and that is based on SOFR and that has  been selected or recommended by the Relevant Governmental Body, in each case as published on  an information service as selected by the Administrative Agent from time to time in its reasonable  discretion.“Term SOFR” shall mean:  (a) the term SOFR reference rate administered by CME Group Benchmark  Administration Limited (or any other person which takes over the administration of that rate) for  the relevant period published (before any correction, recalculation or republication by the  administrator) by CME Group Benchmark Administration Limited (or any other person which  takes over the publication of that rate) and if such page or service is replaced or ceases to be  available, the Administrative Agent may specify another page or service displaying the relevant  rate in accordance with Section 2.06;   (b) if the term SOFR reference rate of the applicable tenor is not available for any  Calculation Period, Interpolated Term SOFR (rounded to the same number of decimal places as  Term SOFR) for that tenor and Calculation Period; or  





 






  -37-  (c) if:  (i) no term SOFR reference rate of the applicable tenor is available for that  Calculation Period; and  (ii) it is not possible to calculate Interpolated Term SOFR of that tenor for that  Calculation Period,  the Federal Funds Rate (or if the Federal Funds Rate is not available at 10:00 a.m., New  York City time on the Quotation Day, most recent Federal Funds Rate for a day which is no  more than five US Government Securities Business Days before the relevant Quotation  Day),  as of, in the case of paragraphs (a) and (c) above, 10:00 a.m., New York City time, on the  Quotation Day and for the applicable tenor and, if the aggregate of any Benchmark Margin and any  such rate is below 0.00%, Term SOFR will be deemed to be 0.00%.  “Term SOFR Replacement Event” shall mean:  (a) the methodology, formula or other means of determining Term SOFR has, in the  opinion of the Required Facility Agents and the Seller materially changed;  (b)    (i)   (A) the administrator of Term SOFR or its supervisor publicly  announces that such administrator is insolvent; or  (B) information is published in any order, decree, notice, petition or  filing, however described, of or filed with a court, tribunal,  exchange, regulatory authority or similar administrative, regulatory  or judicial body which reasonably confirms that the administrator of  Term SOFR is insolvent,  provided that, in each case, at that time, there is no successor  administrator to continue to provide Term SOFR;  (ii) the administrator of Term SOFR publicly announces that it has ceased or  will cease, to provide Term SOFR permanently or indefinitely and, at that  time, there is no successor administrator to continue to provide Term  SOFR;   (iii) the supervisor of the administrator of Term SOFR publicly announces that  it has been or will be permanently or indefinitely discontinued; or  (iv) the administrator of Term SOFR or its supervisor announces that Term  SOFR may no longer be used; or  (c) the administrator of Term SOFR determines that Term SOFR should be calculated  





 






  -38-  in accordance with its reduced submissions or other contingency or fallback  policies or arrangements and either:  (i) the circumstance(s) or event(s) leading to such determination are not (in the  opinion of the Required Facility Agents and the Seller) temporary; or  (i) Term SOFR is calculated in accordance with any such policy or  arrangement for a period no less than the applicable tenor; or  (d) in the opinion of the Required Facility Agents and the Seller, Term SOFR is  otherwise no longer appropriate for the purposes of calculating interest under this  Agreement.  “Total Reserve Amount” shall mean the sum of (i) the Loss Reserve Amount, (ii) the  Dilution Reserve Amount, (iii) the Carrying Cost Reserve Amount and (iv) the Servicing Fee  Reserve Amount.  “Transaction Documents” shall mean this Agreement, the Purchase and Contribution  Agreement, the Purchase Notices, the Transaction Fee Letters, the Letter of Credit Requests, the  Letter of Credit Applications, the Blocked Account Agreements, the Credit Card Agreements, the  Limited Liability Company Agreement, and all other material agreements, documents and  agreements executed and delivered in connection therewith.  “Transaction Fee Letters” shall mean the Fee Letter, the Administrative Agent Fee Letter  and the LC Bank Fee Letters.  “Transition Receivable” shall mean any Receivable in a branch or location that moved  from Trilogie data reporting system to Oracle data reporting system before such time as Oracle has  become an Approved Data Reporting System with respect to such branch or location.  “UCC” shall mean, with respect to any jurisdiction, the Uniform Commercial Code as in  effect from time to time in such jurisdiction.    “Unadjusted Benchmark Replacement” shall mean the Benchmark Replacement without  the Benchmark Replacement AdjustmentUK” shall mean the United Kingdom.  “UK Financial Institution” shall 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 falling within 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 Resolution Authority” shall mean the Bank of England or any other public  administrative authority having responsibility for the resolution of any UK Financial Institution.  





 






  -39-  “Unused Fee” shall have the meaning specified in the Fee Letter.  “Used Fee” shall have the meaning specified in the Fee Letter.  “U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a  Sunday or (c) 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. Obligor” shall mean (i) if a natural person, is a resident of the United States or (ii) if  a corporation or other business organization, (a) is organized under the laws of the United States or  any political subdivision thereof and (b) has its principal place of business in the United States or  any political subdivision thereof.  “USA Patriot Act” shall mean the Uniting and Strengthening America by Providing  Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56,  115 Stat. 272 (2001), of the United States, as amended.  “Voting Stock” shall mean, with respect to any Person, the outstanding shares of Equity  Interests voting power for the election of directors of such Person, whether at all times or only so  long as no senior class of Equity Interests has such voting power because of default in dividends or  such other default.   “Weekly Report” shall have the meaning specified in Section 4.11(a)(ii) hereof.  “Weekly Report Date” shall mean, if a Weekly Report is required to be delivered pursuant  to Section 4.11(a)(ii) hereof, the second Business Day of each week.  “Weighted Average Term Factor” shall mean, on any day, the greater of (i) 1.0 and (ii) (A)  the weighted average payment terms of the Receivables plus 90 (B) divided by 120.  “Write-Down and Conversion Powers” shall mean, (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, and (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.  





 






  -40-  “Yield” shall mean, for any Purchase Group, for any Calculation Period (or portion  thereof), the sum of, for each day in such Calculation Period (or portion thereof):   (a) to the extent any portion of the Net Investment of such Purchase Group is  funded on such day by a Conduit Purchaser through the issuance of Commercial Paper, the  product of (i) the portion of the Net Investment of such Purchase Group funded on such day  by a Conduit Purchaser through the issuance of Commercial Paper, (ii) a rate of interest  equal to the per annum rate (expressed as a percentage and an interest yield equivalent) or,  if more than one rate, the weighted average thereof, paid or payable by such Conduit  Purchaser from time to time as interest on or otherwise in respect of the Commercial Paper  issued by such Conduit Purchaser that is allocated, in whole or in part, by the related  Facility Agent to fund such portion of Net Investment on such day and (iii) a fraction the  numerator of which is one and the denominator of which is 360; and    (b) to the extent Net Investment is funded by a Purchaser other than through the  issuance of Commercial Paper, the product of (i) the Net Investment on such day of the  Purchaser, (ii) a rate per annum equal to (y) the Eurodollar RateTerm SOFR of a tenor of  three months for such day plus the applicable Benchmark Margin, or (z) on and after a  BenchmarkTerm SOFR Replacement DateEvent, the Benchmark Replacement plus the  applicable Benchmark Margin determined in accordance with Section 2.06 for such day,  and (iii) a fraction the numerator of which is one and the denominator of which is 360 (if  the Eurodollar Rate is based on LIBOR) or 365 or 366, as applicable; or     (c) to the extent such Purchase Group includes a related LC Bank which is  owed a Reimbursement Obligation described in clause (i) of the definition thereof, the  product of (i) the amount of such Reimbursement Obligation owed to such LC Bank on  such day, (ii) a rate per annum equal to the Eurodollar RateTerm SOFR of a tenor of three  months for such day, or on and after a Benchmark Replacement Date, the Benchmark  Replacement for such day, and (iii) a fraction the numerator of which is one and the  denominator of which is 360 (if the Eurodollar Rate is based on LIBOR) or 365 or 366, as  applicable;  provided, that at any time when any Termination Event shall have occurred and be continuing,  Yield with respect to each Purchase Group’s Net Investment on each day shall be the product of (i)  the Net Investments of all Purchasers (including the Swingline Purchaser, as applicable) in such  Purchase Group on such day, (ii) a rate per annum equal to the Default Rate on such day and (iii) a  fraction the numerator of which is one and the denominator of which is 360 (if the Default Rate is  based on the Eurodollar Rate) or 365 or 366, as applicable (if the Default Rate is based on the  prime rate or the federal funds rate), and provided, further, that that at any time when any  Termination Event shall have occurred and be continuing, Yield for each Purchase Group that  includes an LC Bank which is owed a Reimbursement Obligation on each day shall be the product  of (i) the amount of such Reimbursement Obligation owed to such LC Bank on such day, (ii) a rate  per annum equal to the Default Rate on such day and (iii) a fraction the numerator of which is one  and the denominator of which is 360 (if the Default Rate is based on the Eurodollar Rate) or 365 or  366, as applicable (if the Default Rate is based on the prime rate or the federal funds rate).  





 






  -41-   Section 1.02. Interpretation and Construction.  Unless the context of this Agreement  otherwise clearly requires, references to the plural include the singular, and references to the part  include the whole and the words “include”, “including” and “includes” shall be deemed to be  followed by “without limitation”.  The words “hereof,” “herein,” “hereunder” and similar terms in  this Agreement refer to this Agreement as a whole and not to any particular provision of this  Agreement.  Unless otherwise stated in this Agreement, in the computation of a period of time  from a specified date to a later specified date, the word “from” means “from and including” and the  words “to” and “until” each means “to but excluding.”  The section and other headings contained  in this Agreement are for reference purposes only and shall not control or affect the construction of  this Agreement or the interpretation hereof in any respect.  Section, subsection, exhibit and  schedule references are to this Agreement unless otherwise specified.  As used in this Agreement,  the masculine, feminine or neuter gender shall each be deemed to include the others whenever the  context so indicates.  Terms not otherwise defined herein which are defined in the UCC as in effect  in the State of New York from time to time shall have the respective meanings ascribed to such  terms therein unless the context otherwise clearly requires.   Section 1.03. IFRS; Conversion to GAAP.    (a)  If the relevant IFRS changes, as applicable, during the term of this  Agreement such that any tests or covenants contained herein would then be calculated, or reports  delivered pursuant to those tests or covenants would then be prepared, in a different manner or  with different components, the Facility Agents and the Administrative Agent agree to negotiate in  good faith to amend this Agreement in such respects as are necessary to conform those tests or  covenants as criteria for evaluating the Group’s financial condition to substantially the same  criteria as were effective prior to such change in the relevant IFRS; provided, however, that, until  the Facility Agents and the Administrative Agent so amend this Agreement, all such tests or  covenants shall be calculated, and all such reports prepared, in accordance with the relevant IFRS,  as in effect immediately prior to such change.  All accounting terms not specifically defined herein  shall be construed in accordance with the relevant IFRS.   (b) All references in this Agreement to IFRS and all tests or covenants contained  herein required to be calculated in accordance with IFRS, or reports delivered pursuant to this  Agreement or any other Transaction Document in accordance with IFRS, shall be deemed, on and  after August 1, 2021, to be references to GAAP, or tests or covenants calculated in accordance  with, or reports or calculations prepared in accordance with, as applicable, GAAP (rather than  IFRS), in each case, to the extent covering periods on and after August 1, 2021[Reserved] .    Section 1.04. Use of Historical Data.  When necessary to calculate any ratios or other  amounts under this Agreement with reference to periods prior to the date hereof, historical data  shall be used.   ARTICLE II    PURCHASES AND SETTLEMENTS   Section 2.01. General Assignment and Conveyance; Intent of the Parties.  (a)  At the time  





 






  -42-  of each Incremental Purchase (including the initial Incremental Purchase) pursuant and subject to  Sections 2.02 and 2.03 hereof, each Reinvestment Purchase pursuant and subject to Section 2.05  hereof and, each Reimbursement Purchase pursuant and subject to Section 2.11(a) or (b) hereof  and each Swingline Reimbursement Purchase pursuant and subject to Section 2.19 hereof, the  Seller hereby sells to the Facility Agents, for the benefit of the applicable Purchasers, and the  Facility Agents, on behalf of the applicable Purchasers, purchases from the Seller of, all of the  Seller’s right, title and interest in and to the Receivable Interest representing such Purchases.  At  the time of each Swingline Purchase pursuant and subject to Sections 2.03 and 2.19(a) hereof, the  Seller hereby sells to the Facility Agent for the Swingline Purchaser, for the benefit of the  Swingline Purchaser, and such Facility Agent, on behalf of the Swingline Purchaser, purchases  from the Seller of, all of the Seller’s right, title and interest in and to the Receivable Interest  representing such Swingline Purchase. At the time of each Issuance or Modification of a Letter of  Credit, as applicable, pursuant and subject to Section 2.10 hereof, and at all times as such Letters  of Credit are outstanding, the Seller hereby assigns to the Facility Agents, for the benefit of the  applicable Purchasers and LC Banks, and the applicable Facility Agents, on behalf of the  applicable Purchasers and LC Banks, accept the assignment from the Seller of, all of the Seller’s  right, title and interest in and to the Receivable Interest securing such Letters of Credit. Any  change in the Receivable Interest on any day shall be deemed to be (i) in the event of an increase in  the Percentage Interest, a further sale or assignment by the Seller to the Facility Agents, ratably in  accordance with their respective Purchase Group Percentages, of an undivided percentage  ownership or security interest in each Receivable, together with Related Security and Collections,  equal to the amount of such increase or (ii) in the event of a reduction in the Percentage Interest, a  reassignment by each Facility Agent, ratably in accordance with its applicable Purchase Group  Percentage, to the Seller of an undivided percentage ownership or security interest in each  Receivable, together with Related Security and Collections, equal to (in the aggregate for all  Facility Agents) the amount of such reduction.   (b) It is the intention of the parties hereto that each Purchase (other than a Swingline  Purchase) shall convey to each Facility Agent (for the benefit of its Purchasers), the applicable  Purchase Group Percentage of the Receivable Interests, an undivided ownership interest in the  Receivables, Related Security, Collections and Proceeds in respect thereof and that such  transaction shall not constitute a secured loan.  It is the intention of the parties hereto that each  Swingline Purchase shall convey to the Facility Agent for the Swingline Purchaser (for the benefit  of the Swingline Purchaser), additional Receivable Interests, an undivided ownership interest in  the Receivables, Related Security, Collections and Proceeds in respect thereof and that such  transaction shall not constitute a secured loan.  It is not the intention of the parties that the  Incremental Purchases, Reinvestment Purchases, Swingline Purchases, Reimbursement Purchases  and Swingline Reimbursement Purchases be deemed a pledge of the Receivable Interests in the  Receivables, Related Security, Collections and Proceeds from the Seller to the Facility Agents (on  behalf of the Purchasers) to secure a debt or other obligation of the Seller.  However, in the event  that, notwithstanding the intent of the parties, the Receivable Interests in the Receivables, Related  Security, Collections or Proceeds is characterized as collateral for a secured loan or otherwise held  to be the property of the Seller, or if for any other reason this Agreement is held or deemed to  create a security interest in the Receivable Interests in the Receivables, Related Security,  Collections or Proceeds (any of the foregoing being a “Recharacterization”), then it is the  intention of the parties hereto that this Agreement shall be a security agreement and the  





 






  -43-  conveyance provided for in Section 2.01(a) shall be deemed to be a grant by the Seller to the  Administrative Agent (for the benefit of the Facility Agents and the related Purchasers) of a first  priority perfected security interest, securing repayment of the Aggregate Net Investment and all  other amounts payable to the Administrative Agent, the Facility Agents and the Purchasers  hereunder, in the Collateral.  In the case of any Recharacterization, the Seller represents and  warrants as to itself that each remittance of Collections to the Administrative Agent, the Facility  Agents or the Purchasers hereunder will have been (i) in payment of a debt incurred in the ordinary  course of its business or financial affairs and (ii) made in the ordinary course of its business or  financial affairs.  It is the intention of the parties hereto that each Issuance or Modification of a  Letter of Credit shall convey to each Facility Agent (for the benefit of its related LC Bank(s) and  Purchasers), the applicable Purchase Group Percentage of the Receivable Interest, a first priority  security interest in the Collateral, securing repayment of all Reimbursement Obligations and all  other amounts payable to the Administrative Agent, the Facility Agents, the Purchasers and the LC  Banks hereunder.  “Collateral” shall mean the Seller’s right, title, and interest, whether now  owned or hereafter acquired, in and to (a) (i) the Receivables, (ii) the Related Security with respect  to such Receivables, (iii) all Collections, (iv) all Participation Interests, and (v) the Accounts and  the LC Cash Collateral Account and (b) all Proceeds of any of the foregoing.  Notwithstanding anything to the contrary in this Agreement and in any Transaction  Document, all the parties to this Agreement shall treat this Agreement as indebtedness for U.S.  federal income tax purposes secured by the Receivables and shall take no position inconsistent  therewith.  Section 2.01A.  Certain Reconveyances.  If the Servicer determines in its reasonable  judgment that  (i) the filing of a mechanics lien or the making of a claim on a payment bond is  necessary or advisable  in order to collect a Receivable that is due from a contractor or (ii) it desires  to recover any sales or similar tax paid with respect to a Receivable, the Servicer shall prepare the  necessary documentation for filing such lien claim or tax refund for signature by the applicable  Originator which originated such Receivable.  Immediately prior to the execution of such  documentation, and without any further action hereunder, the Administrative Agent (on behalf of  the Facility Agents and their respective Purchase Groups) shall be deemed to have sold and  assigned to the Seller and released its security interest in each such Receivable (each such  Receivable, a “Reassigned Receivable”) and pursuant to the Purchase and Contribution  Agreement, the Seller shall be deemed to have simultaneously sold all of its right, title and interest  in each such Receivable to the applicable Originator.  The purchase price paid by the applicable  Originator for each sale of a Reassigned Receivable under the Purchase and Contribution  Agreement shall be in the form of the Seller’s retention of a Participation Interest in such  Reassigned Receivable, which shall entitle the Seller to receive from such Originator (by deposit  into the Concentration Account or other Account subject to a Blocked Account Agreement) all  Collections subsequently received with respect to such Reassigned Receivable, but only to the  extent actually received.  Upon each reconveyance of a Reassigned Receivable pursuant to this  Section, the Administrative Agent shall receive a security interest in the Participation Interest  relating to such Reassigned Receivable and in any security interest obtained by the Seller in such  Reassigned Receivable.  Notwithstanding the foregoing, no additional reconveyances of  Receivables by the Administrative Agent pursuant to this Section (and sales by the Seller to the  applicable Originator pursuant to the Purchase and Contribution Agreement) shall occur (A)   





 






  -44-  without the consent of the Administrative Agents if a Control Event shall have occurred and be  continuing or (B) if, during the 12-month period ending on the last day of the month preceding  such reconveyance, the sum of the aggregate Outstanding Balance (in each case determined as of  the date of reconveyance) of Reassigned Receivables reconveyed hereunder plus the Outstanding  Balance of such additional Receivables in which a reconveyance is proposed under this Section  would exceed 1% of the aggregate Outstanding Balance of the Receivables generated during such  12-month period.   Section 2.02. Incremental Purchases.  Subject to the terms and conditions hereof,  including Section 3.03 and, as applicable, Section 3.04, (i) the Seller may at any time and from  time to time at its option sell to the Facility Agents (as agents for the applicable Purchaser(s))  undivided percentage ownership interests in each and every Receivable, together with the Related  Security and Collections with respect thereto (each an “Incremental Purchase”), and (ii) each  Facility Agent, on behalf of the applicable Purchaser(s) shall make an Incremental Purchase.  The  Seller shall provide the Administrative Agent and the Facility Agents with a Purchase Notice by  1:00 p.m. (New York City time) at least one Business Day prior to each Incremental Purchase.   Each Purchase Notice shall specify (a) the Purchase Price requested to be paid to the Seller and the  allocation among the Purchase Groups (which shall be based on their respective Purchase Group  Percentages) and (b) the date of such requested Purchase.  Subject to the terms and conditions  hereof, for any Purchase Group that includes a Conduit Purchaser, if any Conduit Purchaser in  such Purchase Group chooses not to purchase (through its related Facility Agent) an Incremental  Purchase, the applicable Committed Purchaser in such Conduit Purchaser’s Purchase Group shall  purchase (through the related Facility Agent) such Incremental Purchase.  Subject to the terms and  conditions hereof, Incremental Purchases shall be allocated among the Facility Agents pro rata in  accordance with the respective Purchase Group Percentages.  No Facility Agent shall have any  obligation to make an Incremental Purchase on any day if the conditions set forth in Section 3.03  and, as applicable, Section 3.04, hereof are not satisfied.  No Facility Agent, on behalf of its related  Purchaser(s), shall make any such Purchase on or after the Termination Date.  Each Incremental  Purchase shall be in an aggregate amount of at least $1,000,000 or any higher multiple of $100,000  per each Purchase Group.  Each Facility Agent shall purchase its related Purchase Group  Percentage of each Incremental Purchase.   Section 2.03. Purchase Price.  (a)  On the closing date for each Incremental Purchase, each  Facility Agent, on behalf of the applicable Purchaser(s), shall pay to the Seller in immediately  available funds an amount equal to its Purchase Group Percentage of the Purchase Price for such  Incremental Purchase.  The Purchase Price of the initial Incremental Purchase shall equal the  initial Aggregate Net Investment; each Facility Agent, on behalf of its Purchase Group, shall pay  its Purchase Group Percentage of such initial Purchase Price.  The Purchase Price of each  subsequent Incremental Purchase shall equal the amount by which the Aggregate Net Investment  is increased by such Incremental Purchase and shall be funded by the Facility Agents, pro rata on  the basis of their respective Purchase Group Percentages.  Each Purchase Notice shall be  irrevocable and binding on the Seller and Seller shall pay Break Funding Costs under Section  2.07(c) incurred as a result of any failure by the Seller to complete such Incremental Purchase.   (b) On the day of each Reimbursement Purchase, the Facility Agents, on behalf of the  applicable Purchasers shall pay to the applicable LC Bank in immediately available funds an  





 






  -45-  amount equal to the Purchase Price for such Reimbursement Purchase.  The Purchase Price for a  Reimbursement Purchase shall be equal to the amount drawn under the applicable Letter of Credit.   Each Facility Agent, on behalf of its Purchase Group, shall pay its Purchase Group Percentage of  the Purchase Price for each Reimbursement Purchase.  The Aggregate Net Investment shall be  increased by the amount of each Purchase Price for a Reimbursement Purchase.     (c) On the day of each Swingline Purchase, the Facility Agent for the Swingline  Purchaser, on behalf of the Swingline Purchaser, shall pay to the Seller the Purchase Price  specified in Section 2.19(a).    (d) On the day of each Swingline Reimbursement Purchase, the Facility Agents  (including the Facility Agent for the Purchase Group including the Swingline Purchaser), on  behalf of the applicable Purchasers, shall pay to the Swingline Purchaser in immediately available  funds an amount equal to the Purchase Price for such Swingline Reimbursement Purchase.  The  Purchase Price for a Swingline Reimbursement Purchase shall be equal to the Net Investment of  the Swingline Purchase due on the Swingline Settlement Date.  Each Facility Agent, on behalf of  its Purchase Group (other than the Facility Agent for the Swingline Purchase, whose funding, for  administrative convenience, shall be deemed made), shall pay its Purchase Group Percentage of  the Swingline Reimbursement Purchase.     Section 2.04. Payments to Seller.  The Purchase Price for each Purchase and all other  amounts paid by any Facility Agent or the Administrative Agent hereunder to the Seller shall be  made to the Designated Account.   Section 2.05. Reinvestment Purchases.  Subject to Section 3.03 hereof, on each Business  Day occurring after the initial Incremental Purchase or Reimbursement Purchase, whichever first  occurs hereunder, and prior to the Termination Date, the Seller hereby sells as set forth in Section  2.01 to the Facility Agents, for the benefit of the applicable Purchasers, and each Facility Agent  shall, on behalf of the related Purchaser, purchase from the Seller undivided percentage ownership  interests in each and every Receivable Interest not previously purchased to the extent that  Collections are available for such Purchase in accordance with Section 2.08(a) hereof (each, a  “Reinvestment Purchase”), such that after giving effect to such Purchase (and for each Facility  Agent that is making such Reinvestment Purchase), (i) the amount of the Aggregate Net  Investment of such Facility Agents, for the benefit of their respective Purchasers, at the end of each  such day shall be equal to the amount of the Aggregate Net Investment of such Facility Agents, for  the benefit of the related Purchasers, at the end of the day immediately preceding such day, plus  the Purchase Price paid with respect to any Incremental Purchase, Reimbursement Purchase or  Swingline Reimbursement Purchase made on such day, if any, minus the reduction in Aggregate  Net Investment pursuant to Section 2.08, 2.09 or 2.15(b) hereof made on such day, if any, and (ii)  such Facility Agent’s (for the benefit of its related Purchaser) Purchase Group Net Investment, at  the end of each such day shall be equal to the amount of its Purchase Group Net Investment at the  end of the day immediately preceding such day, plus its Purchase Group Percentage of the  Purchase Price paid with respect to any Incremental Purchase, Reimbursement Purchase or  Swingline Reimbursement Purchase made on such day, if any, minus its pro rata portion of the  reduction in the Aggregate Net Investment pursuant to Section 2.08, 2.09 or 2.15(b) hereof made  on such day.  Subject to the terms and conditions hereof, each such Reinvestment Purchase shall be  





 






  -46-  allocated among the Facility Agents (for the benefit of their related Purchasers) pro rata in  accordance with the Purchase Group Percentage of the related Purchase Groupbased on their  respective Exposure Amounts as a percentage of the Aggregate Exposure Amount on such day.   Section 2.06. Benchmark Replacement.     (a) Notwithstanding anything to the contrary herein or in any other Transaction Document, if a  Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related  BenchmarkTerm SOFR Replacement Date haveEvent has occurred priorin relation to the time of  determining the setting of the then-current Benchmark, then (x) if a Benchmark Replacement is  determined in accordanceTerm SOFR, the Administrative Agent, acting with clause (1) or (2) of  the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such  Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any  Transaction Document in respect of such setting and subsequent settings without any amendment  to, or further action or consent of any other party to,the consent of the Required Facility Agents,  and the consent of the Seller, may amend or waive a provision of this Agreement or anyand the  other Transaction Document and (y) ifwhich relates to:  (i) providing for the use of a Benchmark Replacement is  determined in  accordance with clause (3)in place of Term SOFR; and  (ii)   (A) aligning any provision of any Transaction Document to the  definitionuse of “that Benchmark Replacement” for such;  (B) enabling that Benchmark Replacement Date, such Benchmark  Replacement will replace such benchmark for all purposes hereunder and under  any Transaction 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 suchto  be used for the calculation of Yield under this Agreement (including, without  limitation, any consequential changes required to enable that Benchmark  Replacement is provided to be used for the Facility Agents without any amendment  to, or further action or consent of any other party to,purposes of this Agreement or  any other Transaction Document so long as the Administrative  Agent has not  received, by such time, written notice of objection);  (C) implementing market conventions applicable to suchthat  Benchmark Replacement from the Required Facility Agents.;    (b) In connection with the 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 Transaction  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.     





 






  -47-  (D) providing for appropriate fallback (and market disruption)  provisions for that Benchmark Replacement; or  (E) adjusting the pricing to reduce or eliminate, to the extent reasonably  practicable, any transfer of economic value from one party to another as a result of  the application of that Benchmark Replacement (and if any adjustment or method  for calculating any adjustment has been formally designated, nominated or  recommended by the Relevant Nominating Body, the adjustment shall be  determined on the basis of that designation, nomination or recommendation).  (cb) The Administrative Agent will promptly (in one or more notices) notify the Seller  and each Facility Agent of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in  Election, as applicable, and its related BenchmarkTerm SOFR Replacement DateEvent, (ii) the  implementation  of any Benchmark Replacement, and (iii)  the effectiveness of any Benchmark  Replacement Conforming Changes, (iv) the removal or reinstatementneed for aligning any  provision of any other Transaction Document to the use of any tenor of athat Benchmark  Replacement pursuantand shall request consent of the Seller, and subject to clauseparagraph (dc)  below and (v) 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 Facility Agent (or group of, the Required Facility Agents) pursuant to this Section  2.06, including any determination with respect to a tenor, rate or adjustment or of the occurrence or  non-occurrence of an event, circumstance or datethe Benchmark Replacement and the alignment  of 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 Transaction Document, except, in each case,  as expressly required pursuant to this Section 2.06provision of any Transaction Document, which  changes shall not be effective unless and until such consent is received.   (d) Notwithstanding anything to the contrary herein or in any other Transaction  Document, at any time (including in connection with the implementation of a Benchmark  Replacement), (i) if the then-current replacement benchmark is a term rate (including Term SOFR  or LIBOR)  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 tenor for such Benchmark at or after such time to remove such unavailable or  non-representative tenor and (ii) if  a tenor that was removed pursuant to clause (i) above either (A)  is subsequently displayed on a screen or information service for such 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 such Benchmark (including a Benchmark Replacement), then  the Administrative Agent may modify the tenor of such Benchmark at or after such time to  reinstate such previously removed tenor.   (e  (c) If any Facility Agent fails to respond to a request for an amendment or waiver  described in paragraph (a) above within 15 Business Days (or such longer time period in relation to  





 






  -48-  any request which the Seller and the Administrative Agent may agree) of that request being made:  (i) its Purchase Group Maximum Net Investment(s) shall not be included for the purpose of  calculating the Maximum net Investment when ascertaining whether any relevant percentage of  Maximum Net Investment  has been obtained to approve that request; and (ii) its status as a  Facility Agent and its Purchase Group shall be disregarded for the purpose of ascertaining whether  the agreement of any specified Facility Agents has been obtained to approve that request.  (d) Upon the Seller’s receipt of notice of the commencement of a Benchmark  Unavailability PeriodTerm SOFR Replacement Event, the Seller may revoke any pending request  for a Purchase that accrues Yield atbased on the EurodollarTerm SOFR Rate or, failing that, will  be deemed to have converted such request into a request for a Purchase that accrues Yield at the  Alternate Base Rate.  During any Benchmark Unavailability Period (other than clauses (ii) or at  any time(iii) of that a tenor for the then-current Benchmark is not available, the component of  Alternate Base Rate based upon the then-current Benchmark of such tenor for such Benchmark, as  applicable will not be used in any determination of Alternate Base Ratedefinition).     (f) Any Benchmark Replacement shall be applied in a manner consistent with market  practice; provided that to the extent such market practice is not administratively feasible for the  Administrative Agent, such Benchmark Replacement shall be applied in a manner as otherwise  reasonably determined by the Administrative Agent.   Section 2.07. Yield and, Fees; Break Funding and Costs.  (a) The Seller shall pay the  Facility Agents (for distribution to the Purchasers and LC Banks, as applicable) Yield due on their  Net Investment on each Settlement Date.  On the first Business Day of each calendar month, each  Facility Agent will provide the Seller and the Servicer with an invoice showing (a) the Yield due  on the Net Investment funded by the Purchaser(s) (including the Swingline Purchaser, as  applicable) in its Purchase Group and (b) the Yield due on the Reimbursement Obligations owed  by the Seller to the LC Banks on the related Settlement Date for the preceding Calculation Period.     (b) The Seller shall pay the Facility Agents (for distribution to the Purchasers and LC  Banks, as applicable), and the Administrative Agent, as applicable, the non-refundable fees set  forth in the Transaction Fee Letters on each Settlement Date.  For each Settlement Date, the  Administrative Agent and each Facility Agent will provide the Seller and Servicer with an invoice  showing the fees due to it and/or the related Purchasers and LC Banks in its Purchase Group on  such Settlement Date.     (c) The Seller shall pay Break Funding Costs to the Facility Agent for any Purchaser  whose funding of its portion of Net Investment gives rise to Break Funding Costs on any  Reduction Date (other than a Mandatory Reduction Date or an Optional Reduction Date that is also  a Settlement Date).  The Facility Agent for such Purchaser shall provide a certificate to the Seller  and Servicer showing the calculation of such Break Funding Costs and the basis therefor.  Break  Funding Costs in connection with the payment of an Optional Reduction Amount or a Mandatory  Reduction Amount shall be due and payable at the time such Optional Reduction Amount and  Mandatory Reduction Amount are paid.  Break Funding Costs in connection with the reduction of  Net Investment without the required notice or due to an assignment by a Conduit Purchaser to its  Support Provider shall be due and payable on the date of such reduction or assignment.  Break  





 






  -49-  Funding Costs in connection with the failure to make a requested Incremental Purchase shall be  due and payable on the day such Incremental Purchase was requested to be made.   (d) All payments made by the Seller or the Servicer to any Facility Agent pursuant to this  Section 2.07 shall be made to the account designated by such Facility Agent on Schedule I hereto.   (ed) The calculations of amounts owing to any Facility Agent (for itself or on behalf of its  Purchase Group) or to the Administrative Agent in any invoice or certificate provided in this  Section 2.07 shall be conclusive and binding for all purposes, absent manifest error.   Section 2.08. Settlements and Other Payment Procedures.  (a)  The Servicer shall, on each  day before the Termination Date on which Collections of Receivables are received or deemed  received by it (including amounts held in the Collection Account):   (i) set aside on its books and Records and hold in trust from the Percentage  Interest in such Collections, an amount equal to (A) with respect to each Purchase Group,  the aggregate amount of Yield, Used Fee, Unused Fee and other fees, costs, expenses and  indemnity amounts accrued through, or payable on, such day for such Purchase Group, (B)  with respect to each LC Bank to which Reimbursement Obligations are due and owing, an  amount equal to accrued and unpaid Yield on any outstanding Reimbursement Obligations  owed to such LC Bank, (C) with respect to each LC Bank that has issued Letters of Credit,  all fees, including the Letter of Credit Fronting Bank Fee, accrued and unpaid to such LC  Bank, (D) with respect to the Administrative Agent, any accrued and unpaid fees due to the  Administrative Agent, and (E) with respect to the Servicer, any accrued and unpaid  Servicing Fees;   (ii) deposit to the LC Cash Collateral Account, the amount required to cash  collateralize any Defaulting Purchaser’s pro rata share of the aggregate undrawn Stated  Amount of Letters of Credit pursuant to 2.12(a) hereof;    (iii)  with respect to any LC Bank to which Reimbursement Obligations are  owed, set aside the entire amount of such Reimbursement Obligations owed;     (iv) with respect to the Swingline Purchaser, set aside the amount of any  Swingline Reimbursement Purchase owed;    (v) with respect to any Non-Extending Purchase Group, on and after the  applicable Non-Pro Rata Extension Date (so long as a Termination Event shall not have  occurred and be continuing), set aside on its books and Records its ratable share of  Collections as described in Section 2.17(c) hereof;   (vvi) if the Seller has provided timely notice of an optional reduction of the  Aggregate Net Investment or a Mandatory Reduction Amount is due and unpaid, set aside  on its books and Records from such Collections the Optional Reduction Amount and  





 






  -50-  Mandatory Reduction Amount, as applicable, and any associated Break Funding Costs due  and payablebut for the avoidance of doubt, without any breakage costs;    (vivii) apply all or a portion of the remainder of the Percentage Interest in such  Collections, such that the Aggregate Net Investment after such receipt and Reinvestment  Purchases is the same as before such receipt and Reinvestment Purchases; and   (viiviii)  release any remaining Collections to the Seller;  and on each Settlement Date, Distribution Date, Mandatory Reduction Date, Optional Reduction  Date or other day on which other amounts are due and payable pursuant to the terms of this  Agreement, pay the amounts set aside above, together with other amounts paid by the Seller, the  Servicer or the Parent hereunder, to the Administrative Agent, the Facility Agents (on behalf of  their Purchase Groups), the Purchasers or the LC Banks, as the case may be.  If the Control Date  but not the Termination Date shall have occurred, the daily set asides, applications and payments  specified in this Section 2.08(a) shall be performed by the Administrative Agent, based on the  information provided in the Servicer Reports and pursuant to Section 4.10(f).   (b) On the Termination Date and each Business Day thereafter, all Collections  received or deemed received (including amounts in the Collection Account), together with  other amounts paid by the Seller, the Servicer or the Parent hereunder, shall be applied in  the following order of priority (whether or not such funds are sufficient to pay in full all  such amounts and pro rata within each level based on the amounts due at such level):    FIRST, to the Servicer in payment of all accrued and unpaid Servicing Fee and all  other out-of-pocket costs and expenses owed to it, if any, in connection with the servicing,  administering and collecting the Receivables;  SECOND, on a pro rata basis (a) to each Facility Agent, the accrued and unpaid  Yield due on its Purchase Group’s Net Investment and (b) to any LC Bank, accrued and  unpaid Yield on any outstanding Reimbursement Obligations;  THIRD, on a pro rata basis, (a) to each Facility Agent, the accrued and unpaid Used  Fees and Unused Fees due to its related Purchase Group, (b) to each LC Bank, all accrued  and unpaid Letter of Credit Fronting Bank Fees due to it and (c) to the  Administrative-Agent, all accrued and unpaid fees due to the Administrative Agent;  FOURTH, to the LC Cash Collateral Account, the amount necessary to cause the  amount therein to equal the Required LC Cash Collateral Amount;  FIFTH, to any LC Bank, in payment in full of any outstanding Reimbursement  Obligations owed to it;  SIXTH, to each Facility Agent, to reduce the related Purchase Group’s Net  Investment to zero;  





 






  -51-  SEVENTH, to the Administrative Agent and each Facility Agent, any amounts  necessary to reimburse the Administrative Agent or such Facility Agent for the costs of  collection and enforcement of the Facility;  EIGHTH, to each Facility Agent and LC Bank, in payment in full of any other  amounts owed by the Seller to the Purchasers and LC Banks in their related Purchase  Groups pursuant to this Agreement; and  NINTH, to the Administrative Agent, in payment of expenses owed to it by the  Seller pursuant to this Agreement.   (c) After the Aggregate Net Investment, Reimbursement Obligations, , Yield, fees and  any other Aggregate Unpaids have been paid in full and, if required hereunder, the LC Cash  Collateral Account has been funded in an amount equal to the Required LC Cash Collateral  Amount, all additional Collections with respect to the Receivable Interest shall be paid to the  Seller for its own account.   (d) For the purposes of this Section 2.08:   (i) if, on any day, there arises a Deemed Collection with respect to any  Receivable, the Seller shall be deemed to have received on such day a Collection of such  Receivable in the amount of such Deemed Collection;   (ii) except as otherwise required by applicable Law or in (i) above or the  relevant Contract, all Collections (other than Deemed Collections) received from an  Obligor of any Receivable shall be applied to the Receivables of such Obligor in order of  the age of such Receivables, starting with the oldest such Receivable, unless such Obligor  designates its payment for application to specific Receivables, provided that Deemed  Collections shall be applied to the applicable Receivable that gave rise to such Deemed  Collection; and   (iii) if and to the extent any Purchaser or LC Bank shall be required for any  reason to pay over to an Obligor any amount received on its behalf hereunder, such amount  shall be deemed not to have been so received but rather to have been retained by the Seller  and, accordingly, such Purchaser or LC Bank, as applicable, shall have a claim against the  Seller for such amount, payable when and to the extent that any distribution from or on  behalf of such Obligor is made in respect thereof.   (e) The funds deposited into the LC Cash Collateral Account pursuant to (i) Section 2.08,  Section 2.09 or Section 2.12 may be applied as set forth in (A) Section 2.11(b) to satisfy the  Seller’s Reimbursement Obligations or (B) Sections 2.12(a) or (c) to satisfy a Defaulting  Purchaser’s obligations to fund its portion of Reimbursement Purchases, or (ii) Section 11.08 may  be applied to satisfy the Seller’s Reimbursement Obligation and the Required LC Cash Collateral  Amount.  If on any Monthly Report Date the amount on deposit in LC Cash Collateral Account  (other than amounts deposited therein pursuant to Section 11.08 and not then applied pursuant to  clause (ii) of the preceding sentence) exceeds the Required LC Cash Collateral Amount, the  





 






  -52-  Administrative Agent shall, on the second Business Day after the next Monthly Report Date,  withdraw such excess funds on deposit in the LC Cash Collateral Account, and pay the same to the  Seller.   Section 2.09. Mandatory Reduction of Aggregate Exposure Amount If, on any day,  the Seller knows or should know that the Percentage Interest exceeds 100%, the Servicer or the  Seller shall promptly notify the Administrative Agent and the Facility Agents and shall specify the  Mandatory Reduction Amount.  By the second Business Day after the date of such notification, the  Seller shall pay the Mandatory Reduction Amount to the Administrative Agent.  The  Administrative Agent shall distribute such funds (i) first, to each LC Bank owed any  Reimbursement Obligations(s), its pro rata share (based on such LC Banks’ Reimbursement  Obligation(s) as a percentage of the aggregate amount of Reimbursement Obligations owed to LC  Banks) of such Mandatory Reduction Amount (but in no event in excess of the Reimbursement  Obligations(s) owed to each such LC Bank), (ii) second, to the Swingline Purchaser, any  Swingline Reimbursement Purchase owed to it, (iii) third, to pay to each Facility Agent, its  Purchase Group’s Purchase Group Percentage of any remaining Mandatory Reduction Amount to  repay all or a portion of the related Purchase Group’s Net Investment, and (iiiiv) thirdfourth, to the  LC Cash Collateral Account, any remaining Mandatory Reduction Amount.  On any day on which  a Mandatory Reduction Amount is due and payable, the Seller shall alsonot be obligated to pay to  eachany Purchaser any Break Funding Costs incurred by such Personbreakage costs in connection  with the payment of such Mandatory Reduction Amount, even if paid on a date other than a  Settlement Date.   Section 2.10. Letters of Credit.  (a)  On and after the LC Effective Date, subject to the terms  and conditions hereof, each LC Bank, in reliance on the agreements of the Facility Agents set forth  in Section 2.11, agrees to issue standby and documentary letters of credit (the “Letters of Credit”)  for the account of the Seller on any Business Day during the period from the LC Effective Date to  the Termination Date (or, in the case of an LC Bank in a Non-Extending Purchase Group, the  applicable Non-Pro Rata Extension Date) in such form as may be approved from time to time by  such LC Bank; provided that no LC Bank shall have any obligation to Issue any Letter of Credit if,  after giving effect to such Issuance, (i) without the consent of the applicable LC Bank, the LC  Obligations owed to such LC Bank at such time would exceed such LC Bank’s LC Bank Sublimit,  (ii) the Percentage Interest would exceed 100%, (iii) in the event that the Scheduled Termination  Date shall have been extended pursuant to Section 2.17 with respect to some but not all of the  Purchase Groups, the portion of the LC Obligations attributable to Letters of Credit with expiry  dates after the next Non-Pro Rata Extension Date will exceed the portion of the Maximum Net  Investment attributable to the Maximum Net Investment of the Purchase Groups that are not  Non-Extending Purchase Groups, or (iv) any Committed Purchaser is a Defaulting Purchaser,  unless (x) arrangements with respect to such Defaulting Purchaser have been made which are  reasonably satisfactory to such LC Bank to mitigate such LC Bank’s risk with respect to such  Defaulting Purchaser (as to both existing Letters of Credit and any proposed new Issuance), (y) the  Seller has fulfilled the requirements set forth in Section 2.12(a), or (z) such Defaulting Purchaser  has assigned all of its rights, interests and obligations hereunder to assignee(s) in accordance with  Section 11.08 hereof.  Each Letter of Credit shall (A) be denominated in Dollars, (B) have a face  amount of at least $5,000,000, (C) expire no later than the earlier of (1) the first anniversary of its  date of issuance and (2) the date that is five Business Days prior to the Scheduled Termination  





 






  -53-  Date (or, in the case of an LC Bank in a Non-Extending Purchase Group, the applicable Non-Pro  Rata Extension Date), provided that any Letter of Credit with a one-year term may provide for the  automatic renewal thereof for additional one-year periods (which shall in no event extend beyond  the date referred to in clause (2) above) and (D) provide for the payment of sight drafts or other  written demands for payment no earlier than the next Business Day after being presented for honor  thereunder (as long as presented by 2:00 p.m., New York City time, on such Business Day, and, if  presented after 2:00 p.m, the second Business Day after being presented) in accordance with the  terms thereof and when accompanied by the documents described therein.   (b) The Seller may from time to time request that an LC Bank Issue or Modify a Letter of  Credit, as the case may be, by delivering to such LC Bank, at its address for notices specified on  Schedule I hereto (or transmit by electronic communication, if arrangements for doing so have  been approved by such LC Bank) and the Administrative Agent a Letter of Credit Application  therefor, completed to the satisfaction of such LC Bank, and a Letter of Credit Request.   Additionally, the Seller shall furnish to the applicable LC Bank such other certificates, documents  and other papers and information as such LC Bank may request.  Upon receipt of any Letter of  Credit Application, such LC Bank will also provide a copy thereof to the Administrative Agent  and, following receipt, the Administrative Agent shall advise the Facility Agents thereof.  Such LC  Bank will process such Letter of Credit Application and the certificates, documents and other  papers and information delivered to it in connection therewith in accordance with its customary  procedures.   Unless such LC Bank has knowledge, or has received written notice from any  Facility Agent, the Administrative Agent or the Seller at least one Business Day prior to the  requested date of the applicable Issuance or Modification, that one or more applicable conditions  contained in Section 3.03 shall not then be satisfied, then, subject to the terms and conditions  hereof, such LC Bank shall on the requested date of the applicable Issuance or Modification, Issue  or Modify the Letter of Credit, as the case may be, requested by such Letter of Credit Application  and related documentation (but in no event shall such LC Bank be required to Issue or Modify any  Letter of Credit earlier than three Business Days after its receipt of the Letter of Credit Application  therefor and all related documentation) by Issuing the original of such Letter of Credit (or  requested Modification, if applicable) to the beneficiary thereof or as otherwise may be agreed to  by such LC Bank and the Seller.  Such LC Bank shall furnish a copy of such Letter of Credit or any  amendment thereto to the Seller promptly following the Issuance or Modification thereof.  Such  LC Bank shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish  to the Facility Agents, notice of the Issuance or Modification, as applicable, of each Letter of  Credit (including the amount thereof), each increase or decrease in the amount of such Letter of  Credit (including the amount thereof) and the termination of such Letter of Credit.    (c)  Notwithstanding the foregoing or anything else to the contrary contained  herein, no LC Bank shall be under any obligation to Issue any Letter of Credit if: (i) any order,  judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin  or restrain such LC Bank from Issuing such Letter of Credit, or any Law applicable to such LC  Bank or any request or directive (whether or not having the force of law) from any Governmental  Authority with jurisdiction over such LC Bank (x) shall prohibit, or request that such LC Bank  refrain from, the issuance of letters of credit generally or such Letter of Credit in particular, (y)  shall impose upon such LC Bank with respect to such Letter of Credit any restriction, reserve or  capital requirement (for which such LC Bank is not otherwise entitled to be compensated  





 






  -54-  hereunder) not in effect on the LC Effective Date, or (z) shall impose upon such LC Bank any  unreimbursed loss, cost or expense which was not applicable on the LC Effective Date and which  such LC Bank in good faith deems material to it; provided that, in the cases of clauses (y) and (z),  such LC Bank shall have provided written notice to the Seller of its refusal to issue any Letter of  Credit and the specific reasons therefor and the Seller shall not have compensated such LC Bank  for the imposition of such restriction, reserve or capital requirement or reimbursed such LC Bank  for such loss, cost or expense, as applicable; (ii) the Issuance of such Letter of Credit would  otherwise conflict with, or cause such LC Bank or any Purchase Group to exceed any limits  imposed by, any applicable Law; or (iii) the Issuance of such Letter of Credit would violate one or  more policies of such LC Bank applicable to letters of credit generally.  An LC Bank shall not be  obligated to Modify any Letter of Credit if (A) such LC Bank would have no obligation at such  time to Issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary  of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.   (d) The Seller shall authorize and direct each LC Bank to name the Seller as the  “Applicant” or “Account Party” of each Letter of Credit; provided, that any such Letter of Credit  may indicate that it is issued “on behalf of Ferguson Enterprises, LLC or an Affiliate of Ferguson  Enterprises, LLC”  Notwithstanding that a Letter of Credit issued or otherwise outstanding  hereunder is in support of any obligations of a Person other than the Seller, the Seller shall be  obligated to reimburse the applicable LC Bank hereunder for any and all drawings under such  Letter of Credit as provided in this Agreement.     (e) If any draft shall be presented for payment under any Letter of Credit, the relevant LC  Bank shall promptly notify the Seller and the Administrative Agent of the date and the amount  thereof and whether such LC Bank has made or will make a payment thereunder; provided that any  failure to give or delay in giving such notice shall not relieve the Seller of its obligation to  reimburse such LC Bank with respect to any drawing under a Letter of Credit in accordance with  the terms hereof.  Upon receipt of any such notice, the Administrative Agent shall promptly advise  the Facility Agents thereof. The responsibility of such LC Bank to the Seller in connection with  any draft presented for payment under any Letter of Credit shall, in addition to any payment  obligation expressly provided for in such Letter of Credit, be limited to determining that the  documents (including each draft) delivered under such Letter of Credit in connection with such  presentment are substantially in conformity with such Letter of Credit.   (f) To the extent that any provision of any Letter of Credit Application related to any  Letter of Credit is inconsistent with the provisions of this Section 2.10, the provisions of this  Section 2.10 shall apply.   (g) For purposes of determining the “Stated Amount” of a Letter of Credit at any time  hereunder, such amount shall be deemed to be the maximum stated amount (including any  automatic increases provided by its terms) of such Letter of Credit after giving effect to all such  increases, whether or not such maximum stated amount is in effect at such time.   (h) The Seller shall cause the aggregate Stated Amount of all Letters of Credit  outstanding hereunder and all Reimbursement Obligations under clause (i) of that definition to be  secured at all times by the Receivable Interest, and shall on every Business Day make such further  





 






  -55-  grant, assignment, transfer and conveyance to the Facility Agents, for the benefit of the related  Purchasers and LC Banks, in the Receivables, Related Security and Collections, as is necessary (if  any) to cause such Receivable Interest to be so maintained.   (i) All payments made by an LC Bank pursuant to any Letter of Credit shall be made  from funds of such LC Bank, and not from the funds of any other Person.   (j) Whenever any LC Bank issues a Letter of Credit, each Facility Agent, on behalf of its  related Purchasers, shall, automatically and without further action of any kind upon the effective  date of issuance of such Letter of Credit, have irrevocably (i) agreed to acquire a participation  interest therein in an amount equal to its Purchase Group Percentage of the Stated Amount of such  Letter of Credit and (ii) committed to make a Reimbursement Purchase hereunder equal to its  ratable share of the applicable Reimbursement Obligation in the event that such Letter of Credit is  subsequently drawn and such drawn amount shall not have been reimbursed by the Seller upon  such draw.  In the event that any Letter of Credit expires or is surrendered to the issuing LC Bank  without being drawn (in whole or in part) then, in such event, the foregoing commitment to make a  Reimbursement Purchase with respect to draws under such Letter of Credit shall expire with  respect to such Letter of Credit and the Aggregate Exposure Amount shall automatically reduce by  the Stated Amount of the Letter of Credit which is no longer outstanding.     Section 2.11. Letter of Credit Reimbursements; Payments.  (a) In the event of any  request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the  applicable LC Bank will promptly notify the Seller and the Administrative Agent of such request  on the date such request is made, and the Administrative Agent shall, in turn, promptly advise the  Facility Agents thereof.  Upon such drawing, the Seller will have a Reimbursement Obligation to  reimburse such LC Bank at or prior to 11:00 a.m., New York time on the date on which such draw  is required to be paid, in an amount equal to the amount paid by such LC Bank under such Letter of  Credit in respect of such drawing.  The Seller shall use its own funds available therefor to satisfy  its Reimbursement Obligation; provided, that on and after the Termination Date, the  Administrative Agent shall apply funds on deposit in the LC Cash Collateral Account to pay the  applicable LC Bank the Reimbursement Obligation owed to it.  If the Seller shall not have satisfied  its Reimbursement Obligation, the applicable LC Bank shall promptly notify the Administrative  Agent, the Seller and the Facility Agents of such non-payment by the Seller of its Reimbursement  Obligation and the Seller shall be deemed to have requested that a Purchase (each such Purchase, a  “Reimbursement Purchase”) be made on the date of the required drawing in the amount paid by  such LC Bank under such Letter of Credit in respect of such drawing on such date and (ii) the  Seller will deliver promptly to the Facility Agents a Purchase Notice with respect to such  Reimbursement Purchase.  Such Purchase Notice will specify the amount of the Reimbursement  Purchase and the allocation thereof among the Purchase Groups and remittance instructions  provided by the applicable LC Bank.  Upon receipt of such Purchase Notice, a Reimbursement  Purchase will be made by each Facility Agent (on behalf of its related Purchasers) by delivering its  portion of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the  Administrative Agent using funds in the LC Cash Collateral Account, if available, to fund such  Defaulting Purchaser’s portion of the Reimbursement Purchase) to the Seller by 5:00 p.m. (New  York time) on such Business Day; provided, that in no event shall any Facility Agent make a  Reimbursement Purchase in the event that, after giving effect to the making of such  





 






  -56-  Reimbursement Purchase, the related Purchase Group’s Exposure Amount would exceed such  Purchase Group’s Maximum Net Investment.  The requirement to make Reimbursement  Purchases hereunder shall continue until the last to occur of any of the following events: (i) each  LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (ii) no  Letter of Credit issued hereunder remains outstanding and uncancelled; and (iii) all Persons (other  than the Seller or any Affiliate) have been fully reimbursed for all payments made under or relating  to Letters of Credit.  To the extent that any Facility Agent (on behalf of its related Purchasers) does  not fund such Reimbursement Purchase hereunder, the aggregate amount of such unfunded  Reimbursement Purchases shall be deemed to be a Reimbursement Obligation of the Seller until  such time (if at all) that any such Facility Agent(s) (on behalf of their related Defaulting  Purchaser(s)) fund their Reimbursement Purchase(s) to such LC Bank.  Each Facility Agent’s  funding of its ratable portion of a Reimbursement Purchase shall reduce the Seller’s  Reimbursement Obligation by the amount of such funding.   (b)  If an LC Bank is required at any time to return to the Seller or any other Person, or to  a trustee, receiver, liquidator, custodian, or any official in any insolvency proceeding, any portion  of the payments made by the Seller to such LC Bank pursuant to this Agreement in payment of a  Reimbursement Obligation, each Facility Agent’s obligation (on behalf of its related Purchaser) to  make a Reimbursement Purchase in accordance with the terms of Section 2.11(a) shall thereupon  arise, and following demand by such LC Bank, each such Facility Agent shall make a  Reimbursement Purchase of its ratable amount of any amounts so returned by such LC Bank.    (c) Notwithstanding any other provision of this Agreement, prior to the date on which a  drawing occurs on any Letter of Credit (each such date, a “Drawing Date”), no Yield shall accrue  or be payable on the Stated Amount of such Letter of Credit, but fees with respect thereto shall be  payable in accordance with the Fee Letter and each LC Bank Fee Letter.  Following the Drawing  Date of any Letter of Credit and funding of a Reimbursement Purchase, applicable Yield shall  accrue and be payable on the outstanding unpaid amount of such Reimbursement Purchase for  each day from and including the date such Reimbursement Purchase is made.  In addition,  following the Drawing Date of any Letter of Credit (and until a Reimbursement Purchase or  payment in satisfaction of a Reimbursement Obligation in full), applicable Yield shall accrue and  be payable on the outstanding amount of such Reimbursement Obligation for each day from and  including the date such Reimbursement Obligation arose to but excluding the date the Seller  reimburses the Reimbursement Obligation (or such time as the Reimbursement Purchase is made  in full to satisfy the Reimbursement Obligation).   (d)  The Seller’s obligations under this Section 2.11 and the Facility Agents’ obligations  to fund Reimbursement Purchases under this Section 2.11 shall be absolute and unconditional  under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment  that the Seller or any such Facility Agent may have or have had against any LC Bank, any  beneficiary of a Letter of Credit or any other Person.  The Seller also agrees with each LC Bank  that no LC Bank shall be responsible for, and the Seller’s Reimbursement Obligations shall not be  affected by, among other things, (i) any lack of validity or enforceability of any Letter of Credit or  any Transaction Document or any term or provision therein, (ii) any draft or other document  presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any  statement therein being untrue or inaccurate in any respect, (iii) payment by any LC Bank under a  





 






  -57-  Letter of Credit against presentation of a draft or other document that does not strictly comply with  the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or  not similar to any of the foregoing, that might, but for the provisions of this Section 2.11(d),  constitute a legal or equitable discharge of, or provide a right of setoff against, the Seller’s  obligations hereunder.  Neither the Administrative Agent, the Facility Agents, the Purchasers nor  the LC Banks, nor any of their Related Parties, shall have any liability or responsibility by reason  of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to  make any payment thereunder (irrespective of any of the circumstances referred to in the  preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery  of any draft, notice or other communication under or relating to any Letter of Credit (including any  document required to make a drawing thereunder), any error in interpretation of technical terms or  any consequence arising from causes beyond the control of any LC Bank; provided, that the  foregoing shall not be construed to excuse the relevant LC Bank from liability to the Seller to the  extent of any direct damages (as opposed to consequential damages, claims in respect of which are  hereby waived by the Seller to the extent permitted by applicable Law) suffered by the Seller that  are caused by such LC Bank’s failure to exercise care when determining whether drafts and other  documents presented under a Letter of Credit comply with the terms thereof.  The parties hereto  expressly agree that, in the absence of gross negligence or willful misconduct on the part of an LC  Bank (as finally determined by a court of competent jurisdiction), such LC Bank shall be deemed  to have exercised care in each such determination.  In furtherance of the foregoing and without  limiting the generality thereof, the parties agree that, with respect to documents presented which  appear on their face to be in substantial compliance with the terms of a Letter of Credit, an LC  Bank may, in its sole discretion, either accept and make payment upon such documents without  responsibility for further investigation, regardless of any notice or information to the contrary, or  refuse to accept and make payment upon such documents if such documents are not in strict  compliance with the terms of such Letter of Credit.   (e) If any Letter of Credit remains outstanding and undrawn (either in full or in part) on  the Termination Date, effective as of such date, the Seller shall have a Reimbursement Obligation  with respect to all such Letters of Credit in an amount equal to the aggregate Stated Amount of  outstanding and undrawn Letters of Credit on such day, together with the associated Fee Collateral  Amount, and the Seller agrees to satisfy such Reimbursement Obligation by depositing such  amount into the LC Cash Collateral Account.     Section 2.12. Defaulting Purchasers.  (a) If any Committed Purchaser becomes a  Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding, then the  Servicer shall on each day following such occurrence apply Collections to cash collateralize for  the benefit of the LC Banks the portion of the amount of the then outstanding Letters of Credit  equal to such Defaulting Purchaser’s ratable share of such undrawn Stated Amount of outstanding  Letters of Credit by depositing all Collections available pursuant to Section 2.08 into the LC Cash  Collateral Account until the amount therein is equal to such Defaulting Purchaser’s ratable share  of undrawn Stated Amount of outstanding Letters of Credit (including increased amounts due to  newly-issued Letters of Credit and reductions due to terminations of Letters of Credit).  The  Administrative Agent shall (1) apply funds deposited into the LC Cash Collateral Account  pursuant to this Section 2.12(a) to satisfy a Defaulting Purchaser’s obligation to fund it portion of a  Reimbursement Purchase pursuant to Section 2.11(a) or (b) hereof and (2) transfer funds in the LC  





 






  -58-  Cash Collateral Account in excess of the Required LC Cash Collateral Amount to the Seller as  provided in Section 2.08(e) hereof.  For the avoidance of doubt, the amount required to be  deposited and maintained in the LC Cash Collateral Account pursuant to this Section 2.12(a) is  only one component of the Required LC Cash Collateral Amount, and other amounts may be  required to be deposited and maintained in the LC Cash Collateral Account pursuant to Section  2.08 or 2.09.   (b) The Seller shall not be required to pay any Defaulting Purchaser the portion of the  Used Fee or Unused Fee pursuant to the Fee Letter with respect to the amount of the undrawn  Letters of Credit that is cash collateralized pursuant to Section 2.12(a).    (c) Except for the portion of any fees not otherwise payable to such Defaulting Purchaser  pursuant to Section 2.12(b), no amount payable by the Seller for the account of a Defaulting  Purchaser under this Agreement (whether on account of Net Investment, Yield, indemnity  payments or other amounts) shall be paid or distributed to such Defaulting Purchaser (or its  Facility Agent), but instead shall be deposited to the LC Cash Collateral Account until the amount  therein is equal to the amount of such Defaulting Purchaser’s ratable share of the Stated Amount of  the undrawn Letters of Credit that is not cash collateralized in accordance with Section 2.12(a),  and to the extent of any remaining amounts, to pay to such Defaulting Purchaser amounts owed to  it.  Section 2.13. Payments and Computations, Etc.  All per annum fees payable under this  Agreement shall be calculated for the actual days elapsed on the basis of a 360-day year.  All  amounts to be paid or deposited by the Seller or the Servicer hereunder shall be paid or deposited  in accordance with the terms hereof in immediately available funds no later than the time specified  in the applicable provision of this Agreement, or, if not so specified, by 11:00 a.m. (New York City  time) on the day when due.  All such amounts shall be paid or deposited to the applicable party or  account, as applicable, at the address listed on Schedule I hereto (or in the applicable Assumption  Agreement); provided, that, if such amounts are payable to any Purchasers or LC Banks, they shall  be paid or deposited in the applicable Facility Agent’s account indicated on Schedule I hereto (or  in the applicable Assumption Agreement), until otherwise notified by such party.  The Seller shall,  to the extent permitted by Law, pay interest on all amounts not paid or deposited when due  hereunder at a rate equal to the Default Rate.  All computations of Yield hereunder shall be made  on the basis of a year of 360 days for the actual number of days (including the first but excluding  the last day) elapsed other than computations of interest calculated by reference to the Alternate  Base Rate which shall be calculated on the basis of a 365- or 366-day year, as applicable.   Section 2.14. Increased Costs.  The Seller will indemnify each Purchaser (and any of its  Support Providers) and LC Bank if any Regulatory Change (i) subjects such Person (each an  “Affected Person”) to any charge on or with respect to such Affected Person’s obligations in  connection with the Facility, or on or with respect to the Receivables, or subjects any such  Affected Person to Tax on its Exposure Amount or its obligation to fund a portion of the Aggregate  Exposure Amount (except for Indemnified Taxes and Excluded Taxes), (ii) imposes, modifies or  deems applicable any reserve, special deposit or similar requirement against assets of, deposits  with or for the account of, or liabilities of any Affected Person, or credit extended by any Affected  Person in connection with the Facility (excluding Taxes) or (iii) imposes any other condition the  





 






  -59-  result of which is to increase the cost to any Affected Person of performing its obligations in  connection with the Facility, or to reduce the rate of return on any Affected Person’s capital as a  consequence of its obligations in connection with the Facility, or to reduce the amount of any sum  received or receivable by any Affected Person in connection with this Facility, or to require any  payment calculated by reference to the amount of interests or loans held or interest received by it  (excluding Taxes).  The Seller will promptly pay to the Facility Agent for the Affected Person such  indemnity amount as shall be specified to the Seller in a certificate of the Affected Person (or its  Facility Agent, on its behalf) setting forth the calculations of such amount, together with the basis  therefor.  Any such certificate submitted by or on behalf of the Affected Person shall be conclusive  and binding for all purposes, absent manifest error.   Section 2.15. Optional Reduction of Maximum Net Investment; Optional Reduction of  Aggregate Net Investment.  (a) The Seller may at any time and from time to time reduce in whole  or in part the Maximum Net Investment (but not below the Aggregate Exposure Amount) and/or  the Swingline Sublimit by giving the Facility Agents and/or the Swingline Purchaser, if applicable,  written notice thereof at least five (5) Business Days before such reduction is to take place;  provided, however, that any partial reduction of  the Maximum Net  Investment or the Swingline  Sublimit shall be in an amount of $5,000,000 or any higher multiple of $100,000.  Any reduction  in the Maximum Net Investment shall be allocated ratably among the Purchase Groups.  The Seller  shall pay each Facility Agent any accrued and unpaid Unused Fee on the date of such reduction  with respect to the reduction amount.   (b) The Seller may reduce, in whole or in part, the Aggregate Net Investment (the amount  of any such reduction, the “Optional Reduction Amount”) by giving the Administrative Agent and  the Facility Agents written notice thereof at least fivetwo (52) Business Days before such optional  reduction (each, an “Optional Reduction Notice”) substantially in the form of Exhibit F hereto.   Each such Optional Reduction Notice shall specify the requested Optional Reduction Amount and  the requested optional reduction date.  If the Seller has delivered an Optional Reduction Notice  with respect to the Aggregate Net Investment, then on the requested Optional Reduction Date, the  Servicer shall apply Collections that would have been used for Reinvestment Purchases to pay (i)  first, to  the Facility Agent for the Swingline Purchaser, any Swingline Purchase Net Investment or  Swingline Reimbursement Purchase that is owed, and (ii) second, to the Facility Agents (for the  benefit of their respective Purchasers), their ratable shares of the reduction amount, together with  any applicable Break Funding Costs (unless such Optional Reduction Date is also a Settlement  Date)but for the avoidance of doubt, without any breakage costs.  Each partial reduction shall be in  minimum increments of $5,000,000 or any higher multiple of $100,000.   Section 2.16. Increase in Maximum Net Investment .  The Seller may at any time and from  time to time as long as no Termination Event or Potential Termination Event exists increase the  Maximum Net Investment up to $1,000,000,0001,500,000,000 by (a) either (i) adding additional  Purchase Groups or (ii) causing an existing Purchase Group or Groups to increase its Purchase  Group Maximum Net Investment and (b) executing an amendment to this Agreement.  Each new  Purchase Group shall become a party hereto by executing and delivering to the Administrative  Agent, the Seller and the Servicer an Assumption Agreement (which Assumption Agreement shall  be executed by all Purchasers in such new Purchase Group).  





 






  -60-   Section 2.17. Procedures for Extension of Scheduled Termination Date.  (a) No  more than 90 days prior to date as of which the proposed extension would become effective (the  “Proposed Effective Date”), the Seller may request in writing that each Facility Agent consent to  the extension of the Scheduled Termination Date for an additional period specified in such request,  which decision shall be made by each Facility Agent (after consultation with its Purchase Group)  in its sole discretion. Each Facility Agent shall notify the Seller of its willingness or its  determination not to consent to such extension of the Scheduled Termination Date as soon as  practical after receiving such request, and in any event by the thirtieth day following the day such  request is received (the “Response Date”).  Any Facility Agent which does not expressly notify  the Seller of its willingness to extend by the Response Date will be deemed not to have consented  to such extension.     (b) If, by the Response Date, all Facility Agents have notified the Seller of their  determination to extend the Scheduled Termination Date, then on the Proposed Effective Date, the  Scheduled Termination Date will be so extended by the period agreed between the Seller and the  Purchase Groups, such extension to be evidenced in an addendum or amendment to this  Agreement signed by all parties hereto.   (c) If, by the Response Date, any Facility Agent has notified (or is deemed to  have notified) the Seller of its determination not to extend, then such Purchase Group will become  a “Non-Extending Purchase Group” on the Proposed Effective Date unless on or before such  Proposed Effective Date, the Seller withdraws its request for an extension, in which case, all  Purchase Groups shall maintain their existing Purchase Group Maximum Net Investments for the  unextended Scheduled Termination Date.  If the Seller elects not to withdraw its request, then on  the Proposed Effective Date (or such date as is agreed by the parties hereto) (i) for any Facility  Agents which have agreed to the extension of the Scheduled Termination Date, the Scheduled  Termination Date will be extended for the period requested by the Seller and accepted by such  Facility Agents and (ii) the Seller shall either (A) cause each Non-Extending Purchase Group to  assign, and each Non-Extending Purchase Group hereby agrees to make such assignment,  governed by the terms of Section 11.08, of its interests, rights and obligations (including its  obligation to make Swingline Purchases, if applicable)  under this Agreement to existing Purchase  Groups, an Eligible Purchaser, or other Purchaser acceptable to the Administrative Agent and  following the LC Effective Date, the LC Banks, which agree to the extended Scheduled  Termination Date, or (B) declare a “Non-Pro Rata Extension Date” as of which date (1) the  Maximum Net Investment (and the LC Sub-Facility) will be reduced by the amount of each  Non-Extending Purchase Group’s Purchase Group Maximum Net Investment, (2) if such  Non-Extending Purchase Group includes the Swingline Purchaser, the Swingline Sublimit will be  reduced by the amount of the Swingline Sublimit, and (23) the Servicer shall set aside and hold in  trust for each Non-Extending Purchase Group, a ratable percentage of Collections (based on the  Exposure Amount of such Non-Extending Purchase Group as a percentage of the Aggregate  Exposure Amount).  If the amount so set aside on such Non-Pro Rata Extension Date is not  adequate to repay each Non-Extending Purchase Group’s Net Investment, together with Yield  thereon and other Aggregate Unpaids due to it, then on each Business Day after the Non-Pro Rata  Extension Date, unless a Termination Event or Potential Termination Event shall have occurred  and be continuing or would occur after giving effect to the payment of such amounts, the Servicer  shall allocate to each Non-Extending Purchase Group its ratable portion of Collections (up to such  





 






  -61-  Net Investment, Yield and other amounts) and on each Distribution Date after the Non-Pro Rata  Extension Date, shall pay to the Facility Agent for the Non-Extending Purchase Group the  Non-Extending Purchase Group’s Net Investment, Yield thereon and other Aggregate Unpaids  due them until such amounts have been paid in full.  The Facility Agent for a Non-Extending  Purchase Group shall not be obligated to make any Purchases or Issue or Modify Letters of Credit  on and after its Non-Pro Rata Extension Date.  An extension of the Scheduled Termination Event  shall be evidenced by an addendum or amendment to this Agreement executed by all parties hereto  (including any new Purchasers and Facility Agents).     Section 2.18. Facility Termination.  Subject to other provisions of this Agreement  requiring earlier termination, the Facility Agents’ obligations (on behalf of their respective  Purchasers) to make Purchases hereunder and LC Banks’ obligations to Issue or Modify (and  honor draws under) the Letters of Credit hereunder shall terminate at Facility Termination.   Section 2.19. Swingline Purchases .  (a)  Subject to the terms and conditions hereof,  including Section 3.03 and, as applicable, Section 3.04, from time to time, upon receipt by the  Facility Agent for the Swingline Purchaser from the Seller of a Purchase Notice, the Swingline  Purchaser hereby agrees to make a Swingline Purchase in an aggregate amount not to exceed at  any time the Swingline Sublimit.  The Seller shall provide the Facility Agent for the Swingline  Purchaser with a Purchase Notice by 1:00 p.m. (New York City time) on the Business Day on  which such Swingline Purchase is requested (and if the Facility Agent shall receive such Purchase  Notice after 1:00 p.m (New York City time), on a Business Day, such Swingline Purchase shall be  deemed to be requested to be made on the next following Business Day).  Each Purchase Notice  shall specify the Purchase Price of the Swingline Purchase requested to be made.  Not later than  4:00 p.m. (New York City time) on the Business Day on which such Purchase Notice is received  (or if such Purchase Notice is received after 1:00 p.m., (New York City time) on a Business Day,  no later than 1:00 p.m. (New York City time), on the Business Day next following the Business  Day on which such Purchase Notice is received), the Swingline Purchaser will make the Swingline  Purchase by paying to the Seller in immediately available funds an amount equal to the Purchase  Price for such requested Swingline Purchase.  The Swingline Purchaser shall have no obligation to  make a Swingline Purchase on any day if the conditions set forth in Section 3.03 and, as  applicable, Section 3.04, hereof are not satisfied.  The Swingline Purchaser shall make no such  Swingline Purchase on or after the tenth Business Day before the Scheduled Termination Date or  after the Termination Date.  Each Swingline Purchase shall be in an aggregate amount of at least  $1,000,000 or any higher multiple of $100,000.  The Seller will provide the Administrative Agent  with a copy of each Purchase Notice for a Swingline Purchase at the same time as such Purchase  Notice is provided to the Facility Agent for the Swingline Purchaser, and the Administrative Agent  will, in turn, promptly provide such Purchase Notice to the Facility Agents.    (b) On the Swingline Settlement Date related to each Swingline Purchase, such  Swingline Purchase shall be repaid by Purchase by the Purchase Groups (each such Purchase, a  “Swingline Reimbursement Purchase”).  On or prior to 1:00 p.m., New York time on the Business  Day before each Swingline Settlement Date, the Swingline Purchaser shall deliver to the  Administrative Agent and the Facility Agents a Purchase Notice.  Such Purchase Notice will  specify the amount of the Swingline Reimbursement Purchase and the allocation thereof among  the Purchase Groups (which shall be based on their respective Purchase Group Percentages) and  





 






  -62-  remittance instructions.  Upon receipt of such Purchase Notice, a Swingline Reimbursement  Purchase will be made by each Facility Agent (other than the Facility Agent for the Swingline  Purchaser whose funding, for administrative convenience, will be deemed made), on behalf of its  related Purchasers, by delivering its portion of such Swingline Reimbursement Purchase to the  Facility Agent for the Swingline Purchaser by 1:00 p.m. New York time, on the applicable  Swingline Settlement Date; provided, that in no event shall any Facility Agent make a Swingline  Reimbursement Purchase in the event that, after giving effect to the making of such Swingline  Reimbursement Purchase, the related Purchase Group’s Exposure Amount would exceed such  Purchase Group’s Maximum Net Investment.  The requirement to make Swingline  Reimbursement Purchases hereunder shall continue until the last to occur of any of the following  events: (i) the Swingline Purchaser ceases to be obligated to make Swingline Purchases hereunder;  and (ii) the Net Investment attributable to Swingline Purchases has been repaid.     (c) In the event any Facility Agent fails to make available to the Swingline Purchaser its  portion of the Swingline Reimbursement Purchase, such Facility Agent shall continue to owe to  the Swingline Purchaser its portion of the Swingline Reimbursement Purchase, together with  interest thereon in respect of each day from and including the applicable Swingline Settlement  Date to the date such amount is repaid to the Swingline Purchaser in same day funds at the  Alternate Base Rate.     (d) In the event that, on a Swingline Settlement Date, a Termination Event occurs and  either (i) such Termination Event is of the type described in Section 8.1(f) hereof or (ii) no further  Purchases are being made under this Agreement, so long as any such Termination Event is  continuing, then, the Seller will be deemed to have sent to each of the Facility Agents (on behalf of  their respective Purchas Groups) a Purchase Notice for a Swingline Reimbursement Purchase and  the procedures of clause (b) shall apply.    (e)  The Facility Agents’ obligations to fund Swingline Reimbursement Purchases  under this Section 2.19 shall be absolute and unconditional under any and all circumstances, and  irrespective of any setoff, counterclaim or defense to payment that the Seller or any such Facility  Agent may have or have had against the Swingline Purchaser or any other Person, and shall apply  regardless of whether the conditions precedent thereto set forth in Section 3.03 and, as applicable,  Section 3.04 hereof,, are then satisfied and whether or not any Termination Event or Potential  Termination Event exists.     ARTICLE III    CLOSING PROCEDURES   Section 3.01. Purchase and Sale Procedures.   (a) General.  Each Purchase (other than a Swingline Purchase) hereunder shall constitute  a purchase of, and shall transfer ownership to the Facility Agents for the benefit of the Purchasers  of, undivided percentage ownership interests in each and every Receivable, together with Related  





 






  -63-  Security and Collections with respect thereto, then existing.  Each Swingline Purchase hereunder  shall constitute a purchase of, and shall transfer ownership to the Facility Agent for the benefit of  the Swingline Purchaser of, additional undivided percentage ownership interests in each and every  Receivable, together with Related Security and Collections with respect thereto, then existing.   (b) Sale Without Recourse.  The Receivable Interest sold by the Seller hereunder shall be  made without recourse except as specifically provided herein.   (c) Non-Assumption by the Purchase Groups of Obligations.  No obligation or liability of  the Seller to any Obligor or any third party under any Receivable or Contract which is part of the  Receivables in which the Facility Agents, on behalf of their respective Purchase Groups, have  acquired the Receivable Interest shall be assumed by any Facility Agent or Purchaser, and any  such assumption is hereby expressly disclaimed.  Each Purchaser, each LC Bank, each Facility  Agent and the Administrative Agent shall be indemnified by the Seller in accordance with Section  10.01 hereof in respect of any Losses arising out of or incurred in connection with any Obligor’s  assertion of such obligation or liability against the Purchasers, the LC Banks, the Facility Agents  or the Administrative Agent.   Section 3.02. Conditions to Closing.  On or prior to the execution of this Agreement on the  Original Closing Date, the Seller shall deliver or cause to be delivered to the Administrative Agent  the following documents and instruments:   (a) Copies of the resolutions of the board of managers or directors of each  Ferguson Party, each certified as of the date hereof by such Person’s secretary or an  assistant secretary authorizing the execution, delivery and performance of this Agreement  (at a potential Maximum Net Investment of $800,000,000), any other Transaction  Document to which such Person is a party, and the other documents to be delivered by such  Person hereunder and approving the transactions contemplated hereby and thereby;   (b) The certificate of formation or incorporation of each Ferguson Party  certified as of a date reasonably near the date hereof by the Secretary of State or other  similar official of such Person’s jurisdiction of organization or incorporation, as  applicable;   (c) A good standing certificate for each Ferguson Party issued by the Secretary  of State or other similar official of such Person’s jurisdiction of organization or  incorporation, each such certificate to be dated a date reasonably near the date hereof;   (d) A certificate of the secretary or, in the case of the Seller, other authorized  officer, of each Ferguson Party dated the date hereof and certifying (i) the names and  signatures of the officers authorized on such Person’s behalf to execute, and the  Responsible Officers authorized to perform, this Agreement, any other Transaction  Document to which such Person is a party, and any other documents to be delivered by  such Person hereunder (on which certificate the Administrative Agent, the Facility Agents,  the Purchasers and the LC Banks may conclusively rely until such time as the  Administrative Agent shall receive from such Person a revised certificate meeting the  





 






  -64-  requirements of this clause (d)(i)) and (ii) a copy of such Person’s By-laws or, in the case of  the Seller, the Limited Liability Company Agreement;   (e) Financing statements (Form UCC-l) in proper form for filing naming (i) the  Seller as the debtor/seller and RBC, as Administrative Agent (on behalf of the Facility  Agents for the benefit of the Purchasers and the LC Banks), as the secured party/purchaser  for filing in the State of Delaware, and (ii) each Originator as the debtor/seller, the Seller,  as the secured party/purchaser, and RBC, as Administrative Agent (on behalf of the  Facility Agents for the benefit of the Purchasers and the LC Banks), as assignee, for filing  in the State of Delaware;   (f) Executed copies of proper financing statements (Form UCC-2 or UCC-3),  necessary under the laws of all appropriate jurisdictions to release all security interests and  other rights of any Person in Receivables previously granted by the Seller or any  Originator;   (g) Certified copies of requests for information or copies (Form UCC-11) (or a  similar search report certified by parties acceptable to the Administrative Agent) dated a  date reasonably near the Original Closing Date listing all effective financing statements  which name the Seller or each Originator  as debtor and which, in each case, are filed in  jurisdictions in which the filings related to each such Person were made pursuant to item  (e) above, together with copies of such Liens and financing statements;   (h) Evidence of establishment of the Lockboxes, Lockbox Accounts,   Depository Accounts, Blocked Local Accounts and the Concentration Account in the name  of the Seller and copies of duly executed Blocked Account Agreements in form and  substance reasonably satisfactory to the Administrative Agent;   (i) Copies of the Credit Card Agreements signed by American Express Travel  Related Services Company, Inc. and First Data, each of which acknowledges that such  credit card processor will make credit card payments on Receivables to the Concentration  Account and agreeing to look first to a Ferguson account for payment of fees, expenses,  chargebacks and other amounts owing to it under its Credit Card Agreement;   (j) An opinion of Mayer Brown LLP, as counsel to the Ferguson Parties, dated  the date hereof, relating to bankruptcy matters, including (i) true sale between each  Originator and the Seller, and (ii) no substantive consolidation of any Ferguson Party with  the Seller;   (k) A favorable opinion or opinions of Mayer Brown LLP, as special counsel to  the Ferguson Parties (other than the Parent, except with respect to enforceability), each  dated the date hereof, relating to (i) limited liability company matters with respect to the  Seller, (ii) enforceability of the Transaction Documents, (iii) no conflicts with laws or  agreements, (iv) no consents, (v) first priority perfected security interest of (A) the Seller’s  interest in the Receivables, Related Security and Collections and (B) the Facility Agents’  interest in the Receivable Interest and (vi) such other matters as the Administrative Agent  





 






  -65-  may reasonably request;   (l) A favorable opinion of Hunton & Williams LLP, as counsel to the Ferguson  Parties, dated the date hereof, relating to (i) corporate or limited liability company matters  (except with respect to the Seller) and (ii) such other matters as the Administrative Agent  may reasonably request;   (m) A favorable opinion or opinions of Carey Olsen Jersey Partnership, as  Jersey counsel to the Parent, dated the date hereof, relating to (i) corporate matters and (ii)  such other matters as the Administrative Agent may reasonably request;   (n) Certificates of authorized officers of each Ferguson Party as to (i) the truth  and correctness in all material respects of the representations and warranties in the  Transaction Documents and (ii) the absence of any Potential Termination Event or  Termination Event;   (o) Executed copies of the Transaction Fee Letters;   (p) Payment to each Facility Agent, the Administrative Agent and Truist Bank,  as co-administrative agent, of all fees payable in accordance with the Transaction Fee  Letters, and payment of rating agency fees and fees of Chapman and Cutler LLP, counsel  to the Administrative Agent and Facility Agents to the extent invoiced at least two business  days before the closing of the Facility;   (q) An executed copy of the Purchase and Contribution Agreement;   (r) A pro forma Monthly Report for the Calculation Period ended June 30,  2013;    (s) Satisfactory completion of a final agreed-upon procedures report by  Protiviti Inc.;   (t) Evidence that the Parent has received a Rating of “BBB” or higher,   (u) For each Purchase Group which includes a Conduit Purchaser (if so  required by such Purchase Group), rating agency confirmation of the commercial paper  rating of such Conduit Purchaser’s Commercial Paper;    (v) Credit approval for the Facility from each Facility Agent; and   (w) Such other documents as the Administrative Agent or any Facility Agent  may reasonably request.   Section 3.02A. Conditions to Amendment Effectiveness; Post-Effectiveness Covenants.  (a)    On or before the effective date of the amendment of this Agreement on MayOctober 197,  20212022, the Seller shall cause to be delivered to the Administrative Agent and each Facility  





 






  -66-  Agent the documents and instruments specified in the OmnibusThirteenth Amendment to  Receivables Purchase Agreement dated as of October 7, 2022, by and among the parties hereto, all  of which shall be in a form and substance reasonably acceptable to the Administrative Agent and  each Facility Agent:     (b) On or before May 31, 2021, the Seller shall cause to be delivered to the  Administrative Agent and each Facility Agent a copy of the resolutions of the board of managers  or directors of the Parent, certified as of the delivery date thereof by the Parent’s secretary or an  assistant secretary (i) ratifying the execution and delivery of this Agreement and the Omnibus  Amendment on May 19, 2021, (ii)  authorizing the performance by the Parent of this Agreement  and the Omnibus Amendment and (iii) approving the transactions contemplated by this Agreement  and the Omnibus Amendment.     (c) On or before August 31, 2021 (or such later date as agreed in writing by the  Required Facility Agents), the Seller shall cause to be delivered to the Administrative Agent and  each Facility Agent, an executed copy of the Blocked Account Agreement with PNC, relating to  the Blocked Local Accounts established and maintained by PNC as of May 19, 2021, evidencing  that Account # 1059629166 is in the name of the Seller and otherwise in form and substance  reasonably satisfactory to the Administrative Agent.   Section 3.03. Conditions to Purchases and Letter of Credit Usage.  In addition to any  applicable terms set forth in Section 2.02 and 2.05, each Incremental andPurchase, Reinvestment  Purchase and Swingline Purchase and each Issuance or Modification of a Letter of Credit shall be  subject to the following terms and conditions:   (a) in the case of the initial Issuance, the LC Effective Date shall have  occurred;   (b) the Termination Date shall not have occurred;   (c) (i) in the case of an Incremental Purchase, the Administrative Agent and  each Facility Agent shall have received a Purchase Notice, and (ii) in the case of an  Issuance or Modification of a Letter of Credit, the applicable LC Bank and the  Administrative Agent shall have received a Letter of Credit Request and, if applicable, a  Letter of Credit Application;     (d) in the case of a Swingline Purchase, the Facility Agent for the Swingline  Purchaser and the Administrative Agent shall have received a Purchase Notice;   (e) the representations and warranties made by each of the Ferguson Parties in  any Transaction Document are true and correct in all material respects as of such day,  except to the extent that such representation or warranty relates to a prior date;    (ef) the Ferguson Parties are in compliance with their respective covenants and  





 






  -67-  agreements in the Transaction Documents;   (f) no Termination Event or Potential Termination Event shall have occurred  and be continuing or shall occur as a result of such Purchase and/or Issuance/Modification  of a Letter of Credit;   (g) both before and afterno Termination Event or Potential Termination Event  shall have occurred and be continuing or shall occur as a result of such Purchase and/or  Issuance/Modification of a Letter of Credit;   (h) both before and after such Purchase and/or Issuance/Modification of a  Letter of Credit, (i) the Aggregate Exposure Amount shall not exceed the Maximum Net  Investment (and in the case of each Purchase Group, the Exposure Amount shall not  exceed the related Purchase Group Maximum Net Investment), and (ii) the aggregate  Stated Amount of Letters of Credit shall not exceed the LC Sub-Facility;      (hi) in the case of a Swingline Purchase, both before and after such Swingline  Purchase, the aggregate of the Net Investments attributable to Swingline Purchase(s) shall  not exceed the Swingline Sublimit;   (j) the Facility Agents shall have received all reports and other information  required to be delivered by any Ferguson Party; and     (ik) both before and after such Purchase and/or Issuance/Modification of a  Letter of Credit, the Percentage Interest shall not exceed 100%.   Each Reimbursement Purchase shall be subject to the terms and conditions set forth in Section  2.11(a) or (b) hereof and each Swingline Reimbursement Purchase shall be subject to the terms  and conditions set forth in Section 2.19(b) through (d) hereof.   Section 3.04. Conditions to Purchase/Acceptance of Assignment of Receivables of  Additional Originator; Release and Reconveyance of Certain Receivables.  The initial Purchase or  acceptance of an assignment of security interest of Receivables generated by a Subsidiary of  Ferguson which is not an Originator party hereto on May 19, 2021 is subject to the conditions  precedent that on or prior to the date of such Purchase or acceptance, the Seller shall deliver or  cause to be delivered to the Administrative Agent the following documents and instruments, all of  which shall be in a form and substance acceptable to the Administrative Agent and each Facility  Agent (with copies for the Facility Agents, and with such additional copies thereof as the  Administrative Agent may request):   (a) Consent of all Facility Agents to the addition of such Subsidiary as an  Originator hereunder to the extent such consent is required pursuant to Section 3.02 of the  





 






  -68-  Purchase and Contribution Agreement;   (b) A signature page or addendum to this Agreement by which such Subsidiary  becomes a party to this Agreement;   (c) A signature page or joinder agreement to the Purchase and Contribution  Agreement by which such Subsidiary becomes a party to the Purchase and Contribution  Agreement;   (d)  An acknowledgment by the Parent that the Obligations of such Subsidiary  are guaranteed by it pursuant to the provisions of Article V of this Agreement;   (e) For such Subsidiary, each document or certificate specified in Section  3.02(a) through (d) and Section 3.02(n), dated a date reasonably near the addition of such  Subsidiary;   (f) A financing statement (Form UCC-l) in proper form for filing naming such  Subsidiary as the debtor/seller, the Seller, as the secured party/purchaser, and RBC, as  Administrative Agent (on behalf of the Facility Agents for the benefit of the Purchasers  and the LC Banks), as assignee, for filing in the state of such Subsidiary’s organization;   (g) Executed copies of proper financing statements (Form UCC-2 or UCC-3),  necessary under the laws of all appropriate jurisdictions to release all security interests and  other rights of any Person in Receivables previously granted by such Subsidiary;   (h) A certified copy of a request for information (Form UCC-11) (or a similar  search report certified by parties acceptable to the Administrative Agent) dated a date  reasonably near such addition listing all effective financing statements which name such  Subsidiary as debtor and which, in each case, are filed in jurisdictions in which the filings  related to each such Subsidiary were made pursuant to item (g) above, together with copies  of such Liens and financing statements;   (i) Executed Blocked Account Agreements for any Lockboxes, Lockbox  Accounts, Depositary Accounts and Blocked Local Accounts holding Collections of  Receivables originated by such Subsidiary;   (j) An opinion of Mayer Brown LLP, dated a date reasonably near such  addition, addressing all such matters included in the opinions described in clauses (j) and  (k) of Section 3.02 with respect to such Subsidiary;    (k) Such historical portfolio information and data with respect to such  Subsidiary hereunder as may be requested by the Administrative Agent;   (l) Evidence satisfactory to the Administrative Agent that such Subsidiary is  able to provide information on a monthly basis sufficient for inclusion in the Monthly  Report required by Section 4.11(a); and  





 






  -69-   (m) Such other documents as the Administrative Agent or any Facility Agent  may reasonably request.  Contemporaneously with any release and reconveyance of Receivables and Related Security to  any Originator in accordance with Section 3.03 of the Purchase and Contribution Agreement, and  without any further consideration other than as specified therein, the Administrative Agent (for the  benefit of the Facility Agents and the related Purchasers) agrees to reconvey to Seller or its  designee, all of its right, title and interest in and to such Receivables and Related Security and to  release any security interest it may have in, and all of its right, title and interest in and to such  Receivables and Related Security.  ARTICLE IV    PROTECTION OF THE PURCHASERS;  ADMINISTRATION AND SERVICING  OF RECEIVABLES; COLLECTIONS   Section 4.01. Acceptance of Appointment and Other Matters Relating to the Servicer.   Ferguson agrees to act, and has been appointed by the Seller, the Administrative Agent and the  Facility Agents to act, subject to the terms hereof, as the Servicer under this Agreement, and all  Purchasers and the LC Banks hereby consent to Ferguson acting as Servicer.  The Servicer shall  collect payments due under the Receivables in accordance with the standards that would be  employed by a prudent institution in servicing comparable receivables for its own account and in  accordance with the Credit and Collection Policy and shall have full power and authority, acting  alone or through any party properly designated by it hereunder, to do any and all things in  connection with such servicing and administration which it may deem necessary or desirable.   (a) Without limiting the generality of the foregoing and subject to Sections 2.08 and 4.09  hereof, the Servicer is hereby authorized and empowered (i) to receive and hold in trust for the  Facility Agents (for the benefit of their respective Purchasers and the LC Banks) and Seller (to the  extent of its interest) Collections received from Receivables as set forth in Article II and elsewhere  in this Agreement and (ii) to execute and deliver, on behalf of the Seller and the Facility Agents  (for the benefit of the Purchasers and the LC Banks), any and all instruments of satisfaction or  cancellation, or of partial or full release or discharge, and all other comparable instruments, with  respect to the Receivables permitted under and in compliance with applicable Law and  regulations.  To the extent Collections are transferred to or otherwise received by the Servicer, the  Servicer is hereby authorized and empowered to receive and hold in trust such Collections for the  Facility Agents (for the benefit of their respective Purchasers and LC Banks) and Seller (to the  extent of its interest) to be allocated and distributed as provided in this Agreement.    (b) Subject to the rights retained by the Administrative Agent pursuant to Section 4.09  hereof, each of the Seller, the Purchasers, the LC Banks, the Facility Agents and the  Administrative Agent hereby appoint the Servicer to enforce its respective rights and interests in  and to the Receivable Interest.  If any Person succeeds the initial Servicer as a Servicer, the  replaced Servicer shall promptly deliver to such successor Servicer and the replaced Servicer shall  hold in trust for the Administrative Agent, the Purchasers, the LC Banks, the Facility Agents and  





 






  -70-  the Seller, in accordance with their respective interests, all documents instruments and records  (including computer tapes or disks) that are reasonably necessary to service or collect the  Receivables.   (c) Without the prior written consent of the Required Facility Agents, the Servicer shall  not be permitted to delegate any of its duties or responsibilities as Servicer to any other Person  other than (i) to each Originator (other than itself), acting as Sub-Servicer with respect to the  Receivables which it originated, (ii) to PNC Merchant Services Company, PNC or American  Express Travel Related Services Company, Inc. with respect to processing Receivables repaid by  credit card pursuant to their respective Credit Card Agreements, and (iii)  to outside collection  agencies in accordance with its customary practices with respect to written-off Receivables.  The  Servicer shall be responsible for coordinating the servicing of the Receivables by the  Sub-Servicers and all other Persons to whom any servicing responsibilities are delegated in  accordance with this Section 4.01(c).  No delegation of duties by the Servicer permitted hereunder  shall relieve the Servicer of its liability and responsibility with respect to such duties.   Section 4.02. Maintenance of Information and Marking of Computer Records.  The  Servicer will hold in trust and keep safely for the Purchasers and the LC Banks all evidence of the  Facility Agents’ (for the benefit of the Purchasers and the LC Banks) right, title and interest in and  to the Receivable Interest.  Each of the Servicer and each Originator acting as a Sub-Servicer will  place an appropriate code or notation in its computer Records to indicate that the Facility Agents,  on behalf of the Purchasers and the LC Banks, have acquired the Receivable Interest.   Section 4.03. Protection of the Interests of the Purchasers and LC Banks.  (a)  The Servicer  will, or will cause the Seller and the Originators to, from time to time and at Seller’s sole expense,  take all actions reasonably requested by the Administrative Agent necessary to perfect or protect  the Facility Agents’ (for the benefit of their respective Purchasers and LC Banks) right, title and  interest in the Receivable Interest, together with Related Security and all Collections with respect  thereto, against all Persons whomsoever or to enable the Facility Agents or the Administrative  Agent to exercise or enforce any of their respective rights hereunder.   (b) To the fullest extent permitted by applicable Law, the Seller hereby irrevocably  grants to the Administrative Agent an irrevocable power of attorney, with full power of  substitution, coupled with an interest, to sign and file in the name of the Seller, or in its own name,  such financing statements and continuation statements (including “initial financing statements in  lieu of continuation statements” under Revised Article 9 of the UCC) and amendments thereto or  assignments thereof as the Administrative Agent or any Facility Agent deems necessary to protect  or perfect the Receivable Interest; provided, however, that the rights of the Administrative Agent  pursuant to such power of attorney shall be exercised only if a Control  Event exists.   (c) The Administrative Agent shall have the right to do all such acts and things as they  may deem necessary to protect the interests of the Purchasers and the LC Banks, including,  without limitation, confirmation and verification of the existence, amount and status of the  Receivables; provided, however, that the Administrative Agent shall not contact any Obligor or  mark any invoice as “assigned” unless a Termination Event shall have occurred and be continuing;  and provided, further, that the Administrative Agent shall not deliver any “shifting control notice”  





 






  -71-  or exercise any other right or remedy set forth as being available upon or during a Control Event or  a Termination Event unless a Control Event or a Termination Event, as applicable, shall have  occurred and be continuing.   Section 4.04. Maintenance of Writings and Records.  The Servicer will, and will cause  each Originator to, at all times until completion of a Complete Servicing Transfer keep each  writing or Record which evidences, and which is necessary or desirable to establish or protect,  including such books of account and other Records as will enable the Administrative Agent and  the Facility Agents or their designees to determine at any time the status of, the Receivable Interest  of the Facility Agents (for the benefit of their respective Purchasers and LC Banks).  The Servicer  shall at its own expense prepare and maintain such Records in electronically-readable form in such  format as the Servicer customarily maintains its records; provided, however, that upon a Complete  Servicing Transfer with respect to the Servicer, the replaced Servicer shall within 10 Business  Days of such Complete Servicing Transfer prepare such Records in such format as may be  required to permit or facilitate the transfer of such Records to the successor Servicer.   Section 4.05. Information.  The Servicer will, or will cause each Originator to, furnish to  the Administrative Agent such information with respect to the Receivables (including but not  limited to such Originator’s standards and procedures for selling goods or services on credit) as the  Administrative Agent may reasonably request, in consultation with the Facility Agents.  The  Servicer will also furnish to the Administrative Agent and each Facility Agent all material  modifications, adjustments or supplements to the Credit and Collection Policy; provided, however,  the Servicer shall not, without each Facility Agent’s prior written consent, alter or consent to the  alteration of the Credit and Collection Policy as in effect from time to time unless such alteration  would not impair the collectability of any Receivables in any material respect or would not  otherwise be reasonably likely to have a Material Adverse Effect.   Section 4.06. Audits; Agreed-Upon Procedures.  (a) Each of the Seller, the Servicer and  each Originator will, from time to time during regular business hours as requested by the  Administrative Agent or any Facility Agent upon reasonable notice and subject to any applicable  restrictions or limitations on access to any facility or information that is classified or restricted by  contract or by law, regulation or governmental guidelines, and at the sole cost of such Person,  permit the Administrative Agent, the Facility Agents or their respective agents or representatives  (i) to examine and make copies of and abstracts from all Records in the possession or under the  control of such Person relating to the Receivables and the Related Security, including, without  limitation, the related Contracts, and (ii) to visit the offices and properties of such Person for the  purpose of examining such materials described in clause (i) above, and to discuss matters relating  to such Person’s financial condition or the Receivables and the Related Security or any Person’s  performance under any of the Transaction Documents or any Person’s performance under the  Contracts and, in each case, with any of the officers or employees of Seller, the Servicer or such  Originator having knowledge of such matters; provided, that as long as no Termination Event shall  have occurred and be continuing, the Administrative Agent and the Facility Agents hereby agree to  conduct  only one due diligence visit annually and to coordinate their annual visits.   (b) The Servicer shall cause a firm selected and engaged by the Administrative Agent to  furnish an annual report to the Facility Agents pursuant to procedures agreed upon by the Servicer  





 






  -72-  and the Administrative Agent (in consultation with the Facility Agents), provided that if a  Potential Termination Event or Termination Event shall have occurred, such audit report shall be  furnished at any time and from time to time upon request of the Administrative Agent.  The  Administrative Agent shall assist the Seller and the Servicer in preparing for each audit and  addressing any recommendations made in the audit report.   Section 4.07. No Impairment.  Neither the Servicer nor any Originator will not take any  action or cause any action to be taken to impair the rights of any Facility Agents (for the benefit of  the Purchasers and LC Banks) in the Receivable Interest.    Section 4.08. Administration and Collections.   (a) General.  Until a Complete Servicing Transfer shall have occurred, the Servicer will  be responsible for the administration, servicing and collection of the Receivables.   (b) Administration.  The Servicer shall, to the full extent permitted by Law, have the  power and authority, on behalf of the Seller and each Facility Agent, to take such action in respect  of any Receivable as the Servicer may deem advisable, including the resale of any repossessed,  returned or rejected goods.  In addition, the Servicer may adjust or modify (including by extension  of time for payment or granting any discounts, allowances or credits) the Outstanding Balance of  any Receivable as it determines to be appropriate to maximize Collections thereof.   (c) Enforcement Proceedings.  If there is a default under any Receivable, the Servicer  shall, at the Seller’s sole expense, to the full extent permitted by Law and as it determines to be  appropriate to maximize recoveries on that Receivable, have the power and authority, on behalf of  the Seller and each Facility Agent (for the benefit of its related Purchasers and LC Banks), to take  or cause to be taken any action in respect of any such Receivable as the Servicer may deem  advisable, including, but not limited to, the authority to effectuate the reconveyance of Reassigned  Receivables as provided in Section 2.01A hereof.  The Servicer will apply or will cause to be  applied at all times when a Termination Event does not exist the same standards and follow the  same procedures with respect to deciding to commence, and in prosecuting, litigation on such  Receivable as is applied and followed with respect to like accounts serviced by it that are not  owned by the Facility Agents’ (for the benefit of their respective Purchasers and LC Banks).  The  Facility Agents hereby authorize the Servicer and each Sub-Servicer, to the extent the Servicer  deems it necessary or desirable, to bring suit in the name of the Servicer or the applicable  Sub-Servicer, to collect on a Receivable or enforce the terms of its related Contract.  In no event  shall the Servicer or the Seller, as the case may be, be entitled to make or authorize any Person to  make any Facility Agent, Purchaser or LC Bank a party to any litigation without such Facility  Agent’s, Purchaser’s or LC Bank’s, as the case may be, express prior written consent.   (d)  Facility Agents’ Rights to Enforce Receivables.  At any time that a Control Event  exists, the Facility Agents may, but shall have no obligation to, take any action or commence any  proceeding to realize upon any Receivable, including, but not limited to, delivery to an Obligor of  notice of the Facility Agents’ (for the benefit of their respective Purchasers and LC Banks) interest  in the Receivables, any such action or commencement of proceeding to be at the sole expense of  the Seller.  At such time as the Servicer has any obligation to pursue the collection of Receivables  





 






  -73-  and the Administrative Agent, the Facility Agents or any Purchaser or LC Bank possesses any  documents necessary therefor, the Administrative Agent or such Facility Agent, Purchaser or LC  Bank, as the case may be, agrees to furnish such documents to the Servicer, to the extent and for  the period necessary for the Servicer to comply with its obligations hereunder.   Section 4.09. Complete Servicing Transfer.   (a) General.  The Administrative Agent may, and at the request of the Required Facility  Agents shall, by notice in writing to the Seller, the Servicer and each Originator terminate the  Servicer’s capacity as Servicer in respect of the Receivables (such termination referred to herein as  a “Complete Servicing Transfer”) if a Termination Event shall have occurred and be continuing or  a Downgrade Event shall exist.  Upon a Complete Servicing Transfer, the Originators’ duties as  Sub-Servicers shall also be terminated.  After a Complete Servicing Transfer, the Administrative  Agent (or its designee approved by the Facility Agents) may itself administer, service and collect  the Receivables, and in such event, may retain the Servicing Fee for its own account, in any  manner it sees fit, including, without limitation, by compromise, extension or settlement of such  Receivables.  Alternatively, the Facility Agents may engage affiliated or unaffiliated contractors to  perform all or any part of the administration, servicing and collection of the Receivables and  require the Seller to pay to such contractors all or a portion of the Servicing Fee in consideration  thereof.   (b) Transition.  The Servicer and each Originator, promptly but in no event later than  twenty (20) days after receiving a notice pursuant to Section 4.09(a) hereof, shall, at the Seller’s  sole expense, (x) deliver to the Administrative Agent and the Facility Agents or their designated  agents (i) a schedule of the Receivables serviced by the Servicer or sub-serviced by such  Originator, as the case maybe, in which the Facility Agents (for the benefit of their respective  Purchasers and LC Banks) have a Receivable Interest indicating as to each such Receivable  information as to the related Obligor, the Outstanding Balance as of such date of such Receivable  and the location of the evidences of such Receivable, together with such other information as the  Administrative Agent and the Facility Agents may reasonably request and (ii) true copies of such  Receivables and such other Records related thereto (including, without limitation, true copies of  all evidence of any computer tapes and data in computer memories), (y) permit the Administrative  Agent and the Facility Agents reasonable access to the Servicer’s or such Originator’s  premises,  equipment and files and other Records relating to the Receivables and (z) to the extent not  prohibited by contract or applicable Law, take all actions as are necessary to transfer or cause to be  transferred to the Administrative Agent or its designated agent any software that relates to, and is  necessary for the servicing of, such Receivables, in each case as the Administrative Agent and the  Facility Agents may reasonably deem necessary to enable them to protect and enforce their rights  and the rights of the Purchasers and LC Banks in the Receivable Interest.  Following the  termination of the Facility, the Administrative Agent and the Facility Agents or any of their  applicable designated agents hereby agree to return to the Servicer any materials previously  delivered pursuant to this Section 4.09(b) and still in their possession.   (c) Collections.  If at any time there shall be a Complete Servicing Transfer, the  terminated Servicer or each Originator will cause to be transmitted and delivered directly to the  successor Servicer, promptly upon receipt and in the exact form received, all Collections (properly  





 






  -74-  endorsed, where required, so that such items may be collected on behalf of the Facility Agents (for  the benefit of their respective Purchasers and LC Banks)) to be distributed to the Facility Agents as  provided herein.  All such Collections consisting of cash shall not be commingled with other items  or monies of the terminated Servicer or an Originator for a period longer than two Business Days  after the Servicer’s knowledge of its receipt thereof.  If the successor Servicer receives items or  monies that are not payments on account of the Receivables, such items or monies shall be  delivered promptly to the terminated Servicer after being so identified by or to such successor  Servicer.  After a Complete Servicing Transfer, each of the Seller, the terminated Servicer and  each Originator hereby irrevocably grants the Administrative Agent or each of its designated  agents, if any, an irrevocable power of attorney, with full power of substitution, coupled with an  interest, to take in the name of the Seller or the terminated Servicer, as the case may be, all steps  with respect to any Receivable which the Administrative Agent, after consultation with the  Facility Agents, may deem reasonably necessary or advisable to negotiate or otherwise realize on  any right of any kind held or owned by the Seller or the terminated Servicer, as the case may be, or  transmitted to or received by any Facility Agent or its designated agent (whether or not from the  Seller or any Obligor) in connection with the Facility Agents’ (for the benefit their respective  Purchasers and LC Banks) Receivable Interest, which power of attorney shall automatically  terminate upon the termination of the Facility.   (d) Collection and Administration at Expense of the Seller.  The Seller agrees that in the  event of a Complete Servicing Transfer it will reimburse the Administrative Agent, each Facility  Agent, each Purchaser and LC Bank for all reasonable out-of-pocket expenses (including, without  limitation, attorneys’ and accountants’ and other third parties’ fees and expenses, expenses  incurred by the Administrative Agent, such Facility Agent, such Purchaser or such LC Bank, as the  case may be, expenses of litigation or preparation therefor, and expenses of audits and visits to the  offices of the Seller or any Originator) incurred by the Administrative Agent,  such Facility Agent,  such Purchaser or such LC Bank in connection with the transfer of functions following a Complete  Servicing Transfer whenever such expenses are incurred.   (e) Payments by Obligors.  At any time, and from time to time, following a Complete  Servicing Transfer, the Seller, the terminated Servicer and each Originator shall permit such  Persons as the Administrative Agent, with the consent of the Facility Agents, may designate to  open and inspect all mail received by the Seller or the terminated Servicer and reasonably believed  to relate to the Receivables, and to remove from such mail any and all Collections.    Section 4.10. Collections; Lockboxes; Accounts.    (a) Each of the Servicer and each  Originator, acting in its capacity as Sub-Servicer, shall instruct all Obligors to make all payments  in respect of the Receivables to a Lockbox Account or a Depositary Account (either by check  mailed to the relevant Depositary Bank or directly by wire transfer or electronic funds transfer to a  Depositary Account), except to the extent that the Servicer or such Originator, in the normal course  of its business and consistent with past and ongoing practices has accepted payments by credit card  from Obligors or has permitted Obligors to remit payments directly to such Originator at its  business locations for deposit to a Local Account or Blocked Local Account.  Each of the Servicer  and each Originator, acting in its capacity as Sub-Servicer, also shall have established separate  collection systems that are intended to keep payments in respect of Excluded Receivables separate  from payments in respect of the Receivables.  





 






  -75-   (b) The Seller and the Servicer shall have established the Lockboxes and related  Lockbox Accounts and the Depositary Accounts specified on Schedule II hereto.  The Seller and  Servicer hereby agree as follows: (i) each Lockbox Account and Depositary Account shall be  established in the name of the Seller as a segregated account and the funds deposited therein from  time to time shall not be commingled with any other funds of the Seller or any Affiliate thereof; (ii)  each Lockbox Account and Depositary Account shall be maintained with a Depositary Bank  pursuant to the terms of the related Blocked Account Agreement; (iii)  not to direct any funds other  than Collections to be mailed to Lockboxes or deposited into related Lockbox Accounts or  Depositary Accounts; (iv) not to change any Depositary Bank, any Blocked Account Agreement  or the location of any Lockbox, Lockbox Account or Depositary Account without the consent of  the Administrative Agent; and (v) if a Control Event exists, the Administrative Agent may, or shall  at the direction of the Required Facility Agents, deliver a “shifting control notice” to the  Depositary Banks, upon receipt of which notice, the Depositary Banks will, upon direction of the  Administrative Agent, transfer funds in their respective Lockbox Accounts and Depositary  Accounts to the Collection Account within two (2) Business Days of deposit into those Lockbox  Accounts or Depositary Accounts, as applicable.    (c) The Seller and the Servicer shall have established the Blocked Local  Accounts specified on Schedule II hereto and the Concentration Account.  The Seller and Servicer  hereby agree as follows: (i) each Blocked Local Account and the Concentration Account shall be  established in the name of the Seller; (ii) each Blocked Local Account and the Concentration  Account shall be maintained with a Depositary Bank pursuant to the terms of the related Blocked  Account Agreement; (iii) not to change any Depositary Bank, any Blocked Account Agreement or  the location of any Blocked Local Account or the Concentration Account without the consent of  the Administrative Agent; and (iv) if a Control Event exists, the Administrative Agent may, or  shall at the direction of the Required Facility Agents, deliver a “shifting control notice” to the  Depositary Banks, upon receipt of which notice, the Depositary Banks will, upon direction of the  Administrative Agent, be required to transfer funds in their respective Blocked Local Accounts  and the Concentration Account to the Collection Account within two (2) Business Days of deposit  into those Blocked Local Accounts or the Concentration Account, as applicable.  Notwithstanding  the foregoing, with respect to the Account specified in the proviso in the definition of “Blocked  Local Account” and for the period specified therein, the Seller and the Servicer will not be required  to comply with the account requirements of this Section 4.10(c).    (d) As of May 19, 2021, Ferguson shall have established and maintain the  applicable Local Account specified on Schedule II hereto.  Ferguson hereby agrees as follows: (i)   to transfer, within two (2) Business Days of deposit therein,  funds therein  to the Concentration  Account; (ii) not to change the location of the Local Account  without the consent of the  Administrative Agent; and (iii) if a Downgrade Event has occurred, within 30 days of the request  of the Administrative Agent, to transfer the Local Account to the Seller’s name and enter into  Blocked Account Agreement with a Depositary Bank with respect to the Local Account which is  subject to the same terms as the Blocked Local Accounts as described in preceding clause (c).    (e) The Administrative Agent shall have the right at any time to establish the  Collection Account.  On or after the Control Date, the Administrative Agent shall direct the  Depositary Banks to transfer funds in their respective Accounts to the Collection Account within  





 






  -76-  two (2) Business Days of deposit into the respective Accounts.  The Administrative Agent shall set  aside and hold in trust for the Seller such portion of funds in the Collection Account as are not  allocated to the Purchase Groups.     (f)  On each Business Day, the Servicer shall have the ability to identify which of  the collected funds received in the Blocked Local Accounts, the Local Accounts and the  Concentration Account, or if the Administrative Agent has directed that funds be transferred to the  Collection Account, funds received in the Collection Account, on the second preceding Business  Day do not constitute Collections on account of Receivables, and shall, upon request, provide such  information to the Administrative Agent on such Business Day; provided that, on each Business  Day following a Control Event the Servicer shall provide such information to the Administrative  Agent on a daily basis.  The parties hereto agree and acknowledge that due to the Servicer’s  systems limitations, the data reported in the Monthly Report (and, if applicable, the Weekly  Report) with respect to sales generated by Originators and Collections will include cash sales.  For  the avoidance of doubt, proceeds of cash sales remain the property of the applicable Originators,  and do not constitute Collections.   (g) If the Seller or the Servicer determines that it is advisable to add or close any  Account, the Servicer shall provide written notice of such determination to the Administrative  Agent at least 30 days prior to the date on which such addition or closure is proposed to take effect.   If any such addition or closure necessitates changes to any Blocked Account Agreement, the  Seller, the Servicer and the Administrative Agent shall work together with the Depositary Bank to  make such changes.  Schedule II hereof shall be deemed amended (and a replacement Schedule  prepared and distributed to the Facility Agents) to reflect any addition or closure of an Account  proposed by the Seller or Servicer and consented to by the Administrative Agent.   Section 4.11. Reports.  (a) (i)  On or prior to the Monthly Report Date in each month, the  Servicer shall deliver to each Facility Agent a monthly report, substantially in the form of Exhibit  B (a “Monthly Report”), as of the close of business on the last day of the immediately preceding  Calculation Period.   (ii) In addition to delivery of Monthly Reports in accordance with clause (a) above,  whenever a Downgrade Event exists, the Servicer shall, on each Weekly Report Date, deliver to  each Facility Agent a report in form and substance to be agreed upon by the Servicer and the  Required Facility Agents (each a “Weekly Report”).      (b) The Seller shall, or shall cause the Servicer and each Originator to, furnish  to the Administrative Agent (who shall promptly deliver the same to each Facility Agent) at any  time and from time to time such other or further information in respect of the Receivables, the  Seller and the Obligors as the Administrative Agent or any Facility Agent may reasonably request.    (c) [Reserved].    (d) The Administrative Agent shall assist the Seller and the Servicer (i) in  preparing the Monthly Reports and Weekly Reports, (ii) if a Weekly Report is required to be  delivered, in developing the form of that Weekly Report, and (iii) in updating the form of the  





 






  -77-  Monthly Report from time to time as is necessary and desirable to improve the presentation of  information about the Receivables and the Facility, address changed circumstances or respond to  recommendations made in the agreed-upon procedures reports provided pursuant to Section  4.06(b).    Section 4.11A. Transition Receivables.  (a)   No later than five (5) Business Days  before an Originator plans to convert the reporting of a branch or location from the Trilogie data  reporting system to the Oracle data reporting system, such Originator, or the Servicer on its behalf,  shall so notify the Administrative Agent and each Facility Agent and shall specify in such notice,  the branch or location to be so converted, together with the conversion date and the aggregate  Outstanding Balance of the Receivables in such branch or location as of the notice date.  The  parties hereto agree that on the conversion date the Receivables in such branch or location shall  become Transition Receivables.   (b) When the Servicer determines it can accurately report all data required by this  Agreement with respect to Transition Receivables of any branch or location, it shall so notify  Administrative Agent and the Facility Agents.  The Administrative Agent will promptly  determine, after receipt from the applicable Originator or the Servicer of appropriate data and  conducting of any necessary due diligence, whether the applicable Transition Receivables can be  so reported and if so determined, such Receivables shall no longer be Transition Receivables.   (c) Transition Receivables shall not be included in the amount of Outstanding Balance  of Receivables or in any calculations, tests and reports hereunder, but the aggregate Outstanding  Balance of Transition Receivables shall be reported separately by the Servicer in each Monthly  Report.    Section 4.12. Servicer Default. The occurrence of each of the following events  shall constitute a “Servicer Default”:   (a) Failure of Servicer to perform or observe any covenant or agreement under  the Transaction Documents, and such failure shall continue for five (5) Business Days after  the Servicer receives written notice or has actual knowledge of such failure;    (b) Failure of the Servicer to make when due any payment or deposit required  to be made by it under any Transaction Document, and such failure shall continue for two  (2) Business Days;   (c) Any representation or warranty made or deemed made by the Servicer  under or in connection with any Transaction Document or any certificate, report or other  statement delivered by the Servicer pursuant to the terms set forth in the Transaction  Documents shall prove to have been incorrect or untrue in any material respect when made  or deemed made or delivered (unless such representation or warranty in Section 6.01(d) or  Section 6.01(g) herein relates solely to one or more specific Receivables and immediately  following the removal of the related Receivables from the Net Receivables Balance, the  Percentage Interest does not exceed 100%;  





 






  -78-   (d) The Servicer or any Originator shall (i) apply for or consent to the  appointment of a receiver, trustee, liquidator or custodian or the like of itself or of all or a  substantial part of its property, (ii) become unable, admit in writing its inability or fail to  pay its debts generally as they become due, (iii) make a general assignment for the benefit  of creditors, (iv) be adjudicated a bankrupt or insolvent, (v) commence a voluntary case  under the Federal Bankruptcy Code or file a voluntary petition or answer seeking  reorganization, an arrangement with creditors or an order for relief or seeking to take  advantage of any insolvency law or file an answer admitting the material allegations of a  petition filed against it in any bankruptcy, reorganization or insolvency proceeding, or  action shall be taken by it for the purpose of effecting any of the foregoing, or (vi) if  without the application, approval or consent of the Servicer or any Originator, a proceeding  shall be instituted in any court of competent jurisdiction, under any law relating to  bankruptcy, insolvency, reorganization or relief of debtors, seeking in respect of the  Servicer or any Originator an order for relief or an adjudication in bankruptcy,  reorganization, dissolution, winding up, liquidation, a composition or arrangement with  creditors, a readjustment of debts, the appointment of a trustee, receiver, liquidator or  custodian or the like of the Servicer or such Originator or of all or any substantial part of its  assets, or other like relief in respect thereof under any bankruptcy or insolvency law, and, if  such proceeding is being contested (A) is not challenged by appropriate means by the  Servicer or such Originator in good faith,within thirty (30) days and (B) the same shall (A)  result in the entry of an order for relief or any such adjudication or appointment or (B)  continue undismissed or unstayed for any period of 60 consecutive days after  commencement of such case; or   (e) the Servicer shall fail to deliver any Monthly Report or Weekly Report  when required under the Transaction Documents, and such failure shall continue for three  (3) consecutive Business Days (one (1) Business Day on or after a Downgrade Event); or   (f) there shall occur any change in the business, financial or other condition of  the Servicer which could reasonably be expected to have a Material Adverse Effect on the  collectability of the Receivables.    Section 4.13. Servicer Indemnification of Indemnified Parties.  (a) The Servicer agrees to  indemnify and hold harmless the Indemnified Parties from and against any Losses (other than any  Losses to the extent resulting from the gross negligence or willful misconduct of the Indemnified  Party, the Indemnified Party’s breach of contract under any Transaction Document or any  document delivered pursuant to any Transaction Document, Taxes (except as provided in this  Agreement), or recourse (except as provided in this Agreement) for uncollectible Receivables)  arising out of or resulting from (i) false or incorrect representations warranties or certifications of  the Servicer, acting in that capacity, in any Transaction Document or any document delivered  pursuant to any Transaction Document or (ii) any breach (whether by action or omission) by the  Servicer, acting in that capacity, of any of its obligations or covenants under any Transaction  Document.    (b) Promptly upon receipt by any Indemnified Party under this Section 4.13 of notice of  the commencement of any suit, action, claim, proceeding or governmental investigation against  





 






  -79-  such Indemnified Party, such Indemnified Party shall, if a claim in respect thereof is to be made  against the Servicer hereunder, notify the Servicer in writing of the commencement thereof.  The  Servicer may participate in and assume the defense of any such suit, action, claim, proceeding or  investigation at its expense, and no settlement thereof shall be made without the approval of the  Servicer and the Indemnified Party.  The approval of the Servicer and the Indemnified Party will  not be unreasonably withheld or delayed.  After notice from the Servicer to the Indemnified Party  of its intention to assume the defense thereof with counsel reasonably satisfactory to the  Administrative Agent and the Indemnified Party, and so long as the Servicer so assumes the  defense thereof in a manner reasonably satisfactory to the Administrative Agent and the  Indemnified Party, the Servicer shall not be liable for any legal expenses of counsel unless there  shall be a conflict between the interests of the Servicer and the Indemnified Party, in which case  the Indemnified Party(ies) shall have the right to employ counsel to represent it (them).   (c) The Servicer will promptly pay to the Facility Agent for the Indemnified Party such  indemnity amount as shall be specified to the Servicer in a certificate of the Indemnified Party (or  its Facility Agent, on its behalf) setting forth the calculations of such amount, together with the  basis therefor.  Any such certificate submitted by or on behalf of the Indemnified Party shall be  conclusive and binding for all purposes, absent manifest error.  The provisions of this Section 4.13  shall survive the termination of this Agreement.   Section 4.14. Servicing Fee.  The monthly fee due to the Servicer for performing its  obligations hereunder shall be equal to (A) the product of (1) the Servicing Fee Percentage,  expressed as a decimal, and (2) the average daily Outstanding Balances of Receivables during the  preceding Calculation Period, divided by (B) twelve (the “Servicing Fee”).  Such monthly  Servicing Fee shall be paid to the Servicer in arrears on the second (2nd) Business Day after each  Monthly Report Date.  ARTICLE V    PARENT UNDERTAKING   Section 5.01. Guaranty.  The Parent hereby unconditionally guarantees the punctual  payment and performance when due, whether at stated maturity, by acceleration or otherwise, of  all obligations of (a) Ferguson and its successor legal entities, in its capacities as Originator,  Servicer and the party requesting Letters of Credit, and (b) the other Originators and their  successor legal entities, in their respective capacities as Originators and sub-servicers and parties  on behalf of which the Seller will request Letters of Credit hereunder, now or hereafter existing  under the Transaction Documents, whether for Collections, repurchase, indemnification  payments, fees, expenses or otherwise (such obligations being the “Obligations”), and agrees to  pay any and all reasonable and properly documented out-of-pocket expenses (including counsel  fees and expenses) incurred by any Beneficiary in enforcing any rights under this Parent  Undertaking, together with interest on such amounts from the time when the Parent was notified  that such amounts were due, based on a 365-day year, at a rate per annum for each day equal to  2.00% over the Alternate Base Rate on such day.  Without limiting the generality of the foregoing,  the Parent’s liability shall extend to all amounts which constitute part of the Obligations and would  be owed by Ferguson or any Originator to the Seller or any Beneficiary under any Transaction  





 






  -80-  Document but for the fact that they are unenforceable or not allowable due to the existence of a  bankruptcy, reorganization or similar proceeding involving Ferguson or such Originator as debtor.   For the avoidance of doubt, the obligations of the Parent under this Parent Undertaking do not  include losses in respect to Receivables that are uncollectible on account of the insolvency,  bankruptcy or lack of creditworthiness of the related Obligor.   Section 5.02. Guaranty Absolute.  The Parent guarantees that the Obligations will be  performed or paid strictly in accordance with the terms of the applicable Transaction Documents,  regardless of the rights of the Administrative Agent or any Beneficiary with respect thereto.  The  obligations of the Parent under this Parent Undertaking are independent of the Obligations, and a  separate action or actions may be brought and prosecuted against the Parent to enforce this Parent  Undertaking, irrespective of whether any action is brought against Ferguson or any Originator, as  the case may be, or whether Ferguson or such Originator is joined in any such action or actions.   The liability of the Parent under this Parent Undertaking shall be absolute and unconditional  irrespective of:   (a) any lack of validity or enforceability of any Transaction Document, or any  agreement or instrument relating thereto;   (b) any change in the time, manner or place of payment of, or in any other term  of, all or any of the Obligations, or any other amendment or waiver of or any consent to  departure from any Transaction Document, including, without limitation, any increase in  the Obligations resulting from additional Purchases or Issuances/ Modifications of Letters  of Credit or otherwise;   (c) any failure or omission to enforce any right, power or remedy with respect  to the Obligations or any part thereof or any agreement relating thereto, or any collateral  securing the Obligations or any part thereof;   (d) any waiver of any right, power or remedy or of any default with respect to  the Obligations or any part thereof or any agreement relating thereto;   (e) any taking, exchange, release or non-perfection of any collateral, or any  taking, release or amendment or waiver of or consent to departure from any other guaranty,  for all or any of the Obligations;   (f) any manner of application of collateral, or proceeds thereof, to all or any of  the Obligations, or any manner of sale or other disposition of any collateral for all or any of  the Obligations or any other assets of Ferguson, any Originator or any of their respective  Subsidiaries;   (g) the existence of any claim, setoff or other rights which the Parent may have  at any time against Ferguson or any Originator in connection herewith or any unrelated  transaction;   (h) any assignment or transfer of the Obligations or any part thereof permitted  





 






  -81-  under the Purchase and Contribution Agreement, this Agreement or any other Transaction  Document;   (i) any change, restructuring or termination of the corporate structure or  existence of Ferguson, any Originator or any of their respective Subsidiaries; or   (j) any other circumstance which might otherwise constitute a defense  available to, or a discharge of Ferguson or any Originator.   Section 5.03. Waiver.  (a)  The Parent hereby waives promptness, diligence, notice of  acceptance and any other notice with respect to any of the Obligations and this Parent Undertaking  and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or  lien or any property subject thereto or exhaust any right or take any action against Ferguson, any  Originator or any other Person or entity or any collateral.    (b) The Parent irrevocably and unconditionally abandons and waives any rights  which it may have at any time under the existing or future laws of Jersey: (i) whether by virtue of  the droit de discussion or otherwise to require that recourse be had by the beneficiaries of this  Parent Undertaking to the assets of any other person before any claim is enforced against it in  respect of the obligations assumed by it under this Parent Undertaking; and (ii) whether by virtue  of the droit de division or otherwise to require that any liability under any guarantee or indemnity  contained in this Parent Undertaking be divided or apportioned with any other person or reduced in  any manner whatsoever.       (c) The Parent hereby waives any right to revoke this Parent Undertaking, and  acknowledges that this Parent Undertaking is continuing in nature and applies to all Obligations,  whether existing now or in the future.    (d) The Parent acknowledges that it will receive substantial direct and indirect  benefits from the financing arrangements contemplated by the Transaction Documents and that the  waivers set forth in this Section 5.03 are knowingly made in contemplation of such benefits.   Section 5.04. Subrogation.  The Parent will not exercise any rights which it may acquire by  way of subrogation under this Parent Undertaking, by any payment made hereunder or otherwise,  until all the Obligations and other amounts payable under this Parent Undertaking shall have been  paid in full and the Facility Termination shall have occurred.  If any amount shall be paid to the  Parent on account of such subrogation rights at any time prior to the later of (x) the payment in full  of the Obligations and all other amounts payable under this Parent Undertaking and (y) the date  after the Termination Date that all Aggregate Unpaids are paid in full, such amount shall be held in  trust for the benefit of the Beneficiaries and shall forthwith be paid to the Administrative Agent to  be credited and applied to the Obligations, whether matured or unmatured, in accordance with the  terms of the applicable Transaction Document or to be held by the Administrative Agent as  collateral security for any Obligations thereafter existing.  If (i) the Parent shall make payment to  the Beneficiaries of all or any part of the Obligations, (ii) all the Obligations and all other amounts  payable under this Parent Undertaking shall be paid in full and (iii) the date after the Termination  Date that all Aggregate Unpaids are paid in full shall have occurred, the Administrative Agent and  





 






  -82-  the Facility Agents on behalf of their respective Beneficiaries will, at the Parent’s request, execute  and deliver to the Parent appropriate documents, without recourse and without representation or  warranty, necessary to evidence the transfer by subrogation to the Parent of an interest in the  Obligations resulting from such payment by the Parent.  ARTICLE VI    REPRESENTATIONS AND WARRANTIES   Section 6.01. General Representations and Warranties of the Ferguson Parties.  Except as  otherwise set forth below, each of the Ferguson Parties, as to itself (and, if so specified, its  Subsidiaries), hereby represents and warrants to each Purchaser, each LC Bank, each Facility  Agent and the Administrative Agent on and as of the date hereof and on and as of the date of each  Purchase and each Issuance or Modification that:   (a) Corporate Existence, Power and Authority, Etc.  It is duly organized,  validly existing and in good standing in its jurisdiction of organization; it is duly qualified  to do business in each jurisdiction where the conduct of its business so requires and except  where failure to be so qualified would not be reasonably expected to have a Material  Adverse Effect; it has power and authority to execute and deliver the Transaction  Documents and to carry out the transactions contemplated thereby; each of the Transaction  Documents to which it is a party has been duly executed and delivered by it and constitutes  its legal, valid and binding obligation, enforceable against it in accordance with its terms  (subject to usual and customary bankruptcy and equitable principles exceptions); it has all  necessary authorizations and approvals to execute, deliver and perform its obligations  under all of the Transaction Documents to which it is a party, except where failure to obtain  any such authorization or approval would not reasonably be expected to result in a Material  Adverse Effect; no notices to, or filings with, any Governmental Authority are required for  the due execution, delivery or performance by it of any of the Transaction Documents to  which it is a party, except for the filing of financing statements referred to therein and  except where the failure to provide any such notice or make any such filing would not  reasonably be expected to result in a Material Adverse Effect;   (b) No Conflicts.  The execution and delivery by such Ferguson Party of this  Agreement and each other Transaction Document to which it is a party, and the  performance of its obligations hereunder and thereunder, in each case, do not contravene or  violate its certificate or articles of incorporation or formation, or its by-laws or limited  liability company agreement, as applicable, (ii) any Law applicable to it, (iii) any  restrictions under any agreement, contract or instrument to which it is a party or by which it  or any of its property is bound, (iv) any order, writ, judgment, award, injunction or decree  binding on or affecting it or its property, and do not result in the creation or imposition of  any adverse claim on assets of such Ferguson Party or its Subsidiaries (except that created  in favor of the Administrative Agent (for the benefit of the Purchasers and the LC Banks)  except, in the case of Ferguson Parties other than the Seller, where any such contraventions  or violations would not reasonably be expected to result in a Material Adverse Effect; and  no transaction contemplated under any Transaction Document requires compliance with  





 






  -83-  any bulk sales act or similar law;   (c) No Termination Event.  No Termination Event or Potential Termination  Event has occurred and is continuing, or will, after giving effect to the Purchase and/or  Issuance or Modification to occur on such day, occur;   (d) Eligible Receivables.  All Receivables represented as being Eligible  Receivables are Eligible Receivables at such time;   (e) Accuracy of Information.  The written reports, financial statements,  certificates and other written information furnished by it or on its behalf in connection with  the negotiation of the Transaction Documents or delivered in connection therewith (as  modified or supplemented by other written information when so furnished), when taken as  a whole, did not contain as of the date such written reports, financial statements or other  written information were so furnished, any material misstatement of fact or omit to state  any material fact necessary to make the statements therein, in the light of the circumstances  under which they were made, not misleading;    (f) Servicer Reports.  The information furnished by it or on its behalf in each  Monthly Report or Weekly Report is true and complete as of the date of such report;   (g) Good Title.  In the case of each Originator, each Receivable sold under the  Purchase and Contribution Agreement is owned by such Originator free and clear of any  lien or adverse claim (except that created in favor of the Administrative Agent (for the  benefit of the Purchasers and the LC Banks) and Permitted Liens).  In the case of the Seller,  the Administrative Agent (on behalf of the Purchasers and LC Banks) has acquired from  the Seller a valid and perfected first priority security interest in each Receivable sold and/or  assigned under this Agreement free and clear of any Lien or adverse claim (except for liens  created pursuant to any of the Transaction Documents);   (h) Ownership/Security Interest.  It has taken or caused to be taken all actions,  including necessary filings, to evidence the Administrative Agent’s (on behalf of the  Purchasers and the LC Banks) first priority undivided percentage ownership or security  interest in all Receivables (whether existing or thereafter arising) and in the Related  Security and Collections with respect thereto;   (i)  Credit and Collection Policy.  It has complied in all material respects with  the Credit and Collection Policy with regard to each Receivable and the related Contract.  It  has not made any change in its underwriting policies or the Credit and Collection Policy  that would (i) impair the collectability of any Receivables in any material respect or (ii) be  reasonably likely to have a material adverse effect on the Servicer’s performance of its  obligations under the Transaction Documents;   (j) Litigation.  There are no actions, suits or proceedings pending or, to the  knowledge of the Ferguson Party, asserted against it, which would be reasonably likely to  have a Material Adverse Effect as specified in clauses (ii) through (iv) of that definition;  





 






  -84-   (k) Collections.  Except as described in Section 4.10(a), all Obligors have been  directed to remit their Collections to Lockboxes, Lockbox Accounts or Depositary  Accounts, as applicable, listed on Schedule II to this Agreement;   (l) Payments to the Originators.  The Seller has given reasonably equivalent  value to the applicable Originator under the Purchase and Contribution Agreement in  connection with each sale of Receivables thereunder, and no such sale was made for or on  account of an antecedent debt owed by such Originator to the Seller or is or may be  voidable as a fraudulent transfer under Section 547 of the Federal Bankruptcy Code or a  voidable preference under Section 548 of the Federal Bankruptcy Code;   (m) Change of Control. No Change of Control has occurred with respect to  any Ferguson Party (other than, in the case of the Parent, a “Permitted Change of Control”,  as defined in the Credit Agreement);   (n) Subsidiaries, Business.  The Seller has no subsidiaries and is engaged in no  other business activities other than the business activities contemplated by the Transaction  Documents;    (o) Solvency.  After giving effect to any Purchase, Issuance, or Modification on  such date and the application of the proceeds therefrom, the Seller is (i) not “insolvent” (as  such term is defined in the Federal Bankruptcy Code), (ii) able to pay its debts as they  become due, (iii) does not have unreasonably small capital for the business in which it is  engaged or for any business or transaction in which it reasonably expects to engage, and  (iv) has tangible net worth equal to at least 6% of the aggregate Outstanding Balance of  Receivables (for the avoidance of doubt, for the purposes of this subsection (o), the  calculation of tangible net worth shall take into account any intercompany debt issued by  the Seller to Ferguson or any other Originator);  \   (p) Tax.  The Seller or other Ferguson Party has paid when due all material  sales, use or property taxes payable in connection with the origination or ownership of the  Receivables, exclusive of any taxes the validity of which are being contested in good faith  by appropriate proceedings and for which adequate reserves in accordance with GAAP  shall have been set aside on its books.  Each of the Seller or other Ferguson Party has filed  or caused to be filed all material federal, state and local income tax returns and all other  material tax returns on or before the applicable due date (as such due date may have been  timely extended), and has paid or caused to be paid all taxes due pursuant to such returns or  pursuant to any assessment received by it (other than those which are currently being  contested in good faith by appropriate proceedings and for which adequate reserves in  accordance with relevant IFRSGAAP shall have been set aside on its books).       (q) ERISA.  Such Ferguson Party and each of its ERISA Affiliates have  fulfilled their respective obligations under the minimum funding standards of ERISA and  the Code with respect to each Plan and are in compliance in all material respects with the  





 






  -85-  presently applicable provisions of ERISA and the Code with respect to each Plan, except as  any noncompliance could not reasonably be expected to result in a Material Adverse  Effect.  No Reportable Event has occurred with respect to any Plan nor has any prohibited  transaction under Section 406 of ERISA occurred with respect to any “Employee Benefit  Plan” (as that term is defined in Section 3(3) of ERISA), of such Ferguson Party or any of  its ERISA Affiliates which, in either case, could reasonably be expected to result in a  Material Adverse Effect.  No prohibited transaction under Section 406 of ERISA which  could be expected to result in a Material Adverse Effect has occurred with respect to such  Ferguson Party or any of its ERISA Affiliates or will occur upon the closing of any  Purchase or any Issuance or Modification or the execution of any Transaction Document.   Neither the Parent nor any of its Subsidiaries has (i) engaged in any transaction prohibited  by any Law applicable to any Foreign Plan; (ii) failed to make full payment when due of all  amounts due as contributions to any Foreign Plan; or (iii) otherwise failed to comply with  the requirements of ay Law applicable to any Foreign Plan, where singly or cumulatively,  the above could reasonably be expected to result in a Material Adverse Effect.  No ERISA  Event has occurred or is reasonably likely to occur which is reasonably likely to result in a  Material Adverse Effect;   (r) Material Adverse Effect.  Since the date of its formation, the Seller is not  aware of the occurrence of any event or circumstance which has had or will have a Material  Adverse Effect.  Since January 31, 2013, such other Ferguson Party is not aware of the  occurrence of any event or circumstanceThere has been no change in the business or  financial condition of the Ferguson Parties, taken as a whole, since the delivery of the  combined financial statements of the Group for its financial year ended July 31, 2019,  which has had or would becould reasonably likelybe expected to have a Material Adverse  Effect as specified in clauses (ii) and (iii) of that definition;      (s) Investment Company Act.  It is not and is not required to be registered as an  “investment company” or a company “controlled” by an “investment company,” each as  defined in the Investment Company Act of 1940, as amended;    (t) Required Credit Enhancement.  After giving effect to the Purchase and/or  Issuance or Modification on such date, the Percentage Interest shall not exceed 100%;   (u) [Reserved];   (v) Use of Proceeds.  It has not taken and will not take any action which would  cause the use of the proceeds of the Purchases to violate the provisions of Regulation U of  the Board of Governors of the Federal Reserve System;    (w) Accuracy of Financial Statements.  (i) The audited combined financial  statements of the Group as of the most recent fiscal year-end fairly present in all material  respects, in conformity with IFRSGAAP, the combined financial position of the Group as  of such date and their combined results of operations and cash flows for such fiscal year;  and (ii) the audited financial statements of Ferguson and its  Subsidiaries and the operating  companies under its Control as of the most recent fiscal year-end fairly present in all  





 






  -86-  material respects, in conformity with IFRSGAAP, the financial position of Ferguson and  its Subsidiaries and the operating companies under its Control as of such date and their  results of operations and cash flows for such fiscal year;   (x) Accounting.  On its consolidated financial statements, each of the Parent  and Ferguson consolidates the transactions contemplated by the Purchase and Contribution  Agreement, but includes appropriate notations to indicate that the Seller is a separate entity  from each Ferguson Party and that the assets of the Seller are not available to satisfy the  debts and obligations of any Ferguson Party;    (y) Purpose.  The Seller has determined that, from a business viewpoint, the  purchase of the Receivables and the Related Security with respect thereto form the  Originators under the Purchase and Contribution Agreement, and the sale of the  Receivables to the Administrative Agent, for the benefit of the Purchasers and the LC  Banks, and the other transactions contemplated herein, are in the best interests of the  Seller;    (z) Parent Undertaking.  The Parent’s guaranty in the Parent Undertaking is a  direct and unsecured obligation of the Parent ranking pari passu as against all other present  and future unsecured indebtedness of the Parent which is not expressed to be subordinate  or junior in rank to any other indebtedness of the Parent, except for obligations mandatorily  preferred by Law applying to companies generally; and   (aa) Foreign Assets Control, Sanctions, Etc.      (i) It has in place policies and procedures designed to promote and achieve  compliance with applicable Sanctions.   (ii) It is not and, to the best of its knowledge, none of its directors, employees,  officers or Affiliates (when acting in their capacity as such) is an individual or entity  currently the target of any Sanctions.  (bb) Not a Covered Fund. The Seller is not a “covered fund” under Section 13  of the Bank Holding Company Act of 1956, as amended (together with the implementing  regulations thereunder, commonly referred to as the “Volcker Rule”).  In determining that  the Seller is not a “covered fund,” the Seller is entitled to rely on the exception to the  definition of “investment company” set forth in Section 3(c)(5) of the Investment  Company Act of 1940, as amended; and   (cc) Beneficial Ownership Certificate.  The information included in the  Beneficial Ownership Certificate is true and correct in all respects.   (dd) EU Securitisation Rules. With respect to the Facility, Ferguson (i)  is  an originator established in a “third country” for the purposes of the EU Securitisation  Rules (that is, a country not established in the European Union), (ii ) it was not established  for the sole purpose of securitizing the Receivables, (iii) originated its respective  





 






  -87-  Receivables on the basis of sound and well-defined criteria for credit-granting and clearly  established processes for approving, originating, and financing such Receivables and (iv) it  has effective systems in place to apply those criteria and processes in order to ensure that  credit-granting is based on a thorough assessment of each Obligor's creditworthiness.     ARTICLE VII    COVENANTS   Section 7.01. Affirmative Covenants of the Ferguson Parties.  In addition to its other  covenants contained herein or made pursuant hereto, until the Facility Termination, each of the  Ferguson Parties (as applicable) covenants to each Purchaser, each Facility Agent and the  Administrative Agent as follows:   (a) General:   (i) Compliance with Laws, Etc.  It will comply, and will cause each of  its Subsidiaries to comply, with all applicable Laws and preserve and maintain its  corporate or organizational existence, rights, franchises, qualifications, and  privileges except to the extent that the failure so to comply with such laws, rules  and regulations or the failure so to preserve and maintain such rights, franchises,  qualifications, and privileges would not reasonably be expected to have a Material  Adverse Effect;   (ii) Offices, Records, and Books of Account.  It will keep its jurisdiction  of organization and the office where it keeps its records concerning the Receivables  at the address set forth under its name on the signature pages to this Agreement or  upon 30 days’ prior written notice to the Administrative Agent, at any other  locations in jurisdictions where all actions reasonably requested by the  Administrative Agent to protect and perfect the interest in the Receivables have  been taken and completed.  In the case of each of the Servicer and each Originator,  it also will maintain and implement administrative and operating procedures  (including, without limitation, the ability to recreate records evidencing  Receivables and related Contracts in the event of the destruction of the originals  thereof), and keep and maintain all documents, books, records and other  information reasonably necessary or advisable for the collection of Receivables  (including, without limitation, records adequate to permit the daily identification of  each Receivable and all Collections of and adjustments to each existing  Receivable).  Each Originator will mark its data processing records and other books  and records to indicate which Receivables have been sold or contributed to the  Seller under the Purchase and Contribution Agreement and the Seller will mark its  data processing records and other books and records to indicate that the  Receivables have been sold or assigned to the Administrative Agent;  





 






  -88-   (iii) Taxes.  It will file all material tax returns and reports required by law  to be filed by it and will promptly pay all taxes and governmental charges at any  time owing, except when failure to pay would not reasonably be expected to have a  Material Adverse Effect or such as are being contested in good faith by appropriate  proceedings and for which appropriate reserves in accordance with relevant  IFRSGAAP (in the case of the Seller, in accordance with GAAP) shall have been  set aside on its books.  It or other Ferguson Party will pay when due any sales, use  or property taxes payable in connection with the origination or ownership of the  Receivables, exclusive of any taxes the validity of which are being contested in  good faith by appropriate proceedings and for which adequate reserves in  accordance with relevant IFRSGAAP (in the case of the Seller, in accordance with  GAAP) shall have been set aside on its books;   (iv) Performance and Compliance with Credit and Collection Policy.  It  will, as applicable and at its own expense, timely and fully comply in all material  respects with the Credit and Collection Policy in regard to each Receivable and the  related Contracts;   (v) Payments to the Originators.   With respect to any Receivable  purchased or accepted as a capital contribution from any Originator, such sale or  acceptance shall be effected under, and in strict compliance with the terms of, the  Purchase and Contribution Agreement, including the terms relating to the amount  and timing of payments to be made to such Originator in respect of the purchase  price for such Receivable;    (vi) Transfers from Local Accounts.   It will direct the Depositary Banks  holding the Local Accounts to transfer, within two (2) Business Days of deposit  therein, Collections received in such Local Accounts to the Concentration Account;    (vii) Other Information.  It will cause to be provided to the  Administrative Agent and each Facility Agent such other information in respect of  the Receivables or its condition or operations, financial or otherwise, as the  Administrative Agent or such Facility Agent may from time to time reasonably  request, including, but not limited to, all notices delivered to it under the Purchase  and Contribution Agreement; and   (viii) Payments to Credit Card Processors.  To the fullest extent  practicable, Ferguson will use its own funds (rather than funds in the Concentration  Account) to pay the entities processing the credit card payments pursuant to Credit  Card Agreements with respect to its receivables (including the Receivables) the  fees, assessments, chargebacks and other amounts owed to those processors.   (b) Reporting:   (i) The Parent will cause to be provided to the Administrative Agent  (who shall promptly distribute the same to the Facility Agents) as soon as available  





 






  -89-  and in any event within 120 days after the close of each of its fiscal years, its  audited and unqualified consolidated financial statements of the Group, certified by  independent public accountants as having been prepared in accordance with  IFRSthe relevant GAAP;    (ii) [Reserved];   (iii) The Seller will cause to be provided to the Administrative Agent  (who shall promptly distribute the same to the Facility Agents) as soon as available  and in any event within 180 days after the close of each of its fiscal years, financial  statements of the Seller, (which may be unaudited), prepared in accordance with  the relevant GAAP;   (iv) The Parent will cause to be provided to the Administrative Agent  (who shall promptly distribute the same to the Facility Agents) as soon as available  and in any event within 90 days after the end of the first half of each of its fiscal  years, its condensed consolidated financial statements of the Group prepared in  accordance with IFRSthe relevant GAAP;    (v) Each of the Parent and Ferguson will cause to be provided to the  Administrative Agent (who shall promptly distribute the same to the Facility  Agents) at the time of the delivery of the financial statements provided for above, a  certificate of its financial officer, in regards to the Parent, a director, and in regards  to Ferguson, a Responsible Officer, to the effect that such financial statements  fairly represent its financial condition as of the date as at which such financial  statements were prepared;    (vi) Each of the Parent and Ferguson will cause to be provided to the  Administrative Agent (who shall promptly distribute the same to the Facility  Agents) within 10 days after  the delivery of the financial statements provided for  above, a certificate of its financial officer, in regards to the Parent, a director, and in  regards to Ferguson, a Responsible Officer, to the effect that to the best of such  officer’s knowledge, no Termination Event or Potential Termination Event has  occurred and is continuing or, if any Termination Event or Potential Termination  Event has occurred and is continuing, specifying the nature and extent thereof;     (vii) Each of the Parent and Ferguson will cause the financial statements  provided for above to be prepared using accounting practices and financial  reference periods consistent with those applied in preparation of the financial  statements provided on or before the Original ClosingAmendment Effective Date,  unless it notifies the Administrative Agent (who shall promptly notify the Facility  Agents) that there has been a change in the relevant IFRSGAAP, the relevant  accounting practices or the relevant reference periods, together with a description  of any change necessary for those financial statements to reflect the relevant  IFRSGAAP, relevant accounting practices and relevant reference periods upon  which such financial statements were prepared prior to such change; and    





 






  -90-   (viii) Each of the Parent and Ferguson shall provide to the Administrative  Agent (who shall promptly distribute the same to the Facility Agents) such  additional information regarding its and its Subsidiaries’ operations, business  affairs and financial condition, or compliance with the terms of this Agreement or  any other Transaction Document, as may be reasonably requested by the  Administrative Agent.   (c) Notices:   (i) Termination.  It will provide or cause to be provided to the  Administrative Agent (and the Administrative Agent shall promptly distribute the  same to the Facility Agents) promptly and in any event within five Business Days  after obtaining knowledge of the occurrence of a Termination Event or Potential  Termination Event, with a statement of its financial officer setting forth details of  such Termination Event or Potential Termination Event;    (ii) Credit Agreement.  It will provide to the Administrative Agent (and  the Administrative Agent shall promptly distribute the same to the Facility Agents)  notice of the occurrence of an “Event of Default” under the Credit Agreement,  together with a copy of the same, as soon as practicable after, but in no event later  than 15 days following such amendment or occurrence;     (iii) ERISA Event. It will cause to be provided to the Administrative  Agent (and the Administrative Agent shall promptly distribute the same to the  Facility Agents) promptly and in any event within five Business Days after  obtaining knowledge thereof, notice of the occurrence or existence of any ERISA  Event which, either individually or in the aggregate, could reasonably be expected  to have a Material Adverse Effect;    (iv) Tax Lien. It will cause to be provided to the Administrative  Agent (and the Administrative Agent shall promptly distribute the same to the  Facility Agents) promptly and in any event within five Business Days after  obtaining knowledge of the arising or existence of any tax Lien which, either  individually or in the aggregate, could reasonably be expected to have a Material  Adverse Effect;    (v) Material Event.  It will provide or cause to be provided to the  Administrative Agent (and the Administrative Agent shall promptly distribute the  same to the Facility Agents) promptly after the occurrence thereof, notice of any  event or condition of which it has knowledge that has had or could reasonably be  expected to have a Material Adverse  Effect; and   (vi) Changes with respect to Beneficial Ownership Certificate; etc.  The  Seller shall, promptly upon a responsible officer of the Seller becoming aware  thereof, notify the Administrative Agent and each Facility Agent of any change in  the information provided in the Beneficial Ownership Certificate that would result  





 






  -91-  in a change to the list of beneficial owners or control party identified in such  certification.  Without limiting the generality of the preceding sentence, promptly  following any request therefor, the Seller shall provide such information and  documentation reasonably requested by the Administrative Agent or any Facility  Agent for purposes of compliance with the Beneficial Ownership Regulation.  (d) Anti-Terrorism Laws and Anti-Money Laundering Laws.   (i)  It shall immediately notify the Administrative Agent (and the  Administrative Agent shall promptly distribute the same to the Facility Agents) if it  obtains knowledge that any of the representations contained in Section 6.01(aa) is  incorrect as of any date;    (ii) It shall not, and it will procure that none of its Subsidiaries shall  knowingly, in contravention of any Anti-Terrorism Law: (A) conduct any business  with or engage in making or receiving any contribution of funds, goods or services  to or for the benefit of any Designated Person; or (B) deal in, or otherwise engage in  any transaction relating to, any property or interest in property blocked pursuant to  any Anti-Terrorism Law.   (iii) No Designated Person shall have a controlling interest of any nature  whatsoever in such Ferguson Party with the result that an investment in such  Ferguson Party (whether direct or indirect) or the obligation to fund Purchases  hereunder would be in violation of any Anti-Terrorism Law.     (iv) At all times throughout the term of this Agreement, to the  knowledge of such Ferguson Party, based upon its reasonable inquiry, none of the  funds that are used to repay any portion of the Aggregate Exposure Amount shall  be derived from any unlawful activity, with the result that (A) such repayment or  any transaction contemplated by the Transaction Documents (whether directly or  indirectly) is prohibited by law or (B) the Purchases or obligation to fund Purchases  would be in violation of law.       (v) It shall not, and shall not permit any of its Subsidiaries to:   (A) violate any Anti-Terrorism Law;   (B) require any Purchaser or Facility Agent to take any action  that would cause it to violate any Anti-Terrorism Law, it being understood  that each Purchaser or Agent can refuse to honor any such request otherwise  validly made by such Ferguson Person under this Agreement;   (C) conduct any transaction for the benefit of any Designated  Person in violation of any Anti-Terrorism Law;   (D) engage in any transaction relating to any property blocked  





 






  -92-  pursuant to any Anti-Terrorism Law, in violation of any Anti- Terrorism  Law;   (E)  repay any Aggregate Exposure Amount with any funds  derived from any unlawful activity with the result that the making of  Purchases hereunder would be in violation of law; or   (F) cause or permit the proceeds of any Purchase to be used,  directly or indirectly, to make a loan or other advance to, invest or  contribute or otherwise support the activities or business of any person,  entity, country or Governmental Authority that is subject to sanctions  administered under any Anti-Terrorism Law; or   (G) engage in or conspire to engage in any transaction that  evades or violates, or is intended to evade or violate, or attempts to evade or  violate any Anti-Terrorism Law.     (vi) It shall deliver to any Facility Agent any certificates or other evidence  requested from time to time by such in its reasonable discretion, to confirm such  Ferguson Party’s compliance with this Section 7.01(d) to the extent the same is  requested so as to enable such Facility Agent to comply with an applicable law or  regulation or request made of it by a regulatory body or an advisor which such  Facility Agent is customarily in the habit of complying with in respect of such  matters.   (vii) No part of any Purchase Price or Letter of Credit draw will be used,  directly or indirectly, for any payments to any governmental official or employee,  political party, official of a political party, candidate for political office, or anyone  else acting in an official capacity, in order to obtain, retain or direct business or  obtain any improper advantage, in violation of the United States Foreign Corrupt  Practices Act of 1977, as amended, assuming in all cases that such Act applies to  any of the Ferguson Parties.    (e)  Sanctions,  It shall, and shall not permit any of its Subsidiaries to:      (i) knowingly (having taken the requisite due diligence), directly or  indirectly, use the proceeds of the Facility or lend, contribute or otherwise make  available such proceeds to any Subsidiaries, joint venture partner or other person  or entity (each a “Relevant Transaction”) to fund any activities or business of or  with any person or entity or in any country or territory where, at the time of such  funding, such Relevant Transaction would be in breach of applicable Sanctions;       (ii) knowingly (after due and careful enquiry) engage in, or conspire to  engage in, any transaction that breaches, or is intended to breach, any Sanctions; or     (iii) otherwise breach any Sanctions that it is aware (after due and  careful enquiry) are binding on it.  





 






  -93-  (f) Risk Retention and Due Diligence under EU Securitization Rules.   Ferguson, as the originator which is managing the Facility for the purposes of Article 6 of  the EU Securitization Regulation, undertakes, for so long as there is Net Investment  outstanding to any Purchaser subject to the EU Securitization Regulation, for the benefit of  each Purchaser that is required to comply with the EU Securitization Rules:  (i) to hold and maintain a net economic interest in the Receivables (such net  economic interest, the “Retained Interest”) in an amount (determined in accordance with  Article 6 of the EU Securitisation Regulation) as in effect as at the Amendment Effective  Date at least equal to 5% of the aggregate Outstanding Balance of the Receivables;  (ii) to maintain the Retained Interest in the form of a first loss tranche as  referenced in paragraph (d) of Article 6(3) of the EU Securitization Regulation as in effect  as at the Amendment Effective Date by holding, directly or indirectly, all of the equity  interests of the Seller;  (iii) that it will not (and will not permit any of its Affiliates to) subject the  Retained Interest to any credit risk mitigation or hedging, or sell, transfer or otherwise  surrender all or part of the rights, benefits or obligations arising from the Retained Interest,  except to the extent permitted under the EU Securitization Rules;  (iv) to include in each Monthly Report confirmation of its continuing  compliance with clauses (i) through (iii) of this Section 7.01(f);   (v) that it will (A) promptly, and in event within five (5) Business Days, notify,  or cause to be notified, the Administrative Agent in the event that it ceases to hold the  Retained Interest in accordance with clauses (i) and (ii) or otherwise fails to comply with  clauses (i) through (iii) of this Section 7.01(f) in any way; and  (vi) it will, promptly following a reasonable request in writing by any Facility  Agent from time to time, provide such further information  as that Facility Agent may  reasonably require in order to enable the Purchasers in its Purchase Group to perform their  due diligence and monitoring obligations (if any) under the EU Securitisation Rules  (excluding, however, Article 5(1)(e) and Article 7 of the Securitisation Regulation and any  other EU Securitisation Rules adopted pursuant to, implementing or otherwise to the extent  relating to those provisions), to the extent such information is reasonably available to  Ferguson (or other Originators or the Seller) and Ferguson (or the other Originators or the  Seller) can provide it without breaching confidentiality obligations; provided, that if the  provision of any such information specifically required under this Section 7.01(f) would  result in Ferguson incurring any material third-party costs in addition to those that it would  otherwise incur in connection with its compliance with any provision of this Agreement,  the relevant Purchaser shall reimburse Ferguson in respect of any reasonable and document  expenses incurred in connection with the provision of such information;  provided, however, that each such Purchaser, by accepting the benefits of this Section  7.01(f), acknowledges that (A) each Purchaser must independently assess and determine  whether the agreement by Ferguson to retain the Retained Interest as described above and  





 






  -94-  the information to be provided to the Purchasers in the Monthly Reports and otherwise  pursuant to, or in connection with, this Agreement are sufficient for the purposes of  complying with the EU Securitisation Rules and any corresponding national measures  which may be relevant and (B) none of the Originators, Ferguson, the Seller, the Servicer,  or any of their Affiliates makes any representation or provides any assurance to the effect  that the terms of this Agreement and such information are sufficient for any such purpose  or that compliance with such terms and provisions of such information would render the  transactions described herein compliant with any EU Securitisation Rules.   Section 7.02. Negative Covenants of the Ferguson Parties.  Except as otherwise  specified below and in addition to its other covenants contained herein or made pursuant hereto,  until the Facility Termination, each of the Ferguson Parties (as applicable) covenants and agrees as  follows:   (a) Sales, Liens, Etc.  Such Ferguson Party (other than the Seller) will  not sell, assign (by operation of law or otherwise) or otherwise dispose of, or create  or suffer to exist any adverse claim (except for the interest in favor of the Seller  created pursuant to the Purchase and Contribution Agreement, the interest in favor  of the Administrative Agent (for the benefit of the Purchasers and the LC Banks  and Permitted Liens) created pursuant to this Agreement) upon or with respect to,  any Receivable, Related Security, related Contract or Collections, or upon or with  respect to any Account, or assign any right to receive income in respect thereof;   (b) Change in Payment Instructions to Obligors.  It will not add or  terminate any bank as a Depositary Bank from those listed on Schedule II hereto  provided to the Facility Agents, or make any change in its instructions to Obligors  regarding payments to be made in respect of the Receivables or payments to be  made to any Depositary Bank, unless the Administrative Agent will have received  notice of such addition, termination or change (including an updated Schedule II)    and a fully executed Blocked Account Agreement in form and substance  satisfactory to the Administrative Agent with respect to each new Lockbox  Account or Depositary Account;   (c) Change in Name or Jurisdiction of Origination, Etc.  It will not  change its name, identity or organizational structure unless the Administrative  Agent shall have received at least thirty (30) days’ advance written notice of such  change and all action by such Ferguson Party, necessary or appropriate to perfect or  maintain the perfection of the Administrative Agent’s (for the benefit of the  Purchasers and the LC Banks) ownership or security interest in the Receivables, the  Related Security and the Collections (including, without limitation, the filing of all  financing statements and the taking of such other action as the Administrative  Agent may request in connection with such change or relocation) will have been  duly taken;   (d) Treatment as Sales.  It will not account for or treat (whether in  financial statements or otherwise) the transactions contemplated by the Purchase  





 






  -95-  and Contribution Agreement and this Agreement in any manner other than as the  sale and/or absolute conveyance of Receivables, except that the transactions under  this Agreement will be treated (i) under relevant IFRSGAAP as a liability in the  Parent’s consolidated financial statements and in Ferguson’s consolidated financial  statements and (ii) for U.S. federal income tax purposes, as a financing;   (e) Transaction Documents.  The Seller will not terminate, amend,  waive or modify, or consent to any termination, amendment, waiver or  modification of, any provision of any Transaction Document or grant any other  consent or other indulgence under any Transaction Document, in each case without  the prior written consent of the Required Facility Agents (provided that any release  and reconveyance pursuant to Section 3.03 of the Purchase and Contribution  Agreement shall not be prohibited hereunder).  The Seller will perform all of its  obligations under the Purchase and Contribution Agreement and enforce the  Purchase and Contribution Agreement in accordance with its terms;   (f) Nature of Business.  The Seller will not engage in any business  activities other than those contemplated by the Transaction Documents and will not  create or form any subsidiary;   (g) Mergers, Etc.  The Seller will not merge with or into or consolidate  with or into, or convey, transfer, lease or otherwise dispose of (whether in one  transaction or in a series of transactions), all or substantially all of its assets  (whether now owned or hereafter acquired) to, or acquire all or substantially all of  the assets or capital stock or other ownership interest of, or enter into any joint  venture or partnership agreement with, any Person, other than as contemplated by  the Transaction Documents.  No other Ferguson Party will (a) consolidate or merge  with or into any other person or (b) sell, lease or otherwise transfer (in one  transaction or in a series of transactions) all or substantially all of its assets to any  other person; provided, that (i) any personPerson may consolidate or merge with or  into the Parent in a transaction in which the Parent is the surviving Person, (ii) any  Person may consolidate or merge with or into any Originator in a transaction in  which such Originator is the surviving Person, (iii) any Originator may consolidate  or merge with or into any other Originator in a transaction in which one or the other  such Originator is the surviving Person, and (iiiiv) if at the time thereof and  immediately after giving effect thereto no Default (as defined in the Credit  Agreement) or Event of Default (as defined in the Credit Agreement) under the  Credit Agreement shall have occurred and be continuing, any Person may  consolidate or merge with or into the Parent, and the Parent may consolidate or  merge with or into any Person, as long as the surviving entity, if other than the  Parent, has unsecured debt ratings at least equal to those of the Parent (prior to  consolidation or merger) and the surviving entity assumes the obligations of the  Parent under this Agreement pursuant to an agreement executed and delivered to  the Facility Agents in a form reasonably satisfactory to the Required Facility  Agents;  





 






  -96-   (h) Distributions, Etc.  The Seller will not declare or make any dividend  payment or other distribution of assets, properties, cash, rights, obligations or  securities on account of any membership interests or other equity interests of the  Seller, or return any capital to its members or other equity holders as such, or  purchase, retire, defease, redeem or otherwise acquire for value or make any  payment in respect of any membership interests or other equity of the Seller or any  warrants, rights or options to acquire any membership interests or other equity of  the Seller, now or hereafter outstanding; provided, however, that the Seller may  declare and pay cash dividends to its member out of Collections available for such  purpose pursuant to the Transaction Documents so long as (i) no Termination  Event or Potential Termination Event shall then exist or would occur as a result  thereof, (ii) such dividends are in compliance with all applicable law including the  Delaware Limited Liability Company Act, and (iii) such dividends have been  approved by all necessary and appropriate limited liability company action of the  Seller and its board of directors;    (i) Debt.  The Seller will not create, incur, guarantee, assume or suffer  to exist any indebtedness or other liabilities, whether direct or contingent, other  than the incurrence of obligations pursuant to, and, as contemplated in, the  Transaction Documents and the incurrence of operating expenses in the ordinary  course of business or other liabilities;    (j) Sales, Liens.  The Seller will not sell, assign (by operation of law or  otherwise) or otherwise dispose of, or grant any option with respect to, or create or  suffer to exist any adverse claim upon (including the filing of any financing  statement) or with respect to, any Receivable, Related Security or Collection, or  upon or with respect to any Contract under which any Receivable arises, or any  Lockbox or Account or any amounts from time to time on deposit therein or  credited thereto, or assign any right to receive income with respect thereto (other  than, in each case the creation of the interests therein in favor of the Administrative  Agent or the sale or assignment of a Reassigned Receivable pursuant to Section  2.01A hereof), and the Seller will defend the right, title and interest of the  Administrative Agent in, to and under any of the foregoing property, against all  claims of third parties claiming through or under the Seller or an Originator;   (k) ERISA.    (i)  Neither it nor any of its ERISA Affiliates shall (A)  adopt or institute any Plan; (B) take any action which will result in the partial or  complete withdrawal, within the meanings of Sections 4203 and 4205 of ERISA,  from a Multiemployer Plan; (C) engage or permit any Ferguson Party, or any  Subsidiary or Affiliate thereof to engage in any transaction prohibited by Section  406 of ERISA or Section 4975 of the Code involving any Plan which would subject  such Ferguson Party or any ERISA Affiliate thereof to any tax, penalty or other  liability including a liability to indemnify; (D) incur or allow to  exist any failure by  any Plan to satisfy the minimum funding standard (within the meaning of Section  412 of the Code or Section 302 of ERISA); (E) fail to make full payment when due  (including any permissible extensions) of all amounts due as contributions to any  





 






  -97-  Plan or Multiemployer Plan; or (F) fail to comply with the requirements of Section  4980B of the Code or Part 6 of Title I(B) of ERISA, where singly or cumulatively,  the above could reasonably be expected to have a Material Adverse Effect; and    (ii)  Neither it nor any Subsidiary thereof shall (A) engage in  any transaction prohibited by any Governmental Authority applicable to any  Foreign Plan; (B) fail to make full payment when due of all amounts due as  contributions to any Foreign Plan; or (C) otherwise fail to comply with the  requirements of any Governmental Authority applicable to any Foreign Plan,  where singly or cumulatively, the above could have a Material Adverse Effect; and   (l) Commingling.    It will not direct any funds to be deposited into any  Lockbox Account or Depositary Account other than Collections of Receivables;  provided, however, that it may direct or allow Collections of Acquisition  Receivables being prepared for reporting on an Approved Data Reporting System  in accordance with Section 11.21 hereof to be so deposited in an aggregate amount  not in excess of  $15,000,000 (as determined  on the last day of each Calculation  Period and reported in the related Monthly Report) until the applicable Inclusion  Date for such Acquisition Receivables (after which Inclusion Date, no such limit  will apply).   Section 7.03. Separateness Covenants.  Until the Facility Termination, except as set forth  below, each of the Ferguson Parties (as applicable) covenants and agrees as follows:   (a) The Seller will at all times maintain at least one independent director or  manager who (i) is not currently and has not been during the five years preceding the date  of this Agreement an officer, director or employee of any of the Parent, Ferguson, any  other Originator, the Servicer, or any of their respective Affiliates or Subsidiaries (except  the Seller) (collectively, the “Other Companies”), (ii) is not a current or former officer or  employee of the Seller, (iii) is not a stockholder of any of the Other Companies or any of  their respective Affiliates, and (iv) who (A) has prior experience as an independent director  for a corporation or manager for a limited liability company whose charter documents  required the unanimous consent of all independent directors thereof before such  corporation or limited liability company could consent to the institution of bankruptcy or  insolvency proceedings against it or could file a petition seeking relief under any  applicable federal or state law relating to bankruptcy and (B) has at least three years of  employment experience with one or more entities that provide, in the ordinary course of  their respective businesses, advisory, management or placement services to issuers of  securitization or structured finance instruments, agreements or securities.  The Seller will  provide not less than 30 business days’ prior written notice to the Administrative Agent  and the Facility Agents in the event of the replacement of the Seller’s independent director  or manager;   (b) The Seller will conduct its business in its own name and from an office  separate from that of the Other Companies (but which may be located in the same facility  as one or more of the Other Companies).  The Seller will have stationery and other business  





 






  -98-  forms separate from that of the Other Companies;   (c) The Seller will at all times be adequately capitalized in light of its  contemplated business;   (d) The Seller will at all times provide for its own operating expenses and  liabilities from its own funds except that common overhead expenses may be shared by the  Seller one or more of the Other Companies on a basis reasonably related to use;   (e) The Seller will maintain its assets and transactions separately from those of  the Other Companies and reflect such assets and transactions in financial statements  separate and distinct from those of the Other Companies and evidence such assets and  transactions by appropriate entries in books and records separate and distinct from those of  the Other Companies.  The Seller will hold itself out to the public under the Seller’s own  name as a legal entity separate and distinct from the Other Companies.  The Seller will not  hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any  obligations of the Other Companies;   (f) The Seller will hold at least one annual duly noticed meeting of its board of  directors, make and retain minutes of such meetings and otherwise observe all limited  liability company formalities as a distinct entity;   (g) The Seller will prepare its financial statements separately from those of any  of the Other Companies and will insure that any consolidated financial statements of any  Other Company that are filed with the SEC or any other Official Body or are furnished to  any creditors of any Other Company will include notes clearly stating that the Seller is a  separate corporate entity and that its assets are available first and foremost to satisfy the  claims of the creditors of the Seller;   (h) The Seller will not direct or participate in the management of any of the  Other Companies’ operations;   (i) The Seller will not maintain any joint account with any Other Company or  become liable as a guarantor or otherwise with respect to, or grant a security interest in any  of its assets to secure, any debt or contractual obligation of any Other Company;   (j) The Seller will not engage in any transaction with, or make loans, advances  or otherwise extend credit to, any of the Other Companies except as expressly  contemplated by the Transaction Documents;   (k) The Seller will maintain its Limited Liability Company Agreement in  conformity with this Agreement such that it does not amend, restate, supplement or  otherwise modify its Limited Liability Company Agreement in any respect that would  impair its ability to comply with the terms or provisions of any of the Transaction  Documents;  





 






  -99-   (l) Such Ferguson Party (other than the Seller) will take all actions necessary to  maintain the Seller as a separate, limited purpose subsidiary of Ferguson pursuant to, and  in accordance with the terms of, the Seller’s Limited Liability Company Agreement; and   (m) Such Ferguson Party (other than the Seller) will take such other actions as  are necessary on its part to ensure that the facts and assumptions set forth in the opinions  issued by Mayer Brown LLP, as counsel for Seller, in connection with the Facility on the  Original Closing Date and May 19, 2021and relating to substantive consolidation issues,  and in the certificates accompanying such opinion, remain true and correct in all material  respects at all times.  ARTICLE VIII    TERMINATION     Section 8.01. Termination Events.  The occurrence of each of the following events shall  constitute a “Termination Event”:   (a) Failure of any Ferguson Party (other than Ferguson when acting in its  capacity as Servicer) to perform or observe any covenant or agreement under the  Transaction Documents, and such failure shall continue for five (5) Business Days after  such applicable party receives written notice or has actual knowledge of such failure;    (b) Failure of any Ferguson Party (other than Ferguson when acting in its  capacity as Servicer) to make when due any payment or deposit required to be made by it  under any Transaction Document, and such failure shall continue for one (1) Business Day  with respect to payments of principal and three (3) Business Days with respect to all other  payments under any Transaction Document;   (c) Any representation or warranty made or deemed made by any Ferguson  Party (other than Ferguson when acting in its capacity as Servicer) under or in connection  with any Transaction Document or any certificate, report or other statement delivered by  such Ferguson Party pursuant to the terms set forth in the Transaction Documents shall  prove to have been incorrect or untrue in any material respect when made or deemed made  or delivered (unless such representation or warranty in Section 6.01(d) or Section 6.01(g)  herein relates solely to one or more specific Receivables and immediately following the  removal of the related Receivables from the Net Receivables Balance, the Percentage  Interest does not exceed 100%;   (d) the occurrence of (i) an event of default as defined in any mortgage,  indenture, agreement or instrument under which there may be issued or evidenced, any  indebtedness of the Seller in excess of $50,000; or (ii) an event of default as defined in any  mortgage, indenture, agreement or instrument under which there may be issued or  evidenced, any indebtedness  of any other Ferguson Party (A) relating to the payment of  principal of, or interest on, such indebtedness, but only if such indebtedness is in an  aggregate amount exceeding $25,000,00075,000,000 or (B) of any other type which shall  





 






  -100-  result in such  indebtedness being accelerated, but only if such indebtedness is in an  aggregate amount exceeding $25,000,00075,000,000;     (e) (i)  One or more judgments or decrees involving a liability in excess of  $50,000 shall be entered against the Seller; (ii) one or more judgments or decrees shall be  entered against any Ferguson Party (other than the Seller) or any of their respective  Subsidiaries or any combination thereof involving in the aggregate a liability (not paid or  fully covered by insurance) of $25,000,000 and, in the case of either clause (i) or clause  (ii), such judgments or decrees shall not have been vacated, dismissed, discharged or  stayed within 3060 days from the entry thereof;     (f) Any Ferguson Party shall (i) apply for or consent to the appointment of a  receiver, trustee, liquidator or custodian or the like of itself or of all or a substantial part of  its property, (ii) become unable, admit in writing its inability or fail to pay its debts  generally as they become due, (iii) make a general assignment for the benefit of creditors,  (iv) be adjudicated a bankrupt or insolvent, (v) commence a voluntary case under the  Federal Bankruptcy Code or any applicable bankruptcy or insolvency Law of Jersey or file  a voluntary petition or answer seeking reorganization, an arrangement with creditors or an  order for relief or seeking to take advantage of any insolvency law or file an answer  admitting the material allegations of a petition filed against it in any bankruptcy,  reorganization or insolvency proceeding, or action shall be taken by it for the purpose of  effecting any of the foregoing, or (vi) if without the application, approval or consent of any  Ferguson Party, a proceeding shall be instituted in any court of competent jurisdiction,  under any law relating to bankruptcy, insolvency, reorganization or relief of debtors,  seeking in respect of such Ferguson Party an order for relief or an adjudication in  bankruptcy, reorganization, dissolution, winding up, liquidation, a composition or  arrangement with creditors, a readjustment of debts, the appointment of a trustee, receiver,  liquidator or custodian or the like of such Ferguson Party or of all or any substantial part of  its assets, or other like relief in respect thereof under any bankruptcy or insolvency law,  and, if such proceeding is being contested (A) is not challenged by appropriate means by  such Ferguson Party in good faith,within thirty (30) days and (B) the same shall (A) result  in the entry of an order for relief or any such adjudication or appointment or (B) continue  undismissed or unstayed for any period of 60 consecutive days after commencement of  such case;    (g) The Administrative Agent (for the benefit of the Purchasers and the LC  Banks) shall cease to have, for any reason, a valid and perfected first priority ownership or  security interest in the Receivables, the Related Security and the Collections;   (h) [Reserved];   (i) Any Transaction Document shall terminate in whole or in part (except in  accordance with its terms or with the consent of the parties thereto) or shall cease to be  effective or to be legally valid, binding and enforceable obligation of any one of the  Ferguson Parties, or any one of the Ferguson Parties shall directly or indirectly contest such  effectiveness, validity, binding nature or enforceability of any such Transaction Document;  





 






  -101-   (j) 3-month rolling average Dilution Ratio exceeds 9.25%;   (k) 3-month rolling average Delinquency Ratio exceeds 6.006.50%;     (l) 3-month rolling average Default Ratio exceeds 2.002.50%;     (m) the Annual Gross Write-off Ratio exceeds 1.00%;   (n) 3-month rolling average of Days Sales Outstanding exceeds 46 days;   (o) the Percentage Interest exceeds (i) 100%, and such circumstance continues  for two (2) consecutive Business Days (one (1) Business Day on or after a Downgrade  Event) the Seller knows or should know of such circumstance;   (p) a Servicer Default shall occur;   (q) a Change of Control of Ferguson, any Originator, the Seller or the Parent  (other than, in the case of the Parent, a “Permitted Change of Control” as defined in the  Credit Agreement) shall occur; or   (r) there shall have been filed against any Ferguson Party (i) notice of a  material federal tax Lien from the Internal Revenue Service, which either individually or in  the aggregate, could reasonably be expected to have a Material Adverse Effect, and five (5)  days shall have elapsed without such notice having been effectively withdrawn or such  Lien having been released or discharged, (ii) notice of a material Lien from the PBGC  under Section 430(k) of the Code or Section 303(k) of ERISA for a failure to make a  required installment or other payment to plan to which either of such sections applies and  five (5) days shall have elapsed without such notice having been effectively withdrawn or  such Lien having been released or discharged, or (iii) a notice of any other Lien the  existence of which could reasonably be expected to have a Material Adverse Effect with  respect to such Person and thirty (30) days shall have elapsed without such notice having  been effectively withdrawn or such Lien having been released or discharged; or   (s) there shall occur any change in the business, financial or other condition of  any Ferguson Party which could reasonably be expected to have, as to any Ferguson Party,  a Material Adverse Effect.   Section 8.02. Consequences of a Termination Event.  (a)  Upon the occurrence and  continuance of any Termination Event, the Administrative Agent may, or at the direction of the  Required Facility Agents shall, by written notice to the Ferguson Parties, determine to commence  the wind-down period during or after which no Reinvestment Purchases shall be made; provided,  that, upon the occurrence of the Termination Event specified in Section 8.01(f) above, the  wind-down period shall be deemed to commence automatically.  In addition, (i) upon the  occurrence and continuance of any Termination Event, (A) the Percentage Interest shall be  increased to 100% and all Collections will be applied to repay the Facility, (B) pricing on the  Facility will be at the Default Rate, (C) the Administrative Agent may, or at the direction of the  





 






  -102-  Required Facility Agents shall, deliver the notices of exclusive control to the Depositary Banks  under the Blocked Account Agreements, and (D) the Administrative Agent may, or at the direction  of the Required Facility Agent shall, replace the Servicer and (ii) upon the occurrence of the  Termination Date, (X) the Maximum Net Investment shall be reduced as of each calendar date  thereafter equal to the Aggregate Exposure Amount as of such date (and each Purchase Group’s  Exposure Amount will be reduced ratably) and (Y) the Seller shall deposit into the LC Cash  Collateral Account the amount necessary to cause the amount therein to be equal to the Required  LC Cash Collateral Amount.   (b) Upon the occurrence and continuance of any Termination Event, the Purchasers, the  LC Banks, the Facility Agents and the Administrative Agent shall have, in addition to all rights  and remedies under this Agreement or otherwise, all other rights and remedies provided under the  UCC of the applicable jurisdiction and under other applicable Laws, which rights shall be  cumulative.   (c) The parties hereto acknowledge that this Agreement is, and is intended to be, a  contract to extend financial accommodations to the Seller within the meaning of Section  365(e)(2)(B) of the Bankruptcy Code (11 U.S.C. § 365(e)(2)(B)) (or any amended or successor  provision thereof or any amended or successor code).  ARTICLE IX    THE ADMINISTRATIVE AGENT AND THE FACILITY AGENTS     Section 9.01. Authorization and Action.  (a)  Each Facility Agent, each Purchaser and each  LC Bank hereby appoints RBC as Administrative Agent hereunder and authorizes the  Administrative to take such action as agent on its behalf and to exercise such powers as are  delegated to the Administrative Agent by the terms hereof, together with such powers as are  reasonably incidental thereto.  When requested to do so by a Facility Agent, the Required Facility  Agents or the Facility Agents (as the context herein requires or allows), the Administrative Agent  shall take such action or refrain from taking such action consistent with its duties hereunder and  under the other Transaction Documents as a Facility Agent, the Required Facility Agents or the  Facility Agents, as the case may be, direct under or in connection with or on any matter relating to  any Ferguson Party, this Agreement and all other Transaction Documents.  In the event of a  conflict between a determination or calculation made by the Administrative Agent and a  determination or calculation made by any Purchaser, LC Bank or any Facility Agent, the  determination or calculation of the Purchaser, the LC Bank or the Facility Agent shall control  absent manifest error.   (b) Each Purchaser and LC Bank (if any) in a Purchase Group hereby accepts the  appointment of the applicable Facility Agent hereunder, and authorizes such Facility Agent to take  such action on its behalf under the provisions of this Agreement and to exercise such powers and  perform such duties as are expressly delegated to such Facility Agent by the terms of this  Agreement, if any, together with such other powers as are reasonably incidental thereto.  Each  other Purchaser or LC Bank within any other Purchase Group hereby accepts the appointment of  the related Facility Agent for such Purchase Group and authorizes and empowers such Facility  





 






  -103-  Agent as provided in the preceding sentence.   (c) Except for actions which the Administrative Agent or any Facility Agent is expressly  required to take pursuant to this Agreement or any Conduit Support Document, neither the  Administrative Agent nor any Facility Agent shall be required to take any action which exposes  the Administrative Agent or such Facility Agent to personal liability or which is contrary to  applicable Law unless the Administrative Agent or such Facility Agent shall receive further  assurances to its satisfaction from the Purchasers and LC Banks of the indemnification obligations  under Section 9.06 hereof against any and all liability and expense which may be incurred in  taking or continuing to take such action.  The Administrative Agent agrees to give to each Facility  Agent, each Purchaser and each LC Bank prompt notice of each notice and determination given to  it by any Ferguson Party or any Depositary Bank or by it to any Ferguson Party or any Depositary  Bank, pursuant to the terms of this Agreement.  Each Facility Agent agrees to give the  Administrative Agent and such Facility Agent’s respective Purchasers and LC Banks prompt  notice of each notice and determination given to it by any Ferguson Party, any Depositary Bank or  by it to any Ferguson Party or any Depositary Bank, pursuant to the terms of this Agreement.   Notwithstanding the foregoing, neither the Administrative Agent nor any Facility Agent shall be  deemed to have knowledge or notice of the occurrence and continuance of any Termination Event  unless the Administrative Agent or such Facility Agent has received written notice from a  Conduit  Purchaser, a Committed Purchaser, any LC Bank, any other Facility Agent, the Seller or the  Servicer referring to this Agreement, describing such Termination Event and stating that such  notice is a “notice of a Termination Event.”  Subject to Section 9.07 hereof, the appointment and  authority of the Administrative Agent and each Facility Agent hereunder shall terminate on the  date of Facility Termination.   (d) For the avoidance of doubt, notwithstanding any other provision hereof, (i) no  Facility Agent in its capacity as such shall have any purchase, reinvestment or funding  commitment or obligation hereunder, nor be obligated to remit funds to the Seller hereunder,  unless such funds are received from the applicable Conduit Purchaser or Committed Purchaser,  and (ii) no Facility Agent shall have any personal liability for any default by its Conduit Purchaser  or Committed Purchaser hereunder.   Section 9.02. UCC Filings.  The Administrative Agent, the Purchasers, the LC Banks, the  Facility Agents, the Seller, Originators, the Servicer and the Parent expressly recognize and agree  that the Administrative Agent may be listed as the assignee or secured party of record on, and the  Administrative Agent, the Facility Agents, the Purchasers, the LC Banks, expressly authorize the  Administrative Agent to execute on their behalf as their agent, the various UCC filings required to  be made hereunder and under the Transaction Documents in order to perfect the sale and  assignment of the Receivable Interest from the Seller to the Facility Agents, for the benefit of the  Purchasers and the LC Banks, that such listing and/or execution shall be for administrative  convenience only in creating a record or nominee owner to take certain actions hereunder on  behalf of the Facility Agents, the Purchasers and the LC Banks or to execute UCC filings on behalf  of the Facility Agents, the Purchasers and the LC Banks and that such listing and/or execution will  not affect in any way the status of the Administrative Agent, the Facility Agents, and the  Purchasers and the LC Banks as the beneficial owners of, and secured parties with respect to, the  Receivable Interest.  In addition, such listing or execution shall impose no duties on the  





 






  -104-  Administrative Agent other than those expressly and specifically undertaken in accordance with  this Article IX.  In furtherance of the foregoing, the Administrative Agent, each Facility Agent,  Purchaser and LC Bank shall be entitled to enforce their respective rights created under this  Agreement without the need to conduct such enforcement through the Administrative Agent  except as provided herein.   Section 9.03. Administrative Agent’s and Facility Agents’ Reliance, Etc.  (a)  Neither the  Administrative Agent nor any Facility Agent nor any of their respective directors, officers, agents  or employees shall be liable to the Purchasers, the Administrative Agent or the Facility Agents for  any action taken or omitted to be taken by it or them as Administrative Agent or Facility Agent  under or in connection with this Agreement (including, without limitation, the Administrative  Agent’s servicing, administering or collecting Receivables as Servicer pursuant to Section 4.01(c)  hereof), except for its or their own gross negligence or willful misconduct as determined by a court  of competent jurisdiction in a final non-appealable order.  Without limiting the foregoing, the  Administrative Agent and each Facility Agent:  (i) may consult with legal counsel, independent  public accountants and other experts selected by it and shall not be liable for any action taken or  omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants  or experts; (ii) makes no warranty or representation to any Purchaser or LC Bank and shall not be  responsible to any Purchaser or LC Bank for any statements, warranties or representations made  by any Ferguson Party in connection with this Agreement or any Transaction Agreement; (iii)  shall not have any duty to ascertain or to inquire as to the performance or observance of any of the  terms, covenants or conditions of this Agreement or any Transaction Agreement on the part of any  Ferguson Party or to inspect the property (including the books and records) of any Ferguson Party;  (iv) shall not be responsible to any Purchaser for the due execution, legality, validity,  enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or  document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this  Agreement by acting upon any notice (including notice by telephone), consent, certificate or other  instrument or writing (which may be by telex or electronic means) believed by it in good faith to be  genuine and signed or sent by the proper party or parties.   (b) Each Facility Agent shall determine with its related Purchasers and LC Banks, the  number of such (each, a “Voting Block”) which shall be required to request or direct such Facility  Agent to take action, or refrain from taking action, under this Agreement and the other Transaction  Documents on behalf of such Purchasers and LC Banks.  Such Facility Agent shall in all cases be  fully protected in acting, or in refraining from acting, under this Agreement in accordance with a  request of its appropriate Voting Block, and such request and any action taken or failure to act  pursuant thereto shall be binding upon all of such Facility Agent’s Purchasers and LC Banks.   (c) Unless otherwise advised in writing by a Facility Agent or by any Purchaser or LC  Bank on whose behalf such Facility Agent is purportedly acting, each party to this Agreement may  assume that (i) such Facility Agent is acting for the benefit of each of its respective Purchasers and  LC Banks, as well as for the benefit of each assignee or other transferee from any such Purchaser  or LC Bank, and (ii) such action taken by such Facility Agent has been duly authorized and  approved by all necessary action on the part of the Purchasers and LC Banks on whose behalf it is  purportedly acting.  Each Conduit Purchaser (or, with the consent of all other members of the  respective Purchase Group then existing, any other Purchaser or LC Bank) shall have the right to  





 






  -105-  designate a Facility Agent (which may be itself) to act on its behalf and on behalf of its assignees  and transferees for purposes of this Agreement by giving to the Administrative Agent written  notice thereof signed by such Purchaser(s) and/or LC Bank(s) and the newly designated Facility  Agent; provided, however, if such new Facility Agent is not an Affiliate of a Facility Agent that is  party hereto, any such designation of a new Facility Agent shall require the consent of the Seller,  which consent shall not be unreasonably withheld.  Such notice shall be effective when receipt  thereof is acknowledged by the Administrative Agent, which acknowledgement the  Administrative Agent shall not unreasonably delay giving, and thereafter the party named as such  therein shall be Facility Agent for such Purchasers and LC Banks under this Agreement.  Each  Facility Agent and its respective Purchasers and LC Banks shall agree among themselves as to the  circumstances and procedures for removal and resignation of such Facility Agent.   Section 9.04. Non-Reliance on the Administrative Agents and the Facility Agents.  Without  limiting the generality of any other provision of this Agreement: (a) each of the Conduit  Purchasers, the Committed Purchasers, the LC Banks and the Facility Agents expressly  acknowledges that neither the Administrative Agent nor any of their respective officers, directors,  employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it  and that no act by the Administrative Agent hereinafter taken, including any review of the affairs  of any Ferguson Party, shall be deemed to constitute any representation or warranty by the  Administrative Agent to any such Person.  Each of the Conduit Purchasers, the Committed  Purchasers, the LC Banks and the Facility Agents represents to the Administrative Agent that it  has, independently and without reliance upon the Administrative Agent or any other Conduit  Purchaser, Committed Purchaser, LC Bank or Facility Agent and based on such documents and  information as it has deemed appropriate, made its own appraisal of and investigation into the  business, operations, property, financial and other condition and creditworthiness of any Ferguson  Party and made its own decision to enter into this Agreement.  Each of the Conduit Purchasers, the  Committed Purchasers, the LC Banks and the Facility Agents also represents that it will,  independently and without reliance upon the Administrative Agent or any other Conduit  Purchaser, Committed Purchaser, LC Bank or Facility Agent, and based on such documents and  information as it shall deem appropriate at the time, continue to make its own credit analysis,  appraisals and decisions in taking or not taking action under this Agreement and the other  Transaction Documents, and to make such investigation as it deems necessary to inform itself as to  the business, operations, property, financial and other condition and creditworthiness of any  Ferguson Party.  Except for notices, reports and other documents expressly required to be  furnished to the Facility Agents, the other Purchasers and LC Banks by the Administrative Agent  hereunder, the Administrative Agent shall have no duty or responsibility to provide any Conduit  Purchaser, any Committed Purchaser, any LC Bank or any Facility Agent with any credit or other  information concerning the business, operations, property, condition (financial or otherwise),  prospects or creditworthiness of any Ferguson Party which may come into the possession of the  Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or  Affiliates.  Each of the Committed Purchasers and LC Banks expressly acknowledges that neither its  Facility Agent (or any other Facility Agent) nor any of its officers, directors, employees, agents,  attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by its  Facility Agent (or any other Facility Agent) hereinafter taken, including any review of the affairs  





 






  -106-  of any Ferguson Party shall be deemed to constitute any representation or warranty by any Facility  Agent to any such Person.  Each of the Committed Purchasers and LC Banks represents to the  Facility Agents that it has, independently and without reliance upon its Facility Agent or any other  Committed Purchaser, LC Bank or Facility Agent and based on such documents and information  as it has deemed appropriate, made its own appraisal of and investigation into the business,  operations, property, financial and other condition and creditworthiness of each Ferguson Party  made its own decision to enter into this Agreement.  Each of the Committed Purchasers and LC  Banks also represents that it will, independently and without reliance upon its Facility Agent, any  other Committed Purchaser, LC Bank or Facility Agent, and based on such documents and  information as it shall deem appropriate at the time, continue to make its own credit analysis,  appraisals and decisions in taking or not taking action under this Agreement and the other  Transaction Documents, and to make such investigation as it deems necessary to inform itself as to  the business, operations, property, financial and other condition and creditworthiness of each  Ferguson Party.  Except for notices, reports and other documents expressly required to be  furnished to any Purchaser or LC Bank by its Facility Agent hereunder, no Facility Agent shall  have any duty or responsibility to provide any Purchaser or LC Bank with any credit or other  information concerning the business, operations, property, condition (financial or otherwise),  prospects or creditworthiness of any Ferguson Party which may come into the possession of such  Facility Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.   Section 9.05. Administrative Agent, Facility Agents and Affiliates.  RBC, each Facility  Agent and their respective Affiliates may generally engage in any kind of business with any  Ferguson Party or any Obligor, any of their respective Affiliates and any Person who may do  business with or own securities of any Ferguson Party or any Obligor or any of their respective  Affiliates, all as if such parties did not have the agency agreements contemplated by this  Agreement and without any duty to account therefor to the Purchasers or the LC Banks.   Section 9.06. Indemnification.  (a)  The Committed Purchasers and LC Banks in each  Purchase Groups (proportionately, among the Purchase Groups, in accordance with their  respective Purchase Group Percentages) severally agrees to indemnify the Administrative Agent  (to the extent not reimbursed by the Seller or the Servicer), from and against any and all liabilities,  obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements  of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the  Administrative Agent in any way relating to or arising out of this Agreement or any action taken or  omitted by the Administrative Agent under this Agreement; provided, that (i) no Committed  Purchaser or LC Bank shall be liable for any portion of such liabilities, obligations, losses,  damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting or arising  from  the Administrative Agent’s gross negligence or willful misconduct as determined by a court  of competent jurisdiction in a final non-appealable order and (ii) no Committed Purchaser or LC  Bank shall be liable for any amount in respect of any compromise or settlement or any of the  foregoing unless such compromise or settlement is approved by the Facility Agents.  Without  limitation of the generality of the foregoing, the Committed Purchasers and LC Banks in each  Purchase Groups (proportionately, among the Purchase Groups, in accordance with their  respective Purchase Group Percentages) agree to reimburse the Administrative Agent (to the  extent not reimbursed by the Seller or the Servicer), promptly upon demand, for any reasonable  out-of-pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent  





 






  -107-  in connection with the administration, modification, amendment or enforcement (whether through  negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or  responsibilities under, this Agreement; provided, that no Purchaser or LC Bank shall be  responsible for the costs and expenses of  the Administrative Agent in defending itself against any  claim alleging the gross negligence or willful misconduct of  the Administrative Agent to the  extent such gross negligence or willful misconduct is determined by a court of competent  jurisdiction in a final and non-appealable decision.   (b) Each Purchaser and LC Bank also agrees to indemnify the Administrative Agent,  within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Purchaser  or LC Bank (but only to the extent that the Seller has not already indemnified the Administrative  Agent for such Indemnified Taxes and without limiting the obligation of the Seller to do so), (ii)  any Taxes attributable to such Purchaser’s or LC Bank’s failure to comply with the provisions of  Section 11.02 relating to the maintenance of a participant register and (iii) any Excluded Taxes  attributable to such Purchaser or LC Bank, in each case that are payable or paid by the  Administrative Agent in connection with any Transaction 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.   Section 9.07. Successor Administrative Agent.  The Administrative Agent may resign at  any time by giving at least sixty days’ written notice thereof to the Purchasers, the LC Banks, the  Facility Agents, the Seller, Originators, the Servicer and the Parent.  Upon the resignation of the  Administrative Agent, the Seller shall have the right to appoint a successor Administrative Agent  approved by the Facility Agents (which approval will not be unreasonably withheld or delayed).  If  no successor Administrative Agent shall have been so appointed by the Seller, and shall have  accepted such appointment, within thirty days after the retiring Administrative Agent’s delivery of  notice of resignation, then the retiring Administrative Agent may appoint a successor  Administrative Agent which, if such successor Administrative Agent is not an Affiliate of any of  the Facility Agents, is approved by the Seller (which approval will not be unreasonably withheld  or delayed), and which successor Administrative Agent shall be (a) a commercial bank having a  combined capital and surplus of at least $250,000,000 and (b) experienced in the types of  transactions contemplated by this Agreement.  Upon the acceptance of any appointment as  Administrative Agent hereunder by a successor Administrative Agent, such successor  Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers,  privileges and duties of the retiring Administrative Agent, and the retiring  Administrative Agent  shall be discharged from its duties and obligations under this Agreement.  After any retiring  Administrative Agent’s resignation or removal hereunder, the provisions of this Article IX shall  inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative  Agent under this Agreement.   Section 9.08. Erroneous Payments.   (a) If the Administrative Agent notifies a Purchaser  (any such Purchaser, a “Payment Recipient”) that the Administrative Agent has determined in its  reasonable sole discretion (whether or not after receipt of any notice under immediately  succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative  Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or  mistakenly received by, such Payment Recipient (whether or not known to such Payment  





 






  -108-  Recipient)  (any such funds, whether received as a payment, prepayment or repayment of  principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous  Payment”) and demands the return of such Erroneous Payment (or a portion thereof) (provided  that, without limiting any of its other rights or remedies (whether at law or in equity), the  Administrative Agent may not make any such demand under this clause (a) with respect to an  Erroneous Payment unless such demand is made within 10 Business Days of the date of receipt of  such Erroneous Payment by the applicable Payment Recipient), such Erroneous Payment shall at  all times remain the property of the Administrative Agent and shall be segregated by the Payment  Recipient and held in trust for the benefit of the Administrative Agent, and such Payment  Recipient shall promptly, but in no event later than two Business Days thereafter, return to the  Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which  such a demand was made, in same day funds (in the currency so received), together with interest  thereon in respect of each day from and including the date such Erroneous Payment (or portion  thereof) was received by such Payment Recipient to the date such amount is repaid to the  Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate  determined by the Administrative Agent in accordance with banking industry rules on interbank  compensation from time to time in effect.  A notice of the Administrative Agent to any Payment  Recipient under this clause (a) shall be conclusive, absent demonstrable error.   (b) Without limiting immediately preceding clause (a), each Payment Recipient hereby  further agrees that if it receives a payment, prepayment or repayment (whether received as a  payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the  Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a  different date from, that specified in a notice of payment, prepayment or repayment sent by the  Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or  repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or  repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Payment  Recipient, otherwise becomes aware was transmitted to it, or received by it, in error or by mistake  (in whole or in part), then:   (i) (A) in the case of immediately preceding clauses (x) or (y), an error shall be  presumed to have been made (absent written confirmation from the Administrative Agent  to the contrary) or (B) an error has been made (in the case of immediately preceding clause  (z)), in each case, with respect to such payment, prepayment or repayment; and   (ii) such Payment Recipient shall (and shall cause any of its Affiliates that  receives all or a portion of such payment, prepayment or repayment on its respective behalf  to) promptly (and, in all events, within one Business Day of its knowledge of such error)  notify the Administrative Agent of its receipt of such payment, prepayment or repayment,  the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent  pursuant to this Section 9.08(b).   (c) Each Payment Recipient hereby authorizes the Administrative Agent to set off, net  and apply any and all amounts at any time owing to such Payment Recipient under any Transaction  Document, or otherwise payable or distributable by the Administrative Agent to such Payment  Recipient from any source, against any amount due to the Administrative Agent under the  





 






  -109-  immediately preceding clause (a) or under the indemnification provisions of this Agreement. In  addition, each party hereto agrees that, irrespective of whether the Administrative Agent may be  equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights  and interests of the applicable Payment Recipient under the Transaction Documents with respect  to each Erroneous Payment (or portion thereof that is not returned to the Administrative Agent as  provided herein) (the “Erroneous Payment Subrogation Rights”).   (d) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay,  discharge or otherwise satisfy any obligations owed by the Seller, any Originator, the Servicer,  the  Parent or any Facility Agent to the Administrative Agent; provided that this Section 9.08 shall not  be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or  accelerating the due date for), the obligations of the Seller, any Originator the Servicer or the  Parent relative to the amount (and/or timing for payment) of the Aggregate Capital and other  obligations that would have been payable had such Erroneous Payment not been made by the  Administrative Agent; provided, further, that for the avoidance of doubt, this clause (d) shall not  apply to the extent any such Erroneous Payment is, and solely with respect to the amount of such  Erroneous Payment that is, comprised of funds received by the Administrative Agent from the  Seller, any Originator, the Servicer or the Parent for the purpose of making such Erroneous  Payment.   (e) To the extent permitted by applicable law, no Payment Recipient shall assert any  right or claim to  an Erroneous Payment, and hereby waives, and is deemed to waive, any claim,  counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or  counterclaim by the Administrative Agent for the return of any Erroneous Payment received,  including without limitation waiver of any defense based on “discharge for value” or any similar  doctrine.   (f) Each party’s obligations, agreements and waivers under this Section 9.08 shall  survive the resignation or replacement of the Administrative Agent, any transfer of rights or  obligations by, or the replacement of, a Purchaser, the termination of the Purchase Group  Maximum Net Investments and/or the repayment, satisfaction or discharge of all obligations of the  Seller (or any portion thereof) under any Transaction Document.  ARTICLE X    INDEMNIFICATION; EXPENSES     Section 10.01. Indemnity by Seller.  (a)  The Seller shall indemnify the  Administrative Agent, the Facility Agents, the Purchasers, the Support Providers and the LC  Banks and their respective assigns, officers, directors and employees (each, an “Indemnified  Party”) against all liabilities, claims, damages, costs, expenses, or losses (“Losses”) associated  with the Facility, excluding, however, (i) Losses to the extent resulting from the gross negligence  or willful misconduct of the Indemnified Party or the Indemnified Party’s breach of contract under  any Transaction Document or any document delivered pursuant to any of the Transaction  Documents, (ii) recourse (except as provided in this Agreement) for uncollectable Receivables or  (iii) Losses that are due to or relate to Taxes (which are addressed in Section 10.02).  





 






  -110-  Without limiting the foregoing, the Seller shall indemnify the Indemnified Parties for all  Losses resulting from:   (i) False or incorrect representations, warranties or certifications of any  Ferguson Party in any Transaction Document or any document delivered pursuant to any of  the Transaction Documents;   (ii) Failure by any Ferguson Party to comply with applicable law, rules or  regulations related to the Receivables;   (iii) Failure to vest in the Administrative Agent (for the benefit of the Purchasers  and the LC Banks) a first priority perfected ownership or security interest in the  Receivables, the Related Security and the Collections, free and clear of any Liens;   (iv) Failure to file, or delay in filing, any financing statements or similar  instruments or documents under the UCC of any applicable jurisdiction or other applicable  laws with respect to the Receivables, the Related Security or the Collections;   (v) Any dispute, claim or defense of an Obligor (other than discharge in  bankruptcy) to the payment of any Receivable including, without limitation, a defense  based on such Receivable or the related Contract not being a legal, valid or binding  obligation of such Obligor, or any other claim resulting from the sale of the goods or  services related to such Receivable or the furnishing or failure to furnish such goods or  services or relating to collection activities with respect to such Receivable or any Contract  related thereto, or any adjustment, cash discount, warranty, rebate, return of product or  cancellation with respect to such Receivable;   (vi) Failure by any Ferguson Party to perform any of their respective duties or  other obligations or comply with any of their respective covenants under the Transaction  Documents;   (vii) Any products liability, personal injury or damage suit, environmental or  other claim by an Obligor or other third party arising out of the goods or services which are  the subject of any Receivable;   (viii) Any third party investigation, litigation or proceeding (actual or threatened)  related to this Agreement or any other Transaction Document or the transactions  contemplated hereby or thereby, or the use of proceeds of Purchases under this Agreement  or the draw under any Letter of Credit, or in respect of any Receivable;   (ix) Commingling of Collections with any other funds of any Ferguson Party or  any set-off against Collections by any credit card servicers;   (x) Third party claims arising from the Seller’s, any Originator’s or the  Servicer’s administration of the Receivables;  





 






  -111-   (xi) The sale of any Receivable in violation of applicable Law;   (xii) Any setoff by any Obligor;    (xiii) Any Letter of Credit issued pursuant to this Agreement or the use of the  proceeds thereof by the applicable beneficiary or any affiliate, agent, employee or assignee  thereof;   (xiv) The failure of the Seller or any Originator to pay when due any sales,  excise, business and occupation, property or other similar taxes payable in connection with  the Receivables;   (xv) Any action or omission by any Ferguson Party which reduces or impairs the  rights of the Administrative Agent, the Facility Agents, the Purchasers or the LC Banks  with respect to any Receivable and the Related Security and Collections with respect  thereto or the value of any such Receivable and the Related Security and Collections with  respect thereto;    (xvi) Any dispute, suit or claim arising out of any provision in any Contract  restricting or prohibiting sale and assignment of the related Receivables;    (xvii) Overstatement of the balance of any Receivable due to provisions of the  related Contract relating to retainage, data assumptions, cash on delivery sales, or bill and  hold sales, or other similar provisions of comparable effect; and   (xviii) Any dispute, suit or claim arising out of the efforts to collect on a  Reassigned Receivable.  Except as set forth in Section 10.01(a)(xiv) above, all obligations of the Seller with respect  to Taxes are addressed in Section 10.02.   (b) Promptly upon receipt by any Indemnified Party under this Section 10.01 of notice  of the commencement of any suit, action, claim, proceeding or governmental investigation against  such Indemnified Party, such Indemnified Party shall, if a claim in respect thereof is to be made  against the Seller hereunder, notify the Seller in writing of the commencement thereof.  Any notice  claiming compensation under this Section shall set forth in reasonable detail the amount or  amounts to be paid to it hereunder and shall be conclusive in the absence of manifest error.  The  Seller may participate in and assume the defense and settlement of any such suit, action, claim,  proceeding or investigation at its expense, and no settlement thereof shall be made without the  approval of the Seller and such Indemnified Party.  The approval of the Seller and such  Indemnified Party will not be unreasonably withheld or delayed.  After notice from the Seller to  the Indemnified Party of its intention to assume the defense thereof with counsel reasonably  satisfactory to the  Administrative Agent and the Facility Agents, and so long as the Seller so  assumes the defense thereof in a manner reasonably satisfactory to the Administrative Agent and  the Facility Agents, the Seller shall not be liable for any legal expenses of counsel unless there  shall be a conflict between the interests of the Seller and the Indemnified Party, in which case the  





 






  -112-  Indemnified Party(ies) shall have the right to employ one counsel to so represent it (them).   (c) The Seller will promptly pay to the Facility Agent for the Indemnified Party such  indemnity amount as shall be specified to the Seller in a certificate of the Indemnified Party (or its  Facility Agent, on its behalf) setting forth the calculations of such amount, together with the basis  therefor.  Any such certificate submitted by or on behalf of the Indemnified Party shall be  conclusive and binding for all purposes, absent manifest error.   (d) Each Indemnified Party, on behalf of itself, its assigns, officers, directors, officers  and employees, shall use its good faith efforts to mitigate, reduce or eliminate any losses, expenses  or claims for indemnification.   Section 10.02. Indemnity for Taxes.  (a) Any and all payments by or on account of any  obligation of the Seller under any Transaction 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 the Seller) requires the deduction or withholding of any  Tax from any such payment by the Seller, then the Seller 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 Seller 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 10.02) the applicable Indemnified Party receives an  amount equal to the sum it would have received had no such deduction or withholding been made.   (b) The Seller shall timely pay to the relevant Governmental Authority in accordance  with applicable law, or at the written request of the applicable Indemnified Party timely reimburse  it for the payment of, any Other Taxes.   (c) The Seller shall indemnify each Indemnified Party, within 10 days after 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 10.02) payable or paid by such  Indemnified Party or required to be withheld or deducted from a payment to such Indemnified  Party 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.  The Administrative Agent and each Facility Agent will promptly notify the Seller of  any event of which it has knowledge, which will entitle it or any Person in its Purchase Group to  compensation pursuant to this Section 10.02; provided, however, that failure of any Indemnified  Party to demand indemnification for any Taxes shall not constitute a waiver of such right to  indemnification, except that the Seller shall not be required to indemnify an Indemnified Party for  Taxes under this Section 10.02 unless such Indemnified Party notifies the Seller of such claim no  later than 180 days after such Indemnified Party has knowledge of such Taxes being imposed or  arising.  Any notice claiming compensation under this Section 10.02 shall set forth in reasonable  detail the additional amount or amounts to be paid to it hereunder and shall be conclusive in the  absence of manifest error.  Absent manifest error, the Seller shall be obligated to any claim for  Indemnified Taxes promptly upon receipt of such notice.  





 






  -113-   (d) Each Indemnified Party agrees that it will use reasonable efforts to reduce or  eliminate any claim for indemnity pursuant to this Section 10.02 including, subject to applicable  Law, a change in the funding office of such Indemnified Party; provided, however, that nothing  contained herein shall obligate any Indemnified Party to take any action that imposes on such  Indemnified Party any additional costs (without reimbursement) or imposes legal or regulatory  burdens which such Indemnified Party reasonably considers material, nor which, in such  Indemnified Party’s reasonable opinion, would have an adverse effect on its business, operations  or financial condition.   (e) 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  (including by the payment of additional amounts pursuant to this Section), 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 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 subsection (e) 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 subsection (e), in no event will the indemnified party be required to pay any  amount to an indemnifying party pursuant to this subsection (e) 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 (e) 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.   Section 10.03. Indemnity by Originators.  (a) Each Originator shall indemnify the  Indemnified Parties for all Losses (other than recourse for uncollectible Receivables) resulting  from:   (i) False or incorrect representations, warranties or certifications of such  Originator in this Agreement or any document delivered pursuant to this Agreement; and   (ii)  Failure by such Originator to perform any of its duties or other obligations   or comply with any of its covenants under this Agreement.   (b) Promptly upon receipt by any Indemnified Party under this Section 10.03 of notice of  the commencement of any suit, action, claim, proceeding or governmental investigation against  such Indemnified Party, such Indemnified Party shall, if a claim in respect thereof is to be made  against any Originator hereunder, notify such Originator in writing of the commencement thereof.   Any notice claiming compensation under this Section 10.03 shall set forth in reasonable detail the  amount or amounts to be paid to it hereunder and shall be conclusive in the absence of manifest  error.  Any affected Originator may participate in and assume the defense and settlement of any  





 






  -114-  such suit, action, claim, proceeding or investigation at its expense, and no settlement thereof shall  be made without the approval of such Originator and the Indemnified Party.  The approval of such  affected Originator will not be unreasonably withheld or delayed.  After notice from an affected  Originator to the Indemnified Party of its intention to assume the defense thereof with counsel  reasonably satisfactory to the Administrative Agent and the Facility Agents, and so long as such  Originator so assumes the defense thereof in a manner reasonably satisfactory to the  Administrative Agent and the Facility Agents, such Originator shall not be liable for any legal  expenses of counsel unless there shall be a conflict between the interests of such Originator and the  Indemnified Party, in which case the Indemnified Party(ies) shall have the right to employ one  counsel to so represent it (them).   (c) Each affected Originator will promptly pay to the Facility Agent for the Indemnified  Party such indemnity amount as shall be specified to such Originator in a certificate of the  Indemnified Party (or its Facility Agent, on its behalf) setting forth the calculations of such  amount, together with the basis therefor.  Any such certificate submitted by or on behalf of the  Indemnified Party shall be conclusive and binding for all purposes, absent manifest error.   (d) Each Indemnified Party, on behalf of itself, its assigns, officers, directors, officers  and employees, shall use its good faith efforts to mitigate, reduce or eliminate any losses, expenses  or claims for indemnification.   Section 10.04.  Expenses.  The Seller agrees, promptly following receipt of a written  invoice, to pay or cause to be paid, and to save each Purchaser, each LC Bank, each Facility Agent  and  the Administrative Agent harmless against liability for the payment of, (a) all reasonable  out-of-pocket expenses (excluding salaries and overhead costs) incurred by or on behalf of any  Purchaser, any LC Bank, any Facility Agent and  the Administrative Agent in connection with the  negotiation, execution, delivery and preparation of this Agreement and the other Transaction  Documents and the transactions contemplated by or undertaken pursuant to or in connection  herewith or therewith (including, without limitation, rating agency fees, the reasonable fees of  Protiviti Inc. in conducting the agreed-upon procedures, and the reasonable fees and expenses of  counsel of one law firm representing the Administrative Agent and the Facility Agents) and (b) all  reasonable out-of-pocket expenses (including, without limitation, the reasonable fees and  expenses of counsel from one law firm representing the Administrative Agent and the Facility  Agents), including all reasonable costs and expenses actually incurred  by or on behalf of any  Purchaser, any LC Bank, any Facility Agent and the Administrative Agent from time to time (i)  relating to any requested amendments, waivers or consents under the Transaction Documents, (ii)  arising in connection with the Purchasers’, the LC Banks’, the Facility Agents’ or the   Administrative Agent’s enforcement or preservation of their respective rights (including, without  limitation, the perfection and protection of the Receivable Interest) under the Transaction  Documents, (iii) relating to audit and due diligence fees (limited as provided in Section 4.06  hereof) or (iv) relating to the maintenance of the transactions contemplated by or undertaken  pursuant to or in connection with this Agreement or the other Transaction Documents.  





 






  -115-  ARTICLE XI    MISCELLANEOUS   Section 11.01. Amendments and Waivers.  The Required Facility Agents may, in writing,  from time to time, (a) enter into agreements with the Seller, the Originators, the Servicer and the  Parent amending, modifying or supplementing this Agreement, and (b) in their sole discretion,  grant waivers of the provisions of this Agreement or consents to a departure from the due  performance of the obligations of the Seller, the Originators, the Servicer or the Parent under this  Agreement; provided, however, that no amendment, waiver or consent shall, unless in writing and  signed by all Facility Agents and LC Banks:    (i) change the definitions of “Aggregate Exposure Amount”, “Concentration  Limit”, “Downgrade Event”, “Eligible Receivable”, “Net Receivables Balance”,  “Percentage Interest” or “Total Reserve Amount”, or any components of any of the  foregoing, contained in this Agreement;   (ii) [Reserved];   (iii) reduce the amount of Aggregate Net Investment or Yield thereon or delay  any scheduled date for payment thereof;   (iv) reduce fees payable by the Seller to the Facility Agents or the Purchasers, or  delay the dates on which such fees are payable;   (v) extend the Scheduled Termination Date (except as extended in accordance  with the terms of this Agreement);    (vi) change any of the provisions of this Section 11.01 or the definition of  “Required Facility Agents”; or   (vii) change the first sentence of Section 11.02;  and provided, further, that no amendment, waiver or consent shall (a) increase the Purchase Group  Maximum Net Investment of a Purchase Group or reduce the amount of Net Investment of, or  Yield or fees payable to, any Purchase Group unless in writing and signed by the Facility Agent for  such Purchase Group and its related Purchasers or, (b) affect the rights of the Swingline Purchaser,  including by the increase of the Swingline Sublimit, the reduction of the amount of the Swingline  Reimbursement Purchase or Yield on the Swingline Purchase unless in writing signed by the  Swingline Purchaser or (c) affect the rights of any LC Banks, including by the reduction of the  amount of the Reimbursement Obligation or Yield thereon or any fees payable with respect to the  Letters of Credit issued by it, unless in writing signed by such LC Bank.  Any waiver of any  provision hereof, and any consent to a departure by the Seller, an Originator, the Servicer or the  Parent from any of the terms of this Agreement, shall be effective only in the specific instance and  for the specific purpose for which given.  





 






  -116-  Notwithstanding anything in this Section 11.01 to the contrary, any amendments or waivers of any  provisions in this Agreement relating to a Term SOFR Replacement Event or Benchmark  Replacement shall be governed by the provisions of Section 2.06.  To the extent that any Facility Agent for any Purchase Group determines that it (or the Conduit  Purchaser(s) in such Purchase Group) is obligated by S&P or Moody’s to do so, such Facility  Agent will provide S&P and/or Moody’s, as applicable, with a copy of each amendment to this  Agreement prior to the effectiveness thereof.   Section 11.02. Successors and Assigns; Assignments; Participations.  (a)  This Agreement  shall be binding on the parties hereto and their respective successors and assigns; provided,  however, that except as provided in Section 4.01(c), no Ferguson Party may assign any of its rights  or delegate any of its duties hereunder without the prior written consent of the Facility Agents.   Each of the Purchasers may assign, (a) without any prior written consent, in whole or in part, its  interest in the Receivables and obligations hereunder to any other then-existing Purchaser, any  Support Provider or to any other Conduit Purchaser administered by its Facility Agent and (b) to  any other Person, with the consent of the Seller and the Administrative Agent (and the LC Banks  following the LC Effective Date), which consent shall not be unreasonably withheld or delayed;  provided, that if a Termination Event exists, the Seller’s consent shall not be required.  To  effectuate an assignment hereunder, both the assignee and the assignor (including, as appropriate,  its Facility Agent) will be required to execute and deliver to the Seller, the Servicer and the  Administrative Agent an Assumption Agreement (or other writing acceptable to the remaining  parties hereunder), which will require such assignee to, among other things, deliver the tax forms  required by Section 11.07, agree to the confidentiality provisions of Section 11.19 and such  assignment must be recorded in book entries.  Following any assignment in accordance with the  foregoing criteria, the Purchase Group Percentage and Purchase Group Maximum Net Investment  of each Purchase Group hereunder (after giving effect to the assignment), and if applicable, the  Swingline Sublimit, will be adjusted to such extent as may be necessary to reflect such assignment  (and Schedule I hereto shall be deemed to be amended accordingly).  The Seller, each Originator  and the Parent hereby agree and consent to the complete assignment by the applicable Conduit  Purchasers of all of their respective rights under, interest in, title to and obligations under the  Transaction Documents to the respective collateral agent or trustee  under the applicable Conduit  Purchaser’s Commercial Paper programs.   (b) Any Committed Purchaser (including the Swingline Purchaser, in such capacity) may  sell participating interests (each acquirer of a participating interest, a “Participant”) in its rights  and obligations pursuant to this Agreement; provided, however, that the selling Committed  Purchaser shall retain all rights and obligations under this Agreement and all parties to this  Agreement shall continue to deal solely with such selling Committed Purchaser.  Each agreement  between a Committed Purchaser and a Participant shall provide that (i) such Committed Purchaser  shall retain the sole right to enforce the Transaction Documents and to approve any amendment,  modification or waiver of any provision of this Agreement (other than any amendment,  modification or waiver of a provision described in clause (ii) in Section 11.01 that affects such  Participant), (ii) such Participant shall be entitled to receive no greater indemnity amounts than its  related Committed Purchaser would have been entitled to receive (unless the Seller consents to  such Participant’s receipt of such greater amounts), and (iii) such Participant provide its related  





 






  -117-  Committed Purchaser with the applicable tax forms that it would have had to provide under  Section 11.07, if it were a Purchaser.   (c) Any Purchaser may at any time pledge or grant a security interest in all or any portion  of its rights (including, without limitation, any interests in the Receivable Interest and any rights to  payment of Net investment and Yield) under this Agreement to secure obligations of such  Purchaser to a Federal Reserve Bank, without notice to or consent of any Ferguson Party;  provided, that no such pledge or grant of a security interest shall release a Purchaser from any of its  obligations hereunder, or substitute any such pledgee or grantee for such Purchaser as a party  hereto.   (d) An LC Bank may assign its interests, rights and obligations as an LC Bank under this  Agreement only with the consent of the Seller.   (e) The Administrative Agent, acting solely for this purpose as an agent of the Seller  (in such role, “Registrar”), shall maintain a register (a “Register”) for the Purchases, on which it  will record the name and address of each applicable Purchase Group and the Purchaser(s) therein  (including any assignees), the related Purchase Group Maximum Net Investment, the Net  Investment owing to each Purchase Group under this Agreement and any other information  necessary to ensure that the Purchases are maintained “in registered form” within the meaning of  Treasury regulations section 5f.103-1(c).  The entries in each Register will be conclusive absent  manifest error, and the Seller, the Servicer, the Administrative Agent and the applicable Facility  Agent and Purchasers will treat each Person whose name is recorded in a Register pursuant to the  terms hereof as the Purchasers hereunder for all purposes of this Agreement.  The Registrar shall  update the applicable Register promptly upon receiving written notice from any Purchaser (or its  Facility Agent) of an assignment of such Purchaser’s interests and obligations hereunder, and no  such assignment shall be effective until reflected in the related Register.  The Register shall be  available for inspection by the Seller, the Servicer and each other Purchaser and Facility Agent at  any reasonable time and from time to time upon reasonable prior notice.  In the event that the  Purchase Group Percentage for any Purchase Group is adjusted in accordance with any assignment  in accordance with Section 11.02(a), the Registrar shall update the applicable Register to reflect  the updated Purchase Group Percentage for each such Purchase Group.    (f) In the event that any Committed Purchaser sells a participation of its rights and  obligations hereunder, such Committed Purchaser shall maintain a register (the “Participant  Register”) on which it will record the name and address of each participant, the portion of the  Purchase Group Net Investment (if any) of such Participant, and the principal amounts (and stated  interest) of each participant’s interest in such rights and obligations, and any other information  necessary to ensure that the Purchases are maintained “in registered form” within the meaning of  Treasury regulations section 5f.103-1(c).  The entries in the Participant Register will be conclusive  absent manifest error, and such Committed Purchaser will treat each Person whose name is  recorded in the Participant Register as the owner of such participation for all purposes of this  Agreement.  Such Committed Purchaser shall update the Participant Register promptly upon a sale  of a participation of such Committed Purchaser’s rights and obligations hereunder, and no such  sale of a participation shall be effective until reflected in the Participant Register.  Such Committed  Purchaser will not have any obligation to disclose all or any portion of the Participant Register to  





 






  -118-  any Person except to the extent that such disclosure is necessary to establish that the Advances are  maintained “in registered form” within the meaning of Treasury regulations section 5f.103-1(c).   The Registrar and the Administrative Agent shall not have any responsibility to monitor, track or  record any such participation of a Committed Purchaser’s participation.   Section 11.03. No Implied Waiver; Cumulative Remedies.  No course of dealing and no  delay or failure of any Purchaser, any LC Bank, any Facility Agent or  the Administrative Agent in  exercising any right, power or privilege under the Transaction Documents shall affect any other or  future exercise thereof or the exercise of any other right, power or privilege; nor shall any single or  partial exercise of any such right, power or privilege or any abandonment or discontinuance of  steps to enforce such a right, power or privilege preclude any further exercise thereof or of any  other right, power or privilege.  The rights and remedies of the  Administrative Agent, the Facility  Agents, Purchasers and the LC Banks under the Transaction Documents are cumulative and not  exclusive of any rights or remedies which  the Administrative Agent, any Facility Agent, any  Purchaser or any LC Bank would otherwise have.   Section 11.04. No Discharge.  The respective obligations of the Seller, the Originators, the  Servicer and the Parent under the Transaction Documents shall be absolute and unconditional and  shall remain in full force and effect without regard to, and shall not be released, discharged or in  any way affected by (a) any exercise or nonexercise of any right, remedy, power or privilege under  or in respect of the Transaction Documents or applicable Law, including, without limitation, any  failure to set-off or release in whole or in part by  the Administrative Agent, any Facility Agent,  any Purchaser or any LC Bank of any balance of any deposit account or credit on its books in favor  of any Ferguson Party, as the case may be, or any waiver, consent, extension, indulgence or other  action or inaction in respect of any thereof, or (b) any other act or thing or omission or delay to do  any other act or thing which could operate as a discharge of any Ferguson Party as a matter of Law.   Section 11.05. [Reserved] .     Section 11.06. Payments Set Aside.  To the extent that any Ferguson Party or any Obligor  makes a payment to a Purchaser or an LC Bank, or a Purchaser or LC Bank exercises its rights of  set-off, and such payment or set-off or any part thereof is subsequently invalidated, declared to be  fraudulent or preferential, set aside, recovered from, disgorged by, or is required to be refunded,  rescinded, returned, repaid or otherwise restored to such Ferguson Party, such Obligor, a trustee, a  receiver or any other Person under any Law, including, without limitation, any bankruptcy law,  any state or federal law, common law or equitable cause, the obligation or part thereof originally  intended to be satisfied shall, to the extent of any such restoration, be reinstated, revived and  continued in full force and effect as if such payment had not been made or such set-off had not  occurred.  The provisions of this Section 11.06 shall survive the termination of this Agreement.   Section 11.07. Tax Forms and Status.  (a) Each Purchaser and each LC Bank agrees to  provide the Seller, the Servicer, the Administrative Agent and the Facility Agent for such  Purchaser and LC Bank with (A) (x) two appropriately executed copies of Internal Revenue  Service Form W-9, or any successor form, on the date hereof (or, if later, on the date on which it  becomes a Purchaser or LC Bank under this Agreement) certifying that such Purchaser or LC Bank  is exempt from U.S. backup withholding or (y) two appropriate executed copies of Internal  





 






  -119-  Revenue Service Form W-8ECI (or alternatively, Internal Revenue Service Form W-8BEN), or  any successor forms, (i) on the date hereof (or, if later, the date on which it becomes an Purchaser  or LC Bank under this Agreement), and (ii) upon the occurrence of any event that would require  the amendment or resubmission of any such Form previously provided hereunder and (B) any  other forms, certificates or information in connection therewith requested by the Seller, the  Servicer, the Administrative Agent or the Facility Agent for such Purchaser or LC Bank.   (b) If a payment made to a Purchaser under this Agreement would be subject to U.S.  Federal withholding Tax imposed by FATCA if such Purchaser 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 Purchaser shall deliver to the Seller, the Servicer and the  Administrative Agent at the time or times prescribed by Law and at such time or times reasonably  requested by the Seller or Servicer such documentation prescribed by applicable Law (including as  prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation  reasonably requested by the Seller, the Servicer or the Administrative Agent as may be necessary  for the Seller, the Servicer and the Administrative Agent to comply with their obligations under  FATCA and to determine that such Purchaser has complied with such Purchaser’s obligations  under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for  the purposes of this clause (b), FATCA shall include any amendments made to FATCA after the  date of this Agreement.  Each Purchaser and each LC Bank agrees that if any form or certification it previously delivered  expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification  or promptly notify the Seller, the Servicer, and the Administrative Agent in writing of its legal  inability to do so.   Section 11.08.  Replacement of Purchase Groups.  If (i) any Conduit Purchaser’s  Commercial Paper ceases to have a short-term debt rating of “A-1” or better by S&P, “P-1” or  better by Moody’s or “F-1” or better from Fitch Ratings (but only if such Conduit Purchaser’s  Commercial Paper is then rated by such Rating Agency, (ii) any Purchase Group includes a  Defaulting Purchaser, or (iii) any Purchase Group makes an claim for indemnity pursuant to  Section 2.14 (but not all Purchase Groups make such a claim)], as long as no Potential Termination  Event or Termination Event then exists (or would occur after giving effect to any termination of a  Purchase Group), upon notice to the related Facility Agent and the Administrative Agent, the  Seller shall have the right to terminate the interests, rights and obligations of such Purchaser and its  Purchase Group or require each Purchaser in such Facility Agent’s Purchase Group to assign and  delegate, without recourse, all of its respective interests, rights and obligations under this  Agreement to an Eligible Purchaser, or other Purchaser acceptable to the Administrative Agent,  that shall execute an Assumption Agreement and, if applicable, shall not have the same cause to  make a claim for indemnity pursuant to Section 2.14 or Section 10.02; provided, that each member  of such terminated or assigning Purchase Group shall have received payment of an amount equal  to all outstanding Net Investment, Yield in respect thereof, accrued and unpaid fees and all other  Aggregate Unpaids payable to it hereunder, from the Seller or the assignee, as the case may be; and  provided further, that if such terminated or assigning Purchase Group includes an LC Bank whose  Letters of Credit will remain outstanding after such termination or assignment, as applicable, (i)  the Seller makes a deposit to the LC Cash Collateral Account in an amount equal to the aggregate  





 






  -120-  Stated Amount of such outstanding and undrawn Letters of Credit and (ii) such LC Bank (a) will  remain a party hereto and shall continue to have the rights and obligations of an LC Bank under  this Agreement with respect to Letters of Credit issued by it prior to such termination or  assignment, other than the right to receive the Used Fee or the Unused Fee, and (b) will have no LC  Bank Sublimit and no obligation to issue additional Letters of Credit.  The Seller agrees to use  commercially reasonable efforts to cause the Letters of Credit issued by a  LC Bank which is a  member of a terminated or assigning Purchase Group to be terminated and replaced.  The  Administrative Agent shall (1) apply funds deposited to the LC Cash Collateral Account pursuant  to this Section 11.08 to satisfy, as necessary, the Seller’s Reimbursement Obligations or the  Required LC Cash Collateral Amount, and (2) transfer funds deposited in the LC Cash Collateral  Account pursuant to this Section 11.08 to the Seller to the extent they exceed the sum of the  aggregate Stated Amount of the outstanding and undrawn Letters of Credit of the LC Banks in the  terminated or assigning Purchase Group and the amounts drawn on such Letters of Credit which  have been reimbursed to such LC Banks.   Section 11.09. No Petition.   Each party hereto agrees, for the benefit of the holders of the  privately or publicly placed indebtedness of borrowed money of any Conduit Purchaser not, prior  to the date which is one (1) year and one (1) day after the payment in full of all such indebtedness,  to acquiesce, petition or otherwise, directly or indirectly, invoke, or cause such Conduit Purchaser  to invoke, the process of any Official Body for the purpose of (a) commencing or sustaining a case  against such Conduit Purchaser under any federal or state bankruptcy insolvency or similar law  (including the Federal Bankruptcy Code), (b) appointing a receiver, liquidator, assignee, trustee,  custodian, sequestrator or other similar official for such Conduit Purchaser or any substantial part  of the property of such Person, or (c) ordering the winding up or liquidation of the affairs of such  Conduit Purchaser.   Section 11.10. No Recourse.  The obligations of each Conduit Purchaser, under this  Agreement shall be payable solely out of the funds of such Conduit Purchaser available for such  purpose and shall be solely the corporate or limited liability company obligations of such Conduit  Purchaser.  No recourse shall be had for the payment of any amount owing by a Conduit Purchaser  in respect of this Agreement or for the payment of any fee hereunder or for any other obligation or  claim arising out of or based upon this Agreement against any Affected Party, any Facility Agent,  the Administrative Agent, any Affiliate of any of the foregoing, or any stockholder, employee,  officer, director, incorporator or beneficial owner of any of the foregoing.   Section 11.11 Holidays.  Except as may be otherwise provided in this Agreement, if any  payment due hereunder shall be due on a day which is not a Business Day, such payment shall  instead be due on the next Business Day.   Section 11.12. Records.  Except as may be otherwise provided in this Agreement to the  contrary, all amounts calculated or due hereunder shall be determined from the records of the  Administrative Agent or Facility Agent, which determinations shall be conclusive absent manifest  error.   Section 11.13. Term of Agreement.  This Agreement shall terminate on the date of Facility  Termination; provided, however, that (i) the indemnification and payment provisions set forth in  





 






  -121-  Sections 2.14, 4.13 and 11.06 and Article X hereof and (ii) the agreement set forth in Section 11.09  and the limitations set forth in Section 11.10 hereof shall be continuing and shall survive any  termination of this Agreement.   Section 11.14. Notices.  (a) All notices, requests, demands, directions and other  communications (collectively “notices”) under the provisions of this Agreement shall be in  writing (including electronic communication) unless otherwise expressly permitted hereunder and  shall be sent by first-class mail, first-class express mail, courier, electronic mail or other mutually  acceptable method of electronic delivery, in all cases with charges prepaid.  All notices shall be  sent to the applicable party at the notice addresses appearing on the signature page hereof (in the  case of each of the Ferguson Parties and the Administrative Agent) or on Schedule I hereto (in the  case of the Facility Agents, the Purchasers and the LC Banks) or in accordance with the last  unrevoked written direction from such party to the other parties hereto.   (b) All notices and other communications given to any party hereto in accordance with  the provisions of this Agreement shall be deemed to have been given on the date of receipt.   Notices sent by e-mail shall be deemed received upon the sender’s receipt of an acknowledgment  from the intended recipient.   Section 11.15. Severability.  The provisions of this Agreement are intended to be severable.   If any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any  jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such  invalidity or unenforceability without in any manner affecting the validity or enforceability of such  provision in any other jurisdiction or the remaining provisions hereof in any jurisdiction.   Section 11.16. Prior Understandings.  This Agreement sets forth the entire understanding of  the parties relating to the subject matter hereof, and supersedes all prior understandings and  agreements, whether written or oral.   Section 11.17. Governing Law; Submission to Jurisdiction.  THIS AGREEMENT SHALL BE  GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK  (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE  STATE OF NEW YORK, BUT OTHERWISE WITHOUT REGARD TO CHOICE OF LAWS PRINCIPLES  THEREOF).  Each party hereto hereby submits to the nonexclusive jurisdiction of the federal courts  for the Southern District of New York for the purpose of adjudicating any claim or controversy  arising in connection with any of the Transaction Documents or any of the transactions  contemplated thereby, and for such purpose, to the extent they may lawfully do so, waive any  objection which each may now or hereafter have to such jurisdiction or to venue therein and any  claim of inconvenient forum with respect thereto.   Section 11.18. Counterparts; Electronic Signature.  This Agreement, the other Transaction  Documents and any document, amendment, approval, consent, information, notice, certificate,  request, statement, disclosure or authorization related to this Agreement or any other Transaction  Document (each a “Communication”), including Communications required to be in writing, may  be in the form of an Electronic Record (as defined below) and may be executed using Electronic  Signatures (as defined below).  Each of the parties hereto agrees that any Electronic Signature on  





 






  -122-  or associated with any Communication shall be valid and binding on it to the same extent as a  manual, original signature, and that any Communication entered into by Electronic Signature, will  constitute the legal, valid and binding obligation enforceable against it in accordance with the  terms thereof to the same extent as if a manually executed original signature was delivered.  Any  Communication may be executed in as many counterparts as necessary or convenient, including  both paper and electronic counterparts, but all such counterparts are one and the same  Communication.  For the avoidance of doubt, the authorization under this paragraph may include,  without limitation, use or acceptance by any Facility Agent or the Administrative Agent of a  manually signed paper Communication which has been converted into electronic form (such as  scanned into PDF format), or an electronically signed Communication converted into another  format, for transmission, delivery and/or retention.  Each Facility Agent and the Administrative  Agent may, at its option, create one or more copies of any Communication in the form of an  imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary  course of such Person’s business, and destroy the original paper document.  All Communications  in the form of an Electronic Record, including an Electronic Copy, shall be considered an original  for all purposes, and shall have the same legal effect, validity and enforceability as a paper record  (to the extent permitted by applicable law).  Each party shall be entitled to rely on any Electronic  Signature purportedly given by or on behalf any other party without further verification and (b)  upon the request of any party, any Electronic Signature shall be promptly followed by such  manually executed counterpart.  For purposes hereof, “Electronic Record” and “Electronic  Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be  amended from time to time.   Section 11.19. Confidentiality.  Each Ferguson Party agrees to keep the information  contained in the Transaction Documents that relates to Yield, fees and other pricing terms strictly  confidential.  Each Purchaser, each LC Bank, each Facility Agent and the Administrative Agent  shall keep all non-public information obtained pursuant to the Transaction Documents and the  transactions contemplated or otherwise relating to the Ferguson Party hereby or thereby or effected  in connection herewith or therewith confidential and will not disclose such information to outside  parties.  Notwithstanding the foregoing, any party hereto may make disclosure (i) if it is obligated  to do so pursuant to a request or order under any Law or pursuant to a subpoena or other legal  process; (ii) if it is requested to do so by any regulatory authority; (iii) in the case of the Facility  Agents, the Purchasers and the LC Banks, to bank examiners, and to potential assignees and  participants; (iv) to its Affiliates, to its and its Affiliates’ directors, officers, employees, agents,  auditors, counsel, equity holders and advisors; (v) in connection with any litigation or dispute or  the exercise of any remedies under the Transaction Documents; (vi) to any rating agency; or (vii)  by way of posting a copy of this Agreement on any website maintained by such party pursuant to  the commitment to any Rating Agency relating to such party’s debt rating if required under 17  CFR 240.17g5(a)(3), subject to, in the case of each of clause (iii), (iv), (v) and (vi), reasonable  efforts to cause the recipient of such proprietary information to keep it confidential.    Section 11.20. USA Patriot Act.  Each Committed Purchaser that is subject to the  requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,  2001)) (the “Act”) hereby notifies the Ferguson Parties that pursuant to the requirements of the  Act, it is required to obtain, verify and record information that identifies each of the Ferguson  Parties, which information includes the name and address of each of the Ferguson Parties and other  





 






  -123-  information that will allow such Committed Purchaser to identify each of the Ferguson Parties in  accordance with the Act.   Section 11.21. Acquisitions.  At such time as any Originator acquires the assets of another  Person, including that Person’s receivables (such receivables, together with receivables generated  by that Person after its acquisition by such Originator as well as receivables generated by such  Originator through the business groups/branches/division of that Person, until their respective  Inclusion Dates, collectively, “Acquisition Receivables”), the Servicer shall notify the Facility  Agents.  At such time as the Acquisition Receivables relating to a particular acquisition are first  reported on an Approved Data Reporting System (which, in some cases, may be their date of  acquisition), such Acquisition Receivables will become Receivables hereunder and under the  Purchase and Contribution Agreement (each such time, the “Inclusion Date”).  In connection with  each Inclusion Date, the Required Facility Agents will promptly determine, which determination  will be evidenced in writing from the Required Facility Agents, after receipt from the Seller and  such Originator of appropriate data and conducting of any necessary due diligence, whether the  applicable Acquisition Receivables may be considered to be Eligible Receivables; provided,  however, that if, on the applicable Inclusion Date, such related Acquisition Receivables, together  with other Acquisition Receivables which became Receivables hereunder on their respective  Inclusion Dates during the 12-month period ending the last day of month preceding such Inclusion  Date (with the Outstanding Balance of each pool of Acquisition Receivables determined at the  applicable Inclusion Date), are less than 5.0% of the average Outstanding Balance of all  Receivables during such 12-month period (before giving effect to such most recent Inclusion Date)  satisfy all eligibility criteria, then such Receivables shall automatically be determined to be  “Eligible Receivables”.   Section 11.22. Waiver of Jury Trial.  EACH OF THE PARTIES HERETO WAIVES ITS RESPECTIVE  RIGHT TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR  RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY ACTION,  PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY  OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR  OTHERWISE.  EACH OF THE PARTIES HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION  SHALL BE TRIED BY A BENCH TRIAL WITHOUT A JURY.  WITHOUT LIMITING THE FOREGOING, EACH OF  THE PARTIES HERETO FURTHER AGREES THAT ITS RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED  BY OPERATION OF THIS SECTION 11.22 AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING  THAT SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS  AGREEMENT OR ANY PROVISION HEREOF.  THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT  AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.   Section 11.23.  Designated Excluded Receivables.  (a) The Facility Agents agree that  the receivables of the Designated Types specified on Schedule IV hereto shall be Designated  Excluded Receivables.  Schedule IV shall specify, for each Designated Type, the applicable  Exclusion Date and the Originator(s) to which such Designated Types relate.   (b) The Seller shall have the right to add from time to time the receivables  owing to an Originator of a Designated Type as Designated Excluded Receivables as of a specified  Exclusion Date, upon satisfaction of the following conditions:  





 






  -124-   (i) the Seller (or the Servicer, on its behalf) shall provide the Facility Agents  with a notice in substantially the form of Exhibit G hereto of its intention to add the  receivables owing to an Originator of such Designated Type to the list of Designated  Excluded Receivables, which notice shall be delivered not less than ten (10) Business  Days before the Exclusion Date specified therein and shall further specify and include: (1)  the Obligor name and customer number, or the Originator log-on location and log-on  number, as applicable, of such Designated Type; (2) the applicable Originator(s) for such  Designated Type’s receivables to be excluded; (3) an explanation of the reason for such  addition; and (4) an updated Schedule IV (including the new Designated Excluded  Receivables);   (ii) as of such Exclusion Date, no Termination Event or Potential Termination  Event shall have occurred and be continuing;  (iii) such designation of a new Designated Type shall not result in there being  more than 8 such designations during the Lookback Period for such Exclusion Date;  (iv) such designation shall not have been made for reasons relating to the credit  quality of the Receivables of such Designated Type or to manipulate the pool  characteristics of the Receivables in a manner that would be expected to be materially  adverse to the Purchasers; and  (v) (1) the sum of (x) the aggregate, for all Designated Types added to Schedule  IV during the Lookback Period for such Exclusion Date, of the aggregate Outstanding  Balances of the Receivables on the first Exclusion Date hereunder for each such prior  Designated Type, plus (y) the aggregate Outstanding Balance of Receivables on the first  Exclusion Date with respect to such new Designated Type, plus (z) the aggregate  Outstanding Balance of Receivables reconveyed to any Originator pursuant to Section  3.03 of the Purchase and Contribution Agreement during the Lookback Period for such  Exclusion Date, would not exceed (2) 10.0% of the average aggregate Outstanding  Balance of the Receivables (other than Excluded Receivables) on the last date of each  calendar month in the Lookback Period for such Exclusion Date (all such calculations  based on the information included in the Monthly Reports delivered during the relevant  Lookback Periods).     (c) For the avoidance of doubt, with respect to any Designated Type and its  related Exclusion Date, all Receivables of that Designated Type which were generated prior to that  Exclusion Date shall remain Receivables under this Agreement, the Purchase and Contribution  Agreement and all other Program Agreements.  





 






  -125-   Section 11.24. Acknowledgement and Consent to Bail-In of EEA Financial Institutions .   Notwithstanding anything to the contrary in any Transaction Document or in any other agreement,  arrangement or understanding among any such parties, each party hereto acknowledges that any  liability of any EEAAffected Financial Institution arising under any Transaction Document, to the  extent such liability is unsecured, may be subject to the write-down and conversion powers of an  EEAthe applicable Resolution Authority and agrees and consents to, and acknowledges and agrees  to be bound by:  (a)  (a) the application of any Write-Down and Conversion Powers by an  EEAthe applicable Resolution Authority to any such liabilities arising hereunder  whichthat may be payable to it by any party hereto that is an EEAAffected Financial  Institution; and  (b)  (b) the effects of any Bail-inIn Action on any such liability, including, if  applicable:  (i)   (i)  a reduction in full or in part or cancellation of any such liability;    (ii)  a conversion of all, or a portion of, such liability into shares or other  instruments of ownership in such EEAAffected Financial Institution, its parent  undertaking, or a bridge institution that may be issued to it or otherwise conferred on  it, and that such shares or other instruments of ownership will be accepted by it in lieu  of any rights with respect to any such liability under this Agreement or any other  Transaction Document; or  (iii)   (iii) the variation of the terms of such liability in connection with  the exercise of the write-down and conversion powers of any EEAthe applicable  Resolution Authority.          





 






  [Signature Page to A&R Receivables Purchase Agreement (Ferguson Receivables, LLC)]  IN WITNESS WHEREOF, the parties hereto, by their duly authorized signatories, have  executed and delivered this Agreement as of the date first above written.    ROYAL BANK OF CANADA, as Administrative  Agent      By: ____________________________________   Name:  Title:              





 






  [Signature Page to A&R Receivables Purchase Agreement (Ferguson Receivables, LLC)]  THUNDER BAY FUNDING, LLC, as a Conduit  Purchaser    By:  Royal Bank of Canada, as attorney-in-fact      By: ____________________________________   Name:   Title:      ROYAL BANK OF CANADA, as a Committed  Purchaser and a Facility Agent      By: ____________________________________   Name:   Title:    By: ____________________________________   Name:   Title:  





 






  [Signature Page to A&R Receivables Purchase Agreement (Ferguson Receivables, LLC)]  TRUIST BANK (successor by merger to SunTrust  Bank), as a Committed Purchaser and a  Facility Agent      By: ____________________________________   Name:   Title:]  





 






  [Signature Page to A&R Receivables Purchase Agreement (Ferguson Receivables, LLC)]      SUMITOMO MITSUI BANKING CORPORATION, as a  Committed Purchaser      By: ____________________________________   Name:   Title:      SMBC NIKKO SECURITIES AMERICA, INC., as a  Facility Agent      By: ____________________________________   Name:   Title:      SOLELY FOR THE PURPOSE OF ACKNOWLEDGING  THE ADJUSTMENT MADE PURSUANT TO ARTICLE  IC HEREOF:    MANHATTAN ASSET FUNDING COMPANY LLC, as  a Conduit Purchaser    By: MAF Receivables Corp., Its Member      By: ____________________________________   Name:   Title:      





 






  [Signature Page to A&R Receivables Purchase Agreement (Ferguson Receivables, LLC)]    PNC BANK, NATIONAL ASSOCIATION, as a  Committed Purchaser, the Swingline Purchaser  and a Facility Agent      By: ____________________________________   Name:   Title:    





 






  [Signature Page to A&R Receivables Purchase Agreement (Ferguson Receivables, LLC)]    GTA FUNDING LLC, as a Conduit Purchaser      By: ____________________________________   Name:   Title:      RELIANT TRUST, as a Conduit Purchaser  By: COMPUTERSHARE TRUST COMPANY OF  CANADA, in its capacity as trustee of RELIANT  TRUST, by its U.S. Financial Services Agent,   THE TORONTO-DOMINION BANK      THE TORONTO-DOMINION BANK, as a Committed  Purchaser and a Facility Agent      By: ____________________________________   Name:   Title: 





 






  [Signature Page to A&R Receivables Purchase Agreement (Ferguson Receivables, LLC)]  STARBIRD FUNDING CORPORATION, as a Conduit  Purchaser      By: ____________________________________   Name:   Title:      BNP PARIBAS, as a Committed Purchaser and a  Facility Agent      By: ____________________________________   Name:   Title:      By: ____________________________________   Name:   Title:    





 






  [Signature Page to A&R Receivables Purchase Agreement (Ferguson Receivables, LLC)]  FERGUSON RECEIVABLES, LLC, as Seller      By: ____________________________________   Name:  Brenda L. Crowder   Title:  Treasurer    Address for Notices:    12500 Jefferson Ave.  Newport News, VA 23602  Attention:  General Counsel  Telephone:  (757) 874-7795  Fax:  (757) 989-2985  E-mail:     Brenda.crowder@ferguson.com   Steve.adcox@ferguson.com  





 






  [Signature Page to A&R Receivables Purchase Agreement (Ferguson Receivables, LLC)]  FERGUSON ENTERPRISES, LLC, as Servicer and as  an Originator       By: ____________________________________   Name:     Title:      Address for Notices:    12500 Jefferson Ave.  Newport News, VA 23602  Attention:  General Counsel  Telephone:  (757) 874-7795  Fax:  (757) 989-2985   E-mail:     Brenda.crowder@ferguson.com   Steve.adcox@ferguson.com        





 






  [Signature Page to A&R Receivables Purchase Agreement (Ferguson Receivables, LLC)]  ENERGY & PROCESS CORPORATION, as an  Originator       By: ____________________________________   Name:     Title:      Address for Notices:    12500 Jefferson Ave.  Newport News, VA 23602  Attention:  General Counsel  Telephone:  (757) 874-7795  Fax:  (757) 989-2985  E-mail:    Brenda.crowder@ferguson.com   Steve.adcox@ferguson.com    





 






  [Signature Page to A&R Receivables Purchase Agreement (Ferguson Receivables, LLC)]  FERGUSON FIRE & FABRICATION, INC., as an  Originator       By: ____________________________________   Name:     Title:      Address for Notices:    12500 Jefferson Ave.  Newport News, VA 23602  Attention:  General Counsel  Telephone:  (757) 874-7795  Fax:  (757) 989-2985  E-mail:   Brenda.crowder@ferguson.com   Steve.adcox@ferguson.com    





 






  [Signature Page to A&R Receivables Purchase Agreement (Ferguson Receivables, LLC)]  DBS HOLDINGS, INC., as an Originator       By: ____________________________________   Name:  Brenda L. Crowder   Title:  Treasurer    Address for Notices:    12500 Jefferson Ave.  Newport News, VA 23602  Attention:  General Counsel  Telephone:  (757) 874-7795  Fax:  (757) 989-2985  E-mail:   Brenda.crowder@ferguson.com   Steve.adcox@ferguson.com      





 






  [Signature Page to A&R Receivables Purchase Agreement (Ferguson Receivables, LLC)]  HP PRODUCTS CORPORATION, as an Originator       By: ____________________________________   Name:  Brenda L. Crowder   Title:  Treasurer    Address for Notices:    12500 Jefferson Ave.  Newport News, VA 23602  Attention:  General Counsel  Telephone:  (757) 874-7795  Fax:  (757) 989-2985  E-mail:   Brenda.crowder@ferguson.com   Steve.adcox@ferguson.com    





 






  [Signature Page to A&R Receivables Purchase Agreement (Ferguson Receivables, LLC)]  FERGUSON PLC, as Parent         By: ____________________________________   Name:   Title:    Address for Notices:  12500 Jefferson Avenue  Newport News, VA 23602[                  ]  Attention: Group General Counsel  E-mail:   Brenda.crowder@ferguson.com   Steve.adcox@ferguson.com      





 






Annex B     





 






Annex C to  Thirteenth Amendment  to Receivables Purchase Agreement     CLOSING INDEX