Exhibit 10.3


 


EXECUTION
VERSION


 


SEVENTEENTH AMENDMENT TO AMENDED AND RESTATED


RECEIVABLES PURCHASE AGREEMENT


 


THIS SEVENTEENTH AMENDMENT
TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of November 4, 2021 (this “Amendment”) is entered
into among AMERISOURCE RECEIVABLES FINANCIAL CORPORATION, a Delaware corporation (in such capacity, the “Seller”),
AMERISOURCEBERGEN DRUG CORPORATION, a Delaware corporation, as the initial Servicer (in such capacity, the “Servicer”),
the PURCHASER AGENTS and PURCHASERS listed on the signature pages hereto, and MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI
UFJ, LTD.), as administrator (in such capacity, the “Administrator”).


 


R E
C I T A L S


 


The Seller, Servicer, the
Purchaser Groups, and the Administrator are parties to that certain Amended and Restated Receivables Purchase Agreement, dated as of April 29,
2010 (as amended, supplemented or otherwise modified from time to time, the “Agreement”).


 


The parties hereto desire
to amend the Agreement as hereinafter set forth.


 


NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1.            Certain
Defined Terms. Capitalized terms used but not defined herein shall have the meanings set forth for such terms in Exhibit I
to the Agreement.


 


2.            Amendments
to the Agreement. As of the Effective Date (as defined below), the Agreement is hereby amended to incorporate the changes shown on
the marked pages of the Agreement attached hereto as Exhibit A.


 


3.            Representations
and Warranties; Covenants. Each of the Seller and the Servicer (on behalf of the Seller) hereby certifies, represents and warrants
to the Administrator, each Purchaser Agent and each Purchaser that on and as of the date hereof:


 


(a)            each
of its representations and warranties contained in Article V of the Agreement is true and correct, in all material respects,
as if made on and as of the Effective Date;


 


(b)            no
event has occurred and is continuing, or would result from this Amendment or any of the transactions contemplated herein, that constitutes
an Amortization Event or Unmatured Amortization Event;


 


(c)            the
Facility Termination Date for all Purchaser Groups has not occurred; and


 


(d)            the
Credit Agreement has not been amended since September 18, 2019.


 


4.            Effect
of Amendment. Except as expressly amended and modified by this Amendment, all provisions of the Agreement shall remain in full force
and effect. After this Amendment becomes effective, all references in the Agreement and each of the other Transaction Documents to “this
Agreement”, “hereof”, “herein”, or words of similar effect referring to the Agreement shall be deemed to
be references to the Agreement, as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend
or supplement any provision of the Agreement (or any related document or agreement) other than as expressly set forth herein.


 






     


     


    

 


5.            Effectiveness.
This Amendment shall become effective on the date hereof (the “Effective Date”) upon satisfaction of each of the
following conditions:


 


(a)            receipt
by the Administrator and each Purchaser Agent of counterparts of (i) this Amendment and (ii) the amended and restated fee letter,
dated as of the date hereof, by and among the Seller, the Servicer, the Administrator and each Purchaser Agent; and


 


(b)            the
Administrator and each Purchaser Agent shall have received all accrued and unpaid fees, costs and expenses to the extent then due and
payable to it or the Purchasers on the Effective Date.


 


6.            Counterparts.
This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart shall
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Counterparts of this
Amendment may be delivered by facsimile transmission or other electronic transmission, and such counterparts shall be as effective as
if original counterparts had been physically delivered, and thereafter shall be binding on the parties hereto and their respective successors
and assigns.


 


7.            Governing
Law. This Amendment shall be governed by, and construed in accordance with the law of the State of New York without regard to any
otherwise applicable principles of conflicts of law (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).


 


8.            Section Headings.
The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment,
the Agreement or any other Transaction Document or any provision hereof or thereof.


 


9.            Transaction
Document. This Amendment shall constitute a Transaction Document under the Agreement.


 


10.            Severability.
Each provision of this Amendment shall be severable from every other provision of this Amendment for the purpose of determining the legal
enforceability of any provision hereof, and the unenforceability of one or more provisions of this Amendment in one jurisdiction shall
not have the effect of rendering such provision or provisions unenforceable in any other jurisdiction.


 


11.     Ratification. After
giving effect to this Amendment and the transactions contemplated hereby, all of the provisions of the Performance Undertaking shall
remain in full force and effect and the Performance Guarantor hereby ratifies and affirms the Performance Undertaking and
acknowledges that the Performance Undertaking has continued and shall continue in full force and effect in accordance with its
terms.





 






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[signature pages begin on next page]


 









    3 


     


    




 


IN WITNESS WHEREOF, the parties
have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.


 


	 	AMERISOURCE RECEIVABLES FINANCIAL CORPORATION, as Seller




 


	 	By:	/s/ J. F. Quinn




	 	Name:	J. F. Quinn







	 	Title:	Senior Vice President & Corporate Treasurer




 


	 	AMERISOURCEBERGEN DRUG CORPORATION, as initial Servicer




 





	 	By:	/s/ J. F. Quinn




	 	Name:	J. F. Quinn







	 	Title:	Senior Vice President & Corporate Treasurer




 





Acknowledged and Agreed


 


AMERISOURCEBERGEN CORPORATION


 


	By:	/s/ J. F. Quinn	 
	Name:	J. F. Quinn	 
	Title:	Senior Vice President & Corporate Treasurer	 










 






    	 	S-1	Seventeenth Amendment to RPA 

(ARFC)



     


    

 


	 	MUFG BANK, LTD.,

as Administrator




 





	 	By:	/s/ Eric Williams




	 	Name:	Eric Williams







	 	Title:	Managing Director




 





	 	VICTORY RECEIVABLES CORPORATION, 

as an Uncommitted Purchaser




 








	 	By:	/s/ Kevin J. Corrigan




	 	Name:	Kevin J. Corrigan







	 	Title:	Vice President







 


	 	MUFG BANK, LTD., 

as Purchaser Agent for Victory Receivables Corporation




 





	 	By:	/s/ Eric Williams




	 	Name:	Eric Williams







	 	Title:	Managing Director







 


	 	MUFG BANK, LTD.,

 as Related Committed Purchaser for Victory Receivables Corporation




 





	 	By:	/s/ Eric Williams




	 	Name:	Eric Williams







	 	Title:	Managing Director







 






    	 	S-2	Seventeenth Amendment to RPA

 (ARFC)



     


    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

 as an Uncommitted Purchaser




 








	 	By:	/s/ Jason Barwig




	 	Name:	Jason Barwig







	 	Title:	Vice President







 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,




	 	as Purchaser Agent and




	 	Related Committed Purchaser




	 	for Wells Fargo Bank, National Association




 





	 	By:	/s/ Jason Barwig




	 	Name:	 Jason Barwig







	 	Title:	Vice President











    	 	S-3	Seventeenth Amendment to RPA 

(ARFC)



     


    





 


	 	LIBERTY STREET FUNDING LLC, as an Uncommitted Purchaser
	 	 
	 	By:	/s/ Kevin J. Corrigan
	 	Name:	Kevin J. Corrigan
	 	Title:	Vice President
	 	 
	 	THE BANK OF NOVA SCOTIA,
	 	as Purchaser Agent and
	 	Related Committed Purchaser
	 	for Liberty Street Funding LLC
	 	 
	 	By:	/s/ Doug Noe
	 	Name:	Doug Noe
	 	Title:	Managing Director




 


		S-4	Seventeenth Amendment to RPA 

(ARFC)










    


     


    

 


	 	PNC
    BANK, NATIONAL ASSOCIATION, 

as a Purchaser Agent,
	 	Uncommitted
    Purchaser and Related Committed Purchaser
	 	 
	 	By:	/s/ Eric Bruno
	 	Name: 	Eric Bruno
	 	Title:	Senior Vice President



 





		S-5	Seventeenth Amendment to RPA 

(ARFC)









    


     


    

 


	 	MIZUHO BANK, LTD.,
	 	as a Purchaser Agent, 
	 	Uncommitted Purchaser and
	 	Related Committed Purchaser
	 	 
	 	By:	/s/ Richard A. Burke
	 	Name: 	Richard A. Burke
	 	Title:	Managing Director



 





		S-6	Seventeenth Amendment to RPA 

(ARFC)









    


     


    

 


	 	THE TORONTO-DOMINION BANK,
	 	as a Purchaser Agent and 

Related Committed Purchaser
	 	 
	 	By:	/s/ Luna Mills
	 	Name: 	Luna Mills
	 	Title:	Managing Director
	 	 
	 	COMPUTERSHARE TRUST COMPANY OF CANADA, in its capacity as trustee of RELIANT TRUST, by its U.S. Financial Services Agent, THE TORONTO-DOMINION BANK, 
	 	as an Uncommitted Purchaser
	 	 
	 	By:	/s/ Luna Mills
	 	Name: 	Luna Mills
	 	Title:	Managing Director



 





		S-7	Seventeenth Amendment to RPA 

(ARFC)









    


     


    

 


EXHIBIT A


 


(attached)


 





		Exhibit A-1 	Seventeenth Amendment to RPA 
 (ARFC)






 






     


     


    

 


 


EXECUTION
VERSION

 Exhibit A to OmnibusSeventeenth
Amendment dated May 13,November 4,
2021

 CONFORMED COPY includes

 First Amendment dated 4/28/11

 Second Amendment dated 10/28/11

 Third Amendment dated 11/16/12

 Fourth Amendment
dated 1/16/13

 Fifth Amendment dated 6/28/13

 Sixth Amendment dated 10/7/13

 Seventh Amendment dated 7/17/14

 Eighth Amendment dated 12/5/14


Omnibus Amendment dated 11/4/15

 Tenth Amendment dated 6/21/16

 Eleventh Amendment 11/18/16

 Twelfth Amendment 12/18/17

 Thirteenth Amendment
10/31/2018

 Fourteenth Amendment 9/18/19

 Fifteenth Amendment 10/16/20

 Omnibus Amendment 5/13/21


 


AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT


 


DATED AS OF APRIL 29, 2010


 


AMONG


 


AMERISOURCE RECEIVABLES FINANCIAL CORPORATION, AS SELLER,


 


AMERISOURCEBERGEN DRUG CORPORATION, AS INITIAL SERVICER,


 


THE VARIOUS PURCHASERS GROUPS FROM TIME TO TIME PARTY HERETO


 


AND


 


MUFG BANK, LTD.
(F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.), AS


ADMINISTRATOR


 






     


     


    

 


or otherwise
funded by Reliant Trust for the Calculation Period then most recently ended in accordance with Article II.


 


Section 3.4      Default
Rate. From and after the occurrence of an Amortization Event, all Receivable Interests shall accrue Yield at the Default Rate.


 


ARTICLE IV.


 


BANK RATE FUNDINGS


 


Section 4.1      Bank
Rate Fundings. Prior to the occurrence of an Amortization Event, the portion of outstanding Invested Amount of each Receivable Interest
funded with Bank Rate Fundings shall accrue Yield for each day during its Interest Period at the applicable Yield Rate in accordance
with the terms and conditions hereof. If any undivided interest in a Receivable Interest initially funded with Commercial Paper is sold
(or otherwise participated) to the Liquidity Providers pursuant to a Liquidity Agreement, such undivided interest in such Receivable
Interest shall be deemed to have an Interest Period commencing on the date of such sale.


 


Section 4.2      Yield
Payments. On the Settlement Date for each Receivable Interest that is funded with a Bank Rate Funding, Seller shall pay to each applicable
Purchaser Agent (for the benefit of its Purchaser Group) an aggregate amount equal to the accrued and unpaid Yield thereon for the entire
Interest Period of each related Bank Rate Funding in accordance with Article II.


 


Section 4.3
     [Reserved].


 


Section 4.4      Suspension
of the LIBO Rate. If any Purchaser or Liquidity Provider notifies the related Purchaser Agent that it has determined that funding
its ratable share of the Bank Rate Fundings at or by reference to a LIBO Rate would violate any applicable law, rule, regulation, or
directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and
maturity appropriate to match fund its Bank Rate Funding at or by reference to such LIBO Rate are not available or (ii) such LIBO
Rate does not accurately reflect the cost of acquiring or maintaining a Bank Rate Funding at such LIBO Rate, then such Purchaser Agent
shall give notice thereof to the Seller by telephone, facsimile or email as promptly as practicable thereafter and, until such Purchaser
Agent notifies the Seller that the circumstances giving rise to such notice no longer exist, (a) no portion of the Invested Amount
shall be funded at the LIBO Rate or at the Alternate Base Rate determined by reference to the LIBO Rate and (b) the Yield for any
outstanding portions of the Invested Amount then funded at the LIBO Rate or at the Alternate Base Rate determined by reference to the
LIBO Rate shall, on the last day of the then current Interest Period, be converted to the Alternate Base Rate determined by reference
to clause (a)(ii) of the definition of the Alternate Base Rate.


 


Section 4.5      Default
Rate. From and after the occurrence of an Amortization Event, all Bank Rate Fundings shall accrue Yield at the Default Rate.


 


Section 4.6
     Effect of Benchmark
Transition EventReplacement
Setting.


 






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(a)            Benchmark
Replacement.


 


(i)             Notwithstanding
anything to the contrary herein or in any other Transaction Document, if a Benchmark Transition Event or,
an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark
Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a
Benchmark Replacement is determined in accordance with clause (a)(1) or (a)(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 Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent
of any other party to, this Agreement or any other Transaction Document and (y) if a Benchmark
Replacement is determined in accordance with clause (a)(3) or clause (c) 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 any Benchmark setting at or after 5:00 p.m. (New York City
time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Purchasers without any amendment
to, or further action or consent of any other party to, this Agreement or any other Transaction Document so long as the Administrative
AgentAdministrator has not received, by such time, written notice of objection
to such Benchmark Replacement from the Required Purchaser Agents.


 


(ii)             Notwithstanding
anything to the contrary herein or in any other Transaction Document, if a Term SOFR Transition Event and its related Benchmark Replacement
Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark
Replacement will replace the then-current Benchmark for all purposes hereunder or under any Transaction Document in respect of such Benchmark
setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement
or any other Transaction Document; provided that this clause (ii) shall not be effective unless the Administrator has delivered
to the Purchasers and the Seller a Term SOFR Notice. For the avoidance of doubt, the Administrator shall
not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its sole discretion.


 


(b)            Benchmark
Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Administrator 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 or any other Transaction Document.


 


(c)            Notices;
Standards for Decisions and Determinations. The Administrator will promptly notify the Seller and the Purchasers of (i) any
occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or,
an Early Opt-in Election or
an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation
of any Benchmark Replacement, (iii) the effectiveness of any Benchmark


 






    12


     


    

 


(iii)            any mismatch between the Benchmark or the Benchmark Replacement
and any of the Seller’s other financing instruments (including those that are intended as hedges).


 


(g)            London Interbank Offered Rate Benchmark
Transition Event. On March 5, 2021, the ICE Benchmark Administration (the “IBA”), the administrator of the London
interbank offered rate, and the Financial Conduct Authority (the “FCA”), the regulatory supervisor of the IBA, announced in
public statements (the "Announcements") that the final publication or representativeness date for (i) 1-week and 2-month
London interbank offered rate tenor settings will be December 31, 2021 and (ii) overnight, 1-month, 3-month, 6-month and 12-month
London interbank offered rate tenor settings will be June 30, 2023. No successor administrator for the IBA was identified in such
Announcements. The parties hereto agree and acknowledge that the Announcements resulted in the occurrence of a Benchmark Transition Event
with respect to the London interbank offered rate pursuant to the terms of this Agreement and that any obligation of the Administrator
to notify any parties of such Benchmark Transition Event pursuant to clause (c) of this Section 4.6 shall be deemed satisfied.


 


(h)            Certain
Defined Terms. As used in this Section 4.6:


 


“Available
Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if
the then-current Benchmark is a term rate, any tenor for such Benchmark or (y) otherwise, any payment period for interest calculated
with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period pursuant to this
Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition
of “Interest Period” pursuant to clause (d) of this Section 4.6.


 


“Benchmark”
means, initially, USD LIBOR; provided that if a Benchmark Transition Event, a Term SOFR Transition Event or,
an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark
Replacement Date have occurred with respect to USD LIBOR or the then-current Benchmark, then “Benchmark” means the applicable
Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (ba)
of this Section 4.6.


 


“Benchmark
Replacement” means, for any Available Tenor,


 


(a) with respect to any Benchmark Transition
Event or Early Opt-in Election, the first alternative set forth in the order below that can be determined by the Administrator for the
applicable Benchmark Replacement Date:


 


		(1)	the sum of: (A) Term SOFR and (B) the related Benchmark Replacement Adjustment;



 


		(2)	the sum of: (A) Daily Simple SOFR and (B) the related Benchmark Replacement Adjustment;



 


		(3)	the sum of: (A) the alternate benchmark rate that has been selected by the Administrator as the replacement for the then-current
Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any
selection or recommendation of a replacement benchmark rate or the mechanism for determining
such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark
rate as a replacement for the then-current Benchmark for U.S. dollar-denominated syndicated credit facilities at such time and (B) the
related Benchmark Replacement Adjustment; or



 






    13


     


    

 


(b)            with
respect to any Term SOFR Transition Event, the sum of (i) Term SOFR and (ii) the related Benchmark
Replacement Adjustment; or


 


(c)            with
respect to any Other Benchmark Rate Election, the sum of: (i) the
alternate benchmark rate that has been selected by the Administrator and the
Seller as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to any evolving
or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for U.S. dollar-denominated
syndicated credit facilities at such time and (ii) the related Benchmark Replacement Adjustment;


 


provided that, in the case of clause (a)(1) or clause (b), the
applicable Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time
to time as selected by the Administrator in its reasonable discretion. If the Benchmark Replacement as determined pursuant to clause
(a)(1), (a)(2) or (a)(3) or,
clause (b) or
clause (c) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes
of this Agreement and the other Transaction Documents.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark
Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:


 


		(1)	for purposes of clauses (a)(1) and (a)(2) of the definition of “Benchmark Replacement,” the first alternative
set forth in the order below that can be determined by the Administrator:



 


		(a)	the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value
or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended
by the Relevant Governmental Body for the replacement of such Available Tenor of such Benchmark with the applicable Unadjusted Benchmark
Replacement;



 


		(b)	the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first
set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be
effective upon an index cessation event with respect to such Available Tenor of such Benchmark;



 


		(2)	for purposes of clause (a)(3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for
calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrator
and the Seller 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 Available Tenor 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 Available Tenor of such Benchmark with the applicable Unadjusted Benchmark Replacement
for U.S. dollar-denominated syndicated credit facilities; and



 






    14


     


    

 


		(3)	for purposes of clause (b) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating
or determining such spread adjustment, (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement
is first set for such Interest Period that has been selected or recommended by the Relevant Governmental Body for the replacement of such
Available Tenor of USD LIBOR with a SOFR-based rate; and



 


		(4)	for purposes of clause (c) of the definition of “Benchmark Replacement,” the spread adjustment, or method for
calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrator
and the Seller giving due consideration to 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 Available Tenor of such Benchmark with the applicable
Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities;



 


provided that, (x) 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 Administrator in its reasonable discretion and (y) if the then-current Benchmark is a term rate, more than one
tenor of such Benchmark is available as of the applicable Benchmark Replacement Date and the applicable Unadjusted Benchmark Replacement
that will replace such Benchmark in accordance with this Section 4.6 will not be a term rate, the Available Tenor of such Benchmark
for purposes of this definition of “Benchmark Replacement Adjustment” shall be deemed to be, with respect to each Unadjusted
Benchmark Replacement having a payment period for interest calculated with reference thereto, the Available Tenor that has approximately
the same length (disregarding business day adjustments) as such payment period.


 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or
operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Interest Period,”
the definition of “Business Day,” the definition of “Bank Rate,” timing and frequency of determining rates and
making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods,
the applicability of breakage provisions and other technical, administrative or operational matters) that the Administrator decides may
be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the
Administrator in a manner substantially consistent with market practice (or, if the Administrator decides that adoption of any portion
of such market practice is not administratively feasible or if the Administrator determines that no market practice for the administration
of such Benchmark


 






    15


     


    

 


Replacement exists, in such other manner of administration as the Administrator
decides is reasonably necessary in connection with the administration of this Agreement and the other Transaction Documents).


 


“Benchmark
Replacement Date” means 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 Event,” the later of (a) the
date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such
Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors
of such Benchmark (or such component thereof);



 


		(2)	in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or
publication of information referenced therein;



 


		(3)	in the case of a Term SOFR Transition Event, the date that is thirty (30) days after the Administrator has provided a Term SOFR Notice
to the Purchasers and the Seller pursuant to clause (a)(ii) of this Section 4.6; or



 


		(4)	in the case of an Early Opt-in Election or an Other Benchmark Rate Election,
the sixth (6th) Business Day after the date notice
of such Early Opt-in Election or Other Benchmark Rate Election, as applicable, is provided to
the Purchasers, so long as the Administrator 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 or Other Benchmark Rate Election, as applicable,
is provided to the Purchasers, written notice of objection to such Early Opt-in Election or Other
Benchmark Rate Election, as applicable, from the Required Purchaser 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, the Reference Time in respect of any determination, the Benchmark
Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark
Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon
the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark
(or the published component used in the calculation thereof).


 


“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:


 


		(1)	a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component
used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark
(or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor
administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); 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



 






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		(2)	the joint election by the Administrator and the Seller to trigger a fallback from USD LIBOR and the provision by the Administrator
of written notice of such election to the Purchasers.



 


“Floor”
means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the
modification, amendment or renewal of this Agreement or otherwise) with respect to USD LIBOR.


 


“ISDA
Definitions” means 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.


 


“Other
Benchmark Rate Election” means, if the then-current Benchmark is USD LIBOR, the occurrence of:


 


		(1)	a notification by the Administrator to (or the request by the Seller to the Administrator to notify) each of the other parties
hereto that at least five (5) currently outstanding U.S. dollar-denominated syndicated credit facilities at such time contain (as
a result of amendment or as originally executed), in lieu of a USD LIBOR-based rate, a term benchmark rate that is not a SOFR-based rate
as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and



 


		(2)	the joint election by the Administrator and the Seller to trigger a fallback from USD LIBOR and the provision by the Administrator
of written notice of such election to the Purchasers.



 


“Reference
Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is USD LIBOR, 11:00
a.m. (London time) on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark
is not USD LIBOR, the time determined by the Administrator in its reasonable discretion.


 


“Relevant
Governmental Body” means the Board of Governors of the Federal Reserve System 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 or the Federal Reserve Bank
of New York, or any successor thereto.


 


“SOFR”
means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business
Day published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.


 


“SOFR
Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight
financing rate).


 


“SOFR
Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org,
or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.


 






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“Term
SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term
rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.


 


“Term
SOFR Notice” means a notification by the Administrator to the Purchasers and the Seller of the occurrence of a Term
SOFR Transition Event.


 


“Term
SOFR Transition Event” means the determination by the Administrator that (a) Term SOFR has been recommended
for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrator
and (c) a Benchmark Transition Event or, an Early Opt-in
Election or an Other Benchmark Rate Election, as applicable, has previously occurred resulting in the
replacement of the then-current Benchmark for all purposes hereunder and under any Transaction Document in accordance with this Section 4.6
with a Benchmark Replacement the Unadjusted Benchmark Replacement component of which is not Term SOFR.


  


“Unadjusted
Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


“USD
LIBOR” means the London interbank offered rate for U.S. dollars.


 


ARTICLE V.


 


REPRESENTATIONS AND WARRANTIES


 


Section 5.1     Representations
and Warranties of the Seller. The Seller hereby represents and warrants to the Administrator, each Purchaser Agent and each Purchaser,
as to itself, as of the date hereof and as of the date of each Incremental Purchase and the date of each Reinvestment that:


 


(a)      Organization
and Qualification. The Seller’s only jurisdiction of organization is correctly set forth in the preamble of this Agreement.
The Seller is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation.
The Seller is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which the ownership of
its properties or the nature of its activities (including transactions giving rise to Receivables), or both, requires it to be so qualified
or, if not so qualified, the failure to so qualify would not have a material adverse effect on its financial condition or results of
operations.


 


(b)       Authority.
The Seller has the legal power and authority to execute and deliver the Transaction Documents, to make the sales provided for herein
and to perform its obligations under this Agreement and the other Transaction Documents.


 


(c)        Execution
and Binding Effect. Each of the Transaction Documents to which the Seller is a party has been duly and validly executed and delivered
by the Seller and (assuming the due and valid execution and delivery thereof by the other parties thereto), constitutes a legal, valid
and binding obligation of the Seller enforceable in accordance with its terms, except as the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization or other similar Laws of general application relating to or affecting the enforcement of creditors’
rights or by general principles of equity, and will vest absolutely and


 






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“Authorized
Officer” means, with respect to any Person, its president, corporate controller, treasurer, assistant treasurer,
chief accounting officer or chief financial officer.


 


“Available
Commitment” means, with respect to each Related Committed Purchaser the excess, if any, of such Related Committed
Purchaser’s Commitment over the amount funded as of such date by such Related Committed Purchaser with respect to outstanding principal
of the Receivable Interests under the Liquidity Agreement for the Conduit Purchaser, if any, in the related Purchaser Group.


 


“Bank
Funding” means the funding of a Receivable Interest hereunder by any Purchaser (other than Reliant Trust) other than
through the issuance of Commercial Paper and that is not a Liquidity Funding.


 


“Bank
Rate” means, with respect to each Receivable Interest that is funded through a Bank Funding, (a) the LIBO Rate
or (b) if the LIBO Rate is not available in accordance with Section 4.4 or 4.6, the Alternate Base Rate.


 


“Bank
Rate Funding” means a Bank Funding or a Liquidity Funding.


 


“Benchmark
Replacement” means the sum of: (a) the
alternate benchmark rate (which may include Term SOFR) that has been selected by the Administrator and
the Seller giving due consideration to (i) any selection or recommendation of a replacement 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 rate of
interest as a replacement to the LIBO Rate for U.S. dollar-denominated syndicated credit facilities and (b) the Benchmark
Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would
be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.


 


“Beneficial
Ownership Rule” means 31 C.F.R. § 1010.230.


 


“Broken
Funding Costs” means for any Receivable Interest which: (i) has its Invested Amount reduced (I) if funded
with Commercial Paper, without compliance by Seller with the notice requirements hereunder or (II) if funded by reference to (x) the
Yield Rate and based upon the LIBO Rate, on any date other than the Settlement Date or (ii) does not become subject to an Aggregate
Reduction following the delivery of any Reduction Notice or (iii) is assigned by any Conduit Purchaser to the Liquidity Providers
under the related Liquidity Agreement or terminated prior to the date on which it was originally scheduled to end; an amount equal to
the excess, if any, of (A) the CP Costs or Yield (as applicable) that would have accrued during the remainder of the Interest Periods
or the tranche periods for Commercial Paper determined by the applicable Purchaser Agent to relate to such Receivable Interest (as applicable)
subsequent to the date of such reduction, assignment or termination (or in respect of clause (ii) above, the date such Aggregate
Reduction was designated to occur pursuant to the Reduction Notice) of the Invested Amount of such Receivable Interest if such reduction,
assignment or termination had not occurred or such Reduction Notice had not been delivered, over (B) the sum of (x) to the
extent all or a portion of such Invested Amount is allocated to another Receivable Interest, the amount of CP Costs or Yield actually
accrued during the remainder of such period on such Invested Amount for the new Receivable Interest, and (y) to the extent such
Invested Amount is not allocated to another Receivable Interest, the income, if any, actually received during the such
Receivable and the date of issuance of a credit memo with respect to such Receivable (weighted based on the amount of such credit memo
when issued), as determined by the Servicer based upon the results of the most recent agreed upon procedures audit or
as otherwise agreed in writing among the Servicer, the Administrator and each Purchaser Agent, such Credit Memo Lag Time
to be recalculated by the Servicer upon each subsequent agreed upon procedures audit and effective with the first Settlement Reporting
Date following such recalculation (with the Credit Memo Lag Time as so recalculated remaining in effect until the next Credit Memo Lag
Time recalculation). On and after delivery of the agreed upon procedures audit next completed after
April 30, 2009, the “Credit Memo Lag Time” will be calculated based upon a random sample of not less than 75 credit
memos. As of April 30, 2009, the Credit Memo Lag Time is 54.2.


 






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“Cut-Off
Date” means the last day of a Calculation Period.


 


“Daily Eurodollar Rate”
means, on any date of determination, the 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 Dollars for a
period of thirty days 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 Dollar deposits in the London interbank market comparable to
those currently provided on such page, as determined by the Administrator from time to time), at approximately 11:00 a.m., London time,
two (2) Business Days prior to such date of determination; provided that if the Daily Eurodollar Rate, determined as
provided above, would be less than zero, the Daily Eurodollar Rate shall for all purposes of this Agreement be zero.


 


“Days
Sales Outstanding” means, as of any day, an amount equal to the product of (x) 91, multiplied by (y) the
amount obtained by dividing (i) the aggregate Outstanding Balance of Receivables as of the most recent Cut-Off Date, by (ii) the
aggregate amount of Receivables created during the three (3) Calculation Periods including and immediately preceding such Cut-Off
Date.


 


“Deemed
Collections” means Collections deemed received by Seller under Section 1.4(a).


 


“Default
Horizon Ratio” means, as of any Cut-Off Date, the ratio (expressed as a decimal) computed by dividing (i) the
aggregate amount of Receivables originated by the Originators during the four Calculation Periods ending on such Cut-Off Date, by (ii) the
Net Pool Balance as of such Cut-off Date.


 


“Default
Rate” means a rate per annum equal to the sum of (a) the greater of (i) the Prime Rate and (ii) one-half
of one percent (0.50%) above the Federal Funds Effective Rate and (b) 2.00%.


 


“Default
Ratio” means, as of any Cut-Off Date, the ratio (expressed as a percentage) computed by dividing (x) the total
amount of Receivables which became Defaulted Receivables during the Calculation Period that includes such Cut-Off Date, by (y) the
aggregate amount of receivables originated by the Originators during the Calculation Period occurring five months prior to the Calculation
Period ending on such Cut-Off Date.


 






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(o)            which
does not provide the Obligor with the right to obtain any cash advance thereunder;


 


(p)            which has not been selected in a manner
materially adverse to any Purchaser;


 


(q)            which
by its terms has Invoice Payment Terms of up to 30 days; provided, that Receivables due from an Extended Term Obligor
may have Invoice Payment Terms no longer than the applicable Extended Term (“Extended Term Receivables”); provided,
further, that an amount not to exceed 510%
of aggregate of all outstanding Receivables, excluding Extended Term Receivables, may have Invoice Payment Terms of between 31 and 60
days; and provided, further, that an amount not to exceed
10% of aggregate of all
outstanding Receivables may have Invoice Payment Terms of between 61 and 90 days; and provided, further, that
an amount not to exceed 5% of aggregate of all outstanding Receivables may have Invoice
Payment Terms of between 6191
and 90180
days;


 


(r)            which
is an eligible asset within the meaning of Rule 3a-7 promulgated under the Investment Company Act of 1940, as amended from time to
time;


 


(s)            which
is not of a type that has been disqualified by S&P or Moody’s for any other reason;


 


(t)            which
is not payable in installments (except for Receivables related to opening orders);


 


 (u)             which is not evidenced by a promissory note;




 


(v)            which
has terms which have not been modified, impaired, waived, altered, extended or renegotiated since the initial sale or provision of service
to an Obligor in any way not provided for in this Agreement; and


 


(w)            for
which the related invoice with respect to such Receivable does not include any Excluded Receivable.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation
issued thereunder.


 


“ERISA
Affiliate” means any trade or business (whether or not incorporated) under common control with Performance Guarantor
or ABDC within the meaning of Section 414(b) or


 


(c) of the Internal Revenue Code (and Sections 414(m) and
(o) of the Internal Revenue Code for purposes of provisions relating to Section 412 of the Internal Revenue Code).


 


“ERISA
Event” means (a) any Reportable Event with respect to a Pension Plan (other than an event for which the 30 day
notice period is waived); (b) a failure by any Pension Plan to satisfy the minimum funding standards (as defined in Section 412
of the Code or Section 302 of ERISA) applicable to such Pension Plan, in each instance, whether or not waived; (c) the filing
pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding
standard with respect to any Pension Plan; (d) a determination that any


 






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“Responsible
Officer” shall mean, with respect to the Seller, the Servicer, any Originator or the Performance Guarantor, the chief
executive officer, president, principal financial officer or treasurer of such Person and any other Person identified on the List of Responsible
Officers attached as Exhibit X hereto (as such list may be amended and supplemented from time to time) and agreed to by the
Administrator.


 


“Restricted
Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of any shares of
any class of capital stock of Seller now or hereafter outstanding, except a dividend payable solely in shares of that class of stock or
in any junior class of stock of Seller, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition
for value, direct or indirect, of any shares of any class of capital stock of Seller now or hereafter outstanding, (iii) any payment
or prepayment of principal of, premium, if any, or interest, fees or other charges on or with respect to, and any redemption, purchase,
retirement, defeasance, sinking fund or similar payment and any claim for rescission with respect to the Subordinated Loans (as defined
in the Receivables Sale Agreement), (iv) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of,
any outstanding warrants, options or other rights to acquire shares of any class of capital stock of Seller now or hereafter outstanding,
and (v) any payment of management fees by Seller (except for reasonable management fees to any Originator or its Affiliates in reimbursement
of actual management services performed).


 


“S&P”
means Standard and Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc.


 


“Sanctioned Country”
means, at any time, a country, territory or region that is itself the subject or target of any comprehensive Sanctions.


 


“Sanctioned Person” means
(a) any Person listed in any Sanctions-related list of specially designated foreign nationals or other Persons maintained (i) by
the Office of Foreign Assets Control of the US Department of Treasury, the US State Department or the US Department of Commerce or (ii) by
the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom, (b) any Person located,
organized or ordinarily resident in a Sanctioned Country or (c) any Person 50% or more owned by one or more Persons referenced in
clause (a).


 


“Sanctions” means economic
or financial sanctions or trade embargoes imposed, administered or enforced from time to time (a) by the US government, including
those administered by the Office of Foreign Assets Control of the US Department of Treasury, the US State Department or the US Department
of Commerce or (b) by the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.


 


“Scheduled
Facility Termination Date” means, for any Group Commitment, September 16, 2022November 4,
2024 or with respect to any Purchaser Group party to an Assumption Agreement or Transfer Supplement, such other date, if any,
set forth in the applicable Assumption Agreement or Transfer Supplement.


 


“Secured
Parties” means the Indemnified Parties.


 






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