Exhibit 10.1


 


EIGHTEENTH
AMENDMENT TO AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT


 


THIS
EIGHTEENTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of October 21, 2022 (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, GTA FUNDING LLC (“GTA Funding”), as an Uncommitted
Purchaser, 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 join GTA Funding as a party to the Agreement as an Uncommitted Purchaser.


 


Concurrently
herewith, GTA Funding and Reliant Trust are entering into that certain Transfer Supplement, dated as of the date hereof (the “Transfer
Supplement”), pursuant to the terms of which Reliant Trust is assigning all of its outstanding Invested Amount and all rights
to receive Yield and fees with respect thereto to GTA Funding.


 


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.             Joinder.


 


(a)           GTA
Funding as an Uncommitted Purchaser. From and after the date hereof, GTA Funding shall be a party to the Agreement as an “Uncommitted
Purchaser” for all purposes thereof and of the other Transaction Documents, and GTA Funding accepts and assumes all related rights
and agrees to be bound by all of the terms and provisions applicable to “Uncommitted Purchasers” contained in the Agreement
and the other Transaction Documents


 


(b)           Independent
Credit Decision. GTA Funding hereby confirms that it has, independently and without reliance upon the Administrator, any
Purchaser or any Purchaser Agent and based on such documents and information as it has deemed appropriate, made and will continue to
make its own appraisal of any investigation into the business, operations, property, prospects, financial and other
conditions and creditworthiness of the Seller, the Servicer, the Performance Guarantor or the Originators, and the Receivables and
made its own evaluation and decision to enter into this Amendment and the Agreement.


 






     


     


    

 


(c)           Notice Address. GTA Funding’s address for notices under the Agreement shall be the following:


 


If
to GTA Funding LLC:


 


GTA
Funding LLC


130
Adelaide Street West


12th
Floor


Toronto,
ON, M5H 3P5


 


(d)           Consent to Joinder. Each of the parties hereto (i) consents to the foregoing joinder of GTA Funding in the capacity of
an “Uncommitted Purchaser” and (ii) expressly waives any notice or other applicable requirements set forth in any Transaction
Document as a prerequisite or condition precedent to such joinder (other than as set forth herein).


 


3.             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.


 


4.             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 November 4, 2021.


 


5.             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.


 


6.            
Effectiveness. This Amendment shall become effective on the date hereof (the “Effective
Date”) upon satisfaction of each of the following conditions:


 






    2


     


    

 





(a)           receipt by the Administrator and each Purchaser Agent of counterparts of (i) this Amendment, (ii) the Transfer Supplement and
(iii) 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.


 


7.             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. The words “execution,” “signed,” “signature,” “delivery,” and
words of like import in or relating to any document to be signed in connection with this Amendment and the transactions contemplated
hereby shall be deemed to include an electronic sound, symbol, or process attached to, or associated with, a contract or other record
and adopted by a Person with the intent to sign, authenticate or accept such contract or record, deliveries or the keeping of records
in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical
delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable
law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records
Act, or any other similar state laws based on the Uniform Electronic Transactions Act.


 


8.            
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).


 


9.             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.


 


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


 


11.           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.


 


12.           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.


 


[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 and Corporate Treasurer
	 	 
	 	AMERISOURCEBERGEN DRUG CORPORATION,


    as initial Servicer
	 	 
	 	By: 	/s/ J.F. Quinn
	 	Name: 	J. F. Quinn
	 	Title: 	Senior Vice President and Corporate Treasurer



 


	Acknowledged and Agreed	 
	 	 
	AMERISOURCEBERGEN CORPORATION	 
	 	 
	By: 	/s/ J.F. Quinn	 
	Name: 	J. F. Quinn	 
	Title: 	Senior Vice President and Corporate Treasurer	 




 






    	 	S-1	Eighteenth 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	Eighteenth Amendment to RPA
 (ARFC)



     


    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as an Uncommitted Purchaser
	 	 
	 	By: 	/s/ Ryan Tozier
	 	Name: 	Ryan Tozier
	 	Title: 	Managing Director
	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as Purchaser Agent and Related Committed Purchaser for Wells Fargo Bank, National Association
	 	 
	 	By: 	/s/ Ryan Tozier
	 	Name: 	Ryan Tozier
	 	Title: 	Managing Director



 



    	 	S-3	Eighteenth 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	Eighteenth 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	Eighteenth 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	Eighteenth 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
	 	 
	 	GTA FUNDING LLC,
	 	as an Uncommitted Purchaser
	 	 
	 	By:	/s/ Kevin J. Corrigan
	 	Name: 	Kevin J. Corrigan
	 	Title:	Vice President
	 	 
	 	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	Eighteenth Amendment to RPA
 (ARFC)



     


    

 


EXHIBIT
A


 


(attached)


 






    	 	Exhibit A-1	Eighteenth Amendment to RPA
 (ARFC)



     


    

 


EXECUTION VERSION


Exhibit A to SeventeenthEighteenth
Amendment dated November 4October 21, 20212022


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


Seventeenth Amendment dated 11/4/21


 


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


 






     


     


    

 


TABLE OF CONTENTS


 





	 	 	Page
	 	 	 
	ARTICLE I.	PURCHASE ARRANGEMENTS	
	Section 1.1	Purchase Facility	2
	Section 1.2	Incremental Purchases	5
	Section 1.3	Decreases	6
	Section 1.4	Deemed Collections; Purchase Limit	6
	Section 1.5	Payment Requirements and Computations	7
	Section 1.6	[Reserved]	7
	Section 1.7	Sharing of Payments, etc.	7
	ARTICLE II.	PAYMENTS AND COLLECTIONS	 
	Section 2.1	Payments of Recourse Obligations	8
	Section 2.2	Collections
    Prior to the Final Facility Termination Date; Repayment of Certain Demand Advances	8
	Section 2.3	Repayment
    of Demand Advances on the Final Facility Termination Date; Collections	9
	Section 2.4	Payment Rescission	10
	Section 2.5	Clean Up Call	10
	ARTICLE III.	COMMERCIAL PAPER FUNDING	 
	Section 3.1	CP Costs	10
	Section 3.2	Calculation of CP Costs	10
	Section 3.3	CP Costs Payments	10
	Section 3.4	Default Rate	11
	ARTICLE IV.    	BANK RATE FUNDINGS	 
	Section 4.1	Bank Rate Fundings	11
	Section 4.2	Yield Payments	11
	Section 4.3	[Reserved]	11
	Section 4.4	Suspension of the LIBO RateInability to Determine Rates;Change in Legality	12
	Section 4.5	Default Rate	13
	ARTICLE V.	REPRESENTATIONS AND WARRANTIES	 
	Section 5.1	Representations and Warranties of the Seller	22
	Section 5.2	Representations
    and Warranties of the Seller With Respect to Each Sale of Receivables	27
	Section 5.3	Representations and Warranties of Servicer	28


 






    i


     


    

 





	ARTICLE VI.    	CONDITIONS OF PURCHASES	 
	Section 6.1	Conditions
    Precedent to Initial Incremental Purchase; Closing Date	31
	Section 6.2	Conditions Precedent to All Purchases and Reinvestments	31
	ARTICLE VII.	 COVENANTS	 
	Section 7.1	Affirmative Covenants of the Seller	32
	Section 7.2	Negative Covenants of the Seller	37
	Section 7.3	Affirmative Covenants of the Servicer	40
	Section 7.4	Negative Covenants of the Servicer	44
	ARTICLE VIII.   	ADMINISTRATION AND COLLECTION	 
	Section 8.1	Designation of Servicer	46
	Section 8.2	Duties of Servicer	47
	Section 8.3	Collection Notices	48
	Section 8.4	Responsibilities of Seller	49
	Section 8.5	Settlement Reports	49
	Section 8.6	Servicing Fee	49
	ARTICLE IX.	AMORTIZATION EVENTS	 
	Section 9.1	Amortization Events	49
	Section 9.2	Remedies	53
	ARTICLE X.	INDEMNIFICATION	 
	Section 10.1	Indemnities by the Seller Parties	53
	Section 10.2	Increased Cost and Reduced Return	56
	Section 10.3	Other Costs and Expenses	56
	ARTICLE XI.	THE AGENTS	 
	Section 11.1	Appointment and Authorization	57
	Section 11.2	Delegation of Duties	58
	Section 11.3	Exculpatory Provisions	58
	Section 11.4	Reliance by Agents	58
	Section 11.5	Notice of Amortization Events	59
	Section 11.6	Non-Reliance
    on Administrator, Purchaser Agents and Other Purchasers	59
	Section 11.7	Administrators and Affiliates	60
	Section 11.8	Indemnification	60
	Section 11.9	Successor Administrator	60


 






    ii


     


    

 





	ARTICLE XII.    	ASSIGNMENTS AND PARTICIPATIONS	 
	Section 12.1	Successors and Assigns; Participations; Assignments	63
	ARTICLE XIII.  	MISCELLANEOUS	 
	Section 13.1	Waivers and Amendments	65
	Section 13.2	Notices	66
	Section 13.3	Protection of Administrator’s Security Interest	66
	Section 13.4	Confidentiality	67
	Section 13.5	Bankruptcy Petition	68
	Section 13.6	Limitation of Liability	68
	Section 13.7	CHOICE OF LAW	69
	Section 13.8	CONSENT TO JURISDICTION	69
	Section 13.9	WAIVER OF JURY TRIAL	69
	Section 13.10	Integration; Binding Effect; Survival of Terms	69
	Section 13.11	Counterparts; Severability; Section References	70
	Section 13.12	Characterization	70
	Section 13.13	Amendment and Restatement	71
	Section 13.14	Ratification by Performance Guarantor	71
	Section 13.15	Federal Reserve; Etc.	71
	Section 13.16	Patriot Act	71
	Section 13.17	Defaulted Receivables	72


 






    iii


     


    

 





EXHIBITS AND SCHEDULES


 


	Exhibit I	Definitions
	 	 
	Exhibit II	Form of Purchase Notice
	 	 
	Exhibit III	Places of Business of the Seller Parties; Locations of Records
	 	 
	Exhibit IV	Form of Compliance Certificate
	 	 
	Exhibit V	Form of Collection Account Agreement
	 	 
	Exhibit VI	Form of Settlement Report
	 	 
	Exhibit VII	Form of Assumption Agreement
	 	 
	Exhibit VIII	Form of Transfer Supplement
	 	 
	Exhibit IX	Form of Second Amended and Restated Performance Undertaking
	 	 
	Exhibit X	List of Responsible Officers
	 	 
	Exhibit XI	Form of Interim Settlement Report
	 	 
	Exhibit XII	Form of Reduction Notice
	 	 
	Exhibit XIII	Form of Legend
	 	 
	Exhibit XIV	Form of Purchase Limit Increase Request
	 	 
	Exhibit XV	Form of Purchase Limit Decrease Request
	 	 
	Exhibit XVI	Form of Accordion Confirmation
	 	 
	Exhibit XVII	Form of Excluded Obligor Request




 


Schedule A Closing Documents


 






    iv


     


    

 





AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT


 


THIS AMENDED AND RESTATED RECEIVABLES
PURCHASE AGREEMENT, dated as of April 29, 2010 is entered into by and among:


 


(a)   
Amerisource Receivables Financial Corporation, a Delaware corporation (“Seller”),


 


(b)   AmerisourceBergen Drug Corporation, a Delaware corporation (“ABDC”), as initial Servicer (the Servicer
together with Seller, the “Seller Parties” and each, a “Seller Party”),


 


(c)    the various
Purchaser Groups from time to time party hereto, and


 


(d)    MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), as administrator for each Purchaser Group (together with its
successors and assigns in such capacity, the “Administrator”).


 


Unless defined elsewhere herein, capitalized terms used
in this Agreement shall have the meanings assigned to such terms in Exhibit I.


 


PRELIMINARY STATEMENTS


 


1.                 
Seller desires to transfer and assign Receivable Interests from time to time.


 


2.                 
The Purchasers desire to purchase Receivable Interests from Seller from time to time.


 


3.                 
MUFG Bank, Ltd., has been requested and is willing to act as Administrator on behalf of the Purchasers and their assigns in
accordance with the terms hereof.


 


4.                 
The Seller, the Servicer, the Purchaser Agents and Purchasers party hereto and the Administrator have previously entered into that certain
Receivables Purchase Agreement, dated as of July 10, 2003 (as amended, restated, supplemented or otherwise modified through the date hereof,
the “Original Agreement”).


 


5.                 
The parties hereto desire to amend and restate the Original Agreement on the terms and conditions set forth herein.


 


In consideration of the mutual agreements,
provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 






    


     


    

 


ARTICLE I.


 


PURCHASE ARRANGEMENTS


 


Section 1.1         Purchase Facility.


 


(a)       Upon the terms and subject to the
conditions of this Agreement (including, without limitation, Article VI), from time to time prior to the applicable Facility
Termination Date, Seller may request that the Uncommitted Purchasers, or, if an Uncommitted Purchaser (in its sole discretion)
denies such request or is unable to fund (in which case it shall provide notice of such denial or inability to the Seller, the
Administrator and its Purchaser Agent), request that the Related Committed Purchasers, purchase from Seller undivided ownership
interests in the Receivables and the associated Related Security and Collections (which interest shall be held by the Administrator
on behalf of the applicable Purchasers). Each Uncommitted Purchaser may (in its sole discretion), and each Related Committed
Purchaser severally hereby agrees to, make Incremental Purchases, on the terms and subject to the conditions hereof before the
applicable Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Incremental
Purchase requested pursuant to Section 1.2 (and, in the case of each Related Committed Purchaser, its Commitment Percentage
of its Purchaser Group’s Ratable Share of such Purchase); provided that no Purchase shall be made by any
Purchaser if, after giving effect thereto, either (i) if such Purchaser is a Related Committed Purchaser, such Purchaser’s
aggregate Invested Amount would exceed its Available Commitment, (ii) the Group Invested Amount would exceed the Group Commitment
for such Purchaser’s Purchaser Group, or (iii) the aggregate of the Receivable Interests would exceed 100%. It is the intent
of the Conduit Purchasers to fund any Purchases hereunder through the issuance of Commercial Paper. If for any reason any Conduit
Purchaser is unable, or determines that it is undesirable, to issue Commercial Paper to fund or maintain its investment in the
Receivable Interests, or is unable for any reason to repay such Commercial Paper upon the maturity thereof, such Conduit Purchaser
may avail itself of a Liquidity Funding to the extent available. If any Purchaser funds or refinances its investment in a Receivable
Interest through any means other than the issuance of Commercial Paper, in lieu of paying CP Costs on the Invested Amount pursuant
to Article III hereof, Seller will pay Yield thereon at the applicable Yield Rate in accordance with Article IV
hereof. Nothing herein shall be deemed to constitute a commitment of any Conduit Purchaser to issue Commercial Paper.


 


(b)       Seller may, once monthly, during each
of the first and fourth calendar quarters of each year (the “Accordion Period”):


 


(X) upon at least
15 Business Days’ prior written notice in substantially the form of Exhibit XIV hereto (a “Purchase Limit Increase
Request”) to the Administrator and each Purchaser Agent, request that each Purchaser Group increase its respective existing
Group Commitment; provided that:


 


(i)   such requested increase shall be in an amount not less than $50,000,000 in the aggregate and the Purchase Limit after giving effect to
such increases shall not exceed the sum of (A) the Non-Accordion Purchase Limit and (B) $250,000,000 without the prior written consent
of all Purchaser Agents,


 


(ii)   each Purchaser Agent (on behalf of the related Purchaser Group) shall, in its sole discretion, make a determination whether or not
to grant any request to increase its Purchaser Group’s Group Commitment under this clause (b) and shall notify the
Seller and the Administrator in writing of such determination within ten (10) Business Days of receipt of a Purchase Limit Increase
Request; provided that if any Purchaser Agent fails to so notify the Seller or the Administrator, the applicable Purchasers shall be
deemed to have refused to consent to such Purchase Limit Increase Request,


 






    2


     


    

 


(iii)   the Seller’s request for the increases in the respective Group Commitments of the Purchaser Groups shall be ratable with respect
to each such Purchaser Group (according to the then existing Group Commitments of all such Purchaser Groups), and if Purchaser Groups
holding less than 100% of the aggregate Group Commitments of all Purchaser Groups consent to such increase in their respective Group Commitment,
the Seller may request increases in the Group Commitments of the Purchaser Groups who have consented (any such Purchaser Group, an “Increasing
Purchaser Group”) (by written notice to the Purchaser Agents for the Increasing Purchaser Groups), on a ratable basis (based
on the then existing Group Commitments of all such Increasing Purchaser Groups), unless otherwise consented to in writing by all the Purchaser
Agents for such Increasing Purchaser Groups and at the sole discretion of the Purchaser Agents for each such Increasing Purchaser Group,


 


(iv)   notwithstanding
anything herein to the contrary, (A) to the extent the Aggregate Invested Amount is at any time equal to or less than the Non-Accordion
Purchase Limit, all Incremental Purchases shall be made during such time ratably according to each Purchaser’s Ratable Share of
the Non-Accordion Purchase Limit prior to giving effect to any increases under this clause (b) and (B) so long as the Aggregate
Invested Amount is greater than the Non-Accordion Purchase Limit, all Incremental Purchases with respect to the Accordion Purchase Limit
shall be made ratably according to each Purchaser’s Accordion Ratable Share of the Accordion Purchase Limit,


 


(v)   on
the first day of the second calendar quarter of each year, (A) the Purchase Limit, if greater than the Non-Accordion Purchase Limit on
the last day of the immediately preceding calendar quarter, shall automatically be reduced to the Non-Accordion Purchase Limit and each
Purchaser Group’s Group Commitment will revert to the amount shown on its signature page herein and (B) if the aggregate Accordion
Invested Amount is greater than zero after giving effect to such automatic reduction pursuant to this sub-clause (v), the Seller
shall pay to each Purchaser Agent for the benefit of the related Purchasers in the Increasing Purchaser Groups immediately an amount to
be applied to reduce such Purchaser’s Accordion Invested Amount (ratably, according to each Purchaser’s Accordion Invested
Amount), such that after giving effect to such payment, the aggregate Accordion Invested Amount is equal to zero, and


 






    3


     


    

 


(vi)   
the Seller shall (and shall cause the Servicer to) deliver all documents, instruments, reports, opinions and agreements as the
Administrator and any Purchaser Agent may reasonably request in connection with making a determination as to whether or not to grant
any request under this clause (b), including, on or prior to the effectiveness of any increase pursuant to this clause
(b), a confirmation regarding such increase for each Increasing Purchaser Group, substantially in the form of Exhibit XVI hereto
(an “Accordion Confirmation”) and executed by the Seller, the Servicer, the Administrator and the
Purchaser Agent for each such Increasing Purchaser Group, an executed copy of which shall be circulated to each Purchaser Agent by
the Administrator, or


 


(Y) upon at least 10 Business Days’
prior written notice in substantially the form of Exhibit XV hereto (a “Purchase Limit Decrease Notice”)
to the Administrator and each Purchaser Agent, the Seller may request a reduction in the Purchase Limit to an amount no less than the
Non-Accordion Purchase Limit (ratably, based on such Purchaser Group’s Accordion Invested Amount after giving effect to any increases
under this clause (b)) and such decrease shall be in an amount not less than $50,000,000 in the aggregate, and, if the Aggregate
Invested Amount would exceed the Purchase Limit after giving effect to such optional reduction pursuant to this clause (b), the
Seller shall pay to each Purchaser Agent for the benefit of the related Purchasers immediately upon such optional reduction an amount
to be applied to reduce the Aggregate Invested Amount (ratably, according to each Purchaser’s aggregate Accordion Invested Amount),
such that after giving effect to such payment, the Aggregate Invested Amount is equal to the Purchase Limit.


 


(c)      Seller may, upon at least 15 days’
notice to the Administrator (which shall promptly forward a copy to each Purchaser Agent), terminate the purchase facility in whole or
reduce, in whole or in part, the unused portion of the Purchase Limit (but not below the amount which would cause the Group Invested Amount
of any Purchaser Group to exceed its Group Commitment (after giving effect to such reduction) and, unless terminated in whole, not below
$100,000,000); provided that each partial reduction of the Purchase Limit shall be in an amount equal to $10,000,000 (or
a larger integral multiple of $1,000,000 if in excess thereof). Such reduction shall, unless otherwise agreed to in writing by the Seller,
the Administrator and each Purchaser Agent be applied ratably to reduce the Group Commitment of each Purchaser Group; provided that
if the Seller requests such reduction or termination during an Accordion Period and the Purchase Limit is then greater than the
Non-Accordion Purchase Limit, the Purchase Limit shall first be reduced to equal the Non-Accordion Purchase Limit in accordance with Section
1.1(b) prior to effecting any reduction or termination under this clause (c).


 






    4


     


    

 


(d)     If any
Purchaser is a Defaulting Purchaser, then the Seller may, at its sole expense and effort, upon not less than five Business
Days’ prior notice to such Defaulting Purchaser, the related Defaulting Purchaser Group, the Administrator and each Purchaser
Agent, (i) join a new Purchaser Group to the Agreement and require the Defaulting Purchaser Group to assign and delegate, without
recourse, all of their respective interests, rights and obligations under this Agreement and the related Transaction Documents to
such new Purchaser Group (and in accordance with and subject to the terms and provisions set forth in this Agreement, including,
without limitation Article XII hereof); provided, that, in connection with such assignment, such Defaulting
Purchaser Group shall have received an amount equal to the outstanding principal of its Invested Amount, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder and under the other Transaction Documents from the assignees (to the
extent of such outstanding principal and accrued interest and fees) or the Seller (in the case of all other amounts) (the
 “Defaulting Purchaser Group Payoff Amount”) or (ii) declare the Facility Termination Date for such
Defaulting Purchaser Group to have occurred, whereupon each Purchaser in such Defaulting Purchaser Group shall be an Exiting
Purchaser for all purposes hereunder. Upon the effectiveness of any such assignment contemplated in clause (i) above, the
members of the Defaulting Purchaser Group shall cease to be parties to this Agreement and shall have no further rights, obligations
or interest under the Transaction Documents (other than any rights, obligations or interests that by their terms expressly survive
any termination thereof). The Defaulting Purchaser Group’s receipt of payment in full of the Defaulting Purchaser Group Payoff
Amount in connection with any such assignment contemplated in clause (i) above will constitute payment in full and
satisfaction in full of all of the Seller’s obligations to the Defaulting Purchaser Group under the Transaction Documents
(other than with respect to the indemnification and other liabilities and obligations which by their terms expressly survive any
termination thereof).


 


(e)     If,
prior to the date of any assignment contemplated by clause (d)(i) above or declared Facility Termination Date contemplated by clause
(d)(ii) above, a Defaulting Purchaser (i) makes the Incremental Purchase the prior failure of which to make caused such
Purchaser to become a Defaulting Purchaser or (ii) the Administrator, each Purchaser Agent and the Seller agree in writing in their
discretion that such Purchaser should no longer be deemed a Defaulting Purchaser, the Administrator will, in either case, so notify
the parties hereto, and, upon the date of such Incremental Purchase or the effective date specified in such notice and subject to
any conditions set forth therein, such Defaulting Purchaser shall cease to be a Defaulting Purchaser and its related Defaulting
Purchaser Group shall cease to be a Defaulting Purchaser Group.


 


Section 1.2        Incremental Purchases. Seller
shall provide the Administrator and each Purchaser Agent with at least one (1) Business Day’s prior written notice in a form set
forth as Exhibit II hereto of each Incremental Purchase (each, a “Purchase Notice”) by 12:00 noon (New
York time) on the Business Day prior to the Purchase Date. Each Purchase Notice shall be subject to Section 6.2 hereof and, except
as set forth below, shall be irrevocable and shall specify the requested Purchase Price (which shall not be less than $500,000, or a larger
integral multiple of $100,000, with respect to each Purchaser Group) and the Purchase Date. Following receipt of a Purchase Notice, the
applicable Purchaser Agent will determine whether the related Uncommitted Purchaser will fund the requested Incremental Purchase. If such
Uncommitted Purchaser (in its sole discretion) elects not to fund an Incremental Purchase, the Incremental Purchase shall be funded ratably
by its Related Committed Purchasers (in accordance with such Related Committed Purchasers’ Available Commitments). On each Purchase
Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Purchaser shall deposit
to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to such Purchaser’s
portion (based on each Purchaser Group’s Ratable Share and, if applicable, such Purchaser’s Available Commitment) of the requested
Purchase Price.


 






    5


     


    

 


Section 1.3        Decreases. Seller
shall provide the Administrator and each Purchaser Agent with prior written irrevocable notice in the form set forth as Exhibit
XII hereto (a “Reduction Notice”) of any proposed reduction of Aggregate Invested Amount at least one
Business Day prior to any such proposed reduction. Such Reduction Notice shall designate (i) the date (the “Proposed
Reduction Date”) upon which any such reduction of Aggregate Invested Amount shall occur, and (ii) the amount of
Aggregate Invested Amount to be reduced (the “Aggregate Reduction”) which shall be applied to all
Receivable Interests (ratably, according to each Purchaser’s aggregate Invested Amount).


 


Section 1.4        Deemed Collections; Purchase Limit.


 


(a)       If on any day:


 


(i)        the Outstanding Balance of any Receivable is reduced or cancelled as a result of any credit issued for returned or repossessed goods,
any shortages, any pricing adjustment, any volume rebate or any other allowance, adjustment or deduction by any Originator or any Affiliate
thereof, or as a result of any governmental or regulatory action, or


 


(ii)       the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff or disputed item in respect of any claim by the
Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or


 


(iii)      the Outstanding Balance of any Receivable is reduced on account of the obligation of any Originator or any Affiliate thereof to pay to
the related Obligor any rebate or refund, or


 


(iv)      the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Settlement
Report (for any reason other than receipt of Collections or such Receivable becoming a Defaulted Receivable), or


 


(v)       any of the representations or warranties of Seller with respect to any Receivable set forth in Article V were not true when made,


 


then, on such day, Seller shall be deemed to have received a Collection
of such Receivable (A) in the case of clauses (i) through (iv) above, in the amount of such reduction or cancellation or
the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and
(B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable and, not later than one (1) Business
Day thereafter shall pay to the Collection Account the amount of any such Collection deemed to have been received in the same manner as
actual cash collections are distributed under the terms of this Agreement.


 


(b)       Seller shall ensure that the Aggregate
Invested Amount at no time exceeds the Purchase Limit. If at any time the Aggregate Invested Amount exceeds the Purchase Limit, Seller
shall pay to each Purchaser Agent for the benefit of the related Purchasers immediately an amount to be applied to reduce the Aggregate
Invested Amount (ratably, according to each Purchaser’s aggregate Invested Amount), such that after giving effect to such payment
the Aggregate Invested Amount is less than or equal to the Purchase Limit.


 


(c)       Seller shall also ensure that the
aggregate of the Receivable Interests shall at no time exceed 100%. If the aggregate of the Receivable Interests exceeds 100%,
Seller shall pay to each Purchaser Agent for the benefit of the related Purchasers on or before the next Business Day an amount to
be applied to reduce the Aggregate Invested Amount (ratably, according to each Purchaser’s aggregate Invested Amount), such
that after giving effect to such payment the aggregate of the Receivable Interests equals or is less than 100%.


 






    6


     


    

 


Section 1.5        Payment Requirements and
Computations. All amounts to be paid or deposited by any Seller Party pursuant to any provision of this Agreement shall be paid or
deposited in accordance with the terms hereof no later than 2:00 p.m. (New York time) on the day when due in immediately available funds,
and if not received before 2:00 p.m. (New York time) shall be deemed to be received on the next succeeding Business Day. If such amounts
are payable to or for the account of any Purchaser, such amounts shall be paid to the account from time to time specified by the related
Purchaser Agent to the Seller and the Servicer. All computations of CP Costs, Yield, per annum fees calculated as part of any CP
Costs, per annum fees hereunder and per annum fees under the Fee Letters shall be made on the basis of a year of 360 days
for the actual number of days elapsed. If any amount hereunder shall be payable on a day which is not a Business Day, such amount shall
be payable on the next succeeding Business Day. Notwithstanding anything herein or in any Fee Letter to the contrary, “Unused Fees”
shall not accrue with respect to any Defaulting Purchaser on any day such Purchaser is a Defaulting Purchaser pursuant to clause (i)
of the definition thereof (without prejudice to the rights of any Purchasers other than such Defaulting Purchaser in respect of such “Unused
Fees”); for the avoidance of doubt, (a) “Unused Fees” shall accrue with respect to any Defaulting Purchaser that is
a Defaulting Purchaser solely pursuant to clause (ii) of the definition thereof, and (b) any “Unused Fees” that have
accrued under any Fee Letter with respect to a Defaulting Purchaser prior to the date such Purchaser became a Defaulting Purchaser pursuant
to clause (i) of the definition thereof shall be payable as and when required in accordance with the terms thereof.


 


Section 1.6        [Reserved].


 


Section 1.7        Sharing of Payments, etc. If
any Uncommitted Purchaser or any Related Committed Purchaser (for purpose of this Section 1.7 only, a “Recipient”)
shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of any
interest in the Receivable Interest owned by it in excess of its ratable share thereof, such Recipient shall forthwith purchase from the
Uncommitted Purchasers and/or the Related Committed Purchasers entitled to a share of such amount participations in the percentage interests
owned by such Persons as shall be necessary to cause such Recipient to share the excess payment ratably with each such other Person entitled
thereto; provided, however, that if all or any portion of such excess payment is thereafter recovered from such Recipient,
such purchase from each such other Person shall be rescinded and each such other Person shall repay to the Recipient the purchase price
paid by such Recipient for such participation to the extent of such recovery, together with an amount equal to such other Person’s
ratable share (according to the proportion of (a) the amount of such other Person’s required payment to (b) the total amount so
recovered from the Recipient) of any interest or other amount paid or payable by the Recipient in respect of the total amount so recovered.


 






    7


     


    

 





ARTICLE II.


 


PAYMENTS AND COLLECTIONS


 


Section 2.1        Payments of Recourse Obligations.
Seller hereby promises to pay the following (collectively, the “Recourse Obligations”):


 


(a)       all amounts due and owing under Section 1.3 or 1.4 on the dates specified


 


therein;


 


(b)       the fees set forth in the Fee Letters on the dates specified therein;


 


(c)        all accrued and unpaid Yield on the Receivable Interests accruing Yield at the Yield Rate on each Settlement Date applicable thereto;


 


(d)       [Reserved];


 


(e)        all accrued and unpaid CP Costs on the Receivable Interests funded with Commercial Paper on each Settlement Date; and


 


(f)        all Broken Funding Costs and all amounts due and owing under Article X, including, Indemnified Amounts, in each case, upon demand.


 


Section 2.2        Collections
Prior to the Final Facility Termination Date; Repayment of Certain Demand Advances.


 


(a)       Prior to the Final Facility Termination
Date, any Deemed Collections received by the Servicer and the Purchasers’ Portion of any Collections received by the Servicer shall
be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided
in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Final Facility Termination Date,
Seller hereby requests and each Purchaser (other than any Exiting Purchasers) hereby agrees to make, simultaneously with such receipt,
a reinvestment (each, a “Reinvestment”) with the Purchasers’ Portion of the balance of each and every
Collection received by the Servicer such that after giving effect to such Reinvestment, the Invested Amount of the Receivable Interests
of each Purchaser (other than an Exiting Purchaser) immediately after such receipt and corresponding Reinvestment shall be equal to the
amount of such Invested Amounts immediately prior to such receipt.


 


(b)      On each Settlement Date prior to the
Final Facility Termination Date, the Servicer shall remit to each Purchaser Agent for the benefit of its Purchaser Group (or, if applicable,
to the Administrator for its own benefit) the amounts set aside during the preceding Calculation Period that have not been subject to
a Reinvestment and (after deduction of its Servicing Fee) apply such amounts (if not previously paid in accordance with Section 2.1)
to the Aggregate Unpaids in the order specified:


 


first, ratably to the payment
of all accrued and unpaid CP Costs, Yield and Broken Funding Costs (if any) that are then due and owing,


 






    8


     


    

 





second, ratably to the
payment of all accrued and unpaid fees under the Fee Letters (if any) that are then due and owing,


 


third, to the ratable
reduction of the aggregate Invested Amount of each Exiting Purchaser,


 


fourth,
if required under Section 1.1( b)(v)(B), 1.3 or 1.4, first, to the reduction of the aggregate Accordion Invested
Amount (ratably according to each Purchaser’s Accordion Invested Amount until such amount is reduced to zero) and second, to the
ratable reduction of the Aggregate Invested Amount (in each case, after giving effect to the amounts, if any, distributed pursuant to
clause third above),


 


fifth, for
the ratable payment of all other unpaid Recourse Obligations, if any, that are then due and owing, and


 


sixth, the balance, if
any, to Seller or otherwise in accordance with Seller’s instructions.


 


(c) If the Collections are insufficient to pay the
Servicing Fee and the amounts specified in clauses first through fifth above on any Settlement Date, Seller shall make demand
upon ABDC for repayment of any outstanding Demand Advances in an aggregate amount equal to the lesser of (i) the amount of such shortfall
in Collections, and (ii) the aggregate outstanding principal balance of the Demand Advances, together with all accrued and unpaid interest
thereon, and ABDC hereby agrees to pay such amount to the Collection Account for distribution on such Settlement Date in accordance with
the priorities above.


 


Section 2.3        Repayment of Demand Advances
on the Final Facility Termination Date; Collections


 


(a)       On the Final Facility Termination Date,
ABDC hereby agrees to repay the aggregate outstanding principal balance of all Demand Advances, together with all accrued and unpaid interest
thereon, to the Collection Account, without demand or notice of any kind, all of which are hereby expressly waived by ABDC.


 


(b)      On the Final Facility Termination Date
and on each day thereafter, the Servicer shall set aside and hold in trust, for the Secured Parties, all Collections received on each
such day. On and after the Final Facility Termination Date, the Servicer shall, on each Settlement Date and on each other Business Day
specified by the Administrator (after deduction of any accrued and unpaid Servicing Fee as of such date): (i) remit to each Purchaser
Agent for the benefit of its Purchaser Group (or, if applicable, to the Administrator for its own benefit) the amounts set aside pursuant
to the preceding two sentences, and (ii) apply such amounts to reduce the Aggregate Unpaids as follows:


 


first, to the reimbursement
of the Administrator’s and each Purchaser Agent’s costs of collection and enforcement of this Agreement,


 


second, ratably to the
payment of all accrued and unpaid CP Costs, Yield and Broken Funding Costs,


 






    9


     


    

 





third, ratably to the payment of all accrued
and unpaid fees under the Fee Letters,


 


fourth, to the ratable reduction of Aggregate
Invested Amount,


 


fifth, for the ratable payment of all other Aggregate
Unpaids, and


 


sixth, after the Final Payout Date, to Seller.


 


Section 2.4        Payment Rescission.
No payment of any of the Aggregate Unpaids shall be considered paid or applied hereunder to the extent that, at any time, all or any portion
of such payment or application is rescinded by application of law or judicial authority, or must otherwise be returned or refunded for
any reason. Seller shall remain obligated for the amount of any payment or application so rescinded, returned or refunded, and shall promptly
pay to the applicable Purchaser Agent (for application to the Person or Persons who suffered such rescission, return or refund) the full
amount thereof, plus interest thereon at the Default Rate from the date of any such rescission, return or refunding.


 


Section 2.5        Clean Up Call. In addition
to Seller’s rights pursuant to Section 1.3, Seller shall have the right (after providing the Administrator and each Purchaser
Agent with at least two (2) Business Days prior notice), at any time following the reduction of the Aggregate Invested Amount to a level
that is less than 10.0% of the original Purchase Limit, to repurchase all, but not less than all, of the then outstanding Receivable Interests
plus any Broken Funding Costs. The purchase price in respect thereof shall be an amount equal to the Aggregate Unpaids through the date
of such repurchase, payable in immediately available funds in accordance with Section 2.3(b). Such repurchase shall be without
representation, warranty or recourse of any kind by, on the part of, or against any Purchaser, any Purchaser Agent or the Administrator.


 


ARTICLE III.


 


COMMERCIAL PAPER FUNDING


 


Section 3.1        CP Costs. Seller shall pay CP
Costs with respect to the Invested Amount of all Receivable Interests funded through the issuance of Commercial Paper or otherwise funded
by Reliant Trust.


 


Section 3.2        Calculation
of CP Costs. On each Business Day, each Purchaser (or the applicable Purchaser Agent on its behalf) shall calculate the aggregate
amount of CP Costs applicable to its Receivable Interests accrued through the end of the preceding Business Day and shall notify Seller
of such aggregate amount; provided, however, if any Conduit Purchaser is unable or unwilling to make such daily
calculation, such Conduit Purchaser (or the applicable Purchaser Agent on its behalf) shall only be required to notify the Seller on
the first Business Day of each calendar week with respect to the applicable CP Costs for each Business day in the preceding week.


 


Section 3.3        CP Costs
Payments. On each Settlement Date, Seller shall pay to the applicable Purchaser Agent (for the benefit of the related Conduit
Purchaser) an aggregate amount equal to all accrued and unpaid CP Costs in respect of the portion of the Invested Amounts of all
Receivable Interests funded by such Conduit Purchaser with Commercial Paper or otherwise funded by Reliant Trust for the Calculation
Period then most recently ended in accordance with Article II.


 






    10


     


    

 



 


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.


 


(a) 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.


 


(b) In connection with the use or
administration of Daily One Month Term SOFR, the Administrator will have the right to make Conforming Changes from time to time and, notwithstanding
anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become
effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrator
will promptly notify the Seller and the Purchaser Agents of the effectiveness of any Conforming Changes in connection with the use or
administration of Daily One Month Term SOFR.


 


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.


 






    11 


     


    

 


Section 4.4 Inability to Determine Rates;
Change in Legality.


 


(a) Subject to Section 4.6, if, on
any day with respect to any Daily One Month Term SOFR Invested Amounts:


 


(i) the Administrator
determines (which determination shall be conclusive and binding absent manifest error) that “Daily One Month Term SOFR” cannot
be determined pursuant to the definition thereof, or


 


(ii) the Required Purchaser
Agents determine that for any reason in connection with any request for Daily One Month Term SOFR Invested Amounts or a conversion thereto
or a continuation thereof that Daily One Month Term SOFR for any day with respect to Daily One Month Term SOFR Invested Amounts does not
adequately and fairly reflect the cost to the applicable Purchasers of funding such Purchase, and the Required Purchaser Agents have provided
notice of such determination to the Administrator,


 


the Administrator will promptly so notify
the Seller and each Purchaser.


 


Upon notice thereof
by the Administrator to the Seller, any obligation of the Purchasers to fund Daily One Month Term SOFR Invested Amounts, and any right
of the Seller to continue Daily One Month Term SOFR Invested Amounts or to convert Base Rate Invested Amounts to Daily One Month Term
SOFR Invested Amounts, shall be suspended (to the extent of the affected Daily One Month Term SOFR Invested Amounts) until the Administrator
(with respect to clause (ii), at the instruction of the Required Purchaser Agents) revokes such notice. Upon receipt of such notice, (i)
the Seller may revoke any pending request for a borrowing of, conversion to or continuation of Daily One Month Term SOFR Invested Amounts
(to the extent of the affected Daily One Month Term SOFR Invested Amounts) or, failing that, the Seller will be deemed to have converted
any such request into a request for a Purchase of or conversion to Base Rate Invested Amounts in the amount specified therein and (ii)
any outstanding affected Daily One Month Term SOFR Invested Amounts will be deemed to have been converted into Base Rate Invested Amounts
on such day. Upon any such conversion, the Seller shall also pay accrued interest on the amount so converted. Subject to Section 4.6,
if the Administrator determines (which determination shall be conclusive and binding absent manifest error) that “Daily One Month
Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Invested Amounts
shall be determined by the Administrator by reference to clause (a)(ii) of the definition of “Alternate Base Rate” until the
Administrator revokes such determination.


 






    12 


     


    

 


(b)
If any Purchaser determines that any Change in Law has made it unlawful, or that any Official Body has asserted that it is unlawful,
for any Purchaser or its applicable lending office to make, maintain or fund Purchases whose interest is determined by reference to
SOFR, the Term SOFR Reference Rate or Daily One Month Term SOFR, or to determine or charge
interest rates based upon SOFR, the Term SOFR Reference Rate or Daily One Month Term SOFR, then, upon notice thereof by such
Purchaser to the Seller (through the Administrator), (a) any obligation of the Purchasers to fund Daily One Month Term SOFR Invested
Amounts, and any right of the Seller to continue Daily One Month Term SOFR Invested Amounts or to convert Base Rate Invested Amounts
to Daily One Month Term SOFR Invested Amounts, shall be suspended, and (b) the interest rate on which Base Rate Invested Amounts
shall, if necessary to avoid such illegality, be determined by the Administrator by reference to clause (a)(ii) of the definition of
 “Alternate Base Rate”, in each case until such Purchaser notifies the Administrator and the Seller that the
circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the Seller shall, if necessary to
avoid such illegality, upon demand from any Purchaser (with a copy to the Administrator), prepay or, if applicable, convert all
Daily One Month Term SOFR Invested Amounts to Base Rate Invested Amounts (the interest rate on which Base Rate Invested Amounts of
such Purchaser shall, if necessary to avoid such illegality, be determined by the Administrator by reference to clause (a)(ii) of
the definition of “Alternate Base Rate”) immediately, and (ii) if necessary to avoid such illegality, the Administrator
shall during the period of such suspension compute the Alternate Base Rate by reference to clause (a)(ii) of the definition of
 “Alternate Base Rate,” in each case until the Administrator is advised in writing by each affected Purchaser that it is
no longer illegal for such Purchaser to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate, Daily One
Month Term SOFR or Term SOFR. Upon any such prepayment or conversion, the Seller shall also pay accrued interest on the amount so
prepaid or converted.


 


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 Benchmark Replacement Setting.


 


(a)       Benchmark Replacement.


 


(i)
Notwithstanding anything to the contrary herein or in any other Transaction Document, ifupon
the occurrence of a Benchmark Transition Event, 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 ofthe
Administrator and the Seller may amend this Agreement to replace  the then-current Benchmark,
then (x) if with
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.
Any such amendment with respect to a Benchmark Transition Event will become effective at 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 DocumentAdministrator
has posted such proposed amendment to all affected Purchasers and the Seller
so long as the Administrator has not received, by such time, written notice of objection to such Benchmark
Replacementamendment
from the Required Purchaser Agents.No
replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 4.6(a) will occur prior to the applicable Benchmark
Transition Start Date.


 






    13 


     


    

 


(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 use,
administration, adoption or 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, an Early Opt-in Election or an Other Benchmark Rate Election,
as applicable, and its related Benchmark Replacement Date, (ii) thethe
implementation of any Benchmark Replacement, and
(iiiii)
the effectiveness of any Benchmark Replacement Conforming Changes,
(iv) in connection
with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrator will promptly notify the Seller
of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (vy)
the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the
Administrator or, if applicable, any Purchaser (or group of Purchasers) pursuant to this Section 4.6, including any determination
with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision
to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its
or their sole discretion and without consent from any other party to this Agreement or any other
Transaction Document, except, in each case, as expressly required pursuant to this Section 4.6.


 






    14 


     


    

 


(d) Unavailability
of Tenor of Benchmark. 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 Benchmark is a term rate (including the
Term SOFR or USD LIBORReference
Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes
such rate from time to time as selected by the Administrator 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 not
or will be no longernot
be representative, then the Administrator may modify the definition of “Interest Period” (or
any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative
tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information
service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not
or will no longernot
be representative for a Benchmark (including a Benchmark Replacement), then the Administrator may modify the definition of
 “Interest Period” (or any similar or analogous definition) for all Benchmark settings
at or after such time to reinstate such previously removed tenor.


 


(e) Benchmark Unavailability
Period. DuringUpon
the Seller's receipt of notice of the commencement of a Benchmark Unavailability Period (i) the Seller may revoke any pending request
for a Daily One Month Term SOFR Invested Amounts, conversion to or continuation of Daily One Month Term SOFR Invested Amounts to be made,
converted or continued during any Benchmark Unavailability Period, (i) no portion of the
Invested Amount shall be funded at the LIBO Rate and,
failing that, the Seller will be deemed to have converted any such request into a request for a Purchase of or conversion to Base Rate
Invested Amounts, and (ii) the Yield for any outstanding portions
of theaffected
Daily One Month Term SOFR Invested Amount then funded at the LIBO Rate shall beAmounts
will be deemed to have been converted to the Alternateinto
Base Rate Invested
Amounts. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available
Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark or such
tenor for such Benchmark, as applicable, will not be used in any determination of the
Alternate Base Rate.


 


(f) Benchmark
Rates. The Administrator does not warrant or accept responsibility for, and shall not have any liability to the
Seller hereunder, or
otherwise for, any loss, damage or claim arising from or relating to (ia)
the continuation of,
administration of, submission of, calculation of or any other matter related to the Benchmark, anyAlternate
Base Rate, the Term SOFR Reference Rate, or Daily One Month Term SOFR or any component definition thereof or rates referred
to in the definition thereof,
or any alternative, comparable or successor or
replacement rate thereto (including any then-current Benchmark or any Benchmark
Replacement), including whether the composition or characteristics of any such alternative, comparable
or successor or replacement rate (including any Benchmark Replacement) will be
similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the then-current
Benchmark, (iiAlternate
Base Rate, the Term SOFR Reference Rate, Daily One Month Term SOFR or any other Benchmark prior to its discontinuance or unavailability,
or (b) the effect, implementation or composition of any Benchmark Replacement
Conforming Changes or (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)..
The Administrator and its affiliates or other related entities may engage in transactions that affect the calculation of the Alternate
Base Rate, the Term SOFR Reference Rate, Daily One Month Term SOFR or any alternative, successor or replacement rate (including any Benchmark
Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Seller. The Administrator may select information
sources or services in its reasonable discretion to ascertain the Alternate Base Rate, the Term SOFR Reference Rate, Daily One Month
Term SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Seller, any
Purchaser or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential
damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation
of any such rate (or component thereof) provided by any such information source or service.


 






    15 


     


    

 


(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.


 


(g)       (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-currentsuch Benchmark is a term rate, any tenor for such Benchmark (or
component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y)
otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable,
(or component thereof) that is or may be used for determining the
length of an Interest Periodany frequency of making payments of interest calculated with
reference to such Benchmark pursuant to this Agreement, in each case, 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 the Term SOFR Reference
Rate; provided that if a Benchmark Transition Event, a Term SOFR Transition Event,
an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have has
occurred with respect to USD LIBORthe Term SOFR Reference
Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that
such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (a) 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:


 






    16 


     


    

 





(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) 
“Benchmark Replacement” means with respect to any Benchmark
Transition Event, the sum of: (Aa)
the alternate benchmark rate that has been selected by the Administrator as the replacement for the then-current
Benchmark for the applicable Corresponding Tenorand the Seller 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 forto
the then-current Benchmark for U.S. dollar-denominatedDollar-denominated
syndicated credit facilities at such time and (Bb)
the related Benchmark Replacement Adjustment;


 


(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 theif
such Benchmark Replacement as so determined pursuant
to clause (a)(1), (a)(2) or (a)(3), clause (b) or
clause (c) above would be less than the Floor, thesuch 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;


 






    17 


     


    

 





(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,”
Adjustment” means, with respect to any replacement of the then-current Benchmark
with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment,
(which may be a positive or negative value or zero) that has been selected by the Administrator and the Seller giving due consideration
to (ia) 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 (iib)
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-denominatedDollar-denominated
syndicated credit facilities; at such time.


 


(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.


 






    18 


     


    

 


“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 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); or



 


		(2)	in the case of clause (3) of the definition of “Benchmark Transition
Event,”, the first
date of the publicon which such Benchmark (or the published
component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such
Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference
to the most recent statement or publication of information referenced thereinin
such clause (3) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date;



 


		(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).


 






    19 


     


    

 


“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);



 


		(2)	a
                                            public statement or publication of information by the regulatory supervisor for the administrator
                                            of such Benchmark (or the published component used in the calculation thereof), the Board
                                            of Governors of the Federal Reserve SystemBoard,
                                            the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator
                                            for such Benchmark (or such component), a resolution authority with jurisdiction over the
                                            administrator for such Benchmark (or such component) or a court or an entity with similar
                                            insolvency or resolution authority over the administrator for such Benchmark (or such component),
                                            which states that the administrator of such Benchmark (or such component) 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);
                                            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 longernot,
or as of a specified future date will not be, representative.



 


For the avoidance of doubt, a “Benchmark
Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information
set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the
calculation thereof).


 


“Benchmark
Transition Start Date” means,
in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition
Event is a public statement or publication of information of a prospective event, the 90th
day prior to the expected date of
such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than
90 days after such statement or publication, the date of such statement or publication).


 


“Benchmark Unavailability
Period” means, the
period (if any) (xa)
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 for all purposes hereunder and under any Transaction Document
in accordance with this Section 4.6 and (yb)
ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any
Transaction Document in accordance with this Section 4.6.


 






    20 


     


    

 


“Corresponding
Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or
an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.


 


“Daily
Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback)
being established by the Administrator 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 Administrator decides that any such convention is not administratively feasible for the Administrator, then the Administrator
may establish another convention in its reasonable discretion.


 


“Early
Opt-in 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) a SOFR-based rate (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 




 


(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


 






    21 


     


    

 





(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 SystemBoard
or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board
of Governors of the Federal Reserve SystemBoard
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.


 


“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, 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:


 






    22 


     


    

 


(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 unconditionally in the Administrator (for the benefit of the Secured Parties) a valid undivided
security interest in the Receivables purported to be assigned thereby, subject to no Liens whatsoever. Upon the filing of the necessary
financing statements under the UCC as in effect in the jurisdiction whose Law governs the perfection of the Administrator’s (for
the benefit of the Secured Parties) ownership and security interests in the Receivables, such interests will be perfected under Article
9 of such UCC, prior to and enforceable against all creditors of and purchasers from the Seller and all other Persons whatsoever (other
than the Administrator, for the benefit of the Secured Parties, and their successors and assigns).


 


(d) Authorizations and Filings. No
authorization, consent, approval, license, exemption or other action by, and no registration, qualification, designation, declaration
or filing with, any Official Body is or will be necessary or, in the opinion of the Seller, advisable in connection with the execution
and delivery by the Seller of each of the Transaction Documents to which the Seller is a party, the consummation by the Seller of the
transactions herein or therein contemplated or the performance by the Seller of or the compliance by the Seller with the terms and conditions
hereof or thereof, to ensure the legality, validity or enforceability hereof or thereof, or to ensure that the Administrator (for the
benefit of the Secured Parties) will have an ownership and security interest in and to the Receivables which is perfected and prior to
all other Liens (including competing ownership or security interests), other than the filing of financing statements under the UCC in
the jurisdiction of the Seller’s Location and of each Originator’s Location.


 


(e) Location of Chief Executive
Office, etc. As of the date hereof: (i) the Seller’s chief executive office is located at the address for notices set
forth on the signature page hereof; (ii) the offices where the Seller keeps all of its Records are listed on Exhibit III
hereto; and (iii) since its incorporation, the Seller has operated only under the names identified in Exhibit III hereto, and
has not changed its name, merged or consolidated with any other corporation or been the subject of any proceeding under Title 11,
United States Code (Bankruptcy), except as disclosed in Exhibit III hereto.


 






    23 


     


    

 


(f) Perfection. This Agreement is
effective to create a valid security interest in favor of the Administrator for the benefit of the Secured Parties in the Purchased Assets
to secure payment of the Aggregate Unpaids, free and clear of any Lien except as created by the Transaction Documents. There have been
duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate
jurisdictions to perfect the Administrator’s (on behalf of the Secured Parties) security interest in the Purchased Assets. Such
Seller’s only jurisdiction of organization is Delaware.


 


(g) Absence of Conflicts. Neither
the execution and delivery by the Seller of each of the Transaction Documents to which the Seller is a party, nor the consummation by
the Seller of the transactions herein or therein contemplated, nor the performance by the Seller of or the compliance by the Seller with
the terms and conditions hereof or thereof, will (i) violate any Law or (ii) conflict with or result in a breach of or a default under
(A) the certificate of incorporation or by-laws of the Seller or (B) any agreement or instrument, including, without limitation, any and
all indentures, debentures, loans or other agreements to which the Seller is a party or by which it or any of its properties (now owned
or hereafter acquired) may be subject or bound, which would have a material adverse effect on the financial position or results of operations
of the Seller or result in rendering any indebtedness evidenced thereby due and payable prior to its maturity or result in the creation
or imposition of any Lien pursuant to the terms of any such instrument or agreement upon any property (now owned or hereafter acquired)
of the Seller. The Seller has not entered into any agreement with any Obligor prohibiting, restricting or conditioning the assignment
of any portion of the Receivables.


 


(h) No Amortization Event. No event
has occurred and is continuing and no condition exists which constitutes an Amortization Event.


 


(i) Accurate and Complete Disclosure.
No information furnished by the Seller to the Administrator, any Purchaser Agent or any Purchaser pursuant to or in connection with this
Agreement or any transaction contemplated hereby is false or misleading in any material respect as of the date as of which such information
was furnished (including by omission of material information necessary to make such information not misleading).


 


(j) No Proceedings. There are no proceedings
or investigations pending, or to the knowledge of the Seller, threatened, before any Official Body (A) asserting the invalidity of the
Transaction Documents, (B) seeking to prevent the consummation of any of the transactions contemplated by the Transaction Documents, or
(C) seeking any determination or ruling that might materially and adversely affect (i) the performance by either the Seller or the Servicer
of its obligations under the Transaction Documents or (ii) the validity or enforceability of the Transaction Documents, the Contracts
or any material amount of the Receivables.


 


(k) Bulk Sales Act. No transaction
contemplated hereby requires compliance with any bulk sales act or similar law.


 






    24 


     


    

 





(l) Litigation. As of October 28, 2011, no
injunction, decree or other decision has been issued or made by any Official Body that prevents, and to the knowledge of the Seller, no
threat by any Person has been made to attempt to obtain any such decision that would have a material adverse effect on, the conduct by
the Seller of a significant portion of the Seller’s business operations or any portion of its business operations affecting the
Receivables, and no litigation, investigation or proceeding exists asserting the invalidity of the Transaction Documents, seeking to prevent
the consummation of any of the transactions contemplated by the Transaction Documents, or seeking any determination or ruling that might
materially and adversely affect (A) the performance by either the Seller or the Servicer of its obligations under the Transaction Documents
or (B) the validity or enforceability of the Transaction Documents, the Contracts or any material amount of the Receivables.


 


(m) Margin Regulations. The use of
all funds acquired by the Seller under this Agreement will not conflict with or contravene any of Regulations T, U and X of the Board
of Governors of the Federal Reserve System, as the same may from time to time be amended, supplemented or otherwise modified.


 


(n) Taxes. The Seller has timely filed all
United States Federal income tax returns and all other material tax returns which are required to be filed by it and has paid all taxes
due pursuant to such returns and paid or contested any assessment received by the Seller related to such returns.


 


(o) Books and Records. The Seller
has indicated on its books and records (including any computer files), that the Receivable Interest in the Receivables sold by the Seller
hereunder is the property of Purchasers. The Seller maintains at, or shall cause the Servicer to maintain at, one or more of their respective
offices listed in Exhibit III hereto the complete Records for the Receivables.


 


(p) Creditor Approval. The Seller
has obtained from its creditors (i) all approvals necessary to sell and assign the Receivables and (ii) releases of any security interests
in the Receivables.


 


(q) Financial Condition. The Seller
is not insolvent or the subject of any Event of Bankruptcy and the sale of Receivables on such day will not be made in contemplation of
the occurrence thereof.


 


(r) Financial Information. If and when produced
in accordance with the terms of this Agreement, the consolidated balance sheet of the Seller as at the most recent Fiscal Year end and
the related statements of income of the Seller for the Fiscal Year then ended, fairly present the consolidated financial position of the
Seller as at such date and the consolidated results of the operations, all in accordance with GAAP.


 


(s) Investment Company, Etc. The
Seller is neither (i) an “investment company” or a company “controlled by an investment company” within the
meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”), nor (ii) a
 “covered fund” under Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the applicable rules and
regulations thereunder. In determining that the Seller is not a covered fund, the Seller is entitled to rely on the exemption from
the definition of “investment company” set forth in Section 3(c)(5) of the Investment Company Act.


 






    25 


     


    

 


(t) Payments to Applicable Originator.
With respect to each Receivable transferred to Seller under the Receivables Sale Agreement, Seller has given reasonably equivalent value
to the Applicable Originator in consideration therefor and such transfer was not made for or on account of an antecedent debt. No transfer
by any Originator of any Receivable under the Receivables Sale Agreement is or may be voidable under any section of the Bankruptcy Reform
Act of 1978 (11 U.S.C. §§ 101 et seq.), as amended.


 


(u) Anti-Corruption
Laws and Sanctions. The Seller has implemented and will maintain in effect and enforce policies and procedures designed
to ensure compliance by the Seller, its Subsidiaries and their directors, officers, employees and agents with applicable Anti-Corruption
Laws and Sanctions. None of the Seller or any Subsidiary or, to the knowledge of the Seller, any director, officer, employee or agent
of the Seller or any Subsidiary, is a Sanctioned Person. No
part of the proceeds of any Purchase will be used (A) for the purpose of funding payments to any officer or employee of a governmental
or regulatory authority, or any Person controlled by a governmental or regulatory authority, or any political party, official of a political
party, candidate for political office, or anyone else acting in an official capacity, in violation of applicable Anti-Corruption Laws
or (B) for the purpose of financing activities or transactions (I) of or with any Sanctioned Person or (II) in any Sanctioned Country,
in each case, to the extent such activities would result in a violation of any applicable law by any party hereto.


 


(u)         
[Reserved]. 


 


(v)
          Liquidity Coverage Ratio. The Seller has not, does not and will not
during the term of this Agreement (x) issue any obligations that (A) constitute asset-backed commercial paper, or (B) are
securities required to be registered under the Securities Act of 1933 (the “33 Act”) or that may be offered for
sale under Rule 144A or a similar exemption from registration under the 33 Act or the rules promulgated thereunder, or (y) issue any
other debt obligations or equity interests other than the Subordinated Notes (as defined in the Receivables Sale Agreement) or debt
obligations substantially similar to the obligations of the Seller under this Agreement that are (A) issued to other banks or
asset-backed commercial paper conduits in privately negotiated transactions, and (B) subject to transfer restrictions substantially
similar to the transfer restrictions set forth in this Agreement. The Seller further represents and warrants that its assets and
liabilities are consolidated with the assets and liabilities of ABDC for purposes of GAAP.


 


(w) Beneficial Ownership
Rule. As of the Thirteenth Amendment Date, the information included in the Certification from Exemption of Beneficial Owner(s) Information
Collection is true and correct in all respects.


 


(x) Sanctioned Persons. None
of the Seller, any Subsidiary thereof or, to the knowledge of the Seller, any of their respective directors, officers, agents or employees,
is a Sanctioned Person.


 






    26 


     


    

 


Section 5.2 Representations and
Warranties of the Seller With Respect to Each Sale of Receivables. By selling undivided ownership interests in Receivables to
the Purchasers, either by Incremental Purchase or Reinvestment, the Seller represents and warrants to the Administrator, each
Purchaser Agent and each Purchaser as of the date of such sale of an Incremental Purchase or Reinvestment (in addition to its other
representations and warranties contained herein or made pursuant hereto) that:


 


(a) Purchase Notice. If such sale
relates to an Incremental Purchase, all information set forth on the related Purchase Notice is true and correct as of the date of such
Incremental Purchase.


 


(b) Assignment. This Agreement vests
in the Administrator, for the benefit of the Secured Parties, all the right, title and interest of the Seller in and to the Receivable
Interest in the Receivables, and the Related Security and Collections with respect thereto, and constitutes a valid sale of or grant of
a security interest in the Receivable Interest, enforceable against all creditors of and purchasers from the Seller.


 


(c) No Liens. Each Receivable, together
with the related Contract and all purchase orders and other agreements related to such Receivable, is owned by the Seller free and clear
of any Lien, except as provided herein, and is not subject to any Dispute, except as provided herein. When each of the Purchasers makes
a purchase of a Receivable Interest in such Receivable, it shall have acquired and shall continue to have maintained an undivided percentage
ownership interest to the extent of its percentage of the Receivable Interest in such Receivable and in the Related Security and the Collections
with respect thereto free and clear of any Lien, except as provided herein. The Seller has not and will not prior to the time of the sale
of any such interest to the Purchasers have sold, pledged, assigned, transferred or subjected, and will not thereafter sell, pledge, assign,
transfer or subject, to a Lien any of the Receivables, the Related Security or the Collections, other than the assignment of Receivable
Interests therein to the Administrator, for the benefit of the Secured Parties, in accordance with the terms of this Agreement.


 


(d) Filings. On or prior to each Purchase
and each recomputation of the Receivable Interest, all financing statements and other documents required to be recorded or filed in order
to perfect and protect the Receivable Interest against all creditors of and purchasers from the Seller and all other Persons whatsoever
will have been duly filed in each filing office necessary for such purpose and all filing fees and taxes, if any, payable in connection
with such filings shall have been paid in full.


 


(e) Credit and Collection Policy.
The Credit and Collection Policy of the Applicable Originator has been complied with in all material respects in regard to each Receivable
and related Contract.


 


(f) Collection Banks, Collection Accounts
and Lock-Boxes. The names and addresses of all Collection Banks, together with the numbers of all Collection Accounts and Lock-Boxes
at such Collection Banks and the addresses of all related Collection Accounts and Lock-Boxes, are specified in the Account Disclosure
Letter (or such other Collection Banks, Collection Accounts and Lock Boxes that have been changed or established in accordance with Section
7.2(g)).


 






    27 


     


    

 





(g) Nature of
Receivables. Each Receivable is, or will be, an eligible asset within the meaning of Rule 3a-7 promulgated under the Investment Company
Act of 1940, as amended from time to time.


 


(h) Bona Fide Receivables. Each Receivable
is an obligation of an Obligor arising out of a past, current or future sale or performance by the Applicable Originator, in accordance
with the terms of the Contract giving rise to such Receivable. The Seller has no knowledge of any fact that should have led it to expect
at the time of the initial creation of an interest in any Receivable hereunder that such Receivable would not be paid in full when due
except with respect to any Dilution. Each Receivable classified as an “Eligible Receivable” by the Seller in any document
or report delivered hereunder satisfies the requirements of eligibility contained in the definition of Eligible Receivable.


 


Section 5.3 Representations and Warranties
of Servicer. The Servicer represents and warrants to the Administrator, each Purchaser Agent and each Purchaser on and as of the date
hereof and as of the date of each Incremental Purchase and each Reinvestment after such date:


 


(a) Organization and Qualification. The Servicer’s
only jurisdiction of organization is in Delaware. The Servicer is a corporation duly organized, validly existing and in good standing
under the Laws of its jurisdiction of incorporation. The Servicer 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, 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 Servicer has the
legal power and authority to execute and deliver this Agreement and to perform its obligations hereunder and thereunder.


 


(c) Execution and Binding Effect.
This Agreement has been duly and validly executed and delivered by the Servicer and (assuming the due and valid execution and delivery
thereof by the other parties thereto), constitutes a legal, valid and binding obligation of the Servicer 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 unconditionally in the Administrator (for the benefit of the Secured Parties) an ownership or security interest in the Receivables
purported to be assigned thereby, subject to no Liens whatsoever. Upon the filing of the necessary financing statements under the UCC
as in effect in the jurisdiction whose Law governs the perfection of the Administrator (for the benefit of the Secured Parties) ownership
or security interests in the Receivables, such interests will be perfected under Article 9 of such UCC, prior to and enforceable against
all creditors of and purchasers from the Seller and all other Persons whatsoever (other than for the Administrator, for benefit of the
Secured Parties, and their successors and assigns).


 






    28 


     


    

 


(d) Authorizations and Filings.
No authorization, consent, approval, license, exemption or other action by, and no registration, qualification, designation,
declaration or filing with, any Official Body is or will be necessary or, in the opinion of the Servicer, advisable in connection
with the execution and delivery by the Servicer of this Agreement, the consummation by the Servicer of the transactions herein or
therein contemplated or the performance by the Servicer of or the compliance by the Servicer with the terms and conditions hereof or
thereof, to ensure the legality, validity or enforceability hereof, or to ensure that the Administrator (for the benefit of the
Secured Parties) will have an ownership and security interest in and to the Receivables which is perfected and prior to all other
Liens (including competing ownership or security interests), other than the filing of financing statements under the UCC in the
jurisdictions of each Originator’s Location and of the Seller’s Location.


 


(e) Absence of Conflicts. Neither
the execution and delivery by the Servicer of this Agreement, nor the consummation by the Servicer of the transactions herein contemplated,
nor the performance by the Servicer of or the compliance by the Servicer with the terms and conditions hereof, will (i) violate any Law
or (ii) conflict with or result in a breach of or a default under (A) the certificate of incorporation or by-laws of the Servicer or (B)
any agreement or instrument, including, without limitation, any and all indentures, debentures, loans or other agreements to which the
Servicer is a party or by which it or any of its properties (now owned or hereafter acquired) may be subject or bound, which would have
a material adverse effect on the financial position or results of operations of the Servicer or result in rendering any debt in excess
of $10,000,000 evidenced thereby due and payable prior to its maturity or result in the creation or imposition of any Lien pursuant to
the terms of any such instrument or agreement upon any property (now owned or hereafter acquired) of the Servicer. The Servicer has not
entered into any agreement with any Obligor prohibiting, restricting or conditioning the assignment of any portion of the Receivables.


 


(f) No Amortization Event. No event
has occurred and is continuing and no condition exists which constitutes a Amortization Event.


 


(g) Accurate and Complete Disclosure.
No information furnished by a Responsible Officer of the Servicer to the Administrator, any Purchaser Agent or any Purchaser pursuant
to or in connection with this Agreement or any transaction contemplated hereby is false or misleading in any material respect as of the
date as of which such information was furnished (including by omission of material information necessary to make such information not
misleading).


 


(h) No Proceedings. There are no proceedings
or investigations pending, or to the knowledge of the Servicer, threatened, before any Official Body (A) asserting the invalidity of the
Transaction Documents, (B) seeking to prevent the consummation of any of the transactions contemplated by the Transaction Documents, or
(C) seeking any determination or ruling that might materially and adversely affect (i) the performance by either the Seller or the Servicer
of its obligations under this Agreement or (ii) the validity or enforceability of the Transaction Documents, the Contracts or any material
amount of the Receivables.


 


(i) No Change in Ability to Perform.
Since the date on which the Servicer accepted its duties hereunder, there has been no material adverse change in the ability of the Servicer
to perform its obligations hereunder.


 


(j) Credit and Collection Policy.
The Credit and Collection Policy has been complied with in all material respects in regard to each Receivable and related Contract.


 






    29 


     


    

 





(k) Financial Condition. The consolidated
balance sheet of the AmerisourceBergen and its Consolidated Subsidiaries (which shall include the Servicer) as at the most recent Fiscal
Year end and the related statements of income and cash flows of AmerisourceBergen and its Consolidated Subsidiaries for the fiscal year
then ended, certified by Ernst & Young LLP, independent accountants, or another nationally recognized firm of independent accountants,
are available as a matter of public record. The unaudited consolidated balance sheet of AmerisourceBergen and its Consolidated Subsidiaries
as at most recent fiscal quarter end and the related unaudited statements of income and cash flows of AmerisourceBergen and its Consolidated
Subsidiaries for the periods then ended are available as a matter of public record.


 


(l) Litigation. As of October 28, 2011, no
injunction, decree or other decision has been issued or made by any Official Body that prevents, and to the knowledge of the Servicer,
no threat by any Person has been made to attempt to obtain any such decision that would have a material adverse effect on, the conduct
by the Servicer of a significant portion of its business operations or any portion of its business operations affecting the Receivables,
and no litigation, investigation or proceeding asserting the invalidity of this Agreement, seeking to prevent the consummation of the
transactions contemplated by this Agreement, or seeking any determination or ruling that might materially and adversely affect (A) the
performance of the Servicer of its obligations under this Agreement, or (B) the validity or enforceability of this Agreement, the Contracts
or any material amount of the Receivables.


 


(m) Insurance. The Servicer currently
maintains insurance with respect to its properties and businesses and causes its Subsidiaries to maintain insurance with respect to their
properties and business against loss or damage of the kinds customarily insured against by corporations engaged in the same or similar
business and similarly situated, of such types and in such amounts as are customarily carried under similar circumstances by such other
corporations including, without limitation, workers’ compensation insurance.


 


(n) ERISA. No ERISA Event has occurred
that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected
to result in a material adverse effect on the business, financial condition, operations or properties of Performance Guarantor and ERISA
Affiliates taken as a whole. Any excess of the accumulated benefit obligations under one or more Pension Plans (based on the assumptions
used for purposes of Accounting Standards Codification Topic 715) over the fair market value of the assets of such Pension Plan or Pension
Plans is in an amount that could not reasonably be expected, individually or in the aggregate, to result in a material adverse effect
on the business, financial condition, operations or properties of Performance Guarantor and ERISA Affiliates taken as a whole.


 


(o) Anti-Corruption
Laws and Sanctions. The Servicer has implemented and will maintain in effect and enforce policies and
procedures designed to ensure compliance by the Servicer, its Subsidiaries and their directors, officers, employees and agents with
applicable Anti-Corruption Laws and Sanctions. None of the Servicer or any Subsidiary or, to the knowledge of the Servicer, any
director, officer, employee or agent of the Servicer or any Subsidiary, is a Sanctioned Person. No part of the proceeds of any
Purchase hereunder, or any sale of Receivables under the Receivables Sale Agreement, in either case, will be used (A) for the
purpose of funding payments to any officer or employee of a governmental or regulatory authority, or any Person controlled by a
governmental or regulatory authority, or any political party, official of a political party, candidate for political office, or
anyone else acting in an official capacity, in violation of applicable Anti-Corruption Laws or (B) for the purpose of financing
activities or transactions (I) of or with any Sanctioned Person or (II) in any Sanctioned Country, in each case, to the extent such
activities would result in a violation of any applicable law by any party hereto.


 






    30 


     


    

 



 


(o) Sanctioned Persons. None
of the Servicer, any Subsidiary thereof or, to the knowledge of the Servicer, any of their respective directors, officers, agents or employees,
is a Sanctioned Person.


 


ARTICLE VI.


 


CONDITIONS OF PURCHASES


 


Section 6.1 Conditions Precedent to Initial
Incremental Purchase; Closing Date. The conditions precedent to the initial Incremental Purchase of a Receivable Interest under the
Original Agreement were satisfied on the date on which all of the conditions precedent set forth in Section 6.1 of the Original
Agreement were satisfied or waived by the Administrator and each Purchaser Agent. This Agreement shall become effective on the date hereof
(the “Closing Date”), subject to the conditions precedent that (a) the Administrator and each Purchaser Agent shall
have received on or before the date of such Purchase those documents listed on Schedule A and (b) the Administrator and each Purchaser
Agent shall have received all fees and expenses required to be paid on such date pursuant to the terms of this Agreement and the Fee Letter.


 


Section 6.2 Conditions Precedent to
All Purchases and Reinvestments. Each Incremental Purchase and each Reinvestment shall be subject to the further conditions precedent
that (a) in the case of each such Purchase: (i) the Servicer shall have delivered to the Administrator and each Purchaser Agent on or
prior to the date of such Purchase, in form and substance satisfactory to the Administrator and each Purchaser Agent, all Settlement Reports
as and when due under Section 8.5 and (ii) upon the Administrator’s or any Purchaser Agent’s request, the Servicer
shall have delivered to the Administrator and each Purchaser Agent at least one (1) Business Day prior to such Purchase an interim settlement
report in substantially the form of Exhibit XI; (b) the Administrator and each Purchaser Agent shall have received such other documents
as it may reasonably request and (c) on each Purchase Date, the following statements shall be true (and acceptance of the proceeds of
such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):


 


(i)              
the representations and warranties set forth in Article V are true and correct on and as of the date of such Incremental Purchase
or Reinvestment as though made on and as of such Purchase Date;


 


(ii)             
no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that will constitute an Amortization
Event, and no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that would constitute
an Unmatured Amortization Event; and


 






    31 


     


    

 





(iii)              after giving effect to such
Incremental Purchase or Reinvestment, the Aggregate Invested Amount will not exceed the Purchase Limit and the aggregate Receivable Interests
will not exceed 100%.


 


It is expressly understood that each Reinvestment shall, unless
otherwise directed by the Administrator, occur automatically on each day that the Servicer shall receive any Collections without the requirement
that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions
precedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any
Reinvestment shall give rise to a right of the Administrator and each Purchaser Agent, which right may be exercised at any time on demand
of the Administrator or any Purchaser Agent, to rescind the related purchase and direct Seller to pay to the Purchaser Agents, for the
benefit of Purchasers (ratably, according to each Purchaser’s aggregate Invested Amount), an amount equal to the Collections that
shall have been applied to the affected Reinvestment (but not in excess of the Aggregate Unpaids).


 


ARTICLE VII.


 


COVENANTS


 


Section 7.1              Affirmative Covenants
of the Seller. In addition to its other covenants contained herein or made pursuant hereto, the Seller covenants with the Administrator,
each Purchaser Agent and each Purchaser as follows:


 


(a)            Notice of Amortization Event. Promptly
upon becoming aware of, but in any event no later than the next Business Day, any Amortization Event or Unmatured Amortization Event,
the Seller shall give the Administrator (which shall promptly forward a copy to each Purchaser Agent) notice thereof, together with a
written statement of a Responsible Officer setting forth the details thereof and any action with respect thereto taken or contemplated
to be taken by the Seller.


 


(b)           Notice of Material Adverse Change.
Promptly upon becoming aware thereof, the Seller shall give the Administrator (which shall promptly forward a copy to each Purchaser Agent)
notice of any material adverse change in the business, operations or financial condition of the Seller, which reasonably could affect
adversely the collectibility of the Receivables.


 


(c)           Preservation of Corporate Existence. The
Seller shall preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation,
and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where the failure to preserve and maintain
such existence, rights, franchises, privileges and qualification would materially adversely affect (i) the interests of the Administrator,
any Purchaser Agent or any Purchaser hereunder or (ii) the ability of the Seller to perform its obligations under the Transaction Documents.


 


(d)          Compliance with
Laws. The Seller shall comply in all material respects with all Laws applicable to the Seller, its business and properties, and all
Receivables related to the Receivable Interests.


 






    32 


     


    

 





(e)              Enforceability of Obligations.
The Seller shall take such actions as are reasonable and within its power to ensure that, with respect to each Receivable, the obligation
of any related Obligor to pay the unpaid balance of such Receivable in accordance with the terms of the related Contract remains legal,
valid, binding and enforceable against such Obligor except as otherwise permitted by Section 8.2(d).


 


(f)              Books
and Records. (i) The Seller shall, to the extent practicable, maintain and implement administrative and operating procedures
(including, without limitation, (i) the ability to recreate Records evidencing the Receivables in the event of the destruction of
the originals thereof and (ii) procedures to identify and track sales with respect to, and collection on, Excluded Receivables), and
keep and maintain all documents, books, Records and other information, reasonably necessary or advisable for the collection of all
Receivables and the identification and reporting of all Excluded Receivables (including, without limitation, Records adequate to
permit the identification of all Receivables, Excluded Receivables, Related Security and Collections and adjustments to each
existing Receivable and Excluded Receivable).


 


(ii)              The Seller will (and will cause
each Originator to): (A) on or prior to the date hereof, mark its “Aged Trial Balance” with a legend in substantially the
form set forth on Exhibit XIII hereto and (B) upon the request of the Administrator or any Purchaser Agent following the occurrence
of an Amortization Event: (x) mark each Contract with a legend describing the Administrator’s security interest and (y) deliver
to the Administrator all Contracts (including, without limitation, all multiple originals of any such Contract constituting an instrument,
a certificated security or chattel paper) relating to the Receivables.


 


(g)              Fulfillment of Obligations. The
Seller shall do nothing to impair the rights, title and interest of the Administrator, any Purchaser Agent or any Purchaser in and to
the Receivable Interests and shall pay when due any taxes, including without limitation any sales tax, excise tax or other similar tax
or charge, payable in connection with the Receivables and their creation and satisfaction.


 


(h)              Obligor List. The Seller shall at all
times maintain (or cause the Servicer to maintain) a current list (which may be stored on computer systems, magnetic tapes or disks) of
all Obligors under Contracts related to Receivables, including the name, address, telephone number and account number of each such Obligor.
The list shall be updated as provided in Section 8.5(b), and the Seller shall deliver or cause to be delivered a copy of such list
to the Administrator (which shall promptly forward a copy to each Purchaser Agent) as soon as practicable following the Administrator’s
request (but not more frequently than once each calendar quarter unless an Amortization Event or Unmatured Amortization Event has occurred
and is continuing).


 


(i)              Litigation.
As soon as possible, and in any event within three (3) Business Days of the Seller’s knowledge thereof, the Seller shall give
the Administrator (which shall promptly forward a copy to each Purchaser Agent) notice of any litigation, investigation or
proceeding against the Seller which may exist at any time which, in the reasonable judgment of the Seller, could have a material
adverse effect on the financial condition or results of operations of the Seller, impair the ability of the Seller to perform its
obligations under this Agreement, or materially adversely affect the collectibility of the Receivables.


 






    33 


     


    

 


(j)              Notice of Relocation. The Seller
shall give the Administrator (which shall promptly forward a copy to each Purchaser Agent) 45 days’ prior written notice of any
relocation of its Location. The Seller will at all times maintain its Location within a jurisdiction in the United States in which Article
9 of the UCC is in effect as of the date hereof or the date of any such relocation.


 


(k)              Further Information. The Seller
shall furnish or cause to be furnished to the Administrator and each Purchaser Agent such other information as promptly as practicable,
and in such form and detail, as the Administrator or any Purchaser Agent may reasonably request.


 


(l)              Fees, Taxes and Expenses. The
Seller shall pay all filing fees, stamp taxes and other similar taxes and expenses, including the fees and expenses set forth in Section
10.3, if any, which may be incurred on account of or arise out of this Agreement and the documents and transactions entered into pursuant
to this Agreement.


 


(m)           Compliance with Receivables Sale Agreement.
The Seller will enforce all material obligations and undertakings on the part of each Originator to be observed and performed under the
Receivables Sale Agreement. Seller will take all actions to perfect and enforce its rights and interests (and the rights and interests
of the Administrator (for the benefit of the Secured Parties), as Seller’s assignee) under the Receivables Sale Agreement as the
Administrator or any Purchaser Agent may from time to time reasonably request, including, without limitation, making claims to which it
may be entitled under any indemnity, reimbursement or similar provision contained in the Receivables Sale Agreement.


 


(n)           Audits.
At any time, upon reasonable notice to the Seller (but not more than twice per calendar year unless an Amortization Event or
Unmatured Amortization Event has occurred), the Seller shall permit the Administrator, together with each Purchaser Agent that wants
to participate, or such Person as the Administrator or such Purchaser Agents may designate, during business hours, to conduct audits
or visit and inspect any of the properties of the Seller to examine the Records, internal controls and procedures maintained by the
Seller and take copies and extracts therefrom, and to discuss the Seller’s affairs with its officers, employees and
independent accountants. The Seller hereby authorizes such officers, employees and independent accountants to discuss with the
Administrator and each Purchaser Agent, or such Person they may designate, the affairs of the Seller. The Seller shall reimburse the
Administrator and each Purchaser Agent for all reasonable fees, costs and out-of-pocket expenses incurred by or on behalf of the
Administrator and each Purchaser Agent in connection with up to one (1) such audit and visit for each per calendar year promptly
upon receipt of a written invoice therefor; provided that, following the occurrence of an Amortization Event or an
Unmatured Amortization Event, the Seller shall reimburse the Administrator and each Purchaser Agent for all reasonable fees, costs
and out-of-pocket expenses incurred by or on behalf of the Administrator and each Purchaser Agent in connection with the foregoing
actions promptly upon receipt of written invoice therefor regardless of the number of audits or visits in such year. Subject to the
requirements of applicable laws, the Administrator and each Purchaser Agent agrees to use commercially reasonable precautions to
keep confidential, in accordance with its respective customary procedures for handling confidential information, any non-public
information supplied to it by the Seller pursuant to any such audit or visit which is identified by the Seller as being confidential
at the time the same is delivered to the Administrator and each Purchaser Agent.


 






    34 


     


    

 


(o)            Separate Corporate
Existence. The Seller shall:


 


(i)            
Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will
obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect
the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate
to proper administration hereof and permit and effectuate the transactions contemplated hereby.


 


(ii)           
Maintain its own deposit account or accounts, separate from those of any of its Affiliates, with commercial banking institutions. The
funds of the Seller will not be diverted to any other Person or for other than the corporate use of the Seller and, except as may be expressly
permitted by this Agreement, the funds of the Seller shall not be commingled with those of any of its Affiliates.


 


(iii)         
To the extent that the Seller contracts or does business with vendors or service providers where the goods and services provided are partially
for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities
for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All
material transactions between the Seller and any of its Affiliates shall be only on an arm’s-length basis.


 


(iv)          
Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from
those of its stockholders and Affiliates. At all times have a Board of Directors consisting of three members, at least one member of which
is an Independent Director.


 


(v)           
Conduct its affairs strictly in accordance with its certificate of incorporation and observe all necessary, appropriate and customary
corporate formalities, including, but not limited to, holding all regular and special stockholders’ and directors’ meetings
appropriate to authorize all corporate action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents
necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but
not limited to, intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents
in lieu thereof) shall be held at least annually.


 


(vi)          
Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer
making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by
an Affiliate of the Seller.


 






    35 


     


    

 





(vii)         
Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed
to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery.


 


(viii)       
Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable
the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate
of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller
may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure
that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2).


 


(ix)          
Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by
it.


 


(x)            
Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any of its Affiliates.


 


(xi)           
Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued
separately from, but may be consolidated with, any reports prepared for any of its Affiliates.


 


(xii)          
Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation,
the Transaction Documents and this Agreement.


 


(xiii)        
Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by
the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity,
independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have
its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being
available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division
or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an
unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it
will not be able to repay at its maturity.


 


(p)        
    Information. The Seller shall
provide the Administrator (which shall promptly forward a copy to each Purchaser Agent) with the following:


 


(i)        
     as soon as practicable and in any event within 90 days following the close of each fiscal quarter, excluding
the last fiscal quarter, of each Fiscal Year of the Seller during the term of this Agreement, an unaudited consolidated balance
sheet of the Seller as of the end of such quarter and unaudited consolidated statements of income of the Seller for such quarter and
for the Fiscal Year through such quarter, setting forth in comparative form the corresponding figures for the corresponding quarter
of the preceding Fiscal Year (provided that such comparison will not be available until the report provided for the December, 2004
quarter), all in reasonable detail and certified by the chief financial officer of the Seller, subject to adjustments of the type
which would occur as a result of a year-end audit, as having been prepared in accordance with GAAP; and


 






    36 


     


    

 


(ii)             
as soon as practicable and in any event within 120 days after the close of each Fiscal Year of the Seller during the term of this Agreement,
a consolidated balance sheet of the Seller as at the close of such Fiscal Year and consolidated statements of income of the Seller for
such Fiscal Year, setting forth in comparative form the corresponding figures for the preceding Fiscal Year, all in reasonable detail;
provided that following an Amortization Event or Unmatured Amortization Event, the Administrator or any Purchaser Agent
may require that such information be certified (with respect to the consolidated financial statements) by independent certified public
accountants of nationally recognized standing selected by the Seller whose certificate or opinion accompanying such financial statements
shall not contain any qualification, exception or scope limitation not satisfactory to the Administrator and each Purchaser Agent, and
accompanied by any management letter prepared by such accountants.


 


(iii)           
Compliance Certificate. Within five (5) Business Days after the date of delivery of any financial statements required to be delivered
pursuant to this Section 7.1(p), a compliance certificate in substantially the form of Exhibit IV signed by an Authorized
Officer of the Seller and dated the date of such annual financial statement or such quarterly financial statement (or a date no later
than five (5) Business Days thereafter), as the case may be.


 


(q)        
    Beneficial Ownership Rule. Promptly
following any change in the information included in the Certification from Exemption of Beneficial Owner(s) that would result in a change
to the status as an exempt party identified in such Certification, or a change in the address of any beneficial owners or control party,
the Seller shall execute and deliver to the Administrator an updated Certification of Beneficial Owner(s) or updated Certification from
Exemption of Beneficial Owner(s).


 


(r)        
     Policies and Procedures.
The Seller has instituted, and will continue to maintain and enforce, policies and procedures designed to ensure compliance by the Seller,
and its directors, officers, employees and agents with applicable Anti-Corruption Laws and Sanctions.


 


Section 7.2        
      Negative Covenants of the Seller.
Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its
terms, the Seller hereby covenants, as to itself, that it will not:


 


(a)        
     No Rescissions or Modifications. Rescind or cancel any Receivable or related Contract or modify any terms
or provisions thereof or grant any Dilution to an Obligor, except in accordance with the Applicable Originator’s Credit and
Collection Policy or otherwise with the prior written consent of the Administrator and the Required Purchaser Agents, unless such
Receivable has been deemed collected pursuant to Section 1.4(a) or repurchased pursuant to the Receivables Sale
Agreement.


 






    37 


     


    

 


(b)        
      No Liens. Cause any of the Receivables
or related Contracts, or any inventory or goods the sale of which give rise to a Receivable, or any Lock-Box or Collection Account or
any right to receive any payments received therein or deposited thereto, to be sold, pledged, assigned or transferred or to be subject
to a Lien, other than the sale and assignment of the Receivable Interest therein to the Administrator, for the benefit of the Secured
Parties, and the Liens created in connection with the transactions contemplated by this Agreement.


 


(c)        
      Consolidations, Mergers and Sales
of Assets. (i) Consolidate or merge with or into any other Person, (ii) undertake any division of its rights, assets, obligations,
or liabilities pursuant to a plan of division or otherwise pursuant to applicable law or (iii) sell, lease or otherwise transfer all or
substantially all of its assets to any other Person.


 


(d)        
      No Changes. Make any change in
the character of its business, which change would materially impair the collectibility of any Receivable, without prior written consent
of the Administrator and each Purchaser Agent, or change its name, identity or corporate structure in any manner which would make any
financing statement or continuation statement filed in connection with this Agreement or the transactions contemplated hereby seriously
misleading within the meaning of Section 9-507(c) of the UCC of any applicable jurisdiction or other applicable Laws unless it shall have
given the Administrator (which shall promptly forward a copy to each Purchaser Agent) at least 45 days’ prior written notice thereof
and unless prior thereto it shall have caused such financing statement or continuation statement to be amended or a new financing statement
to be filed such that such financing statement or continuation statement would not be seriously misleading.


 


(e)        
      Capital Stock. Issue any capital
stock except to ABDC. The Seller shall not pay any dividends to ABDC if such payment would be prohibited under the General Corporation
Law of the State of Delaware.


 


(f)        
      No Indebtedness. Incur any Indebtedness
other than as permitted under this Agreement.


 


(g)        
     Change in Payment Instructions to Obligors. Except as may be required by the Administrator (which shall
promptly forward a copy to each Purchaser Agent) pursuant to Section 8.2(b), the Seller will not add or terminate any bank as
a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection
Account, unless (i) the Administrator (which shall promptly forward a copy to each Purchaser Agent) shall have received, at least
ten (10) days before the proposed effective date therefor, (A) written notice of such addition, termination or change and (B) with
respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement (which is
reasonably satisfactory to the Administrator) with respect to the new Collection Account or Lock-Box, (ii) with respect to the
termination of a Collection Bank or a Collection Account or Lock-Box, the Administrator shall have consented thereto (which consent
shall not be unreasonably withheld and will be provided or withheld within 10 days of request) and (iii) with respect to any changes
in instructions to Obligors regarding payments, the Administrator shall have consented thereto; provided that the
Servicer may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make
payments to another existing Lock-Box or Collection Account.


 






    38 


     


    

 


(h)        
      Use of Proceeds. Seller will not
use the proceeds of the Purchases for any purpose other than (i) paying for Receivables and Related Security under and in accordance with
the Receivables Sale Agreement, including without limitation, making payments on the Subordinated Notes (as defined in the Receivables
Sale Agreement) to the extent permitted thereunder and under the Receivables Sale Agreement, (ii) making Demand Advances to ABDC at any
time prior to the Final Facility Termination Date while it is acting as Servicer and no Amortization Event or Unmatured Amortization Event
exists and is continuing, (iii) paying its ordinary and necessary operating expenses when and as due, and (iv) making Restricted Junior
Payments to the extent permitted under this Agreement.


 


(i)        
      Termination Date Determination.
Seller will not designate the Termination Date (as defined in the Receivables Sale Agreement), or send any written notice to any Originator
in respect thereof, without the prior written consent of the Administrator and each Purchaser Agent, except with respect to the occurrence
of such Termination Date arising pursuant to Section 5.1(e) of the Receivables Sale Agreement.


 


(j)        
      Restricted Junior Payments. Seller
will not make any Restricted Junior Payment if after giving effect thereto, Seller’s Net Worth (as defined in the Receivables Sale
Agreement) would be less than the Required Capital Amount (as defined in the Receivables Sale Agreement).


 


(k)        
      Seller Indebtedness. Seller will
not incur or permit to exist any Indebtedness or liability on account of deposits except: (i) the Aggregate Unpaids, (ii) the Subordinated
Loans, and (iii) other current accounts payable arising in the ordinary course of business and not overdue.


 


(l)        
      Prohibition on Additional Negative
Pledges. The Seller shall not enter into or assume any agreement (other than this Agreement and the other Transaction Documents) prohibiting
the creation or assumption of any Lien upon the Purchased Assets except as contemplated by the Transaction Documents, or otherwise prohibiting
or restricting any transaction contemplated hereby or by the other Transaction Documents, and the Seller shall not enter into or assume
any agreement creating any Lien upon the Subordinated Notes.


 


(m)        
     Anti-Corruption Laws and Sanctions. The Seller will
not permitshall
not use, directly or indirectly, all or any part of the proceeds of any Purchase to be
used (i)hereunder for
the purpose of financing a payment to any Person in violation of applicable Anti-Corruption Laws,
(ii) for the purpose of financing any activity or transaction (a),
the activities or transactions of or with any Sanctioned Person or (b) 
in any Sanctioned Country or (iii) in any manner that,
in each case, to the extent it would result in thea violation
of any applicable Sanctionslaw
by any party hereto.


 


(n)        
     Anti-Corruption
Laws. The Seller shall not use, directly or indirectly, all or any part of the proceeds of any Purchase hereunder for the purpose of
funding payments to any officer or employee of an Official Body, or any Person controlled by an Official Body, or any political
party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in violation of
applicable Anti-Corruption Laws.


 






    39 


     


    

 


Section 7.3        
     Affirmative Covenants of
the Servicer. In addition to its other covenants contained herein or made pursuant hereto, the Servicer covenants with the Administrator,
each Purchaser Agent and each Purchaser as follows:


 


(a)        
      Notice of Amortization Event.
Promptly upon becoming aware of any Amortization Event or Unmatured Amortization Event, the Servicer shall give the Administrator (which
shall promptly forward a copy to each Purchaser Agent) notice thereof, together with a written statement of a Responsible Officer setting
forth the details thereof and any action with respect thereto taken or contemplated to be taken by such Servicer.


 


(b)        
      Notice of Material Adverse Change.
Promptly upon any Responsible Officer of the Servicer becoming aware thereof, the Servicer shall give the Administrator (which shall promptly
forward a copy to each Purchaser Agent) notice of any material adverse change in the business, operations or financial condition of the
Servicer which reasonably could affect adversely the collectibility of the Receivables or the ability of the Servicer to perform its obligations
under this Agreement.


 


(c)        
      Preservation of Corporate Existence.
The Servicer shall preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation,
and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where the failure to preserve and maintain
such existence, rights, franchises, privileges and qualification would materially adversely affect (i) the interests of the Administrator,
any Purchaser Agent or any Purchaser hereunder or (ii) the ability of such Servicer to perform its obligations under this Agreement.


 


(d)        
      Compliance with Laws. The Servicer
shall comply in all material respects with all Laws applicable to the Servicer, its business and properties, and all Receivables related
to the Receivable Interests.


 


(e)        
      Enforceability of Obligations.
The Servicer shall take such actions as are reasonable and within its power to ensure that, with respect to an applicable Receivable,
the obligation of any related Obligor to pay the unpaid balance of such Receivable in accordance with the terms of the related Contract
remains legal, valid, binding and enforceable against such Obligor except as otherwise permitted by Section 8.2(d).


 


(f)        
     Books and Records. The Servicer shall, to the extent practicable, maintain and implement administrative
and operating procedures (including, without limitation, (i) the ability to recreate Records evidencing the Receivables in the event
of the destruction of the originals thereof and (ii) procedures to identify and track sales with respect to, and collection on,
Excluded Receivables), and keep and maintain all documents, books, Records and other information reasonably necessary or advisable
for the collection of all applicable Receivables and the identification and reporting of all Excluded Receivables (including,
without limitation, Records adequate to permit the identification of all Receivables, Excluded Receivables, Related Security and
Collections and adjustments to each existing Receivable and Excluded Receivable). Upon the request of the Administrator or any
Purchaser Agent, following the occurrence of an Amortization Event or an Unmatured Amortization Event, the Servicer shall deliver to
the Administrator all Contracts (including, without limitation, all multiple originals of any such Contract constituting an
instrument, a certificated security or chattel paper) relating to the Receivables.


 






    40 


     


    

 


(g)        
      Fulfillment of Obligations. The
Servicer will duly observe and perform, or cause to be observed or performed, all material obligations and undertakings on its part or
on the part of any subservicer to be observed and performed under or in connection with the Receivables, will duly observe and perform
all material provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, will
do nothing to impair the rights, title and interest of the Administrator, any Purchaser Agent or any Purchaser in and to the Receivable
Interests and will pay when due any taxes, including without limitation any sales tax, excise tax or other similar tax or charge, payable
in connection with such Receivables and their creation and satisfaction.


 


(h)        
      Obligor List. The Servicer shall
at all times maintain a current list (which may be stored on magnetic tapes, computer systems or disks) of all Obligors under Contracts
related to the applicable Receivables, including the name, address, telephone number and account number of each such Obligor. The list
shall be updated as provided in Section 8.5(b) and, the Servicer shall deliver or cause to be delivered a copy of such list to
the Administrator (which shall promptly forward a copy to each Purchaser Agent) as soon as practicable following the Administrator’s
request (but not more frequently than once each calendar quarter unless an Amortization Event or Unmatured Amortization Event has occurred
and is continuing).


 


(i)        
      Total Systems Failure. The Servicer
shall promptly notify the Administrator (which shall promptly forward a copy to each Purchaser Agent) of any total systems failure and
shall advise the Administrator of the estimated time required to remedy such total systems failure and of the estimated date on which
a Settlement Report can be delivered. Until a total systems failure is remedied, the Servicer (i) will furnish to the Administrator (which
shall promptly forward a copy to each Purchaser Agent) such periodic status reports and other information relating to such total systems
failure as the Administrator or any Purchaser Agent may reasonably request and (ii) will promptly notify the Administrator (which shall
promptly forward a copy to each Purchaser Agent) if the Servicer believes that such total systems failure cannot be remedied by the estimated
date, which notice shall include a description of the circumstances which gave rise to such delay, the action proposed to be taken in
response thereto, and a revised estimate of the date on which the information required for a Settlement Report can be delivered. The Servicer
shall promptly notify the Administrator (which shall promptly forward a copy to each Purchaser Agent) when a total systems failure has
been remedied.


 


(j)        
      Notice of Relocation. The Servicer shall
give the Administrator (which shall promptly forward a copy to each Purchaser Agent) 45 days’ prior written notice of any relocation
of its Location. The Servicer will at all times maintain its Location within a jurisdiction in the United States in which Article 9 of
the UCC is in effect as of the date hereof or the date of any such relocation.


 


(k)        
     Administrative and Operating Procedures. The Servicer shall maintain and implement administrative and
operating procedures adequate to permit the identification of the applicable Receivables and all collections and adjustments
attributable thereto and shall comply in all material respects with the Applicable Originator’s Credit and Collection Policy
in regard to each applicable Receivable and related Contract.


 






    41 


     


    

 


(l)        
      Modification of Systems. The
Servicer agrees, promptly after the replacement or any material modification of any computer, automation or other operating systems (in
respect of hardware or software) used to perform its services as Servicer or to make any calculations or reports hereunder, to give notice
of any such replacement or modification to the Administrator (which shall promptly forward a copy to each Purchaser Agent).


 


(m)        
      Litigation. As soon as possible,
and in any event within ten (10) Business Days of the Servicer’s knowledge thereof, the Servicer shall give the Administrator (which
shall promptly forward a copy to each Purchaser Agent) notice of any litigation, investigation or proceeding against the Servicer which
may exist at any time which, in the reasonable judgment of the Servicer could materially impair the ability of the Servicer to perform
its obligations under this Agreement.


 


(n)        
      ERISA Events. Promptly upon becoming
aware of the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be
expected to result in a material adverse effect on the business, financial conditions, operations or properties of Performance Guarantor
and ERISA Affiliates taken as a whole, Performance Guarantor shall give the Seller a written notice specifying the nature thereof, what
action Performance Guarantor or any ERISA Affiliate has taken and, when known, any action taken or threatened by the Internal Revenue
Service, the Department of Labor or the PBGC with respect thereto.


 


(o)        
      Separate Corporate Existence.
As long as ABDC is the Servicer hereunder, the Servicer shall maintain its legal identity separate from the Seller and take such action
to ensure that: (A) the management of the Servicer does not anticipate any need for its having to extend advances to the Seller except
for those described in the Transaction Documents, if any; (B) the Servicer does not conduct its business in the name of the Seller; (C)
the Servicer has a telephone number, stationery and business forms separate from those of the Seller; (D) the Servicer does not provide
for its expenses and liabilities from the funds of the Seller; (E) the Servicer is not liable for the payment of any liability of the
Seller; (F) neither the assets nor the creditworthiness of the Servicer is held out as being available for the payment of any liability
of the Seller; (G) the Servicer maintains an arm’s-length relationship with the Seller; and (H) assets are not transferred from
the Servicer to the Seller without fair consideration or with the intent to hinder, delay or defraud the creditors of either company.


 






    42 


     


    

 


(p)        
     Audits. At any time, upon reasonable notice to the Servicer (but not more than twice per calendar year
unless an Amortization Event or Unmatured Amortization Event has occurred), the Servicer shall permit the Administrator, together
with each Purchaser Agent that wants to participate, or such Person as they may designate, during business hours, to conduct audits
or visit and inspect any of the properties of the Servicer to examine the Records, internal controls and procedures maintained by
the Servicer and take copies and extracts therefrom, and to discuss the Servicer’s affairs with its officers, employees and
independent accountants. The Servicer hereby authorizes such officers, employees and independent accountants to discuss with the
Administrator and each Purchaser Agent, or such Person as they may designate, the affairs of the Servicer. The Seller shall
reimburse the Administrator and each Purchaser Agent for all reasonable fees, costs and out-of-pocket expenses incurred by or on
behalf of the Administrator and each Purchaser Agent in connection with up to one (1) such audit and visit for each per calendar
year promptly upon receipt of a written invoice therefor; provided that following the occurrence of an Amortization
Event or an Unmatured Amortization Event, the Seller shall reimburse the Administrator and each Purchaser Agent for all reasonable
fees, costs and out of pocket expenses incurred by or on behalf of the Administrator and each Purchaser Agent in connection with the
foregoing actions promptly upon receipt of written invoice therefor regardless of the number of audits or visits in such year.
Subject to the requirements of applicable laws, the Administrator and each Purchaser Agent agrees to use commercially reasonable
precautions to keep confidential, in accordance with its respective customary procedures for handling confidential information, any
non-public information supplied to it by the Servicer pursuant to any such audit or visit which is identified by the Servicer as
being confidential at the time the same is delivered to the Administrator and each Purchaser Agent.


 


(q)        
      S.E.C. Filings. Promptly upon the written
request of the Administrator or any Purchaser Agent, provide to the Administrator (which shall promptly forward a copy to each Purchaser
Agent) copies of all registration statements and annual, quarterly, monthly or other regular reports which Seller or Servicer files with
the Securities and Exchange Commission.


 


(r)        
      Notices. Servicer will notify
the Administrator (which shall promptly forward a copy to each Purchaser Agent) in writing of any of the following promptly upon learning
of the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto:


 


(i)                
Judgments and Proceedings. (A) (1) The entry of any judgment or decree against Performance Guarantor, the Servicer or any of their
respective Subsidiaries if the aggregate amount of all judgments and decrees then outstanding against Performance Guarantor, the Servicer
and their respective Subsidiaries exceeds $100,000,000 after deducting (a) the amount with respect to which Performance Guarantor, the
Servicer or any such Subsidiary, as the case may be, is insured and with respect to which the insurer has assumed responsibility in writing,
and (b) the amount for which Performance Guarantor, the Servicer or any such Subsidiary is otherwise indemnified if the terms of such
indemnification are satisfactory to the Administrator and the Required Purchaser Agents, and (2) the institution of any litigation, arbitration
proceeding or governmental proceeding against Performance Guarantor or the Servicer; and (B) the entry of any judgment or decree or the
institution of any litigation, arbitration proceeding or governmental proceeding against Seller.


 


(ii)             
Termination Date. The occurrence of the “Termination Date” under and as defined in the Receivables Sale
Agreement.


 


(iii)           
Defaults Under Other Agreements. For the Servicer, the occurrence of a default or an event of default in respect of a financing
arrangement for an aggregate principal amount exceeding $100,000,000. For the Seller, the occurrence of a default or an event of default
in respect of a financing arrangement for an aggregate principal amount exceeding $11,625.


 






    43 


     


    

 





(iv)           
 Notices under Receivables
Sale Agreement. Copies of all notices to be delivered under the Receivables Sale Agreement.


 


(s)           
 Rebate Reserves. Servicer shall
determine the Rebate Reserve in accordance with the definition thereof and in a manner consistent with its practice in effect on the date
hereof and report the Rebate Reserve in each Settlement Report.


 


(t)           
 Accounting Certificate. The Servicer
shall deliver, or cause to be delivered, the certificate described in Section 5.3(k).


 


(u)           
 Financial Statements. In the event
that the balance sheet and/or the statements of income and cash flow (as described in Section 5.3(k)) of AmerisourceBergen and
its Consolidated Subsidiaries are no longer publicly available, AmerisourceBergen shall, within 90 or 120 days of the end of the applicable
quarter or Fiscal Year, respectively, provide copies of such balance sheet and/or statements of income and cash flow to the Administrator
(which shall promptly forward a copy to each Purchaser Agent).


 


(v)           
Policies and Procedures. The Servicer has instituted, and will continue to maintain and enforce, policies and procedures designed to ensure
compliance by the Servicer, its Subsidiaries and their directors, officers, employees and agents with applicable Anti-Corruption Laws
and Sanctions.


 


Section 7.4           
 Negative
Covenants of the Servicer. Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and the Agreement terminates
in accordance with its terms, the Servicer hereby covenants, as to itself, that it will not:


 


(a)           
 No Rescissions or Modifications. Rescind
or cancel any Receivable or related Contract or modify any terms or provisions thereof or grant any Dilution to an Obligor, except in
accordance with the Applicable Originator’s Credit and Collection Policy or otherwise with the prior written consent of the Administrator
and the Required Purchaser Agents, unless such Receivable has been deemed collected pursuant to Section 1.4(a) or repurchased pursuant
to the Receivables Sale Agreement.


 


(b)           
 No Liens. Cause any of the applicable
Receivables or related Contracts, or any inventory or goods the sale of which may give rise to a Receivable or any Collection Account
or any right to receive any payments received therein or deposited thereto, to be sold, pledged, assigned or transferred or to be subject
to a Lien, other than (i) the sale and assignment of the Receivable Interest to the Administrator, for the benefit of Secured Parties,
(ii) the Liens created in connection with the transactions contemplated by this Agreement or (iii) Liens in respect of a Receivable which
has been deemed collected pursuant to Section 1.4(a) or repurchased pursuant to the Receivables Sale Agreement, and for which payment
has been received.


 


(c)            No
Changes. Make any material change in its Credit and Collection Policy, allow any material change to be made in the Applicable
Originator’s Credit and Collection Policy or consent to any material change in the Applicable Originator’s Credit and
Collection Policy without prior written consent of the Administrator and each Purchaser Agent (and the Servicer shall provide notice
of any change (unless de minimis ) in its or any Originator’s Credit and Collection Policy at least five (5) Business
Days prior to the effective date of such change), or change its name, identity or corporate structure in any manner which would make
any financing statement or continuation statement filed in connection with this Agreement or the transactions contemplated hereby
seriously misleading within the meaning of Section 9.507(c) of the UCC of any applicable jurisdiction or other applicable Laws
unless it shall have given the Administrator (which shall promptly forward a copy to each Purchaser Agent) at least 45 days’
prior written notice thereof and unless prior thereto it shall have caused such financing statement or continuation statement to be
amended or a new financing statement to be filed such that such financing statement or continuation statement would not be seriously
misleading.


 






    44 


     


    

 


(d)             Consolidations, Mergers and Sales
of Assets. (i) Consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer all or substantially all
of its assets to any other Person; provided that the Servicer may merge with another Person if (A) the Servicer is the corporation
surviving such merger and (B) immediately after giving effect to such merger, no Amortization Event or Unmatured Amortization Event shall
have occurred and be continuing.


 


(e)             Change in Payment Instructions to
Obligors. Except as may be required by the Administrator pursuant to Section 8.2(b), the Servicer will not add or terminate
any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection
Account, unless (i) the Administrator (which shall promptly forward a copy to each Purchaser Agent) shall have received, at least ten
(10) days before the proposed effective date therefor, (A) written notice of such addition, termination or change and (B) with respect
to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement (which is reasonably
satisfactory to the Administrator) with respect to the new Collection Account or Lock-Box, (ii) with respect to the termination of a Collection
Bank or a Collection Account or Lock-Box, the Administrator shall have consented thereto (which consent shall not be unreasonably withheld
and will be provided or withheld within 10 days of request) and (iii) with respect to any changes in instructions to Obligors regarding
payments, the Administrator shall have consented thereto; provided that the Servicer may make changes in instructions to
Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Lock-Box or Collection
Account.


 


(f)             Prohibition on Additional Negative
Pledges. The Servicer shall not enter into or assume any agreement (other than this Agreement and the other Transaction Documents)
prohibiting the creation or assumption of any Lien upon the Purchased Assets or otherwise prohibiting or restricting any transaction contemplated
hereby or by the other Transaction Documents, and the Servicer shall not enter into or assume any agreement creating any Lien upon the
Subordinated Notes.


 


(g)            Sanctions. The Servicer
and its Subsidiaries shall not use, directly or indirectly, all or any part of the proceeds of any Purchase hereunder for the purpose
of financing, the activities or transactions of or with any Sanctioned Person or in any Sanctioned Country, in each case, to the extent
it would result in a violation of any applicable law by any party hereto.


 


(h)           
Anti-Corruption Laws. The Servicer and its Subsidiaries shall not use, directly or indirectly, all or any part of the proceeds of
any Purchase hereunder for the purpose of funding payments to any officer or employee of an Official Body, or any Person controlled
by an Official Body, or
any political party, official of a political party, candidate for political office, or anyone else acting in an official capacity,
in violation of applicable Anti-Corruption Laws.


 






    45 


     


    

 


ARTICLE VIII.


 


ADMINISTRATION AND COLLECTION


 


Section 8.1              Designation of Servicer.


 


(a)              The servicing, administration and collection
of the Receivables shall be conducted by such Person (the “Servicer”) so designated from time to time in accordance
with this Section 8.1. ABDC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant
to the terms of this Agreement. The Required Purchaser Agents may at any time following the occurrence of an Amortization Event designate
as Servicer any Person to succeed ABDC or any successor Servicer; provided that the Rating Agency Condition is satisfied.


 


(b)               ABDC may delegate, and ABDC hereby advises the
Administrator, each Purchaser Agent and each Purchaser that it has delegated, to the other Originators, as sub-servicers of the Servicer,
certain of its duties and responsibilities as Servicer hereunder in respect of the Receivables originated by such other Originator. Without
the prior written consent of the Required Purchaser Agents (which consent shall not be unreasonably withheld), ABDC shall not be permitted
to delegate any of its duties or responsibilities as Servicer to any Person other than (i) Seller, (ii) the other Originators, and (iii)
with respect to certain Defaulted Receivables, outside collection agencies in accordance with its customary practices. Neither Seller
nor any Originator shall be permitted to further delegate to any other Person any of the duties or responsibilities of the Servicer delegated
to it by ABDC. If at any time the Required Purchaser Agents shall designate as Servicer any Person other than ABDC, all duties and responsibilities
theretofore delegated by ABDC to Seller or the other Originators may, at the discretion of the Required Purchaser Agents, be terminated
forthwith on notice given by the Required Purchaser Agents to ABDC and to Seller and the other Originators.


 


(c)               Notwithstanding the foregoing subsection
(b): (i) ABDC shall be and remain primarily liable to the Administrator, each Purchaser Agent and each Purchaser for the full and
prompt performance of all duties and responsibilities of the Servicer hereunder and (ii) the Administrator, each Purchaser Agent and each
Purchaser shall be entitled to deal exclusively with ABDC in matters relating to the discharge by the Servicer of its duties and responsibilities
hereunder. The Administrator, each Purchaser Agent and each Purchaser shall not be required to give notice, demand or other communication
to any Person other than ABDC in order for communication to the Servicer and its sub-servicer or other delegate with respect thereto to
be accomplished. ABDC, at all times that it is the Servicer, shall be responsible for providing any sub-servicer or other delegate of
the Servicer with any notice given to the Servicer under this Agreement.


 






    46 


     


    

 


(d)           
Notwithstanding anything to the contrary herein or in any other Transaction Document, (i) the Excluded Obligor Receivables shall be
excluded from the calculations of (x) “Adjusted Dilution Ratio,” “Credit Memo Lag Time,” “Days Sales
Outstanding,” “Default Horizon Ratio,” “Default Ratio,” “Delinquency Ratio,”
 “Dilution Horizon Ratio,” “Dilution Ratio,” “Dilution Reserve,” “Dilution Volatility
Component,” “Loss Reserve,” “Net Pool Balance,” “Rebate Reserve,” “Required
Reserve,” “Required Reserve Factor Floor,” “Servicing Fee,” “Servicing Reserve” and
 “Yield Reserve,” (y) any components of the calculations and terms described in clause (x) above and (z) each
other item required to be reported on for purposes of any Settlement Report and Interim Settlement Report (other than the
Outstanding Balance thereof as set forth in any such Settlement Report and Interim Settlement Report), in each case, for all
purposes of this Agreement, any Settlement Report, any Interim Settlement Report and the other Transaction Documents and (ii) the
Excluded Obligor Included Receivables constitute a portion of the Purchased Assets for all purposes of this Agreement and the other
Transaction Documents.


 


Section 8.2               Duties of Servicer.


 


(a)               The Servicer shall take or cause to
be taken all such actions as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable
laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy.


 


(b)               The Servicer will instruct all Obligors
to pay all Collections directly to a Lock-Box or Collection Account. The Servicer shall (on or prior to the Closing Date with respect
to each Lock-Box or Collection Account listed in the Account Disclosure Letter) effect a Collection Account Agreement substantially in
the form of Exhibit V (in each case, with such other changes as the Administrator may otherwise consent) with each bank party to
a Collection Account at any time. In the case of any remittances received in any Lock-Box or Collection Account that shall have been identified,
to the satisfaction of the Servicer, to not constitute Collections or other proceeds of the Receivables or the Related Security, the Servicer
shall promptly remit such items to the Person identified to it as being the owner of such remittances. From and after the date the Administrator
delivers to any Collection Bank a Collection Notice pursuant to Section 8.3, the Administrator may request that the Servicer, and
the Servicer thereupon promptly shall instruct all Obligors with respect to the Receivables, to remit all payments thereon to a new depositary
account specified by the Administrator and, at all times thereafter, Seller and the Servicer shall not deposit or otherwise credit, and
shall not permit any other Person to deposit or otherwise credit to such new depositary account any cash or payment item other than Collections.


 


(c)               The Servicer shall administer the Collections
in accordance with the procedures described herein. The Servicer shall set aside and hold in trust for the account of Seller and each
Purchaser their respective shares of the Collections in accordance with Article II. The Servicer shall, upon the request of the
Administrator or any Purchaser Agent and after an Amortization Event or Unmatured Amortization Event, segregate, in a manner acceptable
to the Administrator and each Purchaser Agent, all cash, checks and other instruments received by it from time to time constituting Collections
from the general funds of the Servicer or Seller prior to the remittance thereof in accordance with Article II. If the Servicer
shall be required to segregate Collections pursuant to the preceding sentence, the Servicer shall segregate and deposit with a bank designated
by the Administrator such allocable share of Collections of Receivables set aside for each Purchaser on the first Business Day following
receipt by the Servicer of such Collections, duly endorsed or with duly executed instruments of transfer.


 






    47 


     


    

 





(d)               The Servicer may, in accordance with
the Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Receivable as the Servicer
determines to be appropriate to maximize Collections thereof; provided that such extension or adjustment shall not alter
the status of such Receivable as a Delinquent Receivable or Defaulted Receivable or limit the rights of the Administrator, any Purchaser
Agent or any Purchaser under this Agreement. Notwithstanding anything to the contrary contained herein, the Required Purchaser Agents
shall have the absolute and unlimited right to direct the Servicer to commence or settle any legal action with respect to any Receivable
or to foreclose upon or repossess any Related Security.


 


(e)               The Servicer shall hold in trust for Seller and
the Administrator, each Purchaser Agent and each Purchaser all Records that (i) evidence or relate to the Receivables, the related Contracts
and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, as soon as practicable upon demand
of the Administrator or any Purchaser Agent, deliver or make available to the Administrator and each Purchaser Agent all such Records,
at a place selected by the Administrator. The Servicer shall, as soon as practicable following receipt thereof turn over to Seller any
cash collections or other cash proceeds received with respect to Indebtedness not constituting Receivables. The Servicer shall, from time
to time at the request of the Administrator or any Purchaser Agent, furnish to the Administrator and each Purchaser Agent (promptly after
any such request) a calculation of the amounts set aside for each Purchaser pursuant to Article II.


 


(f)               Any payment by an Obligor in respect of any indebtedness
owed by it to any Originator or Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and
unless otherwise instructed by the Required Purchaser Agents, be applied as a Collection of any Receivable of such Obligor (starting with
the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable
or other obligation of such Obligor.


 


Section 8.3               Collection Notices.
The Administrator is authorized at any time after the occurrence of an Amortization Event or an Unmatured Amortization Event to date and
to deliver to the Collection Banks the Collection Notices. Seller hereby transfers to the Administrator for the benefit of the Secured
Parties, effective when the Administrator delivers such notice, the exclusive ownership and control of each Lock-Box and the Collection
Accounts and, in connection therewith, agrees to cause each Collection Bank to modify the name on each Lock-Box and Collection Account
as requested by the Administrator. In case any authorized signatory of Seller whose signature appears on a Collection Account Agreement
shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority
had remained in force. Seller hereby authorizes the Administrator, and agrees that the Administrator shall be entitled (i) at any time
after delivery of the Collection Notices, to endorse Seller’s name on checks and other instruments representing Collections, (ii)
at any time after the occurrence of an Amortization Event, to enforce the Receivables, the related Contracts and the Related Security,
and (iii) at any time after the occurrence of an Amortization Event, to take such action as shall be reasonably necessary or desirable
to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Administrator
rather than Seller.


 






    48 


     


    

 





Section 8.4               Responsibilities of Seller.
Anything herein to the contrary notwithstanding, the exercise by the Administrator, on behalf of Secured Parties, of the Administrator’s
rights hereunder shall not release the Servicer, any Originator or Seller from any of their duties or obligations with respect to any
Receivables or under the related Contracts. The Administrator, each Purchaser Agent and each Purchaser shall have no obligation or liability
with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of Seller or any Originator
thereunder.


 


Section 8.5               Settlement Reports.


 


(a)               The Servicer shall prepare and forward to the
Administrator (with an electronic copy to each Purchaser Agent) (i) on each Settlement Reporting Date, a Settlement Report (certified
by an Authorized Officer of the Servicer) and an electronic file of the data contained therein and (ii) at such times as the Administrator
or any Purchaser Agent shall request, a listing by Obligor of all Receivables together with an aging of such Receivables; provided
that, (i) if an Amortization Event or Unmatured Amortization Event has occurred and is continuing, the Administrator or any Purchaser
Agent may request that the Servicer deliver a Settlement Report more frequently than monthly, but no more frequently than weekly, and
(ii) if ABDC fails to have debt ratings at or above BBB- by Standard & Poor’s, Baa3 by Moody’s or BBB- by Fitch, the Servicer
shall, until such time as ABDC has debt ratings at or above BBB- by Standard & Poor’s, Baa3 by Moody’s and BBB- by Fitch
or as otherwise consented to in writing by the Administrator and the Required Purchaser Agents, deliver a Settlement Report weekly.


 


(b)               Upon the request of the Administrator
or any Purchaser Agent (but not more frequently than every quarter), the Servicer shall provide in writing to the Administrator (which
shall promptly forward a copy to each Purchaser Agent) the list of Obligors under Contracts related to the Receivables including, for
each Obligor added to the list, the name, address, telephone number and account number of such Obligor and if there have been changes
in the name, address, telephone number or account number of any existing Obligor, the revisions shall be provided.


 


Section 8.6               Servicing Fee. As compensation
for the Servicer’s servicing activities on their behalf, the Servicer shall be paid the Servicing Fee in arrears on each Settlement
Date out of Collections.


 


ARTICLE IX.


 


AMORTIZATION EVENTS


 


Section 9.1               Amortization Events.
The occurrence of any one or more of the following events shall constitute an “Amortization Event”:


 


(a)           
the Seller or the Servicer shall fail to remit or fail to cause to be remitted to the Administrator, any Purchaser Agent or any
Purchaser on any day any Collections, including any amounts to be remitted to reduce the Invested Amount or any portion thereof, or
interest or fees set forth in any Fee Letter and required to be remitted to the Administrator, any Purchaser Agent or any Purchaser
on such day, and with respect to failure to remit interest or any such fees, such failure shall continue for two Business Days after
the date on which such interest or fees becomes due; or


 






    49 


     


    

 


(b)               the Seller or the Servicer shall fail
to deposit, or pay or fail to cause to be deposited or paid when due any other amount due hereunder or shall fail to deliver any Settlement
Report and such failure shall continue for two (2) Business Days after the date when such amount or Settlement Report became due; or


 


(c)               any representation, warranty, certification or
statement made by the Seller, the Servicer or any Originator under this Agreement or any other Transaction Document or in any agreement,
certificate, report, appendix, schedule or document furnished by the Seller, the Servicer or any Originator to the Administrator, any
Purchaser Agent or any Purchaser pursuant to or in connection with this Agreement or any other Transaction Document shall prove to have
been false or misleading in any respect material to this Agreement or any other Transaction Document or the transactions contemplated
hereby or thereby as of the time made or deemed made (including by omission of material information necessary to make such representation,
warranty, certification or statement not misleading) and which continues to be false or misleading in any material respect for a period
of ten (10) Business Days after either (i) any Responsible Officer of the Seller or the Servicer becomes aware thereof or (ii) notice
thereof to such Person by the Administrator, any Purchaser Agent or any Purchaser; or


 


(d)           
a Change of Control shall occur with respect to the Performance Guarantor; or


 


(e)               except as otherwise provided in this Section
9.1, the Seller, the Servicer or any Originator shall default or fail in the performance or observance of any other covenant, agreement
or duty applicable to it contained herein and such default or failure shall continue for ten (10) Business Days after either (i) any Responsible
Officer of the Seller or the Servicer becomes aware thereof or (ii) notice thereof to such Person by the Administrator, any Purchaser
Agent or any Purchaser; or


 


(f)               the Seller shall fail to pay any Indebtedness
when due and such failure shall continue beyond the applicable grace period, if any, specified in the agreement or instrument relating
to such Indebtedness; or AmerisourceBergen or any of its Consolidated Subsidiaries (other than the Seller, if applicable) shall fail to
pay any Indebtedness in excess of $150,000,000 of AmerisourceBergen or any of its Consolidated Subsidiaries, as the case may be, or any
interest or premium on such Indebtedness, in either case, when due (whether by scheduled maturity, required prepayment, acceleration,
demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument
relating to such Indebtedness; or any other default under any agreement or instrument relating to any such Indebtedness or any other event,
shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such
default or event is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness; or a final court decision of $150,000,000
or more shall be rendered against AmerisourceBergen or any of its Consolidated Subsidiaries and (i) such amount remains unpaid and (ii)
AmerisourceBergen or the relevant Consolidated Subsidiary does not, in good faith, contest such decision within the relevant statutory
period; or


 






    50 


     


    





 


(g)       the average of the Default Ratios, computed
for each of the immediately preceding three months, shall exceed 0.50%; or the average of the Dilution Ratios, computed for each of the
immediately preceding three months, shall exceed 5.75%; or the average of the Delinquency Ratios, computed for each of the immediately
preceding three months, shall exceed 3.25%; or the Days Sales Outstanding for any month shall exceed 40 days; or


 


(h)      (i) a
Collection Bank shall default or fail in the performance or observance of any agreement or duty applicable to it in respect of any
Collection Account, and (A) the Servicer has not notified the Administrator (which shall promptly forward a copy to each Purchaser
Agent), within two (2) Business Days after becoming aware of such continuing default or failure, of the action it intends to take to
cure such default or failure or (B) if so requested by the Administrator, any Purchaser Agent or any Purchaser, the Seller has not
established, within fifteen (15) Business Days of such default or failure, another Collection Account with a Collection Bank agreed
upon by the Seller and the Administrator, or (ii) the Seller or the Servicer shall default or fail in the performance or observance
of any covenant, agreement or duty set forth in Sections 8.2 or 8.3 hereof which is within the control of the Seller
or the Servicer, as the case may be, and such default or failure shall continue for two (2) Business Days after notice thereof;
or


 


(i)        there shall be pending any litigation,
investigation or proceeding, which the Seller or the Servicer is required to disclose pursuant to Section 7.1(i) or Section
7.3(m), respectively, hereof, which in the reasonable opinion of the Administrator, any Purchaser Agent or any Purchaser is likely
to materially adversely affect the financial position or results of operations of the Seller or the Servicer or impair the ability of
the Seller or the Servicer to perform its respective obligations under this Agreement; or


 


(j)        there shall have occurred any event which
could have a material adverse effect on (i) the ability of any Seller Party, any Originator or the Performance Guarantor to perform its
obligations under any Transaction Document, (ii) the legality, validity or enforceability of any Transaction Document, (iii) the Administrator’s
security interest in the Receivables generally or in any significant portion of the Receivables or the proceeds thereof, or (iv) the collectibility
of the Receivables generally or of any material portion of the Receivables; or


 


(k)       an Event of Bankruptcy shall occur with respect
to the Seller, the Servicer, any Originator or the Performance Guarantor; or


 


(l)        the Aggregate Invested Amount shall exceed the Purchase Limit; or


 


(m)      the
Net Pool Balance shall at any time be less than an amount equal to the sum of (i) the Aggregate Invested Amount plus (ii) the
Required Reserve; or


 


(n)       ABDC is replaced as Servicer pursuant
to Section 8.1(a) or otherwise resigns as Servicer; or


 


(o)      AmerisourceBergen shall default or fail
in the performance or observance of the covenant set forth in Section 6.05 of the Credit Agreement; or


 






    51


     


    

 





(p)       a final court
decision for $11,625 or more shall be rendered against the Seller; or


 


(q)       ABDC shall cease
to own 100% of the capital stock of the Seller or the Performance Guarantor shall cease to own (directly or indirectly) 100% of the capital
stock of each Originator; or


 


(r)        ABDC shall (i) consolidate or merge with
or into any other Person or (ii) sell, lease or otherwise transfer all or substantially all of its assets to any other Person unless ABDC
is the survivor of such transaction; or


 


(s)       (i) definition of “Excluded
Subsidiary” (clause (b) thereof), “Loan Parties,” “Securitization,” or
 “Securitization Entity,” or “Designated Subsidiary” contained
in the Credit Agreement is amended, modified or waived without the prior written consent of the Administrator and the Required Purchaser
Agents; (ii) Section 6.01(a), 6.02(e) or 6.05 of the Credit Agreement is amended, modified or waived without the prior written consent
of the Administrator and the Required Purchaser Agents; or (iii) any other provision of (including by the addition of a provision) the
Credit Agreement is amended, modified or waived without the prior written consent of the Administrator and the Required Purchaser Agents
in any way which could materially and adversely impair the interests of the Administrator, any Purchaser Agent or any Purchaser in the
Receivables, Related Security or Collections or could result in the creation of a Lien thereof; or


 


(t)        the
Performance Guarantor shall default or fail in the performance of any covenant or agreement set forth in the Performance GuarantyUndertaking;
or


 


(u)       the “Termination Date”
or any “Termination Event” under and as defined in the Receivables Sale Agreement shall occur under the Receivables
Sale Agreement or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise
be incapable of transferring Receivables to Seller under the Receivables Sale Agreement; or


 


(v)      this Agreement shall terminate in whole
or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation
of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability,
or the Administrator (for the benefit of Secured Parties) shall cease to have a valid and perfected first priority security interest in
the Purchased Assets; or


 


(w)      the Performance Undertaking shall cease
to be effective or to be the legally valid, binding and enforceable obligation of Performance Guarantor, or Performance Guarantor shall
directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability of its obligations thereunder;
or


 


(x)       the Internal Revenue Service shall
file notice of a lien pursuant to Section 6323 of the Internal Revenue Code with regard to any of the Purchased Assets or any assets
of the Seller, Performance Guarantor or any Affiliate and such lien shall not have been released within seven (7) days, or the PBGC
shall, or shall indicate its intention to, file notice of a lien pursuant to Section 4068 or Section 303(k) of ERISA with regard to
any of the Purchased Assets; or


 






    52


     


    

 


(y)       an ERISA Event shall have occurred that,
in the opinion of the Required Purchaser Agents, when taken together with all other ERISA Events that have occurred, could reasonably
be expected to result in a material adverse effect on the business, financial condition, operations or properties of the Performance Guarantor
and ERISA Affiliates taken as a whole.


 


Section 9.2        Remedies. Upon the occurrence
and during the continuation of an Amortization Event, the Administrator may, or upon the direction of any Purchaser Agent shall, take
any of the following actions: (i) replace the Person then acting as Servicer (ii) declare the Facility Termination Date for all Purchaser
Groups to have occurred, whereupon Reinvestments shall immediately terminate and the Final Facility Termination Date shall forthwith occur,
all without demand, protest or further notice of any kind, all of which are hereby expressly waived by each Seller Party; provided
that, upon the occurrence of an Event of Bankruptcy with respect to any Seller Party, the Facility Termination Date for all Purchaser
Groups shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by each
Seller Party, (iii) deliver the Collection Notices to the Collection Banks, (iv) exercise all rights and remedies of a secured party upon
default under the UCC and other applicable laws, and (v) notify Obligors of the Administrator’s security interest in the Receivables
and other Purchased Assets. The aforementioned rights and remedies shall be without limitation, and shall be in addition to all other
rights and remedies of the Administrator, each Purchaser Agent and each Purchaser otherwise available under any other provision of this
Agreement, by operation of law, at equity or otherwise, all of which are hereby expressly preserved, including, without limitation, all
rights and remedies provided under the UCC, all of which rights shall be cumulative.


 


ARTICLE X.


 


INDEMNIFICATION


 


Section 10.1      Indemnities by the Seller Parties.
Without limiting any other rights that the Administrator, any Purchaser Agent, any Purchaser or any Funding Source may have hereunder
or under applicable law, (A) Seller hereby agrees to indemnify (and pay upon demand to) the Administrator, each Purchaser Agent, each
Purchaser, each Funding Source and each of the respective assigns, officers, directors, members, partners, certificateholders, Administrators
and employees of the foregoing (each, an “Indemnified Party”) from and against any and all damages, losses,
claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys
may be employees of any Indemnified Party) and disbursements (all of the foregoing being collectively referred to as “Indemnified
Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition,
either directly or indirectly, by any Indemnified Party of an interest in the Receivables, and (B) the Servicer hereby agrees to indemnify
(and pay upon demand to) each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of the
Servicer’s activities as Servicer hereunder; excluding, however, in all of the foregoing instances under the
preceding clauses (A) and (B):


 





(a)       Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from
gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification;


 






    53


     


    

 


(b)       Indemnified Amounts to the extent the same results from losses in respect of Receivables that are uncollectible on account of the insolvency,
bankruptcy or lack of creditworthiness of the related Obligor; or


 


(c)       taxes imposed by the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the
overall net income of such Indemnified Party to the extent that the computation of such taxes is consistent with the characterization
for income tax purposes of the acquisition by any Purchaser of Receivables as a loan or loans by any Purchaser to Seller secured by the
Receivables, the Related Security, the Collection Accounts and the Collections;


 


provided that nothing contained in this sentence
shall limit the liability of any Seller Party or limit the recourse of any Indemnified Party to any Seller Party for amounts otherwise
specifically provided to be paid by such Seller Party under the terms of this Agreement. Without limiting the generality of the foregoing
indemnification, Seller shall indemnify the Indemnified Parties for Indemnified Amounts (including, without limitation, losses in respect
of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to Seller or the Servicer) relating
to or resulting from:


 


(i)        any representation or warranty made by any Seller Party or any Originator (or any officers of any such Person) under or in connection
with this Agreement, any other Transaction Document or any other information or report delivered by any such Person pursuant hereto or
thereto, which shall have been false or incorrect when made or deemed made;


 


(ii)       the failure by Seller, the Servicer or any Originator to comply with any applicable law, rule or regulation with respect to any Receivable
or Contract related thereto, or the nonconformity of any Receivable or Contract included therein with any such applicable law, rule or
regulation or any failure of any Originator to keep or perform any of its obligations, express or implied, with respect to any Contract;


 


(iii)      any failure of Seller, the Servicer or any Originator to perform its duties, covenants or other obligations in accordance with the provisions
of this Agreement or any other Transaction Document;


 


(iv)      any products liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance
or services that are the subject of any Contract or any Receivable;


 


(v)       any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any
Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and
binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale
of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services;


 






    54


     


    

 


(vi)      the commingling
of Collections of Receivables at any time with other funds;


 


(vii)     any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions
contemplated hereby, the use of the proceeds of any Purchase, the Purchased Assets or any other investigation, litigation or proceeding
relating to Seller, the Servicer or any Originator in which any Indemnified Party becomes involved as a result of any of the transactions
contemplated hereby;


 


(viii)    any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil
and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;


 


(ix)       any Amortization Event of the type described in Section 9.1(k);


 


(x)        any failure of Seller to acquire and maintain legal and equitable title to, and ownership of any of the Purchased Assets from the Applicable
Originator, free and clear of any Lien (other than as created hereunder); or any failure of Seller to give reasonably equivalent value
to any Originator under the Receivables Sale Agreement in consideration of the transfer by such Originator of any Receivable, or any attempt
by any Person to void such transfer under statutory provisions or common law or equitable action;


 


(xi)       any failure to vest and maintain vested in the Administrator for the benefit of the Secured Parties, or to transfer to the Administrator
for the benefit of the Secured Parties, a valid first priority perfected security interests in the Purchased Assets, free and clear of
any Lien (except as created by the Transaction Documents);


 


(xii)      the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any
applicable jurisdiction or other applicable laws with respect to any Purchased Assets, and the proceeds thereof, whether at the time of
any Purchase or at any subsequent time;


 


(xiii)     any action or omission by any Seller Party which reduces or impairs the rights of any Indemnified Party Portion with respect to any Purchased Assets or the value of any Purchased Assets;


 


(xiv)     any attempt by any Person to void any Purchase or the Administrator’s security interest in the Purchased Assets under statutory
provisions or common law or equitable action;


 


(xv)     the failure of any Receivable included in the calculation of the Net Pool Balance as an Eligible Receivable to be an Eligible Receivable
at the time so included; and


 






    55


     


    

 





(xvi)     any
civil penalty or fine assessed by the Office of Foreign Assets Control of the U.S. Department of
the Treasury or any other Governmental AuthorityOFAC
or any other Official Body administering any Anti-Corruption Law or Sanctions, and all reasonable costs and expenses
(including reasonable documented legal fees and disbursements) incurred in connection with defense thereof by, any Indemnified Party
in connection with the Transaction Documents as a result of any action of the Seller or any of its respective Affiliates.


 


Section 10.2      Increased Cost and Reduced Return.
If after the date hereof, any Regulatory Change shall occur: (i) that subjects any Funding Source to any charge or withholding on or with
respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the Receivables,
or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes
in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies
or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with
or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any
other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement,
or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreement, or
to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated
by reference to the amount of interests or loans held or interest received by it, then, upon demand by the applicable Purchaser Agent,
Seller shall pay to such Purchaser Agent, for the benefit of the relevant Funding Source, such amounts charged to such Funding Source
or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction (subject to any limitations specifically
with respect to this Section 10.2 set forth in the Fee Letters). For the avoidance of doubt, if the issuance of Financial Accounting
Standards Board’s Interpretation No. 46, Statements of Financial Accounting Standards Nos. 166 and 167, any future statements or
interpretations issued by the Financial Accounting Standards Board or any successor thereto or any other change in accounting standards
or the issuance of any other pronouncement, release or interpretation, causes or requires the consolidation of all or a portion of the
assets and liabilities of the Seller or any Conduit Purchaser with the assets and liabilities of the Administrator, any Purchaser Agent
or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement
under this Section 10.2.


 


Section 10.3      Other Costs and
Expenses. Seller shall pay to the Administrator, each Purchaser Agent and each Purchaser on demand all reasonable costs and
out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the
transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of its
auditors auditing the books, records and procedures of Seller, rating agency fees, reasonable fees and out-of-pocket expenses of
independent legal counsel with respect thereto and with respect to providing advice as to their respective rights and remedies under
this Agreement but excluding salaries and similar overhead costs of each Purchaser Group and the Administrator (it being understood
that, unless otherwise consented to by the Seller, the Administrator and each Purchaser Group shall endeavor to utilize the same
counsel to the extent reasonably feasible). Seller shall pay to the Administrator, each Purchaser Agent and each Purchaser on demand
any and all costs and expenses thereof, if any, including reasonable counsel fees and expenses in connection with the enforcement of
this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or
such documents, or the administration of this Agreement following an Amortization Event.


 






    56


     


    

 


ARTICLE XI.


 


THE AGENTS


 


Section 11.1      Appointment and Authorization.


 


(a)       Each Purchaser and Purchaser Agent hereby
irrevocably designates and appoints MUFG Bank, Ltd., as the “Administrator” hereunder and authorizes the Administrator to
take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably
incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Receivable Interests. The
Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or
Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator.
The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with,
the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event
shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary
to the provision of any Transaction Document or applicable law.


 


(b)       Each Purchaser hereby irrevocably designates
and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature
pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes
such Purchaser 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 Purchaser Agent by the terms of this Agreement, if any, together with such other powers
as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall
have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other
Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the
part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent.


 


(c)       Except as otherwise specifically provided
in this Agreement, the provisions of this Article XI are solely for the benefit of the Purchaser Agents, the Administrator
and the Purchasers, and none of the Seller or Servicer shall have any rights as a third-party beneficiary or otherwise under any of
the provisions of this Article XI, except that this Article XI shall not affect any obligations which any Purchaser
Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement.
Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in
respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser.


 






    57


     


    

 


(d)       In performing its functions and duties hereunder,
the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to
have assumed any obligation or relationship of trust or agency with or for the Seller or Servicer or any of their successors and assigns.
In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does
not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer,
any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.


 


Section 11.2       Delegation of Duties.
The Administrator may execute any of its duties through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning
all matters pertaining to such duties. The Administrator shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact
selected by it with reasonable care.


 


Section 11.3       Exculpatory Provisions.
None of the Purchaser Agents, the Administrator or any of their directors, officers, members, partners, certificateholders, agents or
employees shall be liable for any action taken or omitted (i) with the consent or at the direction of the Required Purchaser Agents (or
in the case of any Purchaser Agent, the Purchasers within its Purchaser Group that have a majority of the aggregate Commitment of such
Purchaser Group) or (ii) in the absence of such Person’s gross negligence or willful misconduct. The Administrator shall not be
responsible to any Purchaser, Purchaser Agent or other Person for (i) any recitals, representations, warranties or other statements made
by the Seller, Servicer, or any of their Affiliates, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency
of any Transaction Document, (iii) any failure of the Seller, the Servicer, any Originator or any of their Affiliates to perform any obligation
hereunder or under the other Transaction Documents to which it is a party (or under any Contract), or (iv) the satisfaction of any condition
specified in any Transaction Document. The Administrator shall not have any obligation to any Purchaser or Purchaser Agent to ascertain
or inquire about the observance or performance of any agreement contained in any Transaction Document or to inspect the properties, books
or records of the Seller, Servicer, any Originator or any of their Affiliates.


 


Section 11.4       Reliance by Agents.


 


(a)        Each Purchaser Agent and the Administrator shall
in all cases be entitled to rely, and shall be fully protected in relying, upon any document or other writing or conversation believed
by it to be genuine and correct and to have been signed, sent or made by the proper Person and upon advice and statements of legal counsel
(including counsel to the Seller), independent accountants and other experts selected by the Administrator. Each Purchaser Agent and the
Administrator shall in all cases be fully justified in failing or refusing to take any action under any Transaction Document unless it
shall first receive such advice or concurrence of the Required Purchaser Agents (or in the case of any Purchaser Agent, the Purchasers
within its Purchaser Group that have a majority of the aggregate Commitment of such Purchaser Group), and assurance of its indemnification,
as it deems appropriate.


 






    58


     


    

 


(b)       The Administrator shall in all cases be fully protected
in acting, or in refraining from acting, under this Agreement in accordance with a request of the Required Purchaser Agents or the Purchaser
Agents, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Purchasers, the Administrator
and Purchaser Agents.


 


(c)       The Purchasers within each Purchaser
Group with a majority of the Commitment of such Purchaser Group shall be entitled to request or direct the related Purchaser Agent to
take action, or refrain from taking action, under this Agreement on behalf of such Purchasers. Such Purchaser Agent shall in all cases
be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of such majority Purchasers,
and such request and any action taken or failure to act pursuant thereto shall be binding upon all of such Purchaser Agent’s Purchasers.


 


(d)         Unless otherwise advised in writing by
a Purchaser Agent or by any Purchaser on whose behalf such Purchaser Agent is purportedly acting, each party to this Agreement may assume
that (i) such Purchaser Agent is acting for the benefit of each of the Purchasers in respect of which such Purchaser Agent is identified
as being the “Purchaser Agent” in the definition of “Purchaser Agent” hereto, as well as for the benefit of each
assignee or other transferee from any such Person, and (ii) each action taken by such Purchaser Agent has been duly authorized and approved
by all necessary action on the part of the Purchasers on whose behalf it is purportedly acting. Each Purchaser Agent and its Purchaser(s)
shall agree amongst themselves as to the circumstances and procedures for removal, resignation and replacement of such Purchaser Agent.


 


Section 11.5       Notice of Amortization
Events. Neither any Purchaser Agent nor the Administrator shall be deemed to have knowledge or notice of the occurrence of any Amortization
Event or Unmatured Amortization Event unless such Purchaser Agent or Administrator has received notice from any Purchaser, Purchaser Agent,
the Servicer or the Seller stating that an Amortization Event or Unmatured Amortization Event has occurred hereunder and describing such
Amortization Event or Unmatured Amortization Event. In the event that the Administrator receives such a notice, it shall promptly give
notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its Purchasers. In the
event that a Purchaser Agent receives such a notice (other than from the Administrator), it shall promptly give notice thereof to the
Administrator. The Administrator shall take such action concerning an Amortization Event or Unmatured Amortization Event as may be directed
by the Required Purchaser Agents (unless such action otherwise requires the consent of all Purchaser Agents), but until the Administrator
receives such directions, the Administrator may (but shall not be obligated to) take such action, or refrain from taking such action,
as the Administrator deems advisable and in the best interests of the Purchasers and Purchaser Agents.


 


Section 11.6       Non-Reliance on
Administrator, Purchaser Agents and Other Purchasers. Each Purchaser expressly acknowledges that none of the Administrator, the
Purchaser Agents nor any of their respective officers, directors, members, partners, certificateholders, employees, agents,
attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrator, or any
Purchaser Agent hereafter taken, including any review of the affairs of the Seller, Servicer or any Originator, shall be deemed to
constitute any representation or warranty by the Administrator or such Purchaser Agent, as applicable. Each Purchaser represents and
warrants to the Administrator and the Purchaser Agents that, independently and without reliance upon the Administrator, Purchaser
Agents or any other Purchaser and based on such documents and information as it has deemed appropriate, it has made and will
continue to make its own appraisal of and investigation into the business, operations, property, prospects, financial and other
conditions and creditworthiness of the Seller, Servicer or the Originators, and the Receivables and its own decision to enter into
this Agreement and to take, or omit, action under any Transaction Document. Except for items specifically required to be delivered
hereunder, the Administrator shall not have any duty or responsibility to provide any Purchaser Agent with any information
concerning the Seller, Servicer or the Originators or any of their Affiliates that comes into the possession of the Administrator or
any of its officers, directors, members, partners, certificateholders, employees, agents, attorneys-in-fact or Affiliates.


 






    59


     


    

 


Section 11.7      Administrators and Affiliates.
Each of the Purchasers and the Administrator and their Affiliates may extend credit to, accept deposits from and generally engage in any
kind of banking, trust, debt, entity or other business with the Seller, Servicer or any Originator or any of their Affiliates. With respect
to the acquisition of the Eligible Receivables pursuant to this Agreement, each of the Purchaser Agents and the Administrator shall have
the same rights and powers under this Agreement as any Purchaser and may exercise the same as though it were not such an agent, and the
terms “Purchaser” and “Purchasers” shall include, to the extent applicable, each of the Purchaser Agents and the
Administrator in their individual capacities.


 


Section 11.8       Indemnification. Each
Related Committed Purchaser shall indemnify and hold harmless the Administrator (but solely in its capacity as Administrator) and its
officers, directors, members, partners, certificateholders, employees, representatives and agents (to the extent not reimbursed by the
Seller, the Servicer or any Originator and without limiting the obligation of the Seller, the Servicer, or any Originator to do so), ratably
(based on its Commitment) from and against any and all liabilities, obligations, losses, damages, penalties, judgments, settlements, costs,
expenses and disbursements of any kind whatsoever (including in connection with any investigative or threatened proceeding, whether or
not the Administrator or such Person shall be designated a party thereto) that may at any time be imposed on, incurred by or asserted
against the Administrator or such Person as a result of, or related to, any of the transactions contemplated by the Transaction Documents
or the execution, delivery or performance of the Transaction Documents or any other document furnished in connection therewith (but excluding
any such liabilities, obligations, losses, damages, penalties, judgments, settlements, costs, expenses or disbursements resulting solely
from the gross negligence or willful misconduct of the Administrator or such Person as finally determined by a court of competent jurisdiction).


 


Section
11.9       Successor Administrator. The Administrator may, upon at least five (5) days
notice to the Seller and each Purchaser and Purchaser Agent, resign as Administrator. Such resignation shall not become effective
until a successor agent is appointed by the Required PurchasersPurchaser
Agents and has accepted such appointment. Upon such acceptance of its appointment as Administrator hereunder by a
successor Administrator, such successor Administrator shall succeed to and become vested with all the rights and duties of the
retiring Administrator, and the retiring Administrator shall be discharged from its duties and obligations under the Transaction
Documents. After any retiring Administrator’s resignation hereunder, the provisions of Article X and this Article
XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrator.


 






    60


     


    

 


Section 11.10      Erroneous Payments.
(a) If the Administrator (x) notifies a Purchaser or an Indemnified Party, or any Person who has received funds on behalf of a Purchaser
or an Indemnified Party (any such Purchaser, Indemnified Party or other recipient (and each of their respective successors and assigns),
a “Payment Recipient”) that the Administrator has determined in its sole discretion (whether or not after receipt of any notice
under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Administrator) received by such Payment
Recipient from the Administrator or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly
received by, such Payment Recipient (whether or not known to such Purchaser, Indemnified Party or other Payment Recipient on its behalf)
(any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise,
individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or
a portion thereof) (provided, that, without limiting any other rights or remedies (whether at law or in equity), the Administrator may
not make any such demand under this clause (a) with respect to an Erroneous Payment unless such demand is made within five (5) 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 Administrator pending its return or repayment as contemplated below in this Section 11.10 and held in trust
for the benefit of the Administrator, and such Purchaser or Indemnified Party shall (or, with respect to any Payment Recipient who received
such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two (2) Business Days thereafter
(or such later date as the Administrator may, in its sole discretion, specify in writing), return to the Administrator 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 (except to the extent waived in writing by the Administrator) 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 Administrator
in same day funds at the greater of the sum of (i) the Prime Rate plus (ii) 1.0% and a rate determined by the Administrator in accordance
with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrator to any Payment Recipient
under this clause (a) shall be conclusive, absent manifest error.


 


(b)      
Without limiting immediately preceding clause (a), each Purchaser and Indemnified Party and any Person who has received funds on behalf
of a Purchaser or Indemnified Party (and each of their respective successors and assigns), 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
Administrator (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in this
Agreement or in a notice of payment, prepayment or repayment sent by the Administrator (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
Administrator (or any of its Affiliates), or (z) that such Purchaser or Indemnified Party, or other such recipient, otherwise becomes
aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case:


 






    61


     


    

 





(i)        it
acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have
been made (absent written confirmation from the Administrator to the contrary) or (B) an error and mistake 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 Purchaser or Indemnified Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly
(and, in all events, within one Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding
clauses (x), (y) and (z)) notify the Administrator of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable
detail) and that it is so notifying the Administrator pursuant to this clause (ii). 


 


For the avoidance of doubt, the failure to
deliver a notice to the Administrator pursuant to this clause (b) shall not have any effect on a Payment Recipient’s obligations
pursuant to the foregoing clause (a) or on whether or not an Erroneous Payment has been made.


 


(c)      
Each Purchaser and Indemnified Party hereby authorizes the Administrator to set off, net and apply any and all amounts at any time
owing to such Purchaser or Indemnified Party under any Transaction Document, or otherwise payable or distributable by the Administrator
to such Purchaser or Indemnified Party under any Transaction Document with respect to any payment of principal, interest, fees or other
amounts, against any amount that the Administrator has demanded to be returned under immediately preceding clause (a).


 


(d)      
The parties hereto agree that (x) irrespective of whether the Administrator may be equitably subrogated, in the event that an Erroneous
Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof)
for any reason, the Administrator shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of
any Payment Recipient who has received funds on behalf of a Purchaser or Indemnified Party, to the rights and interests of such Purchaser
or Indemnified Party, as the case may be) under the Transaction Documents with respect to such amount (the “Erroneous Payment Subrogation
Rights”) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Recourse Obligations owed
by the Seller or any other Seller Party, Purchaser, Administrator, Purchaser Agent or Funding Source; provided that this Section 11.10
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 Recourse Obligations of the Seller relative to the amount (and/or timing for payment) of the Recourse Obligations that would
have been payable had such Erroneous Payment not been made by the Administrator; provided, further, that for the avoidance of doubt,
immediately preceding clauses (x) and (y) 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 Administrator from, or on behalf of (including through the
exercise of remedies under any Transaction Document), the Seller for the purpose of making a payment on the Recourse Obligations.


 


(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 Administrator
for the return of any Erroneous Payment received, including, without limitation, any defense based on “discharge for value”
or any similar doctrine.


 






    62


     


    

 


(f)       
Each party’s obligations, agreements and waivers under this Section 11.10 shall survive the resignation or replacement of the
Administrator, any transfer of rights or obligations by, or the replacement of, a Purchaser or Indemnified Party, the termination of
the Commitments and/or the repayment, satisfaction or discharge of all Recourse Obligations (or any portion thereof) under any Transaction
Document.


 


ARTICLE XII.


 


ASSIGNMENTS AND PARTICIPATIONS


 


Section 12.1       Successors and Assigns; Participations; Assignments.


 


(a)       Successors and Assigns. This Agreement
shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Except as otherwise
provided herein, no Seller Party may assign or transfer any of its rights or delegate any of its duties hereunder or under any Transaction
Document without the prior consent of the Administrator and the Purchaser Agents.


 


(b)       Participations. Except as otherwise specifically
provided herein, any Purchaser may sell to one or more Persons (each a “Participant”) participating interests
in the interests of such Purchaser hereunder; provided that, no Purchaser shall grant any participation under which the
Participant shall have rights to approve any amendment to or waiver of this Agreement or any other Transaction Document. Such Purchaser
shall remain solely responsible for performing its obligations hereunder, and the Seller, each Purchaser Agent and the Administrator shall
continue to deal solely and directly with such Purchaser in connection with such Purchaser’s rights and obligations hereunder. A
Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments
that require the consent of all Purchasers.


 


(c)       Assignments by Certain Related
Committed Purchasers. Any Related Committed Purchaser may assign to one or more Persons (each a “Purchasing Related
Committed Purchaser”), reasonably acceptable to the related Purchaser Agent, any portion of its Commitment pursuant to
a supplement hereto, substantially in the form of Exhibit VIII with any changes as have been approved by the parties thereto
(each, a “Transfer Supplement”), executed by each such Purchasing Related Committed Purchaser, such
selling Related Committed Purchaser, such related Purchaser Agent and the Administrator and so long as no Amortization Event has
occurred with the consent of Seller (which consent shall not be unreasonably withheld). Any such assignment by Related Committed
Purchaser cannot be for an amount less than $10,000,000. Upon (i) the execution of the Transfer Supplement, (ii) delivery of an
executed copy thereof to the Seller, such related Purchaser Agent and the Administrator and (iii) payment by the Purchasing Related
Committed Purchaser to the selling Related Committed Purchaser of the agreed purchase price, if any, such selling Related Committed
Purchaser shall be released from its obligations hereunder to the extent of such assignment and such Purchasing Related Committed
Purchaser shall for all purposes be a Related Committed Purchaser party hereto and shall have all the rights and obligations of a
Related Committed Purchaser hereunder to the same extent as if it were an original party hereto. The amount of the Commitment of the
selling Related Committed Purchaser allocable to such Purchasing Related Committed Purchaser shall be equal to the amount of the
Commitment of the selling Related Committed Purchaser transferred regardless of the purchase price, if any, paid therefor. The
Transfer Supplement shall be an amendment hereof only to the extent necessary to reflect the addition of such Purchasing Related
Committed Purchaser as a “Related Committed Purchaser” and any resulting adjustment of the selling Related Committed
Purchaser’s Commitment.


 






    63


     


    

 


(d)       Assignments to Liquidity
Providers and other Funding Source Providers. Any Conduit Purchaser may at any time grant to one or more of its Liquidity
Providers or other Funding Source, participating interests (or voting rights or a security interest and right of foreclosure
thereon) in its portion of the Receivable Interests. In the event of any such grant by such Conduit Purchaser of a participating
interest to a Liquidity Provider or other Funding Source, such Conduit Purchaser shall remain responsible for the performance of its
obligations hereunder. The Seller agrees that each Liquidity Provider and Funding Source of any Conduit Purchaser hereunder shall be
entitled to the benefits of Section 1.7.


 


(e)      
Other Assignment by Uncommitted Purchasers. Each party hereto agrees and consents (i) to any Uncommitted Purchaser’s assignment,
participation, grant of security interests in or other transfers of any portion of, or any of its beneficial interest in, the Receivable
Interests (or portion thereof), including without limitation to any collateral agent in connection with its commercial paper program,
if any, and (ii) to the complete assignment by any Uncommitted Purchaser of all of its rights and obligations hereunder to any other
Person with prior notice to the other parties hereto, and upon such assignment such Uncommitted Purchaser shall be released from all
obligations and duties, if any, hereunder; provided that, such Uncommitted Purchaser may not, without the prior consent
of its Related Committed Purchasers (and, in the case of any assignment by an Uncommitted Purchaser that is not a Conduit Purchaser,
unless an Amortization Event has occurred and is continuing, the Seller), make any such transfer of its rights hereunder unless the assignee
(i) if it is a Conduit Purchaser, is principally engaged in the purchase of assets similar to the assets being purchased hereunder, (ii)
has as its Purchaser Agent the Purchaser Agent of the assigning Uncommitted Purchaser and (iii) if it is a Conduit Purchaser, issues
commercial paper with credit ratings substantially comparable to the ratings of the assigning Conduit Purchaser and, provided,
further, that no such consent of the Seller shall be required if the assignee is a Purchaser, an Affiliate of a Purchaser
or an Approved Fund. Any assigning Uncommitted Purchaser shall deliver to any assignee a Transfer Supplement with any changes as have
been approved by the parties thereto, duly executed by such Uncommitted Purchaser, assigning any portion of its interest in the Receivable
Interests to its assignee. Such Uncommitted Purchaser shall promptly (i) notify each of the other parties hereto of such assignment and
(ii) take all further action that the assignee reasonably requests in order to evidence the assignee’s right, title and interest
in such interest in the Receivable Interests and to enable the assignee to exercise or enforce any rights of such Uncommitted Purchaser
hereunder. Upon the assignment of any portion of its interest in the Receivable Interests, the assignee shall have all of the rights
hereunder with respect to such interest (except that the CP Costs therefor shall thereafter accrue at the rate, determined with respect
to the assigning Conduit Purchaser, if applicable, unless the Seller, the related Purchaser Agent and the assignee shall have agreed
upon a different CP Costs).


 






    64


     


    

 





(f)        Opinions of Counsel. If required
by the Administrator or the applicable Purchaser Agent or to maintain the ratings of any Conduit Purchaser, each Transfer Supplement must
be accompanied by an opinion of counsel of the assignee as to such matters as the Administrator or such Purchaser Agent may reasonably
request.


 


ARTICLE XIII.


 


MISCELLANEOUS


 


Section 13.1       Waivers and Amendments.


 


(a)       No failure or delay on the part of the Administrator,
any Purchaser Agent or any Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof,
nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise
of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies
provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which
given.


 


(b)        NoExcept
as otherwise expressly set forth in this Agreement (including Section 4.1(b) and Section 4.6), no provision of any
Transaction Document may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section
13.1(b). Seller and the Administrator, with the consent of the Required Purchaser Agents, may enter into written modifications
or waivers of any provisions of any Transaction Document; provided that, no such modification or waiver shall:


 


(i)       without the consent of each
Purchaser affected thereby, (A) extend the Facility Termination Date for the related Purchaser Group or the date of any payment or
deposit of Collections by Seller or the Servicer, (B) reduce the rate or extend the time of payment of Yield or any CP Costs (or any
component of Yield or CP Costs), (C) change any fee payable to such Purchaser, (D) change the Invested Amount of any Receivable
Interest, (E) amend, modify or waive any provision of the definition of Required Purchaser Agents, Section 9.1, Section
12.1(d), Section 12.1(e), this Section 13.1(b), Section 13.5, Section 13.6(b) or Section
13.13, (F) consent to or permit the assignment or transfer by Seller of any of its rights and obligations under this Agreement,
(G) change the definition of “Available Commitment,” “Commitment,” “Dilution Reserve,”
 “Eligible Receivable,” “Government Receivable Excess,” “Liquidity Agreement”, “Loss
Reserve,” “Obligor Concentration Limit,” “Yield Reserve,” “Purchase Limit,”
 “Purchase Price,” “Rebate Reserve,” “Required Reserve,” “Required Reserve Factor
Floor” “Servicing Fee Rate,” or “Servicing Reserve” or (H) amend or modify any defined term (or
any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner
that would circumvent the intention of the restrictions set forth in such clauses ; or


 






    65


     


    

 


(ii)      without the written consent
of the Administrator and each Purchaser Agent, amend, modify or waive any provision of any Transaction Document if the effect
thereof is to affect the rights (including, without limitation, fees and indemnities) or duties of such Administrator or Purchaser
Agent,


 


and any material amendment, waiver or other modification
of this Agreement shall require satisfaction of the Rating Agency Condition.


 


Section
13.2       Notices. Except as provided in this Section 13.2, all communications and
notices provided for hereunder shall be in writing (including bank wire, telecopy or electronic facsimile transmission or similar
writing) and shall be given to the other parties hereto at their respective addresses or telecopy numbers set forth on the signature
pages hereof or at such other address or telecopy number as such Person may hereafter specify for the purpose of notice to each of
the other parties hereto. Each such notice or other communication shall be effective (i) if given by telecopy, upon the receipt
thereof, (ii) if sent via U.S. certified or registered mail, three (3) Business Days after the time such communication is deposited
in the mail with first class postage prepaid or (iii) if given by any other means, when received at the address specified in this Section
13.2. Seller hereby authorizes the Administrator and each Purchaser Agent to effect Purchases and Interest Period and Yield Rate
selections based on telephonic notices made by any Person whom such Administrator or Purchaser Agent in good faith believes to be
acting on behalf of Seller. Seller agrees to deliver promptly to such Administrator or Purchaser Agent a written confirmation of
each telephonic notice signed by an authorized officer of Seller; provided that, the absence of such confirmation
shall not affect the validity of such notice. If the written confirmation differs from the action taken by the Administrator or any
Purchaser Agent, the records of such Administrator or Purchaser Agent shall govern absent manifest error.


 


Section 13.3       Protection of Administrator’s Security
Interest.


 


(a)       Seller agrees that from time to time, at its
expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable,
or that the Administrator or any Purchaser Agent may request, to perfect, protect or more fully evidence the Administrator’s security
interest in the Purchased Assets, or to enable the Administrator, any Purchaser Agent or any Purchaser to exercise and enforce their rights
and remedies hereunder. At any time after the occurrence of an Amortization Event the Administrator may, or the Administrator may direct
Seller or the Servicer to, notify the Obligors of Receivables, at Seller’s expense, of the ownership or security interests of the
Administrator (for the benefit of the Secured Parties) under this Agreement and may also direct that payments of all amounts due or that
become due under any or all Receivables be made directly to the Administrator or its designee. Seller or the Servicer (as applicable)
shall, at the Administrator’s request, withhold the identities of the Administrator, each Purchaser Agent and each Purchaser in
any such notification.


 






    66


     


    

 


(b)       If any Seller Party fails to perform any of
its obligations under Section 13.3(a) and notice of such failure is given to the Seller Party, the Administrator, any
Purchaser Agent or any Purchaser may (but shall not be required to) perform, or cause performance of, such obligations, and the
costs and expenses incurred in connection therewith shall be payable by Seller as provided in Section 10.3. Each Seller Party
irrevocably authorizes the Administrator at any time and from time to time in the sole discretion of the Administrator, and appoints
the Administrator as its attorney-in-fact, to act on behalf of such Seller Party (i) to execute on behalf of Seller as debtor and to
file financing statements necessary or desirable in the Administrator’s sole discretion to perfect and to maintain the
perfection and priority of the interest of the Administrator for the benefit of the Secured Parties in the Receivables and (ii) to
file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a
financing statement in such offices as the Administrator in its sole discretion deems necessary or desirable to perfect and to
maintain the perfection and priority of the Administrator’s security interest in the Purchased Assets, for the benefit of the
Secured Parties. The Administrator shall provide the Seller with copies of any such filings. This appointment is coupled with an
interest and is irrevocable. Each of the Seller Parties (A) hereby authorizes the Administrator to file financing statements and
other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or
continuation or termination statements thereof), without the signature or other authorization of such Seller Party, in such form and
in such offices as the Administrator reasonably determines appropriate to perfect or maintain the perfection of the security
interest of the Administrator hereunder, (B) acknowledges and agrees that it is not authorized to, and will not, file financing
statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments
thereto, or continuation or termination statements thereof), without the express prior written approval by the Administrator,
consenting to the form and substance of such filing or recording document, and (C) approves, authorizes and ratifies any filings or
recordings made by or on behalf of the Administrator in connection with the perfection of the security interests in favor of Seller
or the Administrator.


 


Section 13.4       Confidentiality.


 


(a)       Each of the parties hereto shall maintain and
shall cause each of its employees, members, partners, certificateholders and officers to maintain the confidentiality of the Agreement
and all information with respect to the other parties, including all information regarding their respective businesses obtained by it
or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that each such party
and its directors, officers, members, partners, certificateholders and employees may (i) disclose such information to its accountants,
attorneys, investors, potential investors, credit enhancers to the Purchasers and the agents or advisors of such Persons (“Excepted
Persons”), provided, however, that each Excepted Person shall, as a condition to any such disclosure, agree
for the benefit of the parties hereto that such information shall be used solely in connection with such Excepted Person’s evaluation
of, or relationship with, the Seller and its affiliates, (ii) disclose the existence of the Agreement, but not the financial terms thereof,
(iii) disclose such information as required pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative
or regulatory authority or proceedings (whether or not having the force or effect of law) and (iv) disclose the Agreement and such information
in any suit, action, proceeding or investigation (whether in law or in equity or pursuant to arbitration) involving any of the Transaction
Documents for the purpose of defending itself, reducing its liability, or protecting or exercising any of its claims, rights, remedies,
or interests under or in connection with any of the Transaction Documents; provided that the Persons permitted to make such disclosures
under clauses (iii) and (iv) shall also include credit enhancers to the Purchasers. It is understood that the financial
terms that may not be disclosed except in compliance with this Section 13.4(a) include, without limitation, all fees and other
pricing terms, and all Amortization Events and priority of payment provisions.


 






    67


     


    

 





(b)       Anything herein to the contrary notwithstanding,
each Seller Party hereby consents to the disclosure of any nonpublic information with respect to it obtained in connection with the transactions
contemplated herein (i) to the Administrator, any Liquidity Agent, any Purchaser, any Purchaser Agent or any other Funding Source by each
other, (ii) by the Administrator, any Liquidity Agent, any Purchaser, any Purchaser Agent or any other Funding Source to any prospective
or actual assignee or participant of any of them or (iii) by the Administrator, any Liquidity Agent, any Purchaser, any Purchaser Agent
or any other Funding Source to any rating agency, commercial paper dealer or provider of a surety, guaranty or credit or liquidity enhancement
to a Purchaser and to any officers, directors, members, partners, certificateholders, employees, accountants, advisors, and attorneys
of any of the foregoing, provided each such Person is informed of the confidential nature of such information. In addition, the Administrator,
any Liquidity Agent, any Purchaser, any Purchaser Agent, any other Funding Source or provider of a surety, guaranty or credit or liquidity
enhancement to a Purchaser may disclose any such nonpublic information as required pursuant to any law, rule, regulation, direction, request
or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law).


 


(c)       Notwithstanding anything herein to the contrary,
the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known, (ii) disclosure
of any and all information if required to do so by any applicable statute, law, rule or regulation, or (iii) any other disclosure authorized
by the Seller or Servicer.


 


Section 13.5       Bankruptcy Petition.
Each party hereto hereby covenants and agrees that prior to the date which is one year and one day after the payment in full of all outstanding
commercial paper notes or other indebtedness of each Conduit Purchaser, it will not institute against or join any other Person in instituting
against such Conduit Purchaser any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding
under the laws of the United States or any state of the United States.


 


Section 13.6       Limitation of Liability.
(a) No claim may be made by any Seller Party or any other Person against the Administrator, any Purchaser Agent, any Purchaser or any
other Funding Source or their respective Affiliates, directors, officers, members, partners, certificateholders, employees, attorneys
or agents for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory
of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in
connection therewith; and each Seller Party hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether
or not accrued and whether or not known or suspected to exist in its favor, and (b) no Purchaser shall have any obligation to pay any
amounts owing hereunder unless and until such Purchaser has received such amounts pursuant to its portion of the Receivable Interests
and such amounts are not necessary to pay outstanding commercial paper notes or other outstanding indebtedness of such Purchaser. In addition,
each party hereto hereby agrees that no liability or obligation of any Purchaser hereunder for fees, expenses or indemnities shall constitute
a claim (as defined in Section 101 of Title 11 of the United States Bankruptcy Code) against such Purchaser unless such Purchaser has
received cash from its portion of the Receivable Interests sufficient to pay such amounts, and such amounts are not necessary to pay outstanding
commercial paper notes or other indebtedness of such Purchaser.


 






    68


     


    

 





Section 13.7       CHOICE OF LAW. THIS
AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS
OF LAWS THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW (EXCEPT IN THE CASE OF THE OTHER TRANSACTION DOCUMENTS,
TO THE EXTENT OTHERWISE EXPRESSLY STATED THEREIN) AND EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE OWNERSHIP INTEREST OF SELLER OR
THE OWNERSHIP OR SECURITY INTEREST OF THE ADMINISTRATOR (FOR THE BENEFIT OF THE SECURED PARTIES) IN ANY OF THE COLLATERAL IS GOVERNED
BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.


 


Section 13.8       CONSENT TO JURISDICTION. EACH
PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL COURT SITTING IN THE
SOUTHERN DISTRICT OF NEW YORK OR ANY NEW YORK STATE COURT SITTING IN NEW YORK COUNTY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THIS AGREEMENT, AND EACH SUCH PARTY HEREBY IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION
IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT
FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATOR, ANY PURCHASER AGENT OR ANY PURCHASER TO BRING PROCEEDINGS AGAINST ANY
SELLER PARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY SELLER PARTY AGAINST THE ADMINISTRATOR , ANY PURCHASER
AGENT OR ANY PURCHASER OR ANY AFFILIATE OF THE ADMINISTRATOR, ANY PURCHASER AGENT OR ANY PURCHASER INVOLVING, DIRECTLY OR INDIRECTLY,
ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH SELLER PARTY PURSUANT
TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.


 


Section 13.9      WAIVER OF JURY TRIAL.
EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING
IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY
SELLER PARTY PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.


 


Section 13.10     Integration; Binding Effect; Survival of
Terms.


 


(a)       This Agreement and each other
Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the
subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof
superseding all prior oral or written understandings.


 






    69


     


    

 


(b)       This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This
Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in
full force and effect until terminated in accordance with its terms; provided that the rights and remedies with respect
to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and
payment provisions of Article X, and Section 13.4, Section 13.5 and Section 13.6 shall be continuing and shall
survive any termination of this Agreement.


 


(c)       Each of the Seller Parties, and the Administrator,
the Purchaser Agents and the Purchasers hereby acknowledges and agrees that the Funding Sources are hereby made express third party beneficiaries
of this Agreement and each of the other Transaction Documents as in effect from time to time.


 


Section 13.11     Counterparts; Severability;
Section References. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same
Agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a
manually executed counterpart of a signature page to this Agreement. Any provisions of this Agreement which are prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating
the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction. Unless otherwise expressly indicated, all references herein to “Article,” “Section,”
 “Schedule” or “Exhibit” shall mean articles and sections of, and schedules and exhibits to, this Agreement.


 


Section 13.12     Characterization.


 


(a)       It is the intention of the parties hereto that
each Purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which Purchase shall provide the Administrator
(for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically
provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided that
(i) Seller shall be liable to the Administrator, the Purchaser Agents and the Purchasers for all representations, warranties, covenants
and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to
result in an assumption by the Administrator, any Purchaser Agent or any Purchaser or any assignee thereof of any obligation of Seller
or any Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any
other obligations of Seller or any Originator.


 


(b)       In addition to any ownership
interest which the Administrator or any Purchaser may from time to time acquire pursuant hereto, Seller hereby grants to the
Administrator for the benefit of Secured Parties a valid and perfected security interest in all of Seller’s right, title and
interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection
Account, all Related Security, all other rights and payments relating to such Receivables, and all proceeds of any thereof prior to
all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. The
Administrator, on behalf of Secured Parties, shall have, in addition to the rights and remedies that it may have under this
Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and
remedies shall be cumulative.


 






    70


     


    

 



 


Section 13.13       Amendment and Restatement.
This Agreement amends and restates the Original Agreement. This Agreement shall not effect a novation of the obligations of the parties
under the Original Agreement, but instead shall be merely a restatement and, where applicable, an amendment of the terms governing such
obligations. The parties hereto acknowledge and consent to the amendment or amendment and restatement of any of the other Transaction
Documents, as applicable, entered into in connection herewith on the Closing Date.


 


Section 13.14      Ratification by Performance
Guarantor. The Performance Guarantor consents to the amendment and restatement hereof and any other amendment to any other Transaction
Document entered into in connection herewith and agrees that this Agreement and all other Transaction Documents as so amended, remain
in full force and effect. The Performance Undertaking is hereby ratified and reaffirmed by the Performance Guarantor.


 


Section 13.15      Federal Reserve; Etc.


 


(a)         Federal Reserve. Notwithstanding any other
provision of this Agreement to the contrary, any Purchaser Group may at any time pledge or grant a security interest in all or any portion
of its rights (including, without limitation, any rights to payment of capital and interest) under this Agreement and any other Transaction
Document to secure obligations of such Purchaser Group to a Federal Reserve Bank, without notice to or consent of the Seller or the Administrator
or any other party; provided that no such pledge or grant of a security interest shall release a Purchaser Group from any of its
obligations hereunder, or substitute any such pledgee or grantee for such Purchaser Group as a party hereto.


 


(b)        Security Trustee. Notwithstanding any
other provision of this Agreement to the contrary, any Conduit Purchaser may at any time pledge or grant a security interest in all or
any portion of its rights (including, without limitation, any rights to payment of capital and interest) under this Agreement and any
other Transaction Document to a security trustee under such Conduit Purchaser’s Commercial Paper program, without notice to or consent
of the Seller or the Administrator or any other party; provided that no such pledge or grant of a security interest shall release
any Conduit Purchaser from any of its obligations hereunder, or substitute any such pledgee or grantee for such Purchaser Group as a party
hereto.


 


Section 13.16      Patriot Act. To
the extent applicable, each Originator, the Seller and the Servicer are in compliance, in all material respects, with the (a)
Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department
(31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (b) Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001) (the
 “Patriot Act”). No part of the proceeds of the Purchases made hereunder will be used by any Originator, the Seller, the
Servicer, or any of their Affiliates, 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 a 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. Upon
the reasonable request of the Administrator or any Purchaser, the Seller and the Servicer shall provide to the Administrator or such
Purchaser the documentation and other information so requested in connection with applicable “know your customer” and
anti-money-laundering and counter-terrorist financing laws, rules, and regulations. The Seller shall promptly notify the
Administrator and each Purchaser of any change(s) to beneficial ownership or control party information.


 






    71


     


    

 


Section 13.17      Defaulted Receivables.


 


(a)         Each of the parties hereto hereby consents
to the sale, transfer and assignment, from time to time, of Defaulted Receivables from the Seller to ABDC pursuant to an Assignment Agreement
in form and substance substantially similar to Exhibit XVII (each, a “Defaulted Receivables Assignment Agreement”),
provided that each of the following conditions precedent have been satisfied with respect to such Defaulted Receivables prior to effectiveness
of such Defaulted Receivables Assignment Agreement (such conditions, the “Defaulted Receivables Assignment Conditions”):


 


(i)          the Seller (or the Servicer on its behalf) has delivered to the Administrator an executed officer’s certificate, in form and substance
substantially similar to Exhibit XVIII (each, a “Defaulted Receivables Certificate”), that (A) specifically
identifies in reasonable detail each of the Defaulted Receivables that are contemplated to be sold, transferred and assigned by the Seller
to ABDC pursuant to a Defaulted Receivables Assignment Agreement (such Receivables, “Subject Defaulted Receivables”),
(B) specifies the proposed date of effectiveness of such Defaulted Receivables Assignment Agreement, that shall be no earlier than ten
(10) Business Days following the delivery date of such Defaulted Receivables Certificate and (C) attaches a copy of the proposed Defaulted
Receivables Assignment Agreement;


 


(ii)         as of both the delivery date of such Defaulted Receivables Certificate and the proposed effective date of such Defaulted Receivables Assignment
Agreement, no event has occurred and is continuing, or would result from the execution and performance of such Defaulted Receivables Assignment
Agreement, that would constitute an Amortization Event or an Unmatured Amortization Event;


 


(iii)        the execution and performance of such Defaulted Receivables Assignment Agreement would not violate any assumption made in the most recently
delivered true sale or non-consolidation opinion delivered by counsel to the Seller in connection with this Agreement and the other Transaction
Documents;


 


(iv)        after giving effect to such Defaulted Receivables Assignment Agreement, the aggregate Outstanding Balance of all Defaulted Receivables
sold, transferred or assigned by the Seller to ABDC or any Affiliate thereof during the immediately preceding twelve (12) calendar months
does not exceed $5,000,000;


 






    72


     


    

 


(v)         the Seller is not retaining ownership of any Defaulted Receivables owing from an Obligor of any Subject Defaulted Receivables that are
being sold, transferred and assigned pursuant to such Defaulted Receivables Assignment Agreement;


 


(vi)        the purchase price to be paid by ABDC to the Seller for such Subject Defaulted Receivables (A) constitutes the fair market value of such
Subject Defaulted Receivables as of the effective date of such Defaulted Receivables Assignment Agreement and (B) has been deposited into
the Collection Account;


 


(vii)       solely with respect to the first such sale of Defaulted Receivables from the Seller to ABDC pursuant to a Defaulted Receivables Assignment
Agreement, the Administrator shall have received a favorable opinion dated on or after June 28, 2013 from external counsel to the Seller,
addressed to the Administrator, each Purchaser and each Purchaser Agent, in form and substance satisfactory to the Administrator covering
certain true sale and non-consolidation matters as may be reasonably requested by the Administrator; and


 


(viii)      the Seller (or the Servicer on its behalf) has delivered to the Administrator a fully executed copy of such Defaulted Receivables Assignment
Agreement.


 


(b)        Upon satisfaction of each of the Defaulted Receivables
Assignment Conditions with respect to any Subject Defaulted Receivable, the Administrator and each of the Purchasers shall release all
of its right, title and interest (including any security interest) in and to such Subject Defaulted Receivables and all Related Security
associated solely with such Subject Defaulted Receivables and not with any other Receivables (collectively with such Subject Defaulted
Receivables, the “Subject Defaulted Assets”). Any sale by the Seller to ABDC of Subject Defaulted Assets in accordance
with this Section 13.17 shall constitute a “Permitted Defaulted Assets Transaction”. For the avoidance of doubt,
neither the Administrator nor any Purchaser shall release any of its right, title and interest (including any security interest) in any
property other than such Subject Defaulted Assets pursuant to this clause (b), and none of them is hereby consenting to any sale,
transfer or assignment by the Seller of any Receivables or any Related Security other than the Subject Defaulted Assets to ABDC pursuant
to this Section 13.17 and such Defaulted Receivables Assignment Agreement.


 


Section 13.18       Excluded Receivables.


 


(a)         So long as
each of the Included Conditions shall be satisfied, the Servicer may, from time to time and at its sole discretion, request that the
Specified Obligor cease to be designated as an Excluded Obligor by delivering an Excluded Obligor Request to the Administrator and
each Purchaser Agent, which Excluded Obligor Request shall (i) specify that the Specified Obligor shall no longer constitute an
Excluded Obligor, (ii) be executed by the Seller, the Servicer and each Originator and (iii) specify the proposed Excluded Obligor
Date with respect to the Specified Obligor (which date shall be no less than ten (10) Business Days following the date of such
Excluded Obligor Request). For purposes of this Section 13.18, “Included Conditions” means, as of any date
of determination, the satisfaction of all of the following conditions on such date: (i) no Amortization Event or Unmatured
Amortization Event has occurred and is continuing, or would result from the proposed removal of the Specified Obligor as an Excluded
Obligor, (ii) the Servicer has delivered to the Administrator a favorable UCC lien search with respect to each Originator in its
respective jurisdiction of organization and such lien searches do not indicate any UCC financing statements that include as the
collateral thereof, any Receivables, the Obligor of which is the Specified Obligor or any Affiliate thereof, (iii) the Servicer has
delivered to the Administrator a pro forma Settlement Report, in form and substance satisfactory to the Administrator and each
Purchaser Agent and prepared after giving effect to the proposed removal of the Specified Obligor as an Excluded Obligor, and (iv)
the Servicer has prepared (or caused to be prepared) UCC financing statement amendments (in form and substance satisfactory to the
Administrator) with respect to each of the UCC financing statements filed against the Originators in connection with the Transaction
Documents, which UCC financing statement amendment cause references to any “Excluded Receivables” to be deleted from the
related UCC financing statements (each such UCC financing statement amendment, a “Removing Excluded Receivable UCC
Amendment”).


 






    73


     


    

 


(b)         So long as (i) as of the
Excluded Obligor Date and after giving effect to the removal of the Specified Obligor’s designation as an Excluded Obligor, each
of the Included Conditions have been satisfied, (ii) each Removing Excluded Receivable UCC Amendment has been appropriately filed in the
applicable jurisdiction and (iii) the Administrator has acknowledged in writing to the removal of the Specified Obligor’s designation
as an Excluded Obligor, such acknowledgement to be granted or withheld in the Administrator’s sole discretion, then upon the countersignature
by the Administrator of such Excluded Obligor Request, the Specified Obligor shall no longer constitute an Excluded Obligor as of the
Excluded Obligor Date.


 


(c)         Each of the parties hereto
hereby acknowledge and agree that on the Excluded Obligor Date, each Receivable, the Obligor of which is the Specified Obligor, and that
was originated on or prior to the Excluded Obligor Date shall be transferred and assigned by the related Originator to the Seller in accordance
with the terms and provisions of the Receivables Sale Agreement.


 


<signature pages follow>


 






    74


     


    

 





IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed and delivered by their duly authorized officers or attorneys-in-fact as of the date hereof.


 


	 	AMERISOURCE RECEIVABLES FINANCIAL CORPORATION, as Seller
	 	 
	 	By:	 
	 	 	Name:	J. F. Quinn
	 	 	Title:	 Senior Vice
President and Corporate Treasurer



 


	 	Address:	Amerisource Receivables Financial Corporation
	 	 	P. O. Box 8985
	 	 	Wilmington, DE 19899
	 	Attention:	Jack Quinn
	 	Telephone:	 (610) 727-7453
	 	Facsimile:	 (610) 727-3639



 


	 	AMERISOURCEBERGEN DRUG CORPORATION, as Servicer
	 	 
	 	By:	 
	 	 	Name:	J. F. Quinn
	 	 	Title:	 Senior Vice
President and Corporate Treasurer


 


	 	Address:	AmerisourceBergen Drug Corporation
	 	 	1 West First Avenue
	 	 	1300 Morris Drive
	 	 	ChesterbrookConshohocken,






	 	 	PA 1908719428
	 	Attention:	 Jack Quinn
	 	Telephone:	 (610) 727-7116
	 	Facsimile:	 (610) 727-3639



 



    	 	S-1 	Amended and Restated 

Receivables Purchase Agreement

 (ARFC)



     


    

 


	 	MUFG BANK, LTD., as Administrator
	 	 
	 	By:	 	 
	 	Name:
	 	Title:
	 	 
	 	Address:	1221 Avenue of the Americas

 New York, NY 10020
	 	Attention:	 Securitization Group
	 	Telephone:	 (212) 405-6970
	 	Facsimile:	 (212) 782-6448



 



    	 	S-2 	Amended and Restated

 Receivables Purchase Agreement

 (ARFC)



     


    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as an
Uncommitted Purchaser
	 	 
	 	By:	 
	 	 	      Name:
	 	 	      Title:



 


	 	Address:	1100 Abernathy Road
	 	 	Suite 1600
	 	 	Atlanta, GA 30328
	 	 
	 	E-mail:
	 	WFCFReceivablesSecuritizationAtlanta@wellsfargo.com
	 	Facsimile:	866-972-3558



 


	 	Attention:	Ryan Tozier
	 	Telephone:	770-508-2171
	 	Facsimile:	855-818-1936
	 	 	 
	 	Attention:	Tim Brazeau
	 	Telephone:	770-508-2165
	 	Facsimile:	855-818-1932


 






    	 	S-3 	Amended and Restated

 Receivables Purchase Agreement 

(ARFC)



     


    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Purchaser Agent and Related Committed Purchaser for Wells Fargo Bank, National Association
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 





	 	Address:	1100 Abernathy Road
	 	 	Suite 1600
	 	 	Atlanta, GA 30328
	 	 
	 	E-mail:
	 	WFCFReceivablesSecuritizationAtlanta@wellsfargo.com
	 	Facsimile:	866-972-3558


 


	 	Attention:	Ryan Tozier
	 	Telephone:	770-508-2171
	 	Facsimile:	855-818-1936
	 	 	 
	 	Attention:	Tim Brazeau
	 	Telephone:	770-508-2165
	 	Facsimile:	855-818-1932
	 	 	 
	 	Commitment:	$275,000,000


 






    	 	S-4 	Amended and Restated

 Receivables Purchase Agreement 

(ARFC)



     


    

 


	 	LIBERTY STREET FUNDING LLC, as an Uncommitted Purchaser
	 	 
	 	By:	 
	 	 	     Name:
	 	 	     Title:
	 	 
	 	Address:
	 	 
	 	Liberty Street Funding LLC
	 	c/o Global Securitization Services, LLC

    114 West 47th Street, Suite 2310
	 	New York, New York 10036

 Attention: Jill A. Russo 

Telephone No.: (212) 295-2742 

Facsimile No.: (212) 302-8767




 


	 	THE BANK OF NOVA SCOTIA, as Purchaser Agent and Related Committed
    Purchaser for Liberty Street Funding LLC
	 	  
	 	By:	 
	 	 	     Name:
	 	 	    Title:
	 	 
	 	Address:
	 	 
	 	The Bank of Nova Scotia
	 	One Liberty Plaza
	 	New York, New York 10006
	 	Attention: Darren Ward
	 	Telephone No.: (212) 225-5264
	 	Facsimile No.: (212) 225-5274
	 	 
	 	Commitment: $275,000,000




 






    	 	S-5 	Amended and Restated

 Receivables Purchase Agreement

 (ARFC)



     


    

 


	 	PNC BANK, NATIONAL
    ASSOCIATION, as Purchaser Agent, Uncommitted Purchaser and Related Committed Purchaser
	 	 
	 	By:	 
	 	 	    Name:
	 	 	    Title:
	 	 
	 	PNC Bank, National Association
	 	 	The Tower at PNC Plaza
	 	 	300 Fifth Avenue
	 	 	Pittsburgh, PA 15222-2707
	 	Attention:       Brian Stanley
	 	Telephone:     (412) 768-3090
	 	Facsimile:       (412) 762-9184
	 	 
	 	Commitment:   $110,000,000




 






    	 	S-6 	Amended and Restated 

Receivables Purchase Agreement 

(ARFC)



     


    

 


	 	VICTORY RECEIVABLES CORPORATION, as an Uncommitted Purchaser
	 	 
	 	By:	                                
	 	Name:
	 	Title:
	 	 
	 	Address for notice:
	 	Victory Receivables Corporation
	 	c/o Global Securitization Services, LLC 

68 South Service Road, Suite 120 

Melville, NY 11747
	 	Attention: Kevin Corrigan
	 	Telephone: (212) 295-2757
	 	Facsimile: (212) 302-8767

 E-mail: kcorrigan@gssnyc.com




 


	 	MUFG BANK, LTD., as Purchaser Agent for Victory Receivables Corporation
	 	 
	 	By:	                  
	 	Name:
	 	Title:
	 	 
	 	Address for notice:

 MUFG Bank, Ltd.
	 	1221 Avenue of the Americas 

New York, NY 10020






	 	Attention:	Securitization Group 
	 	Telephone:	 (212) 405-6970
	 	Telecopier:	 (212) 782-6448
	 	E-mail:	securitization_reporting@us.mufg.jp




 






    	 	S-7 	Amended and Restated

 Receivables Purchase Agreement 

(ARFC)



     


    

 


	 	MUFG BANK, LTD., as Related Committed Purchaser for Victory Receivables Corporation
	 	 
	 	By:	                 
	 	Name:
	 	Title:
	 	 
	 	Address for notice: 

MUFG Bank, Ltd.
	 	1221 Avenue of the Americas 

New York, NY 10020






	 	Attention:	Securitization Group
	 	Telephone:	 (212) 405-6970
	 	Telecopier:	(212) 782-6448
	 	E-mail:	securitization_reporting@us.mufg.jp
	 	 
	 	Commitment: $280,000,000




 






    	 	S-8 	Amended and Restated

 Receivables Purchase Agreement

 (ARFC)



     


    

 


	 	MIZUHO BANK, LTD., as Purchaser Agent, Uncommitted Purchaser and Related Committed Purchaser
	 	 
	 	By:	                  
	 	Name:
	 	Title:
	 	 
	 	Address for notice: 
	 	Mizuho Bank, Ltd.
	 	1251 Avenue of the Americas

New York, NY 10020
	 	Attention: Corporate Finance Division
	 	 
	 	Commitment: $275,000,000



 






    	 	S-9 	Amended and Restated 

Receivables Purchase Agreement

 (ARFC)



     


    

 





	 	GTA FUNDING LLC,
	 	as an Uncommitted
    Purchaser
	 	 
	 	By:	                     
	 	Name:
	 	Title:
	 	 
	 	Address for notice:


    c/o TD Securities Inc.
	 	TD North Tower 25th
    floor
	 	77 King St. West,
    Toronto ON, M5K 2A1 
	 	Attention:	ASG Asset Securitization
	 	E-mail:	asgoperations@tdsecurities.com




 






    	 	S-10 	Amended and Restated

 Receivables Purchase Agreement

 (ARFC)



     


    

  


	 	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:	                  
	 	Name:
	 	Title:




 


	 	Address for notice:
	 	c/o TD Securities Inc.
	 	TD North Tower 25th floor
	 	Reliant Trust
	 	 
	 	130 Adelaide Street West
	 	 
	 	12th Floor
	 	 
	 	77
    King St. West, Toronto,  ON, M5H
    3PSM5K
    2A1
	 	Attention:	ASG Asset Securitization
	 	E-mail:	asgoperations@tdsecurities.com




 


 


	 	THE TORONTO-DOMINION BANK, as Purchaser Agent and Related Committed
    Purchaser for Reliant Trust and GTA Funding LLC
	 	 
	 	 
	 	By:	                     
	 	Name:
	 	Title:




 


	 	Address for notice:
	 	c/o TD Securities Inc.
	 	TD North Tower 25th floor
	 	The Toronto-Dominion Bank
	 	130 Adelaide Street West
	 	12th Floor
	 	77
    King St. West, Toronto,  ON, M5H
    3PSM5K
    2A1
	 	
	 	Attention:	ASG Asset Securitization
	 	E-mail:	asgoperations@tdsecurities.com;
	 	 	Kristi.Pahapill@tdsecurities.com;
	 	 	Nicolas.Mounier@tdsecurities.com
	 	 	
	 	Commitment: $235,000,000




 


 






    	 	S-11 	Amended and Restated 

Receivables Purchase Agreement

 (ARFC)



     


    

 


	 	ACKNOWLEDGED AND AGREED:
	 	 
	 	AMERISOURCEBERGEN CORPORATION, as Performance
Guarantor
	 	 
	 	By:	 
	 	 	Name:	J. F. Quinn
	 	 	Title:	Senior Vice
President and Corporate Treasurer
	 	 



 






    	 	S-12 	Amended and Restated 

Receivables Purchase Agreement 

(ARFC)



     


    

 



 


EXHIBIT I


 


DEFINITIONS


 


As used in this Agreement, the following
terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):


 


“Accordion Confirmation” has the
meaning set forth in Section 1.1(b)(vi).


 


“Accordion Group Commitment”
means with respect to any Purchaser Group, the aggregate amount of any increase in such Purchaser Group’s Group Commitment
pursuant to Section 1.1(b) consented to by the Purchaser Agent on behalf of the Purchasers in such Purchaser Group.


 


“Accordion Invested Amount”
means, with respect to any Purchaser and its related Invested Amount, the portion, if any, of such Invested Amount being funded
or maintained by such Purchaser under its Purchaser Group’s Accordion Group Commitment.


 


“Accordion Period” has the meaning
set forth in Section 1.1(b).


 


“Accordion Purchase Limit”
means the aggregate of the amount of any increase to the Purchase Limit pursuant to Section 1.1(b) consented to by the
Increasing Purchaser Groups (and as such amount may be decreased in connection with any Exiting Purchaser); provided, that the
Accordion Purchase Limit shall in no event exceed $250,000,000 without the consent of all Purchaser Agents.


 


“Accordion Ratable Share”
means, for each Purchaser Group (other than those comprised of Exiting Purchasers), such Purchaser Group’s Accordion Group
Commitment divided by the aggregate Accordion Group Commitments of all Purchaser Groups (other than those comprised of Exiting Purchasers).


 


“Account Disclosure Letter”
means that certain letter from the Seller and the Servicer to the Administrator and each Purchaser Agent, setting forth each Lock-Box
and Collection Account to which Collections are remitted.


 


“Adjusted Daily
One Month Term SOFR” means, for purposes of any calculation, the rate per annum equal to (a) Daily One Month Term
SOFR for such calculation plus (b) the SOFR Spread; provided, that if Adjusted Daily One Month Term SOFR determined as provided above
shall ever be less than the Floor, then Adjusted Daily One Month Term SOFR shall be deemed to be the Floor.


 


“Adjusted Dilution Ratio”
means, at any time, the rolling average of the Dilution Ratio for the 12 Calculation Periods then most recently ended.


 


“Administrator” has the meaning
set forth in the preamble to this Agreement.


 


“Affiliate” shall
mean, with respect to a Person, any other Person, which directly or indirectly controls, is controlled by or is under common control
with, such Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or
otherwise.


 






    I-1


     


    

 


“Aggregate Invested Amount”
means, on any date of determination, the aggregate Invested Amount of all Receivable Interests of all Purchasers outstanding on
such date.


 


“Aggregate Reduction” has the meaning
specified in Section 1.3.


 


“Aggregate Unpaids” means,
at any time, an amount equal to the sum of (i) the Aggregate Invested Amount, plus (ii) all Recourse Obligations (whether due or accrued)
at such time.


 


“Agreement” means
this Agreement, as it may be amended, restated, supplemented or otherwise modified and in effect from time to time.


 


“Alternate Base Rate”
means, for any day for any Purchaser (a) the rate per annum equal to (i) two percent (2.00%) above the
LIBO RateAdjusted Daily One Month Term SOFR or (ii) if the
LIBO RateAdjusted Daily One Month Term SOFR is not available in accordance with
Section 4.4 or 4.6, the greater of (x) the Prime Rate and (y) one-half of one percent (0.50%) above the Federal Funds Effective
Rate or (b) any other rate designated as the “Alternate Base Rate” for such Purchaser in an Assumption Agreement or Transfer
Supplement pursuant to which such Purchaser becomes a party (as a Purchaser) to the Agreement, or any other written agreement among such
Purchaser to the Seller, the Servicer, the related Purchaser Agent and the Administrator from time to time. For purposes of determining
the Alternate Base Rate for any day, changes in the Prime Rate or the Federal Funds Effective Rate shall be effective on the date of each
such change.


 


“AmerisourceBergen”
shall mean AmerisourceBergen Corporation, a Delaware corporation.


 


“Amortization Date” means
the earliest to occur of (i) the day on which any of the conditions precedent set forth in Section 6.2 are not satisfied, (ii)
the Business Day immediately prior to the occurrence of an Event of Bankruptcy with respect to any Seller Party, (iii) the Business Day
specified in a written notice from the Administrator following the occurrence of any other Amortization Event, and (iv) the date which
is 30 days after the Administrator’s receipt of written notice from Seller that it wishes to terminate the facility evidenced by
this Agreement.


 


“Amortization Event” has the meaning
specified in Article IX.


 


“Anti-Corruption Laws”
means the United States Foreign Corrupt Practices Act of 1977 and all other laws, rules,
and regulations of any jurisdiction applicable to the Seller, the Servicer, the Performance Guarantor
or any of and their Subsidiaries concerning or relating to bribery, money laundering
or corruption.


 


“Applicable Originator”
shall mean the Originator which generated a specific Receivable (or Receivables).


 


“Approved
Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in
bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by a
Purchaser, an Affiliate of a Purchaser or an entity or an Affiliate of an entity that administers or manages a Purchaser.


 






    I-2


     


    

 


“Assumption Agreement”
means an agreement substantially in the form set forth in Exhibit VII to the Agreement.


 


“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 RateAdjusted Daily One Month Term SOFR or (b) if the
LIBO RateAdjusted Daily One Month Term SOFR 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.


 


“Base
Rate Invested Amounts” means Invested Amounts accruing Yield at the Alternate Base Rate.


 


“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 RateDaily
One Month Term SOFR, 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
remainder of such period by the holder of such Receivable Interest from investing the portion of such Invested Amount not so
allocated. In the event that the amount referred to in clause (B) exceeds the amount referred to in clause (A), the relevant
Purchaser or Purchasers agree to pay to Seller the amount of such excess (net of any amounts due to such Purchasers). All Broken
Funding Costs shall be due and payable hereunder upon written demand.


 






    I-3


     


    

 


“Business Day” means
any day on which banks are not authorized or required to close in New York, New York, Philadelphia, Pennsylvania or Atlanta, Georgia,
and The Depository Trust Company of New York is open for business, and, if the applicable Business Day relates to any computation or payment
to be made with respect to the Yield Rate and based upon the LIBO Rate, any day on which dealings in
dollar deposits are carried on in the London interbank marketSOFR, any U.S. Government Securities
Business Day.


 


“Calculation Period” means a calendar
month.


 


“Capitalized Lease” of
a Person shall mean any lease of property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared
in accordance with GAAP.


 


“Certification of Beneficial
Owner(s)” means a certification regarding beneficial ownership of the Seller as required by the Beneficial Ownership Rule.


 


“Change of
Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or
group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission
thereunder), of Equity Interests (as defined in the Receivables Sale Agreement) representing more than 35% of either the aggregate
ordinary voting power or the aggregate equity value represented by the issued and outstanding Equity Interests of the Performance
Guarantor, (b) the occupation of a majority of the seats (other than vacant seats) on the board of directors of the Performance
Guarantor by Persons who were not (i) directors of the Performance Guarantor on September 18, 2019, (ii) nominated by the board of
directors of the Performance Guarantor, (iii) appointed by directors referred to in the preceding clauses (i) and (ii),
or (iv) approved by the board of directors of the Performance Guarantor as director candidates prior to their election to such board
of directors or (c) the occurrence of a “Change in Control” under and as defined in the Credit Agreement.


 


“Closing Date” has the meaning
set forth in Section 6.1.


 


“Collection Account”
means each concentration account, depositary account, lock-box account or similar account in which any Collections are collected
or deposited and which is listed on Exhibit I to the Account Disclosure Letter.


 


“Collection
Account Agreement” means an agreement substantially in the form of Exhibit V among Servicer, Seller, the
Administrator and a Collection Bank and, if applicable, an Originator.


 






    I-4


     


    

 


“Collection Bank” means,
at any time, any of the banks holding one or more Collection Accounts.


 


“Collection Notice”
means a notice, in substantially the form of Annex A to Exhibit V, from the Administrator to a Collection Bank.


 


“Collections” means,
with respect to any Receivable, all cash collections and other cash proceeds in respect of such Receivable, including, without limitation,
all Finance Charges or other related amounts accruing in respect thereof and all cash proceeds of Related Security with respect to such
Receivable.


 


“Commercial Paper” means,
with respect to any Conduit Purchaser, (a) promissory notes issued by such Conduit Purchaser in the commercial paper market or (b) on
any day, any short-term notes or any other form of debt issued by or on behalf of such Conduit Purchaser in the ordinary course of its
financing business or obligations pursuant to interest rate basis swaps entered into in connection with the issuance of such short-term
notes.


 


“Commitment” means, with
respect to each Related Committed Purchaser, the aggregate maximum amount which such Purchaser is obligated to pay hereunder on account
of all Purchases, as set forth below its signature to this Agreement or in the Assumption Agreement or other agreement pursuant to which
it became a Purchaser, as such amount may be modified in connection with any subsequent assignment pursuant to Section 12.1 or
in connection with a reduction or an increase in the Purchase Limit pursuant to Section 1.1(b) or (c) of the Agreement.


 


“Commitment Percentage”
means, for each Related Committed Purchaser in a Purchaser Group, such Related Committed Purchaser’s Available Commitment
divided by the total of all Available Commitments of all Related Committed Purchasers in such Purchaser Group.


 


“Conduit Purchasers”
means each Uncommitted Purchaser that is a commercial paper conduit.


 


“Conforming
Changes” means, with respect to either the use or administration of Daily One Month Term SOFR or the use, administration,
adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the
definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “U.S. Government
Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition
of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of purchase
requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods and other technical, administrative
or operational matters) that the Administrator, in consultation with the Seller, decides may be appropriate to reflect the adoption and
implementation of any such rate or to permit the use and 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 any such rate 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).


 






    I-5


     


    

 


“Consolidated Subsidiary”
shall mean, at any date, for any Person, any Subsidiary or other entity the accounts of which would be consolidated under GAAP
with those of such Person in its consolidated financial statements as of such date.


 


“Contingent Obligation”
of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees
to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any
other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures
any creditor of such other Person against loss, including, without limitation, any comfort letter, operating agreement, take-or-pay contract
or application for a letter of credit.


 


“Contract” means,
with respect to any Receivable, any and all instruments, agreements, invoices or other writings pursuant to which such Receivable arises
or which evidences such Receivable.


 


“CP
Costs” means, for each day for any Conduit Purchaser (a) the “weighted average cost” (as defined below)
for such day related to the issuance of Commercial Paper by such Conduit Purchaser that is allocated, in whole or in part by such
Conduit Purchaser, to fund all or part of its Purchases (and which may also be allocated in part to the funding of other assets of
such Conduit Purchaser), (b) solely with respect to Reliant Trust, until such time, if any, that Reliant Trust has notified the
Seller, the Servicer and the Administrator that clause (a) above shall apply with respect to it, an amount equal to the
product of the applicable Reliant Trust Rate multiplied by the Invested Amount of the Receivable Interest funded by Reliant Trust on
such day, annualized on a 360 day basis or (c) any other amount designated as the “CP Costs” for such Conduit Purchaser
in an Assumption Agreement or Transfer Supplement pursuant to which such Conduit Purchaser becomes a party (as a Conduit Purchaser)
to the Agreement, or any other written agreement among such Conduit Purchaser, the Seller, the Servicer, the related Purchaser Agent
and the Administrator from time to time. As used in this definition, (I) the “weighted average cost” shall consist of
(A) the actual interest rate (or discount) paid to purchasers of Commercial Paper issued by such Conduit Purchaser, together with
the commissions of placement agents and dealers in respect of such Commercial Paper, to the extent such commissions are allocated,
in whole or in part, to such Commercial Paper (B) the costs associated with the issuance of such Commercial Paper, including without
limitation, issuing and paying agent fees incurred with respect to such Commercial Paper, (C) any incremental carrying costs
incurred with respect to Commercial Paper maturing on dates other than those on which corresponding funds are received by such
Conduit Purchaser under this Agreement and (D) interest on other borrowing or funding sources by such Conduit Purchaser, including,
without limitation, (i) to fund small or odd dollar amounts that are not easily accommodated in the commercial paper market, (ii)
bridge loans, (iii) market disruption loans, (iv) subordinate notes and (v) voluntary advance facilities. In addition to the
foregoing costs, if Seller shall request any Incremental Purchase during any period of time determined by the applicable Purchaser
Agent in its sole discretion to result in incrementally higher CP Costs applicable to such Incremental Purchase, the Invested Amount
associated with any such Incremental Purchase shall, during such period, be deemed to be funded by such Conduit Purchaser in a
special pool (which may include capital associated with other receivable purchase facilities) for purposes of determining such
additional CP Costs applicable only to such special pool and charged each day during such period to the Seller and (II) the
 “Reliant Trust Rate” shall mean (a) the LIBO RateDaily
One Month
Term SOFR or (b) if either (i) the LIBO RateDaily
One Month Term SOFR is not available in accordance with Section 4.4 or 4.6 or (ii) Purchasers whose
Commitments aggregate more than 50% of the aggregate of the Commitments of all Purchasers are then funding Receivable Interests at
the Alternate Base Rate, in either case, the Alternate Base Rate.


 






    I-6


     


    

 


“Credit Agreement” shall
mean the Amended and Restated Credit Agreement, dated as of March
18, 2011, as amended and restated as of September 18, 2019November 4, 2021, among
AmerisourceBergen, the borrowing subsidiaries party thereto, the lenders named therein, JPMorgan Chase Bank, N.A., as administrative agent,
and the other parties thereto (without giving effect to any other amendment, waiver, termination, supplement
or other modification thereof thereafter unless consented to by the Required Purchaser Agents).as
amended, supplemented or otherwise modified from time to time in accordance with the terms hereof).


 


“Credit and Collection Policy”
means, as applicable, each of the Servicer’s or the Applicable Originator’s credit and collection policies and practices
relating to Contracts and Receivables existing on the date hereof and provided to the Administrator and each Purchaser Agent, as modified
from time to time in accordance with this Agreement.


 


“Credit Memo Lag Time” means,
with respect to any Receivable, the greater of (a) 30 and (b) the weighted average of the credit memo lag times in days between the date
of invoice of 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).


 


“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.


 






    I-7


     


    

 


“Daily
One Month Term SOFR” means,
for any day during an Interest Period, the Term SOFR Reference Rate for a tenor of one-month on such day, or if such day is not a
U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day (such day, the
 “Daily One Month Term SOFR Determination Day”), as such rate is published by the Term SOFR Administrator; provided,
however, that if as of 5:00 p.m. (New York
City time) on any Daily One Month Term SOFR Determination Day the Term SOFR Reference Rate for one month has not been published by
the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then
Daily One Month Term SOFR will be the Term SOFR Reference Rate for one month as published by the Term SOFR Administrator on the
first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for one month was published by the
Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S.
Government Securities Business Days prior to such Daily One Month Term SOFR Determination Day.


 


“Daily
One Month Term SOFR Determination Day” has the meaning specified in the definition of “Daily One Month Term
SOFR”.


 


“Daily
One Month Term SOFR Invested Amounts” means Invested Amounts accruing Yield at Daily One Month Term SOFR.


 


“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.


 


“Defaulted Receivable”
means a Receivable (without duplication): (i) as to which the Obligor thereof has suffered an Event of Bankruptcy; (ii) which,
consistent with the Credit and Collection Policy, should be written off Seller’s books as uncollectible; or (iii) as to which any
payment, or part thereof, remains unpaid for 121 days or more from the original due date for such payment (determined without regard to
any extension of the due date pursuant to Section 8.2(d)). The Outstanding Balance of any Defaulted Receivable shall be determined
without regard to any credit memos or credit balances.


 






    I-8


     


    

 


“Defaulting
Purchaser” means (i) any Related Committed Purchaser that has failed to make any Incremental Purchase required to be made
by it hereunder pursuant to Section 1.2 within two Business Days of the date required to be made by it hereunder or (ii) any Conduit
Purchaser whose Commercial Paper has a short term unsecured debt rating of less than A-1 by S&P or P-1 by Moody’s.


 


“Defaulting
Purchaser Group” means, for each Defaulting Purchaser, such Defaulting Purchaser, the other Purchasers in such Defaulting
Purchaser’s Purchaser Group and its related Purchaser Agent.


 


“Delinquency Ratio”
means, at any time, a percentage equal to (i) the aggregate Outstanding Balance of all Receivables that were Delinquent Receivables
at such time divided by (ii) the aggregate Outstanding Balance of all Receivables at such time.


 


“Delinquent Receivable” means
a Receivable as to which any payment, or part thereof, remains unpaid for 61-120 days from the original due date for such payment (determined
without regard to any extension of the due date pursuant to Section 8.2(d)). The Outstanding Balance of any Delinquent Receivable
shall be determined without regard to any credit memos or credit balances.


 


“Demand Advance” means
any advance made by Seller to ABDC at any time while it is acting as the Servicer, which advance (a) is payable upon demand, (b) is not
evidenced by an instrument, chattel paper or a certificated security, (c) bears interest at a market rate determined by Seller and the
Servicer from time to time, (d) is not subordinated to any other Indebtedness or obligation of the Servicer, and (e) may not be offset
by ABDC against amounts due and owing from Seller to it under its Subordinated Note; provided that no Demand Advance may
be made after the Final Facility Termination Date or on any date prior to the Final Facility Termination Date on which an Amortization
Event or an Unmatured Amortization Event exists and is continuing.


 


“Dilution” means
the amount of any reduction or cancellation of the Outstanding Balance of a Receivable as described in Section 1.4(a).


 


“Dilution Horizon Ratio”
means, as of any Cut-Off Date, a ratio (expressed as a decimal), equal to the product of (a) the ratio computed by dividing (i)
the Credit Memo Lag Time as of such Cut-Off Date, by (ii) 30 and (b) the ratio computed by dividing (i) the aggregate amount of receivables
originated by the Originators during the most recent Calculation Period ending on such Cut-Off Date, by (ii) the Net Pool Balance as of
such Cut-Off Date.


 


“Dilution Ratio” means,
as of any Cut-Off Date, a ratio (expressed as a percentage), computed by dividing (i) the total amount of decreases in Outstanding Balances
due to Dilutions during the Calculation Period ending on such Cut-Off Date, by (ii) the aggregate sales generated by the Originators during
the Calculation Period prior to the Calculation Period ending on such Cut-Off Date.


 






    I-9


     


    

 


“Dilution Reserve” means,
for any Calculation Period, the product (expressed as a percentage) of:


 


(a)              
the sum of (i) 2.25 times the Adjusted Dilution Ratio as of the immediately preceding Cut-Off Date, plus (ii) the Dilution Volatility
Component as of the immediately preceding Cut-Off Date, times


 


(b)              
the Dilution Horizon Ratio as of the immediately preceding Cut-Off Date.


 


“Dilution Volatility Component”
means the product (expressed as a percentage) of (i) the difference between (a) the highest Dilution Ratio over the past 12 Calculation
Periods and (b) the Adjusted Dilution Ratio, and (ii) a fraction, the numerator of which is equal to the amount calculated in (i)(a) of
this definition and the denominator of which is equal to the amount calculated in (i)(b) of this definition.


 


“Dispute” shall mean
any dispute, deduction, claim, offset, defense, counterclaim, set-off or obligation of any kind, contingent or otherwise, relating to
a Receivable, including, without limitation, any dispute relating to goods or services already paid for.


 


“Dollar” and “$”
shall mean lawful currency of the United States of America.


 


“Eligible Receivable” means, at
any time, a Receivable:


 


(a)              
which complies with all applicable Laws and other legal requirements, whether Federal, state or local, including, without limitation,
to the extent applicable, usury laws, the Federal Consumer Credit Protection Act, the Fair Credit Billing Act, the Federal Truth in Lending
Act, and Regulation Z of the Board of Governors of the Federal Reserve System;


 


(b)              
which constitutes an “account”, “chattel paper” or a “general intangible” as defined in the UCC as
in effect in the State of New York and the jurisdiction whose Law governs the perfection of the Administrator’s (for the benefit
of the Secured Parties) ownership and security interest therein, and is not evidenced by an “instrument,” as defined in the
UCC as so in effect;


 


(c)              
which was originated in connection with a sale of goods or the provision of services by the Applicable Originator in the ordinary course
of its business to an Obligor who was approved by the Applicable Originator in accordance with its Credit and Collection Policy, and which
Obligor is not an Affiliate of the Seller or the Applicable Originator;


 


(d)              
which (i) arises from a Contract and has been billed, or in respect of which the related Obligor is otherwise liable, in accordance
with the terms of such Contract and (ii)  arises from a Contract that (A) does not require the Obligor under such Contract to
consent to the transfer, sale or assignment of the rights and duties of the Applicable Originator or the Seller under such Contract
and (B) does not contain any provision that restricts the ability of the Administrator, any Purchaser Agent or any Purchaser to
exercise its rights under this Agreement (or the Receivables Sale Agreement), including, without limitation, the right to review the
Contract;


 


(e)               
which is genuine and constitutes a legal, valid, binding and irrevocable payment obligation of the related Obligor, enforceable in accordance
with its terms, and which is not subject to any Disputes or other offsets, counterclaims, defenses or contra accounts;


 






    I-10


     


    

 


(f)               
which provides for payment in Dollars and is to be paid in the United States by the related Obligor;


 


(g)              
which directs payment thereof to be sent to a Lock-Box or the Collection Account;


 


(h)              
which has not been repurchased by any Originator pursuant to the repurchase provisions of the Receivables Sale Agreement;


 


(i)                
which is not a Defaulted Receivable or Delinquent Receivable;


 


(j)                
which has a related Obligor who (i) is not more than 60 days past due on greater than 35% of the aggregate Outstanding Balance of such
Receivable and other receivables generated by the Applicable Originator and (ii) is not the subject of a current Event of Bankruptcy and
has not been the subject of an Event of Bankruptcy during the prior 24 months unless otherwise agreed to in writing by the Administrator
and the Required Purchaser Agents;


 


(k)              
which has a related Obligor that (i) is a Person domiciled in the United States of America, (ii) is not a Sanctioned Person and (iii)
is not an Excluded Obligor;


 


(l)                
which was not originated in or subject to the Laws of a jurisdiction whose Laws would make such Receivable, the related Contract or the
sale of the Receivable Interests to the Purchasers, or the pledge of the security interest to the Administrator (for the benefit of the
Secured Parties), hereunder unlawful, invalid or unenforceable and which is not subject to any legal limitation on transfer;


 


(m)            
which is owned solely by the Seller free and clear of all Liens, except for the Lien arising in connection with this Agreement;


 


(n)              
for which all goods, services, and other products and transactions in connection with such Receivable have been finally performed or delivered
to and accepted by the Obligor without Dispute;


 


(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 10% of aggregate of all
outstanding Receivables, excluding Extended Term Receivables, may have Invoice Payment Terms of between 31 and 60 days; 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 91 and 180 days;


 






    I-11


     


    

 


(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 Pension Plan is, or is expected to be, in “at-risk” status (as defined in
Section 430(i)(4) of the Code or Section 303(i)(4) of ERISA); (e) the incurrence by the Performance Guarantor or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the termination of any Pension Plan; (f) the receipt by the
Performance Guarantor or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to
terminate any Pension Plan or Pension Plans or to appoint a trustee to administer any Pension Plan; (g) the incurrence by the
Performance Guarantor or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any
Pension Plan or Multiemployer Plan; or (h) the receipt by the Performance Guarantor or any ERISA Affiliate of any notice, or the
receipt by any Multiemployer Plan from the Performance Guarantor or any ERISA Affiliate of any notice, concerning the imposition of
Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent pursuant to Section 4063, 4203
or 4205 of ERISA, or in “endangered” or “critical” status, within the meaning of Section 432 of the Code or
Section 305 of ERISA.


 






    I-12


     


    

 


“Event of Bankruptcy” shall
be deemed to have occurred with respect to a Person if either:


 


(a)              
a case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the
liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the
appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or all or
substantially all of its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency,
reorganization, winding up or composition or adjustment of debts, and such case or proceeding shall continue undismissed, or
unstayed and in effect, for a period of 60  consecutive days; or an order for relief in respect of such Person shall be entered
in an involuntary case under the federal bankruptcy laws or other similar laws now or hereafter in effect; or


 


(b)              
such Person shall commence a voluntary case or other proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement,
dissolution or other similar law now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee (other than a trustee under a deed of trust, indenture or similar instrument), custodian, sequestrator (or
other similar official) for, such Person or for any substantial part of its property, or shall make any general assignment for the benefit
of creditors, or shall be adjudicated insolvent, or admit in writing its inability to pay its debts generally as they become due, or,
if a corporation or similar entity, its board of directors shall vote to implement any of the foregoing.


 


“Excepted Persons” has the meaning
set forth in Section 13.4.


 


“Excluded Obligor” means,
solely to the extent that the Excluded Obligor Date has not occurred, the Specified Obligor.


 


“Excluded Obligor Date”
means the applicable date designated as such in an Excluded Obligor Request that has been countersigned by the Administrator.


 


“Excluded Obligor Included Receivables”
means each Receivable originated by an Originator prior to the Sixteenth Amendment Date, the Obligor of which is an Excluded Obligor.


 


“Excluded Obligor Receivables”
means each Receivable, the Obligor of which is an Excluded Obligor.


 


“Excluded Obligor Request”
means a request, in substantially the form of Exhibit XVII to this Agreement, made by or on behalf of the Servicer pursuant to
Section 13.18 of this Agreement.


 


“Excluded
Receivable” means each Receivable (without giving effect to the exclusion of “Excluded Receivable” from
the definition thereof) originated by an Originator on or after the Sixteenth Amendment Date, the Obligor of which is an Excluded
Obligor; provided, however, that on and after the Excluded Obligor Date (if any), no “Excluded Receivable”
shall exist.


 






    I-13


     


    

 


“Exiting Purchaser” means
each Purchaser in a Purchaser Group for which the Facility Termination Date has occurred (it being understood that if an Exiting Purchaser
has multiple Scheduled Facility Termination Dates for its Commitment, then such Purchaser shall only be considered an Exiting Purchaser
to the extent its Invested Amount exceeds the portion of its Commitment with respect to which the Scheduled Facility Termination Date
has not yet occurred).


 


“Extended Term” has the meaning
set forth in the Extended Term Disclosure Letter.


 


“Extended Term Disclosure Letter”
means that certain letter agreement, dated as of June 21, 2016, among the Seller, the Servicer, the Administrator and each Purchaser
Agent.


 


“Extended Term
Obligor” has the meaning set forth in the Extended Term Disclosure Letter.


 


“Extended Term Receivables”
has the meaning set forth in clause (q) of the definition of Eligible Receivable.


 


“Facility Account” means
that certain account of the Seller maintained at J.P. Morgan Chase Bank and as set forth in that certain letter dated as of April 30,
2009 from the Seller to the Purchaser Agents.


 


“Facility Termination Date” means,
for any Group Commitment (or portion thereof), the earliest to occur of: (a) the Scheduled Facility Termination Date for such Group Commitment
(or portion thereof), (b) the date determined pursuant to Section 1.1(d)(ii), (c) the date determined pursuant to Section 9.2,
(d) the Amortization Date and (e) the date the Purchase Limit reduces to zero pursuant to Section 1.1(c) of this Agreement.


 


“Federal Bankruptcy Code”
means Title 11 of the United States Code entitled “Bankruptcy,” as amended and any successor statute thereto.


 


“Federal Funds Effective Rate”
means, for any period for any Purchaser, a fluctuating interest rate per annum for each day during such period equal to
(i) 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 in the Composite Closing Quotations for U.S. Government Securities; or (ii) if such rate is not so published for any
day which is a Business Day, the average of the quotations at approximately 11:30 a.m. (New York time) for such day on such transactions
received by the related Purchaser Agent from three federal funds brokers of recognized standing selected by it.


 


“Fee Letter”
means each fee letter with respect to this Agreement among Seller, ABDC and the applicable Purchaser Agent, as it may be amended,
restated or otherwise modified and in effect from time to time.


 






    I-14


     


    

 


“Final Facility Termination
Date” means the latest Facility Termination Date to occur for all the Purchaser Groups.


 


“Final Payout Date” means
the date on which all Aggregate Unpaids have been paid in full and the Purchase Limit has been reduced to zero.


 


“Finance Charges” means,
with respect to a Contract, any finance, interest, late payment charges or similar charges owing by an Obligor pursuant to such Contract.


 


“Fiscal Year” shall
mean each year ending September 30, which is the fiscal year of the Seller and the Servicer for accounting purposes.


 


“Floor” means
0.00%.


 


“Funding Agreement” means
(i) this Agreement, (ii) the Liquidity Agreement and (iii) any other agreement or instrument executed by any Funding Source with or for
the benefit of any Conduit Purchaser.


 


“Funding
Source” means (i) the Administrator, any Purchaser Agent or any Liquidity Provider or (ii) any insurance company, bank or
other funding entity providing liquidity, credit enhancement or back-up purchase support or facilities to any Conduit Purchaser.


 


“GAAP” means
generally accepted accounting principles in effect in the United States of America as of the date of this Agreement.


 


“Government Receivable Excess”
means, the amount by which the aggregate Outstanding Balance of all Government Receivables exceeds an amount equal to 10.00% of
the Outstanding Balance of all Eligible Receivables.


 


“Government Receivables”
shall mean, at the time, any Receivables for which the related Obligor is the United States of America, any State or local government
or any Federal or state agency or instrumentality or political subdivision thereof.


 


“Group Commitment” means
with respect to any Purchaser Group the aggregate of the Commitments of each Purchaser within such Purchaser Group.


 


“Group Invested Amount”
means with respect to any Purchaser Group, an amount equal to the aggregate Invested Amount of all the Purchasers within such
Purchaser Group.


 


“Guarantee” shall mean,
as applied to any Indebtedness, (i) a guarantee (other than by endorsement for collection in the ordinary course of business), direct
or indirect, in any manner, of any part or all of such Indebtedness or (ii) an agreement, direct or indirect, contingent or otherwise,
providing assurance of the payment or performance (or payment of damages in the event of non-performance) of any part or all of such Indebtedness,
including, without limiting the foregoing, the payment of amounts drawn down by letters of credit. The amount of any Guarantee shall be
deemed to be the maximum amount of the Indebtedness guaranteed for which the guarantor could be held liable under such Guarantee.


 






    I-15


     


    

 


“Increasing Purchaser Group”
has the meaning set forth in Section 1.1(b).


 


“Incremental Purchase”
means a purchase of one or more Receivable Interests which increases the total outstanding Aggregate Invested Amount hereunder.


 


“Indebtedness” of any
Person shall mean, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced
by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (iii) all obligations of such
Person under conditional sale or other title retention agreements relating to property purchased by such Person (other than customary
reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (iv) all obligations
of such Person issued or assumed as the deferred purchase price of property or services purchased by such Person (other than trade debt
incurred in the ordinary course of business and due within twelve months of the incurrence thereof) which would appear as liabilities
on a balance sheet of such Person, (v) all obligations of such Person under take-or-pay or similar arrangements or under commodities agreements,
(vi) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise,
to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or
not the obligations secured thereby have been assumed, provided that for purposes hereof the amount of such Indebtedness
shall be limited to the greater of (A) the amount of such Indebtedness as to which there is recourse to such Person and (B) the fair market
value of the property which is subject to the Lien, (vii) all Guarantees of such Person, (viii) the principal portion of all obligations
of such Person under Capitalized Leases, (ix) all obligations of such Person in respect of interest rate protection agreements, foreign
currency exchange agreements, commodity purchase or option agreements or other interest or exchange rate or commodity price hedging agreements,
(x) the maximum amount of all standby letters of credit issued or bankers’ acceptances facilities created for the account of such
Person and, without duplication, all drafts drawn thereunder (to the extent unreimbursed), (xi) all preferred stock issued by such Person
and required by the terms thereof to be redeemed, or for which mandatory sinking fund payments are due by a fixed date, (xii) the principal
balance outstanding under any securitization transaction and (xiii) the principal balance outstanding under any synthetic lease, tax retention
operating lease, off-balance sheet loan or similar off-balance sheet financing product to which such Person is a party, where such transaction
is considered borrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP. The Indebtedness
of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint
venturer, but only to the extent to which there is recourse to such Person for payment of such Indebtedness.


 


“Indemnified Amounts” has the meaning
specified in Section 10.1.


 


“Indemnified Party” has the meaning
specified in Section 10.1.


 


“Independent
Director” shall mean a member of the Board of Directors of Seller who (i) is not at such time, and has not been at any
time during the preceding five (5) years: (A) a director, officer, employee or affiliate of Performance Guarantor, any Originator or
any of their respective Subsidiaries or Affiliates (other than Seller), or (B) the beneficial owner (at the time of such
individual’s appointment as an Independent Director or at any time thereafter while serving as an Independent Director) of any
of the outstanding common shares of Seller, any Originator, or any of their respective Subsidiaries or Affiliates, having general
voting rights and (ii) 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 and is employed by any such entity.


 






    I-16


     


    

 


“Interest Period” means
with respect to any Receivable Interest funded through a Bank Rate Funding:


 


(a)              
the period commencing on the date of the initial funding of such Receivable Interest through a Bank Rate Funding and including on, but
excluding, the Business Day immediately preceding the next following Settlement Date; and


 


(b)              
thereafter, each period commencing on, and including, the Business Day immediately preceding a Settlement Date and ending on, but excluding,
the Business Day immediately preceding the next following Settlement Date.


 


“Internal Revenue Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time and any successor thereto, and the regulations promulgated
and rulings issued thereunder.


 


“Invested Amount” of
any Receivable Interest means, at any time, (A) the Purchase Price of such Receivable Interest paid by the Purchasers, minus (B) the sum
of the aggregate amount of Collections and other payments received by the applicable Purchaser Agent which in each case are applied to
reduce such Invested Amount in accordance with the terms and conditions of this Agreement; provided that such Invested Amount
shall be restored (in accordance with Section 2.5) in the amount of any Collections or other payments so received and applied if
at any time the distribution of such Collections or payments are rescinded, returned or refunded for any reason.


 


“Invoice Payment Terms”
means, with respect to any Receivable, the number of days following the date of the related original invoice by which such Receivable
is required to be paid in full, as set forth in such original invoice.


 


“Law” shall
mean any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree or award
of any Official Body.


 


“LIBO Rate” means,
on any date of determination:


 


(a)  
in the case of Wells Fargo, Mizuho, TD Bank, Reliant Trust and PNC, the LIBOR Market Index Rate; 


 


(b)   
in the case of any Purchaser other than Wells Fargo, Mizuho, TD Bank, Reliant Trust and PNC, a rate per annum (rounded upwards, if necessary,
to the nearest 1/100th of
1%) determined by dividing (x) the Daily Eurodollar Rate for such date of determination, by (y) 1 minus
the Reserve Percentage for such date of determination; and 


 


(c) 
in the case of any Purchaser, any other rate designated as the “LIBO Rate” for such Purchaser in an Assumption Agreement
or Transfer Supplement pursuant to which such Purchaser becomes a party (as a Purchaser) to the Agreement, or any other written agreement
among such Purchaser to the Seller, the Servicer, the related Purchaser Agent and the Administrator from time to time.


 






    I-17


     


    

 


The
LIBO Rate shall be rounded, if necessary, to the next higher 1/16 of 1%. The “Reserve Percentage” means, with respect to any
date of determination, the then maximum reserve percentage (expressed as a decimal, rounded upward to the nearest 1/100th
of 1%) prescribed by the Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirements (including without limitation, supplemental, marginal, and emergency reserve requirements)
applicable to eurocurrency funding (currently referred to as “Eurocurrency Liabilities”) pursuant to Regulation D for a thirty
day period. The LIBO Rate shall be adjusted with respect to any Receivable Interest funded at the Alternate Base Rate and based upon the
LIBO Rate that is outstanding on the effective date of any change in the Reserve Percentage as of such effective date.


 


“LIBOR
Market Index Rate” means, on any date of determination, the one-month Eurodollar rate for Dollar deposits as reported on
the Reuters Screen LIBOR01 Page or any other page that may replace such page from time to time for the purpose of displaying offered rates
of leading banks for London interbank deposits in Dollars, as of 11:00 a.m. (London time) on such date, or if such day is not a Business
Day, then the immediately preceding Business Day (or if not so reported, then as determined by the Administrator or applicable Purchaser
Agent from another recognized source for interbank quotation), in each case, changing when and as such rate changes; provided that
if the LIBOR Market Index Rate, determined as provided above, would be less than zero, the LIBOR Market Index Rate shall for all purposes
of this Agreement be zero.


 


“Lien” means, in respect
of the property of any Person, any ownership interest of any other Person, any mortgage, deed of trust, hypothecation, pledge, lien, security
interest, filing of any financing statement, charge or other encumbrance or security arrangement of any nature whatsoever, including,
without limitation, any conditional sale or title retention arrangement, and any assignment, deposit arrangement, consignment or lease
intended as, or having the effect of, security.


 


“Liquidity Agent” means
each of the banks acting as agent for the various Liquidity Providers under each Liquidity Agreement.


 


“Liquidity Agreement”
means any agreement entered into in connection with this Agreement pursuant to which a Liquidity Provider agrees to make purchases
or advances to, or purchase assets from, any Conduit Purchaser in order to provide liquidity for such Conduit Purchaser’s Purchases.


 


“Liquidity Commitment”
means, as to each Liquidity Provider, its commitment under the Liquidity Agreement (which generally will equal 102% of its Commitment
hereunder).


 


“Liquidity Funding” means
a purchase by any Liquidity Provider pursuant to its Liquidity Commitment (or by any other Funding Source pursuant to its commitment under
a bridge loan agreement or other voluntary advance facility) of all or any portion of, or any undivided interest in, a Receivable Interest.


 






    I-18


     


    

 


“Liquidity Provider”
means each bank or other financial institution that provides liquidity support to any Conduit Purchaser pursuant to the terms
of a Liquidity Agreement.


 


“Location” shall
mean, with respect to the Seller, any Originator or the Servicer, the place where the Seller, such Originator or the Servicer, as the
case may be, is “located” (within the meaning of Section 9-307, or any analogous provision, of the UCC, in effect in the jurisdiction
whose Law governs the perfection of the Administrator’s (for the benefit of the Secured Parties) interests in any Purchased Assets).


 


“Lock-Box” means
each locked postal box with respect to which a bank who has executed a Collection Account Agreement has been granted exclusive access
for the purpose of retrieving and processing payments made on the Receivables and which is listed on Exhibit I to the Account Disclosure
Letter.


 


“Loss Reserve” means,
for any Calculation Period, the product (expressed as a percentage) of (a) 2.25, times (b) the highest three-month rolling average Default
Ratio during the 12 Calculation Periods ending on the immediately preceding Cut-Off Date, times (c) the Default Horizon Ratio as of the
immediately preceding Cut-Off Date.


 


“Mizuho” means Mizuho Bank, Ltd.,
and its successors.


 


“Moody’s” means Moody’s
Investors Service, Inc.


 


“MUFG Bank, Ltd.”
means MUFG Bank, Ltd., in its individual capacity and its successors.


 


“Multiemployer Plan”
means a “multiemployer plan”, within the meaning of Section 4001 (a) (3) of ERISA, to which Performance Guarantor
or any ERISA Affiliate makes, is making, or is obligated to make contributions or, during the preceding three calendar years, has made,
or been obligated to make, contributions.


 


“Net Pool Balance” means,
at any time, the aggregate Outstanding Balance of all Eligible Receivables at such time reduced by (i) the aggregate amount by which the
Outstanding Balance of all Eligible Receivables of each Obligor and its Affiliates exceeds the Obligor Concentration Limit for such Obligor,
(ii) the Rebate Reserve, (iii) the Government Receivable Excess and (iv) sales tax, excise tax or other similar tax or charge, arising
with respect to such Eligible Receivables in connection with their creation and satisfaction.


 


“Non-Accordion Purchase Limit”
means the Purchase Limit without giving effect to any increases or decreases pursuant to Section 1.1(b) of the Agreement.


 


“Obligor” shall
mean, for any Receivable, each and every Person who purchased goods or services on credit under a Contract and who is obligated to make
payments to an Originator or the Seller as assignee thereof pursuant to such Contract.


 






    I-19


     


    

 


“Obligor
Concentration Limit” means, at any time, in relation to the aggregate Outstanding Balance of Eligible Receivables owed
by any single Obligor and its Affiliates (if any), the applicable concentration limit determined as follows for Obligors who have
short term unsecured debt ratings currently assigned to them by S&P and/or Moody’s (or in the absence thereof, the
equivalent long term unsecured senior debt ratings):


 


	 	 	Allowable % of
	 	 	Eligible
	S&P Rating	Moody’s Rating	Receivables
	A-1	P-1	20.00%
	A-2	P-2	10.00%
	A-3	P-3	6.67%
	Below A-3 or not rated	Below P-3 or not rated	 
	by either S&P or	by either S&P or	3.00%
	Moody’s	Moody’s	 


 


; provided that, (a) if any Obligor is rated by both
S&P and Moody’s and has a split rating, the applicable rating will be the lower of the two, (b) if any Obligor is not rated
by either S&P or Moody’s, the applicable Obligor Concentration Limit shall be the one set forth in the last line of the table
above, (c) if any Obligor is rated by only one of S&P and Moody’s, the applicable rating will be the rating assigned to such
Obligor by S&P or Moody’s, as applicable and (d) upon Seller’s request from time to time, the Administrator and each Purchaser
Agent may agree in writing, in their sole discretion, to a higher percentage of Eligible Receivables for a particular Obligor (each such
Obligor, a “Special Obligor”) and its Affiliates (each such higher percentage, a “Special Concentration
Limit”); it being understood that any Special Concentration Limit may be cancelled by the Administrator or any Purchaser
Agent upon not less than five (5) Business Days’ written notice to the Seller. For purposes of this clause (d), as of the Sixteenth
Amendment Date, “Special Obligor” means each of Walgreen Co. and Kaiser Permanente. As of the Sixteenth Amendment
Date (i) Walgreen Co. shall have a Special Concentration Limit of 26.00% and (ii) Kaiser Permanente shall have a Special Concentration
Limit of 8.00%.


 


“OFAC”
means the Office of Foreign Assets Control of the U.S. Department of the Treasury.


 


“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.


 


“Original Agreement”
has the meaning set forth in paragraph 4 of the Preliminary Statements.


 


“Originator” means
each of ABDC and the other Persons, if any, party to the Receivables Sale Agreement from time to time as a seller.


 


“Outstanding Balance”
of any Receivable at any time means the then outstanding principal balance thereof.


 


“Participant” has the meaning set
forth in Section 12.1(b).


 






    I-20


     


    

 





 





“Payment Recipient” has
the meaning set forth in Section 11.10.


 


“PBGC” means the Pension Benefit
Guaranty Corporation, or any successor thereto.


 


“Pension Plan” means
a pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA which Performance Guarantor or any ERISA Affiliate of
Performance Guarantor sponsors or maintains, or to which Performance Guarantor or any of its ERISA Affiliates makes, is making, or is
obligated to make contributions, or in the case of a multiple employer plan (as described in Section 4064(a) of ERISA) has made contributions
at any time during the immediately preceding five plan years.


 


“Performance Guarantor” means AmerisourceBergen.


 


“Performance Undertaking”
means that certain Performance Undertaking, dated as of July 10, 2003 by Performance Guarantor in favor of Seller, as amended
and restated on December 2, 2004, as further amended and restated on October 16, 2020, substantially in the form of Exhibit IX,
and as the same may be further amended, restated or otherwise modified from time to time.


 


“Person” means
an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated
association, joint venture or other entity, or a government or any political subdivision or agency thereof.


 


“PNC” means PNC Bank, National
Association, and its successors.


 


“Prime Rate” means,
for any day for any Purchaser, a rate per annum equal to the prime rate of interest announced from time to time by the related Purchaser
Agent (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes.


 


“Proposed Reduction Date” has the
meaning set forth in Section 1.3.


 


“Purchase” means an Incremental
Purchase or a Reinvestment.


 


“Purchase Date” means each Business
Day on which a Purchase is made hereunder.


 


“Purchase Limit” means
$1,450,000,000, as such amount may be increased or reduced pursuant to Section 1.1(b) or (c) of the Agreement or otherwise
in connection with any Exiting Purchaser or increase or decrease in the aggregate of the Commitments of each Related Committed Purchaser.
References to the unused portion of the Purchase Limit shall mean, at any time, the Purchase Limit minus the then outstanding Aggregate
Invested Amount.


 


“Purchase Limit Decrease Notice” has
the meaning set forth in Section 1.1(b).


 


“Purchase Limit Increase Request” has
the meaning set forth in Section 1.1(b).


 


“Purchase Notice” has the meaning
set forth in Section 1.2.


 






    I-21


     


    

 


“Purchase Price” means,
with respect to any Incremental Purchase of a Receivable Interest, the amount paid to Seller for such Receivable Interest which shall
not exceed the least of (i) the amount requested by Seller in the applicable Purchase Notice, (ii) the unused portion of the Purchase
Limit on the applicable Purchase Date and (iii) the excess, if any, of the Net Pool Balance less the Required Reserve on the applicable
Purchase Date over the aggregate outstanding amount of Aggregate Invested Amount determined as of the date of the most recent Settlement
Report, without taking into account such proposed Incremental Purchase.


 


“Purchased Assets” means
all of Seller’s right, title and interest, whether now owned and existing or hereafter arising in and to all of the Receivables,
the Related Security, the Collections and all proceeds of the foregoing.


 


“Purchaser” means
each Uncommitted Purchaser and/or each Related Committed Purchaser, as applicable.


 


“Purchaser Agent” means
each Person acting as agent on behalf of a Purchaser Group and designated as a Purchaser Agent for such Purchaser Group on the signature
pages to the Agreement or any other Person who becomes a party to this Agreement as a Purchaser Agent pursuant to an Assumption Agreement
or a Transfer Supplement.


 


“Purchaser Group” means,
for each Uncommitted Purchaser (or Purchaser Agent), such Uncommitted Purchaser, its Related Committed Purchasers (if any) and,
its related Purchaser Agent (and each other Uncommitted
Purchaser related to such Purchaser Agent (if any) (and, to the extent applicable, its related Funding Sources and Indemnified
Parties).


 


“Purchasers’ Portion”
means, on any date of determination, the sum of the percentages represented by the Receivable Interests of the Purchasers (other
than any Exiting Purchasers).


 


“Ratable Share” means,
for each Purchaser Group (other than those comprised of Exiting Purchasers), such Purchaser Group’s Group Commitments (excluding
any Accordion Group Commitment) divided by the aggregate Group Commitments (excluding any Accordion Group Commitments) of all Purchaser
Groups (other than those comprised of Exiting Purchasers).


 


“Rating Agency Condition” means
that each Conduit Purchaser has received written notice from the rating agencies then rating its Commercial Paper that an amendment, a
change or a waiver will not result in a withdrawal or downgrade of the then current ratings of such Commercial Paper; provided that,
if the applicable Purchaser Agent notifies the Seller, the Servicer and the Administrator that such Conduit Purchaser is not required
to obtain such notice prior to the effectiveness of such amendment, change or waiver, the “Rating Agency Condition” with respect
to such Conduit Purchaser shall mean the consent of such Purchaser Agent (which consent shall only be withheld if such Purchaser Agent
reasonably believes that such amendment, change or waiver would result in a withdrawal or downgrade of the then current ratings of such
Commercial Paper).


 


“Rebate Reserve”
means an amount equal to the accounting reserve for rebates on the Receivables determined in the ordinary course of business
in accordance with GAAP according to policies consistently applied (and consistent with the Originators’ practices in effect on
the date hereof) and reported on the Settlement Report related to, or in anticipation of, rebates affecting the Receivables.


 






    I-22


     


    

 


“Receivable” means
all indebtedness and other obligations owed to Seller or any Originator (at the time it arises, and before giving effect to any transfer
or conveyance under the Receivables Sale Agreement) or in which Seller or an Originator has a security interest or other interest, including,
without limitation, any indebtedness, obligation or interest constituting an account, chattel paper, instrument or general intangible,
arising in connection with the sale of goods or the rendering of services by an Originator, and further includes, without limitation,
the obligation to pay any Finance Charges with respect thereto; provided, however, that prior to the ASD Specialty
Sale Commencement Date (as defined in the Receivables Sale Agreement), “Receivable” shall not include any Receivable (without
giving effect to this proviso) originated by ASD Specialty (as defined in the Receivables Sale Agreement); provided, further,
that “Receivable” shall not include any Excluded Receivable. Indebtedness and other rights and obligations arising from any
one transaction, including, without limitation, indebtedness and other rights and obligations represented by an individual invoice, shall
constitute a Receivable separate from a Receivable consisting of the indebtedness and other rights and obligations arising from any other
transaction; provided that any indebtedness, rights or obligations referred to in the immediately preceding sentence shall
be a Receivable regardless of whether the account debtor or Seller treats such indebtedness, rights or obligations as a separate payment
obligation.


 


“Receivable Interest”
means, at any time, an undivided percentage ownership interest (computed as set forth below) associated with a designated amount
of Invested Amount, selected pursuant to the terms and conditions hereof in (i) each Receivable arising prior to the time of the most
recent computation or recomputation of such undivided interest, (ii) all Related Security with respect to each such Receivable, and (iii)
all Collections with respect to, and other proceeds of, each such Receivable. Each such undivided percentage interest shall equal:


 


	IA x (1 + 	RR	 )	 
	AIA	 
	NPB	 



 


where:


 


	 	IA	= the
  Invested Amount of such Receivable Interest.




 


	 	AIA	= the
  Aggregate Invested Amount.




 


	 	NPB	= the
  Net Pool Balance.




 


	 	RR	= the
  Required Reserve.




 


Such undivided percentage ownership interest shall be initially computed
on its date of purchase. Thereafter, until the Final Facility Termination Date, each Receivable Interest shall be automatically recomputed
(or deemed to be recomputed) on each day prior to the Final Facility Termination Date. The variable percentage represented by any Receivable
Interest as computed (or deemed recomputed) as of the close of the Business Day immediately preceding the Final Facility Termination Date
shall remain constant at all times thereafter.


 






    I-23


     


    

 


“Receivables Purchase Agreement” means
this Agreement.


 


“Receivables
Sale Agreement” means that certain Amended and Restated Receivables Sale Agreement, dated as of October 16, 2020, among
each Originator and Seller, as the same may be amended, restated or otherwise modified from time to time.


 


“Records” means,
with respect to any Receivable, all Contracts and other documents, books, records and other information (including, without limitation,
computer programs, tapes, disks, punch cards, data processing software and related property and rights) relating to such Receivable, any
Related Security therefor and the related Obligor.


 


“Recourse Obligations” has the
meaning set forth in Section 2.1.


 


“Reduction Notice” has the meaning
set forth in Section 1.3.


 


“Regulatory
Change” means, after the date of this Agreement (i) adoption of any United States (federal, state or municipal) or
foreign laws, regulations (including any applicable law, rule or regulation regarding capital adequacy) or accounting principles,
(ii) the adoption or making of any interpretations, guidance, directives or requests of or under any United States (federal, state
or municipal) or foreign laws, regulations (whether or not having the force of law) or accounting principles by any court,
governmental or monetary authority, or accounting board or authority (whether or not part of government) charged with the
establishment, interpretation or administration thereof or (iii) the compliance, implementation or application by the Funding
Source, Indemnified Party or other Purchaser of any of the foregoing subclauses (i) or (ii). For the avoidance of doubt and
notwithstanding anything to the contrary contained herein, any interpretation of, or compliance, implementation or application by,
whether commenced prior to or after the date hereof, any Funding Source, Indemnified Party or other Purchaser with any of the
following existing laws, including any rules, regulations, guidance, directives or requests issued in connection therewith (whether
or not having the force of law), shall constitute a Regulatory Change: (a) FAS 140 or FIN 46R by the Financial Accounting Standards
Board, Statements of Financial Accounting Standards Nos. 166 and 167; (b) the final rule titled Risk-Based Capital Guidelines:
Capital Adequacy Guidelines; Capital Maintenance; Regulatory Capital; Impact of Modifications to Generally Accepted Accounting
Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues, adopted by the United States bank
regulatory agencies on December 15, 2009 (c) the Dodd-Frank Wall Street Reform and Consumer Protection Act adopted by Congress on
July 21, 2010 and (d) all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the
Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory
authorities.


 


“Reinvestment” has the meaning
set forth in Section 2.2.


 


“Related Committed Purchaser”
means each Person listed as such (and its respective Commitment) for each Uncommitted Purchaser as set forth on the signature
pages of the Agreement or in any Assumption Agreement or Transfer Supplement.


 






    I-24


     


    

 


“Related Security” means, with
respect to any Receivable:


 


(i)                
all of Seller’s interest in the inventory and goods (including returned or repossessed inventory or goods), if any, the sale of
which by an Originator gave rise to such Receivable, and all insurance contracts with respect thereto,


 


(ii)             
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 and security agreements
describing any collateral securing such Receivable,


 


(iii)           
all guaranties, letters of credit, insurance and other agreements or arrangements of whatever character from time to time supporting or
securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise,


 


(iv)            
all service contracts and other contracts and agreements associated with such Receivable,


 


(v)              
all Records related to such Receivable,


 


(vi)            
all of Seller’s right, title and interest in, to and under the Receivables Sale Agreement in respect of such Receivable and all
of Seller’s right, title and interest in, to and under the Performance Undertaking,


 


(vii)         
all of Seller’s right, title and interest in and to the Demand Advances, and


 


(viii)       
all proceeds of any of the foregoing.


 


“Reportable
Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations thereunder, other than any such
event for which the 30-day notice requirement under ERISA has been waived in regulations issued by the PBGC.


 


“Required Purchaser Agents”
means, at any time, two or more Purchaser Agents representing Purchasers whose Commitments aggregate more than 50% of the aggregate
of the Commitments of all Purchasers; provided that the unused Commitment of any Defaulting Purchaser shall be excluded for purposes
of making a determination of “Required Purchaser Agents”.


 


“Required
Reserve” means, on any day during a Calculation Period, the product of (a) the sum of (i) the greater of (1) the Required
Reserve Factor Floor and (2) the sum of the Loss Reserve and the Dilution Reserve, (ii) the Yield Reserve and (iii) the Servicing Reserve,
times (b) the Net Pool Balance as of the Cut-Off Date immediately preceding such Calculation Period.


 


“Required Reserve Factor Floor”
means, for any Calculation Period, the sum (expressed as a percentage) of (a) 28.00% plus (b) the product of the Adjusted Dilution
Ratio and the Dilution Horizon Ratio, in each case, as of the immediately preceding Cut-Off Date.


 


“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.


 






    I-25


     


    

 


“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 (at
the time of this Agreement, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea
region of Ukraine, Cuba, Iran, North Korea and Syria) at such time.


 


“Sanctioned
Person” means,
at any time, any Person the subject of any Sanctions, including (a) any Person listed in any Sanctions-related list of specially
designated foreign nationals or other Personspersons
maintained (i) by the Office of Foreign Assets Control of the US Department of Treasury,
the USOFAC,
the United States State Department or the USUnited
States Department of Commerce or,
(ii) by the United Nations Security Council, the European Union or HerHis
Majesty’s Treasury of the United Kingdom or
(iii) the Government of Canada or any of its departments or agencies, (b) any Person located, operating,
organized or ordinarily resident in a Sanctioned Country or(excluding
any Person who has a current general or specific license granted by an Official Body administering any Sanctions) or (c)
any Person 50% or more owned by one or more Persons referenced in clause (a) or
(b).


 


“Sanctions” means economic
or financial sanctions laws or regulations or trade embargoes, in
each case imposed, administered or enforced from time to time (a) by the USUnited
States government, including those administered by the Office of Foreign Assets Control of
the US Department of Treasury, the US OFAC, the United States State Department
or the USUnited States Department of Commerce
or, (b) by the United Nations Security Council, the European Union
or HerHis Majesty’s Treasury of the United
Kingdom or (c) the Government of Canada or any of its departments or agencies.


 


“Scheduled
Facility Termination Date” means, for any Group Commitment, November 4,
2024October
21, 2025 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.


 






    I-26


     


    

 


“Secured Parties” means the Indemnified
Parties.


 


“Seller” has the meaning set forth
in the preamble to this Agreement.


 


“Seller Parties” has the meaning
set forth in the preamble to this Agreement.


 


“Servicer” means
at any time the Person (which may be the Administrator) then authorized pursuant to Article VIII to service, administer and collect
Receivables.


 


“Servicing Fee” means, for each
day in a Calculation Period:


 


(a)              
an amount equal to (i) the Servicing Fee Rate times (ii) the aggregate Outstanding Balance of all Receivables at the close
of business on the Cut-Off Date immediately preceding such Calculation Period, times (iii) 1/360; or


 


(b)              
on and after the Servicer’s reasonable request made at any time when ABDC or one of its Affiliates is no longer acting as Servicer
hereunder, an alternative amount specified by the successor Servicer not exceeding (i) 110% of such Servicer’s reasonable costs
and expenses of performing its obligations under this Agreement during the preceding Calculation Period, divided by (ii)
the number of days in the current Calculation Period.


 


“Servicing Fee Rate”
means 1.0% per annum; provided that if ABDC or one of its Affiliates is the Servicer, such rate shall mean
0.125% per annum.


 


“Servicing Reserve” means,
for any Calculation Period, the product (expressed as a percentage) of (a) the Servicing Fee Rate (determined assuming ABDC is not the
Servicer), times (b) a fraction, the numerator of which is the highest Days Sales Outstanding for the most recent 12 Calculation
Periods and the denominator of which is 360.


 


“Settlement
Date” means the 2nd Business Day after
each Settlement Reporting Date and the applicable Facility Termination Date.


 


“Settlement Report”
means a report, in substantially the form of Exhibit VI hereto (appropriately completed), together with the electronic
backup data which is part of the spreadsheet that creates such report, furnished by the Servicer to the Administrator and each Purchaser
Agent pursuant to Section 8.5.


 


“Settlement
Reporting Date” means the 25th day
of each month immediately following the Cut-Off Date (or if any such day is not a Business Day, the next succeeding Business Day thereafter)
or such other days of any month as may be required, or as Administrator or any Purchaser Agent may request, in connection with Section
8.5.


 






    I-27


     


    

 


“Side Letter” means
that certain letter agreement, dated as of the Sixteenth Amendment Date, among Seller, Servicer, Administrator and each Purchaser Agent,
as the same may be amended, restated or otherwise modified from time to time.


 


“Sixteenth Amendment Date” means
May 13, 2021.


 


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


 


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


 


“SOFR Spread” means
0.10% per annum.


 


“Specified Obligor” means the Obligor
specified in the Side Letter.


 


“Subsidiary” of
a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more
of its Subsidiaries, or (ii) any partnership, association, limited liability company, joint venture or similar business organization more
than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.


 


“Term
SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term
SOFR Reference Rate selected by the Administrator in its reasonable discretion).


 


“TD
Bank” means The Toronto-Dominion Bank, and its successorsTerm
SOFR Reference Rate” means the forward-looking term rate based on SOFR.


 


“Thirteenth Amendment Date” means
October 31, 2018.


 


“Transaction Documents”
means, collectively, this Agreement, each Purchase Notice, the Receivables Sale Agreement, each Collection Account Agreement, the
Performance Undertaking, the Fee Letters, the Side Letter, each Subordinated Note (as defined in the Receivables Sale Agreement), the
Extended Term Disclosure Letter, the Account Disclosure Letter and all other instruments, documents and agreements executed and delivered
in connection herewith by any of the Seller Parties.


 


“Transactions” means
the execution, delivery and performance by the Seller, the Servicer, the Performance Guarantor and each Originator of the Transaction
Documents to which it is to be a party, the making of Purchases hereunder, the purchase and sale of Receivables under the Purchase and
Sale Agreement, the use of the proceeds thereof and the other transactions contemplated hereby and by the other Transaction Documents.


 


“Transfer Supplement” has the meaning
set forth in Section 12.1(c).


 


“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.


 






    I-28


     


    

 


“UCC” means
the Uniform Commercial Code as from time to time in effect in the specified jurisdiction.


 


“Uncommitted Purchasers”
means each financial institution or commercial paper conduit that is a party to the Agreement, as a purchaser, or that becomes
a party to the Agreement, as an “Uncommitted Purchaser” or an “Uncommitted Purchaser” pursuant to an Assumption
Agreement or otherwise.


 


“Unmatured Amortization Event”
means an event which, with the passage of time or the giving of notice, or both, would constitute an Amortization Event.


 


“Wells Fargo” means
Wells Fargo Bank, National Association in its individual capacity and its successors.


 


“Withdrawal Liability”
means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part 1 of Subtitle E of Title IV of ERISA.


 


“Yield” means
for each Interest Period relating to a Receivable Interest funded through a Bank Rate Funding, an amount equal to the product of the applicable
Yield Rate for such Receivable Interest multiplied by the Invested Amount of such Receivable Interest for each day elapsed during such
Interest Period, annualized on a 360 day basis.


 


“Yield Rate” means,
at any time (a) with respect to each Receivable Interest funded through a Bank Funding, (i) the applicable Bank Rate on such day or (ii)
at any time that the Purchasers whose Commitments aggregate more than 50% of the aggregate of the Commitments of all Purchasers are then
funding Receivable Interests at the Alternate Base Rate, the Alternate Base Rate on such day and (b) with respect to each Receivable Interest
funded through a Liquidity Funding, the Alternate Base Rate on such day; provided that, in either case, from and after
the occurrence of an Amortization Event, the Yield Rate shall be the Default Rate.


 


“Yield Reserve” means,
for any Calculation Period, the product (expressed as a percentage) of (i) 1.5 times (ii) the Alternate Base Rate as of
the immediately preceding Cut-Off Date times (iii) a fraction the numerator of which is the highest Days Sales Outstanding
for the most recent 12 Calculation Periods and the denominator of which is 360.


 


All accounting terms not specifically
defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC in the State of New York, and not specifically
defined herein, are used herein as defined in such Article 9.


 






    I-29


     


    

 


EXHIBIT II


 


FORM OF PURCHASE NOTICE


 


---


 


AMERISOURCE RECEIVABLES
FINANCIAL CORPORATION


 


PURCHASE NOTICE


dated ______________,
20__ 


for Purchase on ________________, 20__


 


MUFG Bank, Ltd.


1221 Avenue of the Americas


New York, NY 10020


	Attention:	Securitization
    Group
	Telephone:	(212)
    405-6970
	Facsimile:	(212)
    782-6448




 


[Address to each Purchaser Agent]


 


Ladies and Gentlemen:


 


Reference is made to
the Amended and Restated Receivables Purchase Agreement dated as of April 29, 2010 (as amended, supplemented or otherwise modified from
time to time, the “Agreement”) among Amerisource Receivables Financial Corporation (the “Seller”),
AmerisourceBergen Drug Corporation, as initial Servicer, the various Purchaser Groups from time to time party thereto, and MUFG Bank,
Ltd., as Administrator. Capitalized terms defined in the Agreement are used herein with the same meanings.


 


1. 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 Purchase Date (as hereinafter defined):


 


(a)              
all applicable conditions precedent set forth in Article VI of the Agreement have been satisfied;


 


(b)              
each of its representations and warranties contained in Article V of the Agreement will be true and correct, in all material respects,
as if made on and as of the Purchase Date;


 


(c)              
no event has occurred and is continuing, or would result from the requested Purchase, that constitutes an Amortization Event or Unmatured
Amortization Event;


 


(d)              
the applicable Facility Termination Date has not occurred; and


 


(e)              
after giving effect to the Purchase requested below, (i) no Related Committed Purchaser’s aggregate Invested Amount shall exceed
its Available Commitment, (ii) no Purchaser Group’s Group Invested Amount shall exceed its Group Commitment, and (iii) the aggregate
of the Receivable Interests shall not exceed 100%.


 






    II-1


     


    

 


2. The [Servicer, on behalf of the]
Seller hereby requests that the Purchasers make a Purchase on ___________, 20__ (the “Purchase Date”) as follows:


 


	 	(a)	Purchase
  Price: $_____________




 


	 	(b)	(X)
  Ratable Share1: 




 


	 	(i)	Liberty Street Funding
    LLC’s Purchaser Group:	$	 
	 	 	 	 	 
	 	(ii)	PNC Bank, National
    Association’s Purchaser Group:	$	 
	 	 	 	 	 
	 	(iii)	Victory Receivables
    Corporation’s Purchaser Group:	$	 
	 	 	 	 	 
	 	(iv)	Wells Fargo Bank, National
    Association’s Purchaser Group:	$	 
	 	 	 	 	 
	 	(v)	Mizuho Bank, Ltd.’s Purchaser Group:	$	 
	 	 	 	 	 
	 	(vi)	Reliant Trust’s/GTA
    Funding LLC’s Purchaser Group:	$	 


 





 






1           For Purchases
based on the Ratable Share.


 






    II-2


     


    

 


	 	(Y)	Accordion Ratable Share2:	 
	 	 	 	 
	 	(i)	Liberty Street Funding LLC’s Purchaser Group:	$	 
	 	 	 	 	 
	 	(ii)	PNC Bank, National Association’s Purchaser
    Group:	$	 
	 	 	 	 	 
	 	(iii)	Victory
    Receivables Corporation’s Purchaser Group:	$	 
	 	 	 	 	 
	 	(iv)	Wells Fargo
    Bank, National Association’s Purchaser Group:	$	 
	 	 	 	 	 
	 	(v)	Mizuho
    Bank, Ltd.’s Purchaser Group:	$	 
	 	 	 	 	 
	 	(vi)	Reliant
    Trust’s/GTA Funding
    LLC’s Purchaser Group:	$	 


 


3. Please disburse the proceeds of the Purchase as follows:


 


[Apply $________ to payment
of Aggregate Unpaids due on the Purchase Date]. [Wire transfer $________ to the Facility Account.]


 





 






2             For Purchases
based on the Accordion Ratable Share.


 






    II-3


     


    

 


IN WITNESS WHEREOF, the Servicer,
on behalf of the Seller has caused this Purchase Request to be executed and delivered as of this ____ day of ___________, _____.


 


	 	[AmerisourceBergen
    Drug Corporation, as Servicer, on behalf of:] Amerisource Receivables Financial Corporation, as Seller
	 	 
	 	 
	 	By:	               
	 	Name: 	 
	 	Title:	 




 






    II-4


     


    

 


EXHIBIT III


 


PLACES OF BUSINESS OF THE SELLER PARTIES; LOCATIONS OF
RECORDS


 


Name of Seller:


 


Amerisource Receivables Financial Corporation


 


Location of Books and Records:


 


	Name of Location	Address/Location of Records
	 	 
	ChesterbrookConsho hocken	1300
    Morris Drive, Suite 100, Chesterbrook1
    West First Avenue, Conshohocken, PA 1908719428
	Orange	4000 Metropolitan Drive, Orange, CA 92868
	 	 
	ABDC Atlanta	3930 Mason Mill Road NE, Buford, GA 30518
	AtlantaABDC Amityville	1085 Satellite5500
    New Horizons Blvd., Suwanee,
    GA 30024N. Amityville, NY 11701
	ABDC Bethlehem	5100 Jaindl Blvd., Bethlehem, PA 18017
	Birmingham	172 Cahaba Valley Pkwy., Pelham, AL 35124
	ABDC Boston	101 Norfolk Street, Mansfield, MA 02048
	ABDC Chicago	1001 West Taylor Road, Romeoville, IL 60446
	ABDC Columbus	6305 LaSalle Drive, Lockbourne, OH 43137
	ABDC Columbus	6301 LaSalle Drive, Lockbourne, OH 43137
	ABDC Corona	1851 California Avenue, Corona, CA 92881
	ABDC Dallas	501 Patriot Parkway, Roanoke, TX 76262
	ABDC Denver	501 W. 44th Avenue, Denver, CO 80216
	ABDC Honolulu	238 Sand Island Access Rd. #M1, Honolulu, HI 96819
	ABDC Houston	12727 W. Airport Blvd., Sugar Land, TX 77478
	ABDC Kansas City	11200 N. Congress Ave., Kansas City, MO 64153
	MinneapolisABDC Louisville	6810 Shady
    Oak Rd., Eden Prairie, MN 553446001
    Global Distribution Way, Suite 102, Louisville, KY 40228
	ABDC Morrisville	120 Trans Air Drive, Morrisville, NC 27560
	OrlandoABDC Newburgh	2100 Directors
    Row, Orlando, FL 32809108
    Route 17K, Suite 1, Newburgh, NY 12550
	ABDC Olive Branch	12577 Stateline Road, Olive Branch, MS 38654
	PaducahABDC Orlando	322 North
    3rd Street, Paducah, KY 4200110910
    Lee Vista Blvd, Suite 401, Orlando, FL 32829
	ABDC Phoenix	1825 S.
    43rd Avenue7775
    Buckeye Rd, Suite 150, Phoenix, AZ 8500985043
	ABDC Richmond	9900 J.E.B. Stuart Pkwy., Glen Allen, VA 23059
	ABDC Sacramento	1325 West Striker Avenue, Sacramento, CA 95834
	ABDC Salt Lake City	1765 Fremont Drive, Salt Lake City, UT 84104
	ABDC Seattle	19220
    64th Avenue South, Kent2141
    S 211th St,
    Suite A, Des Moines,
    WA 9803298198
	ThorofareABDC Shakopee	100 Friars
    Blvd., Thorofare, NJ 08086500
    Innovation Drive, Shakopee, MN 55379
	Valencia	24903 Avenue Kearny, Valencia, CA 91355
	ABDC Williamston	One Industrial Park, Williamston, MI 48895
	ABDC Whitestown	4860 Indianapolis Dr, Whitestown, IN 46075


 


[Link-to-previous setting changed from on in original
to off in modified.].


 






    III-1


     


    

 


Legal, Trade and Assumed Names:


 


Amerisource Receivables Financial Corporation


 


Corporate Information Regarding the Seller


 


	Federal Tax Identification Number:	23-2999097
	Delaware Corporation Organization Number:	3031303


 


[Link-to-previous setting changed from on in original
to off in modified.].


 






    III-2


     


    

 







 


EXHIBIT IV


 


FORM OF COMPLIANCE CERTIFICATE


 


To: MUFG Bank, Ltd., as Administrator


 


This Compliance Certificate is furnished
pursuant to that certain Amended and Restated Receivables Purchase Agreement dated as of April 29, 2010 among Amerisource Receivables
Financial Corporation (the “Seller”), AmerisourceBergen Drug Corporation (the “Servicer”),
the various Purchaser Groups from time to time party thereto and MUFG Bank, Ltd., as Administrator (the “Agreement”).


 


THE UNDERSIGNED HEREBY CERTIFIES THAT:


 


1.                 
I am the duly elected _________________ of Seller.


 


2.                 
I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the
transactions and conditions of Seller and its Subsidiaries during the accounting period covered by the attached financial
statements.


 


3.                 The examinations described in paragraph 2 did
not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Amortization Event or Unmatured
Amortization Event, as each such term is defined under the Agreement, during or at the end of the accounting period covered by the attached
financial statements or as of the date of this Certificate[, except as set forth in paragraph 5 below].


 


4.                 Schedule I attached hereto sets
forth financial data and computations evidencing the compliance with Section 9.1(o) and certain covenants of the Agreement, all
of which data and computations are true, complete and correct.


 


[5.                 Described below are the exceptions,
if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action
which Seller has taken, is taking, or proposes to take with respect to each such condition or event: ____________________]


 


The foregoing certifications, together with the computations
set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered
as of ______________, 20__.


 


	 	By:	 
	 	Name: 	 
	 	Title:	 




 






    IV-1


     


    

 


SCHEDULE I TO COMPLIANCE CERTIFICATE


 


A. Schedule of Compliance as
of __________, ____ with Section ___ of the Agreement. Unless otherwise defined herein, the terms used in this Compliance Certificate
have the meanings ascribed thereto in the Agreement.


 


This schedule relates to the month ended: _______________


 






    Sch. I


     


    

 


EXHIBIT V


 


FORM OF COLLECTION ACCOUNT AGREEMENT


 


COLLECTION ACCOUNT AGREEMENT


 


_____________, 2003


 


[Collection Bank Name]


[Collection Bank Address]


 


Attn: ____________________


Fax No. (___) ______________


 


		Re:	[Name of current Lock-Box owner]/Amerisource Receivables Financial Corporation



 


Ladies and Gentlemen:


 


Reference
is hereby made to each of the [departmental] post office boxes listed on Schedule 1 hereto (each, a
 “Lock-Box”) of which [Collection Bank Name], a _________ banking association (hereinafter
 “you”), has exclusive control for the purpose of receiving mail and processing payments therefrom pursuant to the [Lock-Box
Service Agreement] dated _______________, originally by and between Amerisource Bergen Drug Corporation (the
 “Company”) and you (the “Service Agreement”).


 


1.          You hereby confirm
your agreement to perform the services described therein. Among the services you have agreed to perform therein, is to endorse all checks
and other evidences of payment received in each of the Lock-Boxes, and credit such payments to account no. _____________ (the “Lock-Box
Account”).


 


2.         The Company hereby informs you that it
has transferred to its affiliate, Amerisource Receivables Financial Corporation, a Delaware corporation (the “Seller”)
all of the Company’s right, title and interest in and to the items from time to time received in the Lock-Boxes and/or deposited
in the Lock-Box Account, but that the Company has agreed to continue to service the receivables giving rise to such items. Accordingly,
the Company and Seller hereby request that the name of the Lock-Box Account be changed to “Amerisource Receivables Financial Corporation.”
Seller hereby further advises you that it has pledged the receivables giving rise to such items to MUFG Bank, Ltd., as Administrator for
various parties (in such capacity, the “Administrator”) and has granted a security interest to the Administrator in
all of Seller’s right, title and interest in and to the Lock-Box Account and the funds therein.


 






    V-1


     


    

 


3.         Each
of the Company and Seller hereby irrevocably instructs you, and you hereby agree, that upon receiving notice from the Administrator in
the form attached hereto as Annex A:


 


(i) the name of the Lock-Box Account will
be changed to “MUFG Bank, Ltd., as Administrator” (or any designee of the Administrator), and the Administrator will
have exclusive ownership of and access to the Lock-Boxes and the Lock-Box Account, and none of the Company, Seller, nor any of their respective
affiliates will have any control of the Lock-Boxes or the Lock-Box Account or any access thereto, (ii) you will either continue to send
the funds from the Lock-Boxes to the Lock-Box Account, or will redirect the funds as the Administrator may otherwise request, (iii) you
will transfer monies on deposit in the Lock-Box Account to the following account:


 


	Bank
    Name:	Wachovia
    Bank, National Association
	Location:	Charlotte,
    North Carolina
	ABA
    Routing No.:	ABA
    # 053000219
	Credit
    Account No.:	For
    credit to Variable Funding Capital Company LLC Account #2000010384921
	Account
    Name:	CP
    Liability Account
	Reference:	VFCC/Amerisource
    Receivables Financial Corporation
	Attention:	Sherry
    McInturf, tel. (704) 715-1125




 


or to such other account as the Administrator
may specify, (iv) all services to be performed by you under the Service Agreement will be performed on behalf of the Administrator, and
(v) all correspondence or other mail which you have agreed to send to the Company or Seller will be sent to the Administrator at the following
address:


 


MUFG Bank, Ltd.


1221 Avenue of the Americas


New York, NY 10020


	Attention:	Securitization Group
	Telephone:	(212) 405-6970
	Facsimile:	(212) 782-6448




 


Moreover, upon such notice, the Administrator will have all
rights and remedies given to the Company (and Seller, as the Company’s assignee) under the Service Agreement. The Company agrees,
however, to continue to pay all fees and other assessments due thereunder at any time.


 






    V-2


     


    

 


4.
           In addition, as collateral security for Seller’s obligations to
the Administrator and certain other persons in connection with the Receivables Purchase Agreement, Seller hereby grants to the
Administrator a present and continuing security interest in (a) the Lock-Box Account, (b) all general intangibles and privileges in
respect of the Lock-Box Account, and (c) all cash, checks, money orders and other items of value of Seller now or hereafter paid,
deposited, credited, held (whether for collection, provisionally or otherwise) or otherwise, in your possession, under your control,
or in transit to you or any of your agents, bailees or custodians in respect of the Lock-Box Account, and all proceeds of the
foregoing (collectively, “Receipts”). You hereby acknowledge and agree that (i) the Administrator has
 “Control” (as contemplated in §9-104 of the applicable UCC) of the Lock-Box Account and you are required to comply
with the instructions of the Administrator directing disposition of the funds in the Lock-Box Account without further consent by
AmeriSource Corporation, the Servicer, Seller or any affiliate thereof and (ii) you shall at all times maintain the Lock-Box Account
as a “Deposit Account” (as defined in §9-102 of the applicable UCC). The Administrator hereby appoints you as the
Administrator’s bailee for the Lock-Box Account and all Receipts for the purpose of perfecting the Administrator’s
security interest in such collateral, and you hereby accept such appointment and agree to be bound by the terms of this letter
agreement. Seller hereby agrees to such appointment and further agrees that you, on behalf of the Administrator, shall be entitled
to exercise, as directed in accordance with the terms of this letter agreement, any and all rights which the Administrator may have
in connection with the transactions referenced in the first paragraph of this letter agreement or under applicable law with respect
to the Lock-Box Account, all Receipts and all other collateral described in this paragraph.


 


5.
           You hereby agree not to institute or join
any other person or entity in instituting, any suit pursuant to Title 11, United States Code, or any similar suit or proceeding under
then applicable state or federal law providing for the relief of debtors or the protection of creditors, against Seller prior to the date
which is one year and one day after payment of all obligations of Seller to the Administrator (and the parties for which it is acting
as agent) are paid in full. This section shall survive any termination of this letter agreement.


 


6.
           You hereby acknowledge that monies deposited
in the Lock-Box Account or any other account established with you by the Administrator for the purpose of receiving funds from the Lock-Boxes
are subject to the liens of the Administrator, and will not be subject to deduction, set-off, banker’s lien or any other right you
or any other party may have against the Company or Seller except that you may debit the Lock-Box Account for any items deposited therein
that are returned or otherwise not collected and for all charges, fees, commissions and expenses incurred by you in providing services
hereunder, all in accordance with your customary practices for the charge back of returned items and expenses.


 


7.
           You will be liable only for direct damages
in the event you fail to exercise ordinary care. You shall be deemed to have exercised ordinary care if your action or failure to act
is in conformity with general banking usages or is otherwise a commercially reasonable practice of the banking industry. You shall not
be liable for any special, indirect or consequential damages, even if you have been advised of the possibility of these damages.


 


8.
           The parties acknowledge that you may assign
or transfer your rights and obligations hereunder solely to a wholly-owned subsidiary of [insert name of Collection Bank’s
holding company].


 


9.
           Seller agrees to indemnify you for, and hold you harmless from, all
claims, damages, losses, liabilities and expenses, including legal fees and expenses, resulting from or with respect to this letter
agreement and the administration and maintenance of the Lock-Box Account and the services provided hereunder, including, without
limitation: (a) any action taken, or not taken, by you in regard thereto in accordance with the terms of this letter agreement, (b)
the breach of any representation or warranty made by Seller pursuant to this letter agreement, (c) any item, including, without
limitation, any automated clearinghouse transaction, which is returned for any reason, and (d) any failure of Seller to pay any
invoice or charge to you for services in respect to this letter agreement and the Lock-Box Account or any amount owing to you from
Seller with respect thereto or to the service provided hereunder.


 






    V-3


     


    

 


10.
           THIS LETTER AGREEMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER WILL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
_________, WHICH STATE SHALL BE YOUR “LOCATION” FOR PURPOSES OF THE UNIFORM COMMERCIAL CODE FROM AND AFTER JULY 1, 2002. This
letter agreement may be executed in any number of counterparts and all of such counterparts taken together will be deemed to constitute
one and the same instrument.


 


11.
           This letter agreement contains the entire agreement
between the parties, and may not be altered, modified, terminated or amended in any respect, nor may any right, power or privilege of
any party hereunder be waived or released or discharged, except upon execution by all parties hereto of a written instrument so providing.
In the event that any provision in this letter agreement is in conflict with, or is inconsistent with, any provision of the Service Agreement,
this letter agreement will exclusively govern and control. Each party agrees to take all actions reasonably requested by any other party
to carry out the purposes of this letter agreement or to preserve and protect the rights of each party hereunder.


 






    V-4


     


    

 


Please indicate your agreement to the terms of this
letter agreement by signing in the space provided below. This letter agreement will become effective immediately upon execution of a counterpart
of this letter agreement by all parties hereto.


 


	 	Very
    truly yours,
	 	 
	 	[NAME
    OF CURRENT LOCK-BOX OWNER]
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 
	 	AMERISOURCE
    RECEIVABLES FINANCIAL CORPORATION
	 	 
	 	By:	 
	 	 	Name: 	 
	 	 	Title:	 




 






    V-5


     


    

 


	Acknowledged
    and agreed to as of the date first above written:	 
	 	 
	[COLLECTION
    BANK]	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 
	MUFG
    BANK, LTD.,	 
	AS
    ADMINISTRATOR	 
	 	 
	By:	 	 
	 	Name: 	 
	 	Title:	 




 






    V-6


     


    

 


ANNEX A


 


FORM OF NOTICE


 


[On letterhead of the Administrator]


 


[Date]


 


[Collection Bank Name]


[Collection Bank Address]


 


Attn: ____________________


Fax No. (___) ______________


 


		Re:	[Name of current Lock-Box owner]/Amerisource Receivables Financial Corporation



 


Ladies and Gentlemen:


 


We hereby notify you that we are exercising our rights
pursuant to that certain letter agreement dated ____________, 2003 (the “Letter Agreement”) among [Name of current
Lock-Box Owner], Amerisource Receivables Financial Corporation, you and us, to have the name of, and to have exclusive ownership
and control of, account no. __________ identified in the Letter Agreement (the “Lock-Box Account”) maintained with
you, transferred to us. The Lock-Box Account will henceforth be a zero-balance account, and funds deposited in the Lock-Box Account should
be sent at the end of each day to the account specified in Section 3(i) of the Letter Agreement, or as otherwise directed by the undersigned.
You have further agreed to perform all other services you are performing under the “Service Agreement” (as defined in the
Letter Agreement) on our behalf.


 


We appreciate your cooperation in this matter.


 


	 	Very
    truly yours,
	 	 
	 	MUFG
    BANK, LTD., as ADMINISTRATOR
	 	 
	 	By:	 
	 	 	Title:	 




 






    Annex A


     


    

 


SCHEDULE 1


 


	LOCK-BOX POST OFFICE ADDRESS
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 




 






    Sch. 1


     


    

 


Exhibit VI


 


Form of Settlement Report


 






    VI- 1


     


    

 


EXHIBIT VII


 


FORM OF ASSUMPTION AGREEMENT


 


THIS ASSUMPTION AGREEMENT
(this “Agreement”), dated as of [________, 20__], is among AMERISOURCE RECEIVABLES FINANCIAL CORPORATION (the “Seller”),
[________], as purchaser (the “[_____] Uncommitted Purchaser”), [________], as the related committed purchaser (the “[______]
Related Committed Purchaser” and together with the Uncommitted Purchaser, the “[_____] Purchasers”), and [________],
as agent for the Purchasers (the “[______] Purchaser Agent” and together with the Purchasers, the “[_______] Purchaser
Group”).


 


BACKGROUND


 


The Seller and various others are parties
to a certain Amended and Restated Receivables Purchase Agreement dated as of April 29, 2010 (as amended, restated, supplemented or otherwise
modified through the date hereof, the “Receivables Purchase Agreement”). Capitalized terms used and not otherwise defined
herein have the respective meaning assigned to such terms in the Receivables Purchase Agreement.


 


NOW, THEREFORE, the parties hereto hereby agree as follows:


 


SECTION 1. This letter constitutes an Assumption
Agreement as defined in the Receivables Purchase Agreement. The Seller desires [the [_____] Purchasers] [the [______] Related Committed
Purchaser] to [become Purchasers under] [increase its existing Commitment under] the Receivables Purchase Agreement and upon the terms
and subject to the conditions set forth in the Receivables Purchase Agreement, the [________] Purchasers agree to [become Purchasers thereunder]
[increase its Commitment in an amount equal to the amount set forth as the “Commitment” under the signature of such [______]
Related Committed Purchaser hereto].


 


Seller hereby represents and warrants to
the [________] Purchasers as of the date hereof, as follows:


 


(i)    the representations and warranties of
the Seller contained in Section 5.1 of the Receivables Purchase Agreement are correct on and as of such dates as though made on
and as of such dates and shall be deemed to have been made on such dates;


 


(ii)   
no Amortization Event or Unmatured Amortization Event has occurred and is continuing, or would result from such transfer; and


 


(iii)   
the Facility Termination Date shall not have occurred.


 


SECTION
2. Upon execution and delivery of this Agreement by the Seller and each member of the [______] Purchaser Group, satisfaction of the
other conditions to assignment specified in the Receivables Purchase Agreement and receipt by the Administrator of counterparts of
this Agreement (whether by facsimile or otherwise) executed by each of the parties hereto, [the [_____] Purchasers shall become a
party to, and have the rights and obligations of Purchasers under, the Receivables Purchase Agreement] [the [______] Related
Committed Purchaser shall increase its Commitment in the amount set forth as the “Commitment” under the signature of the
[______] Related Committed Purchaser, hereto].


 






    VII- 1


     


    

 


[Insert Alternate Base Rate, CP Costs,
LIBO Rate and Scheduled Facility Termination Date as appropriate.]


 


SECTION 3.
Each party hereto hereby covenants and agrees that prior to the date which is one year and one day after the payment in full of all outstanding
commercial paper notes or other indebtedness of each Conduit Purchaser, it will not institute against or join any other Person in instituting
against such Conduit Purchaser any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding
under the laws of the United States or any state of the United States. The agreements set forth in this Section 3 and the parties’
respective obligations under this Section 3 shall survive the termination hereof and of the Receivables Purchase Agreement.


 


SECTION 4. No Conduit Purchaser
shall have any obligation to pay any amounts owing under the Receivables Purchase Agreement unless and until such Conduit Purchaser has
received such amounts pursuant to its portion of the Receivable Interests and such amounts are not necessary to pay outstanding commercial
paper notes or other outstanding indebtedness of such Conduit Purchaser. In addition, each party hereto hereby agrees that no liability
or obligation of any Conduit Purchaser under the Receivables Purchase Agreement for fees, expenses or indemnities shall constitute a claim
(as defined in Section 101 of Title 11 of the United States Bankruptcy Code) against such Conduit Purchaser unless such Conduit Purchaser
has received cash from its portion of the Receivable Interests sufficient to pay such amounts, and such amounts are not necessary to pay
outstanding commercial paper notes or other indebtedness of such Conduit Purchaser. The agreements set forth in this Section 4
and the parties’ respective obligations under this Section 4 shall survive the termination hereof and of the Receivables
Purchase Agreement.


 


SECTION 5. THIS AGREEMENT SHALL BE GOVERNED
BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. This Agreement may not be amended, supplemented or waived except pursuant to a writing
signed by the party to be charged. This Agreement may be executed in counterparts, and by the different parties on different counterparts,
each of which shall constitute an original, but all together shall constitute one and the same agreement.


 


(continued on following page)


 






    VII- 2


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement by their duly authorized officers as of the date first above written.


 


	 	[___________],
    as an Uncommitted Purchaser
	 	 
	 	By:	              



	 	Name
    Printed: 	 




	 	Title: 	 




 


	 	[Address]
	 	 
	 	[___________],
    as a Related Committed Purchaser
	 	 
	 	By:	                






	 	Name
    Printed: 	 





	 	Title: 	 


 


	 	[Address]
	 	[Commitment]
	 	 
	 	[_____________],
    as Purchaser Agent for [_________]
	 	 
	 	 
	 	By:	                 







	 	Name
    Printed: 	 





	 	Title: 	 


 


	 	[Address]




 






    VII- 3


     


    

 


	AMERISOURCE
    RECEIVABLES FINANCIAL CORPORATION, as Seller	 
	 	 
	 	 
	By:	               	 



	Name
    Printed:	 	 



	Title:	                 	 
	 	 
	Consented
    and Agreed:	 
	 	 
	MUFG
    BANK, LTD.,	 
	as
    Administrator	 
	 	 
	By:	 	 



	Name
    Printed:	 	 



	Title:	 	 
	 	 
	By:	 	 



	Name
    Printed:	 	 



	Title:	                    	 
	 	 
	Consented
    and Agreed:	 
	 	 
	[THE
    PURCHASERS]	 




 






    VII- 4


     


    

 


Exhibit VIII


 


Form of Transfer Supplement


with respect to


Amerisource Receivables Financial Corporation


Receivables Purchase Agreement


 


Dated as of [______ __, 20__]


 


Section 1.


 


	Commitment assigned:	$	 	 
	Assignor’s remaining Commitment:	$	 	 
	Invested Amount allocable to Commitment assigned:	$	 	 
	Assignor’s remaining Invested Amount:	$	 	 
	Discount (if any) allocable to Invested Amount assigned:	$	 	 
	Discount (if any) allocable to
    Assignor’s remaining Invested Amount:	$	 	 




 


Section 2.


 


Effective Date of this Transfer Supplement:[______ __,
20__]


 


Upon execution and delivery of this Transfer Supplement
by transferee and transferor and the satisfaction of the other conditions to assignment specified in Section 12.1 of the Receivables Purchase
Agreement (as defined below), from and after the effective date specified above, the transferee shall become a party to, and have the
rights and obligations of a Related Committed Purchaser under, the Amended and Restated Receivables Purchase Agreement dated as of April
29, 2010 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Receivables Purchase Agreement”),
among Amerisource Receivables Financial Corporation, as Seller, AmerisourceBergen Drug Corporation, as initial Servicer, MUFG Bank, Ltd.,
as Administrator, and the various purchaser groups from time to time party thereto.


 


[Insert Alternate Base Rate, CP Costs,
LIBO Rate and Scheduled Facility Termination Date as appropriate.]


 


Each party hereto
hereby covenants and agrees that prior to the date which is one year and one day after the payment in full of all outstanding commercial
paper notes or other indebtedness of each Conduit Purchaser, it will not institute against or join any other Person in instituting against
such Conduit Purchaser any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding
under the laws of the United States or any state of the United States. The agreements set forth in this paragraph and the parties’
respective obligations under this paragraph shall survive the termination hereof and of the Receivables Purchase Agreement.


 






    VIII- 1


     


    

 


No Conduit Purchaser shall have any obligation
to pay any amounts owing under the Receivables Purchase Agreement unless and until such Conduit Purchaser has received such amounts pursuant
to its portion of the Receivable Interests and such amounts are not necessary to pay outstanding commercial paper notes or other outstanding
indebtedness of such Conduit Purchaser. In addition, each party hereto hereby agrees that no liability or obligation of any Conduit Purchaser
under the Receivables Purchase Agreement for fees, expenses or indemnities shall constitute a claim (as defined in Section 101 of Title
11 of the United States Bankruptcy Code) against such Conduit Purchaser unless such Conduit Purchaser has received cash from its portion
of the Receivable Interests sufficient to pay such amounts, and such amounts are not necessary to pay outstanding commercial paper notes
or other indebtedness of such Conduit Purchaser. The agreements set forth in this paragraph and the parties’ respective obligations
under this paragraph shall survive the termination hereof and of the Receivables Purchase Agreement.


 






    VIII- 2


     


    

 


	ASSIGNOR:	[_________],
	 	as
    a Related Committed Purchaser
	 	 
	 	By:	 
	 	Name: 	          
	 	Title:	 
	 	 
	ASSIGNEE:	[_________],
	 	as
    a Related Committed Purchaser
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	[Address]




 


	Accepted
    as of date first above written:	 
	 	 
	[______],	 
	as
    Purchaser Agent for the	 
	[______]
    Purchaser Group	 
	 	 
	By:	 	 
	Name: 	 	 
	Title:	 	 




 






    VIII- 3


     


    

 






 





EXHIBIT IX


 


FORM OF SECOND AMENDED AND RESTATED PERFORMANCE UNDERTAKING


 


THIS SECOND
AMENDED AND RESTATED PERFORMANCE UNDERTAKING (this “Undertaking”), dated as of October 16, 2020,
is executed by AmerisourceBergen Corporation, a Delaware corporation (the “Performance Guarantor” ), in
favor of Amerisource Receivables Financial Corporation, a Delaware corporation (together with its successors and assigns, “Recipient”).
This Undertaking amends and restates that certain Amended and Restated Performance Undertaking, dated as of December 2, 2004, by the
Performance Guarantor and after the date hereof, all references in any Transaction Document to the Performance Undertaking shall be
deemed references to this Undertaking.


 


RECITALS


 


1.         AmerisourceBergen Drug Corporation (“ABDC”)
and ASD Specialty Healthcare, LLC (each of the foregoing, an “Originator” and collectively, the “Originators”)
and Recipient have entered into an Amended and Restated Receivables Sale Agreement, dated as of October 16, 2020 (as amended, restated
or otherwise modified from time to time, the “Sale Agreement”), pursuant to which each Originator, subject to
the terms and conditions contained therein, is selling and/or contributing its right, title and interest in its accounts receivable to
Recipient.


 


2.          Performance
Guarantor owns one hundred percent (100%) of the capital stock of each Originator and Recipient, and each Originator, and accordingly,
Performance Guarantor has and is expected to continue to receive substantial direct and indirect benefits from its sale or contribution
of receivables to Recipient pursuant to the Sale Agreement (which benefits are hereby acknowledged).


 


3.          As an inducement for Recipient to acquire
the Originators’ accounts receivable pursuant to the Sale Agreement, Performance Guarantor has agreed to guaranty the due and punctual
performance by each Originator of its obligations under the Sale Agreement, as well as the Servicing Related Obligations (as hereinafter
defined).


 


4.          Performance Guarantor wishes to guaranty
the due and punctual performance by each Originator of its obligations to Recipient under or in respect of the Sale Agreement and the
Servicing Related Obligations (as hereinafter defined), as provided herein.


 






    IX-1 


     


    

 


AGREEMENT


 


NOW, THEREFORE, Performance Guarantor hereby
agrees as follows:


 


Section 1. Definitions. Capitalized
terms used herein and not defined herein shall have the respective meanings assigned thereto in the Sale Agreement or the Receivables
Purchase Agreement (as hereinafter defined). In addition:


 


“Guaranteed
Obligations” means, collectively: (a) all covenants, agreements, terms, conditions and indemnities to be performed and
observed by each Originator under and pursuant to the Sale Agreement and each other document executed and delivered by each
Originator pursuant to the Sale Agreement, including, without limitation, the due and punctual payment of all sums which are or may
become due and owing by each Originator under the Sale Agreement, whether for fees, expenses (including counsel fees), indemnified
amounts or otherwise, whether upon any termination or for any other reason and (b) all obligations of ABDC (i) as Servicer under
Amended and Restated Receivables Purchase Agreement, dated as of April 29, 2010, by and among Recipient, as Seller,
AmerisourceBergen Drug Corporation, as Servicer, the various Purchaser Groups from time to time party thereto, and MUFG Bank, Ltd.
(f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), as Administrator (as amended, restated or otherwise modified, the “Receivables
Purchase Agreement” and, together with the Sale Agreement, the “Agreements”) or (ii) which
arise pursuant to Sections 8.2, 8.3 or 13.3(a) of the Receivables Purchase Agreement as a result of its termination as Servicer (all
such obligations under this clause (b), collectively, the “Servicing Related Obligations”).


 


Section 2. Guaranty of Performance of
Guaranteed Obligations. Performance Guarantor hereby guarantees to Recipient, the full and punctual payment and performance by each
Originator of its Guaranteed Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual
performance of all Guaranteed Obligations of each Originator under the Agreements and each other document executed and delivered by each
Originator pursuant to the Agreements and is in no way conditioned upon any requirement that Recipient first attempt to collect any amounts
owing by any Originator to Recipient, the Administrator, any Purchaser Agent or any Purchaser from any other Person or resort to any collateral
security, any balance of any deposit account or credit on the books of Recipient, the Administrator, any Purchaser Agent or any Purchaser
in favor of such Originator or any other Person or other means of obtaining payment. Should any Originator default in the payment or performance
of any of its Guaranteed Obligations, Recipient (or its assigns) may cause the immediate performance by Performance Guarantor of the Guaranteed
Obligations and cause any payment Guaranteed Obligations to become forthwith due and payable to Recipient (or its assigns), without demand
or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Performance Guarantor.
Notwithstanding the foregoing, this Undertaking is not a guarantee of the collection of any of the Receivables and Performance Guarantor
shall not be responsible for any Guaranteed Obligations to the extent the failure to perform such Guaranteed Obligations by any Originator
results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor;
provided that nothing herein shall relieve any Originator from performing in full its Guaranteed Obligations under the Agreements
or Performance Guarantor of its undertaking hereunder with respect to the full performance of such duties.


 


Section 3. Performance Guarantor’s
Further Agreements to Pay. Performance Guarantor further agrees, as the principal obligor and not as a guarantor only, to pay to Recipient
(and its assigns), forthwith upon demand in funds immediately available to Recipient, all reasonable costs and expenses (including court
costs and reasonable legal expenses) incurred or expended by Recipient in connection with the Guaranteed Obligations, this Undertaking
and the enforcement thereof, together with interest on amounts recoverable under this Undertaking from the time when such amounts become
due until payment, at a rate of interest (computed for the actual number of days elapsed based on a 360 day year) equal to the Prime Rate
of MUFG Bank, Ltd. plus 2% per annum, such rate of interest changing when and as such Prime Rate changes.


 






    IX-2 


     


    

 





Section 4. Waivers by Performance Guarantor.
Performance Guarantor waives notice of acceptance of this Undertaking, notice of any action taken or omitted by Recipient (or its assigns)
in reliance on this Undertaking, and any requirement that Recipient (or its assigns) be diligent or prompt in making demands under this
Undertaking, giving notice of any Amortization Event, other default or omission by any Originator or asserting any other rights of Recipient
under this Undertaking. Performance Guarantor warrants that it has adequate means to obtain from each Originator, on a continuing basis,
information concerning the financial condition of such Originator, and that it is not relying on Recipient to provide such information,
now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the
Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter
in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Recipient (and its assigns) shall be at
liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any
liability under this Undertaking, to deal with each Originator and with each other party who now is or after the date hereof becomes liable
in any manner for any of the Guaranteed Obligations, in such manner as Recipient in its sole discretion deems fit, and to this end Performance
Guarantor agrees that the validity and enforceability of this Undertaking, including without limitation, the provisions of Section 7 hereof,
shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to,
or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or
omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating
thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of
any Termination Event, Amortization Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement
relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration,
of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability
or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating
thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to
the payment of any payment obligations of any Originator or any part thereof or amounts which are not covered by this Undertaking even
though Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment obligations of
such Originator or to amounts which are not covered by this Undertaking; (g) the existence of any claim, setoff or other rights which
Performance Guarantor may have at any time against any Originator in connection herewith or any unrelated transaction; (h) any assignment
or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Originator to perform or comply with
any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Performance
Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section
4.


 






    IX-3 


     


    

 


Section 5. Unenforceability of
Guaranteed Obligations Against Originators. Notwithstanding (a) any change of ownership of any Originator or the insolvency,
bankruptcy or any other change in the legal status of any Originator; (b) the change in or the imposition of any law, decree,
regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the
payment when due of the Guaranteed Obligations; (c) the failure of any Originator or Performance Guarantor to maintain in full
force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in
connection with the Guaranteed Obligations or this Undertaking, or to take any other action required in connection with the
performance of all obligations pursuant to the Guaranteed Obligations or this Undertaking; or (d) if any of the moneys included in
the Guaranteed Obligations have become irrecoverable from the applicable Originator for any other reason other than final payment in
full of the payment obligations in accordance with their terms, this Undertaking shall nevertheless be binding on Performance
Guarantor. This Undertaking shall be in addition to any other guaranty or other security for the Guaranteed Obligations, and it
shall not be rendered unenforceable by the invalidity of any such other guaranty or security. In the event that acceleration of the
time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of an Originator
or for any other reason with respect to such Originator, all such amounts then due and owing with respect to the Guaranteed
Obligations under the terms of the Agreements, or any other agreement evidencing, securing or otherwise executed in connection with
the Guaranteed Obligations, shall be immediately due and payable by Performance Guarantor.


 


Section 6. Representations, Warranties
and Covenants. Performance Guarantor hereby represents and warrants to, and covenants with, Recipient that:


 


(a) Existence and Standing. Performance
Guarantor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation. Performance
Guarantor is duly qualified to do business and is in good standing as a foreign corporation, and has and holds all corporate power and
all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its
business is conducted except where the failure to so qualify or so hold could not reasonably be expected to have a material adverse effect
on its financial conditions or results of operations.


 


(b) Authorization, Execution and Delivery;
Binding Effect. The execution and delivery by Performance Guarantor of this Undertaking, and the performance of its obligations hereunder,
are within its corporate powers and authority and have been duly authorized by all necessary corporate action on its part. This Undertaking
has been duly executed and delivered by Performance Guarantor. This Undertaking constitutes the legal, valid and binding obligation of
Performance Guarantor enforceable against Performance Guarantor in accordance with its terms, except as such enforcement may be limited
by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and
by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).


 


(c) No Conflict; Government
Consent. The execution and delivery by Performance Guarantor of this Undertaking, and the performance of its obligations
hereunder, do not contravene or violate (i) its certificate or articles of incorporation or by-laws, (ii) any law, rule or
regulation 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, or (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 Lien on assets of Performance Guarantor or its Subsidiaries (except
as created hereunder) except, in any case, where such contravention or violation could not reasonably be expected to have a material
adverse effect on its financial conditions or results of operations or result in rendering any indebtedness evidenced thereby due
and payable prior to its maturity or result in the creation or imposition of any Lien pursuant to the terms of any such instrument
or agreement upon any property (now owned or hereafter acquired).


 






    IX-4 


     


    

 


(d) Financial Statements. The consolidated
financial statements of Performance Guarantor and its consolidated Subsidiaries dated as of December 31, 2002 and March 31, 2003 heretofore
delivered to Recipient have been prepared in accordance with generally accepted accounting principles consistently applied and fairly
present in all material respects the consolidated financial condition and results of operations of Performance Guarantor and its consolidated
Subsidiaries as of such dates and for the periods ended on such dates. Since the later of (i) March 31, 2003 and (ii) the last time this
representation was made or deemed made, no event has occurred which would or could reasonably be expected to have a material adverse effect
on its financial conditions or results of operations.


 


(e) Taxes. Performance Guarantor has
timely filed or caused to be filed all tax returns and reports required to have been filed and has paid or caused to be paid all taxes
required to have been paid by it, except (i) any taxes that are being contested in good faith by appropriate proceedings and for which
Performance Guarantor has set aside on its books adequate reserves or (ii) to the extent that the failure to do so could not reasonably
be expected to have a material adverse effect on its financial conditions or results of operations.


 


(f) Litigation and Contingent Obligations.
Except as disclosed in the filings made by Performance Guarantor with the Securities and Exchange Commission, there are no actions, suits
or proceedings pending or, to the best of Performance Guarantor’s knowledge threatened against or affecting Performance Guarantor
or any of its properties, in or before any court, arbitrator or other body, that could reasonably be expected to have a material adverse
effect on (i) the business, properties, condition (financial or otherwise) or results of operations of Performance Guarantor and its Subsidiaries
taken as a whole, (ii) the ability of Performance Guarantor to perform its obligations under this Undertaking, or (iii) the validity or
enforceability of any of this Undertaking or the rights or remedies of Recipient hereunder. Performance Guarantor does not have any material
Contingent Obligations not provided for or disclosed in the financial statements referred to in Section 6(d).


 


(g) Financial Covenant. Performance
Guarantor shall comply at all times with the covenant set forth in Section 6.05 of the Credit Agreement (without giving effect to any
amendment, waiver, termination, supplement or other modification thereof unless consented to by the Administrator and the Required Purchaser
Agents).


 






    IX-5 


     


    

 


Section 7. Subrogation;
Subordination. Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full
Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of Recipient, the
Administrator, any Purchaser Agent or any Purchaser against any Originator, (b) hereby waives all rights of subrogation (whether
contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient,
the Administrator, each Purchaser Agent and each Purchaser against any Originator and all contractual, statutory or legal or
equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is
defined in the Federal Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Originator that
arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff,
recoupment or counterclaim against any Originator in respect of any liability of Performance Guarantor to such Originator and (d)
waives any benefit of and any right to participate in any collateral security which may be held by Recipient, the Administrator, any
Purchaser Agent or any Purchaser. The payment of any amounts due with respect to any indebtedness of any Originator now or hereafter
owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance
Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations,
Performance Guarantor will not demand, sue for or otherwise attempt to collect any such indebtedness of any Originator to
Performance Guarantor until all of the Guaranteed Obligations shall have been paid and performed in full. If, notwithstanding the
foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any
obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as
trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of the Guaranteed Obligations
without affecting in any manner the liability of Performance Guarantor under the other provisions of this Undertaking. The
provisions of this Section 7 shall be supplemental to and not in derogation of any rights and remedies of Recipient under any
separate subordination agreement which Recipient may at any time and from time to time enter into with Performance Guarantor.


 


Section 8. Termination of Performance Undertaking.
Performance Guarantor’s obligations hereunder shall continue in full force and effect until all Aggregate Unpaids are finally paid
and satisfied in full and the Receivables Purchase Agreement is terminated; provided that this Undertaking shall continue
to be effective or shall be reinstated, as the case may be, if at any time payment or other satisfaction of any of the Guaranteed Obligations
is rescinded or must otherwise be restored or returned upon the bankruptcy, insolvency, or reorganization of any Originator or otherwise,
as though such payment had not been made or other satisfaction occurred, whether or not Recipient (or its assigns) is in possession of
this Undertaking. No invalidity, irregularity or unenforceability by reason of the federal bankruptcy code or any insolvency or other
similar law, or any law or order of any government or agency thereof purporting to reduce, amend or otherwise affect the Guaranteed Obligations
shall impair, affect, be a defense to or claim against the obligations of Performance Guarantor under this Undertaking.


 


Section 9. Effect of Bankruptcy. This
Performance Undertaking shall survive the insolvency of any Originator and the commencement of any case or proceeding by or against any
Originator under the Federal Bankruptcy Code or other federal, state or other applicable bankruptcy, insolvency or reorganization statutes.
No automatic stay under the Federal Bankruptcy Code with respect to any Originator or other federal, state or other applicable bankruptcy,
insolvency or reorganization statutes to which any Originator is subject shall postpone the obligations of Performance Guarantor under
this Undertaking.


 






    IX-6 


     


    

 





Section 10. Setoff. Regardless of the other
means of obtaining payment of any of the Guaranteed Obligations, Recipient (and its assigns) is hereby authorized at any time and from
time to time, without notice to Performance Guarantor (any such notice being expressly waived by Performance Guarantor) and to the fullest
extent permitted by law, to set off and apply any deposits and other sums against the obligations of Performance Guarantor under this
Undertaking, whether or not Recipient (or any such assign) shall have made any demand under this Undertaking and although such obligations
may be contingent or unmatured.


 


Section 11. Taxes . All payments to
be made by Performance Guarantor hereunder shall be made free and clear of any deduction or withholding. If Performance Guarantor is required
by law to make any deduction or withholding on account of tax or otherwise from any such payment, the sum due from it in respect of such
payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, Recipient receive
a net sum equal to the sum which it would have received had no deduction or withholding been made.


 


Section 12. Further Assurances. Performance
Guarantor agrees that it will from time to time, at the request of Recipient (or its assigns), provide information relating to the business
and affairs of Performance Guarantor as Recipient may reasonably request. Performance Guarantor also agrees to do all such things and
execute all such documents as Recipient (or its assigns) may reasonably consider necessary or desirable to give full effect to this Undertaking
and to perfect and preserve the rights and powers of Recipient hereunder.


 


Section 13. Successors and Assigns.
This Performance Undertaking shall be binding upon Performance Guarantor, its successors and permitted assigns, and shall inure to the
benefit of and be enforceable by Recipient and its successors and assigns. Performance Guarantor may not assign or transfer any of its
obligations hereunder without the prior written consent of each of Recipient, the Administrator and each Purchaser Agent. Without limiting
the generality of the foregoing sentence, Recipient may assign or otherwise transfer the Agreements, any other documents executed in connection
therewith or delivered thereunder or any other agreement or note held by them evidencing, securing or otherwise executed in connection
with the Guaranteed Obligations, or sell participations in any interest therein, to any other entity or other Person, and such other entity
or other Person shall thereupon become vested, to the extent set forth in the agreement evidencing such assignment, transfer or participation,
with all the rights in respect thereof granted to the beneficiaries herein.


 


Section 14. Amendments and Waivers.
No amendment or waiver of any provision of this Undertaking nor consent to any departure by Performance Guarantor therefrom shall be effective
unless the same shall be in writing and signed by Recipient, the Administrator, each Purchaser Agent and Performance Guarantor. No failure
on the part of Recipient to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.


 


Section 15. Notices.
All notices and other communications provided for hereunder shall be made in writing and shall be addressed as follows: if to
Performance Guarantor, at the address set forth beneath its signature hereto, and if to Recipient, at the addresses set forth
beneath its signature hereto, or at such other addresses as each of Performance Guarantor or any Recipient may designate in writing
to the other. Each such notice or other communication shall be effective (1) if given by telecopy, upon the receipt thereof, (2) if
given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid
or (3) if given by any other means, when received at the address specified in this Section 15.


 






    IX-7 


     


    

 


Section 16. GOVERNING LAW. THIS UNDERTAKING
SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK.


 


Section 17. CONSENT TO JURISDICTION. EACH
OF PERFORMANCE GUARANTOR AND RECIPIENT HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW
YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS UNDERTAKING, THE AGREEMENTS
OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION THEREWITH OR DELIVERED THEREUNDER AND EACH OF PERFORMANCE GUARANTOR AND RECIPIENT HEREBY
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY
WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT
SUCH COURT IS AN INCONVENIENT FORUM.


 


Section 18. Bankruptcy Petition. Performance
Guarantor hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding
senior Indebtedness of Conduit Purchaser, it will not institute against, or join any other Person in instituting against, Conduit Purchaser
any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United
States or any state of the United States.


 


Section 19. Miscellaneous. This
Undertaking constitutes the entire agreement of Performance Guarantor with respect to the matters set forth herein. The rights and
remedies herein provided are cumulative and not exclusive of any remedies provided by law or any other agreement, and this
Undertaking shall be in addition to any other guaranty of or collateral security for any of the Guaranteed Obligations. The
provisions of this Undertaking are severable, and in any action or proceeding involving any state corporate law, or any state or
federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of
Performance Guarantor hereunder would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the
amount of Performance Guarantor’s liability under this Undertaking, then, notwithstanding any other provision of this
Undertaking to the contrary, the amount of such liability shall, without any further action by Performance Guarantor or Recipient,
be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding.
Any provisions of this Undertaking which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction. Unless otherwise specified, references herein to “Section” shall mean a reference to
sections of this Undertaking.


 






    IX-8 


     


    

 





IN WITNESS WHEREOF, Performance Guarantor
has caused this Undertaking to be executed and delivered as of the date first above written.


 


	 	AMERISOURCEBERGEN CORPORATION




 


	 	By:	 







	 	Name:	 




	 	Title:	 




 


	 	Address:	 AmerisourceBergen Corporation
	 	 	1300 Morris Drive
	 	 	Chesterbrook, PA 19087
	 	Attention:	J. F. Quinn
	 	Telephone:	(610) 727-7116
	 	Facsimile:	(610) 727-3639




 






    IX-9 


     


    

 





EXHIBIT X


 


LIST OF RESPONSIBLE OFFICERS


 


RESPONSIBLE OFFICERS


 


	ENTITY	 	OFFICERS	 
	AmerisourceBergen	NAME	TITLE	 
	Steven H. Collis	Chief Executive Officer	 
	Drug Corporation	Robert P. Mauch	President	 
	 	Elizabeth S. Campbell	Executive Vice President & Chief FinancialLegal	 
	 	James F. Cleary	Officer	 
	 	John G. Chou	Executive Vice President & General CounselChief	 
	 	J.F. Quinn	Financial Officer	 
	 	Gina Clark	Senior Vice President & Corporate Treasurer	 
	 	Sun Park	Executive Vice President & Chief Communications and	 
	 	Administration Officer	 
	 	James T. Rizol	Executive Vice President & Group Chief Financial	 
	 	Officer	 
	 	Mark Spykerman	Vice President & Assistant Treasurer	 
	 	Kevin Conway	Senior Vice President & Assistant TreasurerChief	 
	 	Robert M. Norton	Information Officer	 
	 	Kourosh Q. Pirouz	Senior Vice President	 
	 	 	Assistant Secretary	 
	 	 	Senior Vice President, AssociateGroup General	 
	 	 	Counsel & Secretary	 
	 	NAME	TITLE	 
	AmeriSource	James F. Cleary	President & Chief Financial Officer	 
	Receivables	John G. Chou	Executive Vice President & General CounselChief	 
	Financial	Elizabeth S. Campbell	Legal Officer	 
	Corporation	J.F. Quinn	Senior Vice President & Corporate Treasurer	 
	 	James T. Rizol	Vice President & Assistant Treasurer	 
	 	Sheila Hawes	Vice President, Chief Privacy Officer & Assistant	 
	 	 	Secretary	 
	 	Julie Frantz	Director of Treasury	 
	 	Heather Waring	Director of Treasury	 
	 	Lazarus Krikorian	Assistant TreasurerController	 
	 	Robert M. Norton	Assistant Secretary	 
	 	Kourosh Q. Pirouz	Senior Vice President, AssociateGroup General	 
	 	 	Counsel & Secretary	 
	 	 	 	 
	ASD Specialty	NAME	TITLE	 
	Steven H. Collis	President	 
	Healthcare, LLC	Elizabeth S. Campbell	Executive Vice President & Chief Legal Officer	 
	 	James F. Cleary	Executive Vice President & Chief Financial Officer	 
	 	J.F. Quinn	Senior Vice President & Corporate Treasurer	 


 






    X-1 


     


    

 





	 	Gina Clark	Executive Vice President & Chief Communications and
	 	 	Administration Officer
	 	Sun Park	Executive Vice President & Group Chief Financial
	 	 	Officer
	 	James T. Rizol	Vice President & Assistant Treasurer
	 	Kevin Conway	Senior Vice President
	 	Robert M. Norton	Assistant Secretary
	 	Kourosh Q. Pirouz	Senior Vice President, Group General Counsel &
	 	 	Secretary


 






    X-2 


     


    

 





EXHIBIT XI


 


FORM OF INTERIM SETTLEMENT REPORT


 


Form of Interim Settlement Report


 


Amerisource Receivables
Financial Corporation


For the Period Ended:


1/00/00


 


		I.	Portfolio Information



 


		1.	Reported Ending Weekly A/R Balance	$0



 


		2.	Deduct: Ineligibles Receivables	From most
                                            recent monthly report  	$0



 


		3.	Eligible Receivables [(1 - 2)]:	$0



 


		4.	Deduct: Excess Concentrations	$0



 


		5.	Net Pool Balance [(3) - (4)]:	$0



 


		6.	Required Reserve %	From most recent monthly report  	0.0%



 


		7.	Required Reserve $ [(5) x (6)]:	$0



 


		8.	Borrowing Availability [(5) – (7)]	$0



 


		9.	CP Outstanding:	$0



 


		10.	Asset Interest [(9 + 7) / (5)] < 100%:	$0



 


		11.	Additional Availability or (Required Paydown)	$0



 


The undersigned hereby represents and warrants that the
foregoing is a true and accurate accounting with respect to outstanding receivables as of ____________ accordance with the
Receivables Purchase Agreement dated ____________ and that all representations and warranties related to such Agreement are restated
and reaffirmed.


 


	Signed:	 	 	Date:	 
	Title:	 	 	 	 	 
	 	 	 	 	 


 






    XI-1 


     


    

 


EXHIBIT XII


 


FORM OF REDUCTION NOTICE


 


______________, _____


 


MUFG Bank, Ltd.


1221 Avenue of the Americas


New York, NY 10020


	Attention:	Securitization Group
	Telephone:	(212) 405-6970
	Facsimile:	(212) 782-6448




 


[Address to each Purchaser Agent]


 


Ladies and Gentlemen:


 


Reference is hereby made to
the Amended and Restated Receivables Purchase Agreement, dated as of April 29, 2010 (as amended, supplemented or otherwise modified, the
 “Receivables Purchase Agreement”), among Amerisource Receivables Financial Corporation, as Seller, AmerisourceBergen
Drug Corporation, as Servicer, the various purchaser groups from time to time party thereto, and MUFG Bank, Ltd., as Administrator. Capitalized
terms used in this Reduction Notice and not otherwise defined herein shall have the meanings assigned thereto in the Receivables Purchase
Agreement.


 


This letter constitutes
a Reduction Notice pursuant to Section 1.3 of the Receivables Purchase Agreement. The Seller desires to reduce the Aggregate
Invested Amount on ____________, _____3 by the application of cash to pay Aggregate
Invested Amount and Yield to accrue (until such cash can be used to pay commercial paper notes) with respect to such Aggregate
Invested Amount, together with all costs related to such reduction of Aggregate Invested Amount, as follows:


 


		(a)	Reduction Amount:  $_____________



 


		(b)	(X)	 Ratable Share4: 



 


	 	(i)	Liberty Street Funding LLC’s	 
	 	 	Purchaser Group:	$_____________
	 	 	 	 
	 	(ii)	PNC Bank, National Association’s	 
	 	 	Purchaser Group:	$_____________


 


 






	3	Notice must be given at least one Business Day prior to the requested reduction
date. 
	 	 
	4	For reductions based on the Ratable Share.



 






    XII-1 


     


    

 





	 	(iii)	Victory Receivables Corporation’s	 
	 	 	Purchaser Group:	$_____________
	 	 	 	 
	 	(iv)	Wells Fargo Bank, National Association’s	 
	 	 	Purchaser Group:	$_____________
	 	 	 	 
	 	(v)	Mizuho Bank, Ltd.’s	 
	 	 	Purchaser Group:	$_____________
	 	 	 	 
	 	(vi)	Reliant Trust’s/GTA Funding LLC’s	 
	 	 	Purchaser Group:	$_____________


 


	 	(X)	Accordion
                                            Ratable Share5:



 


	 	(i)	Liberty Street Funding LLC’s	 
	 	 	Purchaser Group:	$_____________
	 	 	 	 
	 	(ii)	PNC Bank, National Association’s	 
	 	 	Purchaser Group:	$_____________
	 	 	 	 
	 	(iii)	Victory Receivables Corporation’s	 
	 	 	Purchaser Group:	$_____________
	 	 	 	 
	 	(iv)	Wells Fargo Bank, National Association’s	 
	 	 	Purchaser Group:	$_____________
	 	 	 	 
	 	(v)	Mizuho Bank, Ltd.’s	 
	 	 	Purchaser Group:	$_____________
	 	 	 	 
	 	(vi)	Reliant Trust’s/GTA Funding LLC’s	 
	 	 	Purchaser Group:	$_____________


 


 






5       For reductions
based on the Accordion Ratable Share.


 






    X-2 


     


    

 


IN WITNESS WHEREOF, the undersigned has caused
this Reduction Notice to be executed by its duly authorized officer as of the date first above written.


 


	 	AMERISOURCE RECEIVABLES FINANCIAL CORPORATION




 


	 	By:	 







	 	Name:




	 	Title:




 



    X-3 


     


    





 


EXHIBIT
XIII


 


Form
of Legend


 


“THE
RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD PURSUANT TO AN AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT, DATED AS OF OCTOBER 16, 2020,
AS THE SAME MAY FROM TO TIME TO TIME BE AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED, BETWEEN AMERISOURCEBERGEN DRUG CORPORATION,
AS ORIGINATOR, THE OTHER ORIGINATORS FROM TIME TO TIME PARTY THERETO, AND AMERISOURCE RECEIVABLES FINANCIAL CORPORATION, AS BUYER; AND
UNDIVIDED, FRACTIONAL OWNERSHIP INTERESTS IN THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO VARIOUS PURCHASERS PURSUANT TO AN AMENDED
AND RESTATED RECEIVABLES PURCHASE AGREEMENT, DATED AS OF APRIL 29, 2010, AS THE SAME MAY FROM TO TIME TO TIME BE AMENDED, RESTATED, SUPPLEMENTED
OR OTHERWISE MODIFIED, AMONG AMERISOURCE RECEIVABLES FINANCIAL CORPORATION, AS SELLER, AMERISOURCEBERGEN DRUG CORPORATION, AS INITIAL
SERVICER, THE VARIOUS PURCHASER GROUPS FROM TIME TO TIME PARTY THERETO, AND MUFG BANK, LTD., AS ADMINISTRATOR.”


 






    XIII-1


     


    

 





EXHIBIT
XIV


 


FORM
OF PURCHASE LIMIT INCREASE REQUEST


 


___________
, _____


 


MUFG
Bank, Ltd. 


1221
Avenue of the Americas


New
York, NY 10020


	Attention:	Securitization
    Group
	Telephone:	(212)
    405-6970
	Facsimile:	(212)
    782-6448




 


[Address
to each Purchaser Agent]


 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Amended and Restated Receivables Purchase Agreement, dated as of April 29, 2010 (as heretofore amended or supplemented,
the “Receivables Purchase Agreement”), among Amerisource Receivables Finance Corporation, as Seller, AmerisourceBergen
Drug Corporation, as Servicer, the various purchaser groups from time to time party thereto, and MUFG Bank, Ltd., as Administrator. Capitalized
terms used in this Purchase Limit Increase Request and not otherwise defined herein shall have the meanings assigned thereto in the Receivables
Purchase Agreement.


 


This
letter constitutes a Purchase Limit Increase Request pursuant to Section 1.1(b) of the Receivables Purchase Agreement. The Seller
desires to increase the Purchase Limit and respective Commitments of each Purchaser Group on _____, ____6 to the following
amounts:


 


	 	(a)	Purchase
Limit: $__________________
	 
	 	(b)	Ratable
Share of Each Purchaser Group:
	 
	 	 	(i)	Liberty
Street Funding LLC: $___________________
	 
	 	 	(ii)	PNC Bank,
National Association: $__________________
	 
	 	 	(iii)	Victory
Receivables Corporation: $_________________
	 
	 	 	(iv)	Wells
Fargo Bank, National Association: $___________________
	 
	 	 	(v)	Mizuho
Bank, Ltd.: $__________________
	 	 	 	 
	 	 	(vi)	Reliant
Trust/GTA Funding LLC: $__________________ 





 









	6	Notice
                                            must be given at least 15 Business Days prior to the requested increase, and must be in a
                                            minimum amount of $50,000,000.



 









    Exhibit XIV-1


     


    

 


Seller
hereby represents and warrants as of the date hereof, and as of the date of this increase, as follows:


 


(i)            the representations and warranties contained in Section V of the Receivables Purchase Agreement are correct in all material respects
on and as of such dates as though made on and as of such dates and shall be deemed to have been made on such dates; and


 


(ii)           no event has occurred and is continuing, or would result from the increase proposed hereby, that constitutes an Amortization Event or
an Unmatured Amortization Event.


 


Each
Purchaser Agent shall notify the Seller and the Administrator in writing whether it consents to this increase request within ten (10)
Business Days; provided that if any Purchaser Agent fails to so notify the Seller or the Administrator, the applicable Purchasers shall
be deemed to have refused to consent to this increase request.


 






    Exhibit XIV-2


     


    

 





IN
WITNESS WHEREOF, the undersigned has caused this Purchase Limit Increase Request to be executed by its duly authorized officer as of
the date first above written.


 


	 	AMERISOURCE
    RECEIVABLES FINANCIAL CORPORATION
	 	 
	 	By:	 
	 	Name:
	 	Title:




 






    XIV-3


     


    

 


EXHIBIT
XV


 


FORM
OF PURCHASE LIMIT DECREASE NOTICE


 


___________
, _____ 


 


MUFG
Bank, Ltd. 


1221
Avenue of the Americas


New
York, NY 10020


	Attention:	Securitization
    Group
	Telephone:	(212)
    405-6970
	Facsimile:	(212)
    782-6448




 


[Address
to each Purchaser Agent] – [PURCHASER AGENTS TO PROVIDE]


 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Amended and Restated Receivables Purchase Agreement, dated as of April 29, 2010 (as heretofore amended or supplemented,
the “Receivables Purchase Agreement”), among Amerisource Receivables Finance Corporation, as Seller, AmerisourceBergen
Drug Corporation, as Servicer, the various purchaser groups from time to time party thereto, and MUFG Bank, Ltd., as Administrator. Capitalized
terms used in this Purchase Limit Decrease Notice and not otherwise defined herein shall have the meanings assigned thereto in the Receivables
Purchase Agreement.


 


This
letter constitutes a Purchase Limit Decrease Notice pursuant to Section 1.1(b) of the Receivables Purchase Agreement. The Seller
desires to decrease the Purchase Limit and respective Commitments of each Purchaser Group on _____, ____7 to the following
amounts:


 


	 	(a)	Purchase
                                            Limit: $__________________
	 	 	 	 
	 	(b)	Ratable
                                            Share of Each Purchaser Group:
	 	 	 	 
	 		(i)	Liberty
                                            Street Funding LLC: $___________________
	 	 	 	 
	 		(ii)	PNC
                                            Bank, National Association: $__________________
	 	 	 	 
	 		(iii)	Victory
                                            Receivables Corporation: $_________________
	 	 	 	 
	 		(iv)	Wells
                                            Fargo Bank, National Association: $___________________
	 	 	 	 
	 		(v)	Mizuho
                                            Bank, Ltd.: $__________________
	 	 	 	 
	 		(vi)	Reliant
                                            Trust/GTA
                                            Funding LLC:
                                            $__________________


 









	7	Notice
                                            must be given at least ten Business Days prior to the requested decrease, and must be in
                                            a minimum amount of $50,000,000.



 










    Exhibit XV-1


     


    

 


Seller
hereby represents and warrants as of the date hereof, and as of the date of this decrease, as follows:


 


(i)            the representations and warranties contained in Section V of the Receivables Purchase Agreement are correct in all material respects
on and as of such dates as though made on and as of such dates and shall be deemed to have been made on such dates; and


 


(ii)           no event has occurred and is continuing, or would result from the increase proposed hereby, that constitutes an Amortization Event or
an Unmatured Amortization Event.


 






    Exhibit XV-2


     


    

 


IN
WITNESS WHEREOF, the undersigned has caused this Purchase Limit Decrease Notice to be executed by its duly authorized officer as of the
date first above written.


 


	 	AMERISOURCE
    RECEIVABLES FINANCIAL CORPORATION
	 	 
	 	By:	 
	 	Name:
	 	Title:


 






    XV-3


     


    

 


EXHIBIT
XVI


 


FORM
OF ACCORDION CONFIRMATION


 


___________
, _____


 


MUFG
Bank, Ltd. 


1221
Avenue of the Americas


New
York, NY 10020


	Attention:	Securitization
    Group
	Telephone:	(212)
    405-6970
	Facsimile:	(212)
    782-6448




 


[Address
to each Purchaser Agent]


 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Amended and Restated Receivables Purchase Agreement, dated as of April 29, 2010 (as heretofore amended or supplemented,
the “Receivables Purchase Agreement”), among Amerisource Receivables Finance Corporation, as Seller, AmerisourceBergen
Drug Corporation, as Servicer, the various purchaser groups from time to time party thereto, and MUFG Bank, Ltd., as Administrator. Capitalized
terms used in this Accordion Confirmation and not otherwise defined herein shall have the meanings assigned thereto in the Receivables
Purchase Agreement.


 


This
letter constitutes an Accordion Confirmation pursuant to Section 1.1(b) of the Receivables Purchase Agreement. This Accordion
Confirmation sets forth the Accordion Group Commitments as consented to by such Purchaser Group’s Purchaser Agent for the Accordion
Period beginning on _____ and ending on ____, and the resulting changes in the Purchase Limit and Group Commitments for such period.


 






    XVI-1


     


    

 





	(a)	Group
                                            Commitments



 




	Purchaser
    Group	Non-Accordion	Accordion	Group
	 	Group	Group	Commitment
	 	Commitment	Commitment	 
	 	 	 	 
	Liberty
    Street Funding LLC	$	$	 
	 	 	 	 
	PNC
    Bank, National Association	$	$	 
	 	 	 	 
	Victory
    Receivables Corporation	$	$	 
	 	 	 	 
	Wells
    Fargo Bank, National Association	$	$	 
	 	 	 	 
	Mizuho
    Bank, Ltd.	$	$	 
	 	 	 	 
	Reliant
    Trust/GTA Funding LLC	$	$	 
	 	 	 	 






 


	(b)	Ratable
                                            Share and Accordion Ratable Share of each Purchaser Group, expressed as a percentage:



 




	Purchaser
    Group	Ratable
    Share	Accordion  Ratable
	 	 	Share
	 	 	 
	Liberty
    Street Funding LLC	 	 
	 	 	 
	PNC
    Bank, National Association	 	 
	 	 	 
	Victory
    Receivables Corporation	 	 
	 	 	 
	Wells
    Fargo Bank, National Association	 	 
	 	 	 
	Mizuho
    Bank, Ltd.	 	 
	 	 	 
	Reliant
    Trust/GTA Funding LLC	 	 
	 	 	 






























 






    XVI-2


     


    

 





	(c)	Purchase
                                            Limit: $__________________





 


	 	(i)	Non-Accordion
    Purchase Limit: $__________________
	 	 	 
	 	(ii)	Accordion
    Purchase Limit: $__________________



 



Seller
hereby represents and warrants as of the date hereof, and as of the date of this increase, as follows:




 


(i)            the
representations and warranties contained in Section V of the Receivables Purchase Agreement are correct in all material respects
on and as of such dates as though made on and as of such dates and shall be deemed to have been made on such dates; and




 


(ii)           no
event has occurred and is continuing, or would result from the increase proposed hereby, that constitutes an Amortization Event or an
Unmatured Amortization Event.





 






    XVI-3


     


    

 


IN
WITNESS WHEREOF, the undersigned has caused this Accordion Confirmation to be executed by its duly authorized officer as of the date
first above written.




	 	AMERISOURCE
    RECEIVABLES FINANCIAL CORPORATION, as Seller
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	AMERISOURCEBERGEN
    DRUG CORPORATION, as initial Servicer
	 	 
	 	By:	 
	 	Name:
	 	Title:














































































 






    XVI-4


     


    

 


	 	MUFG
    BANK, LTD., as Administrator
	 	 
	 	By:	 
	 	Name:
	 	Title:


 






    XVI-5


     


    

 


	 	[PURCHASER
    AGENT FOR INCREASING PURCHASER GROUP]
	 	 
	 	By:	 
	 	Name:
	 	Title:


 









    XVI-6


     


    

 



 


EXHIBIT XVII


 


FORM OF EXCLUDED OBLIGOR REQUEST


 


___________ , _____


 


MUFG Bank, Ltd.


1221 Avenue of the Americas


New York, NY 10020


	Attention:	Securitization Group
	Telephone:	(212) 405-6970
	Facsimile:	(212) 782-6448




 


[Address to each Purchaser Agent]


 


Ladies and Gentlemen:


 


Reference is hereby made to
the Amended and Restated Receivables Purchase Agreement, dated as of April 29, 2010 (as heretofore amended or supplemented, the “Receivables
Purchase Agreement”), among Amerisource Receivables Finance Corporation, as Seller, AmerisourceBergen Drug Corporation, as Servicer,
the various purchaser groups from time to time party thereto, and MUFG Bank, Ltd., as Administrator. Capitalized terms used in this Excluded
Obligor Request and not otherwise defined herein shall have the meanings assigned thereto in the Receivables Purchase Agreement.


 


This letter constitutes an
Excluded Obligor Request pursuant to Section 13.18 of the Receivables Purchase Agreement. The Servicer, on behalf of the
Seller and each Originator, desires that the Specified Obligor shall no longer constitute an Excluded Obligor effective as of
________, 20__ (the “Excluded Obligor Date”):


 


Seller hereby represents and
warrants as of the date hereof, and as of the Excluded Obligor Date, as follows:


 


(i)             
the representations and warranties contained in Section V of the Receivables Purchase Agreement are correct in all material respects
on and as of such dates as though made on and as of such dates and shall be deemed to have been made on such dates;


 


(ii)            
no event has occurred and is continuing, or would result from the removal proposed hereby, that constitutes an Amortization Event or an
Unmatured Amortization Event; and


 


(iii)           
each of the Included Conditions (as defined in Section 13.18 of the Receivables Purchase Agreement) will be satisfied on the Excluded
Obligor Date.


 






    Exhibit XVII-1


     


    

 


As of the Excluded Obligor
Date (so long as the Administrator has countersigned this Excluded Obligor Request), each Originator does hereby sell, assign,
transfer, set-over and otherwise convey to the Seller, without recourse (except to the extent expressly provided in the Receivables
Sale Agreement), and the Seller does hereby purchase from each Originator, upon the terms and subject to the conditions set forth in
the Receivables Sale Agreement, all of each Originator’s right, title and interest in and to all Previously Excluded
Receivables (as defined below) originated by such Originator and existing as of the Excluded Obligor Date, together with all Related
Security relating thereto and all Collections thereof. After giving effect to such sale and assignment, all Previously Excluded
Receivables shall be Receivables for all purposes under the Receivables Purchase Agreement and the other Transaction Documents, and
together with all Related Security relating thereto shall have been sold, assigned or otherwise conveyed under the Receivables Sale
Agreement and subject to all representations, warranties, covenants, indemnities, deemed collections, security interest and other
provisions set forth in the Receivables Sale Agreement and the other Transaction Documents with respect to Receivables and Related
Security sold, assigned or otherwise conveyed by the Originators to the Seller under the Receivables Sale Agreement. On and after
the Excluded Obligor Date, on each day that a Receivable is originated by any Originator that would have constituted an Excluded
Receivable prior to giving effect to this Excluded Obligor Request but does not constitute an Excluded Receivable after giving
effect to this Excluded Obligor Request, such Receivable shall be sold and assigned by such Originator to the Seller on such date in
accordance with the Receivables Sale Agreement. For purposes of this Excluded Obligor Request, “Previously Excluded
Receivables” shall mean each of the Receivable (without giving effect to the exclusion of “Excluded
Receivable” from the definition thereof) that (i) constituted an Excluded Receivable prior to giving effect to this Excluded
Obligor Request, (ii) does not constitute an Excluded Receivable after giving effect to this Excluded Obligor Request and (iii) were
outstanding on or after the Excluded Obligor Date.


 






    Exhibit XVII-2


     


    

 


IN WITNESS WHEREOF, the undersigned has caused
this Excluded Obligor Request to be executed by its duly authorized officer as of the date first above written.


 


	 	AMERISOURCE
    RECEIVABLES FINANCIAL CORPORATION
	 	 
	 	 
	 	By:	                      
	 	Name:	 
	 	Title:	 
	 	 
	 	AMERISOURCEBERGEN
    DRUG CORPORATION
	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	ASD
    SPECIALTY HEALTHCARE, LLC
	 	 
	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 




 






    Exhibit XVII-3


     


    

 


	Consented
    and Agreed:	 
	 	 
	MUFG
    BANK, LTD.,	 
	as
    Administrator	 
	 	 
	 	 
	By:	 	 
	Name: 	          	 
	Title:	 	 




 






    Exhibit XVII-4


     


    

 


SCHEDULE A


 


DOCUMENTS TO BE DELIVERED


ON OR PRIOR TO
THE CLOSING DATE


 


1.                 
Executed copies of the Agreement, duly executed by the parties thereto.


 


2.                 
Copy of the Resolutions of the Board of Directors of each Seller Party and Performance Guarantor certified by its Secretary
authorizing such Person’s execution, delivery and performance of this Agreement and the other documents to be delivered by it
hereunder.


 


3.                 Articles or Certificate of Incorporation
of each Seller Party and Performance Guarantor certified by the Secretary of State of its jurisdiction of incorporation on or within thirty
(30) days prior to the initial Purchase.


 


4.                 Good Standing Certificate for each Seller
Party and Performance Guarantor issued by the Secretaries of State of its state of incorporation and each jurisdiction where it has material
operations, each of which is listed below:


 


a.                  
Seller: Delaware


 


b.                 
Servicer: Delaware


 


c.                  
Performance Guarantor: Delaware


 


5.                 A certificate of the Secretary of each
Seller Party and Performance Guarantor certifying (i) the names and signatures of the officers authorized on its behalf to execute this
Agreement and any other documents to be delivered by it hereunder and (ii) a copy of such Person’s By-Laws.


 


6.                 A favorable opinion of legal counsel
for the Seller Parties and Performance Guarantor reasonably acceptable to the Administrator and each Purchaser Agent which addresses the
following matters and such other matters as the Administrator and each Purchaser Agent may reasonably request:


 


(a)                 Each of the Seller Parties and Performance Guarantor
is a corporation duly organized, validly existing, and in good standing under the laws of the state of Delaware.


 


(b)                 Each of the Seller Parties and Performance
Guarantor has all requisite authority to conduct its business in each jurisdiction where failure to be so qualified would have a material
adverse effect on such entity’s business.


 






    Schedule A-1


     


    

 


(c)                 The execution and delivery by each of
the Seller Parties and Performance Guarantor of the Transaction Document to which it is a party and its performance of its obligations
thereunder have been duly authorized by all necessary organizational action and proceedings on the part of such entity and will not:


 


(i)                
require any action by or in respect of, or filing with, any governmental body, agency or official (other than the filing of UCC financing
statements);


 


(ii)             
contravene, or constitute a default under, any provision of applicable law or regulation or of its articles or certificate of incorporation
or bylaws or of any agreement, judgment, injunction, order, decree or other instrument binding upon such entity; or


 


(iii)           
result in the creation or imposition of any Lien on assets of such entity or any of its Subsidiaries (except as contemplated by the Transaction
Documents).


 


(d)                 Each of the Transaction Documents to which each
of the Seller Parties and Performance Guarantor is a party has been duly executed and delivered by such entity and constitutes the legally
valid, and binding obligation of such entity enforceable in accordance with its terms, except to the extent the enforcement thereof may
be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and subject also to
the availability of equitable remedies if equitable remedies are sought.


 


(e)                 Neither of the Seller Parties is an
 “investment company” within the meaning of the Investment Company Act of 1940, as amended.


 


7.                 
The Fee Letter.


 


8.                 
A Settlement Report as of March 31, 2010.


 






    Schedule A-2