Ex 10.1



 Exhibit 10.1 
 EXECUTION COPY 
 RECEIVABLES PURCHASE AGREEMENT 

DATED AS OF APRIL 17, 2013 
 AMONG 
 HSFR, INC., AS SELLER, 

HENRY SCHEIN, INC., AS INITIAL SERVICER, 
 THE VARIOUS PURCHASER GROUPS FROM TIME TO TIME PARTY HERETO 
 AND

 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, AS AGENT 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 ARTICLE I.        PURCHASE ARRANGEMENTS
	  			
			
	 Section 1.1
	 	 Purchase Facility
	  	 	1	  
			
	 Section 1.2
	 	 Incremental Purchases
	  	 	2	  
			
	 Section 1.3
	 	 Decreases
	  	 	3	  
			
	 Section 1.4
	 	 Deemed Collections; Purchase Limit
	  	 	3	  
			
	 Section 1.5
	 	 Payment Requirements and Computations
	  	 	4	  
			
	 Section 1.6
	 	 Sharing of Payments, etc.
	  	 	4	  
			
	 Section 1.7
	 	 Taxes
	  	 	5	  
		
	 ARTICLE II.        PAYMENTS AND COLLECTIONS
	  			
			
	 Section 2.1
	 	 Payments of Recourse Obligations
	  	 	5	  
			
	 Section 2.2
	 	 Collections Prior to the Facility Termination Date
	  	 	5	  
			
	 Section 2.3
	 	 Repayment on the Facility Termination Date; Collections
	  	 	6	  
			
	 Section 2.4
	 	 Payment Rescission
	  	 	7	  
		
	 ARTICLE III.        COMMERCIAL PAPER FUNDING
	  			
			
	 Section 3.1
	 	 CP Costs
	  	 	7	  
			
	 Section 3.2
	 	 Calculation of CP Costs
	  	 	7	  
			
	 Section 3.3
	 	 CP Costs Payments
	  	 	7	  
			
	 Section 3.4
	 	 Default Rate
	  	 	7	  
		
	 ARTICLE IV.        BANK FUNDINGS
	  			
			
	 Section 4.1
	 	 Bank Fundings
	  	 	7	  
			
	 Section 4.2
	 	 Yield Payments
	  	 	7	  
			
	 Section 4.3
	 	 Suspension of the LIBO Rate
	  	 	8	  
			
	 Section 4.4
	 	 Default Rate
	  	 	8	  
		
	 ARTICLE V.        REPRESENTATIONS AND WARRANTIES
	  			
			
	 Section 5.1
	 	 Representations and Warranties of the Seller
	  	 	8	  
			
	 Section 5.2
	 	 Representations and Warranties of the Seller With Respect to Each Sale of Receivables
	  	 	11	  
			
	 Section 5.3
	 	 Representations and Warranties of Servicer
	  	 	12	  
		
	 ARTICLE VI.        CONDITIONS OF PURCHASES
	  			
			
	 Section 6.1
	 	 Conditions Precedent to Initial Incremental Purchase; Closing Date
	  	 	15	  
			
	 Section 6.2
	 	 Conditions Precedent to All Purchases and Reinvestments
	  	 	15	  


  
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	 ARTICLE VII.        COVENANTS
	  			
			
	 Section 7.1
	 	 Affirmative Covenants of the Seller
	  	 	16	  
			
	 Section 7.2
	 	 Negative Covenants of the Seller
	  	 	21	  
			
	 Section 7.3
	 	 Affirmative Covenants of the Servicer
	  	 	23	  
			
	 Section 7.4
	 	 Negative Covenants of the Servicer
	  	 	26	  
		
	 ARTICLE VIII.        ADMINISTRATION AND COLLECTION
	  			
			
	 Section 8.1
	 	 Designation of Servicer
	  	 	28	  
			
	 Section 8.2
	 	 Duties of Servicer
	  	 	28	  
			
	 Section 8.3
	 	 Collection Notices
	  	 	29	  
			
	 Section 8.4
	 	 Responsibilities of Seller
	  	 	29	  
			
	 Section 8.5
	 	 Settlement Reports
	  	 	30	  
			
	 Section 8.6
	 	 Servicing Fee
	  	 	30	  
		
	 ARTICLE IX.        TERMINATION EVENTS
	  			
			
	 Section 9.1
	 	 Termination Events
	  	 	30	  
			
	 Section 9.2
	 	 Remedies
	  	 	33	  
		
	 ARTICLE X.        INDEMNIFICATION
	  			
			
	 Section 10.1
	 	 Indemnities by the Seller Parties
	  	 	33	  
			
	 Section 10.2
	 	 Increased Cost and Reduced Return
	  	 	36	  
			
	 Section 10.3
	 	 Other Costs and Expenses
	  	 	37	  
		
	 ARTICLE XI.        THE AGENTS
	  			
			
	 Section 11.1
	 	 Appointment and Authorization
	  	 	37	  
			
	 Section 11.2
	 	 Delegation of Duties
	  	 	38	  
			
	 Section 11.3
	 	 Exculpatory Provisions
	  	 	38	  
			
	 Section 11.4
	 	 Reliance by Agents
	  	 	39	  
			
	 Section 11.5
	 	 Notice of Termination Events
	  	 	39	  
			
	 Section 11.6
	 	 Non-Reliance on Agent, Purchaser Agents and Other Purchasers
	  	 	40	  
			
	 Section 11.7
	 	 Agents and Affiliates
	  	 	40	  
			
	 Section 11.8
	 	 Indemnification
	  	 	40	  
			
	 Section 11.9
	 	 Successor Agent
	  	 	41	  
		
	 ARTICLE XII.        ASSIGNMENTS AND PARTICIPATIONS
	  			
			
	 Section 12.1
	 	 Successors and Assigns; Participations; Assignments
	  	 	41	  
		
	 ARTICLE XIII.        MISCELLANEOUS
	  			
			
	 Section 13.1
	 	 Waivers and Amendments
	  	 	43	  
			
	 Section 13.2
	 	 Notices
	  	 	44	  


  
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	 Section 13.3
	 	 Protection of Agent’s Security Interest
	  	 	44	  
			
	 Section 13.4
	 	 Confidentiality
	  	 	45	  
			
	 Section 13.5
	 	 Bankruptcy Petition
	  	 	46	  
			
	 Section 13.6
	 	 Limitation of Liability
	  	 	46	  
			
	 Section 13.7
	 	 CHOICE OF LAW
	  	 	46	  
			
	 Section 13.8
	 	 CONSENT TO JURISDICTION
	  	 	47	  
			
	 Section 13.9
	 	 WAIVER OF JURY TRIAL
	  	 	47	  
			
	 Section 13.10
	 	 Integration; Binding Effect; Survival of Terms
	  	 	47	  
			
	 Section 13.11
	 	 Counterparts; Severability; Section References
	  	 	48	  
			
	 Section 13.12
	 	 Characterization
	  	 	48	  
			
	 Section 13.13
	 	 Federal Reserve
	  	 	49	  
			
	 Section 13.14
	 	 Patriot Act
	  	 	49	  


  
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	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 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 Purchase Limit Decrease Request
		
	Exhibit XIV	  	Calculation Periods
		
	Schedule A	  	Closing Documents


  
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 RECEIVABLES PURCHASE AGREEMENT 

THIS RECEIVABLES PURCHASE AGREEMENT, dated as of April 17, 2013 is entered into by and among: 

(a) HSFR, Inc., a Delaware corporation (“Seller”), 

(b) Henry Schein, Inc., a Delaware corporation (“Schein”), 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) The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent for each Purchaser Group (together with its successors and assigns in such capacity, the “Agent”). 

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. The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch has been requested and is willing to act as Agent on behalf of the Purchasers
and their assigns in accordance with the terms hereof. 
 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 Facility Termination Date, Seller may request that the Purchaser Groups purchase from Seller undivided ownership interests in the
Receivables and the associated Related Security and Collections (which interest shall be held by the Agent 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 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 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 in its sole
discretion, upon at least 45 Business Days’ written notice to the Agent (which shall promptly forward a copy to each Purchaser Agent), call and repurchase from the Purchasers all right, title and interest in the Receivables and terminate the
purchase facility in whole, or upon at least 15 Business Days’ written notice in a form set forth as Exhibit XIII (each such notice, a “Purchase Limit Decrease Notice”) to the Agent (which shall promptly forward a
copy to each Purchaser Agent) reduce in part the unused portion of the Period A Purchase Limit or Period B Purchase Limit, as applicable (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 $200,000,000); provided that each partial reduction of the Period A Purchase Limit or Period B Purchase Limit, as applicable, 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 Agent and each Purchaser Agent, be applied ratably to reduce the Group
Commitment of each Purchaser Group. 
 (c) Seller may from time to time request that the Purchaser Groups increase their
respective existing Group Commitments and, to the extent the existing Purchaser Groups do not consent to any such requested increase, Seller may add a new Purchaser Group as a party hereto; provided that (i) 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 and (ii) the prior written consent of the Agent shall be
required for any such increase or addition (such consent not to be unreasonably withheld, conditioned or delayed). 

Section 1.2 Incremental Purchases. Seller shall provide the Agent 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 $1,000,000, 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 

  
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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. 

Section 1.3 Decreases. 
 (a) Optional Reductions. Seller shall provide the Agent 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 (a) at least three (3) Business Days prior to any such proposed reduction greater than or equal to $50,000,000 and (b) at least one (1) Business Day
prior to any such proposed reduction less than $50,000,000. 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).

 (b) Mandatory Reductions. 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%. 

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 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 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 

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

  
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 then, on such day, Seller shall (I) 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 two (2) Business Days thereafter shall pay to the Collection Account the amount of any such
Collection deemed to have been received or (II) prior to the occurrence of a Termination Event, setoff the amount of such reduction or cancellation against the purchase price otherwise owed to the Applicable Originator for additional Receivables.

 (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. 
 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 (other than Yield calculated at the Prime
Rate or the Federal Funds Effective Rate, which shall be made on the basis of a year of 365 or 366 days, as the case may be). 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. 
 Section 1.6 Sharing of Payments, etc. If any Purchaser (for purpose of this
Section 1.6 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 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 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. 

  
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 Section 1.7 Taxes. 

(a) The Seller agrees that any and all payments by the Seller under this Agreement shall be made free and clear of and without deduction
for any and all current or future taxes, stamp or other taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, other than Excluded Taxes; provided that if the Seller shall be required under applicable
law to deduct any such taxes from such payments, then (i) the Seller shall make such deductions, and (ii) the Seller shall pay the full amount deducted to the relevant Official Body in accordance with applicable law, the sum payable shall
be increased as necessary so that after making all required deductions the recipient of such payment receives an amount equal to the sum it would have received had no such deductions been made. 

(b) The Agent, each Purchaser Agent (if other than the Agent) and each Purchaser agrees to provide, on or before the first date on which
any payment is required to be made to such Person under this Agreement, (i) a properly completed and duly executed Internal Revenue Service Form W-9, (ii) a properly completed, duly executed Internal Revenue Service Form W-8ECI, or
(iii) in the case of a Purchaser Agent (if other than the Agent) or a Purchaser, a properly completed, duly executed Internal Revenue Service Form W-8BEN establishing an exemption from U.S. federal withholding tax pursuant to the
“interest” article of an applicable income tax treaty. 
 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) all accrued and unpaid CP Costs on the Receivable Interests funded with Commercial
Paper on each Settlement Date; and 
 (e) 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 Facility
Termination Date. 
 (a) If at any time any Collections (including any Deemed Collections) are received in the Collection
Accounts prior to the Facility Termination Date, Seller hereby requests and each Purchaser 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 

  
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Invested Amount of the Receivable Interests of each Purchaser immediately after such receipt and corresponding Reinvestment shall be equal to the amount of such Invested Amounts immediately prior
to such receipt. Notwithstanding the foregoing, (i) all such Reinvestments shall be subject to Section 6.2 and (ii) the Servicer may retain in the Collection Accounts amounts for distribution on the following Settlement Date or
for decreases in the Aggregate Investment Amount in accordance with Section 1.3. 
 (b) On each Settlement Date
prior to the Facility Termination Date, the Servicer shall remit to each Purchaser Agent for the benefit of its Purchaser Group (or, if applicable, to the Agent 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, 
 second, ratably to the payment of all accrued and unpaid fees under
the Fee Letters (if any) that are then due and owing, 
 third, if required under
Section 1.3 or 1.4, to the ratable reduction of the Aggregate Invested Amount, 

fourth, for the ratable payment of all other unpaid Recourse Obligations, if any, that are then due and
owing, and 
 fifth, the balance, if any, to Seller or otherwise in accordance with Seller’s
instructions, provided that, after giving effect to any payment pursuant to this clause fifth, the aggregate of the Receivable Interests would be less than 100%. 
 Section 2.3 Repayment on the Facility Termination Date; Collections. 

On the 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 Facility Termination Date, the Servicer shall, on each Settlement Date and on each other Business Day specified by the Agent (after deduction of any accrued and unpaid Servicing Fee as of such
date) apply all Collections and all other amounts in the Collection Accounts to reduce the Aggregate Unpaids as follows: 
 first, to the reimbursement of the 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 (if any),

 third, ratably to the payment of all accrued and unpaid fees (if any) under the Fee Letters,

 fourth, to the ratable reduction of Aggregate Invested Amount, 

  
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 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. 
 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. 

Section 3.2 Calculation of CP Costs. Prior to each Settlement Date, 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 relevant Calculation Period and shall notify Seller of such aggregate amount. 

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 for the Calculation
Period then most recently ended in accordance with Article II. 
 Section 3.4 Default Rate. From and after
the occurrence of a Termination Event, all Receivable Interests shall accrue Yield at the Default Rate. 
 ARTICLE IV.

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

Section 4.2 Yield Payments. On the Settlement Date for each Receivable Interest that is funded with a Bank 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 Funding in accordance with Article II.


  
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 Section 4.3 Suspension of the LIBO Rate. If any Purchaser or Liquidity Provider
notifies the related Purchaser Agent that (i) it has determined that funding its ratable share of the Bank 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, (ii) deposits of a type and maturity appropriate to match fund its Bank Funding at or by reference to such LIBO Rate are not available or (iii) such LIBO Rate does not
accurately reflect the cost of acquiring or maintaining a Bank Funding at such LIBO Rate, then such Purchaser Agent shall give written notice thereof to the Seller 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 (ii) of the definition of the Alternate Base Rate. 
 Section 4.4 Default
Rate. From and after the occurrence of a Termination Event, all Bank Fundings shall accrue Yield at the Default Rate. 

ARTICLE V. 

REPRESENTATIONS AND WARRANTIES 
 Section 5.1 Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Agent, each Purchaser Agent and each Purchaser as of the date hereof and as of the
date of each Incremental Purchase and the date of each Reinvestment that: 
 (a) Organization and Qualification. The
Seller’s only jurisdiction of organization is correctly set forth in the preamble of this Agreement. The Seller is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. 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 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. 

  
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 (d) Authorizations and Filings. The Seller has obtained and holds in full force all
authorizations, consents, approvals, licenses, exemptions or other actions by, registrations, qualifications, designations, declarations or filings with, any Official Body which are necessary 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 Agent (for the benefit of the Secured Parties) will have an ownership or security interest in and to the Receivables.

 (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 name 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). 

(f) Perfection. This Agreement is effective to create a valid security interest in favor of the Agent for the benefit of the
Secured Parties in the Purchased Assets to secure payment of the Aggregate Unpaids. 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 Agent’s (on behalf of the Secured Parties) security interest in the Receivables and the other Purchased Assets (in the case of such other Purchased Assets, to the extent such security interest may be perfected by
filing a financing statement), which security interest is free and clear of any Lien except as created by the Transaction Documents. 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 material 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, in any case, could reasonably be expected to have a material adverse
effect on the financial position or results of operations of the Seller 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 Termination Event. No event has occurred and is continuing and no condition exists which constitutes a Termination Event. 

  
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 (i) Accurate and Complete Disclosure. No information (when taken as a whole)
furnished by the Seller to the Agent, 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); provided that, with respect to projected financial information of a general economic nature, and general
industry information, the Seller represents that such information was prepared in good faith based upon assumptions believed at that time. 
 (j) [Intentionally Omitted]. 
 (k) Bulk Sales Act. No transaction
contemplated hereby requires compliance with any bulk sales act or similar law. 
 (l) Litigation. 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 could reasonably be expected to 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 or, to the
knowledge of the Seller, is threatened in writing asserting the invalidity of any 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 could reasonably be expected to 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 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 material 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. 

  
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 (q) Financial Condition. 

(i) 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. 
 (ii) Since its incorporation, there has been no material
adverse change in, or a material adverse effect upon, the business, operations or financial condition of the Seller. 
 (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); provided that, with respect to projected financial
information of a general economic nature, and general industry information, the Seller represents that such information was prepared in good faith based upon assumptions believed at that time. 

(s) Investment Company. The Seller is not an “investment company” or a company “controlled by an investment
company” within the meaning of the Investment Company Act of 1940, as amended. 
 (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) Seller’s Business. The Seller has conducted no other business except as contemplated under the Transaction
Documents and has no Indebtedness or Liens, except for as permitted under the Transaction Documents. 
 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 Agent, 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 in all material respects as of the date of such Incremental Purchase. 
 (b)
Assignment. This Agreement vests in the Agent, 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. 

  
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 (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. 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 Agent, 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 required to be recorded or filed in order to perfect the security interest in the Purchased Assets 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) [Intentionally Omitted]. 
 (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(f)). 

(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 or current 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 Agent, 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 

  
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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 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. This Agreement is effective to create a valid security interest in favor of the Agent for the benefit of
the Secured Parties in the Purchased Assets to secure payment of the Aggregate Unpaids. 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 Agent’s (on behalf of the Secured Parties) security interest in the Receivables and the other Purchased Assets (in the case of such other Purchased Assets, to the extent such security interest may be perfected by
filing a financing statement), which security interest is free and clear of any Lien except as created by the Transaction Documents. Servicers’ only jurisdiction of organization is Delaware. 

(d) Authorizations and Filings. The Servicer has obtained and holds in full force all authorizations, consents, approvals,
licenses, exemptions or other actions by, registrations, qualifications, designations, declarations or filings with, any Official Body which are necessary in connection with the execution and delivery by the Servicer of or the compliance by the
Servicer with the terms and conditions hereof, to ensure the legality, validity or enforceability hereof, or to ensure that the Agent (for the benefit of the Secured Parties) will have an ownership and security interest in and to the Receivables.

 (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 material 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, in any case, could reasonably be expected to have a material adverse effect on the financial position or results of
operations of the Servicer or result in the creation or imposition of any Lien. 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 Termination Event. No event has occurred and is continuing and no condition exists which constitutes a Termination Event.


  
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 (g) Accurate and Complete Disclosure. No information (when taken as a whole)
furnished by a Responsible Officer of the Servicer to the Agent, 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); provided that, with respect to projected financial information of a general economic
nature, and general industry information, the Servicer represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at that time. 

(h) [Intentionally Omitted]. 
 (i) No Change in Ability to Perform. Since the date hereof, 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 and no material change to the Credit and Collection Policy has been made unless (i) the Agent has received prior written notice of such change and (ii) the Agent and the Required Purchaser Agents have
consented to such change if such change could reasonably be expected to have a material adverse effect on the collectibility of the Receivables generally or of any material portion of the Receivables. 

(k) Financial Condition. 
 (i) The consolidated balance sheet of the Servicer and its Consolidated Subsidiaries as at the most recent Fiscal Year end and the related statements of income and cash flows of the Servicer and its
Consolidated Subsidiaries for the fiscal year then ended, certified by BDO USA, 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 the Servicer and its Consolidated Subsidiaries as at most recent fiscal quarter end and the related unaudited statements of income and cash flows of the Servicer and its Consolidated Subsidiaries for the periods then ended are
available as a matter of public record. The Servicer will provide on the date of such public filing or the next succeeding Business Day a certificate to the Agent (which shall promptly forward a copy to each Purchaser Agent), that such balance sheet
and statements of income and cash flows fairly present in all material respects the consolidated financial position of the Servicer and its Consolidated Subsidiaries as at such date and the consolidated results of the operations of and consolidated
cash flows of the Servicer and its Consolidated Subsidiaries for the periods ended on such date, all in accordance with GAAP. 
 (ii) Since December 29, 2012, there has been no material adverse change in, or a material adverse effect upon, the business, operations or financial condition of the Servicer or the Servicer and its
Consolidated Subsidiaries taken as a whole. 
 (l) Litigation. 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 

  
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Person has been made to attempt to obtain any such decision that could reasonably be expected to 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 exists or, to the knowledge of the Servicer, is threatened in writing 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 could reasonably be expected to 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 or any material amount of such 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 or is reasonably expected to occur that, either alone or when taken together with all other such ERISA Events, could reasonably be expected to result in a material adverse effect on the business, financial condition, operations or
properties of Schein 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 Statement of Financial Accounting Standards No. 87)
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 Schein and ERISA Affiliates taken as a whole. 
 ARTICLE VI. 

CONDITIONS OF PURCHASES 
 Section 6.1 Conditions Precedent to Initial Incremental Purchase; Closing Date. The initial Incremental Purchase of a Receivable Interest under this Agreement is subject to the conditions
precedent that (a) the Agent and each Purchaser Agent shall have received on or before the date of such Purchase those documents listed on Schedule A and (b) the Agent 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 Agent and each Purchaser Agent on or prior to the date of such Purchase, in form and substance satisfactory to the Agent and each Purchaser Agent, all Settlement Reports as and when due under Section 8.5 and
(ii) upon the Agent’s or any Purchaser Agent’s request, the Servicer shall have delivered to the Agent 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 Agent 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 in all material respects on and as of the date of such Incremental Purchase or Reinvestment as though made on and
as of such Purchase Date; 

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

 (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 Agent, 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. 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 Agent and each Purchaser Agent, which right may be exercised at any time on demand of the Agent 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 Agent, each Purchaser Agent and each Purchaser as follows: 
 (a) Notice of Termination
Event. Promptly upon becoming aware of, but in any event no later than two (2) Business Days, any Termination Event or Unmatured Termination Event, the Seller shall give the Agent (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 Agent (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 be expected to materially adversely affect 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 

  
 16 









 
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 could reasonably be expected to materially adversely affect (i) the interests of the Agent, 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. 
 (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 maintain and implement administrative and operating procedures (including,
without limitation, the ability to recreate Records evidencing the Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, Records and other information, reasonably necessary or advisable
for the collection of all Receivables (including, without limitation, Records adequate to permit the identification of all Related Security and Collections and adjustments to each existing Receivable). 

(ii) The Seller will (and will cause each Originator to): (A) on or prior to the date hereof, mark its computer
records indicating that the Receivables have been sold to the Seller by the Originators and pledged to the Agent hereunder (which marking may take the form of a footnote or legend on any applicable entry screen for the Receivables data or system)
and (B) upon the request of the Agent or any Purchaser Agent following the occurrence of a Termination Event, the Seller will deliver to the Agent 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 Agent, 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) [Intentionally Omitted.] 
 (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 Agent (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 reasonably be expected to have a material adverse effect on the
financial condition or results of operations of the Seller, materially impair the ability of the Seller to perform its obligations under the Transaction Documents, or materially adversely affect the collectibility of the Receivables. 

  
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 (j) Notice of Relocation. The Seller shall give the Agent (which shall promptly
forward a copy to each Purchaser Agent) 30 days’ prior written notice of any change 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 Agent and each Purchaser Agent such other information as promptly as practicable, and in such form and detail, as the Agent 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 Agent (for the benefit of the Secured Parties), as
Seller’s assignee) under the Receivables Sale Agreement as the Agent 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 written notice
to the Seller (but not more than once per calendar year unless a Termination Event or Unmatured Termination Event has occurred and is continuing), the Seller shall permit the Agent, together with each Purchaser Agent that wants to participate, or
such Person as the Agent 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 and independent accountants. The Seller hereby authorizes such officers and independent accountants to discuss with the Agent and each Purchaser Agent, or
such Person they may designate, the affairs of the Seller. The Seller shall reimburse the Agent and each Purchaser Agent for all reasonable and documented fees, costs and out-of-pocket expenses incurred by or on behalf of the Agent and each
Purchaser Agent in connection with up to one (1) such audits and visits for each per calendar year promptly upon receipt of a written invoice therefor; provided that, following the occurrence and during the continuance of a
Termination Event or an Unmatured Termination Event, the Seller shall reimburse the Agent and each Purchaser Agent for all reasonable fees, costs and out-of-pocket expenses incurred by or on behalf of the Agent 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 Agent 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 Agent and each Purchaser Agent. 

  
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 (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 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 any use other than the corporate use of the Seller and 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) 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. 

(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. 

  
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 (viii) Ensure that no Affiliate of the Seller shall advance funds to the
Seller, other than (i) capital contributions from Schein, 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. 
 (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 GAAP 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 Schein; (D) neither the assets nor the
creditworthiness of the Seller is held out as being available for the payment of any liability of Schein; (E) each of Schein 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 Agent (which shall promptly forward a
copy to each Purchaser Agent) with the following: 
 (i) as soon as practicable and in any event within 45 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, 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 

(ii) as soon as practicable and in any event within 90 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. 
 (iii) Compliance Certificate. Together with the
financial statements required 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, as the case may be. 

  
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 Section 7.2 Negative Covenants of the Seller. Until the date on which the
Aggregate Unpaids have been indefeasibly paid in full (other than contingent obligations for which no claim has been asserted) and this Agreement terminates in accordance with its terms, the Seller hereby covenants 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 Credit and Collection Policy or otherwise with the prior written consent of the Agent, 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 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 Agent, 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 or (ii) 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 Agent 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 Agent (which shall promptly forward a copy to each Purchaser Agent) at least 30 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 Schein. The Seller shall not pay any dividends to Schein if such payment
would be prohibited under the General Corporation Law of the State of Delaware. 
 (f) Change in Payment Instructions to
Obligors. Except as may be required by the Agent (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


  
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the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless (i) the Agent (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 Agent) 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 Agent shall have consented thereto (which consent shall not be unreasonably withheld or delayed) and (iii) with respect to any changes in instructions to Obligors regarding payments, the Agent shall have consented thereto;
provided that the Servicer may make changes in instructions to Obligors regarding payments without any consent if such new instructions require such Obligor to make payments to another existing Lock-Box or Collection Account.

 (g) 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) paying its ordinary and necessary operating expenses when and as due, and (iii) making Restricted Junior Payments to the extent permitted under this Agreement. 

(h) 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 Agent 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. 
 (i) 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). 

(j) 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 (as defined in the Receivables Sale Agreement), and (iii) other current accounts payable arising in the ordinary course of business and not exceeding $25,000 at any one time and
not overdue. 
 (k) 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. 

  
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 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 Agent, each Purchaser Agent and each Purchaser as follows: 
 (a) Notice of Termination Event. Promptly upon becoming aware of, but in any event no later than two (2) Business Days, any Termination Event or Unmatured Termination Event, the Servicer shall
give the Agent (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 Agent (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
be expected to materially adversely affect 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 could reasonably be expected to materially adversely
affect (i) the interests of the Agent, 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 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. The Servicer shall maintain and implement administrative and operating procedures (including, without limitation, the ability to recreate Records evidencing the Receivables
in the event of the destruction of the originals thereof), and keep and maintain all documents, books, Records and other information reasonably necessary or advisable for the collection of all applicable Receivables (including, without limitation,
Records adequate to permit the identification of all Related Security and Collections and adjustments to each existing Receivable). Upon the request of the Agent or any Purchaser Agent, following the occurrence and continuance of a Termination
Event, the Servicer shall deliver to the Agent 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. 

  
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 (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 (including the delivery of Settlement Reports), will duly
observe and perform all material provisions, covenants and other promises required to be observed by it under the Contracts related to such Receivables, will do nothing to impair the rights, title and interest of the Agent, 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 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 Agent (which shall promptly forward a copy to each Purchaser Agent) as soon as practicable following the Agent’s request (but not more frequently than once each calendar quarter
unless a Termination Event or Unmatured Termination Event has occurred and is continuing). 
 (i) Notice of Relocation.
The Servicer shall give the Agent (which shall promptly forward a copy to each Purchaser Agent) 30 days’ prior written notice of any change 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. 
 (j)
Modification of Systems. The Servicer agrees, promptly after the replacement or any material modification of any computer, automation or other operating systems which are used to track, monitor or account for Receivables (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 Agent (which shall promptly forward a copy to each Purchaser Agent).

 (k) 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 Agent (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 reasonably be expected to materially impair the ability of the Servicer to perform its obligations under this Agreement. 
 (l) ERISA Events. Promptly upon the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to have a material adverse
effect on the business, financial condition, operations or properties of Schein and its ERISA Affiliates taken as a whole, Schein shall give the Seller a written notice specifying the nature thereof, what action Schein or any ERISA Affiliate has
taken with respect thereto and, when known by Schein, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto. 

  
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 (m) Separate Corporate Existence. As long as Schein 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 to be paid from the funds of the Seller or vice versa; (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. 
 (n) Audits.
At any time, upon reasonable notice to the Servicer (but not more than once per calendar year unless a Termination Event or Unmatured Termination Event has occurred and is continuing), the Servicer shall permit the Agent, 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 the corporate headquarters of the Servicer located at the location listed on Exhibit III in order
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 and independent accountants. The Servicer hereby authorizes such
officers and independent accountants to discuss with the Agent and each Purchaser Agent, or such Person as they may designate, the affairs of the Servicer. The Seller shall reimburse the Agent and each Purchaser Agent for all reasonable and
documented fees, costs and out-of-pocket expenses incurred by or on behalf of the Agent and each Purchaser Agent in connection with up to one (1) such audits and visits for each per calendar year promptly upon receipt of a written invoice
therefor; provided that following the occurrence and during the continuance of a Termination Event or an Unmatured Termination Event, the Seller shall reimburse the Agent and each Purchaser Agent for all reasonable fees, costs and
out-of-pocket expenses incurred by or on behalf of the Agent 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 Agent 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 Agent and each Purchaser Agent. 

(o) S.E.C. Filings. Promptly upon the written request of the Agent or any Purchaser Agent, provide to the Agent (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. 

  
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 (p) Notices. Servicer will notify the Agent (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 Schein or any of its
Subsidiaries if the aggregate amount of all judgments and decrees then outstanding against Schein and its Subsidiaries exceeds $75,000,000 and shall remain undischarged for a period of 45 consecutive days during which execution shall not be
effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Subsidiary to enforce any such judgment and after deducting (a) the amount with respect to which Schein 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 Schein or any such Subsidiary is otherwise indemnified, and (2) the institution
of any material litigation, arbitration proceeding or governmental proceeding against Schein that could reasonably be expected to have a material adverse effect on Schein; and (B) the entry of any material judgment or decree or the institution
of any material 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. The occurrence of any default by the Seller with respect to any payment obligation other than any payment obligation under the Transaction Documents in an
amount exceeding $25,000. 
 (iv) Notices under Receivables Sale Agreement. Copies of all notices to be
delivered under the Receivables Sale Agreement. 
 (q) [Intentionally Omitted]. 

(r) 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 the Servicer and its Consolidated Subsidiaries are no longer publicly available, Schein shall, within 45 or 90 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 Agent (which shall promptly forward a copy to each Purchaser Agent). 

Section 7.4 Negative Covenants of the Servicer. Until the date on which the Aggregate Unpaids have been indefeasibly paid in
full and this Agreement terminates in accordance with its terms, the Servicer hereby covenants 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 Credit and Collection Policy or otherwise with the
prior written consent of the Agent, 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 Agent, for the benefit of Secured Parties, (ii) the Liens created in 

  
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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.
Change its name, identity or corporate structure or jurisdiction of formation 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 Agent (which shall promptly forward a copy to each Purchaser Agent) at least 30 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; or make any material change to the Credit and Collection Policy unless (i) the Agent has received prior written notice of such change and (ii) the Agent and the Required Purchaser Agents have consented to such change
if such change could reasonably be expected to have a material adverse effect on the collectibility of the Receivables generally or of any material portion of the Receivables. 
 (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 Termination Event or Unmatured
Termination Event shall have occurred and be continuing. 
 (e) Change in Payment Instructions to Obligors. Except as may
be required by the Agent 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 Agent (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 Agent) 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 Agent shall have consented thereto (which consent shall not be unreasonably withheld or delayed) and (iii) with respect to any
changes in instructions to Obligors regarding payments, the Agent shall have consented thereto; provided that the Servicer may make changes in instructions to Obligors regarding payments without any consent 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. 

  
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 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. Schein is hereby designated as, and hereby agrees to perform the duties and obligations
of, the Servicer pursuant to the terms of this Agreement. The Agent may, at any time following the occurrence of a Termination Event upon five (5) Business Days’ notice, designate as Servicer any Person (including itself) to succeed Schein
or any successor Servicer. 
 (b) The Servicer may, with the prior written consent of the Agent, delegate its duties and
obligations hereunder to any subservicer (each, a “Sub-Servicer”); provided that, in each such delegation, (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer
pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable to the Agent, each Purchaser Agent and each Purchaser for the performance of the duties and obligations so delegated, (iii) the Seller and the Agent, each
Purchaser Agent and each Purchaser shall have the right to look to the Servicer (rather than the Sub-Servicer) for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Agent may terminate such agreement
upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to such Sub-Servicer). 

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 not direct any cash or payment item other than Collections to be deposited into any Lock-Box or Collection Account. If, despite such
direction, any remittances are 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 (or by it) as being the owner of such remittances. From and after the date the Agent delivers to any Collection Bank a Collection Notice pursuant to Section 8.3, the
Agent 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 Agent 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. To the extent any Collections are
received directly by the Servicer, the Servicer shall set aside and hold in trust for the account of Seller and the Secured Parties their respective shares of the Collections in accordance with Article II. 

  
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 (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 in good faith 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 Agent, any Purchaser Agent or any Purchaser under this Agreement. 
 (e) The Servicer shall hold in trust for Seller and the Agent, 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 Agent, deliver or make available to the Agent all such Records, at a place selected by the Agent. The Servicer
shall, from time to time at the request of the Agent or any Purchaser Agent, furnish to the Agent 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 Originator or Seller shall, except as otherwise
specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Agent, 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 Agent is authorized at any time after the occurrence and during the continuance of a
Termination Event to deliver the Collection Notices to the Collection Banks. Seller hereby transfers to the Agent, for the benefit of the Secured Parties, effective when the Agent 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 Agent. Seller hereby authorizes the Agent, and agrees that the
Agent 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 a Termination Event, to
enforce the Receivables, the related Contracts and the Related Security, and (iii) at any time after the occurrence and during the continuance of a Termination 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 Agent rather than Seller or Servicer. 
 Section 8.4 Responsibilities of Seller. Anything herein to the contrary notwithstanding, the exercise by the Agent, on behalf of Secured Parties, of the Agent’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 Agent, 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. 

  
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 Section 8.5 Settlement Reports. 

(a) The Servicer shall prepare and forward to the Agent (with an electronic copy to each Purchaser Agent) (i) on each Settlement
Reporting Date, a Settlement Report (certified by an Responsible Officer of the Servicer) and an electronic file of the data contained therein and (ii) at such times as the Agent or any Purchaser Agent shall request, a listing by Obligor of all
Receivables together with an aging of such Receivables; provided that, if a Termination Event or Unmatured Termination Event has occurred and is continuing, the Agent or any Purchaser Agent may request that the Servicer deliver a
Settlement Report (or a specified portion thereof) no less frequently than weekly. 
 (b) Upon the request of the Agent or any
Purchaser Agent (but not more frequently than every quarter), the Servicer shall provide in writing to the Agent (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.

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

(a) the Seller, the Servicer or the Performance Guarantor shall fail to remit or fail to cause to be remitted to the Agent, any Purchaser
Agent or any Purchaser (i) on any day when due any payment, prepayment or deposit of any amount to be remitted to reduce the Invested Amount or any portion thereof or (ii) within two (2) Business Days of becoming due, CP Costs, Yield,
fees set forth in any Fee Letter or any other Aggregate Unpaids required to be remitted to the Agent, any Purchaser Agent or any Purchaser; or 
 (b) the Seller or the Servicer shall fail to deliver any Settlement Report and such failure shall continue for three (3) Business Days after the date when such Settlement Report became due; or the
Servicer shall fail to perform its duties and obligations as Servicer under the terms of this Agreement or any other Transaction Document and such failure remains unremedied for a period of ten (10) days after either (i) any Responsible
Officer of the Servicer becomes aware thereof or (ii) written notice thereof to such Person by the Agent, any Purchaser Agent or any Purchaser; 
 (c) any representation, warranty, certification or statement made by the Seller, the Servicer or Schein under this Agreement or any other Transaction Document or in any material agreement, certificate,
report, appendix, schedule or document furnished by the Seller, the Servicer or Schein to the Agent, any Purchaser Agent or any Purchaser pursuant to or in 

  
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connection with this Agreement or any other Transaction Document shall prove to have been false or misleading in any material respect 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); or 
 (d) a
Change in Control shall occur with respect to the Performance Guarantor; (ii) Schein shall cease to (A) own 100% of the capital stock of the Seller or (B) own (directly or indirectly) 100% of the capital stock of each Originator
(other than Schein); or (iii) Schein shall (A) consolidate or merge with or into any other Person other than as permitted under Section 7.4 hereof or (B) sell, lease or otherwise transfer all or substantially all of its assets to
any other Person unless Schein is the survivor of such transaction (unless, in each of clauses (i) through (iii), consented to in writing in advance by Agent in its sole discretion); or 

(e) except as otherwise provided in this Section 9.1, the Seller or Schein 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 such Originator becomes
aware thereof or (ii) written notice thereof to such Person by the Agent, any Purchaser Agent or any Purchaser; or 
 (i) 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; (ii) Schein or any of its Consolidated Subsidiaries (other
than the Seller) shall fail to pay any Indebtedness in excess of $75,000,000 of Schein 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; (iii) 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 unless (A) BTMU is a party to such other agreement or instrument and (B) BTMU and the other requisite lenders thereunder consent to a written waiver of such
default or other event in accordance with the terms of such agreement or instrument; or (iv) a final court decision of $75,000,000 or more shall be rendered against Schein or any of its Consolidated Subsidiaries and (A) such amount remains
unpaid and (B) such amount remains undischarged for a period of 45 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of Schein
or any of its Subsidiary to enforce any such judgment; or 
 (f) (i) the average of the Delinquency Ratios, computed for each of
the immediately preceding three months, shall exceed 14.50%; (ii) the average of the Default Ratios, computed for each of the immediately preceding three months, shall exceed 2.00%; (iii) the average of the Dilution Ratios, computed for
each of the immediately preceding three months, shall exceed 6.25%; or (iv) the average of the Portfolio Turnover, computed for each of the immediately preceding three months shall exceed 45 days; or 

  
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 (g) there shall be pending any litigation, investigation or proceeding, which the Seller is
required to disclose pursuant to Section 7.1(i) hereof, which in the reasonable opinion of the Required Purchaser Agents is likely to materially adversely affect the financial position or results of operations of the Seller or Schein or
materially impair the ability of the Seller or Schein to perform its respective obligations under the Transaction Documents; or 

(h) there shall have occurred any event or change in the financial condition or operations of the Seller, the Servicer, the Performance
Guarantor or Schein which could reasonably be expected to have a material adverse effect on (i) the ability of the Seller, the Servicer, the Performance Guarantor or Schein to perform its obligations under any Transaction Document,
(ii) the legality, validity or enforceability of any Transaction Document, (iii) the Agent’s security interest in the Receivables generally or in any significant portion of such Receivables or the proceeds thereof, or (iv) the
collectibility of the Receivables generally or of any material portion of such Receivables; or 
 (i) an Event of Bankruptcy
shall occur with respect to the Seller, the Servicer, any Originator, the Performance Guarantor or any of Schein’s material subsidiaries thereof; or 
 (j) the Aggregate Invested Amount shall exceed the Purchase Limit and the Seller shall have failed to pay to each Purchaser Agent for the benefit of the related Purchasers within three (3) days 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; or 
 (k) the Aggregate Investment amount exceeds the then applicable Purchase Limit or 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 

(l) Schein resigns as Servicer; or 
 (m) Schein shall default or fail in the performance or observance of any of the covenants set forth in Section 8.1 of the Credit Agreement as in effect on September 12, 2012 (without giving
effect to any amendment, waiver, termination, supplement or other modification thereof unless consented to by the Agent); or 

(n) a final court decision for $25,000 or more shall be rendered against the Seller; or; 

(o) the Performance Guarantor shall default or fail in the performance of any covenant or agreement set forth in the Performance
Undertaking; or 
 (p) the “Termination Date” or any “Termination Event” under and as defined in the
Receivables Sale Agreement shall occur under the Receivables Sale Agreement or Schein 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 
 (q) 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 Seller Party shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability; or


  
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 (r) 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 

(s) 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 Originator 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 of ERISA with regard to any of the Purchased Assets; or 
 (t) An ERISA Event shall occur with
respect to a Pension Plan or Multiemployer Plan which has resulted in, or could be reasonably expected to have, a material adverse effect on the business, financial condition, operations or properties of Schein and the ERISA Affiliates taken as a
whole; or 
 (u) the Agent for the benefit of the Secured Parties shall cease to have a valid, perfected, first priority
security interest in the Receivables, the Related Security, any Collection Account or any Lock-Box. 
 Section 9.2
Remedies. Upon the occurrence and during the continuation of a Termination Event, the Agent may, or upon the direction of the Required Purchaser Agents 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, 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 Agent’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 Agent, 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 Agent, 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 

  
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Agent, each Purchaser Agent, each Purchaser, each Funding Source and each of the respective assigns, officers, directors, members, partners, certificateholders, agents and employees of the
foregoing (each, an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, reasonable and out-of-pocket costs and expenses and for all other amounts payable, including reasonable
attorneys’ fees (which attorneys may be employees of any Indemnified Party) and disbursements of one counsel to the affected Indemnified Parties taken as a whole (and solely in the case of any conflict of interest, one additional counsel to the
affected Indemnified Parties, taken as a whole) (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; 
 (b) Indemnified Amounts to the extent resulting from disputes solely between or among Indemnified Parties and their respective Affiliates; 

(c) 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 
 (d) 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, U.S. federal
taxes attributable to such Indemnified Party’s failure to comply with Section 1.7(b) or any U.S. federal withholding taxes imposed under FATCA (collectively, “Excluded Taxes”); 

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) 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; 

  
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 (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 Seller, the
Servicer or 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; 
 (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 Termination 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 under the Transaction Documents); 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; 

  
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 (xi) (A) any failure to vest and maintain vested in the Agent for the
benefit of the Secured Parties, or to transfer to the Agent 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) and (B) (I) any failure to vest and maintain vested in the Agent for the benefit of the Secured Parties a valid first priority perfected security interests in each Lock-Box and Collection Account, free and clear of any Lien
(except as created by the Transaction Documents) and (ii) any failure of a Collection Bank in the performance or observance of any agreement or duty applicable to it in respect of any Collection Account; 

(xii) any action or omission by any Seller Party which reduces or impairs the rights of any Indemnified Party with respect
to any Purchased Assets or the value of any Purchased Assets; 
 (xiii) any attempt by any Person to void any
Purchase or the Agent’s security interest in the Purchased Assets under statutory provisions or common law or equitable action; 
 (xiv) 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 

(xv) (A) any failure of the Seller or any Originator to pay any taxes when due and (B) any taxes related to the
Purchase of Receivables by any Purchaser, except for taxes on the income of such Purchaser. 
 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. 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 

  
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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 Agent, 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 Agent, 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 or Servicer, rating agency fees, reasonable and documented fees and out-of-pocket expenses of a single independent legal counsel with respect thereto and with
respect to providing advice as to their respective rights and remedies under this Agreement. Seller shall pay to the Agent, each Purchaser Agent and each Purchaser on demand any and all reasonable and documented costs and out-of-pocket 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 a Termination Event. 
 ARTICLE XI. 

THE AGENTS 
 Section 11.1 Appointment and Authorization. 
 (a) Each Purchaser and
Purchaser Agent hereby irrevocably designates and appoints The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as the “Agent” hereunder and authorizes the Agent to take such actions and to exercise such powers as are delegated to the
Agent hereby and to exercise such other powers as are reasonably incidental thereto. The Agent shall hold, in its name, for the benefit of each Purchaser, ratably, the Receivable Interests. The Agent 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 Agent. The Agent does not assume, nor shall
it be deemed to have assumed 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 Agent ever be required to take any
action which exposes the Agent to personal liability or which is contrary to the provisions 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 

  
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relationship with any Purchaser or other Purchaser Agent or the Agent, 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 Agent 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 Agent 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.

 (d) In performing its functions and duties hereunder, the Agent 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 Agent, or any of their respective successors and assigns. 
 Section 11.2 Delegation of
Duties. The Agent 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 Agent 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 Agent 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 Agent 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 Agent 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, Originator or any of their Affiliates. 

  
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 Section 11.4 Reliance by Agents. 

(a) Each Purchaser Agent and the Agent 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 or Servicer), independent
accountants and other experts selected by the Agent. Each Purchaser Agent and the Agent 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. 
 (b) The Agent 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 all Purchaser Agents, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Purchasers 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 related Purchasers shall agree amongst themselves as to the circumstances and procedures for removal, resignation and replacement of such Purchaser Agent.

 Section 11.5 Notice of Termination Events. Neither any Purchaser Agent nor the Agent shall be deemed to have
knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless such Purchaser Agent or Agent has received notice from any Purchaser, Purchaser Agent, the Servicer or the Seller stating that a Termination Event
or Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Agent 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 Agent), it shall promptly give notice thereof to the Agent. The Agent shall take such
action concerning a Termination Event or Unmatured Termination Event as may be directed by the Required Purchaser Agents (unless such action otherwise requires the 

  
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consent of all Purchaser Agents), but until the Agent receives such directions, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, as the Agent
deems advisable and in the best interests of the Purchasers and Purchaser Agents. 
 Section 11.6 Non-Reliance on Agent,
Purchaser Agents and Other Purchasers. Each Purchaser expressly acknowledges that none of the Agent, 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 Agent 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 Agent or such Purchaser Agent, as applicable. Each Purchaser represents and warrants to the Agent and the Purchaser Agents that, independently and without reliance upon the Agent, the 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, the 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 Agent 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
Agent or any of its officers, directors, members, partners, certificateholders, employees, agents, attorneys-in-fact or Affiliates. 
 Section 11.7 Agents and Affiliates. Each of the Purchasers and the Agent 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, the 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 Agent 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 Agent in their individual capacities. 
 Section 11.8 Indemnification. Each Related
Committed Purchaser shall indemnify and hold harmless the Agent (but solely in its capacity as Agent) 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 Agent or such Person shall be designated a party thereto) that may at any
time be imposed on, incurred by or asserted against the Agent 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 Agent or such Person as finally determined by a court of competent jurisdiction). 

  
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 Section 11.9 Successor Agent. The Agent may, upon at least five (5) days
notice to the Seller and each Purchaser and Purchaser Agent, resign as Agent. Such resignation shall not become effective until a successor agent is appointed by the Required Purchasers and has accepted such appointment. Upon such acceptance of its
appointment as Agent hereunder by a successor Agent, such successor Agent shall succeed to and become vested with all the rights and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the
Transaction Documents. After any retiring Agent’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 Agent.

 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 Agent 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 Agent 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 Agent and, so long as no Termination Event has occurred and is continuing, 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 Agent 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 

  
 41 









 
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. 
 (d) Assignments to Liquidity Providers and other Funding Source
Providers. Any Conduit Purchaser may at any time transfer or 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 transfer or 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 1.6. 

(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 a Termination 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. 
 (f) Opinions of Counsel. If required by the Agent 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 Agent or such Purchaser Agent may reasonably request. 

  
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 ARTICLE XIII. 
 MISCELLANEOUS 
 Section 13.1 Waivers and Amendments.

 (a) No failure or delay on the part of the Agent, 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) 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 Agent, 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 adversely 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 13.12, (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”, “Eligible Receivable”, “Liquidity Agreement”,
“Concentration Percentage”, “Excess Concentration”. “Purchase Limit”, “Purchase Price” or “Required 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 

(ii) without the written consent of the Agent 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 Agent or Purchaser Agent. 
 Notwithstanding any of the foregoing to the contrary, the Seller and the Agent, without the consent of any Purchaser or Purchaser Agent, may enter into any amendment, modification or wavier of any
Transaction Document, or enter into any new agreement or instrument, to (i) effect the granting, perfection, protection, expansion or enhancement of any security interest in any 

  
 43 









 
Purchased Assets for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or
so that the security interests therein comply with applicable law or (ii) correct any obvious error or omission of a technical nature, in each case that is immaterial (as reasonably determined by the Agent and the Seller), in any provision of
any Transaction Document, if the same is not objected to in writing by the Required Purchaser Agents within five (5) Business Days following receipt of notice thereof. 
 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. If the written confirmation differs from the action taken by the Agent or any Purchaser Agent, the records of such Agent or Purchaser Agent shall govern absent manifest error. 

Section 13.3 Protection of Agent’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 that the Agent or any Purchaser Agent may reasonably request, to perfect, protect or more fully evidence the Agent’s security interest in the Purchased Assets, or to enable the Agent, any Purchaser Agent
or any Purchaser to exercise and enforce their rights and remedies hereunder. At any time after the occurrence and during the continuance of a Termination Event, the Agent may, or the Agent may direct Seller or the Servicer to, notify the Obligors
of Receivables, at Seller’s expense, of the ownership or security interests of the Agent (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 Agent or its designee. 
 (b) If any Seller Party fails to perform any of its obligations
under Section 13.3(a), the Agent, 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 Agent at any time and from time to time in the sole discretion of the Agent, and appoints the Agent as its attorney-in-fact, to act on behalf of such Seller
Party, in any case only after the occurrence and during the continuance of a Termination Event, (i) to execute on behalf of Seller as debtor and to file financing statements necessary or desirable in the Agent’s sole discretion to perfect
and to maintain the perfection and priority of the interest of the Agent for the benefit of the Secured Parties in the Receivables and the other Purchased Assets and (ii) to file a carbon, photographic or other reproduction of this Agreement or
any financing statement with respect to the Receivables and the other Purchased Assets as a financing statement in such offices as the Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority
of the Agent’s security interest in the 

  
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Purchased Assets, for the benefit of the Secured Parties. The Agent 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 Agent to file financing statements and other filing or recording documents with respect to the Receivables and the other Purchased Assets (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 Agent reasonably determines appropriate to perfect or maintain the perfection of the security interest of the
Agent 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 and the other Purchased Assets (including any amendments
thereto, or continuation or termination statements thereof), without the express prior written approval by the Agent, 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 Agent in connection with the perfection of the security interests in favor of Seller or the Agent. 
 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 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), (iv) disclose such information to any rating agency rating the Commercial Paper and any other nationally recognized
statistical rating organization as contemplated in Section 17g-5 of the Securities Exchange Act of 1934 and (v) 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 further that the Persons permitted to make such disclosures under clauses (iii) and (v) 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 Termination Events and priority of payment provisions. 

(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 Agent, any Liquidity Agent, any Purchaser, any Purchaser Agent or any Funding Source by each other, (ii) by the Agent, any Liquidity Agent, any
Purchaser, any Purchaser Agent or any Funding Source to any prospective or actual 

  
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assignee or participant of any of them or (iii) by the Agent, any Liquidity Agent, any Purchaser, any Purchaser Agent or any 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
that each such Person is informed of the confidential nature of such information and agrees for the benefit of the parties hereto that such information shall be used solely in connection with such Person’s evaluation. In addition, the
Agent, any Liquidity Agent, any Purchaser, any Purchaser Agent, any 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 party hereto against any other party hereto or any 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 party hereto 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
Conduit 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. Each party hereto hereby agrees that no liability or obligation of any Conduit 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. 
 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 TO THE EXTENT
THAT THE PERFECTION OF THE OWNERSHIP INTEREST 

  
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OF SELLER OR THE OWNERSHIP OR SECURITY INTEREST OF THE AGENT (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 AGENT, 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 AGENT, ANY PURCHASER AGENT OR ANY PURCHASER OR ANY AFFILIATE OF THE AGENT, 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.

 (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, the Agent, 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. 

  
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 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 Agent (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 Agent, 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 Agent, 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 Agent or any Purchaser may from time to time acquire pursuant hereto, Seller hereby grants to the Agent, 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 Agent, 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. 
 (c) Notwithstanding Sections 13.12(a) and 13.12(b), for U.S. federal income tax purposes, the parties hereto shall treat and report the Seller’s sales, and the Purchasers’
purchases, of Receivables under the Transaction Documents as one or more secured loans made by the Purchasers to the Seller. 

  
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 Section 13.13 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 Agent 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. 
 Section 13.14 Patriot Act. To the extent applicable, each Originator, the Seller and the Servicer hereby represents and warrants that it is 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. 

<signature pages follow> 

  
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 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. 
  

					
	HSFR, INC., as Seller
		
	By:	 	 /s/ Ferdinand G. Jahnel

		 	Name:	 	Ferdinand G. Jahnel
		 	Title:	 	Treasurer


 
			
		
	Address:	 	HSFR, Inc.
		 	135 Duryea Road
		 	Melville, New York 11747
	Attention:	 	Chief Financial Officer
	Facsimile:	 	(631) 843-5541
		
	With a copy to:	 	Proskauer Rose LLP
		 	Eleven Times Square
		 	New York, New York 10036
	Attention:	 	Ron D. Franklin, Esq.
	Facsimile:	 	(212) 969-2900



  

					
		 	S-1	 	Receivables Purchase Agreement









 
					
	HENRY SCHEIN, INC.,
	as Servicer
		
	By:	 	 /s/ Steven Paladino

		 	Name:	 	Steven Paladino
		 	Title:	 	Executive Vice President and Chief
		 		 	Financial Officer


 
			
		
	Address:	 	Henry Schein, Inc.
		 	135 Duryea Road
		 	Melville, New York 11747
	Attention:	 	Chief Financial Officer
	Facsimile:	 	(631) 843-5541
		
	With a copy to:	 	Proskauer Rose LLP
		 	Eleven Times Square
		 	New York, New York 10036
	Attention:	 	Ron D. Franklin, Esq.
	Facsimile:	 	(212) 969-2900



  

					
		 	S-2	 	Receivables Purchase Agreement









 
					
	 THE BANK OF TOKYO-MITSUBISHI UFJ,
 LTD., NEW YORK BRANCH, as Agent

		
	By:	 	 /s/ Richard Gregory Hurst

		 	Name:	 	Richard Gregory Hurst
		 	Title:	 	Director


 
			
		
	Address:	 	 The Bank of Tokyo-Mitsubishi UFJ,
 Ltd., New York Branch
 1251 Avenue of the Americas, 12th
 Floor
 New York, New York 10020-1104

	Attention:	 	Securitization Department
	Telephone:	 	(212) 782-6957
	Facsimile:	 	(212) 782-6448



  

					
		 	S-3	 	Receivables Purchase Agreement









 
					
	 VICTORY RECEIVABLES CORPORATION, as
 an Uncommitted Purchaser

		
	By:	 	 /s/ David V. DeAngelis

		 	Name:	 	David V. DeAngelis
		 	Title:	 	Vice President


 
			
		
	Address:	 	Victory Receivables Corporation
		 	c/o Global Securitization Services, LLC
		 	114 West 47th Street, Suite 2310
		 	New York, New York 10036
	Attention:	 	Frank B. Bilotta
	Telephone:	 	(212) 295-2777
	Facsimile:	 	(212) 302-8767
		
	With a copy to:	 	The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch
		 	1251 Avenue of the Americas, 12th Floor
		 	New York, New York 10020-1104
	Attention:	 	Securitization Department
	Telephone:	 	(212) 782-6957
	Facsimile:	 	(212) 782-6448


 
					
	
	 THE BANK OF TOKYO-MITSUBISHI UFJ,
 LTD., NEW YORK BRANCH, as Purchaser Agent
 for Victory Receivables Corporation

		
	By:	 	 /s/ Richard Gregory Hurst

		 	Name:	 	Richard Gregory Hurst
		 	Title:	 	Director


 
			
		
	Address:	 	 The Bank of Tokyo-Mitsubishi

UFJ, Ltd., New York Branch

		 	 1251 Avenue of the Americas, 12th

Floor

		 	New York, New York 10020-1104
	Attention:	 	Securitization Department
	Telephone:	 	(212) 782-6957
	Facsimile:	 	(212) 782-6448



  

					
		 	S-4	 	Receivables Purchase Agreement









 
					
	 THE BANK OF TOKYO-MITSUBISHI UFJ,
 LTD., NEW YORK BRANCH, as Related
 Committed Purchaser for Victory Receivables
Corporation

		
	By:	 	 /s/ Brian McNany

		 	Name:	 	B. McNany
		 	Title:	 	Vice President


 
			
		
	Address:	 	 The Bank of Tokyo-Mitsubishi UFJ,
 Ltd., New York Branch

		 	 1251 Avenue of the Americas, 12th

Floor

		 	New York, New York 10020-1104
	Attention:	 	Securitization Department
	Telephone:	 	(212) 782-6957
	Facsimile:	 	(212) 782-6448


 
			
	
	Period A Purchase Commitment: $250,000,000
	Period B Purchase Commitment: $300,000,000



  

					
		 	S-5	 	Receivables Purchase Agreement









 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): 
 “Account Disclosure Letter” means that certain letter from the Seller and the Servicer to the Agent and each Purchaser Agent, setting forth each Lock-Box and Collection Account to
which Collections are remitted. 
 “Adjusted Dilution Ratio” means, as of any day, the average of the
Dilution Ratios for the preceding twelve Calculation Periods. 
 “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. 

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

“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,
the rate per annum equal to (i) 1.50% above the LIBO Rate or (ii) if the LIBO Rate is not available in accordance with Section 4.3, the greater of (x) the Prime Rate and (y) one-half of one percent (0.50%)
above the Federal Funds Effective Rate. 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. 

“Applicable Spread” has the meaning set forth in the Fee Letter. 

“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. 

  
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 “Assumption Agreement” means an agreement substantially in the form
set forth in Exhibit VII to the Agreement. 
 “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 hereunder or 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 through the issuance of Commercial Paper. 
 “Bank Rate” means, with respect to each Receivable Interest that is funded through a Bank Funding, (a) the LIBO Rate or (b) if the LIBO Rate is not available in
accordance with Section 4.3, the Alternate Base Rate. 
 “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 the Yield Rate and based upon the LIBO Rate, on any date other than the Settlement Date or (ii) does not become subject to an Aggregate Reduction following the delivery of any Reduction Notice or (iii) is assigned by any Conduit
Purchaser to the Liquidity Providers under the related Liquidity Agreement or terminated prior to the date on which it was originally scheduled to end; an amount equal to the excess, if any, of (A) the CP Costs or Yield (as applicable) that
would have accrued during the remainder of the Interest Periods or the tranche periods for Commercial Paper determined by the applicable Purchaser Agent to relate to such Receivable Interest (as applicable) subsequent to the date of such reduction,
assignment or termination (or in respect of clause (ii) above, the date such Aggregate Reduction was designated to occur pursuant to the Reduction Notice) of the Invested Amount of such Receivable Interest if such reduction, assignment
or termination had not occurred or such Reduction Notice had not been delivered, over (B) the sum of (x) to the extent all or a portion of such Invested Amount is allocated to another Receivable Interest, the amount of CP Costs or Yield
actually accrued during the remainder of such period on such Invested Amount for the new Receivable Interest, and (y) to the extent such Invested Amount is not allocated to another Receivable Interest, the income, if any, actually received
during the 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. 

 “BTMU” means The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, in its individual capacity
and its successors. 
 “Business Day” means any day on which banks are not authorized or required to
close in New York, New York, and The Depository Trust Company of New York is open for business, 

  
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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 market. 
 “Calculation Period” means each accounting month specified
on Exhibit XIV. 
 “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. 

“Change in Control” means any Person or “group” (within the meaning of Section 13(d)
or 14(d) of the Securities Exchange Act of 1934, as amended) (A) shall have acquired beneficial interest of 50% or more of any outstanding class of equity interests having ordinary voting power in the election of the directors of Schein (other
than the aggregate beneficial ownership of the Persons who are officers or directors of Schein as of September 12, 2012) or (B) shall obtain (i) the power (whether or not exercised) to elect a majority of Schein’s directors or
(ii) the board of directors of Schein shall not consist of a majority of Continuing Directors. 
 “Closing
Date” April 17, 2013. 
 “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 Agent and a Collection Bank. 

“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
Agent 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 Transfer Supplement 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 in the Period A Purchase Limit or
Period B Purchase Limit, as applicable, pursuant to Section 1.1(b). 

  
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 “Commitment Percentage” means, for each Related Committed Purchaser
in a Purchaser Group, such Related Committed Purchaser’s Commitment divided by the total of all Commitments of all Related Committed Purchasers in such Purchaser Group. 
 “Concentration Percentage” means (i) for any Group A Obligor, 10.00%, (ii) for any Group B Obligor, 10.00%, (iii) for any Group C Obligor, 5.00% and (iv) for
any Group D Obligor, 2.50%. 
 “Conduit Purchasers” means each Purchaser that is a commercial paper
conduit. 
 “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. 

“Continuing Directors” means, as to Schein, the directors of Schein as of September 12, 2012,
and each other director of Schein whose nomination for election to the Board of Directors of Schein is recommended by a majority of the then Continuing Directors. 
 “Contract” means, with respect to any Receivable, any and all instruments, agreements, invoices or other writings pursuant to which such Receivable arises or which evidence such
Receivable. 
 “Contractual Dilution” means any amount by which a Receivable is reduced prior to payment
by the relevant Obligor as a result of allowances, discounts, sales programs or rebates which are customary and specified in a sales contract or applicable obligor program. 
 “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) or (b) 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 Agent from time to time. As used in this definition, 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


  
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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. 
 “Credit
Agreement” means that certain Credit Agreement, dated as of September 12, 2012, among Schein, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, HSBC Bank USA, National Association, as
syndication agent and U.S. Bank National Association, BTMU, UniCredit Bank AG and The Bank of New York Mellon, as co-documentation agents, as amended, restated, supplemented or otherwise modified from time to time. 

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

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

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

“Default Rate” means a rate per annum equal to the sum of (a) Prime Rate and (b) 1.50%. 

“Default Ratio” means, as of any Cut-Off Date, the ratio (expressed as a percentage) computed by dividing
(i) the aggregate Outstanding Balance of Receivables which became Defaulted Receivables during the Calculation Period that includes such Cut-Off Date by (ii) the aggregate Outstanding Balance of Receivables originated by the Originators
during the Calculation Period occurring four (4) 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 more than
ninety (90) days but equal to or less than one hundred and twenty (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)). 

“Delinquency Ratio” means, as of any Cut-Off Date, the ratio (expressed as a percentage) computed by dividing
(i) the aggregate Outstanding Balance of Receivables which became Delinquent Receivables during the Calculation Period ending on such Cut-Off Date by (ii) the aggregate Outstanding Balance of all Receivables as of such Cut-Off Date.


  
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 “Delinquent Receivable” means a Receivable (other than a Defaulted
Receivable) as to which any payment, or part thereof, remains unpaid for more than 60 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)). 

“Diluted Receivable” means a Receivable which in whole or in part has become a subject of reduction as a result
of returned products, defect, dispute, warranty, cash discounts, allowances, rebates, rejections, set off, netting, deficit, failure to perform on the part of the related Originator, adjustment, or any other reason besides reasons pertaining to the
credit worthiness of the related Obligor. 
 “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 date, a ratio (expressed as a percentage), computed as of the last day of the
most recently ended Calculation Period by dividing (i) the sum of the aggregate amount of gross sales of the Originators generated during the two (2) most recently ended Calculation Periods by (ii) the amount equal to the
Non-Defaulted Receivables Balance as of the last day of the most recently ended Calculation Period. 

“Dilution Ratio” means, as of any Cut-Off Date, a ratio (expressed as a percentage) computed by dividing
(i) the aggregate Outstanding Balance of Receivables that became Diluted Receivables (excluding any portion thereof constituting Contractual Dilution) during the Calculation Period ending on such Cut-Off Date by (ii) the aggregate
Outstanding Balance of Receivables generated by the Originators during the Calculation Period immediately prior to the Calculation Period ending on such Cut-Off Date. 
 “Dilution Reserve Floor Percentage” means the product of: 

ADR x DHR 

where: 
 ADR = Adjusted Dilution Ratio; 
 DHR = Dilution Horizon Ratio. 

“Dilution Spike” means, at any time, the highest three (3) month average Dilution Ratio observed over the
previous 12 months. 
 “Dilution Volatility Ratio” means the product of: 

((DS – ADR) x DS/ADR) 
 where: 
 ADR = Adjusted Dilution Ratio; 

DS = Dilution Spike 

  
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 “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. 

“Dynamic Dilution Reserve Percentage” means, at any time, a percentage calculated as follows: 

((SF x ADR) + DVR) x DHR 
 where: 
 SF = stress factor of 2.00; 

ADR = Adjusted Dilution Ratio; 
 DVR = Dilution Volatility Ratio; 
 DHR = Dilution Horizon Ratio. 

“Dynamic Loss Reserve Percentage” means, at any time, the product of: 

SF x LR x LHR 

where: 
 SF = stress factor of 2.00; 
 LR = the highest three-month average Loss Ratio over
the past 12 months; 
 LHR = Loss Horizon Ratio. 
 “Eligible Receivable” means, at any time, a Receivable: 
 (a) which, together with the related Contract, 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 “payment 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 Agent’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; 

  
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 (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 Agent, 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 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;
provided that (1) if such Dispute, offset, counterclaim, defense or contra accounts affects only a portion of the Outstanding Balance of such Receivable or (2) if such Receivable is subject to Contractual Dilution then such
Receivable may be deemed an Eligible Receivable to the extent of the portion of such Outstanding Balance which is not so affected; 
 (f) which provides for payment in Dollars and is to be paid in the United States by the related Obligor; 
 (g) with respect to which the related Contract directs (or the Servicer has directed) 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 (i) for which no more than 35% of the aggregate Outstanding Balances of Receivables
owed by such Obligor are greater than 90 days past due and (ii) which 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 Agent and the Required Purchaser Agents; 
 (k) which has a related Obligor that is a Person domiciled in the
United States of America; provided that Receivables owed by Obligors not domiciled in the United States are permitted to be Eligible Receivables if the related Obligor is a resident of an OECD country; 

(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 Seller or Agent for the benefit of the Purchasers, or the pledge of the security interest to the Agent (for the benefit of the Secured Parties), hereunder unlawful, invalid or
unenforceable and which is not subject to any legal limitation on transfer; 

  
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 (m) which (i) immediately prior to the sale of such Receivable to the
Seller under and in accordance with the Receivables Sale Agreement, was owned solely by the Applicable Originator free and clear of all Liens, except for the Lien arising in connection with the Receivables Sale Agreement, (ii) was transferred
to the Seller in a “true sale” or “true contribution” under the Receivables Sale Agreement and (iii) after such sale, 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 by its terms has
Invoice Payment Terms of less than 91 days; provided that an Extended Term Receivable may be an Eligible Receivable if the Invoice Payment Terms of such Extended Term Receivable do not exceed 180 days; 

(q) 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 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 expressly permitted for in this Agreement; 
 (t) which represents all or part of the sales price of merchandise, insurance, services, and goods within the meaning of the Investment Company Act of 1940, Section 3(c)5, as amended, and which is
sold by the Applicable Originator in the ordinary course of business; and 
 (u) for which the purchase of such
Receivable is a “current transaction” within Section 3(a)(3) of the Securities Act of 1933. 

“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 Schein 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) a Reportable Event with respect to a
Pension Plan; (b) a complete or partial withdrawal from a Multiemployer Plan that results in liability to Schein or any ERISA Affiliate, or the receipt or delivery by Schein or any ERISA Affiliate of any notice with respect to any Multiemployer
Plan concerning the imposition of liability as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA; (c) a determination that a Multiemployer Plan is,
or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (d) the 

  
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filing pursuant to Section 412(c) of the Internal Revenue Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Pension
Plan; (e) the PBGC or a plan administrator shall, or shall indicate its intention in writing to Schein or any ERISA Affiliate to, terminate any Pension Plan or appoint a trustee to administer any Pension Plan; (f) Schein or any ERISA
Affiliate incurs liability under Title IV of ERISA with respect to the termination of any Pension Plan; (g) a failure by any Pension Plan to satisfy the minimum funding standards (as defined in Section 412 of the Internal Revenue Code or
Section 302 of ERISA) applicable to such Pension Plan, in each instance, whether or not waived or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of
ERISA, upon Schein or any ERISA Affiliate. 
 “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. 

“Excess Concentration” means, without duplication, the sum of the following amounts: 

(a) the sum of the amounts calculated for each of the Obligors equal to the excess (if any) of the aggregate Outstanding
Balance of the Eligible Receivables of such Obligor, over the product of (x) such Obligor’s Concentration Percentage, multiplied by (y) the aggregate Outstanding Balance of all Eligible Receivables; plus 

(b) the amount (if any) by which the aggregate Outstanding Balance of all Eligible Receivables owed by Obligors not
domiciled in the United States and are residents of an OECD country, exceeds 5.00% of the aggregate Outstanding Balance of all Eligible Receivables; plus 

  
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 (c) the amount (if any) by which the aggregate Outstanding Balance of all
Eligible Receivables that are Extended Term Receivables, exceeds 5.00% of the aggregate Outstanding Balance of all Eligible Receivables; plus 
 (d) the amount (if any) by which the aggregate Outstanding Balance of all Eligible Receivables that are Government Receivables, exceeds 5.00% of the aggregate Outstanding Balance of all Eligible
Receivables; plus 
 (e) the amount (if any) by which the aggregate Outstanding Balance of all Eligible
Receivables originated by (i) Insource, Inc. and (ii) Henry Schein Puerto Rico, Inc., exceeds 5.00% of the aggregate Outstanding Balance of all Eligible Receivables. 

“Excluded Taxes” has the meaning set forth in Section 10.1(d). 

“Extended Term Receivables” means a Receivable with Invoice Payment Terms greater than 90 days. 

“Facility Account” means that certain account of the Seller maintained at The Bank of New York Mellon and as set
forth in that certain letter dated as of the date hereof from the Seller to the Purchaser Agents. 
 “Facility
Termination Date” means the earliest to occur of: (a) the Scheduled Facility Termination Date, (b) the date determined pursuant to Section 9.2, (c) the Termination Date and (d) the date the Purchase Limit
reduces to zero pursuant to Section 1.1(b) of this Agreement. 
 “FATCA” means Sections 1471
through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official
interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code. 

“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. 

  
 I-11









 “Fee Letter” means each fee letter with respect to this Agreement
among Seller, Schein and the applicable Purchaser Agent, as it may be amended, restated or otherwise modified and in effect from time to time. 
 “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, for accounting
purposes of each of the Seller and the Servicer, the following dates: (i) for Fiscal Year 2013, December 30, 2012 until December 28, 2013, (ii) for Fiscal Year 2014, December 29, 2013 until December 27, 2014,
(iii) for Fiscal Year 2015, December 28, 2014 until December 26, 2015 and (iv) for Fiscal Year 2016, December 27, 2015 until December 31, 2016. 

“Funding Agreement” means (i) this Agreement, (ii) each 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 Agent, 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 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 A Obligor” means an Obligor (or its parent or majority owner, as applicable, if such parent or majority
owner is a guarantor on the related Contract) with a short-term rating of at least: (a) “A-1” by Standard & Poor’s or, if such Obligor does not have a short-term rating from Standard & Poor’s, a rating of
“A+” or better by Standard & Poor’s on such Obligor’s (or, if applicable, its parent’s or its majority owner’s) long-term senior unsecured and uncredit-enhanced debt securities, and (b) “P-1” by
Moody’, or, if such Obligor does not have a short-term rating from Moody’s, a rating of “Al” or better by Moody’s on such Obligor’s (or, if applicable, its parent’s or its majority owner’s) long-term senior
unsecured and uncredit-enhanced debt securities; provided, that if an Obligor (or its parent or majority owner, as applicable, if such parent or majority owner is a guarantor on the related Contract) receives a split rating from Standard &
Poor’s and Moody’s, then such Obligor (or its parent or majority owner, as applicable) shall be deemed to have the lower of the two ratings; provided, further, that if an Obligor (or its parent or majority owner, as applicable, if such
parent or majority owner is a guarantor on the related Contract) is rated by either Standard & Poor’s or Moody’s, but not both, and satisfies either clause (a) or clause (b) above, then such Obligor (or its parent or
majority owner, as applicable) shall be deemed to be a Group B Obligor. Notwithstanding the foregoing, any Obligor that is a Subsidiary or an Affiliate of an Obligor that satisfies the definition of “Group A Obligor” shall be deemed to be
a Group A Obligor and shall be aggregated with the 

  
 I-12









 
Obligor that satisfies such definition for the purposes of clause (i) of the definition of “Excess Concentration” for such Obligors, unless such deemed Obligor separately satisfies
the definition of “Group A Obligor”, “Group B Obligor”, or “Group C Obligor”, in which case such Obligor shall be separately treated as a Group A Obligor, a Group B Obligor or a Group C Obligor, as the case may be, and
shall be aggregated and combined for such purposes with any of its Subsidiaries that are Obligors. 
 “Group B
Obligor” means an Obligor (or its parent or majority owner, as applicable, if such parent or majority owner is a guarantor on the related Contract) that is not a Group A Obligor and that has a short-term rating of at least:
(a) “A-2” by Standard & Poor’s or, if such Obligor does not have a short-term rating from Standard & Poor’s, a rating of “BBB+” or better by Standard & Poor’s on such Obligor’s
(or, if applicable, its parent’s or its majority owner’s) long-term senior unsecured and uncredit-enhanced debt securities, and (b) “P-2” by Moody’s or, if such Obligor does not have a short-term rating from
Moody’s, a rating of “Baal” or better by Moody’s on such Obligor’s (or, if applicable, its parent’s or its majority owner’s) long-term senior unsecured and uncredit-enhanced debt securities; provided, that if an
Obligor (or its parent or majority owner, as applicable, if such parent or majority owner is a guarantor on the related Contract) receives a split rating from Standard & Poor’s and Moody’s, then such Obligor (or its parent or
majority owner, as applicable) shall be deemed to have the lower of the two ratings; provided, further, that if an Obligor (or its parent or majority owner, as applicable, if such parent or majority owner is a guarantor on the related Contract) is
rated by either Standard & Poor’s or Moody’s, but not both, and satisfies either clause (a) or clause (b) above, then such Obligor (or its parent or majority owner, as applicable) shall be deemed to be a Group C Obligor.
Notwithstanding the foregoing, any Obligor that is a Subsidiary or Affiliate of an Obligor that satisfies the definition of “Group B Obligor” shall be deemed to be a Group B Obligor and shall be aggregated with the Obligor that satisfies
such definition for the purposes of clause (i) of the definition of “Excess Concentration” for such Obligors, unless such deemed Obligor separately satisfies the definition of “Group A Obligor”, “Group B Obligor”,
or “Group C Obligor”, in which case such Obligor shall be separately treated as a Group A Obligor, a Group B Obligor or a Group C Obligor, as the case may be, and shall be aggregated and combined for such purposes with any of its
Subsidiaries that are Obligors. 
 “Group C Obligor” means an Obligor (or its parent or majority owner,
as applicable, if such parent or majority owner is a guarantor on the related Contract) that is not a Group A Obligor or a Group B Obligor and that has a short-term rating of at least: (a) “A-3” by Standard & Poor’s or,
if such Obligor does not have a short-term rating from Standard & Poor’s, a rating of “BBB-” or better by Standard & Poor’s on such Obligor’s (or, if applicable, its parent’s or its majority
owner’s) long-term senior unsecured and uncredit-enhanced debt securities, and (b) “P-3” by Moody’s or, if such Obligor does not have a short-term rating from Moody’s, a rating of “Baa3” or better by
Moody’s on such Obligor’s (or, if applicable, its parent’s or its majority owner’s) long-term senior unsecured and uncredit-enhanced debt securities; provided, that if an Obligor (or its parent or majority owner, as applicable,
if such parent or majority owner is a guarantor on the related Contract) receives a split rating from Standard & Poor’s and Moody’s, then such Obligor (or its parent or majority owner, as applicable) shall be deemed to have the
lower of the two ratings; provided, further, that if an Obligor (or its parent or majority owner, as applicable, if such parent or majority owner is a guarantor on the related Contract) is rated by either Standard & Poor’s or
Moody’s, but not both, and satisfies either clause (a) or clause (b) above, then such Obligor (or its parent or majority owner, as applicable) shall be deemed to be a 

  
 I-13









 
Group D Obligor. Notwithstanding the foregoing, any Obligor that is a Subsidiary or Affiliate of an Obligor that satisfies the definition of “Group C Obligor” shall be deemed to be a
Group C Obligor and shall be aggregated with the Obligor that satisfies such definition for the purposes of clause (i) of the definition of “Excess Concentration” for such Obligors, unless such deemed Obligor separately satisfies the
definition of “Group A Obligor”, “Group B Obligor”, or “Group C Obligor”, in which case such Obligor shall be separately treated as a Group A Obligor, a Group B Obligor or a Group C Obligor, as the case may be, and
shall be aggregated and combined for such purposes with any of its Subsidiaries that are Obligors. 
 “Group
Commitment” means, with respect to any Purchaser Group, the aggregate of the Commitments of each Purchaser within such Purchaser Group. 
 “Group D Obligor” means any Obligor that is not a Group A Obligor, Group B Obligor or Group C Obligor, Any Obligor (or its parent or majority owner, as applicable, if such Obligor
is unrated) that is rated by neither Moody’s nor Standard & Poor’s shall be a Group D Obligor. 

“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. 
 “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 

  
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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” means an individual who (A)(i) shall not have been at the time of such individual’s
appointment as a director, (ii) may not have been at any time during the preceding five (5) years and (iii) shall not be while serving as Independent Director for the Seller (a) a shareholder of, or an officer, director (other
than an Independent Director), member, partner, attorney, counsel or employee of, the Seller or any Affiliate thereof, (b) a customer, creditor or contractor of, or supplier to the Seller, or any of its Affiliates, (c) a Person
controlling, controlled by or under common control with, any such shareholder, officer, director, member, partner, attorney, counsel, employee, customer or supplier, or (d) a member of the immediate family of any such shareholder, officer,
director, member, partner, employee, customer or supplier and (B) shall have (i) prior experience as an independent director, independent manager or independent member and who is provided by CT Corporation, Corporation Service Company,
National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, Lord Securities Corporation or, if none of those companies is then providing professional independent directors, another nationally-recognized company reasonably
approved by the Agent, in each case that is not an Affiliate of the Seller and that provides professional independent directors and other corporate services in the ordinary course of its business and (ii) at least three (3) 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.

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

 (a) the period commencing on the date of the initial funding of such Receivable Interest through a Bank
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. 

  
 I-15









 “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 2.4) 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 for any Interest
Period either (a) the interest rate per annum designated as The Bank of Tokyo-Mitsubishi UFJ, Ltd. LIBO Rate for a period of time comparable to such Interest Period that appears on the Reuters Screen LIBO Page as of 11:00 a.m.
(London, England time) on the second Business Day preceding the first day of such Interest Period or (b) if a rate cannot be determined under clause (a), an annual rate equal to the average (rounded upwards if necessary to the nearest
1/100th of 1%) of the rates per annum at which deposits in U.S. Dollars with a duration comparable to such Interest Period in a principal amount substantially equal to the applicable Rate Tranche are offered to the principal London
office of The Bank of Tokyo-Mitsubishi UFJ, Ltd. by three London banks, selected by Agent in good faith, at approximately 11:00 a.m. London time on the second Business Day preceding the first day of such Interest Period. 

“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. 

  
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 “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 Agent’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 Horizon Ratio” means, as of any Cut-Off Date, the ratio (expressed as a
decimal) computed by dividing (i) the aggregate Outstanding Balance of Receivables generated by the Originators during the preceding four Calculation Periods prior to the Calculation Period ending on such Cut-Off Date by (ii) the amount
equal to the Non-Defaulted Receivables Balance as of the last day of the most recently ended Calculation Period. 

“Loss Ratio” means, as of any Cut-Off Date, the ratio (expressed as a decimal) computed by dividing (i) the
aggregate Outstanding Balance of all Defaulted Receivables on such Cut-Off Date by (ii) the aggregate Outstanding Balance of Receivables generated by the Originators during the Calculation Period four months prior to the Calculation Period
ending on such Cut-Off Date. 
 “Loss Reserve Floor” means 10%. 

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

“Multiemployer Plan” means a “multiemployer plan”, within the meaning of Section 4001(a)(3) of
ERISA, to which Schein 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 the Excess Concentration. 
 “Non-Defaulted Receivables Balance” means an aggregate balance,
for a given Calculation Period, of all Receivables as to which no payment, or part thereof, remains unpaid for more than ninety (90) days from the original due date for such payment (determined without regard to any extension of the date due
pursuant to Section 8.2(d)). 
 “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-17









 “Obligor Percentage” means, at any time, for each Obligor, a
fraction, expressed as a percentage, (a) the numerator of which is the aggregate Outstanding Balance of the Eligible Receivables of such Obligor at such time less the amount (if any) then included in the calculation of the Excess Concentration
pursuant to clause (a) of the definition thereof with respect to such Obligor, and (b) the denominator of which is the aggregate Outstanding Balance of all Eligible Receivables at such time. 

“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. 
 “Originator” means each of Schein and each other Person, 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). 

“Patriot Act” has the meaning set forth in Section 13.14. 

“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) (other than a Multiemployer Plan)
subject to Title IV of ERISA which Schein or any ERISA Affiliate sponsors or maintains, or to which Schein or any of its ERISA Affiliates makes, is making, or is obligated to make contributions, including a multiple employer plan (as described in
Section 4064(a) of ERISA), or with respect to which Schein or any of its ERISA Affiliates has any liability, contingent or otherwise. 
 “Performance Guarantor” means Henry Schein, Inc. 

“Performance Undertaking” means that certain Performance Undertaking, dated as of April 17, 2013 by
Performance Guarantor in favor of Seller, substantially in the form of Exhibit IX, as the same may be further amended, restated or otherwise modified from time to time. 
 “Period A” means, for any calendar year, the period commencing on the first Settlement Reporting Date of January and ending on the date immediately preceding the first Settlement
Reporting Date in August. 
 “Period A Purchase Limit” means, initially, $250,000,000, as such amount
may be reduced pursuant to Section 1.1(b) or increased pursuant to Section 1.1(c). References to the unused portion of the Period A Purchase Limit shall mean, at any time, the Period A Purchase Limit minus the then
outstanding Aggregate Invested Amount. 
 “Period B” means, for any calendar year, the period commencing
on the first Settlement Reporting Date of August and ending on the date immediately preceding the first Settlement Reporting Date in January. 

  
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 “Period B Purchase Limit” means, initially, $300,000,000, as such
amount may be reduced pursuant to Section 1.1(b) or increased pursuant to Section 1.1(c). References to the unused portion of the Period B Purchase Limit shall mean, at any time, the Period B Purchase Limit minus the then
outstanding Aggregate Invested Amount. 
 “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. 

“Portfolio Turnover” means, as of any Cut-Off Date, an amount equal to (i) the aggregate Outstanding Balance
of all Receivables as of such Cut-Off Date divided by (ii) the product of the (a) the aggregate Outstanding Balance of Receivables generated by the Originators during the Calculation Period including such Cut-Off Date multiplied by
(b) 30. 
 “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 either (a) during Period A, the Period A Purchase Limit or
(b) during Period B, the Period B Purchase Limit. 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 Notice” has the meaning set forth in Section 1.2. 

“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. 

  
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 “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 Purchaser Agent, the Uncommitted Purchaser (if any) and
Related Committed Purchasers (if any) (and, to the extent applicable, its related Funding Sources and Indemnified Parties) identified as a “Purchaser Group” for purposes of this Agreement. 

“Purchasers’ Portion” means, on any date of determination, the sum of the percentages
represented by the Receivable Interests of the Purchasers. 
 “Purchasing Related Committed Purchaser”
has the meaning set forth in Section 12.1(c). 
 “Ratable Share” means, for each Purchaser
Group, such Purchaser Group’s Group Commitments divided by the aggregate Group Commitments of all Purchaser Groups. 

“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 (if any) with respect thereto. 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. 

  
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 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 Facility Termination Date, each Receivable Interest shall be automatically recomputed (or deemed to be recomputed) on each day prior to the 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 Facility Termination Date shall remain constant at all times
thereafter. 
 “Receivables Purchase Agreement” means this Agreement. 

“Receivables Sale Agreement” means that certain Receivables Sale Agreement, dated as of the date hereof, among
each Originator and the Seller, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms. 
 “Recipient” has the meaning set forth in Section 1.6. 
 “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 any Funding Source, Indemnified Party or Purchaser of any of the foregoing clauses (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 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 

  
 I-21









 
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) the revised Basel
Accord prepared by the Basel Committee on Banking Supervision as set out in the publication entitled “International Convergence of Capital Measurements and Capital Standards: a Revised Framework,” as updated from time to time (including,
without limitation, the Basel II and Basel III). 
 “Reinvestment” has the meaning set forth in
Section 2.2. 
 “Related Committed Purchaser” means each Person listed as a “Committed
Purchaser” or “Related Committed Purchaser” for a specified Uncommitted Purchaser, as set forth on the signature pages of the Agreement or in any Assumption Agreement or Transfer Supplement (and specifying its respective commitment).

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

(i) all security or other interests 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 with respect thereto, and 
 (vii) 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, Purchaser Agents representing Purchasers whose
Commitments aggregate more than 50% of the aggregate of the Commitments of all Purchasers. 

  
 I-22









 “Required Reserve” means, on any day during a Calculation Period,
(i) the greater of (a) the sum of the Loss Reserve Floor, the Dilution Reserve Floor Percentage the Yield Reserve Percentage, and Servicing Reserve Percentage and (b) the sum of the Dynamic Loss Reserve Percentage, the Dynamic
Dilution Reserve Percentage, the Yield Reserve Percentage, and the Servicing Reserve Percentage, multiplied by (ii) the Net Pool Balance as of such date. 
 “Responsible Officer” shall mean, with respect to the Seller, the Servicer, any Originator or the Performance Guarantor, the chief executive officer, chief financial officer,
president, corporate controller, 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 Agent. 
 “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. 
 “Scheduled Facility Termination Date” means April 15, 2016. 

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

“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 Agent) then authorized pursuant to Article
VIII to service, administer and collect the Receivables. 
 “Servicing Fee” means, for each day in a
Calculation Period, 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. 
 “Servicing Fee Rate” means 1.0% per annum.


  
 I-23









 “Servicing Reserve Percentage” means, at any time, a percentage
equal to the product of (i) the Servicing Fee Rate divided by 360 and (ii) the highest Portfolio Turnover over the most recent 12-months. 
 “Settlement Date” means the 2nd Business Day after each Settlement Reporting Date and the 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 Agent and each Purchaser Agent pursuant to Section 8.5. 
 “Settlement Reporting Date” means the
20th 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 Agent or any Purchaser Agent may request, in connection with Section 8.5. 

“Sub-Servicer” has the meaning set forth in Section 8.1(b). 

“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. 

“Termination 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 Agent
following the occurrence of any other Termination Event, and (iv) the date which is 60 days after the Agent’s receipt of written notice from Seller that it wishes to terminate the facility evidenced by this Agreement. 

“Termination Event” has the meaning specified in Section 9.1. 

“Transaction Documents” means, collectively, this Agreement, each Purchase Notice, the
Receivables Sale Agreement, each Collection Account Agreement, the Performance Undertaking, the Fee Letters, each Subordinated Note (as defined in the Receivables Sale Agreement), the Account Disclosure Letter and all other instruments, documents
and agreements executed and delivered in connection herewith by any of the Seller Parties. 
 “Transfer
Supplement” has the meaning set forth in Section 12.1(c). 
 “UCC” means the Uniform
Commercial Code as from time to time in effect in the specified jurisdiction. 
 “Uncommitted Purchaser”
means each financial institution or commercial paper conduit that is a party to the Agreement, or that becomes a party to the Agreement, as an “Uncommitted Purchaser”. 

  
 I-24









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

“Yield” means for each Interest Period relating to a Receivable Interest funded through a Bank
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, with respect to each Receivable Interest funded
through a Bank Funding, the applicable Bank Rate on such day plus the Applicable Spread; provided that, from and after the occurrence of a Termination Event, the Yield Rate shall be the Default Rate. 

“Yield Reserve Percentage” means, at any time, a percentage equal to the product of (i) the Prime Rate as of
such date divided by 360, (ii) 1.5 and (iii) the highest Portfolio Turnover over the most recent 12-months. 

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-25









 EXHIBIT II 
 FORM OF PURCHASE NOTICE 
  

 
 HSFR, INC.

 PURCHASE NOTICE 
 dated                     , 20     

for Purchase on
                    , 20     
 The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Agent 
 1251 Avenue of the Americas,
12th Floor 
 New York, New York 10020-1104 
 Attention:      Securitization Department 

Telephone:    (212) 782-6957 

Facsimile:      (212) 782-6448 
 [Address to each Purchaser Agent] 
 Ladies and Gentlemen: 

Reference is made to the Receivables Purchase Agreement dated as of April 17, 2013 (as amended, supplemented or otherwise modified
from time to time, the “Agreement”) among HSFR, Inc. (the “Seller”), Henry Schein, Inc., as initial Servicer, the various Purchaser Groups from time to time party thereto, and The Bank of
Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Agent. 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 Agent, 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 a Termination Event or Unmatured Termination 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: 



The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch’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.] 
  

	1 	For Purchases based on the Ratable Share. 


  
 II-2









 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                 ,
            . 
  

			
	[Henry Schein, Inc., as Servicer, on behalf of:] HSFR, Inc., as Seller
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 II-3









 EXHIBIT III 
 PLACES OF BUSINESS OF THE SELLER PARTIES; LOCATIONS OF RECORDS 
 (On file
with the Agent) 

  
 III-1









 EXHIBIT IV 
 FORM OF COMPLIANCE CERTIFICATE 
 To: The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York
Branch, as Agent 
 This Compliance Certificate is furnished pursuant to that certain Receivables Purchase Agreement dated as of
April 17, 2013 among HSFR, Inc. (the “Seller”), Henry Schein, Inc. (the “Servicer”), the various Purchaser Groups from time to time party thereto and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Agent (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 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 a Termination Event or Unmatured Termination 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]. 

[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









 EXHIBIT V 
 FORM OF COLLECTION ACCOUNT AGREEMENT 
 (On file with the Agent) 

  
 V-1









 EXHIBIT VI 
 FORM OF SETTLEMENT REPORT 
 (On file with the Agent) 

  
 VI-1









 EXHIBIT VII 
 FORM OF ASSUMPTION AGREEMENT 
 THIS ASSUMPTION AGREEMENT (this
“Agreement”), dated as of [            , 20    ], is among HSFR, Inc. (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 Receivables
Purchase Agreement dated as of April 17, 2013 (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 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 Termination Event or Unmatured Termination Event has occurred and is continuing, or would result from such transfer; and 
 (iii) the Facility Termination Date has not 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 Agent 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










			
	HSFR, Inc., as Seller
		
	By:	 	  



			
	 Name Printed:
	 	  



			
	Title:	 	  


 Consented and Agreed: 
 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, 
 as Agent 

 

			
		
	By:	 	  



			
	Name Printed:	 	  



			
	Title:	 	  



			
		
	By:	 	  



			
	Name Printed:	 	  



			
	Title:	 	  



			
		
	 Consented and Agreed:
	 	
		
	 [THE PURCHASERS]
	 	


  
 VII-4









 Exhibit VIII 
 Form of Transfer Supplement 
 with respect to 

HSFR, Inc. 

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 Receivables Purchase Agreement dated as of April 17, 2013 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Receivables Purchase
Agreement”), among HSFR, Inc., as Seller, Henry Schein, Inc., as initial Servicer, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Agent, 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 PERFORMANCE UNDERTAKING 
 (On file with the Agent) 

  
 IX-1









 EXHIBIT X 
 LIST OF RESPONSIBLE OFFICERS 
 RESPONSIBLE OFFICERS

  

					
	 ENTITY
	  	 OFFICERS

	  	  	 NAME
	  	 TITLE

	Henry Schein, Inc.	  	Ferdinand Jahnel	  	Vice President and Treasurer
		  	Steven Paladino	  	Executive Vice President & Chief Financial Officer
		  	Michael S. Ettinger	  	Senior Vice President, General Counsel & Secretary
			
	  	  	 NAME
	  	 TITLE

	HSFR, Inc.	  	James P. Breslawki	  	President
		  	Steven Paladino	  	Executive Vice President & Chief Financial Officer
		  	Mark E. Mlotek	  	Executive Vice President
		  	Ferdinand G. Jahnel	  	Treasurer
		  	Michael S. Ettinger	  	Senior Vice President & Secretary


  
 X-1









 EXHIBIT XI 
 FORM OF INTERIM SETTLEMENT REPORT 
 Form of Interim Settlement Report

 (On file with the Agent) 

  
 XI-1









 EXHIBIT XII 
 FORM OF REDUCTION NOTICE 

                    ,
         
 The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Agent 

1251 Avenue of the Americas, 12th Floor 
 New
York, New York 10020-1104 
 Attention:      Securitization Department 

Telephone:    (212) 782-6957 

Facsimile:      (212) 782-6448 
 [Address to each Purchaser Agent] 
 Ladies and Gentlemen: 

Reference is hereby made to the Receivables Purchase Agreement, dated as of April 17, 2013 (as amended, supplemented or otherwise
modified, the “Receivables Purchase Agreement”), among HSFR, Inc., as Seller, Henry Schein, Inc., as Servicer, the various purchaser groups from time to time party thereto, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York
Branch, as Agent. 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                 ,         2 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
Share3: 



The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch’s 
 Purchaser
Group:                                        
                 $             

 

	2 	Notice must be given at least one Business Day prior to the requested reduction date. 


	3 	For reductions based on the Ratable Share. 


  
 XII-1









 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. 
  

			
	HSFR, INC.
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
 XII-2









 EXHIBIT XIII 
 FORM OF PURCHASE LIMIT DECREASE NOTICE 

                    ,
         
 The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Agent 

1251 Avenue of the Americas, 12th Floor 
 New
York, New York 10020-1104 

			
	Attention:	  	Securitization Department
	Telephone:	  	(212) 782-6957
	Facsimile:	  	(212) 782-6448

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

Ladies and Gentlemen: 

Reference is hereby made to the Receivables Purchase Agreement, dated as of April 17, 2013 (as heretofore amended or supplemented,
the “Receivables Purchase Agreement”), among HSFR, Inc., as Seller, Henry Schein, Inc., as Servicer, the various purchaser groups from time to time party thereto, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as
Agent. 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         ,         4 to the following amounts: 

 

	 	(a)	Purchase Limit: $             


 

	 	(b)	Ratable Share of Each Purchaser Group: 

 The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch: $             
 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 
  

	4 	Notice must be given at least ten Business Days prior to the requested decrease, and must be in a minimum amount of $100,000,000. 


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

  
 XIII-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. 
  

			
	HSFR, Inc.
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
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 EXHIBIT XIV 
 CALCULATION PERIODS 
 (On file with the Agent) 

  
 XIV-1









 SCHEDULE A 
 DOCUMENTS TO BE DELIVERED 
 ON OR PRIOR TO THE CLOSING DATE

 1. Executed copies of the Receivables Purchase 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 Transaction 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 Transaction Documents to be delivered by it hereunder and (ii) a copy of such Person’s By-Laws. 
 6. Pre-filing
state and federal tax lien, judgment lien and UCC lien searches against each Seller Party from the following jurisdictions: 

a. Seller: Delaware 
 b. Servicer: Delaware 
 7. Time stamped receipt copies of proper financing
statements, duly filed under the UCC on or before the date of the initial Purchase in all jurisdictions as may be necessary or, in the opinion of the Agent or any Purchaser Agent, desirable, under the UCC of all appropriate jurisdictions or any
comparable law in order to perfect the ownership or security interests contemplated by this Agreement. 
 8. Time stamped
receipt copies of proper UCC termination statements, if any, necessary to release all security interests and other rights of any Person in the Receivables or Related Security previously granted by any Originator. 

  
 Schedule A-1









 9. Executed copies of Collection Account Agreements for each Lock-Box and Collection
Account. 
 10. A favorable opinion of legal counsel for the Seller Parties and Performance Guarantor reasonably acceptable to
the Agent and each Purchaser Agent which addresses the following matters and such other matters as the Agent 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 such Person’s state of incorporation. 

(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. 
 (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); or 
 (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. 

(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) The provisions of the Receivables Purchase Agreement are effective to create valid security interests in favor of the Agent, for the benefit of the Secured Parties, in all of Seller’s right,
title and interest in and to the Receivables and Related Security described therein which constitute “accounts,” “chattel paper” or “general intangibles” (each as defined in the UCC) (collectively, the
“Opinion Collateral”), as security for the payment of the Aggregate Unpaids. 
 (f) Upon filing of the
UCC-1 Financing Statements in such filing offices and payment of the required filing fees, the security interest in favor of the Agent, for the benefit of the Secured Parties, in the Receivables and the other Opinion Collateral will be perfected (in
the case of the other Opinion Collateral, to the extent the security interests may be perfected by the filing of a UCC-1 Financing Statement). 
 (g) Neither of the Seller Parties is an “investment company” within the meaning of the Investment Company Act of 1940, as amended. 

  
 Schedule A-2









 11. The Fee Letter. 

12. A Settlement Report as of April 17, 2013. 
 13. The Liquidity Agreement, duly executed by each of the parties thereto. 
 14.
Executed copies of (i) all consents from and authorizations by any Persons and (ii) all waivers and amendments to existing credit facilities, that are necessary in connection with this Agreement, if any. 

15. If applicable, for each Purchaser that is not incorporated under the laws of the United States of America, or a state thereof, two
duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI, as applicable, certifying in either case that such Purchaser is entitled to receive payments under the Agreement without deduction or withholding of any United
States federal income taxes. 

  
 Schedule A-3