Form 8-K
8-K — Cencora, Inc.
Accession: 0001104659-26-090691
Filed: 2026-08-05
Period: 2026-07-31
CIK: 0001140859
SIC: 5122 (WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES)
Item: Entry into a Material Definitive Agreement
Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item: Financial Statements and Exhibits
Documents
8-K — tm2621845d1_8k.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (tm2621845d1_ex10-1.htm)
EX-10.2 — EXHIBIT 10.2 (tm2621845d1_ex10-2.htm)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): July 31, 2026
Cencora, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 1-16671
Delaware
23-3079390
(State or other jurisdiction
(I.R.S. Employer
of incorporation
or organization)
Identification No.)
1
West First Avenue Conshohocken, PA
19428-1800
(Address of principal executive offices)
(Zip Code)
(610) 727-7000
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Securities registered pursuant
to Section 12(b) of the Act:
Title of
each class
Trading Symbol(s)
Name of exchange
on which registered
Common stock, par value $0.01 per share
COR
New York Stock Exchange (NYSE)
2.875% Senior Notes 2028
COR28
New York Stock Exchange (NYSE)
3.625% Senior Notes 2032
COR32
New York Stock Exchange (NYSE)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into
a Material Definitive Agreement.
Amendment
and Restatement of Multi-Currency Revolving Credit Facility
On
July 31, 2026, Cencora, Inc. (the “Company”) and its subsidiary Innomar Strategies Inc. entered into an Amended and Restated
Credit Agreement (the “Amended and Restated Credit Agreement”) to further amend and restate the Amended and Restated Credit
Agreement, dated as of June 4, 2025 and as amended on January 12, 2026, among the Company, the borrowing subsidiaries party thereto, the
lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, pursuant to which the Company and such subsidiaries previously
obtained a multi-currency senior unsecured revolving credit facility (the “Multi-Currency Revolving Credit Facility”).
The
Amended and Restated Credit Agreement amends and restates the Multi-Currency Revolving Credit Facility to, among other things, (i) increase
the aggregate amount of the commitments thereunder from $5.5 billion to $7.0 billion, (ii) extend the maturity date to July 2031, and
(iii) make certain changes to the covenants, representations and warranties and other provisions contained therein.
Interest
on borrowings under the Multi-Currency Revolving Credit Facility accrue at specified rates based on the Company’s public debt ratings
by Standard & Poor’s Ratings Services, Moody’s Investors Service, Inc. and Fitch, Inc., and pursuant to
the Amended and Restated Credit Agreement, ranges from 69.5 basis points to 110 basis points over Term SOFR, Term CORRA, EURIBO Rate,
and the RFR, as applicable, and 0 basis points to 10 basis points over the alternate base rate and Canadian prime rate, as applicable,
in each case, as determined in accordance with the provisions of the Multi-Currency Revolving Credit Facility. The Multi-Currency Revolving
Credit Facility contains certain affirmative and negative covenants, including a maximum financial leverage ratio, and certain representations,
warranties and events of default (which are, in some cases, subject to certain cure periods, exceptions, thresholds and grace periods).
The
foregoing description of the changes made to the Multi-Currency Revolving Credit Facility does not purport to be complete and is qualified
in its entirety by reference to the Amended and Restated Credit Agreement, which is filed as Exhibit 10.1 to this Current Report
on Form 8-K and is incorporated by reference herein.
Certain
of the lenders under the Multi-Currency Revolving Credit Facility and their affiliates have various relationships with the Company and
have in the past provided, and may in the future provide, investment banking, commercial banking, derivative transactions and financial
advisory services to the Company and its affiliates in the ordinary course of business for which they have received and may continue to
receive fees and commissions.
Amendment of Receivables
Securitization Facility
On July 31, 2026, the Company
and certain subsidiaries entered into an Omnibus Amendment (the “Omnibus Amendment”) to (i) amend (the “Receivables
Amendment”) the amended and restated receivables purchase agreement dated as of April 29, 2010 among AmeriSource Receivables Financial
Corporation (“ARFC”), as seller, AmerisourceBergen Drug Corporation (“ABDC”), as initial servicer, the various
Purchaser Groups party thereto, and MUFG Bank, Ltd., as administrator, pursuant to which such subsidiaries previously obtained a receivables
securitization facility (the “Receivables Securitization Facility”); and (ii) amend (the “Performance Undertaking Amendment”)
the second amended and restated performance undertaking dated as of October 16, 2020 between the Company, as performance guarantor, and
ARFC, as recipient.
The Receivables Amendment
added a new uncommitted purchaser, decreased the size of the receivables securitization facility from $1.5 billion to $1.0 billion and
increased the accordion feature from $500 million to $1.0 billion, giving the Company the option to increase the commitments of the participating
banks, subject to their approval, by up to $1.0 billion.
The Performance Undertaking Amendment made
certain technical changes to align the Company's financial covenant to the financial covenant set forth in the Company's Amended and Restated
Credit Agreement as in effect on July 31, 2026.
The Receivables Securitization
Facility is available to provide additional liquidity and funding for the ongoing business needs of the Company and its subsidiaries.
Availability under the Receivables Securitization Facility is based on the accounts receivables originated by ABDC and ASD Specialty Healthcare,
LLC (“ASD”) from the sale of pharmaceuticals and other related products and services. Pursuant to the Receivables Securitization
Facility, ABDC and ASD sell their accounts receivable to ARFC. ARFC may sell interests in the accounts receivables purchased from ABDC
and ASD to the various purchaser groups party to the receivables securitization facility, paying program fees on the amount of receivables
interests purchased under the facility. The Company serves as the performance guarantor of ASD’s obligations, as originator, and
ABDC’s obligations, as originator and servicer, under the Receivables Securitization Facility.
The
foregoing description of the Omnibus Amendment, including the Receivables Amendment, does not purport to be complete and is qualified
in its entirety by reference to the Omnibus Amendment, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated
by reference herein.
Item 2.03. Creation
of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 1.01 above is hereby incorporated by reference into this Item 2.03.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
10.1
Amended and Restated Credit Agreement, dated as of July 31, 2026, among Cencora, Inc., the borrowing subsidiaries party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.
10.2
Omnibus Amendment, dated as of July 31, 2026, constituting (i) the Twenty-Third Amendment to Amended and Restated Receivables Purchase Agreement, among Amerisource Receivables Financial Corporation, as seller, AmerisourceBergen Drug Corporation, as servicer, the Purchaser Agents and Purchasers party thereto, and MUFG Bank, Ltd., as administrator; and (ii) the Second Amendment to Second Amended and Restated Performance Undertaking, made by Cencora, Inc., as performance guarantor, in favor of Amerisource Receivables Financial Corporation, as recipient.
104
Cover Page Interactive Data File (formatted as inline XBRL)
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
CENCORA, INC.
August 5, 2026
By:
/s/ Eva C. Boratto
Name:
Eva C. Boratto
Title:
Executive Vice President and Chief Financial Officer
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2621845d1_ex10-1.htm · Sequence: 2
Exhibit 10.1
EXECUTION VERSION
AMENDED AND RESTATED CREDIT AGREEMENT
dated as of July 31, 2026,
among
CENCORA, INC.,
the BORROWING SUBSIDIARIES party hereto,
the LENDERS party hereto
and
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
___________________________
JPMORGAN CHASE BANK, N.A.,
BOFA SECURITIES, INC.,
BNP
Paribas Securities Corp.,
Citibank, N.A.,
Societe Generale and
Wells Fargo Securities, LLC,
as Joint Lead Arrangers and Joint Bookrunners
BANK OF AMERICA,
N.A.,
as Syndication Agent
BNP
Paribas,
Citibank, N.A.,
Societe Generale and
Wells Fargo bank, national association,
as Documentation Agents
TABLE
OF CONTENTS
Page
ARTICLE I
Definitions
SECTION 1.01.
Defined Terms
1
SECTION 1.02.
Classification of Loans and Borrowings
49
SECTION 1.03.
Terms Generally
50
SECTION 1.04.
Accounting Terms; GAAP; Pro Forma Computations
50
SECTION 1.05.
Currency Translation
51
SECTION 1.06.
Interest Rates; Benchmark Notification
52
SECTION 1.07.
Divisions
52
SECTION 1.08.
Blocking Regulations
52
ARTICLE II
The Credits
SECTION 2.01.
Commitments
53
SECTION 2.02.
Loans and Borrowings
53
SECTION 2.03.
Requests for Borrowings
55
SECTION 2.04.
Swingline Loans
56
SECTION 2.05.
Letters of Credit
58
SECTION 2.06.
[Reserved]
67
SECTION 2.07.
Funding of Borrowings
67
SECTION 2.08.
Interest Elections
68
SECTION 2.09.
Termination, Reduction, Increase and Redesignation of Commitments
70
SECTION 2.10.
Repayment of Loans; Evidence of Debt
72
SECTION 2.11.
Prepayment of Loans
73
SECTION 2.12.
Fees
74
SECTION 2.13.
Interest
76
SECTION 2.14.
Alternate Rate of Interest
77
SECTION 2.15.
Increased Costs
82
SECTION 2.16.
Break Funding Payments
83
SECTION 2.17.
Taxes
84
SECTION 2.18.
Payments Generally; Pro Rata Treatment; Sharing of Set-offs
90
SECTION 2.19.
Mitigation Obligations; Replacement of Lenders
91
SECTION 2.20.
Foreign Subsidiary Costs
93
SECTION 2.21.
Designation of Borrowing Subsidiaries
93
SECTION 2.22.
Defaulting Lenders
94
SECTION 2.23.
Extension of Maturity Date
98
i
Page
ARTICLE III
Representations and Warranties
SECTION 3.01.
Organization; Powers
99
SECTION 3.02.
Authorization; Enforceability
100
SECTION 3.03.
Governmental Approvals; No Conflicts; Margin Stock
100
SECTION 3.04.
Financial Condition; No Material Adverse Change
100
SECTION 3.05.
Properties
101
SECTION 3.06.
Litigation
101
SECTION 3.07.
Investment Company Status
101
SECTION 3.08.
ERISA
101
SECTION 3.09.
Disclosure
101
SECTION 3.10.
Anti-Corruption Laws and Sanctions
102
ARTICLE IV
Conditions
SECTION 4.01.
Restatement Effective Date
102
SECTION 4.02.
Each Credit Event
104
SECTION 4.03.
Effectiveness of Designation of each Additional Borrowing Subsidiary
104
ARTICLE V
Affirmative Covenants
SECTION 5.01.
Financial Statements and Other Information
105
SECTION 5.02.
Notices of Default
106
SECTION 5.03.
Existence; Conduct of Business
106
SECTION 5.04.
Payment of Taxes
107
SECTION 5.05.
Maintenance of Properties
107
SECTION 5.06.
Books and Records; Inspection and Audit Rights
107
SECTION 5.07.
Compliance with Laws
107
SECTION 5.08.
Use of Proceeds and Letters of Credit
107
ARTICLE VI
Negative Covenants
SECTION 6.01.
Subsidiary Indebtedness
108
SECTION 6.02.
Liens
109
SECTION 6.03.
Fundamental Changes
110
SECTION 6.04.
Asset Sales
111
SECTION 6.05.
Leverage Ratio
111
ARTICLE VII
Events of Default
ii
Page
ARTICLE VIII
The Administrative Agent
SECTION 8.01.
Authorization and Action
114
SECTION 8.02.
Posting of Communications; Approved Borrower Portal
117
SECTION 8.03.
Successor Administrative Agent
119
SECTION 8.04.
Acknowledgements of Lenders and Issuing Banks
119
SECTION 8.05.
Certain ERISA Matters
122
SECTION 8.06.
Miscellaneous
123
ARTICLE IX
Collection Allocation Mechanism
ARTICLE X
Guarantee
ARTICLE XI
Miscellaneous
SECTION 11.01.
Notices
126
SECTION 11.02.
Waivers; Amendments
128
SECTION 11.03.
Expenses; Limitation of Liability; Indemnity
131
SECTION 11.04.
Successors and Assigns
132
SECTION 11.05.
Survival
136
SECTION 11.06.
Counterparts; Integration; Effectiveness; Electronic Execution
137
SECTION 11.07.
Severability
138
SECTION 11.08.
Right of Setoff
138
SECTION 11.09.
Governing Law; Jurisdiction; Consent to Service of Process
138
SECTION 11.10.
WAIVER OF JURY TRIAL
140
SECTION 11.11.
Headings
140
SECTION 11.12.
Confidentiality
141
SECTION 11.13.
Interest Rate Limitation
141
SECTION 11.14.
Certain Notices
142
SECTION 11.15.
Non-Public Information
142
iii
Page
SECTION 11.16.
Acknowledgment and Consent to Bail-In of Affected Financial Institutions
142
SECTION 11.17.
No Fiduciary Duty
143
SECTION 11.18.
Conversion of Currencies
143
SECTION 11.19.
Company as Agent of Borrowing Subsidiaries
144
SECTION 11.20.
Acknowledgment Regarding any Supported QFCs
144
SECTION 11.21.
Amendment and Restatement
145
Schedules
Schedule 2.01
Commitments
Schedule 2.05A
Existing Letters of Credit
Schedule 2.05B
LC Commitments
Schedule 6.02
Existing Liens
Exhibits
Exhibit A
Form of Assignment and Assumption
Exhibit B-1
Form of Borrower Joinder Agreement
Exhibit B-2
Form of Borrower Termination Agreement
Exhibit C-1
Form of US Tax Compliance Certificate (For Non-US Lenders That Are Not
Partnerships For US Federal Income Tax Purposes)
Exhibit C-2
Form of US Tax Compliance Certificate (For Non-US Participants That Are
Not Partnerships For US Federal Income Tax Purposes)
Exhibit C-3
Form of US Tax Compliance Certificate (For Non-US Participants That Are
Partnerships For US Federal Income Tax Purposes)
Exhibit C-4
Form of US Tax Compliance Certificate (For Non-US Lenders That Are Partnerships
For US Federal Income Tax Purposes)
iv
AMENDED AND RESTATED
CREDIT AGREEMENT dated as of July 31, 2026 (as further amended, restated, supplemented or otherwise modified from time to time,
this “Agreement”), among CENCORA, INC., a Delaware corporation (the “Company”), the BORROWING
SUBSIDIARIES from time to time party hereto, the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative
Agent.
The Borrowers (such term and
each other capitalized term used and not otherwise defined herein having the meaning assigned to it in Article I) have requested
the Lenders to extend, and the Lenders are willing, on the terms and subject to the conditions set forth herein, to extend, credit in
the form of:
(a) Tranche One Commitments
under which (i) the Borrowers may obtain Revolving Loans in US Dollars, Sterling, Euro, Designated Currencies and, in the case of
Borrowers that are Canadian Subsidiaries, Canadian Dollars, (ii) the Borrowers that are UK Subsidiaries may obtain Swingline Loans
in Sterling, (iii) the Borrowers that are not US Subsidiaries may obtain Swingline Loans in Euro and (iv) the Borrowers may
obtain Letters of Credit in US Dollars, Sterling, Euro, Designated Currencies and, in the case of Borrowers that are Canadian Subsidiaries,
Canadian Dollars.
(b) Tranche Two Commitments
under which (i) the Borrowers may obtain Revolving Loans in US Dollars, Sterling, Euro, Designated Currencies and, in the case of
Borrowers that are Canadian Subsidiaries, Canadian Dollars, (ii) the Borrowers that are UK Subsidiaries may obtain Swingline Loans
in Sterling, (iii) the Borrowers that are not US Subsidiaries may obtain Swingline Loans in Euro and (iv) the Borrowers may
obtain Letters of Credit in US Dollars, Sterling, Euro and Designated Currencies.
Accordingly, the parties hereto
agree as follows:
ARTICLE I
Definitions
SECTION 1.01. Defined
Terms. As used in this Agreement, the following terms have the meanings specified below:
“ABR Borrowing”
means any Borrowing comprised of ABR Loans.
“ABR Loan”
means a Loan that bears interest at a rate determined by reference to the Alternate Base Rate.
“Accession Agreement”
has the meaning set forth in Section 2.09(d)(i).
“Acquisition”
means any acquisition (in one transaction or a series of related transactions, and including pursuant to a merger or consolidation) of
(a) Equity Interests in any Person if, after giving effect thereto, such Person will become a Subsidiary or (b) assets comprising
all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or
line of business of) any Person.
2
“Acquisition Indebtedness”
means any Indebtedness of the Company or any Subsidiary that has been incurred for the purpose of financing, in whole or in part, a Material
Acquisition and any related transactions (including for the purpose of refinancing or replacing all or a portion of any related bridge
facilities or any pre-existing Indebtedness of the Persons or assets to be acquired); provided that either (a) the release
of the proceeds thereof to the Company and the Subsidiaries is contingent upon the substantially simultaneous consummation of such Material
Acquisition (and, if the definitive agreement for such Material Acquisition is terminated prior to the consummation of such Material
Acquisition, or if such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation evidencing,
governing the rights of the holders of or otherwise relating to such Indebtedness (subject to any extensions of such date agreed by the
parties to such definitive documentation) then, in each case, such proceeds are, and pursuant to the terms of such definitive documentation
are required to be, promptly applied to satisfy and discharge all obligations of the Company and the Subsidiaries in respect of such
Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or a similar provision)
if such Material Acquisition is not consummated by the date specified in the definitive documentation evidencing, governing the rights
of the holders of or otherwise relating to such Indebtedness (subject to any extensions of such date agreed by the parties to such definitive
documentation) (and, if the definitive agreement for such Material Acquisition is terminated prior to the consummation of such Material
Acquisition or such Material Acquisition is otherwise not consummated by the date so specified, such Indebtedness is, and pursuant to
such “special mandatory redemption” (or similar) provision is required to be, redeemed or otherwise satisfied and discharged
within 90 days of such termination or such specified date, as the case may be).
“Adjusted Daily Simple
CORRA” means an interest rate per annum equal to (a) Daily Simple CORRA plus (b) 0.29547%; provided that if
such rate as so determined shall be less than zero, such rate shall be deemed to be zero.
“Adjusted EURIBO Rate”
means, with respect to any EURIBO Borrowing for any Interest Period, an interest rate per annum equal to the product of (a) the
EURIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that if such rate as so determined
shall be less than zero, such rate shall be deemed to be zero.
“Adjusted Term CORRA”
means, with respect to any Term CORRA Borrowing for any Interest Period, an interest rate per annum equal to (a) Term CORRA for
such Interest Period plus (b) (i) 0.29547%, in the case of an Interest Period of one month or (ii) 0.32138%, in the case
of an Interest Period of three months; provided that if such rate as so determined shall be less than zero, such rate shall be
deemed to be zero.
“Administrative Agent”
means JPMorgan, in its capacity as administrative agent for the Lenders hereunder, or any successor appointed in accordance with Article VIII.
Unless the context requires otherwise, the term “Administrative Agent” shall include any branch or Affiliate of JPMorgan
through which JPMorgan shall perform any of its obligations in such capacity hereunder or under the other Loan Documents.
3
“Administrative Questionnaire”
means an Administrative Questionnaire in a form supplied by the Administrative Agent to the Borrower or any Lender, as the context requires.
“Affected Financial
Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
“Affiliate”
means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or
is Controlled by or is under common Control with the Person specified.
“Aggregate Tranche
One Revolving Credit Exposure” means the sum of the Tranche One Revolving Credit Exposures of all the Lenders; provided
that for purposes of this definition, the Tranche One Revolving Credit Exposure of any Lender that is a Swingline Lender shall be deemed
to exclude any amount of its Tranche One Swingline Exposure in excess of its Tranche One Percentage of all outstanding Tranche One Swingline
Loans.
“Aggregate Tranche
Two Revolving Credit Exposure” means the sum of the Tranche Two Revolving Credit Exposures of all the Lenders; provided
that for purposes of this definition, the Tranche Two Revolving Credit Exposure of any Lender that is a Swingline Lender shall be deemed
to exclude any amount of its Tranche Two Swingline Exposure in excess of its Tranche Two Percentage of all outstanding Tranche Two Swingline
Loans.
“Agreed Currencies”
means US Dollars, Sterling, Euro, Canadian Dollars and the Designated Currencies.
“Agreed LC Currency”
means, as to each Issuing Bank in relation to any Tranche, any Designated Currency (other than any Designated Currency that is also a
currency in which Revolving Loans may be made under such Tranche) approved in writing by such Issuing Bank and the Administrative Agent
that is freely traded and convertible into US Dollars and for which a US Dollar Equivalent can be determined.
“Agreement”
has the meaning set forth in the preamble hereto.
“Alternate
Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the
NYFRB Rate in effect on such day plus ½ of 1.00% and (c) the Term SOFR for a one-month Interest Period
as published two US Government Securities Business Days prior to such day (or if such day is not a US Government Securities Business
Day, the immediately preceding US Government Securities Business Day) plus 1.00% per annum. For purposes of clause (c) above,
the Term SOFR for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, on such day (or any
amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference
Rate methodology); provided that if such rate as so determined shall be less than zero, such rate shall be deemed to be zero.
Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Term SOFR shall be effective from and
including the effective date of such change in the Prime Rate, the NYFRB Rate or the Term SOFR, as the case may be. If the Alternate
Base Rate is being used as an alternate rate of interest with respect to Term SOFR pursuant to Section 2.14 (for the avoidance of
doubt, only until the Benchmark Replacement with respect to Term SOFR has been determined pursuant to Section 2.14(b)), then the
Alternate Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.
Notwithstanding the foregoing, if the Alternate Base Rate determined as set forth above would be less than 1.00% per annum, such rate
shall be deemed to be 1.00% per annum for purposes of this Agreement.
4
“Ancillary Document”
has the meaning set forth in Section 11.06(b).
“Anti-Corruption
Laws” means the United States Foreign Corrupt Practices Act of 1977 and all other laws, rules and regulations of
any jurisdiction applicable to the Company and the Subsidiaries concerning or relating to bribery, money laundering or corruption.
“Applicable Funding
Account” means, as to each Borrower, the applicable account that shall be specified in a written notice signed by a Financial
Officer and delivered to and approved by the Administrative Agent.
“Applicable Rate”
means, for any day, the applicable rate per annum set forth below under the caption “Facility Fee Rate”, “Term Benchmark/RFR/Swingline
Loans Spread” or “ABR/Canadian Prime Rate Spread”, as the case may be, based upon the Ratings by S&P, Moody’s
and Fitch in effect on such day:
Category
Ratings
(S&P/Moody’s/Fitch)
Facility
Fee Rate
(basis
points per
annum)
Term
Benchmark/RFR/
Swingline Loans Spread
(basis points per annum)
ABR/Canadian
Prime Rate
Spread (basis
points per
annum)
Category
1
A/A2/A
or higher
5.5
69.5
0.0
Category
2
A-/A3/A-
7.0
80.5
0.0
Category
3
BBB+/Baa1/BBB+
8.0
92.0
0.0
Category
4
BBB/Baa2/BBB
10.0
102.5
2.5
Category
5
Lower
than BBB/Baa2/BBB
15.0
110.0
10.0
5
For purposes of the foregoing, (a) if the
Ratings established by Moody’s, S&P and Fitch shall fall within different Categories, then (i) if three Ratings are in
effect, either (A) if two of the three Ratings are in the same Category, the Applicable Rate shall be based on that Category or
(B) if all three of the Ratings are in different Categories, the Applicable Rate shall be based on the Category in which the second
highest of the three Ratings shall fall and (ii) if only two Ratings are in effect, the Applicable Rate shall be based on the Category
in which the higher of the Ratings shall fall unless the Ratings differ by two or more Categories, in which case the Applicable Rate
shall be based on the Category one level below that corresponding to the higher Rating, (b) if any of Moody’s, S&P and
Fitch shall not have a Rating in effect, then (i) if only one rating agency shall not have a Rating in effect, the Applicable Rate
shall be determined by reference to the remaining two effective Ratings as set forth above, (ii) if only one rating agency shall
have a Rating in effect, the Applicable Rate shall be determined by reference to that Rating and (iii) if none of Moody’s,
S&P or Fitch shall have a Rating in effect (other than by reason of the circumstances referred to in the last sentence of this definition),
the Applicable Rate shall be determined on the basis of Category 5 and (c) if the Rating established by Moody’s, S&P or
Fitch shall be changed (other than as a result of a change in the rating system of Moody’s, S&P or Fitch), such change shall
be effective as of the third Business Day following the date on which it is first announced by the applicable rating agency. Each change
in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately
preceding the effective date of the next such change. If the rating system of Moody’s, S&P or Fitch shall change, or if any
such rating agency shall cease to be in the business of rating corporate debt obligations, the Company and the Lenders shall negotiate
in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency
and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the Ratings of the other
rating agencies (or, if the circumstances referred to in this sentence shall affect all such rating agencies, the Ratings most recently
in effect prior to such changes or cessations).
“Applicable Time”
means, with respect to any payments in any currency other than US Dollars, the local time in the place of settlement for such currency
as may be determined by the Administrative Agent to be necessary for timely settlement on the relevant date in accordance with normal
banking procedures in the place of payment.
“Approved Borrower
Portal” means any electronic platform chosen by the Administrative Agent to be its electronic transmission system.
“Approved Electronic
Platform” means IntraLinks™, DebtDomain, SyndTrak, ClearPar or any other electronic platform chosen by the Administrative
Agent to be its electronic transmission system.
“Approved Fund”
means any Person (other than a natural person or a holding company, investment vehicle or trust for, or owned and operated for the primary
benefit of, 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 Lender, an Affiliate of a Lender or an entity or an Affiliate
of an entity that administers or manages a Lender.
“Arrangers”
means JPMorgan, BofA Securities, Inc., BNP Paribas Securities Corp., Citibank, N.A., Societe Generale and Wells Fargo Securities,
LLC.
6
“Assignment and Assumption”
means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any Person whose consent is
required by Section 11.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form (including
electronic records generated by the use of an electronic platform) approved by the Administrative Agent.
“Availability Period”
means the period from and including the Restatement Effective Date to but excluding the earlier of the Maturity Date and the date of
termination of the Commitments.
“Available Tenor”
means, as of any date of determination and with respect to the then-current Benchmark for any Agreed Currency, as applicable, any tenor
for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof),
as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise for determining
any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance
of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.14(b)(v).
“Bail-In Action”
means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected
Financial Institution.
“Bail-In Legislation”
means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament
and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from
time to time that is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of
the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United
Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates
(other than through liquidation, administration or other insolvency proceedings).
“Bankruptcy Event”
means, with respect to any Person, that such Person has become the subject of a voluntary or involuntary bankruptcy or insolvency proceeding,
or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged
with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent,
has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment
or has had any order for relief in such proceeding entered in respect thereof, provided that a Bankruptcy Event shall not result
solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority,
provided further that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of
courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Person
(or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.
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“Benchmark”
means, initially, with respect to any Loan denominated in any Agreed Currency, the Relevant Rate for Loans denominated in such Agreed
Currency; provided that if a Benchmark Transition Event or a Term CORRA Reelection Event and the related Benchmark Replacement
Date have occurred with respect to the applicable Relevant Rate or the then-current Benchmark for such Agreed Currency, then “Benchmark”
means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant
to Section 2.14(b).
“Benchmark Replacement”
means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent
for the applicable Benchmark Replacement Date; provided that, in the case of any Loan denominated in any currency other than Canadian
Dollars, “Benchmark Replacement” shall mean the alternative set forth in clause (2) below:
(1) in the
case of any Loan denominated in Canadian Dollars, the Adjusted Daily Simple CORRA; or
(2) the sum
of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Company as the replacement for the
then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of
a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body and/or (ii) any evolving
or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated
credit facilities denominated in the applicable Agreed Currency at such time in the United States and (b) the related Benchmark
Replacement Adjustment;
provided
that, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Term CORRA Reelection
Event, and the delivery of a Term CORRA Notice, on the applicable Benchmark Replacement Date the “Benchmark Replacement”,
in the case of any Loan denominated in Canadian Dollars, shall revert to and shall be deemed to be the Adjusted Term CORRA.
If the Benchmark Replacement as determined pursuant
to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes
of this Agreement and the other Loan Documents.
“Benchmark Replacement
Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for
any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or
method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected
by the Administrative Agent and the Company for the applicable Corresponding Tenor giving due consideration to (a) any selection
or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such
Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement
Date and/or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating
or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for
syndicated credit facilities denominated in the applicable Agreed Currency at such time in the United States.
8
“Benchmark Replacement
Conforming Changes” means, with respect to any Benchmark Replacement and/or any Term SOFR Loan, Daily Simple SOFR Loan or Term
CORRA Loan, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate”,
the definition of “Business Day”, the definition of “Foreign Currency Overnight Rate”, the definition of “Interest
Period”, the definition of “RFR Business Day”, the definition of “US Government Securities Business Day”,
timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or
continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational
matters) that the Administrative Agent decides in its reasonable discretion may be appropriate to reflect the adoption and implementation
of such Benchmark and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market
practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible
or if the Administrative Agent determines that no market practice for the administration of the Benchmark exists, in such other manner
of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement
and the other Loan Documents).
“Benchmark Replacement
Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current
Benchmark:
(1) in the
case of clause (1) or (2) of the definition of “Benchmark Transition Event”, the later of (a) the date of
the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark
(or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such
Benchmark (or such component thereof);
(2) in the
case of clause (3) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the
published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such Benchmark
(or such component thereof) have been, determined and announced by the regulatory supervisor for the administrator of such Benchmark
(or such component thereof) to be no longer representative; provided that such non-representativeness will be determined by reference
to the most recent statement or publication referenced in such clause (3) and even if such Benchmark (or such component thereof)
or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof), continues to be provided on
such date; or
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(3) in the
case of a Term CORRA Reelection Event, the date that is 30 days after the date a Term CORRA Notice is provided to the Lenders and the
Company pursuant to Section 2.14(b)(ii).
For the avoidance of doubt,
(i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in
respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination
and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with
respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available
Tenors of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Transition
Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current
Benchmark:
(1) a public
statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the
calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or
such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no
successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate,
any Available Tenor of such Benchmark (or such component thereof);
(2)
a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, the CORRA Administrator,
the central bank for the Agreed Currency applicable to such Benchmark, an insolvency official with jurisdiction over the administrator
for such Benchmark (or such component thereof), a resolution authority with jurisdiction over the administrator of such Benchmark
(or such component thereof) or a court or an entity with similar insolvency or resolution authority over the administrator of such Benchmark
(or such component thereof), in each case, which states that the administrator of such Benchmark (or such component thereof) has ceased
or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such
Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication,
there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is
a term rate, any Available Tenor of such Benchmark (or such component thereof); or
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(3) a public
statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component
used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all
Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.
For the avoidance of doubt,
a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication
of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component
used in the calculation thereof).
“Benchmark Unavailability
Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement
Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced
the then-current Benchmark for all purposes hereunder and under any other Loan Document in accordance with Section 2.14(b) and
(y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under
any other Loan Document in accordance with Section 2.14(b).
“Beneficial Ownership
Certification” means a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.
“Beneficial Ownership
Regulation” means 31 C.F.R. § 1010.230.
“Benefit Plan”
means (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan”
as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42)
or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan”
or “plan”.
“BHC Act Affiliate”
means, with respect to any Person, an “affiliate” (as such term is defined under, and interpreted in accordance with, 12
U.S.C. § 1841(k)) of such Person.
“Borrower”
means the Company or any Borrowing Subsidiary.
“Borrower Communications”
means collectively, any Borrowing Request, any Interest Election Request, any notice of prepayment, any notice of termination or reduction
of Commitments, any notice requesting the issuance, amendment or extension of any Letter of Credit or any other notice, demand, communication,
information, document or other material provided by or on behalf of any of the Loan Parties pursuant to any Loan Document or the transactions
contemplated therein which is distributed by any Loan Party to the Administrative Agent through an Approved Borrower Portal.
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“Borrower DTTP Filing”
means an HMRC Form DTTP2, duly completed and filed by the relevant UK Borrowing Subsidiary within the applicable time limit, which
contains the scheme reference number and jurisdiction of tax residence provided by the applicable Lender or Issuing Bank to such UK Borrowing
Subsidiary and the Administrative Agent.
“Borrower Joinder
Agreement” means a Borrower Joinder Agreement substantially in the form of Exhibit B-1.
“Borrower Termination
Agreement” means a Borrower Termination Agreement substantially in the form of Exhibit B-2.
“Borrowing”
means (a) Revolving Loans of the same Class, Type and currency made, converted or continued on the same date and to the same Borrower
and, in the case of Term Benchmark Loans, as to which a single Interest Period is in effect or (b) a Swingline Loan or Swingline
Loans of the same Class and currency made on a single date.
“Borrowing Minimum”
means (a) in the case of a Borrowing denominated in US Dollars, US$5,000,000, (b) in the case of a Borrowing denominated in
Sterling, £500,000, (c) in the case of a Borrowing denominated in Euro, €3,000,000, (d) in the case of a Borrowing
denominated in Canadian Dollars, C$2,000,000 and (e) in the case of a Borrowing denominated in any Designated Currency, the smallest
amount of such Designated Currency that is an integral multiple of 1,000,000 units of such currency and that has a US Dollar Equivalent
in excess of US$5,000,000.
“Borrowing Multiple”
means (a) in the case of a Borrowing denominated in US Dollars, US$100,000, (b) in the case of a Borrowing denominated in Sterling,
£100,000, (c) in the case of a Borrowing denominated in Euro, €100,000, (d) in the case of a Borrowing denominated
in Canadian Dollars, C$100,000 and (e) in the case of a Borrowing denominated in any Designated Currency, 100,000 units of such
currency.
“Borrowing Request”
means a request by a Borrower for a Revolving Borrowing in accordance with Section 2.03, which shall be substantially in the form
approved by the Administrative Agent and separately provided to the Company.
“Borrowing Subsidiary”
means (a) Innomar Strategies Inc., a corporation formed under the laws of the Province of Ontario, Canada, and (b) any other
Subsidiary that has become a Borrowing Subsidiary as provided in Section 2.21, in each case, except any such Subsidiary that has
ceased to be a Borrowing Subsidiary as provided in such Section.
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“Business Day”
means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided that (a) when used in connection with a Term SOFR Loan and any interest rate settings,
fundings, disbursements, settlements or payments of any Loans referencing the Term SOFR or any other dealings of any Loans referencing
the Term SOFR, the term “Business Day” shall also exclude any day that is not a US Government Securities Business Day, (b) when
used in connection with a EURIBOR Loan or the calculation or computation of the EURIBO Rate, the term “Business Day” shall
also exclude any day that is not a TARGET Day, (c) when used in connection with a Term CORRA Loan or a Canadian Prime Rate Loan
or the calculation or computation of Term CORRA or the Canadian Prime Rate, the term “Business Day” shall also exclude any
day on which banks are not open for general business in Toronto and (d) when used in connection with an RFR Loan and any interest
rate settings, fundings, disbursements, settlements or payments of any RFR Loan, or any other dealings in the applicable Agreed Currency
of any RFR Loan, the term “Business Day” shall also exclude any day that is not an RFR Business Day with respect to RFR Loans
denominated in the applicable Agreed Currency.
“CAM” means
the mechanism for the allocation and exchange of interests in the Tranches and the collections thereunder established under Article IX.
“CAM Exchange”
means the exchange of the Lenders’ interests provided for in Article IX.
“CAM Exchange Date”
means the date on which any event referred to in clause (h) or (i) of Article VII shall occur with respect to the Company.
“CAM Percentage”
means, as to each Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the sum of the US Dollar Equivalents
(determined on the basis of Exchange Rates prevailing on the CAM Exchange Date) of the Designated Obligations owed to such Lender (whether
or not at the time due and payable) immediately prior to the CAM Exchange and (b) the denominator shall be the sum of the US Dollar
Equivalents (as so determined) of the Designated Obligations owed to all the Lenders (whether or not at the time due and payable) immediately
prior to the CAM Exchange.
“Canadian
Borrowing Subsidiary” means any Borrowing Subsidiary that is a Canadian Subsidiary.
“Canadian
Dollars” or “C$” means the lawful money of Canada.
“Canadian
Prime Rate” means, on any day, the rate equal to the PRIMCAN Index rate that appears on the Bloomberg screen at 10:15
a.m., Toronto time, on such day (or, in the event that the PRIMCAN Index is not published by Bloomberg, any other information services
that publishes such index from time to time, as selected by the Administrative Agent in its reasonable discretion); provided that
if the above rate shall be less than 1.00%, such rate shall be deemed to be 1.00%. Any change in the Canadian Prime Rate due to a change
in the PRIMCAN Index shall be effective from and including the effective date of such change in the PRIMCAN Index.
“Canadian Prime Rate Borrowing”
means any Borrowing comprised of Canadian Prime Rate Loans.
13
“Canadian Prime Rate Loan” means
a Loan that bears interest at a rate determined by reference to the Canadian Prime Rate.
“Canadian
Subsidiary” means any Subsidiary that is incorporated or otherwise organized under the laws of Canada or any political
subdivision thereof.
“Capital Lease Obligations”
of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for
as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP. For purposes of Section 6.02, a Capital Lease Obligation shall be deemed to be secured by a
Lien on the property being leased and such property shall be deemed to be owned by the lessee.
“Cash
Management Services” means cash management and related services, including treasury management services, netting services,
overdraft protections, check drawing services, automated payment services, depository, foreign exchange, return items, overdraft, controlled
disbursement, cash sweeps, zero balance arrangements, merchant stored value cards, e-payables, electronic funds transfer, interstate
depository network and automatic clearing house transfer (including the Automated Clearing House processing of electronic funds transfers
through the direct Federal Reserve Fedline system) services, services in connection with collections, payroll, trust, lockbox and/or
stop payment, employee credit card programs, cash pooling services, services with respect to credit cards, credit card processing services,
credit and debit card payment processing services, debit cards, stored value cards, virtual cards (including single use virtual card
accounts) and commercial cards (including so-called “purchase cards”, “procurement cards” or “p-cards”)
and any arrangements or services similar to any of the foregoing and/or otherwise in connection with cash management and deposit accounts.
“CBR Loan”
means a Loan that bears interest at a rate determined by reference to the Central Bank Rate.
“CBR Spread”
means, with respect to any CBR Loan at any time, the Applicable Rate that would be applicable at such time to the Loan that was converted
into such CBR Loan in accordance herewith.
“Central Bank Rate”
means the greater of (a) (i) (A) for any Loan denominated in Euro, one of the following three rates as may be selected
by the Administrative Agent in its reasonable discretion: (1) the fixed rate for the main refinancing operations of the European
Central Bank (or any successor thereto) or, if that rate is not published, the minimum bid rate for the main refinancing operations of
the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor thereto) from
time to time, (2) the rate for the marginal lending facility of the European Central Bank (or any successor thereto), as published
by the European Central Bank (or any successor thereto) from time to time or (3) the rate for the deposit facility of the central
banking system of the Participating Member States, as published by the European Central Bank (or any successor thereto) from time to
time, (B) for any Loan denominated in Sterling, the Bank of England’s (or any successor thereto’s) “Bank Rate”
as published by the Bank of England (or any successor thereto) from time to time and (C) for any Loan denominated in any other currency
other than US Dollars, a central bank rate as determined by the Administrative Agent in its reasonable discretion plus (ii) the
applicable Central Bank Rate Adjustment and (b) zero.
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“Central Bank Rate
Adjustment” means, for any day, (a) for any Loan denominated in Euro, a rate equal to the difference (which may be a positive
or negative value or zero) of (i) the average of the Adjusted EURIBO Rate for the five most recent Business Days preceding such
day for which the EURIBO Screen Rate was available (excluding, from such averaging, the highest and the lowest Adjusted EURIBO Rate applicable
during such period of five Business Days) minus (ii) the Central Bank Rate in respect of Euro in effect on the last Business Day
in such period, (b) for any Loan denominated in Sterling, a rate equal to the difference (which may be a positive or negative value
or zero) of (i) the average of Daily Simple SONIA for the five most recent RFR Business Days preceding such day for which Daily
Simple SONIA was available (excluding, from such averaging, the highest and the lowest such Daily Simple SONIA applicable during such
period of five RFR Business Days) minus (ii) the Central Bank Rate in respect of Sterling in effect on the last RFR Business Day
in such period and (c) for any Loan denominated in any other currency other than US Dollars, a Central Bank Rate Adjustment as determined
by the Administrative Agent in its reasonable discretion. For purposes of this definition, (x) the term Central Bank Rate shall
be determined disregarding clause (a)(ii) of the definition of such term and (y) the Adjusted EURIBO Rate on any day shall
be based on the EURIBO Screen Rate on such day at approximately the time referred to in the definition of such term for deposits in Euro
for a maturity of one month; provided that if such rate as so determined shall be less than zero, such rate shall be deemed to
be zero.
“Change in Control”
means the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of
the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the Restatement
Effective Date), of Equity Interests representing more than 35% of either the aggregate ordinary voting power or the aggregate equity
value represented by the issued and outstanding Equity Interests of the Company.
“Change
in Law” means the occurrence, after the Restatement Effective Date, of any of the following: (a) the adoption or taking
effect of any law, rule or regulation, (b) any change in any law, rule or regulation or in the administration, interpretation,
implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority; provided that, for purposes of this Agreement,
(i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or
made or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International
Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory
authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the
date enacted, adopted, promulgated or issued.
15
“Claims”
has the meaning set forth in Section 2.18(c).
“Class”,
when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Tranche
One Revolving Loans, Tranche Two Revolving Loans, Tranche One Swingline Loans or Tranche Two Swingline Loans, (b) any Commitment,
refers to whether such Commitment is a Tranche One Commitment or a Tranche Two Commitment and (c) any Lender, refers to whether
such Lender has a Loan or Commitment of a particular Class.
“CME Term SOFR Administrator”
means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR)
(or a successor administrator).
“Code” means
the Internal Revenue Code of 1986, as amended.
“Commitment Increase”
has the meaning set forth in Section 2.09(d)(i).
“Commitments”
means the Tranche One Commitments and the Tranche Two Commitments, as the case may be. The aggregate amount of the Commitments as of
the Restatement Effective Date is US$7,000,000,000.
“Commodity Exchange
Act” means the Commodity Exchange Act (7 U.S.C. § et seq.), as amended from time to time, and any successor statute.
“Communications”
means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan
Party pursuant to any Loan Document or the transactions contemplated therein that is distributed to the Administrative Agent, any Lender
or any Issuing Bank through an Approved Electronic Platform.
“Company”
has the meaning set forth in the preamble to this Agreement.
“Consolidated EBITDA”
means, for any period, Consolidated Net Income for such period plus (a) without duplication and to the extent deducted in
determining such Consolidated Net Income, the sum, without duplication, of (i) consolidated interest expense for such period, (ii) consolidated
income tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period, (iv) extraordinary,
unusual or non-recurring charges, costs or expenses (whether cash or noncash), including such charges, costs and expenses with respect
to litigation or opioid matters, (v) restructuring, integration and other charges, costs and expenses that relate to any Acquisition,
any Disposition, any equity investment or any related transactions, in each case, not prohibited hereunder, (vi) any LIFO adjustment
(if negative) or charge for such period, (vii) non-cash charges for such period associated with derivatives transactions, including
such non-cash charges attributed to warrants issued and any associated hedging transactions and (viii) non-cash losses attributable
to remeasurement of the financial statements of any Subsidiary due to the jurisdiction of organization of such Subsidiary being a highly
inflationary economy (as determined under GAAP), and minus (b) without duplication and to the extent included in determining
such Consolidated Net Income, (i) any extraordinary, unusual or nonrecurring non-cash gains for such period, (ii) any LIFO
adjustment (if positive) or credit for such period, (iii) any non-cash gains for such period associated with derivatives transactions,
including such non-cash gains attributed to warrants issued and any associated hedging transactions, all determined on a consolidated
basis in accordance with GAAP and (iv) non-cash gains attributable to remeasurement of the financial statements of any Subsidiary
due to the jurisdiction of organization of such Subsidiary being a highly inflationary economy (as determined under GAAP). In the event
that the Company or any Subsidiary shall have completed a Material Acquisition or a Material Disposition since the beginning of the relevant
period, Consolidated EBITDA shall be determined for such period on a pro forma basis as if such Material Acquisition or Material Disposition,
and any related incurrence or repayment of Indebtedness, had occurred at the beginning of such period.
16
“Consolidated Net
Income” means, for any period, the net income or loss of the Company and the Subsidiaries for such period determined on a consolidated
basis in accordance with GAAP; provided that there shall be excluded (a) the income or loss of any Person (other than the
Company) that is not a Subsidiary, except to the extent of the amount of dividends or other distributions actually paid to the Company
or any of the Subsidiaries during such period, (b) the income or loss of any Person accrued prior to the date it becomes a Subsidiary
or is merged into, amalgamated with or consolidated with the Company or any Subsidiary or the date that such Person’s assets are
acquired by the Company or any Subsidiary and (c) the income or loss of, and any amounts referred to in clause (a) above paid
to, any Subsidiary that is not wholly owned by the Company to the extent such income or loss or such amounts are attributable to the
non-controlling interest in such Subsidiary.
“Consolidated
Tangible Assets” means the book value of the total consolidated assets of the Company and the Subsidiaries less the book value
of all intangible assets, including goodwill, trademarks, non-compete agreements, customer relationships, patents, unamortized deferred
financing fees, and other rights or nonphysical resources that are presumed to represent an advantage to the Company in the marketplace,
in each case determined on a consolidated basis in accordance with GAAP.
“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.
“CORRA”
means the Canadian Overnight Repo Rate Average administered and published by the Bank of Canada (or any successor administrator).
“CORRA Administrator”
means the Bank of Canada (or any successor administrator).
17
“Corresponding Tenor”
with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately
the same length (disregarding business day adjustment) as such Available Tenor.
“Covered Entity”
means (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b),
(b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b) or
(c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Covered Party”
has the meaning set forth in Section 11.20.
“Credit Party”
means the Administrative Agent, an Issuing Bank, a Swingline Lender or any other Lender.
“CTA” means
the United Kingdom Corporation Tax Act 2009.
“Daily Simple CORRA”
means, for any day (a “CORRA Rate Day”), a rate per annum equal to CORRA for the day (such day, “CORRA Determination
Date”) that is five RFR Business Days prior to (a) if such CORRA Rate Day is an RFR Business Day, such CORRA Rate Day
or (b) if such CORRA Rate Day is not an RFR Business Day, the RFR Business Day immediately preceding such CORRA Rate Day, in each
case, as such CORRA is published by the CORRA Administrator on the CORRA Administrator’s website. Any change in Daily Simple CORRA
due to a change in CORRA shall be effective from and including the effective date of such change in CORRA without notice to any Borrower.
If by 5:00 p.m., Toronto time, on any given CORRA Determination Date, CORRA in respect of such CORRA Determination Date has not been
published on the CORRA Administrator’s website and a Benchmark Replacement Date with respect to the Daily Simple CORRA has not
occurred, then CORRA for such CORRA Determination Date will be CORRA as published in respect of the first preceding RFR Business Day
for which such CORRA was published on the CORRA Administrator’s website, so long as such first preceding RFR Business Day is not
more than five Business Days prior to such CORRA Determination Date.
“Daily Simple CORRA
Loan” means a Loan that bears interest at a rate determined by reference to the Adjusted Daily Simple CORRA.
“Daily Simple ESTR”
means, for any day (an “ESTR Interest Day”), an interest rate per annum equal to the greater of (a) ESTR for
such ESTR Interest Day or, if such ESTR Interest Day is not an RFR Business Day, ESTR for the RFR Business Day immediately preceding
such ESTR Interest Day and (b) zero. Any change in Daily Simple ESTR due to a change in ESTR shall be effective from and including
the effective date of such change in ESTR without notice to any Borrower.
“Daily Simple RFR”
means, for any day, (a) with respect to any Loan denominated in Sterling, Daily Simple SONIA for such day, (b) with respect
to any Loan denominated in US Dollars, Daily Simple SOFR for such day, (c) with respect to any Loan denominated in Canadian Dollars
and only if applicable pursuant to Section 2.14, Adjusted Daily Simple CORRA for such day and (d) with respect to any Swingline
Loan denominated in Euro, Daily Simple ESTR for such day.
18
“Daily
Simple SOFR” means, for any day (a “SOFR Interest Day”), a rate per annum equal to SOFR for the day
(such day, a “SOFR Determination Date”) that is five RFR Business Days prior to (a) if such SOFR Interest Day
is an RFR Business Day, such SOFR Interest Day or (b) if such SOFR Interest Day is not an RFR Business Day, the RFR Business Day
immediately preceding such SOFR Interest Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s
Website; provided that if such rate as so determined shall be less than zero, such rate shall be deemed to be zero. Any change
in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR. If by 5:00
p.m., New York City time, on the second US Government Securities Business Day immediately following any SOFR Determination Date, SOFR
in respect of such SOFR Determination Date has not been published on the SOFR Administrator’s Website and a Benchmark Replacement
Date with respect to the Daily Simple SOFR has not occurred, then SOFR for such SOFR Determination Date will be SOFR as published in
respect of the first preceding US Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s
Website.
“Daily Simple SONIA”
means, for any day (a “SONIA Interest Day”), an interest rate per annum equal to the greater of (a) SONIA for
the day that is five RFR Business Days prior to (i) if such SONIA Interest Day is an RFR Business Day, such SONIA Interest Day or
(ii) if such SONIA Interest Day is not an RFR Business Day, the RFR Business Day immediately preceding such SONIA Interest Day and
(b) zero. Any change in Daily Simple SONIA due to a change in SONIA shall be effective from and including the effective date of
such change in SONIA without notice to any Borrower.
“Default”
means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.
“Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1,
as applicable.
“Defaulting Lender”
means any Lender that (a) has failed, within two Business Days of the date required to be funded, purchased or paid, (i) to
fund any portion of its Loans, unless such Lender notifies the Administrative Agent in writing that such failure is the result of such
Lender’s good faith determination that a condition precedent to funding (specifically identified in such writing, including by
reference to a particular Default, if any) has not been satisfied, (ii) to fund any portion of its participations in Letters of
Credit or Swingline Loans or (iii) to pay over to any Credit Party any other amount required to be paid by it hereunder, (b) has
notified the Company or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect
to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position
is based on such Lender’s good faith determination that a condition precedent (specifically identified in such writing, including
by reference to a particular Default, if any) to funding a Loan cannot be satisfied) or generally under other agreements in which it
commits to extend credit, (c) has failed, within three Business Days after request by a Credit Party, acting in good faith, to provide
a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able
to meet such obligations as of the date of such certification) to fund prospective Loans and participations in then outstanding Letters
of Credit and Swingline Loans, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon
such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, (d) has
become the subject of a Bankruptcy Event or (e) has become the subject of a Bail-In Action.
19
“Designated Currency”
means, in relation to any Tranche, any currency (a) that is freely transferable and convertible into US Dollars and (b) that
has been designated by the Administrative Agent as a Designated Currency under such Tranche at the request of the Company and with the
consent of the Administrative Agent and each Lender with a Commitment or a Revolving Credit Exposure under such Tranche. If the applicable
Lenders and the Administrative Agent shall so elect, the designation of a currency as a Designated Currency in relation to any Tranche
may be limited to one or more of the Borrowers entitled to borrow under such Tranche.
“Designated Obligations”
means all obligations of the Borrowers with respect to (a) principal of and interest on the Revolving Loans, (b) participations
in Swingline Loans funded (or required to be funded as provided in Article IX) by the Tranche One Lenders or the Tranche Two Lenders,
as applicable, (c) unreimbursed LC Disbursements and interest thereon and (d) all facility fees and Letter of Credit participation
fees.
“Disposition”
means any sale, transfer or other disposition (in one transaction or a series of related transactions) of (a) all or substantially
all the issued and outstanding Equity Interests in any Person that are owned by the Company and its Subsidiaries or (b) assets comprising
all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or
line of business of) any Person.
“Documentation Agents”
means BNP Paribas, Citibank, N.A., Societe Generale and Wells Fargo Bank, National Association.
“Domestic Subsidiary”
means any Subsidiary other than a Foreign Subsidiary.
“EEA Financial Institution”
means (a) any credit institution or investment firm established in any EEA Member Country that is subject to the supervision of
an EEA Resolution Authority, (b) any entity established in an EEA Member Country that is a parent of an institution or firm described
in clause (a) above or (c) any financial institution established in an EEA Member Country that is a subsidiary of an institution
or firm described in clause (a) or (b) above and is subject to consolidated supervision with its parent.
20
“EEA Member Country”
means any member state of the European Union, Iceland, Liechtenstein and Norway.
“EEA Resolution Authority”
means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including
any delegee) having responsibility for the resolution of any EEA Financial Institution.
“EEA Subsidiary”
means any Subsidiary organized in an EEA Member Country.
“Electronic Signature”
means an electronic signature, sound, symbol or process attached to, or associated with, a contract or other record and adopted by a
Person with the intent to sign, authenticate or accept such contract or record.
“Eligible Assignee”
means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person, other than, in each
case, (i) a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit
of, a natural person), (ii) the Company, any Subsidiary or any other Affiliate of the Company or (iii) a Defaulting Lender
or a Person that would be Defaulting Lender upon effectiveness of the applicable assignment.
“Environmental Laws”
means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued,
promulgated or entered into by or with any Governmental Authority, relating in any way to the environment, preservation or reclamation
of natural resources, the management, release or threatened release of any hazardous or toxic materials, substances or wastes or to health
and safety matters.
“Environmental Liability”
means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties
or indemnities), directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation,
use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
(d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other
consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
“Equity Interests”
means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a
trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase
or acquire any such equity interest (other than, prior to the date of conversion, Indebtedness that is convertible into any such
Equity Interests).
“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time.
21
“ERISA Affiliate”
means any trade or business (whether or not incorporated) that, together with the Company, is treated as a single employer under Section 414(b) or
(c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer
under Section 414 of the Code.
“ERISA Event”
means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with
respect to a Plan (other than an event for which the 30-day notice period is waived); (b) a failure by any Plan to satisfy the minimum
funding standards (as defined in Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, in each instance,
whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an
application for a waiver of the minimum funding standard with respect to any Plan; (d) a determination that any Plan is, or is expected
to be, in “at-risk” status (as defined in Section 430(i)(4) of the Code or Section 303(i)(4) of ERISA);
(e) the incurrence by the Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (f) the receipt by the Company or any ERISA Affiliate from the PBGC or a plan administrator of any notice
relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (g) the incurrence by the
Company or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer
Plan; or (h) the receipt by the Company or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the
Company or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer
Plan is, or is expected to be, insolvent pursuant to Section 4063, 4203 or 4205 of ERISA, or in “endangered” or “critical”
status, within the meaning of Section 432 of the Code or Section 305 of ERISA.
“ESTR” means,
with respect to any Business Day, a rate per annum equal to the Euro Short Term Rate for such Business Day published by the ESTR Administrator
on the ESTR Administrator’s Website.
“ESTR Administrator”
means the European Central Bank (or any successor administrator of the Euro Short Term Rate).
“ESTR Administrator’s
Website” means the European Central Bank’s website, currently at http://www.ecb.europa.eu, or any successor source for
the Euro Short Term Rate identified as such by the ESTR Administrator from time to time.
“ESTR Loan”
means any Loan that bears interest at a rate determined by reference to Daily Simple ESTR.
“EU Bail-In Legislation
Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as
in effect from time to time.
“EURIBO Rate”
means, with respect to any EURIBOR Borrowing for any Interest Period, the EURIBO Screen Rate at approximately 11:00 a.m., Brussels time,
two TARGET Days prior to the commencement of such Interest Period.
22
“EURIBO Screen Rate”
means a rate per annum equal to the euro interbank offered rate administered by the European Money Markets Institute (or any other Person
which takes over the administration of such rate) for the applicable period displayed (before any correction, recalculation or republication
by the administrator) on the Reuters screen page that displays such rate (currently EURIBOR01) (or, in the event such rate does
not appear on a page of the Reuters screen, on the appropriate page of such other information service that publishes such rate
as shall be selected by the Administrative Agent from time to time in its reasonable discretion).
“EURIBOR Borrowing”
means any Borrowing comprised of EURIBOR Loans.
“EURIBOR Loan”
means a Loan that bears interest at a rate determined by reference to the Adjusted EURIBO Rate.
“Euro” or
“€” means the single currency of the Participating Member States.
“Event of Default”
has the meaning assigned to such term in Article VII.
“Exchange Rate”
means on any day, for purposes of determining the US Dollar Equivalent of an amount denominated in any other currency, the rate at which
such other currency may be exchanged into US Dollars at the time of determination on such day as last provided (either by publication
or as may otherwise be provided to the Administrative Agent) by the applicable Reuters source on the Business Day (determined based on
New York City time) immediately preceding such day of determination (or, if a Reuters source ceases to be available or Reuters ceases
to provide such rate of exchange, as last provided by such other publicly available information service that provides such rate of exchange
at such time as shall be selected by the Administrative Agent from time to time in its reasonable discretion). Notwithstanding the foregoing
provisions of this definition or the definition of “US Dollar Equivalent”, each Issuing Bank may, solely for purposes of
computing the fronting fees owed to it under Section 2.12(b), compute the US Dollar amounts of the LC Exposures attributable to
Letters of Credit issued by it by reference to exchange rates determined using any reasonable method customarily employed by it for such
purpose.
“Exchange Rate Date”
means (a) with respect to any Loan denominated in any currency other than US Dollars, each of the following: (i) the date of
the borrowing of such Loan and (ii) (A) with respect to any Term Benchmark Loan, each date of a conversion into or continuation
of such Loan pursuant to the terms of this Agreement and (B) with respect to any RFR Loan, each date that is on the numerically
corresponding day in each calendar month that is one month after the date of the borrowing of such Loan (or, if there is no such numerically
corresponding day in such month, then the last day of such month), (b) with respect to any Letter of Credit denominated in
any currency other than US Dollars, each of the following: (i) the date on which such Letter of Credit is issued, (ii) the
first Business Day of each calendar month thereafter and (iii) the date of any amendment of such Letter of Credit that has
the effect of increasing the face amount thereof, and (c) each other date that the Administrative Agent shall designate as an “Exchange
Rate Date” at any time when an Event of Default exists.
23
“Excluded Taxes”
means, with respect to any Lender, (a) income or franchise Taxes imposed on (or measured by) its net income by (i) the United
States of America or (ii) the jurisdiction under the laws of which such Lender is organized, in which its principal office is located
or in which its applicable Lending Office is located, (b) any branch profits Taxes imposed by the United States of America or any
similar Taxes imposed by any other jurisdiction described in clause (a)(ii) above, (c) any withholding Taxes that are attributable
to the failure of such Lender to comply with Section 2.17(f), 2.17(g) or 2.17(h), (d) other than with respect to any Lender
that becomes a Lender through an assignment under Section 2.19(b), any withholding Taxes that are imposed on amounts payable by
a Borrower organized in the United States of America, the United Kingdom or Canada to or for the account of such Lender with respect
to an applicable interest in a Loan or Commitment (other than any such interest that such Lender acquires pursuant to the operation of
the CAM), to the extent such Taxes are (i) imposed by any taxation authority of such Borrower’s jurisdiction of organization
(including country) on amounts payable from locations within such jurisdiction to such Lender’s applicable Lending Office designated
for Borrowers organized in such jurisdiction and (ii) in effect and applicable (assuming the taking by such Borrower and such Lender
of all actions required in order for available exemptions from such Taxes to be effective) at the time such Lender becomes a party to
this Agreement (or designates a new Lending Office for Borrowers organized in such jurisdiction), except to the extent that such Lender
(or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts
with respect to such withholding Taxes pursuant to Section 2.17 and (e) any US Federal withholding Taxes imposed under FATCA.
“Existing Credit Agreement”
means this Credit Agreement, as amended and in effect immediately prior to the Restatement Effective Date.
“Existing Letters
of Credit” means (a) each letter of credit previously issued or, pursuant to the terms of the Existing Credit Agreement,
deemed issued for the account of the Company or a Subsidiary pursuant to the Existing Credit Agreement and listed on Schedule 2.05A and
(b) any other letter of credit that is issued by any Issuing Bank (or any Person that substantially concurrently with the effectiveness
of such designation shall become an Issuing Bank as provided herein) for the account of the Company or any Subsidiary and, subject to
the requirements set forth in Section 2.05 as to the maximum LC Exposure and currency and expiration of Letters of Credit, is designated
as an “Existing Letter of Credit” (and as a Tranche One Letter of Credit or Tranche Two Letter of Credit) by written notice
thereof by the Company and such Issuing Bank (or such any other Person) to the Administrative Agent (which notice shall contain a representation
and warranty by the Company as of the date thereof that the conditions precedent set forth in Sections 4.02(a) and 4.02(b) shall
be satisfied immediately after giving effect to such designation).
“Existing Maturity
Date” has the meaning set forth in Section 2.23.
24
“Existing Securitization”
means the Securitization provided for in the Amended and Restated Receivables Purchase Agreement dated as of April 29, 2010, as
amended, among Amerisource Receivables Financial Corporation, as seller, AmerisourceBergen Drug Corporation, as initial servicer, various
purchaser groups from time to time party thereto and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), as administrator.
“Extending Lender”
has the meaning set forth in Section 2.23.
“Extension”
has the meaning set forth in Section 2.23.
“Extension Closing
Date” has the meaning set forth in Section 2.23.
“Extension Notice”
has the meaning set forth in Section 2.23.
“Factoring Arrangement”
means an arrangement whereby the Company or any of its Subsidiaries sells, on a non-recourse basis except to the extent customary in
a “true sale” arrangement, its accounts receivable in connection with the collection of such accounts receivable in the ordinary
course of business and to effect an acceleration of payment thereof (and not as part of a financing by the Company or any Subsidiary).
“FATCA”
means Sections 1471 through 1474 of the Code, as of the Restatement Effective Date (or any amended or successor version that is
substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations
thereof, any intergovernmental agreements entered into thereunder and any agreements entered into pursuant to Section 1471(b)(1) of
the Code.
“Federal Funds Effective
Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary
institutions, as determined in such manner as shall be set forth on the NYFRB’s Website from time to time, and published on the
next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if such rate as so determined shall
be less than zero, such rate shall be deemed to be zero for all purposes of this Agreement.
“Federal Reserve Board”
means the Board of Governors of the Federal Reserve System of the United States of America.
“Financial Officer”
means (a) with respect to the Company, the chief financial officer, principal accounting officer, treasurer, controller, assistant
controller, assistant treasurer or director of treasury or director or officer with comparable responsibilities of the Company and (b) with
respect to any Borrowing Subsidiary, the chief financial officer, principal accounting officer, treasurer, controller, assistant treasurer
or director of treasury or director or officer with comparable responsibilities of the Company or such Borrowing Subsidiary; provided
that, when such term is used in reference to any document executed by, or a certification of, a Financial Officer, the secretary or assistant
secretary of the Company or such Borrowing Subsidiary, as the case may be, shall have, theretofore (including on the Restatement Effective
Date) or concurrently therewith, delivered an incumbency certificate to the Administrative Agent as to the authority of such individual.
25
“Fitch”
means Fitch, Inc., and any successor to its rating agency business.
“Floor”
means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification,
amendment or renewal of this Agreement or otherwise) with respect to the Term SOFR, the Daily Simple SOFR, the Daily Simple SONIA, the
Adjusted EURIBO Rate, the Adjusted Term CORRA, the Adjusted Daily Simple CORRA, the Central Bank Rate or the Canadian Prime Rate, as
applicable.
“Foreign Currency
Overnight Rate” means, for any day, with respect to any amount, (a) (i) if such amount is denominated in Canadian
Dollars, a rate per annum equal to the Canadian Prime Rate, (ii) if such amount is denominated in Euro, a rate per annum equal to
the Daily Simple ESTR, (iii) if such amount is denominated in Sterling, a rate per annum equal to the Daily Simple SONIA and (iv) if
such amount is denominated in any other currency, a rate per annum at which overnight deposits in such currency, in an amount approximately
equal to the amount with respect to which such rate is being determined, would be offered for such day in the principal interbank market
for such currency, as such rate is determined by the Administrative Agent by such means as the Administrative Agent shall determine to
be reasonable, or (b) if, with respect to any currency, the Administrative Agent reasonably determines that it is unable to determine
the rate referred to in clause (a) above with respect to such currency, then a rate per annum equal to the Central Bank Rate with
respect to such currency; provided that, if the Foreign Currency Overnight Rate as so determined would be less than zero, the
Foreign Currency Overnight Rate will be deemed to be zero.
“Foreign Subsidiary”
means any Subsidiary that is organized under the laws of a jurisdiction other than the United States of America, any State thereof
or the District of Columbia.
“GAAP” means
generally accepted accounting principles in the United States of America as in effect, subject to Section 1.04, from time to
time.
“Governmental Authority”
means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national body exercising
such powers or functions, such as the European Union or the European Central Bank).
26
“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having
the economic effect of guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly
or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds
for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for
the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness
of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity
of the primary obligor so as to enable the primary obligor to pay such Indebtedness or (d) as an account party in respect of any
letter of credit or letter of guaranty issued to support such Indebtedness; provided that the term “Guarantee” shall
not include endorsements for collection or deposit in the ordinary course of business. The amount, as of any date of determination, of
any Guarantee shall be the lesser of (i) the principal amount outstanding on such date of the Indebtedness guaranteed thereby and
(ii) in the case of any Guarantee the terms of which limit the monetary exposure of the guarantor, the maximum monetary exposure
as of such date of the guarantor under such Guarantee (as determined pursuant to such terms).
“Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including
petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, per- or polyfluoroalkyl substances,
radon gas, infectious or medical wastes, and all other substances or wastes of any nature regulated pursuant to any Environmental Law.
“Hedging Agreement”
means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest
or currency exchange rate or commodity price hedging arrangement or any credit default swap agreement.
“HMRC” means
H.M. Revenue & Customs.
“HMRC DT Treaty Passport
Scheme” means the HMRC Double Taxation Treaty Passport scheme.
“Increase Effective
Date” has the meaning set forth in Section 2.09(d)(i).
“Increasing Lender”
has the meaning set forth in Section 2.09(d)(i).
“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or
other title retention agreements relating to property acquired by such Person (excluding trade accounts payable incurred in the ordinary
course of business), (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding
(i) deferred compensation payable to directors, officers or employees of such Person, (ii) trade accounts payable incurred
in the ordinary course of business and (iii) any purchase price adjustment or earn-out incurred in connection with an acquisition),
(e) 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 property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed,
(f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) the
maximum aggregate amount of all letters of credit and letters of guaranty in respect of which such Person is an account party, (i) all
obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances and (j) all obligations of such Person
incurred under or in connection with a Securitization; provided that, notwithstanding the foregoing, obligations of such Person
arising under the Factoring Arrangements solely as a result of a recharacterization of a sale by such Person of accounts receivable as
incurrence of debt shall not constitute Indebtedness. The Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such
Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide
that such Person is not liable therefor.
27
“Indemnified Taxes”
means Taxes, other than Excluded Taxes.
“Indemnitee”
has the meaning set forth in Section 11.03(c).
“Index Debt”
means the Company’s senior, unsecured, non-credit-enhanced long-term Indebtedness for borrowed money.
“Information Memorandum”
means the Confidential Information Memorandum dated July 2026, relating to the Company and the Transactions.
“Interest Election
Request” means a request by a Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.08, which
shall be substantially in the form approved by the Administrative Agent and separately provided to the Company.
“Interest Payment
Date” means (a) with respect to any ABR Loan or Canadian Prime Rate Loan, the first Business Day of each January, April,
July and October and the Maturity Date, (b) with respect to any Term Benchmark Loan, the last day of the Interest Period
applicable to the Borrowing of which such Loan is a part and, in the case of a Term Benchmark Borrowing with an Interest Period of more
than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’
duration after the first day of such Interest Period and the Maturity Date, (c) with respect to any RFR Loan (other than a Swingline
Loan), each date that is on the numerically corresponding day and in each calendar month that is one month after the borrowing of, or
conversion to, such Loan (or, if there is no such numerically corresponding day in such month, then the last day of such month) and the
Maturity Date and (d) with respect to any Swingline Loan, the first Business Day of each calendar month and the day that such Loan
is required to be repaid.
28
“Interest Period”
means, with respect to any Term Benchmark Borrowing, the period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is (a) for Term SOFR Borrowings and EURIBOR Borrowings, one, three or six months
thereafter and (b) for Term CORRA Borrowings, one or three months thereafter, in each case, as the applicable Borrower may elect
(in each case, subject to the availability of such Interest Period for the applicable Benchmark for any Agreed Currency); provided
that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period
shall end on the next preceding Business Day, (ii) any Interest Period that commences on the last Business Day of a calendar month
(or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the
last Business Day of the last calendar month of such Interest Period and (iii) no tenor that has been removed from this definition
pursuant to Section 2.14(b)(iv) shall be available for specification in any Borrowing Request or any Interest Election Request.
For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the
effective date of the most recent conversion or continuation of such Borrowing. Notwithstanding anything in this Agreement to the contrary,
in the case of the Specified Existing Borrowing, the Interest Period applicable thereto will end on the same date as the last day of
the Interest Period applicable to the Specified Existing Borrowing as of the Restatement Effective Date immediately prior to the effectiveness
of the amendment and restatement of this Agreement.
“ISP” means,
with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International
Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).
“Issuing Bank”
means (a) each of JPMorgan, Bank of America, N.A., BNP Paribas, Citibank, N.A., Societe Generale and Wells Fargo Bank, National
Association and (b) each other Lender that shall have become an Issuing Bank hereunder as provided in Section 2.05(j) (other
than any Person that shall have ceased to be an Issuing Bank as provided in Section 2.05(k)), each in its capacity as an issuer
of Letters of Credit hereunder. Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates
or branches of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate or branch with respect
to Letters of Credit issued by such Affiliate or branch (it being agreed that such Issuing Bank shall cause such Affiliate or branch
to comply with the requirements of Section 2.05 with respect to such Letters of Credit).
“Issuing Bank Agreement”
has the meaning set forth in Section 2.05(j).
“ITA” means
the United Kingdom Income Tax Act 2007.
“JPMorgan”
means JPMorgan Chase Bank, N.A.
“LC Commitment”
means, with respect to any Issuing Bank, the maximum permitted amount of the LC Exposure that may be attributable to Letters of Credit
issued by such Issuing Bank. The initial amount of each Issuing Bank’s LC Commitment is set forth in Schedule 2.05B or, in the
case of any Issuing Bank that becomes an Issuing Bank hereunder pursuant to Section 2.05(j), in its Issuing Bank Agreement. The
LC Commitment of any Issuing Bank may be increased or reduced by written agreement between such Issuing Bank and the Company, provided
that a copy of such written agreement shall have been delivered to the Administrative Agent.
29
“LC Disbursement”
means a Tranche One LC Disbursement or a Tranche Two LC Disbursement.
“LC Exchange Rate”
means, on any day, for purposes of determining the US Dollar Equivalent of an amount denominated in any other currency, the rate at which
US Dollars may be exchanged into such other currency at the time of determination on such day as last provided (either by publication
or as may otherwise be provided to the Administrative Agent) by the applicable Reuters source on the Business Day (determined based on
New York City time) immediately preceding such day of determination (or, if a Reuters source ceases to be available or Reuters ceases
to provide such rate of exchange, as last provided by such other publicly available information service that provides such rate of exchange
at such time as shall be selected by the Administrative Agent from time to time in its reasonable discretion).
“LC Exposure”
means, at any time, the sum of the Tranche One LC Exposure and the Tranche Two LC Exposure at such time.
“LC Participation
Calculation Date” means, with respect to any LC Disbursement made by any Issuing Bank or any refund of a reimbursement payment
made by any Issuing Bank to any Borrower, in each case in a currency other than US Dollars, (a) the date on which such Issuing Bank
shall advise the Administrative Agent that it purchased with US Dollars the currency used to make such LC Disbursement or refund or (b) if
such Issuing Bank shall not advise the Administrative Agent that it made such a purchase, the date on which such LC Disbursement or refund
is made.
“Lender-Related Person”
means the Administrative Agent, each Arranger, the Syndication Agent, each Documentation Agent, each Issuing Bank and each Lender, and
each Related Party of any of the foregoing Persons.
“Lenders”
means the Persons listed on Schedule 2.01 and any other Person that shall have become a Lender pursuant to an Assignment and Assumption
or an Accession Agreement, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless
the context otherwise requires, the term “Lenders” includes each Swingline Lender.
“Lending Office”
means a Tranche One Lending Office or a Tranche Two Lending Office.
“Letter of Credit”
means any Tranche One Letter of Credit or Tranche Two Letter of Credit.
“Leverage Ratio”
means, on any date, the ratio of (a) Total Indebtedness as of such date to (b) Consolidated EBITDA for the period of four consecutive
fiscal quarters of the Company ended on such date (or, if such date is not the last day of a fiscal quarter, ended on the last day of
the fiscal quarter of the Company most recently ended prior to such date).
30
“Liabilities”
means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.
“Lien” means,
with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest
in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention
agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in
the case of securities, any purchase option, call or similar right of a third party with respect to such securities.
“Loan Documents”
means this Agreement, each Borrower Joinder Agreement, each Borrower Termination Agreement, any guarantee agreement entered into pursuant
to Section 6.01, any incremental facility agreement referred to in Section 2.09(d)(i) and, other than for purposes of
Section 11.02, each Swingline Agreement, each Issuing Bank Agreement, any agreement between the Company and any Issuing Bank regarding
such Issuing Bank’s LC Commitment and each promissory note issued hereunder.
“Loan Parties”
means, at any time, the Company, each other Borrower and each Subsidiary that at such time is a party to any guarantee agreement entered
into pursuant to Section 6.01.
“Loans”
means the loans made by the Lenders to the Borrowers pursuant to this Agreement.
“Mandatory Restrictions” has
the meaning set forth in Section 1.08.
“Material Acquisition”
means any Acquisition by the Company and the Subsidiaries the aggregate consideration for which paid or payable by the Company and the
Subsidiaries exceeds US$500,000,000.
“Material Adverse
Effect” means a material adverse effect on (a) the business, results of operations or financial condition of the Company
and the Subsidiaries taken as a whole, (b) the ability of the Loan Parties, taken as a whole, to perform any of their obligations
under any Loan Document or (c) the rights of or benefits available to the Lenders under any Loan Document.
“Material Disposition”
means any Disposition by the Company and the Subsidiaries the aggregate consideration for which paid or payable to the Company and the
Subsidiaries exceeds US$500,000,000.
“Material Indebtedness”
means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Hedging Agreements, of any
one or more of the Company and the Subsidiaries, in an aggregate principal amount exceeding US$250,000,000; provided that the
term Material Indebtedness shall not include the Indebtedness of Profarma or its subsidiaries to the extent such Indebtedness is not
Guaranteed by the Company or any Subsidiary (other than Profarma and its subsidiaries). For purposes of determining Material Indebtedness,
the “principal amount” of the obligations of the Company or any Subsidiary (a) in respect of any Hedging Agreement at
any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Company or such Subsidiary would be
required to pay if such Hedging Agreement were terminated at such time and (b) in respect of any Securitization shall be determined
as set forth in the definition of such term.
31
“Maturity Date”
means, subject to extension pursuant to Section 2.23, July 31, 2031; provided that if such date shall not be a Business
Day, then the “Maturity Date” shall be the immediately preceding Business Day.
“MNPI” means
material information concerning the Company or any of the Subsidiaries or any of its or their respective securities that has not been
disseminated in a manner making it available to investors generally, within the meaning of Regulation FD under the Securities and Exchange
Act of 1934, as amended. For purposes of this definition, “material information” means information concerning the Company,
the Subsidiaries or any of its or their respective securities that could reasonably be expected to be material for purposes of the United
States federal and state securities laws.
“Moody’s”
means Moody’s Investors Service, Inc., and any successor to its rating agency business.
“Multiemployer Plan”
means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.
“Non-Extending Lender”
has the meaning set forth in Section 2.23.
“NYFRB”
means the Federal Reserve Bank of New York.
“NYFRB Rate”
means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding
Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that
if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” shall mean the rate for a federal
funds transaction quoted at 11:00 a.m., New York City time, on such day received by the Administrative Agent from a federal funds
broker of recognized standing selected by it; provided further that if the NYFRB Rate determined as set forth above shall be less
than zero, such rate shall be deemed to be zero.
“NYFRB’s Website”
means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.
32
“Obligations”
means (a) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when
and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (b) each payment required
to be made by any Borrower under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of
reimbursement of LC Disbursements, interest thereon (including interest accruing during the pendency of any bankruptcy, insolvency, receivership
or other similar proceeding, regardless of whether allowed or allowable in such proceeding) and obligations to provide cash collateral,
(c) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent,
fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other
similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Loan Parties under this Agreement and the
other Loan Documents and (d) the due and punctual payment and performance of all obligations of the Company and the Subsidiaries
under all Hedging Agreements and under agreements providing for Cash Management Services, in each case, (i) existing on the Restatement
Effective Date with a Person that is a Lender on such date (or an Affiliate of such a Lender) or (ii) with a Person that shall have
been the Administrative Agent or a Lender at the time the applicable Hedging Agreement or the applicable agreement providing for Cash
Management Services was entered into (or an Affiliate of the Administrative Agent or such a Lender).
“Other Connection
Taxes” means, with respect to any Credit Party, Taxes imposed as a result of a present or former connection between such Credit
Party and the jurisdiction imposing such Taxes (other than a connection arising from such Credit Party having executed, delivered, enforced,
become a party to, performed its obligations under, received payments under, received or perfected a security interest under, or engaged
in any other transaction pursuant to, or enforced, any Loan Document, or sold or assigned an interest in any Loan Document).
“Other Taxes”
means any and all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes, or any other excise
or property Taxes, charges or similar levies, arising from any payment made under any Loan Document or from the execution, delivery,
performance, enforcement or registration of, or from the receipt or perfection of a security interest under, or otherwise with respect
to, any Loan Document.
“Overnight Bank Funding
Rate” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated
in US Dollars by US-managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set
forth on the NYFRB’s Website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight
bank funding rate; provided that if such rate as so determined shall be less than zero, such rate shall be deemed to be zero.
“Overnight Rate”
means, for any day, (a) with respect to any amount denominated in US Dollars, the greater of (i) the NYFRB Rate and (ii) an
overnight rate reasonably determined by the Administrative Agent in accordance with banking industry rules on interbank compensation
and (b) with respect to any amount denominated in any other currency, an overnight rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation.
33
“Participant”
has the meaning set forth in Section 11.04(f).
“Participant Register”
has the meaning set forth in Section 11.04(f).
“Participating Member
State” means any member state of the European Union that has the euro as its lawful currency in accordance with legislation
of the European Union relating to Economic and Monetary Union.
“Payment”
has the meaning set forth in Section 8.04(c).
“Payment Notice”
has the meaning set forth in Section 8.04(c).
“PBGC” means
the Pension Benefit Guaranty Corporation referred to and defined in ERISA.
“Permitted Encumbrances”
means:
(a) Liens imposed by law
for Taxes that are not yet due or are being contested in compliance with Section 5.04;
(b) carriers’, warehousemen’s,
mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business
and securing obligations that are not overdue by more than 60 days or are being contested in compliance with Section 5.04;
(c) pledges and deposits
made (i) in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social
security laws (other than any Lien imposed pursuant to Section 430(k) of the Code or Section 303(k) of ERISA or a
violation of Section 436 of the Code) and (ii) in respect of letters of credit, bank guarantees or similar instruments issued
for the account of the Company or any Subsidiary in the ordinary course of business supporting obligations of the type set forth in clause
(i) above;
(d) pledges and deposits
made (i) to secure the performance of bids, trade contracts, leases, statutory obligations (other than any Lien imposed pursuant
to Section 430(k) of the Code or Section 303(k) of ERISA), surety and appeal bonds, performance bonds and other obligations
of a like nature, in each case in the ordinary course of business, and (ii) in respect of letters of credit, bank guarantees or
similar instruments issued for the account of the Company or any Subsidiary in the ordinary course of business supporting obligations
of the type set forth in clause (i) above;
(e) judgment liens in
respect of judgments that do not constitute an Event of Default under clause (k) of Article VII;
34
(f) easements, zoning
restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that
do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary
conduct of business of the Company or any Subsidiary;
(g) banker’s liens,
rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions; provided
that such deposit accounts or funds are not established or deposited for the purpose of providing collateral for any Indebtedness and
are not subject to restrictions on access by the Company or any Subsidiary in excess of those required by applicable banking regulations;
(h) Liens arising by virtue
of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into
by the Company and the Subsidiaries in the ordinary course of business;
(i) Liens representing
any interest or title of a licensor, lessor or sublicensor or sublessor, or a licensee, lessee or sublicensee or sublessee, in the property
subject to any lease, license or sublicense or concession agreement permitted by this Agreement;
(j) Liens that are contractual
rights of set-off;
(k) deposits of cash and
cash equivalents with a trustee or a similar representative made to defease or to satisfy and discharge any debt securities;
(l) Liens on earnest money
deposits made by the Company or any Subsidiary in connection with any letter of intent or purchase agreement with respect to an Acquisition
or other investment permitted hereunder; and
(m) customary Liens arising
under sale agreements related to any disposition permitted hereunder, provided that such Liens extend only to the property to
be disposed of;
provided
that, except as set forth in clauses (c)(ii), (d)(ii) and (k), the term “Permitted Encumbrances” shall not include any
Lien securing Indebtedness.
“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.
“Plan” means
any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412
of the Code or Section 302 of ERISA, and in respect of which the Company or any ERISA Affiliate is (or, if such plan were terminated,
would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.
35
“Prime Rate”
means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if
The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board
in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate
is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent in its reasonable discretion)
or any similar release by the Federal Reserve Board (as determined by the Administrative Agent in its reasonable discretion). Each change
in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.
“Proceeding”
means any claim, litigation, investigation, action, suit, arbitration or administrative, judicial or regulatory action or proceeding
in any jurisdiction.
“Proceeds”
has the meaning specified in Section 9-102 of the Uniform Commercial Code of the State of New York.
“Profarma”
means Profarma Distribuidora de Produtos Farmacêuticos S.A., a company organized under the laws of Brazil.
“PTE” means
a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
“QFC” has
the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C.
§ 5390(c)(8)(D).
“QFC Credit Support”
has the meaning set forth in Section 11.20.
“Rating”
means, with respect to Moody’s, S&P or Fitch, the rating by such rating agency of the Index Debt.
“Reference Time”
with respect to any setting of the then-current Benchmark means (a) if such Benchmark is Term SOFR, 5:00 a.m., Chicago time, on
the day that is two US Government Securities Business Days preceding the date of such setting, (b) if such Benchmark is Term CORRA,
1:00 p.m., Toronto time, on the day that is two Business Days preceding the date of such setting, (c) if such Benchmark is the EURIBO
Rate, 11:00 a.m., Brussels time, two TARGET Days preceding the date of such setting, (d) if the RFR for such Benchmark is SONIA,
Daily Simple SOFR or (if applicable pursuant to Section 2.14) Daily Simple CORRA, then four RFR Business Days prior to such setting
or (e) otherwise, the time determined by the Administrative Agent in its reasonable discretion.
“Register”
has the meaning set forth in Section 11.04(d).
“Regulation U”
means Regulation U of the Federal Reserve Board as from time to time in effect and all official rulings and interpretations thereunder
or thereof.
“Related Parties”
means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, members,
trustees, agents, partners, managers, representatives and advisors of such Person and such Person’s Affiliates.
36
“Relevant Governmental
Body” means (a) with respect to a Benchmark Replacement in respect of Loans denominated in US Dollars, the Federal Reserve
Board and/or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case,
any successor thereto, (b) with respect to a Benchmark Replacement in respect of Loans denominated in Euro, the European Central
Bank, or a committee officially endorsed or convened by the European Central Bank or, in each case, any successor thereto, (c) with
respect to a Benchmark Replacement in respect of Loans denominated in Sterling, the Bank of England, or a committee officially endorsed
or convened by the Bank of England or, in each case, any successor thereto, (d) with respect to a Benchmark Replacement in respect
of Loans denominated in Canadian Dollars, the Bank of Canada, or a committee officially endorsed or convened by the Bank of Canada or,
in each case, any successor thereto and (e) with respect to a Benchmark Replacement in respect of Loans denominated in any other
currency, (i) the central bank for the currency in which such Benchmark Replacement is denominated or any central bank or other
supervisor which is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark
Replacement or (ii) any working group or committee officially endorsed or convened by (A) the central bank for the currency
in which such Benchmark Replacement is denominated, (B) any central bank or other supervisor that is responsible for supervising
either (1) such Benchmark Replacement or (2) the administrator of such Benchmark Replacement, (C) a group of those central
banks or other supervisors or (D) the Financial Stability Board or any part thereof.
“Relevant Rate”
means (a) with respect to any Term Benchmark Borrowing denominated in US Dollars, the Term SOFR, (b) with respect to any Term
Benchmark Borrowing denominated in Euro, the Adjusted EURIBO Rate, (c) with respect to any Term Benchmark Borrowing denominated
in Canadian Dollars, Adjusted Term CORRA, (d) with respect to any RFR Borrowing denominated in US Dollars, the Daily Simple SOFR,
(e) with respect to any RFR Borrowing denominated in Canadian Dollars (if such Type of Borrowing is applicable pursuant to Section 2.14),
Adjusted Daily Simple CORRA and (f) with respect to any RFR Borrowing denominated in Sterling, the Daily Simple SONIA.
“Relevant Screen Rate”
means (a) with respect to any Term Benchmark Borrowing denominated in US Dollars, the Term SOFR Reference Rate, (b) with respect
to any Term Benchmark Borrowing denominated in Canadian Dollars, Term CORRA and (c) with respect to any Term Benchmark Borrowing
denominated in Euro, the EURIBO Screen Rate.
“Required Lenders”
means, at any time, Lenders having Revolving Credit Exposures and unused Commitments representing more than 50% of the sum of the total
Revolving Credit Exposures and unused Commitments of all Lenders at such time; provided, that for purposes of this definition,
(a) the Tranche One Revolving Credit Exposure of any Swingline Lender shall be deemed to exclude any amount of its Tranche One Swingline
Exposure in excess of its Tranche One Percentage of all outstanding Tranche One Swingline Loans, but adjusted to give effect to any reallocation
under Section 2.22(d) of the Tranche One Swingline Exposures of Defaulting Lenders in effect at such time, (b) the Tranche
Two Revolving Credit Exposure of any Swingline Lender shall be deemed to exclude any amount of its Tranche Two Swingline Exposure in
excess of its Tranche Two Percentage of all outstanding Tranche Two Swingline Loans, but adjusted to give effect to any reallocation
under Section 2.22(d) of the Tranche Two Swingline Exposures of Defaulting Lenders in effect at such time, and (c) the
unused Commitments of any such Lender shall be determined on the basis of its Tranche One Revolving Credit Exposure or Tranche Two Revolving
Credit Exposure, as applicable, excluding the excess amounts referred to in the preceding clauses (a) and (b).
37
“Resolution Authority”
means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
“Restatement Effective
Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 11.02).
“Restricted Lender”
has the meaning set forth in Section 1.08.
“Reuters”
means Thomson Reuters Corporation, Refinitiv or, in each case, a successor thereto.
“Revolving Borrowing”
means any Borrowing comprised of Revolving Loans.
“Revolving Credit
Exposure” means a Tranche One Revolving Credit Exposure or a Tranche Two Revolving Credit Exposure.
“Revolving Loan”
means a Tranche One Revolving Loan or a Tranche Two Revolving Loan.
“RFR” means
(a) for any Loan denominated in Sterling, SONIA, (b) for any Loan denominated in US Dollars, Daily Simple SOFR, (c) for
any Loan denominated in Canadian Dollars, Adjusted Daily Simple CORRA and (d) for any Swingline Loan denominated in Euro, ESTR.
“RFR Borrowing”
means any Borrowing comprised of RFR Loans.
“RFR Business Day”
means (a) for any Loan denominated in Sterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on
which banks are closed for business in London, (b) for any Loan denominated in US Dollars, a US Government Securities Business Day,
(c) for any Swingline Loan denominated in Euro, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on
which banks are closed for business in Brussels and (d) for any Loan denominated in Canadian Dollars, any day except for (i) Saturday,
(ii) Sunday or (iii) a day on which commercial banks in Toronto are authorized or required by law to remain closed.
“RFR Loan”
means a Loan that bears interest at a rate determined by reference to a Daily Simple RFR.
38
“S&P”
means S&P Global Ratings, a division of S&P Global Inc., and any successor to its ratings agency business.
“Sanctioned
Country” means, at any time, a country, territory or region that is itself the subject or target of any comprehensive
Sanctions (at the time of this Agreement, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic,
the Zaporizhzhia, Kherson and Crimea regions of Ukraine, Cuba, Iran, North Korea and Syria) at such time.
“Sanctioned
Person” means, at any time, any Person the subject or target of any Sanctions, including (a) any Person listed
in any Sanctions-related list of specially designated foreign nationals or other persons maintained (i) by the Office of Foreign
Assets Control of the United States Department of Treasury, the United States State Department or the United States Department of Commerce,
(ii) by the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom or (iii) the
Government of Canada or any of its departments or agencies, (b) any Person located, organized or ordinarily resident in a Sanctioned
Country or (c) any Person 50% or more owned or controlled by one or more Persons referenced in clause (a) or (b).
“Sanctions”
means economic or financial sanctions, trade embargoes or similar restrictions imposed, administered or enforced from time to time (a) by
the United States government, including those administered by the Office of Foreign Assets Control of the United States Department
of Treasury, the United States State Department or the United States Department of Commerce, (b) by the United Nations Security
Council, the European Union or His Majesty’s Treasury of the United Kingdom or (c) the Government of Canada or any of its
departments or agencies.
“Securitization”
means any transfer by the Company or any Subsidiary of accounts receivable and Proceeds thereof or interests therein (a) to a trust,
partnership, corporation, limited liability company or other entity, which transfer is funded in whole or in part, directly or indirectly,
by the incurrence or issuance by the transferee or successor transferee of Indebtedness or other securities that are to receive payments
from, or that represent interests in, the cash flow derived from such accounts receivable or interests therein, or (b) directly
to one or more investors or other purchasers; provided that a Factoring Arrangement shall not constitute a Securitization. The
“amount” or “principal amount” of any Securitization shall be deemed at any time to be the aggregate principal
or stated amount of the Indebtedness or other securities referred to in the first sentence of this definition or, if there shall be no
such principal or stated amount, the uncollected amount of the accounts receivable or interests therein transferred pursuant to such
Securitization, net of any such accounts receivables or interests therein that have been written off as uncollectible.
“Securitization Entity”
means Amerisource Receivables Financial Corporation, a Delaware corporation, and any other wholly owned limited purpose Subsidiary that
purchases accounts receivable of the Company or any Subsidiary pursuant to a Securitization.
39
“Significant Subsidiary”
means any Subsidiary which would constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X under
the Securities Act of 1933, as amended, and the Securities and Exchange Act of 1934, as amended.
“SOFR” means a rate equal to
the secured overnight financing rate as administered by the SOFR Administrator.
“SOFR Administrator”
means the NYFRB (or a successor administrator of the secured overnight financing rate).
“SOFR Administrator’s
Website” means the NYFRB’s Website or any successor source for the secured overnight financing rate identified as such
by the SOFR Administrator from time to time.
“SONIA”
means, with respect to any Business Day, a rate per annum equal to Sterling Overnight Index Average for such Business Day published by
the SONIA Administrator on the SONIA Administrator’s Website on the immediately succeeding Business Day.
“SONIA Administrator”
means the Bank of England (or any successor administrator of the Sterling Overnight Index Average).
“SONIA Administrator’s
Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor source for
the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.
“SONIA Loan”
means any Loan that bears interest at a rate determined by reference to Daily Simple SONIA.
“Specified Existing Borrowing”
means the Term CORRA Borrowing (as defined in the Existing Credit Agreement) that is outstanding under the Existing Credit Agreement
on the Restatement Effective Date under Tranche One thereunder.
“Specified Provision” has the
meaning set forth in Section 1.08.
“Statutory Reserve
Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves)
expressed as a decimal established by the Federal Reserve Board to which the Administrative Agent is subject with respect to the EURIBO
Rate, as applicable, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of
the Federal Reserve Board) or any other reserve ratio or analogous requirement of any central banking or financial regulatory authority
imposed in respect of the maintenance of the Commitments or the funding of the Loans. Such reserve percentages shall include those imposed
pursuant to such Regulation D. EURIBOR Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender
under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.
40
“Sterling”
or “£” means the lawful currency of the United Kingdom.
“subsidiary”
means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial
statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited
liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled by the parent or
one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.
“Subsidiary”
means any subsidiary of the Company.
“Supported QFC”
has the meaning set forth in Section 11.20.
“Swingline Agreement”
means an instrument executed by the Company, a Lender and the Administrative Agent under which such Lender agrees to serve as a Swingline
Lender.
“Swingline Borrowing”
means any Borrowing comprised of Swingline Loans.
“Swingline Exposure”
means, at any time, the sum of the Tranche One Swingline Exposure and the Tranche Two Swingline Exposure at such time.
“Swingline Lender”
means (a) JPMorgan, in its capacity as a lender of Swingline Loans pursuant to Section 2.04, and (b) any other Lender
that shall have agreed to serve in such capacity pursuant to its Swingline Agreement. Any Swingline Lender may perform any of its obligations
in its capacity as such through one or more of its Affiliates.
“Swingline Loan”
means a Tranche One Swingline Loan or a Tranche Two Swingline Loan.
“Syndication Agent”
means Bank of America, N.A.
“T2” means
the real time gross settlement system operated by the Eurosystem, or any successor system (or, if such system ceases to be operative,
such other system (if any) determined by the Administrative Agent to be a suitable replacement).
“TARGET Day”
means any day on which T2 is open for the settlement of payments in Euro.
41
“Taxes”
means any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed
by any Governmental Authority, including interest, additions to tax or penalties applicable thereto.
“Term Benchmark Borrowing”
means a Borrowing comprised of Term Benchmark Loans.
“Term Benchmark Loan”
means any Loan that bears interest at a rate determined by reference to the Term SOFR (other than as a result of clause (c) of the
definition of “Alternate Base Rate”), the Adjusted Term CORRA or the Adjusted EURIBO Rate.
“Term CORRA”
means, with respect to any Term CORRA Borrowing, the Term CORRA Reference Rate for a tenor comparable to the applicable Interest Period
on the day (such day, the “Periodic Term CORRA Determination Day”) that is two Business Days prior to the first day
of such Interest Period, as such rate is published by the Term CORRA Administrator; provided that if as of 1:00 p.m., Toronto
time, on any Periodic Term CORRA Determination Day the Term CORRA Reference Rate for the applicable tenor has not been published by the
Term CORRA Administrator and a Benchmark Replacement Date with respect to the Term CORRA Reference Rate has not occurred, then Term CORRA
will be the Term CORRA Reference Rate for such tenor as published by the Term CORRA Administrator on the first preceding Business Day
for which such Term CORRA Reference Rate for such tenor was published by the Term CORRA Administrator so long as such first preceding
Business Day is not more than five Business Days prior to such Periodic Term CORRA Determination Day.
“Term CORRA Administrator”
means Candeal Benchmark Administration Services Inc., TSX Inc. or any successor administrator.
“Term CORRA Borrowing”
means a Borrowing comprised of Term CORRA Loans.
“Term CORRA Loan”
means a Loan that bears interest at a rate determined by reference to the Adjusted Term CORRA.
“Term CORRA Notice”
means a notification by the Administrative Agent to the Company and the Lenders of the occurrence of a Term CORRA Reelection Event.
“Term CORRA Reelection
Event” means the determination by the Administrative Agent that (a) Term CORRA has been recommended for use by the Relevant
Governmental Body, (b) the administration of Term CORRA is administratively feasible for the Administrative Agent and (c) a
Benchmark Transition Event has previously occurred with respect to Term CORRA resulting in a Benchmark Replacement in accordance with
Section 2.14(b) that is not Term CORRA.
“Term CORRA Reference
Rate” means the forward-looking term rate based on CORRA.
42
“Term SOFR”
means, with respect to any Term SOFR Borrowing and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference
Rate at approximately 5:00 a.m., Chicago time, two US Government Securities Business Days prior to the commencement of such tenor comparable
to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator; provided that if such rate as
so determined shall be less than zero, such rate shall be deemed to be zero.
“Term SOFR Borrowing”
means any Borrowing comprised of Term SOFR Loans.
“Term SOFR Loan”
means any Loan that bears interest at a rate determined by reference to the Term SOFR (other than solely as a result of clause (c) of
the definition of Alternate Base Rate).
“Term SOFR Reference
Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term
SOFR Borrowing and for any tenor comparable to the applicable Interest Period, the rate per annum published by the CME Term SOFR Administrator
and identified by the Administrative Agent as the forward-looking term rate based on SOFR. If by 5:00 p.m., New York City time, on such
Term SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term
SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR has not occurred, then, so long as such day is otherwise
a US Government Securities Business Day, the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference
Rate as published in respect of the first preceding US Government Securities Business Day for which such Term SOFR Reference Rate was
published by the CME Term SOFR Administrator, so long as such first preceding US Government Securities Business Day is not more than
five US Government Securities Business Days prior to such Term SOFR Determination Day.
“Test Period”
means, as of any date, the period of four consecutive fiscal quarters of the Company then most recently ended for which financial statements
have been delivered (or are required to have been delivered) under Section 5.01(a) or 5.01(b), as applicable (or, prior to
the first such delivery and other than as such term is used in Section 6.05, the period of four consecutive fiscal quarters of the
Company ended June 30, 2026).
“Total
Indebtedness” means, as of any date, the sum, without duplication of (a) the aggregate principal amount of Indebtedness
of the Company and the Subsidiaries outstanding as of such date in the amount that would be reflected on a balance sheet prepared as
of such date on a consolidated basis in accordance with GAAP (but subject to Section 1.04(a)) and (b) the aggregate amount
of drawings and disbursements under letters of credit, letters of guaranty and bankers’ acceptances issued for the account of the
Company or any Subsidiary, in each case, solely to the extent such drawings and disbursements have not been reimbursed within three Business
Days (it being understood that all other obligations of the Company or any Subsidiary arising in respect of letters of credit, letters
of guaranty and bankers’ acceptances shall be excluded from “Total Indebtedness”); provided that, for the purposes
of determining Total Indebtedness, (i) obligations of the Company and the Subsidiaries under Securitizations shall be disregarded
and (ii) at any time after the definitive agreement for any Material Acquisition shall have been executed, any Acquisition Indebtedness
with respect to such Material Acquisition shall, unless such Material Acquisition shall have been consummated, be disregarded.
43
“Tranche”
means a category of Commitments and extensions of credit thereunder. For purposes hereof, each of the following shall comprise a separate
Tranche: (a) the Tranche One Commitments, the Tranche One Revolving Loans, the Tranche One Letters of Credit and the Tranche One
Swingline Loans (“Tranche One”) and (b) the Tranche Two Commitments, the Tranche Two Revolving Loans, the Tranche
Two Letters of Credit and the Tranche Two Swingline Loans (“Tranche Two”).
“Tranche One”
has the meaning set forth in the definition of the term “Tranche”.
“Tranche One Commitment”
means, with respect to each Lender, the commitment, if any, of such Lender to make Tranche One Revolving Loans and to acquire participations
in Tranche One Swingline Loans and Tranche One Letters of Credit hereunder, expressed as an amount representing the maximum aggregate
amount of such Lender’s Tranche One Revolving Credit Exposure hereunder, as such commitment may be reduced or increased from time
to time pursuant to Section 2.09 or assignments by or to such Lender pursuant to Section 11.04. The initial amount of each
Lender’s Tranche One Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption or the Accession Agreement pursuant
to which such Lender shall have assumed or acquired its Tranche One Commitment, as the case may be. The aggregate amount of the Tranche
One Commitments on the Restatement Effective Date is US$355,000,000.
“Tranche One LC Disbursement”
means a payment made by an Issuing Bank pursuant to a Tranche One Letter of Credit. The amount of any Tranche One LC Disbursement made
by an Issuing Bank in any currency other than US Dollars and not reimbursed by or on behalf of the applicable Borrower shall be determined
as set forth in Section 2.05(e) or 2.05(o), as applicable.
“Tranche
One LC Exposure” means, at any time, (a) the sum of the US Dollar Equivalents of the undrawn amounts of all outstanding
Tranche One Letters of Credit at such time plus (b) the sum of the US Dollar Equivalents of the amounts of all Tranche One
LC Disbursements that have not yet been reimbursed by or on behalf of the applicable Borrowers at such time. The Tranche One LC Exposure
of any Tranche One Lender at any time shall be its Tranche One Percentage of the total Tranche One LC Exposure at such time, adjusted
to give effect to any reallocation under Section 2.22(d) of the Tranche One LC Exposure of Defaulting Lenders in effect at
such time.
“Tranche One Lender”
means a Lender with a Tranche One Commitment or Tranche One Revolving Credit Exposure.
44
“Tranche One Lending
Office” means, with respect to any Tranche One Lender, such office(s) of such Lender (or an Affiliate of such Lender)
as such Lender may designate from time to time as its “Tranche One Lending Office(s)” in its Administrative Questionnaire
or by notice to the Company and the Administrative Agent. A Tranche One Lender may designate different Tranche One Lending Offices for
Loans to Borrowers in different jurisdictions.
“Tranche One Letter
of Credit” means a letter of credit issued under Section 2.05 and designated as a Tranche One Letter of Credit in the
request therefor submitted by the applicable Borrower and each letter of credit that is designated as a Tranche One Letter of Credit
on Schedule 2.05A or pursuant to the designation notice referred to in the definition of Existing Letters of Credit, other than any such
Letter of Credit that shall have ceased to be a Letter of Credit outstanding hereunder pursuant to Section 11.05.
“Tranche One Percentage”
means, with respect to any Tranche One Lender at any time, the percentage of the aggregate Tranche One Commitments represented by such
Tranche One Lender’s Tranche One Commitment at such time; provided that, for purposes of Section 2.22 when a Defaulting
Lender that is a Tranche One Lender shall exist, “Tranche One Percentage” shall mean, with respect to any Tranche One Lender,
the percentage of the aggregate Tranche One Commitments (disregarding any Defaulting Lender’s Tranche One Commitment) represented
by such Tranche One Lender’s Tranche One Commitment. If the Tranche One Commitments have expired or been terminated, the Tranche
One Percentages shall be determined on the basis of the Tranche One Commitments most recently in effect, giving effect to any assignments
and to any Tranche One Lender’s status as a Defaulting Lender at the time of determination.
“Tranche One Revolving
Credit Exposure” means, with respect to any Lender at any time, the aggregate amount of (a) the sum of the US Dollar Equivalents
of such Lender’s outstanding Tranche One Revolving Loans, (b) such Lender’s Tranche One LC Exposure and (c) such
Lender’s Tranche One Swingline Exposure.
“Tranche One Revolving
Loans” means Loans made by the Tranche One Lenders pursuant to Section 2.01(a).
“Tranche One Swingline
Exposure” means, at any time, the sum of the US Dollar Equivalents of the outstanding principal amount of all Tranche One Swingline
Loans at such time. The Tranche One Swingline Exposure of any Lender at any time shall be the sum of (a) its Tranche One Percentage
of the sum of the US Dollar Equivalents of the outstanding principal amount of all Tranche One Swingline Loans outstanding at such time
(excluding, in the case of any Lender that is a Swingline Lender, Tranche One Swingline Loans made by it and outstanding at such time
to the extent that the other Lenders shall not have funded their participations in such Tranche One Swingline Loans), adjusted to give
effect to any reallocation under Section 2.22(d) of the Tranche One Swingline Exposure of Defaulting Lenders in effect at such
time, and (b) in the case of any Lender that is a Swingline Lender, the sum of the US Dollar Equivalents of the principal amount
of all Tranche One Swingline Loans made by such Lender and outstanding at such time to the extent that the other Lenders shall not have
funded their participations in such Tranche One Swingline Loans.
45
“Tranche One Swingline
Loan” means a Loan made pursuant to Section 2.04 and designated in the notice delivered by the applicable Borrower pursuant
to paragraph (b) of such Section as a Tranche One Swingline Loan.
“Tranche Percentage”
means a Tranche One Percentage or a Tranche Two Percentage, as the case may be.
“Tranche Two”
has the meaning set forth in the definition of the term “Tranche”.
“Tranche Two Commitment”
means, with respect to each Lender, the commitment, if any, of such Lender to make Tranche Two Revolving Loans and to acquire participations
in Tranche Two Swingline Loans and Tranche Two Letters of Credit hereunder, expressed as an amount representing the maximum aggregate
amount of such Lender’s Tranche Two Revolving Credit Exposure hereunder, as such commitment may be reduced or increased from time
to time pursuant to Section 2.09 or assignments by or to such Lender pursuant to Section 11.04. The initial amount of each
Lender’s Tranche Two Commitment is set forth on Schedule 2.01 or in the Assignment and Assumption or the Accession Agreement pursuant
to which such Lender shall have assumed or acquired its Tranche Two Commitment, as the case may be. The aggregate amount of the Tranche
Two Commitments on the Restatement Effective Date is US$6,645,000,000.
“Tranche Two LC Disbursement”
means a payment made by an Issuing Bank pursuant to a Tranche Two Letter of Credit. The amount of any Tranche Two LC Disbursement made
by an Issuing Bank in any currency other than US Dollars and not reimbursed by or on behalf of the applicable Borrower shall be determined
as set forth in Section 2.05(e) or 2.05(o), as applicable.
“Tranche
Two LC Exposure” means, at any time, (a) the sum of the US Dollar Equivalents of the undrawn amounts of all outstanding
Tranche Two Letters of Credit at such time plus (b) the sum of the US Dollar Equivalents of the amounts of all Tranche Two
LC Disbursements that have not yet been reimbursed by or on behalf of the applicable Borrowers at such time. The Tranche Two LC Exposure
of any Tranche Two Lender at any time shall be its Tranche Two Percentage of the total Tranche Two LC Exposure at such time, adjusted
to give effect to any reallocation under Section 2.22(d) of the Tranche Two LC Exposure of Defaulting Lenders in effect at
such time.
“Tranche Two Lender”
means a Lender with a Tranche Two Commitment or a Tranche Two Revolving Credit Exposure.
“Tranche Two Lending
Office” means, with respect to any Tranche Two Lender, such office(s) of such Lender (or an Affiliate of such Lender)
as such Lender may designate from time to time as its “Tranche Two Lending Office(s)” in its Administrative Questionnaire
or by notice to the Company and the Administrative Agent. A Tranche Two Lender may designate different Tranche Two Lending Offices for
Loans to Borrowers in different jurisdictions.
46
“Tranche Two Letter
of Credit” means a letter of credit issued under Section 2.05 and designated as a Tranche Two Letter of Credit in the
request therefor submitted by the applicable Borrower and each letter of credit that is designated as a Tranche Two Letter of Credit
on Schedule 2.05A or pursuant to the designation notice referred to in the definition of Existing Letters of Credit, other than any such
Letter of Credit that shall have ceased to be a Letter of Credit outstanding hereunder pursuant to Section 11.05.
“Tranche Two Percentage”
means, with respect to any Tranche Two Lender at any time, the percentage of the aggregate Tranche Two Commitments represented by such
Tranche Two Lender’s Tranche Two Commitment at such time; provided that, for purposes of Section 2.22 when a Defaulting
Lender that is a Tranche Two Lender shall exist, “Tranche Two Percentage” shall mean, with respect to any Tranche Two Lender,
the percentage of the aggregate Tranche Two Commitments (disregarding any Defaulting Lender’s Tranche Two Commitment) represented
by such Tranche Two Lender’s Tranche Two Commitment. If the Tranche Two Commitments have expired or been terminated, the Tranche
Two Percentages shall be determined on the basis of the Tranche Two Commitments most recently in effect, giving effect to any assignments
and to any Tranche Two Lender’s status as a Defaulting Lender at the time of determination.
“Tranche Two Revolving
Credit Exposure” means, with respect to any Lender at any time, the aggregate amount of (a) the sum of the US Dollar Equivalents
of such Lender’s outstanding Tranche Two Revolving Loans, (b) such Lender’s Tranche Two LC Exposure and (c) such
Lender’s Tranche Two Swingline Exposure.
“Tranche Two Revolving
Loans” means Loans made by the Tranche Two Lenders pursuant to Section 2.01(b).
“Tranche Two Swingline
Exposure” means, at any time, the sum of the US Dollar Equivalents of the outstanding principal amount of all Tranche Two Swingline
Loans at such time. The Tranche Two Swingline Exposure of any Lender at any time shall be the sum of (a) its Tranche Two Percentage
of the sum of the US Dollar Equivalents of the outstanding principal amount of all Tranche Two Swingline Loans outstanding at such time
(excluding, in the case of any Lender that is a Swingline Lender, Tranche Two Swingline Loans made by it and outstanding at such time
to the extent that the other Lenders shall not have funded their participations in such Tranche Two Swingline Loans), adjusted to give
effect to any reallocation under Section 2.22(d) of the Tranche Two Swingline Exposure of Defaulting Lenders in effect at such
time, and (b) in the case of any Lender that is a Swingline Lender, the sum of the US Dollar Equivalents of the principal amount
of all Tranche Two Swingline Loans made by such Lender and outstanding at such time to the extent that the other Lenders shall not have
funded their participations in such Tranche Two Swingline Loans.
47
“Tranche Two Swingline
Loan” means a Loan made pursuant to Section 2.04 and designated in the notice delivered by the applicable Borrower pursuant
to paragraph (b) of such Section as a Tranche Two Swingline Loan.
“Transactions”
means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the making of Loans,
the use of the proceeds thereof, the issuance of the Letters of Credit, the creation of any Guarantee provided for herein and the other
transactions contemplated hereby.
“Type”,
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Term SOFR (other than solely as a result of clause (c) of the definition of Alternate
Base Rate), the Adjusted Term CORRA, the Adjusted EURIBO Rate, the Alternate Base Rate, the Daily Simple RFR or the Canadian Prime Rate.
“UCP” means,
with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce
Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).
“UK
Borrowing Subsidiary” means any Borrowing Subsidiary that is a UK Subsidiary.
“UK Financial Institutions”
means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom
Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated
by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates
of such credit institutions or investment firms.
“UK Qualifying Lender”
means a Lender which is beneficially entitled to interest payable to that Lender in respect of a Loan and is a Lender:
(a) which is:
(i) a
bank (as defined for the purpose of section 879 of the ITA) making an advance of a Loan hereunder and is within the charge to United
Kingdom corporation tax as respects any payments of interest made in respect of that advance or would be within such charge as respects
such payments apart from section 18A of the CTA; or
(ii) in
respect of an advance of a Loan hereunder by a person that was a bank (as defined for the purpose of section 879 of the ITA) at the time
that that advance was made and within the charge to United Kingdom corporation tax as respects any payments of interest made in respect
of that advance; or
48
(b) which
is:
(i) a
company resident in the United Kingdom for United Kingdom tax purposes;
(ii) a
partnership each member of which is:
(A) a company
so resident in the United Kingdom; or
(B) a company
not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings
into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable
in respect of that advance that falls to it by reason of Part 17 of the CTA; or
(C) a company
not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings
into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the
CTA) of that company.
“UK Resolution Authority”
means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
“UK
Subsidiary” means any Subsidiary that is incorporated or otherwise organized under the laws of the United Kingdom or
any political subdivision thereof.
“Unadjusted Benchmark
Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.
“US
Borrowing Subsidiary” means any Borrowing Subsidiary that is a US Subsidiary.
“US
Dollar Equivalent” means, on any date of determination, (a) with respect to any amount in US Dollars, such amount
and (b) with respect to any amount in any currency other than US Dollars, the equivalent in US Dollars of such amount, determined
by the Administrative Agent pursuant to Section 1.05 using the Exchange Rate or the LC Exchange Rate, as applicable, with respect
to such currency at the time in effect for such amount under the provisions of such Section.
“US Dollars”
or “US$” means the lawful currency of the United States of America.
“US Government Securities
Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry
and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes
of trading in United States government securities.
“US Person”
means a “United States person” within the meaning of Section 7701(a)(30) of the Code.
49
“US Special Resolution
Regime” has the meaning set forth in Section 11.20.
“US Subsidiary”
means any Subsidiary that is organized under the laws of the United States of America, any State thereof or the District of Columbia.
“US Tax Compliance
Certificate” has the meaning assigned to such term in Section 2.17(f)(ii)(B)(3).
“USA PATRIOT Act”
means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.
“wholly owned”
means, as to any Subsidiary, that all the Equity Interests in such Subsidiary (other than directors’ qualifying shares and other
nominal amounts of Equity Interests that are required to be held by other Persons under applicable law) are owned, directly or indirectly,
by the Company.
“Withdrawal Liability”
means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are
defined in Part 1 of Subtitle E of Title IV of ERISA.
“Write-Down and Conversion
Powers” means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution
Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers
are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution
Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or
any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations
of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised
under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related
to or ancillary to any of those powers.
SECTION 1.02. Classification
of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Tranche
One Revolving Loan”) or by Type (e.g., a “Term Benchmark Loan”) or by Class and Type (e.g., a “Tranche
One Term Benchmark Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Tranche
One Revolving Borrowing”) or by Type (e.g., a “Term Benchmark Revolving Borrowing”) or by Class and Type
(e.g., a “Tranche One Term Benchmark Revolving Borrowing”).
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SECTION 1.03. Terms
Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official
rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments,
orders, writs and decrees, of all Governmental Authorities. The words “asset” and “property” shall be construed
to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights. The word “will” shall be construed to have the same meaning and effect as the word “shall”.
Except as otherwise provided herein and unless the context requires otherwise (a) any definition of or reference to any agreement
(including any Loan Document), instrument or other document herein shall be construed as referring to such agreement, instrument or other
document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements
or modifications set forth herein), (b) any definition of or reference to any statute, regulation or other law herein shall be construed
(i) as referring to such statute, regulation or other law as from time to time amended, supplemented or otherwise modified (including
by succession of comparable successor statutes, regulations or other laws) and (ii) to include all official rulings and interpretations
thereunder having the force of law or with which affected Persons customarily comply, (c) any reference herein to any Person shall
be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and,
in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof,
(d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed
to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections,
Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (f) any
reference herein to “the date hereof”, “the date of this Agreement” or terms of similar import shall be construed
as a reference to the Restatement Effective Date.
SECTION 1.04. Accounting
Terms; GAAP; Pro Forma Computations. (a) Except
as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP,
as in effect from time to time; provided that (i) if the Company notifies the Administrative Agent that the Company
requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Restatement Effective Date
in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that
the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given
before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as
in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith; (ii) notwithstanding any other provision contained herein, all terms of an accounting
or financial nature used herein shall be construed (other than for purposes of Sections 3.04(a), 5.01(a) and 5.01(b)), and all
computations of amounts and ratios referred to herein shall be made, without giving effect to (A) any election under Financial
Accounting Standards Board Accounting Standards Codification 825 (or any other Accounting Standards Codification having a similar
result or effect) (and related interpretations) to value any Indebtedness of the Company or any Subsidiary at “fair
value”, as defined therein, (B) any treatment of Indebtedness in respect of convertible debt instruments under Accounting
Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar
result or effect) (and related interpretations) to value any such Indebtedness in a reduced or bifurcated manner as described
therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof, (C) any valuation of
Indebtedness below its full stated principal amount as a result of application of Financial Accounting Standards Board Accounting
Standards Update No. 2015-03, it being agreed that Indebtedness shall at all times be valued at the full stated principal
amount thereof, and (D) any treatment of any lease (or similar arrangement conveying the right to use) as a capital lease where
such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on December 31, 2017,
as a result of the effectiveness of the Financial Accounting Standards Board Accounting Standards Codification 842 (or any other
Accounting Standards Codification having a similar result or effect) (and related interpretations); and (iii) notwithstanding
any requirement of GAAP, “build-to-suit” leases of the Company and the Subsidiaries will, for all purposes of this
Agreement, be accounted for as long-term financing obligations and not as Indebtedness.
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(b) All
pro forma computations required to be made hereunder giving effect to any Material Acquisition or Material Disposition shall reflect
on a pro forma basis such event as if it occurred on the first day of the relevant period and, to the extent applicable, the historical
earnings and cash flows associated with the assets acquired or disposed of for such relevant period and any related incurrence or reduction
of Indebtedness for such relevant period, but shall not take into account any projected synergies or similar benefits expected to be
realized as a result of such event other than cost savings permitted to be included in reports filed with the Securities and Exchange
Commission under Regulation S-X; provided, however, that any such cost savings taken into account in determining any pro
forma computations giving effect to any Material Acquisition or Material Disposition shall not exceed, in any period of four consecutive
fiscal quarters, 10% of Consolidated EBITDA for such period (determined prior to giving effect to any such cost savings).
SECTION 1.05. Currency
Translation. The Administrative Agent shall determine the US Dollar Equivalent of any Borrowing or Letter of Credit denominated in
a currency other than US Dollars as of each applicable Exchange Rate Date, in each case using the Exchange Rate for such currency in
relation to US Dollars, and each such amount shall be the US Dollar Equivalent of such Borrowing or Letter of Credit until the next required
calculation thereof pursuant to this sentence; provided that the Administrative Agent shall in addition determine the US Dollar
Equivalent of any Letter of Credit denominated in any currency other than US Dollars as provided in Sections 2.05(e) and 2.05(o).
The Administrative Agent shall, upon request, notify the Company and the Lenders of each calculation of the US Dollar Equivalent
of each Borrowing or Letter of Credit. Notwithstanding the foregoing, for purposes of any determination of the CAM Percentages, any determination
under Article V, Article VI (other than Section 6.05) or Article VII or any determination under any other provision
of this Agreement expressly requiring the use of a current exchange rate, all amounts incurred, outstanding or proposed to be incurred
or outstanding in currencies other than US Dollars shall be translated into US Dollars at currency exchange rates in effect on the date
of such determination. For purposes of Section 6.05, amounts in currencies other than US Dollars shall be translated into US Dollars
at the currency exchange rates most recently used in preparing the Company’s annual and quarterly financial statements.
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SECTION 1.06.
Interest Rates; Benchmark Notification. The interest rate on any Loan may be derived from an interest rate benchmark that is,
or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event or a Term CORRA Reelection
Event, Section 2.14(b) provides a mechanism for determining an alternative rate of interest. The Administrative Agent does
not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance
or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or successor rate thereto,
or replacement rate thereof, including whether the composition or characteristics of any such alternative, successor or replacement reference
rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the
same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Administrative Agent and
its Affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this
Agreement or any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto,
in each case, in a manner adverse to any Borrower. The Administrative Agent may select information sources or services in its reasonable
discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof,
in each case pursuant to the terms of this Agreement, and shall have no liability to the Company, any other Borrower, any Lender,
any Issuing Bank or any other Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential
damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation
of any such rate (or component thereof) provided by any such information source or service.
SECTION 1.07. Divisions.
For all purposes under this Agreement, in connection with any division or plan of division under Delaware law (or any comparable event
under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset,
right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the
subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired
on the first date of its existence by the holders of its Equity Interests at such time.
SECTION 1.08. Blocking
Regulations. In relation to any Lender that is subject to the regulations referred to below (each, a “Restricted Lender”),
any representation, warranty or covenant set forth herein that refers to Sanctions and/or a Sanctioned Person (each, a “Specified
Provision”) shall only apply to the extent that such Specified Provision would not result in (a) a violation of, conflict
with or liability under EU Regulation (EC) 2271/96 (or any implementing law or regulation in any member state of the European Union or
any similar applicable blocking or anti-boycott law or regulation in the United Kingdom) or (b) a violation of or conflict with
(i) section 7 of the German Foreign Trade Regulation (AWV Außenwirtschaftsverordnung) or (ii) a similar anti-boycott
statute (the “Mandatory Restrictions”). In the case of any consent or direction by Lenders in respect of any Specified
Provision of which a Restricted Lender does not have the benefit due to a Mandatory Restriction, then, notwithstanding anything to the
contrary in the definition of Required Lenders, for so long as such Restricted Lender shall be subject to a Mandatory Restriction, the
Commitment and Revolving Credit Exposure of such Restricted Lender will be disregarded for the purpose of determining whether the requisite
consent of the Lenders has been obtained or direction by the requisite Lenders has been made, it being agreed, however, that, unless,
in connection with any such determination, the Administrative Agent shall have received written notice from any Lender stating that such
Lender is a Restricted Lender with respect thereto, each Lender shall be presumed, in connection with such determination, not to be a
Restricted Lender.
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ARTICLE II
The Credits
SECTION 2.01. Commitments.
(a) Tranche One Commitments. Subject to
the terms and conditions set forth herein, each Tranche One Lender agrees (i) to make Tranche One Revolving Loans denominated
in US Dollars, Sterling, Euro or Designated Currencies to the Borrowers and (ii) to make Tranche One Revolving Loans
denominated in Canadian Dollars to the Borrowers that are Canadian Subsidiaries, in each case from time to time during the
Availability Period in an aggregate principal amount at any time outstanding that will not result (after giving effect to any
application of proceeds of such Borrowing pursuant to Section 2.11) in (A) the Aggregate Tranche One Revolving Credit
Exposure exceeding the aggregate Tranche One Commitments or (B) the Tranche One Revolving Credit Exposure of any Lender
exceeding its Tranche One Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the
Borrowers may borrow, prepay and reborrow Tranche One Revolving Loans.
(b) Tranche
Two Commitments. Subject to the terms and conditions set forth herein, each Tranche Two Lender agrees (i) to make Tranche Two
Revolving Loans denominated in US Dollars, Sterling, Euro or Designated Currencies to the Borrowers and (ii) to make Tranche Two
Revolving Loans denominated in Canadian Dollars to the Borrowers that are Canadian Subsidiaries, in each case from time to time during
the Availability Period in an aggregate principal amount at any time outstanding that will not result (after giving effect to any application
of proceeds of such Borrowing pursuant to Section 2.11) in (A) the Aggregate Tranche Two Revolving Credit Exposure exceeding
the aggregate Tranche Two Commitments or (B) the Tranche Two Revolving Credit Exposure of any Lender exceeding its Tranche Two Commitment.
Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Tranche
Two Revolving Loans.
SECTION 2.02. Loans
and Borrowings. (a) Each Tranche One
Revolving Loan shall be made as part of a Tranche One Revolving Borrowing consisting of Tranche One Revolving Loans of the same Type
and currency made by the Tranche One Lenders ratably in accordance with their respective Tranche One Commitments. Each Tranche Two
Revolving Loan shall be made as part of a Tranche Two Revolving Borrowing consisting of Tranche Two Revolving Loans of the same Type
and currency made by the Tranche Two Lenders ratably in accordance with their respective Tranche Two Commitments. The failure of any
Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided
that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make
Loans as required.
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(b) Subject
to Section 2.14, (i) each Revolving Borrowing denominated in US Dollars shall be comprised entirely of (A) Term SOFR Loans,
(B) solely in the case of any such Borrowing by the Company, a US Borrowing Subsidiary or a Canadian Borrowing Subsidiary, ABR Loans
or (C) Daily Simple SOFR Loans, (ii) each Tranche One Revolving Borrowing denominated in Canadian Dollars shall be comprised
entirely of either Term CORRA Loans, Canadian Prime Rate Loans or (if applicable pursuant to Section 2.14) Daily Simple CORRA Loans,
(iii) each Tranche Two Revolving Borrowing denominated in Canadian Dollars shall be comprised entirely of Term CORRA Loans or (if
applicable pursuant to Section 2.14) Daily Simple CORRA Loans, (iv) each Revolving Borrowing denominated in Sterling shall
be comprised entirely of SONIA Loans and (v) each Revolving Borrowing denominated in Euro shall be comprised entirely of EURIBOR
Loans. Each Swingline Loan denominated in Sterling shall be a SONIA Loan, and each Swingline Loan denominated in Euro shall be an ESTR
Loan. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such
Loan; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan
in accordance with the terms of this Agreement.
(c) At
the commencement of each Interest Period for any Term Benchmark Borrowing, and at the time each RFR Revolving Borrowing is made, such
Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum;
provided that (i) any Term Benchmark Borrowing that results from a continuation of an outstanding Borrowing of such Class may
be in an aggregate amount that is equal to such outstanding Borrowing and (ii) any Revolving Borrowing under any Tranche may be
in an aggregate amount that is equal to the entire unused balance of the Commitments under such Tranche. At the time that each ABR Revolving
Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less
than the Borrowing Minimum; provided that an ABR Revolving Borrowing under any Tranche may be in an aggregate amount that is equal
to the entire unused balance of the Commitments under such Tranche or, in the case of a Tranche One Borrowing or Tranche Two Borrowing,
that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). At the time that each Canadian
Prime Rate Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing
Multiple and not less than the Borrowing Minimum; provided that a Canadian Prime Rate Revolving Borrowing may be in an aggregate
amount that is equal to the entire unused balance of the Tranche One Commitments or that is required to finance the reimbursement of
an LC Disbursement as contemplated by Section 2.05(e). Each Swingline Loan denominated in Sterling shall be in an amount that is
in an integral multiple of £100,000 and not less than £500,000. Each Swingline Loan denominated in Euro shall be in an amount
that is in an integral multiple of €100,000 and not less than €500,000. Borrowings of more than one Type may be outstanding
at the same time; provided that there shall not at any time be more than a total of 15 Term Benchmark Borrowings or RFR Revolving
Borrowings outstanding.
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(d) Notwithstanding
any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to convert or continue, any Borrowing if
the Interest Period requested with respect thereto would end after the Maturity Date.
SECTION 2.03. Requests
for Borrowings. To request a Revolving Borrowing, the applicable Borrower (or the Company on its behalf) shall submit to the Administrative
Agent, by email (in .pdf or .tif format), a completed Borrowing Request signed by a Financial Officer of such Borrower (or, as applicable,
of the Company) (provided that if such request is delivered through an Approved Borrower Portal, then the foregoing signature requirements
may be waived by the Administrative Agent in its sole discretion) (a) in the case of a Term SOFR Revolving Borrowing, not later
than 1:00 p.m., New York City time, three US Government Securities Business Days before the date of the proposed Borrowing, (b) in
the case of a Term CORRA Revolving Borrowing or EURIBOR Revolving Borrowing, not later than 1:00 p.m., New York City time, three
Business Days before the date of the proposed Borrowing, (c) in the case of an ABR Revolving Borrowing, not later than 1:00 p.m.,
New York City time, on the date of the proposed Borrowing, (d) in the case of a Tranche One Canadian Prime Rate Revolving Borrowing,
not later than 1:00 p.m., New York City time, on the date of the proposed Borrowing and (e) in the case of a SONIA Revolving Borrowing,
a Daily Simple SOFR Revolving Borrowing or (if applicable pursuant to Section 2.14) a Daily Simple CORRA Revolving Borrowing, not
later than 11:00 a.m., New York City time, five RFR Business Days before the date of the proposed Borrowing. Each such Borrowing Request
shall specify the following information in compliance with Section 2.02:
(i) the
Borrower requesting such Borrowing;
(ii) the
Tranche under which such Borrowing is to be made;
(iii) the
currency and the principal amount of such Borrowing;
(iv) the
date of such Borrowing, which shall be a Business Day;
(v) the
Type of such Borrowing;
(vi) in
the case of a Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by
the definition of the term “Interest Period”;
(vii) the
Applicable Funding Account or, in the case of any ABR Revolving Borrowing or Canadian Prime Rate Revolving Borrowing requested to finance
the reimbursement of an LC Disbursement as provided in Section 2.05(e), the identity of the Issuing Bank that made such LC Disbursement;
and
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(viii) in
the case of a Borrowing by a Borrowing Subsidiary that is not a US Borrowing Subsidiary, a UK Borrowing Subsidiary or a Canadian Borrowing
Subsidiary, the jurisdiction from which payments of the principal and interest on such Borrowing will be made.
Any Borrowing Request that shall fail to specify
any of the information required by the preceding provisions of this paragraph may be rejected by the Administrative Agent if such failure
is not corrected promptly after the Administrative Agent shall give written or telephonic notice thereof to the applicable Borrower or
the Company and, if so rejected, will be of no force or effect. Promptly following receipt of a Borrowing Request in accordance with
this Section, the Administrative Agent shall advise each Lender that will make a Loan as part of the requested Borrowing of the details
thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.
SECTION 2.04. Swingline
Loans. (a) Subject to the terms and conditions set forth
herein, each Swingline Lender agrees to make (i) in the case of JPMorgan, (A) Tranche One Swingline Loans and Tranche Two
Swingline Loans to any UK Borrowing Subsidiary denominated in Sterling or (B) Tranche One Swingline Loans and Tranche Two
Swingline Loans to any Borrower that is not a US Borrowing Subsidiary denominated in Euro, and (ii) in the case of any other
Swingline Lender, such Swingline Loans as it shall agree to make pursuant to its Swingline Agreement, in each case from time to time
during the Availability Period, in an aggregate principal amount at any time outstanding that will not result (after giving effect
to any application of proceeds of such Swingline Loans pursuant to Section 2.11) in (1) the aggregate outstanding
principal amount of the Swingline Loans denominated in Sterling exceeding £10,000,000, (2) the aggregate outstanding
principal amount of the Swingline Loans denominated in Euro exceeding €10,000,000, (3) the Aggregate Tranche One Revolving
Credit Exposure exceeding the aggregate Tranche One Commitments, (4) the Tranche One Revolving Credit Exposure of any Lender
(including a Swingline Lender) exceeding its Tranche One Commitment, (5) the Aggregate Tranche Two Revolving Credit Exposure
exceeding the aggregate Tranche Two Commitments, (6) the Tranche Two Revolving Credit Exposure of any Lender (including a
Swingline Lender) exceeding its Tranche Two Commitment or (7) in the event the Maturity Date shall have been extended as
provided in Section 2.23, (x) the sum of the Tranche One LC Exposure attributable to Letters of Credit expiring after any
Existing Maturity Date and the Tranche One Swingline Exposure attributable to Tranche One Swingline Loans maturing after such
Existing Maturity Date exceeding the aggregate Tranche One Commitments that shall have been extended to a date after the latest
expiration date of such Letters of Credit and the latest maturity date of such Swingline Loans and (y) the sum of the Tranche
Two LC Exposure attributable to Letters of Credit expiring after any Existing Maturity Date and the Tranche Two Swingline Exposure
attributable to Tranche Two Swingline Loans maturing after such Existing Maturity Date exceeding the aggregate Tranche Two
Commitments that shall have been extended to a date after the latest expiration date of such Letters of Credit and the latest
maturity date of such Swingline Loans; provided that no Swingline Lender shall be required to make a Swingline Loan to
refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the
Company and the Borrowing Subsidiaries may borrow, prepay and reborrow Swingline Loans. The failure of any Swingline Lender to make
any Swingline Loan required to be made by it shall not relieve any other Swingline Lender of its obligations hereunder; provided
that the obligations of the Swingline Lenders to make Swingline Loans are several and not joint and no Swingline Lender shall be
responsible for any other Swingline Lender’s failure to make Swingline Loans as required.
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(b) To
request a Swingline Borrowing, the applicable Borrower (or the Company on its behalf) shall submit to the Administrative Agent, by email
(in .pdf or .tif format), a written notice signed by a Financial Officer of the applicable Borrower (or, if applicable, of the Company)
(provided that if such request is delivered through an Approved Borrower Portal, then the foregoing signature requirements may be waived
by the Administrative Agent in its sole discretion), (i) in the case of a Swingline Borrowing denominated in Sterling, not later
than 10:00 a.m., New York City time, on the date of the proposed Borrowing or (ii) in the case of a Swingline Borrowing denominated
in Euro, not later than 8:00 a.m., New York City time, on the date of the proposed Borrowing. Each such notice shall be irrevocable and
shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Borrowing and whether such Swingline
Borrowing is to be a Tranche One Swingline Borrowing or a Tranche Two Swingline Borrowing. The applicable Swingline Lender shall make
its Swingline Loan available to the applicable Borrower by means of a credit to the Applicable Funding Account (or, in the case of a
Swingline Borrowing specified in the notice therefor to be made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e),
by remittance to the applicable Issuing Bank identified in such notice) by 3:00 p.m., New York City time, on the requested date
of such Swingline Borrowing.
(c) Any
Swingline Lender may, by written notice given to the Administrative Agent, require (i) the Tranche One Lenders to acquire participations
in all or a portion of the Tranche One Swingline Loans of such Swingline Lender outstanding and (ii) the Tranche Two Lenders to
acquire participations in all or a portion of the Tranche Two Swingline Loans of such Swingline Lender outstanding. Such notice shall
specify the aggregate amounts and currencies of Swingline Loans in which the Tranche One Lenders or the Tranche Two Lenders, as applicable,
will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche One Lender
or Tranche Two Lender, as the case may be, specifying in such notice such Lender’s Tranche One Percentage or Tranche Two Percentage,
as applicable, of such Swingline Loan or Loans and the currencies of such Swingline Loan or Loans. Each Tranche One Lender or Tranche
Two Lender hereby absolutely and unconditionally agrees, promptly upon receipt of notice as provided above (and in any event by the next
Business Day or, in the case of a payment obligation in any currency other than US Dollars, within three Business Days), to pay to the
Administrative Agent, for the account of such Swingline Lender, such Lender’s Tranche One Percentage or Tranche Two Percentage,
as applicable, of such Swingline Loan or Loans. Each Tranche One Lender and Tranche Two Lender acknowledges and agrees that its obligation
to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Tranche One Commitments
or the Tranche Two Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.
Each Lender further acknowledges and agrees that, in making any Swingline Loan, the applicable Swingline Lender shall be entitled to
rely, and shall not incur any liability for relying, upon the representation and warranty of the applicable Borrower deemed made pursuant
to Section 4.02. Each Tranche One Lender and Tranche Two Lender shall comply with its obligations under this paragraph by wire transfer
of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07
shall apply, mutatis mutandis, to the payment obligations of the Tranche One Lenders and Tranche Two Lenders pursuant to this
paragraph), and the Administrative Agent shall promptly pay to the applicable Swingline Lender or Swingline Lenders the amounts so received
by it from the Tranche One Lenders or the Tranche Two Lenders, as applicable. The Administrative Agent shall notify the Company of any
participations in any Swingline Loans acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loans
shall be made to the Administrative Agent and not to the applicable Swingline Lender or Swingline Lenders. Any amounts received by a
Swingline Lender from or on behalf of the applicable Borrower in respect of a Swingline Loan after receipt by such Swingline Lender of
the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by
the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche One Lenders or the Tranche Two Lenders
that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided
that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as the case may be, if and
to the extent such payment is required to be refunded to a Loan Party for any reason. The purchase of participations in a Swingline Loan
pursuant to this paragraph shall not relieve any Borrower of any default in the payment thereof.
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SECTION 2.05. Letters
of Credit. (a) General. Subject to the terms
and conditions set forth herein, any Borrower may request any Issuing Bank to issue (or to amend or extend) (i) Tranche One
Letters of Credit denominated in US Dollars, Sterling, Euro, any Designated Currency in which Borrowings may be made under the
Tranche One, Canadian Dollars (in the case of a Borrower that is a Canadian Subsidiary) or, at the discretion of such Issuing Bank,
any Agreed LC Currency and (ii) Tranche Two Letters of Credit denominated in US Dollars, Sterling, Euro, any Designated
Currency in which Borrowings may be made under the Tranche Two or, at the discretion of such Issuing Bank, any Agreed LC Currency,
in each case as the applicant thereof for the support of its or its Subsidiaries’ obligations, in a form reasonably acceptable
to the applicable Issuing Bank, at any time and from time to time during the Availability Period; provided that (i) no
Issuing Bank that shall have become such after the Restatement Effective Date as provided in Section 2.05(j) will be
required to issue Letters of Credit denominated in any currency not set forth in such Issuing Bank’s Issuing Bank Agreement,
(ii) no Issuing Bank will be required to issue Letters of Credit denominated in any currency that has been designated as
available under any Tranche as contemplated by the definition of “Designated Currency” unless such Issuing Bank shall
have consented to such designation, (iii) if requested by the relevant Issuing Bank, such Subsidiary (if not a Borrower) shall
have delivered to such Issuing Bank all documentation and other information that may be required by such Issuing Bank in order to
enable compliance with applicable “know your customer” and anti-money laundering rules and regulations, including
the information required by the USA Patriot Act and the Beneficial Ownership Regulation, (iv) if such Subsidiary is not
incorporated or organized under the laws of the United States of America, any state thereof or the District of Columbia, or the
jurisdiction of organization of any other Borrower, the jurisdiction of organization thereof shall be reasonably satisfactory to the
applicable Issuing Bank and (v) no Issuing Bank shall be under any obligation to issue a Letter of Credit if the issuance
thereof would result in more than 20 Letters of Credit outstanding at any time. In the event of any conflict between the terms and
conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted
by a Borrower to, or entered into by a Borrower with, an Issuing Bank relating to any Letter of Credit, the terms and conditions of
this Agreement shall control. Each Existing Letter of Credit shall be deemed to be a Tranche One Letter of Credit or a Tranche Two
Letter of Credit (as indicated on Schedule 2.05A or in the applicable notice of designation) for all purposes hereof and shall
be deemed to have been issued hereunder. Notwithstanding anything herein to the contrary, an Issuing Bank shall not be under any
obligation to issue, amend or extend any Letter of Credit if (A) any order, judgment or decree of any Governmental Authority or
arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing, amending or extending such Letter of
Credit, or any law applicable to such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, the issuance of
letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such
Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated
hereunder) not in effect on the Restatement Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or
expense that was not applicable on the Restatement Effective Date and that such Issuing Bank in good faith deems material to it; or
(B) the issuance, amendment or extension of such Letter of Credit would violate one or more policies of such Issuing Bank
applicable to letters of credit generally.
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(b) Notice
of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment or extension
of an outstanding Letter of Credit, other than an automatic extension permitted pursuant to paragraph (c) of this Section),
a Borrower shall deliver, by email (in .pdf or .tif format), to an Issuing Bank selected by it and the Administrative Agent, at least
three Business Days prior to the requested date of issuance, amendment or extension, a written notice requesting the issuance of a Letter
of Credit, or identifying the Letter of Credit to be amended or extended, and specifying the date of issuance, amendment or extension
(which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of
this Section), the amount and currency of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter
of Credit is to be a Tranche One Letter of Credit or a Tranche Two Letter of Credit and such other information as shall be necessary
to enable the applicable Issuing Bank to prepare, amend or extend such Letter of Credit. If requested by the applicable Issuing Bank,
the applicable Borrower also shall enter into a continuing agreement (or other letter of credit agreement) for the issuance of letters
of credit and/or submit a letter of credit application, in each case, on such Issuing Bank’s standard form in connection with any
request for a Letter of Credit. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension
of each Letter of Credit the Company shall be deemed to represent and warrant that), after giving effect to such issuance, amendment
or extension (i) the LC Exposure shall not exceed US$100,000,000, (ii) the amount of the LC Exposure attributable to Letters
of Credit issued by the applicable Issuing Bank will not exceed the LC Commitment of such Issuing Bank, (iii) the Aggregate Tranche
One Revolving Credit Exposure shall not exceed the aggregate Tranche One Commitments, (iv) the Tranche One Revolving Credit Exposure
of any Lender will not exceed its Tranche One Commitment, (v) the Aggregate Tranche Two Revolving Credit Exposure shall not exceed
the aggregate Tranche Two Commitments, (vi) the Tranche Two Revolving Credit Exposure of any Lender will not exceed its Tranche
Two Commitment or (vii) in the event the Maturity Date shall have been extended as provided in Section 2.23, (x) the sum
of the Tranche One LC Exposure attributable to Letters of Credit expiring after any Existing Maturity Date and the Tranche One Swingline
Exposure attributable to Tranche One Swingline Loans maturing after such Existing Maturity Date will not exceed the aggregate Tranche
One Commitments that shall have been extended to a date after the latest expiration date of such Letters of Credit and the latest maturity
date of such Swingline Loans and (y) the sum of the Tranche Two LC Exposure attributable to Letters of Credit expiring after any
Existing Maturity Date and the Tranche Two Swingline Exposure attributable to Tranche Two Swingline Loans maturing after such Existing
Maturity Date will not exceed the aggregate Tranche Two Commitments that shall have been extended to a date after the latest expiration
date of such Letters of Credit and the latest maturity date of such Swingline Loans. If the Required Lenders notify any Issuing Bank
that a Default exists and instruct such Issuing Bank to suspend the issuance, amendment or extension of Letters of Credit, such Issuing
Bank shall not issue, amend or extend (except pursuant to automatic extension provisions if such Issuing Bank shall no longer be entitled
to elect not to extend) any Letter of Credit without the consent of the Required Lenders until such notice is withdrawn by the Required
Lenders (and each Lender that shall have delivered such a notice agrees promptly to withdraw it at such time as it determines that no
Default exists), it being understood and agreed that in the absence of any such notice, each Issuing Bank may rely (and shall incur no
liability in relying) on the representation and warranty of the Company deemed made pursuant to Section 4.02.
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(c) Expiration
Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) unless a later date is otherwise
agreed to in writing by the applicable Issuing Bank, the date one year after the date of the issuance of such Letter of Credit (or, in
the case of any extension thereof, one year after the current expiration thereof) and (ii) the date that is five Business Days prior
to the Maturity Date. A Letter of Credit may provide for automatic extensions for additional periods of up to one year (or such longer
period as may be agreed to in writing by applicable Issuing Bank) subject to a right on the part of the applicable Issuing Bank to prevent
any such extension from occurring by giving notice to the beneficiary during a specified period in advance of any such extension, and
the failure of such Issuing Bank to give such notice by the end of such period shall for all purposes hereof be deemed an extension of
such Letter of Credit; provided that in no event shall any Letter of Credit, as extended from time to time, expire after the date
that is five Business Days prior to the Maturity Date.
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(d) Participations.
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action
on the part of the applicable Issuing Bank or the Lenders, the applicable Issuing Bank hereby grants to each Tranche One Lender or Tranche
Two Lender, as applicable, and each Tranche One Lender or Tranche Two Lender, as applicable, hereby acquires from such Issuing Bank,
a participation in such Letter of Credit equal to such Lender’s Tranche One Percentage or Tranche Two Percentage, as applicable,
from time to time of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the
foregoing, each Tranche One Lender or Tranche Two Lender, as applicable, hereby absolutely and unconditionally agrees to pay to the Administrative
Agent, for the account of such Issuing Bank, such Lender’s Tranche One Percentage or Tranche Two Percentage, as applicable, of
each LC Disbursement made by such Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph
(e) of this Section, or of any reimbursement payment required to be refunded to the applicable Borrower for any reason, including
after the Maturity Date. Such payment by the Tranche One Lenders and the Tranche Two Lenders shall be made (i) subject to paragraph
(o) of this Section, if the currency of the applicable LC Disbursement or reimbursement payment shall be a currency in which Revolving
Loans are available under the applicable Tranche, then in the currency of the applicable LC Disbursement or reimbursement and (ii) if
the currency of the applicable LC Disbursement is an Agreed LC Currency with respect to the applicable Tranche, then in US Dollars in
an amount equal to the US Dollar Equivalent of such LC Disbursement or reimbursement payment, calculated by the Administrative Agent
using the LC Exchange Rate on the applicable LC Participation Calculation Date. Each Lender acknowledges and agrees that its obligation
to acquire participations pursuant to this paragraph in respect of Letters of Credit and to make payments in respect of such acquired
participations are absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension
of any Letter of Credit, the occurrence and continuance of a Default, any reduction or termination of the Tranche One Commitments or
Tranche Two Commitments or any force majeure or other event that under any rule of law or uniform practices to which any Letter
of Credit is subject (including Section 3.14 of ISP 98 or any successor publication of the International Chamber of Commerce) permits
a drawing to be made under such Letter of Credit after the expiration thereof or of the Tranche One Commitments or Tranche Two Commitments,
and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.
(e) Reimbursement.
If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement
by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency of such LC Disbursement, not later than
2:00 p.m., New York City time, on the Business Day immediately following the day that the Borrower receives notice of such LC Disbursement;
provided that, in the case of an LC Disbursement in US Dollars or Canadian Dollars, the applicable Borrower may, subject to the
conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with an ABR Revolving
Borrowing or a Canadian Prime Rate Revolving Borrowing under Section 2.01 in an equivalent amount and, to the extent so financed,
such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Canadian
Prime Rate Revolving Borrowing. If the applicable Borrower fails to make such payment when due, then, upon notice from the applicable
Issuing Bank to such Borrower and the Administrative Agent, (i) if the currency of such Letter of Credit is an Agreed LC Currency
with respect to the applicable Tranche, such Borrower’s obligation to reimburse such LC Disbursement shall automatically and with
no further action required be converted into an obligation to reimburse the US Dollar Equivalent, calculated using the LC Exchange Rate
on the applicable LC Participation Calculation Date, of such LC Disbursement, and (ii) the Administrative Agent shall notify each
Tranche One Lender or Tranche Two Lender, as applicable, of the applicable LC Disbursement, the amount and currency of the payment then
due from such Borrower in respect thereof and such Lender’s Tranche One Percentage or Tranche Two Percentage thereof. Promptly
(and in any event by the next Business Day or, in the case of a payment obligation in any currency other than US Dollars, within three
Business Days) following receipt of such notice, each applicable Lender shall pay to the Administrative Agent, in the applicable currency,
its Tranche One Percentage or Tranche Two Percentage, as applicable, of the payment then due from the applicable Borrower, in the same
manner as provided in Section 2.07 with respect to Loans made by such Tranche One Lender or Tranche Two Lender, as applicable (and
Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the applicable Lenders), and the Administrative
Agent shall promptly pay to such Issuing Bank the amounts so received by it from the Tranche One Lenders or Tranche Two Lenders, as applicable.
Promptly following receipt by the Administrative Agent of any payment from the applicable Borrower pursuant to this paragraph, the Administrative
Agent shall distribute such payment to such Issuing Bank or, to the extent that Tranche One Lenders or Tranche Two Lenders have made
payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Tranche One Lenders or Tranche Two Lenders and such
Issuing Bank, as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse any Issuing Bank for
any LC Disbursement (other than the funding of ABR Revolving Loans or Canadian Prime Rate Revolving Loans as contemplated above) shall
not constitute a Loan and shall not relieve the applicable Borrower of its obligation to reimburse such LC Disbursement.
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(f) Obligations
Absolute. Each Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall
be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any
and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this
Agreement or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the applicable
Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter
of Credit, (iv) any force majeure or other event that under any rule of law or uniform practices to which any Letter of Credit
is subject (including Section 3.14 of ISP 98 or any successor publication of the International Chamber of Commerce) permits a drawing
to be made under such Letter of Credit after the stated expiration date thereof or of the Commitments, (v) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or
equitable discharge of, or provide a right of setoff against, the applicable Borrower’s obligations hereunder or (vi) any
adverse change in the relevant exchange rates or in the availability of the relevant Agreed LC Currency to any Borrower or in the relevant
currency markets generally. None of the Administrative Agent, the Lenders, any Issuing Bank or any of their Related Parties shall have
any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or
failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error,
omission, interruption, loss or delay in transmission or delivery of any draft, document, notice or other communication under or relating
to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms,
any error in translation or any consequence arising from causes beyond the control of such Issuing Bank; provided that nothing
in this Section shall be construed to excuse an Issuing Bank from liability to the applicable Borrower to the extent of any direct
damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by each Borrower
to the extent permitted by applicable law) suffered by such Borrower that are caused by such Issuing Bank’s failure to exercise
care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties
hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an Issuing Bank (such absence to
be presumed unless otherwise determined by a final non-appealable judgment of a court of competent jurisdiction), such Issuing Bank shall
be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof,
the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms
of a Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility
for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents
if such documents are not in strict compliance with the terms of such Letter of Credit.
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(g) Disbursement
Procedures. The Issuing Bank that is the issuer of such Letter of Credit shall, within the time allowed by applicable law or the
specific terms of such Letter of Credit following its receipt thereof, examine all documents purporting to represent a demand for payment
under a Letter of Credit and shall promptly after such examination notify the Administrative Agent and the applicable Borrower by telephone
(confirmed by email) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided
that any failure to give or delay in giving such notice shall not relieve the applicable Borrower of its obligation to reimburse such
Issuing Bank and the Lenders with respect to any such LC Disbursement.
(h) Interim
Interest. If an Issuing Bank shall make any LC Disbursement, then, unless the applicable Borrower shall reimburse such LC Disbursement
in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the
date such LC Disbursement is made to but excluding the date that such Borrower reimburses such LC Disbursement in full at (i) in
the case of any LC Disbursement denominated in US Dollars, and at all times following the conversion to US Dollars of any LC Disbursement
made in any currency other than US Dollars pursuant to paragraph (e) or (o) of this Section, the rate per annum then applicable
to ABR Revolving Loans, (ii) in the case of any LC Disbursement denominated in Canadian Dollars, at all times prior to its conversion
to US Dollars pursuant to paragraph (o) of this Section, the rate per annum then applicable to Canadian Prime Rate Revolving Loans,
(iii) in the case of an LC Disbursement denominated in Euro, at all times prior to its conversion to US Dollars pursuant to paragraph
(o) of this Section, the applicable Foreign Currency Overnight Rate plus the Applicable Rate used to determine interest applicable
to EURIBOR Revolving Loans, (iv) in the case of an LC Disbursement denominated in Sterling, at all times prior to its conversion
to US Dollars pursuant to paragraph (o) of this Section, the applicable Foreign Currency Overnight Rate plus the Applicable Rate
used to determine interest applicable to SONIA Revolving Loans and (v) in the case of an LC Disbursement denominated in any Agreed
LC Currency with respect to the applicable Tranche, at all times prior to its conversion to US Dollars pursuant to paragraph (e) or
(o) of this Section, the applicable Foreign Currency Overnight Rate plus the Applicable Rate used to determine interest applicable
to Term SOFR Revolving Loans; provided that, if such Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of
this Section, then Section 2.13(k) shall apply. Interest accrued pursuant to this paragraph shall be paid to the Administrative
Agent, for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant
to paragraph (e) of this Section to reimburse such Issuing Bank shall be for the account of such Lender to the extent of such
payment, and shall be payable on demand or, if no demand has been made, on the date on which the applicable Borrower reimburses the applicable
LC Disbursement in full.
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(i) Cash
Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company receives notice from
the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing
more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash collateral pursuant to this paragraph, each
applicable Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for
such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit
of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal
to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid fees and interest
thereon; provided that (i) amounts payable in respect of any Letter of Credit denominated in any currency other than US Dollars,
where the applicable Borrower’s reimbursement obligations under such Letter of Credit shall have been converted to obligations
in US Dollars as provided in paragraph (e) or (o) of this Section, shall be payable in US Dollars, and (ii) the obligation
to Cash Collateralize shall become effective immediately, and such deposit shall become immediately due and payable, without demand or
other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or
(i) of Article VII. The Borrowers also shall deposit cash collateral in accordance with this paragraph as and to the extent
required by Section 2.22. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance
of the obligations of the applicable Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control,
including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which
investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain
a return at market rates on any such investments) and at the Borrowers’ risk and expense, such deposits shall not bear interest.
Interest or profits, if any, on such investments shall accumulate in such account. Monies in such account shall, notwithstanding anything
to the contrary in Section 2.18(b), be applied by the Administrative Agent to reimburse the applicable Issuing Banks for LC Disbursements
for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations
of the applicable Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to (i) the
consent of Lenders with LC Exposures representing more than 50% of the aggregate LC Exposures and (ii) in the case of any such application
at a time when any Lender is a Defaulting Lender (but only if, after giving effect thereto, the remaining cash collateral in respect
of the LC Exposure under any Tranche shall be less than the aggregate LC Exposure under such Tranche of all the Defaulting Lenders) the
consent of each Issuing Bank), be applied to satisfy other obligations of the Borrowers under the Loan Documents. If the Borrowers are
required to provide cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral (to the extent
not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or
waived. If any Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.22, such amount (to
the extent not applied as aforesaid) shall be returned to such Borrower as promptly as practicable to the extent that, after giving effect
to such return, no Issuing Bank shall have any exposure in respect of any outstanding Letter of Credit that is not fully covered by the
Commitments of the non-Defaulting Lenders and/or the remaining cash collateral and no Event of Default shall have occurred and be continuing.
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(j) Designation
of Additional Issuing Banks. From time to time, the Company may by notice to the Administrative Agent and the Lenders designate as
additional Issuing Banks one or more Lenders that agree to serve in such capacity as provided below. The acceptance by a Lender of any
appointment as an Issuing Bank hereunder shall be evidenced by an agreement (an “Issuing Bank Agreement”), which shall
be in a form satisfactory to the Company and the Administrative Agent, shall set forth the LC Commitment of such Lender and shall be
executed by such Lender, the Company and the Administrative Agent and, from and after the effective date of such agreement, (i) such
Lender shall have all the rights and obligations of an Issuing Bank under this Agreement and the other Loan Documents and (ii) references
herein and in the other Loan Documents to the term “Issuing Bank” shall be deemed to include such Lender in its capacity
as an Issuing Bank. The Issuing Bank Agreement of any Issuing Bank may limit the currencies in which and the Borrowers for the accounts
of which such Issuing Bank will issue Letters of Credit, and any such limitations will, as to such Issuing Bank, be deemed to be incorporated
in this Agreement.
(k) Replacement
of an Issuing Bank. An Issuing Bank may be replaced at any time by written agreement among the Company, the Administrative Agent,
the replaced Issuing Bank and the successor Issuing Bank (it being understood that such successor Issuing Bank shall be designated and
appointed as an Issuing Bank hereunder in accordance with paragraph (j) of this Section). The Administrative Agent shall notify
the Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become effective, the Company shall pay
all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date
of any such replacement, the successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement
with respect to Letters of Credit to be issued thereafter and references herein to the term “Issuing Bank” shall be deemed
to refer to such successor or to any previous Issuing Bank, as the context shall require. After the replacement of an Issuing Bank hereunder,
the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under
this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional
Letters of Credit or amend or extend any existing Letter of Credit.
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(l) Issuing
Bank Reports. Each Issuing Bank shall report in writing to the Administrative Agent such information as the Administrative Agent
shall reasonably request as to the Letters of Credit issued by such Issuing Bank.
(m)
Letter of Credit Amounts. (i) For all purposes of this Agreement, the amount of
a Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the
stated amount thereof shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases,
whether or not such maximum stated amount is in effect at the time of determination.
(ii) For
all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still
be drawn thereunder by reason of the operation of Article 29(a) of the Uniform Customs and Practice for Documentary Credits, International
Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the applicable time) or Rule 3.13
or Rule 3.14 of the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later
version thereof as may be in effect at the applicable time) or similar terms of the Letter of Credit itself, or if compliant documents
have been presented but not yet honored, such Letter of Credit shall be deemed to be “outstanding” and “undrawn”
in the amount so remaining available to be paid, and the obligations of the applicable Borrower and each Lender shall remain in full
force and effect until the applicable Issuing Bank and the Lenders shall have no further obligations to make any payments or disbursements
under any circumstances with respect to any Letter of Credit.
(n) Applicability
of ISP and UCP; Limitation of Liability. Unless otherwise expressly agreed by the applicable Issuing Bank and the Company at the
time a standby Letter of Credit is issued, including any such agreement applicable to an Existing Letter of Credit, the rules of
the ISP shall apply to such standby Letter of Credit. Notwithstanding the foregoing, no Issuing Bank shall be responsible to the
Company for, and such Issuing Bank’s rights and remedies against the Borrowers shall not be impaired by, any action or inaction
of the applicable Issuing Bank required or permitted under any law, order, or practice that is required or permitted to be applied to
any Letter of Credit or this Agreement, including any law or order of a jurisdiction where the applicable Issuing Bank or the beneficiary
is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary
of the International Chamber of Commerce Banking Commission, the Bankers Association for Finance and Trade - International Financial
Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit
chooses such law or practice.
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(o) Conversion.
In the event that the Loans become immediately due and payable on any date pursuant to Section VII, all amounts (i) that the
Borrowers are at the time or become thereafter required to reimburse or otherwise pay to the Administrative Agent in respect of LC Disbursements
made under any Letter of Credit denominated in any currency other than US Dollars (other than amounts in respect of which any Borrower
has deposited cash collateral, if such cash collateral was deposited in the applicable currency), (ii) that the Lenders are at the
time or become thereafter required to pay to the Administrative Agent (and the Administrative Agent is at the time or becomes thereafter
required to distribute to the applicable Issuing Bank) pursuant to paragraph (e) of this Section in respect of unreimbursed
LC Disbursements made under any Letter of Credit denominated in any currency other than US Dollars and (iii) of each Lender’s
participation in any Letter of Credit denominated in any currency other than US Dollars under which an LC Disbursement has been made
shall, automatically and with no further action required, be converted into the US Dollar Equivalent, calculated using the LC Exchange
Rate on such date (or in the case of any LC Disbursement made after such date, on the date such LC Disbursement is made), of such amounts.
On and after such conversion, all amounts accruing and owed to the Administrative Agent, any Issuing Bank or any Lender in respect of
the obligations described in this paragraph shall accrue and be payable in US Dollars at the rates otherwise applicable hereunder.
(p) Letters
of Credit Issued for Account of Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder supports any
obligations of, or is for the account of, or states that the “account party”, “applicant”, “customer”,
“instructing party” or the like of or for such Letter of Credit is, a Subsidiary that is not a Borrower, and without derogating
from any rights of the applicable Issuing Bank (whether arising by contract, at law, in equity or otherwise) against such Subsidiary
in respect of such Letter of Credit, the Company (i) shall for all purposes of this Agreement be deemed to have been issued for
the account of the Company, and the Company shall be fully liable for the reimbursement of drawings thereunder and any interest thereon
as if such Letter of Credit had been issued for its account and (ii) irrevocably waives any and all defenses that might otherwise
be available to it as a guarantor or surety of any or all of the obligations of such Subsidiary in respect of such Letter of Credit.
Each Borrower hereby acknowledges that the issuance of such Letters of Credit for any of its Subsidiaries inures to the benefit of such
Borrower, and that such Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.
SECTION 2.06.
[Reserved].
SECTION 2.07. Funding
of Borrowings. (a) Each Lender shall make each Loan
to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds in the applicable currency
by 2:00 p.m., New York City time (or, in the case of an ABR Revolving Borrowing or Canadian Prime Rate Revolving Borrowing for which
notice is provided on the proposed date of borrowing, not later than the later of 2:00 p.m., New York City time, and two hours after
receipt of such notice), to the account of the Administrative Agent most recently designated by the Administrative Agent for such
purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in Section 2.04. The
Administrative Agent will make such Loan proceeds available to the applicable Borrower by promptly remitting the amounts so
received, in like funds, to the Applicable Funding Account of such Borrower; provided that ABR Revolving Loans or Canadian
Prime Rate Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e) shall be
remitted by the Administrative Agent to the applicable Issuing Bank.
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(b) Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such
Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon
such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its
share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and such Borrower severally agree
to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including
the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (i) in
the case of a payment to be made by such Lender, the Overnight Rate, or (ii) in the case of a payment to be made by such Borrower,
the interest rate applicable to the subject Loan. If such Borrower and such Lender shall both pay such interest to the Administrative
Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such interest
paid by such Borrower for such period. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute
such Lender’s Loan included in such Borrowing. Any payment by any Borrower shall be without prejudice to any claim such Borrower
may have against a Lender that shall have failed to make such payment to the Administrative Agent.
SECTION 2.08. Interest
Elections. (a) Each Revolving
Borrowing initially shall be of the permitted Type specified in the applicable Borrowing Request and, in the case of a Term
Benchmark Borrowing, shall have an initial Interest Period as specified in such Borrowing Request or as otherwise provided in
Section 2.03. Thereafter, the applicable Borrower may elect to convert such Borrowing to a Borrowing of a different Type or to
continue such Borrowing and, in the case of a Term Benchmark Borrowing, may elect Interest Periods therefor, all as provided in this
Section and on terms consistent with the other provisions of this Agreement. A Borrower may elect different options with
respect to different portions of an affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders
holding the Loans comprising such Borrowing, and the Loans resulting from an election made with respect to any such portion shall be
considered a separate Borrowing. This Section shall not apply to Swingline Borrowings or RFR Revolving Borrowings, which may
not be converted or continued.
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(b) To
make an election pursuant to this Section, a Borrower (or the Company on its behalf) shall submit to the Administrative Agent, by email
(in .pdf or .tif format), a completed Interest Election Request signed by a Financial Officer of such Borrower (or, as applicable, of
the Company) by the time and date that a Borrowing Request would be required under Section 2.03 if such Borrower were requesting
a Revolving Borrowing of the Type and in the currency resulting from such election to be made on the effective date of such election.
Each Interest Election Request shall be irrevocable; provided that if such request is delivered through an Approved Borrower Portal,
then the foregoing signature requirements may be waived by the Administrative Agent in its sole discretion. Notwithstanding any other
provision of this Section, a Borrower shall not be permitted to (x) change the currency of any Borrowing, (y) elect an Interest
Period for Term Benchmark Loans that does not comply with Section 2.02(d) or (z) convert any Borrowing to a Borrowing
of a Type not available to such Borrower under the Class of Commitments pursuant to which such Borrowing was made.
(c) Each
Interest Election Request shall specify the following information in compliance with Section 2.02:
(i)
the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect
to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be
specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the
effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) the
currency and Type of the resulting Borrowing; and
(iv) if
the resulting Borrowing is to be a Term Benchmark Borrowing, the Interest Period to be applicable thereto after giving effect to such
election, which shall be a period contemplated by the definition of the term “Interest Period”.
If
any such Interest Election Request requests a Term Benchmark Borrowing but does not specify an Interest Period, then the Borrower shall
be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly
following receipt of an Interest Election Request, the Administrative Agent shall advise each affected Lender of the details thereof
and of such Lender’s portion of each resulting Borrowing.
(e) If
the applicable Borrower fails to deliver a timely Interest Election Request with respect to a Term Benchmark Borrowing prior to the end
of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period,
(i) in the case of a Term SOFR Borrowing made to the Company, a US Borrowing Subsidiary or a Canadian Borrowing Subsidiary, such
Borrowing shall be converted to an ABR Borrowing, (ii) in the case of a Term CORRA Borrowing made under Tranche One, such Borrowing
shall be converted to a Canadian Prime Rate Borrowing and (iii) in the case of any other Term Benchmark Borrowing, such Borrowing
shall, on the last day of such Interest Period and subject to Section 2.14, be continued as a Revolving Borrowing of the applicable
Type with an Interest Period of one month’s duration.
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(f) Notwithstanding
any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of
the Required Lenders, notifies the Company of the application of this paragraph, then, so long as an Event of Default is continuing,
(i) no outstanding Borrowing denominated in US Dollars to the Company, a US Subsidiary or a Canadian Subsidiary may be converted
to or continued as a Term SOFR Borrowing, (ii) unless repaid, each Term SOFR Borrowing to the Company, a US Subsidiary or a Canadian
Subsidiary shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto, (iii) unless repaid, each
Term CORRA Borrowing made under Tranche One shall be converted to a Canadian Prime Rate Borrowing at the end of the Interest Period applicable
thereto and (iv) unless repaid, each other Term Benchmark Borrowing shall, at the end of the Interest Period applicable thereto
and subject to Section 2.14, be continued as a Revolving Borrowing of the applicable Type with an Interest Period of one month’s
duration.
SECTION 2.09. Termination,
Reduction, Increase and Redesignation of Commitments.
(a) Unless previously terminated, the Commitments shall
terminate on the Maturity Date.
(b) The
Company may at any time terminate, or from time to time reduce, the Commitments (ratably as between the Tranches); provided that
(i) each reduction of the Commitments shall be in an amount that is an integral multiple of the Borrowing Multiple and not less
than the Borrowing Minimum, in each case for Borrowings denominated in US Dollars and (ii) the Company shall not terminate or reduce
the Commitments if, after giving effect to such termination or reduction and to any concurrent payment or prepayment of Loans or LC Disbursements,
(A) the Tranche One Revolving Credit Exposure of any Lender would exceed the Tranche One Commitment of such Lender or (B) the
Tranche Two Revolving Credit Exposure of any Lender would exceed the Tranche Two Commitment of such Lender.
(c) The
Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Tranche under paragraph (b) of
this Section by delivery to the Administrative Agent of a written notice to that effect signed by a Financial Officer of the Company
(provided that if such notice is delivered through an Approved Borrower Portal, then the foregoing signature requirements may be waived
by the Administrative Agent in its sole discretion) at least three Business Days prior to the effective date of such termination or reduction
(or such later date as shall be acceptable to the Administrative Agent), specifying such election and the effective date thereof. Promptly
following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice
delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments
of any Tranche may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such
notice may be revoked or extended by the Company (by notice to the Administrative Agent on or prior to the specified effective date)
if such condition is not satisfied. Any termination or reduction of the Commitments of any Tranche shall be permanent. Each reduction
of the Commitments of any Tranche shall be made ratably among the applicable Lenders in accordance with their Commitments of such Tranche.
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(d) (i)
The Company may at any time and from time to time, by written agreement executed by the Company and one or more financial
institutions (any such financial institution referred to in this Section being called an “Increasing
Lender”), which may include any Lender, and delivered to the Administrative Agent (which shall promptly deliver a copy to
the applicable Lenders) cause new Tranche One Commitments or Tranche Two Commitments to be extended by the Increasing Lenders (or
cause the existing Tranche One Commitments or Tranche Two Commitments of the Increasing Lenders to be increased, as the case may be)
(any of the foregoing, a “Commitment Increase”) in an amount for each Increasing Lender (which shall not be less
than US$5,000,000) set forth in such agreement; provided that (A) the aggregate amount of the Commitment Increases
pursuant to this paragraph shall not exceed US$1,000,000,000 since the Restatement Effective Date and each Commitment Increase shall
not be less than US$5,000,000 (or any portion of such US$1,000,000,000 aggregate amount remaining unused), (B) each Increasing
Lender shall be subject to the approval of the Administrative Agent (if such Increasing Lender is not already a Lender hereunder),
each Issuing Bank and each Swingline Lender that has agreed to make Swingline Loans under the applicable Tranche (in each case,
which approval shall not be unreasonably withheld or delayed) and (C) each Increasing Lender, if not already a Lender
hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession
agreement in a form satisfactory to the Administrative Agent and the Company (an “Accession Agreement”). Each
Commitment Increase shall become effective on the date specified in the applicable agreement delivered pursuant to this paragraph
(such date, an “Increase Effective Date”). Upon the effectiveness of any Accession Agreement to which any
Increasing Lender is a party, such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be
entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder.
Notwithstanding the foregoing, no Commitment Increase shall become effective unless (x) the Administrative Agent shall have
received documents consistent with those delivered under Sections 4.01(b) and 4.01(c), giving effect to such Commitment
Increase and (y) on the applicable Increase Effective Date, the conditions set forth in Sections 4.02(a) and
4.02(b) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such
Commitment Increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a
Financial Officer of the Company. Any decision by a Lender to become an Increasing Lender under this paragraph shall be in its sole
and absolute discretion, and a Lender that does not execute the notice referred to in the first sentence of this paragraph shall not
be an Increasing Lender.
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(ii) On
the Increase Effective Date with respect to any Commitment Increase under any Tranche, (A) each Increasing Lender that shall have
had a Commitment under such Tranche prior to the Commitment Increase shall pay to the Administrative Agent in same-day funds (in the
applicable currencies), an amount equal to the difference between (x) the product of (1) such Lender’s applicable Tranche
Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Borrowing under such
Tranche then outstanding, and (y) the product of (1) such Lender’s applicable Tranche Percentage (calculated without
giving effect to the Commitment Increase) multiplied by (2) the amount of such Borrowing, (B) each Increasing Lender that shall
not have had a Commitment under such Tranche prior to the Commitment Increase shall pay to the Administrative Agent in same-day funds
(in the applicable currencies) an amount equal to the product of (1) such Increasing Lender’s applicable Tranche Percentage
(calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Borrowing under such Tranche then
outstanding, (C) after the Administrative Agent receives the funds specified in clauses (A) and (B) above, the Administrative
Agent shall pay to each Lender (in the applicable currencies) the portion of such funds that is equal to the difference between (x) the
product of (1) such Lender’s applicable Tranche Percentage (calculated without giving effect to the Commitment Increase) multiplied
by (2) the amount of each Borrowing under such Tranche then outstanding and (y) the product of (1) such Lender’s
applicable Tranche Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of such Borrowing
and (iv) each Lender shall be deemed to hold its applicable Tranche Percentage of each Borrowing under such Tranche then outstanding
(calculated after giving effect to the Commitment Increase).
(e) Any
Tranche Two Lender may at any time and from time to time, upon five Business Days’ written notice to the Administrative Agent (which
shall promptly deliver a copy of such notice to each other Lender) and the Company, and with the consent of the Company, cause the entire
amount of such Lender’s Tranche Two Commitment to be redesignated as a Tranche One Commitment; provided that (i) at
the time of any such redesignation, to the extent there are any outstanding Loans, the parties hereto shall implement arrangements satisfactory
to the Company and the Administrative Agent to ensure that the Lenders of each Tranche will, after giving effect to such redesignation
(or by such later time as the Administrative Agent may agree), hold the Loans comprising each Borrowing under such Tranche ratably in
accordance with their respective Commitments and (ii) such redesignation will not result in the Aggregate Tranche One Revolving
Credit Exposure exceeding the aggregate Tranche One Commitments or the Aggregate Tranche Two Revolving Credit Exposure exceeding the
aggregate Tranche Two Commitments.
SECTION 2.10. Repayment of
Loans; Evidence of Debt. (a) Each
Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each applicable Lender the
then unpaid principal amount of each Revolving Loan of such Borrower on the Maturity Date and (ii) to each Swingline Lender the
then unpaid principal amount of each Swingline Loan made by such Swingline Lender to such Borrower on the earlier of the Maturity
Date and the fifth Business Day after such Swingline Loan is made; provided that on each date that a Revolving Borrowing
denominated in Sterling or Euro is made to a Borrower that shall have borrowed Swingline Loans, such Borrower shall repay all its
outstanding Swingline Loans denominated in such currency. Each Borrower will pay the principal amount of each Loan made to such
Borrower and the accrued interest on such Loan in the currency of such Loan.
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(b) Each
Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of each Borrower to such
Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender
from time to time hereunder.
(c) The
Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and
Type of each such Loan and, in the case of any Term Benchmark Loan, the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder and (iii) the amount
of any sum received by the Administrative Agent hereunder for the account of the Lenders or any of them and each Lender’s share
thereof.
(d) The
entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie
evidence of the existence and amounts of the Obligations recorded therein; provided that the failure of any Lender or the Administrative
Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of any Borrower to repay the Loans
in accordance with the terms of this Agreement.
(e) Any
Lender may request that Loans of any Class made by it to any Borrower be evidenced by a promissory note. In such event, the applicable
Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender and in a form reasonably acceptable
to the Administrative Agent. Thereafter, the Revolving Loans evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 11.04) be represented by one or more promissory notes in such form payable to the
payee named therein.
SECTION 2.11. Prepayment
of Loans. (a) Any Borrower shall have the
right at any time and from time to time to prepay any Borrowing of such Borrower, in whole or in part, subject to prior notice in
accordance with paragraph (d) of this Section.
(b) If
the aggregate Revolving Credit Exposures under any Tranche shall exceed the aggregate Commitments under such Tranche, then (i) on
the last day of any Interest Period for any Term Benchmark Borrowing under such Tranche and (ii) on any date on which any SONIA
Revolving Borrowing, Daily Simple SOFR Revolving Borrowing, Daily Simple CORRA Revolving Borrowing (if applicable pursuant to Section 2.14),
ABR Revolving Borrowing, Canadian Prime Rate Revolving Borrowing or Swingline Loan shall be outstanding under such Tranche, the applicable
Borrowers shall prepay Loans under such Tranche in an aggregate amount equal to the lesser of (A) the amount necessary to eliminate
such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Revolving Borrowings
or Swingline Loans referred to in clause (i) or (ii), as applicable. If the aggregate amount of the Revolving Credit Exposures under
any Tranche on the last day of any month (or on any other date specified by Lenders representing more than 50% of the Commitments under
such Tranche) shall exceed 105% of the aggregate Commitments under such Tranche, then the applicable Borrowers shall, not later than
the next Business Day, prepay one or more Borrowings under such Tranche in an aggregate principal amount sufficient to eliminate such
excess.
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(c) Prior
to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to
be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section.
(d) The
applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the applicable Swingline
Lender) of any prepayment of a Borrowing hereunder by email (in .pdf format) of a notice signed by a Financial Officer on behalf of the
applicable Borrower (i) in the case of a Term Benchmark Borrowing, not later than 1:00 p.m., New York City time, three Business
Days before the date of such prepayment (or, in the case of a prepayment under paragraph (b) above, as soon thereafter as practicable),
(ii) in the case of an ABR Borrowing or a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of such
prepayment, (iii) in the case of a Canadian Prime Rate Borrowing, not later than 1:00 p.m., New York City time, on the date
of such prepayment and (iv) in the case of a SONIA Revolving Borrowing, a Daily Simple SOFR Revolving Borrowing or (if applicable
pursuant to Section 2.14) a Daily Simple CORRA Revolving Borrowing, not later than 11:00 a.m., New York City time, five RFR Business
Days before the date of such prepayment (or in the case of a prepayment under paragraph (b) of this Section, as soon thereafter
as practicable); provided that if such notice is delivered through an Approved Borrower Portal, then the foregoing signature requirements
may be waived by the Administrative Agent in its sole discretion. Each such notice shall be irrevocable and shall specify the prepayment
date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that any notice of optional prepayment
may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may
be revoked or extended by the Company (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition
is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the
contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of
a Borrowing of the same Type and in the same currency as provided in Section 2.02. Each prepayment of a Borrowing shall be applied
ratably to the Loans included in the prepaid Borrowing.
SECTION 2.12. Fees.
(a) The Company agrees to pay to the Administrative
Agent, in US Dollars, for the account of each Lender, a facility fee, which shall accrue at the Applicable Rate on the daily amount
of each Commitment of such Lender, whether used or unused, during the period from and including the Restatement Effective Date to
but excluding the date on which such Commitment terminates; provided that, if any Lender continues to have any Revolving
Credit Exposure under any Tranche after its Commitment under such Tranche terminates, then such facility fee shall continue to
accrue on the daily amount of such Lender’s Revolving Credit Exposure under such Tranche from and including the date on which
such Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure under such
Tranche. Facility fees accrued through and including the last day of March, June, September and December of each year
shall be payable in arrears on the 15th day following such last day, commencing on the first such date to occur after the
Restatement Effective Date, and accrued facility fees with respect to the Commitments under any Tranche shall also be payable on the
date on which the Commitments under such Tranche shall terminate; provided that any facility fees accruing on the Revolving
Credit Exposure under any Tranche after the date on which the Commitments under such Tranche terminate shall be payable on demand.
All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).
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(b) The
Company agrees to pay (i) to the Administrative Agent, in US Dollars for the account of each Tranche One Lender or each Tranche
Two Lender, as applicable, a participation fee with respect to its participations in Letters of Credit, which shall accrue at the Applicable
Rate used to determine the interest rate applicable to Term SOFR Revolving Loans, on the daily amount of such Lender’s LC Exposure
(excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective
Date to but excluding the later of the date on which such Lender’s applicable Commitment terminates and the date on which such
Lender ceases to have any LC Exposure and (ii) to each Issuing Bank a fronting fee, which shall accrue at a rate per annum separately
agreed upon between the Company and the applicable Issuing Bank on the portion of the daily amount of the LC Exposure (excluding any
portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the
period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Commitments and
the date on which there ceases to be any such LC Exposure, as well as each Issuing Bank’s standard fees with respect to the issuance,
amendment or extension of any Letter of Credit or processing of drawings thereunder and other processing fees, and other standard costs
and charges, of such Issuing Bank relating the Letters of Credit as from time to time in effect. Participation fees and fronting fees
accrued in respect of Letters of Credit through and including the last day of March, June, September and December of each year
shall be payable on the 15th day following such last day, commencing on the first such date to occur after the Restatement Effective
Date; provided that all such fees shall be payable on the date on which the Commitments terminate under the applicable Tranche
and any such fees accruing after the date on which the Commitments under such Tranche terminate shall be payable on demand. Any other
fees payable to the Issuing Banks pursuant to this paragraph shall be payable within 10 days after demand. All participation fees
and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).
(c) The
Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed
upon between the Company and the Administrative Agent.
(d) All
fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent or to the Issuing
Banks (in the case of fees payable to them) for distribution (i) in the case of facility fees, to the Lenders and (ii) in the
case of the participation fees, to the Tranche One Lenders or Tranche Two Lenders, as applicable. Fees paid shall not be refundable under
any circumstances.
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SECTION 2.13. Interest.
(a) The Loans comprising each ABR
Revolving Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.
(b) The
Loans comprising each Term SOFR Revolving Borrowing shall bear interest at the Term SOFR for the Interest Period in effect for such Borrowing
plus the Applicable Rate.
(c) The
Loans comprising each Term CORRA Revolving Borrowing shall bear interest at the Adjusted Term CORRA for the Interest Period in effect
for such Borrowing plus the Applicable Rate.
(d) The
Loans comprising each EURIBOR Revolving Borrowing shall bear interest at the Adjusted EURIBO Rate for the Interest Period in effect for
such Borrowing plus the Applicable Rate.
(e) The
Loans comprising each Canadian Prime Rate Revolving Borrowing shall bear interest at the Canadian Prime Rate plus the Applicable
Rate.
(f) The
Loans comprising each SONIA Revolving Borrowing shall bear interest at the Daily Simple SONIA plus the Applicable Rate.
(g) The
Loans comprising each Daily Simple SOFR Revolving Borrowing shall bear interest at the Daily Simple SOFR plus the Applicable Rate.
(h) The
Loans comprising each Daily Simple CORRA Revolving Borrowing (if applicable pursuant to Section 2.14) shall bear interest at the
Adjusted Daily Simple CORRA plus the Applicable Rate.
(i) The
Swingline Loans denominated in Sterling shall bear interest at Daily Simple SONIA plus the Applicable Rate.
(j) The
Swingline Loans denominated in Euro shall bear interest at Daily Simple ESTR plus the Applicable Rate.
(k) Notwithstanding
the foregoing, if any principal of or interest on any Loan or LC Disbursement, any fee or any other amount payable by any Borrower hereunder
is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well
as before judgment, at a rate per annum equal to (i) in the case of overdue principal of or interest on any Loan or LC Disbursement,
2% plus the interest rate otherwise applicable to such Loan or LC Disbursement as provided in the preceding paragraphs of this
Section or in Section 2.05(h) or (ii) in the case of any other amount, 2% plus the rate applicable to ABR
Loans made to the Company as provided in paragraph (a) of this Section.
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(l) Accrued
interest on each Loan under any Tranche shall be payable in arrears on each Interest Payment Date for such Loan and upon the termination
of the Commitments of such Tranche; provided that (i) interest accrued pursuant to paragraph (k) of this Section shall
be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving
Loan, a Canadian Prime Rate Revolving Loan or a Swingline Loan prior to the end of the Availability Period), accrued interest on the
principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion
of any Term Benchmark Revolving Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be
payable on the effective date of such conversion. All interest shall be payable in the currency in which the applicable Loan is denominated.
(m) Interest
computed by reference to the Term SOFR, the EURIBO Rate, the Alternate Base Rate (except as provided below), the Daily Simple ESTR and
the Daily Simple SOFR shall be computed on the basis of a year of 360 days; interest computed by reference to the Daily Simple SONIA,
interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate and interest
on Borrowings denominated in Canadian Dollars shall each be computed on the basis of a year of 365 days (or 366 days in a leap
year), and, in each case, shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
All interest hereunder on any Loan shall be computed on a daily basis based upon the outstanding principal amount of such Loan as of
the applicable date of determination. The applicable Term SOFR, Adjusted Term CORRA, Adjusted EURIBO Rate, Daily Simple RFR, Alternate
Base Rate or Canadian Prime Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest
error. For purposes of the Interest Act (Canada), whenever any interest is computed using a rate based on a year of 360 days, such rate
determined pursuant to such computation, when expressed as an annual rate, is equivalent to (A) the applicable rate based on a year
of 360 days, multiplied by (B) the actual number of days in the calendar year in which the period for which such interest is payable
(or compounded) ends and divided by (C) 360.
SECTION 2.14. Alternate
Rate of Interest. (a) Subject to
Section 2.14(b), if:
(i) the
Administrative Agent determines (which determination shall be conclusive absent manifest error) (A) prior to the commencement of
any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Term SOFR, the
Adjusted Term CORRA or the Adjusted EURIBO Rate, as the case may be, for such Interest Period (including because the Relevant Screen
Rate is not available or published on a current basis) or (B) at any time, that adequate and reasonable means do not exist for ascertaining
the applicable Daily Simple RFR for the applicable Agreed Currency; or
(ii) the
Administrative Agent is advised by a majority in interest of the Lenders that would make Loans as part of such Borrowing (A) prior
to the commencement of any Interest Period for a Term Benchmark Borrowing, that the Term SOFR, the Adjusted Term CORRA or the Adjusted
EURIBO Rate, as the case may be, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or
maintaining their Loans included in such Term Benchmark Borrowing for such Interest Period or (B) at any time, that the applicable
Daily Simple RFR for the applicable Agreed Currency will not adequately and fairly reflect the cost to such Lenders of making or maintaining
their Loans included in the applicable RFR Borrowing;
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then
the Administrative Agent shall give notice thereof (which may be by telephone) to the Company and the applicable Lenders as promptly
as practicable thereafter and, until (x) the Administrative Agent notifies the Company and the applicable Lenders that the circumstances
giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the applicable Borrower (or the Company
on its behalf) delivers a new Interest Election Request in accordance with Section 2.08 or a new Borrowing Request in accordance
with Section 2.03, (A) in the case of Loans denominated in US Dollars, (1) any Interest Election Request that requests
the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, an affected Term Benchmark Borrowing and
any Borrowing Request that requests an affected Term Benchmark Borrowing shall instead be deemed to be an Interest Election Request or
a Borrowing Request, as applicable, for (x) a Daily Simple SOFR Borrowing so long as the Daily Simple SOFR is not also the subject
of Section 2.14(a)(i) or 2.14(a)(ii) or (y) an ABR Borrowing if the Daily Simple SOFR is also the subject of Section 2.14(a)(i) or
2.14(a)(ii) and (2) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or any Borrowing
Request that requests, an affected Daily Simple SOFR Borrowing shall instead be deemed to be an Interest Election Request or a Borrowing
Request, as applicable, for an ABR Borrowing and (B) in the case of Loans denominated in a currency other than US Dollars, any Interest
Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, an affected
Term Benchmark Borrowing and any Borrowing Request that requests an affected Term Benchmark Borrowing or RFR Borrowing, in each case,
for the relevant Benchmark shall be ineffective; provided that if the circumstances giving rise to such notice affect only one
Type of Borrowing, then all other Types of Borrowings shall be permitted. Furthermore, if any Term Benchmark Loan or RFR Loan in any
Agreed Currency is outstanding on the date of the Company’s receipt of the notice from the Administrative Agent referred to in
this Section 2.14(a) with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until (x) the
Administrative Agent notifies the Company and the applicable Lenders that the circumstances giving rise to such notice no longer exist
with respect to the relevant Benchmark and (y) the applicable Borrower (or the Company on its behalf) delivers a new Interest Election
Request in accordance with the terms of Section 2.08 or a new Borrowing Request in accordance with the terms of Section 2.03,
(A) in the case of Loans denominated in US Dollars, (1) any affected Term Benchmark Loan shall, on the last day of the Interest
Period applicable to such Loan, convert to, and shall constitute, (x) a Daily Simple SOFR Loan so long as the Daily Simple SOFR
is not also the subject of Section 2.14(a)(i) or 2.14(a)(ii) or (y) an ABR Loan if the Daily Simple SOFR also is
the subject of Section 2.14(a)(i) or 2.14(a)(ii) on such day and (2) any affected Daily Simple SOFR Loan shall, on
such date, convert to, and shall constitute, an ABR Loan and (B) in the case of Loans denominated in a currency other than US Dollars,
(1) any affected Term CORRA Loan shall, on the last day of the Interest Period applicable to such Loan, convert to, and shall constitute,
(x) a Daily Simple CORRA Loan so long as the Adjusted Daily Simple CORRA is not also the subject of Section 2.14(a)(i) or
2.14(a)(ii) or (y) a Canadian Prime Rate Loan if the Adjusted Daily Simple CORRA also is the subject of Section 2.14(a)(i) or
2.14(a)(ii) on such day, (2) any affected Daily Simple CORRA Loan shall, on such date, convert to, and shall constitute, a
Canadian Prime Rate Loan, (3) any other affected Term Benchmark Loan shall, on the last day of the Interest Period applicable to
such Loan, convert to, and shall constitute, a CBR Loan that bears interest at the Central Bank Rate plus the CBR Spread; provided
that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central
Bank Rate cannot be determined, any such affected Term Benchmark Loan shall be prepaid in full by the applicable Borrower on the day
that the Company receives notice thereof from the Administrative Agent and (4) any affected RFR Loan shall convert to, and shall
constitute, a CBR Loan that bears interest at the Central Bank Rate plus the CBR Spread; provided that if the Administrative
Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate cannot be determined,
any such affected RFR Loan shall be prepaid in full by the applicable Borrower on the day that the Company receives notice thereof from
the Administrative Agent. Interest on any CBR Loan shall be payable, and principal of any CBR Loan shall be payable or prepayable, in
each case, as would be applicable to the Loan that was converted into such CBR Loan.
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(b) (i) Notwithstanding
anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement
Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark
Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” with respect to
Canadian Dollars for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark (including any related adjustments)
for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without
any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark
Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” with respect to
any Agreed Currency for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark (including any related
adjustments) for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m.,
New York City time, on the fifth Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without
any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative
Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required
Lenders.
(ii) Notwithstanding
anything to the contrary herein or in any other Loan Document, the Administrative Agent will have the right to make Benchmark Replacement
Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments
implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party
to this Agreement or any other Loan Document. Notwithstanding anything to the contrary herein or in any other Loan Document and subject
to the proviso below in this paragraph, with respect to a Loan denominated in Canadian Dollars, if a Term CORRA Reelection Event and
its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark,
then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any other Loan
Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent
of any other party to, this Agreement or any other Loan Document; provided that the foregoing shall not be effective unless the
Administrative Agent has delivered to the Lenders and the Company a Term CORRA Notice. For the avoidance of doubt, the Administrative
Agent shall not be required to deliver a Term CORRA Notice after the occurrence of a Term CORRA Reelection Event and may do so in its
sole discretion.
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(iii) The
Administrative Agent will promptly notify the Company and the Lenders of (A) any occurrence of a Benchmark Transition Event, (B) the
implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the
removal or reinstatement of any tenor of a Benchmark pursuant to clause (iv) below and (E) the commencement or conclusion of
any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable,
any Lender (or group of Lenders) pursuant to this Section 2.14(b), including any determination with respect to a tenor, rate or
adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking
any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and
without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant
to this Section 2.14(b).
(iv) Notwithstanding
anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark
Replacement), (A) if the then-current Benchmark is a term rate (including the Term SOFR, the EURIBO Rate or the Term CORRA) and
either (1) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from
time to time as selected by the Administrative Agent in its reasonable discretion or (2) the regulatory supervisor for the administrator
of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will
be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark
settings at or after such time to remove such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant
to clause (A) above either (1) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark
Replacement) or (2) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark
(including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all
Benchmark settings at or after such time to reinstate such previously removed tenor.
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(v) Upon
the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period, the applicable Borrower (or the Company
on its behalf) may revoke any request for a borrowing of, conversion to or continuation of Term Benchmark Borrowing or RFR Borrowing
to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (A) the applicable Borrower will
be deemed to have converted any request for an affected Term Benchmark Borrowing denominated in US Dollars into a request for a borrowing
of or conversion to (1) an RFR Borrowing denominated in US Dollars so long as the Daily Simple SOFR is not the subject of a Benchmark
Transition Event or (2) an ABR Borrowing if the Daily Simple SOFR is also the subject of a Benchmark Transition Event or (B) any
request for any affected Term Benchmark Borrowing or RFR Borrowing denominated in a currency other than US Dollars shall be ineffective.
Furthermore, if any Term Benchmark Loan or RFR Loan in any Agreed Currency is outstanding on the date of the Company’s receipt
of notice of the commencement of a Benchmark Unavailability Period with respect to the Relevant Rate applicable to such Term Benchmark
Loan or RFR Loan, then until such time as a Benchmark Replacement for such Agreed Currency is implemented pursuant to this Section 2.14(b),
(A) in the case of Loans denominated in US Dollars, any Term Benchmark Loan shall, on the last day of the Interest Period applicable
to such Loan, convert to, and shall constitute, (1) a Daily Simple SOFR Loan so long as the Daily Simple SOFR is not the subject
of a Benchmark Transition Event or (2) an ABR Loan if the Daily Simple SOFR is the subject of a Benchmark Transition Event and (B) in
the case of Loans denominated in a currency other than US Dollars, (1) any affected Term CORRA Loan shall, on the last day of the
Interest Period applicable to such Loan, convert to, and shall constitute, (x) a Daily Simple CORRA Loan so long as the Adjusted
Daily Simple CORRA is not subject to a Benchmark Transition Event or (y) a Canadian Prime Rate Loan if the Adjusted Daily Simple
CORRA is the subject of a Benchmark Transition Event, (2) any other affected Term Benchmark Loan shall, on the last day of the Interest
Period applicable to such Loan, convert to, and shall constitute, a CBR Loan that bears interest at the Central Bank Rate plus
the CBR Spread; provided that if the Administrative Agent determines (which determination shall be conclusive and binding absent
manifest error) that the Central Bank Rate cannot be determined, any such affected Term Benchmark Loan shall be prepaid in full by the
applicable Borrower on the day that the Company receives notice thereof from the Administrative Agent, and (3) any affected RFR
Loan shall convert to, and shall constitute, a CBR Loan that bears interest at the Central Bank Rate plus the CBR Spread; provided
that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central
Bank Rate cannot be determined, any such affected RFR Loan shall be prepaid in full by the applicable Borrower on the day that the Company
receives notice thereof from the Administrative Agent. Interest on any CBR Loan shall be payable, and principal of any CBR Loan shall
be payable or prepayable, in each case, as would be applicable to the Loan that was converted into such CBR Loan. During any Benchmark
Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Alternate
Base Rate or Canadian Prime Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, shall be disregarded.
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SECTION 2.15. Increased
Costs. (a) If any Change in Law shall:
(i)
impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance
charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender
(except any such reserve requirement reflected in the Adjusted EURIBO Rate) or any Issuing Bank;
(ii) impose
on any Lender, any Issuing Bank or the applicable interbank market any other condition, cost or expense affecting this Agreement or Loans
made by such Lender or the funding of such Loans or any Letter of Credit or participations therein; or
(iii) subject
any Credit Party to any Taxes on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves,
other liabilities or capital attributable thereto (other than Other Connection Taxes imposed on gross or net income, profits or revenue
(including value-added or similar Taxes));
and
the result of any of the foregoing shall be to increase the cost to such Lender or such other Credit Party of making, continuing, converting
to or maintaining any Loan (or of maintaining its obligation to make any Loan) or to increase the cost to such Lender, Issuing Bank
or such other Credit Party of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received
or receivable by such Lender, Issuing Bank or such other Credit Party hereunder (whether of principal, interest or otherwise), then
the Company will pay to such Lender, Issuing Bank or such other Credit Party, as the case may be, such additional amount or amounts
as will compensate such Lender, Issuing Bank or other Credit Party, as the case may be, for such additional costs incurred or reduction
suffered.
(b) If
any Lender or Issuing Bank determines in good faith that any Change in Law affecting such Lender or Issuing Bank or any lending office
of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has
had or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital
of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made, or participations
in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender
or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking
into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s
holding company with respect to capital adequacy and liquidity), then from time to time the Company will pay to such Lender or Issuing
Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or
Issuing Bank’s holding company for any such reduction suffered.
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(c) A
certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or
its holding company, as the case may be, and the manner in which such amount or amounts have been calculated, as specified in paragraph (a) or
(b) of this Section, shall be delivered to the Company and shall be conclusive and binding upon all parties hereto absent manifest
error. The Company shall pay such Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate within
10 days after receipt thereof.
(d) Failure
or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver
of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the applicable Borrower shall
not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred
more than 180 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Company of the Change in
Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation
therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the
180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(e) The
foregoing provisions of this Section shall not apply to Taxes imposed on or with respect to payments made by the Borrowers hereunder
or Other Taxes, which Taxes shall be governed in each case solely by Section 2.17.
SECTION 2.16.
Break Funding Payments. In the event of (a) the payment of any principal of any Term Benchmark Loan other than on the last
day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion or continuation
of any Term Benchmark Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Term Benchmark Loan on the date specified in any notice delivered pursuant hereto (regardless of whether any such
notice may be revoked or extended in accordance herewith and is so revoked or extended) or (d) the assignment of any Term Benchmark
Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Company pursuant to Section 2.19
or the CAM Exchange, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense (but
not for any lost profit) attributable to such event. A certificate of any Lender setting forth in reasonable detail any amount or amounts
that such Lender is entitled to receive pursuant to this Section shall be delivered to the Company and shall be conclusive absent
manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after
receipt thereof.
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SECTION 2.17. Taxes.
(a) Any and all payments by or on account of any
obligation of a Loan Party hereunder or under any other Loan Document shall be made without deduction or withholding for any Taxes,
except as required by applicable law. If any withholding agent shall be required by applicable law (as determined in the good faith
discretion of the applicable withholding agent) to deduct or withhold any Tax from any such payment, then (i) if such Tax is an
Indemnified Tax or Other Tax, the sum payable by the applicable Loan Party shall be increased as necessary so that after all
required deductions and withholdings have been made (including deductions and withholdings applicable to additional sums payable
under this Section) the applicable Credit Party receives an amount equal to the sum it would have received had no such deductions or
withholdings been made, (ii) such withholding agent shall make such deductions or withholdings and (iii) such withholding
agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable
law.
(b) In
addition, the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option
of the Administrative Agent timely reimburse it for, any Other Taxes.
(c) As
soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Loan Party to a Governmental Authority pursuant to this
Section, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.
(d) Each
Loan Party shall jointly and severally indemnify each Credit Party, within 10 days after written demand therefor, for the full amount
of any Indemnified Taxes imposed on or with respect to any payment by or on account of any obligation of any Loan Party hereunder or
under any other Loan Document or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts
payable under this Section) payable or paid by such Credit Party or required to be withheld or deducted from a payment to such Credit
Party and any penalties, interest and reasonable expenses arising therefrom or with respect thereto. A certificate setting forth the
amount of such payment or liability delivered to the Company by the Administrative Agent (for its own account, or on behalf of a Lender)
or a Lender shall be conclusive absent manifest error. A copy of such certificate shall also be delivered to the Administrative Agent.
(e) Each
Lender shall severally indemnify the Administrative Agent for (i) any Taxes (but, in the case of any Indemnified Taxes or Other
Taxes, only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes or Other
Taxes and without limiting the obligation of the Loan Parties to do so) attributable to such Lender and (ii) any Taxes attributable
to such Lender’s failure to comply with the provisions of Section 11.04(f) relating to the maintenance of a Participant
Register, in each case that are paid or payable by the Administrative Agent in connection with any Loan Document and any reasonable expenses
arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. The indemnity under this paragraph shall be paid within 10 days after the Administrative Agent delivers to the applicable
Lender a certificate stating the amount of Taxes so paid or payable by the Administrative Agent. Such certificate shall be conclusive
of the amount so paid or payable absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any
and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender
from any other source against any amount due to the Administrative Agent under this paragraph.
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(f) (i)
Any Lender that, under the law of the jurisdiction in which a Borrower to which such Lender may be required to make Loans hereunder
is resident or located (or any treaty to which such jurisdiction is a party), is entitled to an exemption from or a reduction of
withholding Tax with respect to payments made under any Loan Document shall (in the case of a Loan to a Borrower who is not a UK
Borrowing Subsidiary) deliver to the Company (with a copy to the Administrative Agent), at the time or times prescribed by
applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the
Company as will permit such payments to be made without withholding or at a reduced rate of withholding; provided that such
Lender shall have first received written notice from the Company advising it of the availability of such exemption or reduction and
containing all applicable documentation. In the case of a Loan to a Borrower who is a UK Borrowing Subsidiary, the parties shall
comply with the provisions of Section 2.17(h). In addition, any Lender, if requested by the Company or the Administrative
Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Company or the Administrative Agent
as will enable the Company or the Administrative Agent to determine whether or not such Lender is subject to any withholding
(including backup withholding) or information reporting requirements. Notwithstanding anything to the contrary in this
Section 2.17(f), the completion, execution and submission of such documentation (other than such documentation set forth in
Sections 2.17(f)(ii)(A), 2.17(f)(ii)(B) and 2.17(g) below) shall not be required if in the Lender’s judgment such
completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially
prejudice the legal or commercial position of such Lender. Upon the reasonable request of the Company or the Administrative Agent,
any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). Any Lender shall
promptly notify the Company at any time it determines that it is no longer in a position to provide any such previously delivered
documentation to the Company. If any form or certification previously delivered pursuant to this Section 2.17(f) expires
or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within 10
days after such expiration, obsolescence or inaccuracy) notify the Company and the Administrative Agent in writing of such
expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.
(ii) Without
limiting the generality of the foregoing, in the event that a Borrower to which a Lender may be required to make Loans hereunder is a
US Person:
(A) if
such Lender is a US Person, such Lender shall deliver to the Company and the Administrative Agent on or prior to the date on which such
Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative
Agent) executed originals or copies of executed originals of IRS Form W-9 certifying that such Lender is exempt from US Federal
backup withholding Tax;
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(B) if
such Lender is not a US Person, such Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative
Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent) whichever
of the following is applicable:
(1)
in the case of a Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to
payments of interest under any Loan Document, executed originals or copies of executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E,
as applicable, establishing an exemption from, or a reduction of, US Federal withholding Tax pursuant to the “interest” article
of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS
Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, US Federal withholding Tax pursuant to the “business
profits” or “other income” article of such tax treaty;
(2)
executed originals or copies of executed originals of IRS Form W-8ECI;
(3)
in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a
certificate substantially in the form of Exhibit C-1 to the effect that such Lender is not a “bank” within the meaning
of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of a Borrower within the meaning of Section 881(c)(3)(B) of
the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “US Tax
Compliance Certificate”) and (y) executed originals or copies of executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E,
as applicable; or
(4)
to the extent a Lender is not the beneficial owner, executed originals or copies of executed originals of IRS Form W-8IMY, accompanied
by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, a US Tax Compliance Certificate substantially
in the form of Exhibit C-2 or Exhibit C-3, IRS Form W-9, and/or other certification documents from each beneficial
owner, as applicable; provided that if such Lender is a partnership and one or more direct or indirect partners of such Lender
are claiming the portfolio interest exemption, such Lender may provide a US Tax Compliance Certificate substantially in the form of Exhibit C-4
on behalf of each such direct and indirect partner; and
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(C) if
such Lender is not a US Person, to the extent it is legally entitled to do so, it shall deliver to the Company and the Administrative
Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), executed
originals or copies of executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a
reduction in US Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable
law to permit the Company or the Administrative Agent to determine the withholding or deduction required to be made.
(g) If
a payment made to any Lender under any Loan Document would be subject to US Federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or
1472(b) of the Code, as applicable), such Lender shall deliver to the Company or the Administrative Agent, at the time or times
prescribed by law and at such time or times reasonably requested by the Company or the Administrative Agent, such documentation prescribed
by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Company or the Administrative Agent as may be necessary for the Company or the Administrative Agent to comply with its
obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA and,
as necessary, to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.17(g), “FATCA”
shall include any amendments made to FATCA after the Restatement Effective Date.
(h) (i) Each
Lender which is a UK Qualifying Lender shall include an indication to that effect in such Lender’s Administrative Questionnaire,
such indication to include details of which limb of the definition of UK Qualifying Lender is applicable to it (or otherwise provide
such indication to the Administrative Agent and the Company, for the benefit of each Borrower that is a UK Subsidiary).
(ii) Subject
to paragraphs (iii) and (iv) below, each UK Borrowing Subsidiary and any Lender which is not a UK Qualifying Lender and is
entitled to an exemption from or a reduction of withholding Tax on interest under any applicable double taxation treaty to which the
United Kingdom is a party shall, cooperate in completing any procedural formalities necessary for such Lender to receive payments under
any Loan Document without withholding or deduction on account of Taxes imposed under the laws of the United Kingdom.
(iii) Each
Lender that is entitled to an exemption from or a reduction of withholding Tax on interest under any applicable double taxation treaty
to which the United Kingdom is a party, and that holds a passport number under the HMRC DT Passport Scheme and wishes that scheme to
apply to this Agreement and the other Loan Documents, shall include an indication to that effect by including the scheme reference number
and its jurisdiction of tax residence in such Lender’s Administrative Questionnaire (or otherwise provide the scheme reference
number to the Administrative Agent and the Company, for the benefit of each UK Borrowing Subsidiary).
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(iv) Without
limiting paragraph (h)(ii) above, where a Lender includes the indication described in paragraph (h)(iii) above, each UK
Borrowing Subsidiary shall make a Borrower DTTP Filing with respect to each such Lender within 30 days of the date such UK Borrowing
Subsidiary becomes a Borrowing Subsidiary (or, in the case of any Lender becoming a Lender hereunder after the date such UK Borrowing
Subsidiary becomes a Borrowing Subsidiary, within 30 days of the date such Lender becomes a Lender hereunder), and in each case shall
promptly provide such Lender with a copy of that filing; provided that if:
(A) each
UK Borrowing Subsidiary making a payment to such Lender has not made a Borrower DTTP Filing in respect of such Lender; or
(B) each
UK Borrowing Subsidiary making a payment to such Lender has made a Borrower DTTP Filing in respect of such Lender but:
(1)
such Borrower DTTP Filing has been rejected by HMRC; or
(2)
HMRC has not given such UK Borrowing Subsidiary authority to make payments to such Lender without a deduction for tax within 60 days
of the date of such Borrower DTTP Filing;
and,
in each case, such UK Borrowing Subsidiary has notified such Lender in writing of the circumstances referred to in clause (1) or
(2) above, then such Lender and such UK Borrowing Subsidiary shall cooperate in completing any additional procedural formalities
necessary for such UK Borrowing Subsidiary to obtain authorization to make that payment without withholding or deduction for Taxes imposed
under the laws of the United Kingdom.
(v) If
a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (h)(iii) above,
no UK Borrowing Subsidiary shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport Scheme in
respect of such Lender’s Commitment (or LC Commitment, where such Lender is an Issuing Bank) or its participation in any Loan unless
such Lender otherwise agrees.
(vi) Each
UK Borrowing Subsidiary shall, promptly on making a Borrower DTTP Filing, deliver a copy of such Borrower DTTP Filing to the Administrative
Agent for delivery to the relevant Lender.
(vii) Each
Lender shall notify the UK Borrowing Subsidiaries and Administrative Agent if it determines in its sole discretion that it ceases to
be entitled to claim the benefits of an income tax treaty to which the United Kingdom is a party with respect to payments made by any
UK Borrowing Subsidiary hereunder.
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(i) If
the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other
Taxes as to which it has been indemnified by a Borrower or with respect to which a Borrower has paid additional amounts pursuant to this
Section, it shall pay over such refund to such Borrower (but only to the extent of indemnity payments made, or additional amounts paid,
by such Borrower under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender and without interest (other than any interest paid
by the relevant Governmental Authority with respect to such refund); provided that such Borrower, upon the request of the Administrative
Agent or such Lender, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by
the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender
is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 2.17(i),
in no event will the Administrative Agent or any Lender be required to pay any amount to any Borrower pursuant to this Section 2.17(i) to
the extent such payment would place the Administrative Agent or such Lender in a less favorable position (on a net after-Tax basis) than
the Administrative Agent or such Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not
been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts giving rise to such refund had never
been paid. This Section shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns
(or any other information relating to its Taxes which it deems confidential) to any Borrower or other Person.
(j) Each
party’s obligations under this Section shall survive the resignation or replacement of the Administrative Agent or any assignment
of rights by, or the replacement of, a Lender or an Issuing Bank, the termination of the Commitments and the repayment, satisfaction
or discharge of all obligations under any Loan Document.
(k) If
any Governmental Authority shall determine that the Administrative Agent did not properly withhold Taxes from amounts paid to or for
the account of any Lender (whether because such recipient failed to deliver or to complete properly any form or to notify the Administrative
Agent of a change in circumstances that affected its exemption from withholding or for any other reason), such Lender shall indemnify
the Administrative Agent for all amounts paid, directly or indirectly, by the Administrative Agent as a result of such determination,
including any penalties or interest assessed by such Governmental Authority, and including Taxes imposed on amounts payable to the Administrative
Agent under this subsection, together with all reasonable costs and expenses related thereto.
(l) For
purposes of this Section, the term “Lender” includes any Issuing Bank and the term “applicable law” includes
FATCA. For purposes of determining withholding Taxes imposed under FATCA, the Loan Parties and the Administrative Agent shall treat (and
the Lenders and the Issuing Banks hereby authorize the Administrative Agent to treat) this Agreement as not qualifying as a “grandfathered
obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).
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SECTION 2.18. Payments
Generally; Pro Rata Treatment; Sharing of Set-offs. (a) Each Borrower shall make each payment required to be made by it
hereunder or under any other Loan Document (whether of principal, interest, fees or reimbursement of LC Disbursements or otherwise)
prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly
required, then, in the case of payments in US Dollars, prior to 1:00 p.m., New York City time, on the date when due and, in the
case of payments in any other currency, no later than the Applicable Time specified by the Administrative Agent on the date when
due), in each case, in immediately available funds, without defense, set-off, recoupment or counterclaim. Any amounts received after
such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent for the
account of the applicable Lenders to such account as shall be set forth in an Administrative Questionnaire provided by the
Administrative Agent to the Borrower from time to time, except that payments to be made directly to an Issuing Bank or a Swingline
Lender as expressly provided herein shall be made directly to such parties and payments pursuant to Sections 2.15, 2.16, 2.17,
2.20 and 11.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments
received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment
under any Loan Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next
succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such
extension. All payments hereunder of principal or interest in respect of any Loan or LC Disbursement shall, except as otherwise
expressly provided herein, be made in the currency of such Loan or LC Disbursement; all other payments hereunder and under each
other Loan Document shall be made in US Dollars. Any payment required to be made by the Administrative Agent hereunder shall be
deemed to have been made by the time required if the Administrative Agent shall, at or before such time, have taken the necessary
steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by
the Administrative Agent to make such payment.
(b) If
at any time insufficient funds are received by the Administrative Agent from any Borrower (or from the Company as guarantor of the Obligations
of such Borrower pursuant to Article X) and available to pay fully all amounts of principal, unreimbursed LC Disbursements, interest
and fees then due from such Borrower hereunder, such funds shall be applied (i) first, towards payment of interest and fees
then due from such Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties and (ii) second, towards payment of principal of the Loans, unreimbursed LC Disbursements and other
Obligations then due from such Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of such
principal then due to such parties.
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(c) If
any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of its Loans, participations
in LC Disbursements or Swingline Loans or accrued interest on any of the foregoing (collectively, “Claims”) resulting
in such Lender receiving payment of a greater proportion of the aggregate amount of its Claims than the proportion received by any other
Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Claims of the
other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with
the aggregate amounts of their respective Claims; provided that (i) if any such participations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the
extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment
made by any Borrower pursuant to and in accordance with the express terms of this Agreement or any other Loan Document (for the avoidance
of doubt, in each case, as it may be amended from time to time) or any payment obtained by a Lender as consideration for the assignment
of or sale of a participation in any of its Claims to any Eligible Assignee. Each Borrower consents to the foregoing and agrees, to the
extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements
may exercise against each Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of such Borrower in the amount of such participation.
(d) Unless
the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of any Lenders or Issuing Bank hereunder that such Borrower will not make such payment, the Administrative Agent
may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute
to the applicable Lenders or Issuing Bank, as the case may be, the amount due. In such event, if such Borrower has not in fact made such
payment, then each applicable Lender or Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith
on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such
amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate.
SECTION 2.19. Mitigation
Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15 or 2.20, or if any
Borrower is required to pay any additional amount to any Lender or to any Governmental Authority for the account of any Lender
pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or
booking its affected Loans or other extensions of credit hereunder or to assign its affected rights and obligations hereunder to
another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 2.15, 2.17 or 2.20, as the case may be, in the future and
(ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.
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(b) If
(i) any Lender requests compensation under Section 2.15 or 2.20, (ii) any Loan Party is required to pay any additional
amount to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.17, (iii) any Lender
is a Defaulting Lender, (iv) any Lender is a Non-Extending Lender or (v) any Lender has failed to consent to a proposed amendment,
waiver, discharge or termination that under Section 11.02 requires the consent of all the Lenders (or all the affected Lenders or
all the Lenders of the affected Class) and with respect to which the Required Lenders (or, in circumstances where Section 11.02
does not require the consent of the Required Lenders, a majority in interest of the Lenders of the affected Class) shall have granted
their consent, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require
such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 11.04),
all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15, 2.17 and 2.20) and obligations under
the Loan Documents (or, in the case of any such assignment and delegation resulting from a failure to provide a consent, all its interests,
rights (other than such existing rights) and obligations under this Agreement and the other Loan Documents as a Lender of a particular
Class) to an Eligible Assignee that shall assume such obligations (which assignee shall be an Eligible Assignee and may be another Lender,
if a Lender accepts such assignment); provided that (A) the Company shall have received the prior written consent of the
Administrative Agent (and, if a Commitment or LC Exposure or Swingline Exposure is being assigned, each Issuing Bank or the applicable
Swingline Lender, as the case may be), which consent, in each case, shall not be unreasonably withheld or delayed, (B) such Lender
shall have received payment of an amount equal to the outstanding principal of its Loans and funded participations in LC Disbursements
and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (if applicable, in each case
only to the extent such amounts relate to its interest as a Lender of a particular Class) from the assignee (to the extent of such outstanding
principal, funded participations and accrued interest and fees) or the applicable Borrower (in the case of all other amounts), (C) in
the case of any such assignment resulting from a claim for compensation under Section 2.15 or 2.20 or payments required to be made
pursuant to Section 2.17, such assignment will result in a material reduction in such compensation or payments, (D) such assignment
does not conflict with applicable law, (E) in the case of any such assignment and delegation resulting from the status of such Lender
as a Non-Extending Lender, the assignee shall have agreed to the applicable Extension and (F) in the case of any such assignment
and delegation resulting from the failure to provide a consent, the assignee shall have given such consent and, as a result of such assignment
and delegation and any contemporaneous assignments and delegations and consents, the applicable amendment, waiver, discharge or termination
can be effected. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver
by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply. Each party
hereto agrees that an assignment and delegation required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption
executed by the Company, the Administrative Agent and the assignee and that the Lender required to make such assignment and delegation
need not be a party thereto.
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SECTION 2.20. Foreign
Subsidiary Costs. (a) If the cost to any Lender or Issuing Bank of making, continuing, converting to or maintaining any Loan to
(or of maintaining its obligation to make any such Loan), or participating in, issuing or maintaining any Letter of Credit or
Swingline Loan issued for the account of or made to, any Borrower is increased (or the amount of any sum received or receivable by
any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender or Issuing Bank to be
material, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United
States of America, the United Kingdom or Canada, such Borrower shall indemnify such Lender or Issuing Bank for such increased cost
or reduction within 15 days after demand by such Lender or Issuing Bank (with a copy to the Administrative Agent). A certificate of
such Lender or Issuing Bank claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid
to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest
error.
(b) Each
Lender and Issuing Bank will promptly notify the Company and the Administrative Agent of any event of which it has knowledge that will
entitle such Lender or Issuing Bank to additional interest or payments pursuant to paragraph (a) above, but in any event within
45 days after such Lender or Issuing Bank obtains actual knowledge thereof; provided that (i) if any Lender or Issuing Bank
fails to give such notice within 45 days after it obtains actual knowledge of such an event, such Lender or Issuing Bank shall, with
respect to compensation payable pursuant to this Section in respect of any costs or reductions resulting from such event, only be
entitled to payment under this Section for costs or reductions incurred from and after the date 45 days prior to the date that such
Lender or Issuing Bank does give such notice and (ii) each Lender will designate a different applicable lending office, if, in the
judgment of such Lender, such designation will avoid the need for, or reduce the amount of, such compensation and will not be otherwise
disadvantageous to such Lender.
(c) Notwithstanding
the foregoing, no Lender shall be entitled to compensation under this Section to the extent the applicable Borrower is a Borrower
at the time such Lender becomes a party to this Agreement, except to the extent that such Lender’s assignor was entitled immediately
prior to the assignment to such Lender to receive compensation with respect to such increased costs or reductions pursuant to this Section.
(d) The
foregoing provisions of this Section shall not apply to Taxes imposed on or with respect to payments made by the Borrowers hereunder
or Other Taxes, which Taxes shall be governed in each case solely by Section 2.17.
SECTION 2.21.
Designation of Borrowing Subsidiaries. The Company may at any time and from time to time designate any US Subsidiary, UK Subsidiary
or Canadian Subsidiary or, with the prior written consent of each Lender and Issuing Bank, any other Subsidiary, as a Borrower, in each
case by delivery to the Administrative Agent of a Borrower Joinder Agreement executed by such Subsidiary and by the Company, and upon
such delivery and the satisfaction of the other conditions set forth in Section 4.03, such Subsidiary shall for all purposes of
this Agreement be a Borrower and a party to this Agreement; provided that in the event such designation is of any EEA Subsidiary,
such designation shall also be subject to an amendment of this Agreement to include provisions recommended by the Loan Syndications and
Trading Association, or as required by the Administrative Agent as an operational or administrative matter (including to appoint an Affiliate
of the Administrative Agent to serve as an additional Administrative Agent with respect to the extension of credit to such EEA Subsidiary),
relating to Article 21c of Directive (EU) 2024/1619 amending Directive (EU) 2013/36. Any Borrowing Subsidiary shall continue to
be a Borrowing Subsidiary until the Company shall have executed and delivered to the Administrative Agent a Borrower Termination Agreement
with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Borrowing Subsidiary hereunder. Notwithstanding the foregoing,
(a) no Borrower Joinder Agreement shall become effective as to any Subsidiary if, within a period of time after the delivery of
the applicable Borrower Joinder Agreement to be reasonably determined by the Administrative Agent, any Lender or Issuing Bank shall have
advised the Administrative Agent in writing that it shall be unlawful for such Subsidiary to become a Borrower hereunder or, in the case
of any Lender or Issuing Bank participating in a Tranche under which such Subsidiary may borrow or obtain other extensions of credit,
it shall be unlawful for such Lender or Issuing Bank to make Loans or otherwise extend credit to such Subsidiary as provided herein and
(b) no Borrower Termination Agreement will become effective as to any Borrowing Subsidiary until all Loans made to such Borrowing
Subsidiary shall have been repaid, all Letters of Credit issued for the account of such Borrowing Subsidiary have been drawn in full
or have expired and all amounts payable by such Borrowing Subsidiary in respect of LC Disbursements, interest and/or fees (and, to the
extent notified by the Administrative Agent, any Lender or any Issuing Bank, any other amounts payable hereunder by such Borrowing Subsidiary)
shall have been paid in full; provided that such Borrower Termination Agreement shall be effective to terminate the right of such
Borrowing Subsidiary to request or receive further extensions of credit under this Agreement. As soon as practicable upon receipt of
a Borrower Joinder Agreement, the Administrative Agent shall send a copy thereof to each Lender and Issuing Bank.
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SECTION 2.22.
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender,
then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) the
facility fees shall continue to accrue on the amount of the Commitment of such Defaulting Lender pursuant to Section 2.12(a) only
to the extent of the Revolving Credit Exposure of such Defaulting Lender (excluding any portion thereof constituting Swingline Exposure
or LC Exposure of such Defaulting Lender that is subject to reallocation under clause (d)(i) below);
(b) any
payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender
(whether voluntary or mandatory, at maturity or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant
to Section 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the
payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis
of any amounts owing by such Defaulting Lender to any Issuing Bank or any Swingline Lender hereunder; third, to cash collateralize LC
Exposure with respect to such Defaulting Lender in accordance with this Section; fourth, as the Company may request (so long as no Default
or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof
as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the
Company, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential
future funding obligations with respect to Loans under this Agreement and (y) cash collateralize future LC Exposure with respect
to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with this Section; sixth,
to the payment of any amounts owing to the Lenders, the Issuing Banks or the Swingline Lenders as a result of any judgment of a court
of competent jurisdiction obtained by any Lender, any Issuing Bank or any Swingline Lender against such Defaulting Lender as a result
of such Defaulting Lender’s breach of its obligations under this Agreement or under any other Loan Document; seventh, so long as
no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any judgment of a court of
competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach
of its obligations under this Agreement or under any other Loan Document; and eighth, to such Defaulting Lender or as otherwise directed
by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans
or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were
made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived,
such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all non-Defaulting Lenders under the applicable
Tranche on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to, such Defaulting Lender
until such time as all Loans and funded and unfunded participations in the Borrowers’ obligations corresponding to such Defaulting
Lender’s LC Exposure and Swingline Loans are held by the Lenders under the applicable Tranche pro rata in accordance with the Commitments
without giving effect to clause (d) below; it being agreed that any payments, prepayments or other amounts paid or payable
to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this
clause (b) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto;
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(c) the
Commitments and Revolving Credit Exposures of such Defaulting Lender shall not be included in determining whether the Required Lenders
or any other requisite Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification
pursuant to Section 11.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders
or all Lenders affected thereby shall, except as otherwise provided in Section 11.02, require the consent of such Defaulting Lender
in accordance with the terms hereof;
(d) if
any Swingline Exposure or LC Exposure exists at the time such Lender becomes a Defaulting Lender then:
(i) all
or any part of the Swingline Exposures and LC Exposures of such Defaulting Lender (other than (A) in the case of a Defaulting Lender
that is a Swingline Lender, any portion of such Swingline Exposure referred to in clause (b) of the definition of the terms Tranche
One Swingline Exposure or Tranche Two Swingline Exposure, (B) any portion of such Swingline Exposure with respect to which such
Defaulting Lender shall have funded its participation as contemplated by Section 2.04(c) and (C) any portion of such LC
Exposure attributable to unreimbursed LC Disbursements with respect to which such Defaulting Lender shall have funded its participation
as contemplated by Sections 2.05(d) and 2.05(e)) shall be reallocated among the non-Defaulting Tranche One Lenders or non-Defaulting
Tranche Two Lenders, as applicable, in proportion to their respective Tranche One Percentages or Tranche Two Percentages, as applicable,
but only to the extent that (A) (x) the sum of all non-Defaulting Tranche One Lenders’ Tranche One Revolving Credit Exposures
plus such Defaulting Lender’s Tranche One Swingline Exposure (other than any portion thereof referred to in the parenthetical
clause above) and Tranche One LC Exposure (other than any portion thereof referred to in the parenthetical clause above) does not exceed
the total of all non-Defaulting Tranche One Lenders’ Tranche One Commitments and (y) after giving effect to such reallocation,
the Tranche One Revolving Credit Exposure of any non-Defaulting Lender does not exceed the Tranche One Commitment of such Lender and
(B) (x) the sum of all non-Defaulting Tranche Two Lenders’ Tranche Two Revolving Credit Exposures plus such Defaulting
Lender’s Tranche Two Swingline Exposure (other than any portion thereof referred to in the parenthetical clause above) and Tranche
Two LC Exposure (other than any portion thereof referred to in the parenthetical clause above) does not exceed the total of all non-Defaulting
Tranche Two Lenders’ Tranche Two Commitments and (y) after giving effect to such reallocation, the Tranche Two Revolving Credit
Exposure of any non-Defaulting Lender does not exceed the Tranche Two Commitment of such Lender;
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(ii) if
the reallocations described in clause (i) above cannot, or can only partially, be effected, the Borrowers shall, within one Business
Day following notice by the Administrative Agent (after giving effect to any partial reallocation pursuant to clause (i) above),
(x) first, prepay the portion of such Swingline Exposure (other than any portion thereof referred to in the parenthetical in such
clause (i)) that has not been reallocated and (y) second, cash collateralize for the benefit of the Issuing Banks the Borrowers’
obligations corresponding to the portion of such Defaulting Lender’s LC Exposure (other than any portion thereof referred to in
the parenthetical in such clause (i)) that has not been reallocated, such cash collateralization to be in accordance with the procedures
set forth in Section 2.05(i) for so long as such LC Exposure is outstanding;
(iii) if
the Borrowers cash collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrowers
shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting
Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if
the LC Exposure of such Defaulting Lender is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant
to Sections 2.12(a) and 2.12(b) shall be adjusted in accordance with the amounts of such LC Exposure allocated to the non-Defaulting
Lenders;
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(v) if
all or any portion of such Defaulting Lender’s Swingline Exposure that is subject to reallocation pursuant to clause (i) above
is neither reallocated nor reduced pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies
of the Swingline Lenders or any other Lender hereunder, all facility fees that otherwise would have been payable under Section 2.12(a) to
such Defaulting Lender with respect to such portion of its Swingline Exposure shall be payable to the applicable Swingline Lender until
and to the extent that such Swingline Exposure is reallocated and/or reduced to zero; and
(vi) if
all or any portion of such Defaulting Lender’s LC Exposure that is subject to reallocation pursuant to clause (i) above is
neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or
remedies of the Issuing Banks or any other Lender hereunder, all facility fees that otherwise would have been payable under Section 2.12(a) to
such Defaulting Lender with respect to such portion of its LC Exposure, and all letter of credit fees payable under Section 2.12(b) with
respect to such Defaulting Lender’s LC Exposure, shall be payable to the Issuing Banks (and allocated among them ratably based
on the amount of such portion of the LC Exposure of such Defaulting Lender attributable to Letters of Credit issued by each Issuing Bank)
until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(e) so
long as such Lender is a Defaulting Lender, no Swingline Lender shall be required to fund any Swingline Loan, and no Issuing Bank shall
be required to issue, amend or extend any Letter of Credit, unless it is satisfied that the Defaulting Lender’s Swingline Exposure
and LC Exposure will be 100% reallocated to the non-Defaulting Lenders and/or cash collateralized as provided above, and participating
interests in any newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting
Lenders of the applicable Tranche in a manner consistent with Section 2.22(d)(i) (and such Defaulting Lender shall not participate
therein).
If
(i) a Bankruptcy Event or a Bail-In Action with respect to a parent entity of any Lender shall occur following the Restatement Effective
Date and for so long as such event shall continue or (ii) a Swingline Lender or an Issuing Bank has a good faith belief that any
Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit,
such Swingline Lender shall not be required to fund any Swingline Loan and such Issuing Bank shall not be required to issue, amend or
increase any Letter of Credit, unless such Swingline Lender or such Issuing Bank, as the case may be, shall have entered into arrangements
with the Borrowers or such Lender, reasonably satisfactory to such Swingline Lender or such Issuing Bank, as the case may be, to eliminate
any risk to it in respect of such Lender hereunder.
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In
the event that the Administrative Agent, the Company, each Swingline Lender and each Issuing Bank shall agree that a Defaulting Lender
has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposures and LC Exposures
of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitments and on such date such Lender shall purchase
at par such of the Tranche One Loans and/or Tranche Two Loans of the other Lenders, and such funded participations in Swingline Loans
and LC Disbursements, as the Administrative Agent shall determine to be necessary in order for the Lenders to hold such Loans and funded
participations in accordance with their applicable Tranche Percentages, and such Lender shall thereupon cease to be a Defaulting Lender
(but shall not be entitled to receive any fees accrued during the period when it was a Defaulting Lender, and all amendments, waivers
or modifications effected without its consent in accordance with the provisions of Section 11.02 and this Section during such
period shall be binding on it).
Subject
to Section 11.16, the rights and remedies against, and with respect to, a Defaulting Lender under this Section 2.22 are in
addition to, and cumulative and not in limitation of, all other rights and remedies that the Administrative Agent and each Lender, each
Issuing Bank, the Swingline Lender, the Company or any other Loan Party may at any time have against, or with respect to, such Defaulting
Lender.
SECTION 2.23.
Extension of Maturity Date.
(a) The
Company may, up to two times after the Restatement Effective Date, by written notice (an “Extension Notice”) delivered
to the Administrative Agent, request an extension (each, an “Extension”) of the Maturity Date to a date no later than
the first anniversary of the then-existing Maturity Date (such existing Maturity Date, the “Existing Maturity Date”),
provided that not more than a single Extension may be effected in any period of 12 consecutive months and, after giving effect
thereto, the Maturity Date may not be more than five years after the applicable Extension Closing Date (as defined below).
(b) The
Administrative Agent shall promptly furnish a copy of each Extension Notice to each Lender, and shall request that each Lender advise
the Administrative Agent whether or not such Lender agrees to the requested Extension within 20 days of delivery to such Lender of such
Extension Notice; provided that any Lender that does not advise the Administrative Agent by the 20th day after the date of such
Extension Notice shall be deemed to be have declined the requested Extension (each Lender agreeing to the requested Extension being called
an “Extending Lender”, and each Lender declining or deemed to have declined to agree to the requested Extension being
called a “Non-Extending Lender”). The decision to agree or withhold agreement to any Extension hereunder shall be
at the sole discretion of each Lender. If Lenders constituting not less than the Required Lenders shall have agreed to extend the Maturity
Date before the anniversary of the Restatement Effective Date immediately following the delivery of the applicable Extension Notice,
then, effective as of the Extension Closing Date (as defined below) with respect thereto, the Maturity Date applicable to the Extending
Lenders shall be the first anniversary of the Existing Maturity Date; provided that no extension of the Maturity Date pursuant
to this Section 2.23 shall become effective unless (the first date on which such consent of the Required Lenders is obtained and
the conditions specified in this proviso are satisfied with respect to the applicable Extension being called the “Extension
Closing Date”) on the applicable Extension Closing Date, the conditions set forth in Sections 4.02(a) and 4.02(b) shall
be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such Extension) and the Administrative
Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. The Commitment
of each Non-Extending Lender shall terminate on the Existing Maturity Date, and the principal amount of any outstanding Loans made by
such Non-Extending Lender, together with any accrued interest thereon, and any accrued fees and other amounts payable to or for the account
of such Non-Extending Lender hereunder shall be due and payable on the Existing Maturity Date. Notwithstanding the foregoing provisions
of this paragraph, the terms “Availability Period” and “Maturity Date” (without taking into consideration any
extension pursuant to this Section 2.23), as such terms are used in reference to any Issuing Bank or any Letters of Credit issued
by such Issuing Bank or any Swingline Lender or any Swingline Loans made by such Swingline Lender, may not be extended without the prior
written consent of such Issuing Bank or such Swingline Lender, as applicable (it being understood and agreed that, in the event any Issuing
Bank or any Swingline Lender shall not have consented to any Extension, (1) such Issuing Bank or such Swingline Lender, as applicable,
shall continue to have all the rights and obligations of an Issuing Bank or a Swingline Lender, as applicable, hereunder through the
applicable Existing Maturity Date (or the Availability Period determined on the basis thereof, as applicable), and thereafter shall have
no obligation to issue, amend or extend any Letter of Credit or make any Swingline Loan (but shall, in each case, continue to be entitled
to the benefits of Sections 2.04, 2.05, 2.15, 2.17, 2.20 and 11.03, as applicable, as to Letters of Credit or Swingline Loans issued
or made prior to such time), and (2) the Borrowers shall cause the LC Exposure attributable to Letters of Credit issued by such
Issuing Bank and the Swingline Exposure attributable to Swingline Loans made by such Swingline Lender to be zero no later than the day
on which such LC Exposure or Swingline Exposure, as applicable, would have been required to have been reduced to zero in accordance with
the terms hereof without giving effect to the effectiveness of the extension of the applicable Existing Maturity Date pursuant to this
paragraph (and in any event, no later than such Existing Maturity Date)).
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ARTICLE III
Representations
and Warranties
The
Company represents and warrants, and each Borrower represents and warrants as to itself and its subsidiaries, to the Lenders that:
SECTION 3.01.
Organization; Powers. Each Loan Party is duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to
do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, is qualified to do
business and is in good standing in every jurisdiction where such qualification is required.
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SECTION 3.02.
Authorization; Enforceability. The Transactions to be entered into by each Loan Party are within such Loan Party’s corporate,
partnership or other applicable powers and have been duly authorized by all necessary corporate, partnership and, if required, stockholder
or other equityholder action. This Agreement has been duly executed and delivered by each Borrower and constitutes, and each other Loan
Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and
binding obligation of such Borrower or Loan Party (as the case may be), enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles
of equity, regardless of whether considered in a proceeding in equity or at law.
SECTION 3.03.
Governmental Approvals; No Conflicts; Margin Stock. (a) The Transactions (i) do not require any consent or approval of,
registration or filing with, or any other action by, any Governmental Authority, (ii) will not violate the charter, by-laws or other
organizational documents of any Loan Party, (iii) will not violate any applicable law or regulation or any order of any Governmental
Authority, (iv) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan
Party or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party and (v) will not result
in the creation or imposition of any Lien on any asset of any Loan Party (other than Liens created hereunder), in the case of clauses
(i), (iii), (iv) and (v) above, except to the extent that any of the foregoing, individually or in the aggregate, would not reasonably
be expected to result in a Material Adverse Effect.
(b) Neither
the Company nor any of the Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit
for the purpose of purchasing or carrying margin stock (as defined in Regulation U). No part of the proceeds of any Loan will be used,
whether directly or indirectly, for any purpose that would entail a violation of Regulation U. Following the application of the proceeds
of each Loan, not more than 25% of the value of the assets (either of the Company only or of the Company and its Subsidiaries on a consolidated
basis) subject to the restrictions of Section 6.02 or 6.04 will be margin stock (within the meaning of Regulation U).
SECTION 3.04. Financial
Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders its consolidated balance sheet
and statements of income, stockholders’ equity and cash flows (i) as of and for the fiscal year ended September 30,
2025, audited and reported on by Ernst & Young LLP, independent registered public accounting firm, and (ii) as of and
for the fiscal quarters and the portions of the fiscal year ended December 31, 2025, March 31, 2026 and June 30,
2026, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial
position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such
periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements
referred to in clause (ii) above.
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(b) Since
September 30, 2025, there has been no material adverse change in the business, assets, operations or condition (financial or otherwise)
of the Company and the Subsidiaries, taken as a whole.
SECTION 3.05. Properties.
(a) The Company and each of the Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property
material to its business, except for (i) minor defects in title that do not interfere with its ability to conduct its business as
currently conducted or to utilize such properties for their intended purposes and (ii) where the failure to do so, individually or
in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
(b) Each
of the Company and the Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual
property material to its business, and the use thereof by the Company and the Subsidiaries does not infringe upon the rights of any other
Person, except for any such infringements that, individually or in the aggregate, would not reasonably be expected to result in a Material
Adverse Effect.
SECTION 3.06.
Litigation. There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority (including the United
States Food and Drug Administration and the corresponding Governmental Authorities in Canada and the United Kingdom) pending against
or, to the knowledge of the Company, threatened against or affecting the Company or any of the Subsidiaries (a) as to which there
is a reasonable likelihood of an adverse determination and that, if adversely determined, would reasonably be expected, individually
or in the aggregate, to result in a Material Adverse Effect or (b) that involve any of the Loan Documents or the Transactions.
SECTION 3.07.
Investment Company Status. No Loan Party is an “investment company” as defined in, or subject to regulation under,
the Investment Company Act of 1940.
SECTION 3.08.
ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events
for which liability is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect. Any excess
of the accumulated benefits under one or more Plans (based on the assumptions used for purposes of Accounting Standards Codification
Topic 715) over the fair market value of the assets of such Plan or Plans is in an amount that would not reasonably be expected, individually
or in the aggregate, to result in a Material Adverse Effect.
SECTION 3.09. Disclosure.
(a) The Company has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which the Company or
any of the Subsidiaries is subject, and all other matters known to any of them, that, individually or in the aggregate, would
reasonably be expected to result in a Material Adverse Effect. Neither the Information Memorandum nor any of the other reports,
financial statements, certificates or other information furnished by or on behalf of any Loan Party to the Administrative Agent or
any Lender in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or thereunder (as
modified or supplemented by other information so furnished), taken as a whole, contains any material misstatement of fact or omits
to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading; provided that, with respect to projected financial information, the Company represents only that such
information was prepared in good faith based upon assumptions believed to be reasonable at the time.
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(b) As
of the Restatement Effective Date, to the best knowledge of the Company, the information included in each Beneficial Ownership Certification
provided on or prior to the Restatement Effective Date to any Lender in connection with this Agreement is true and correct in all respects.
SECTION 3.10.
Anti-Corruption Laws and Sanctions. The Company has implemented and will maintain in effect and enforce policies and procedures
designed to ensure compliance by the Company, its Subsidiaries and their directors, officers, employees and agents with applicable Anti-Corruption
Laws and Sanctions. None of the Company or any Subsidiary or, to the knowledge of the Company, any director, officer, employee or agent
of the Company or any Subsidiary, is a Sanctioned Person.
ARTICLE IV
Conditions
SECTION 4.01.
Restatement Effective Date. The amendment and restatement of the Existing Credit Agreement to be in the form hereof and the obligations
of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date
on which each of the following conditions shall be satisfied (or waived in accordance with Section 11.02):
(a) The
Administrative Agent shall have executed a counterpart of this Agreement and shall have received from each other party hereto a counterpart
of this Agreement signed on behalf of such party (which, subject to Section 11.06(b), may include any Electronic Signatures transmitted
by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page of a counterpart of
this Agreement).
(b) The
Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Banks, the Swingline
Lender and the Lenders and dated the Restatement Effective Date) of each of (i) Morgan, Lewis & Bockius LLP, counsel for
the Borrowers, and (ii) Elizabeth S. Campbell, Executive Vice President and Chief Legal Officer of the Company, in each case, in
form and substance reasonably satisfactory to the Administrative Agent.
(c) The
Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request
relating to the organization, existence and good standing of the Borrowers, the authorization of the transactions contemplated hereby
and any other legal matters relating to the Borrowers, the Loan Documents or such transactions, all in form and substance reasonably
satisfactory to the Administrative Agent.
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(d) The
Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President and Chief Executive
Officer, a Vice President or a Financial Officer of the Company, certifying that (i) the representations and warranties of each
Loan Party set forth in the Loan Documents are true and correct in all material respects (except in the case of those representations
and warranties already qualified by materiality, which shall be true and complete in all respects) on and as of the Restatement Effective
Date and (ii) no Default has occurred and is continuing on and as of the Restatement Effective Date.
(e) The
Administrative Agent and each Lender shall have received (i) all documentation and other information requested by it for purposes
of ensuring compliance with applicable “know your customer” and anti-money laundering rules and regulations, including
the USA Patriot Act, the Criminal Code (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the
Anti-terrorism Act (Canada) and, (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial
Ownership Regulation, any Lender that has requested, in a written notice to the Company at least 10 days prior to the Restatement Effective
Date, a Beneficial Ownership Certification in relation to such Borrower, shall have received such Beneficial Ownership Certification
(provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set
forth in this clause (e) shall be deemed to be satisfied), not fewer than five Business Days prior to the Restatement Effective
Date.
(f) The
Borrowers shall have paid, or substantially concurrently with the satisfaction of the other conditions precedent set forth in this Section 4.01
shall pay, (i) the principal of any borrowings outstanding under the Existing Credit Agreement (other than the Specified Existing
Borrowing), and all interest and all fees referred to in Sections 2.12(a) and 2.12(b) of the Existing Credit Agreement accrued
but unpaid to the Restatement Effective Date under the Existing Credit Agreement (other than any interest accrued in respect of the Specified
Existing Borrowing), and (ii) any other amounts owing to, or accrued under the Existing Credit Agreement for the account of, any
lender under the Existing Credit Agreement.
(g) The
Administrative Agent and each Lender shall have received all fees and other amounts due and payable on or prior to the Restatement Effective
Date in connection with this Agreement, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including
fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document.
The
Administrative Agent shall notify the Company and the Lenders of the Restatement Effective Date, and such notice shall be conclusive
and binding.
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SECTION 4.02.
Each Credit Event. The obligation of each Lender to make a Loan on the occasion of
any Borrowing and of each Issuing Bank to issue, amend or extend any Letter of Credit is
subject to, in addition to the conditions set forth in Section 4.01, receipt of the
request therefor in accordance herewith and to the satisfaction of the following conditions:
(a) With
the exception of the representations and warranties set forth in Sections 3.04(b) and 3.06, which must be true and correct in all
material respects only on the Restatement Effective Date or the applicable Increase Effective Date or Extension Closing Date, the representations
and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (except in the case
of those representations and warranties already qualified by materiality, which shall be true and complete in all respects) on and as
of the date of such Borrowing or the date of issuance, amendment or extension of such Letter of Credit, as applicable.
(b) At
the time of and immediately after giving effect to such Borrowing or the issuance, amendment or extension of such Letter of Credit, as
applicable, no Default shall have occurred and be continuing.
Each
Borrowing (other than any conversion or continuation of a Loan) and each issuance, amendment or extension of a Letter of Credit shall
be deemed to constitute a representation and warranty by the Company on the date thereof that the conditions specified in paragraphs (a) and
(b) of this Section have been satisfied.
SECTION 4.03.
Effectiveness of Designation of each Additional Borrowing Subsidiary. The effectiveness of the designation of any Subsidiary as
a Borrowing Subsidiary in accordance with Section 2.21 is subject to the satisfaction of the following conditions:
(a) The
Administrative Agent (or its counsel) shall have received such Borrowing Subsidiary’s Borrower Joinder Agreement duly executed
by all parties thereto.
(b) The
Administrative Agent shall have received such documents (including such legal opinions) as the Administrative Agent or its counsel may
reasonably request relating to the formation, existence and good standing of such Borrower, the authorization and legality of the Transactions
insofar as they relate to such Borrower and any other legal matters relating to such Borrower, its Borrower Joinder Agreement or such
Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(c) The
Administrative Agent and the Lenders shall have received all documentation and other information relating to such Borrower requested
by them for purposes of ensuring compliance with applicable “know your customer” and anti-money laundering rules and
regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation.
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ARTICLE V
Affirmative
Covenants
Until
the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder have been
paid in full and all Letters of Credit have expired or terminated and all LC Disbursements have been reimbursed, the Company covenants
and agrees, and each Borrower covenants and agrees, as to itself and its subsidiaries, with the Lenders that:
SECTION 5.01.
Financial Statements and Other Information. The Company will furnish to the Administrative Agent, which will make available to
each Lender:
(a) as
soon as available, and in any event within 95 days after the end of each fiscal year of the Company, its audited consolidated balance
sheet and related audited consolidated statements of operations, stockholders’ equity and cash flows as of the end of and for such
year, in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by an independent registered
public accounting firm of recognized national standing (without a “going concern” or like qualification or exception and
without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present
fairly, in all material respects, the financial position and results of operations and cash flows of the Company and the consolidated
Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) as
soon as available, and in any event within 50 days after the end of each of the first three fiscal quarters of each fiscal year
of the Company, its unaudited consolidated balance sheet and related unaudited consolidated statements of operations and cash flows as
of the end of and for such fiscal quarter (other than in the case of the statements of cash flows) and the then elapsed portion of the
fiscal year, in each case setting forth in comparative form the figures for the corresponding period or periods of (or, in the case of
the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer of the Company as presenting fairly,
in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries
on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of
footnotes;
(c) within
five Business Days after any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial
Officer of the Company (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details
thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating
compliance with Section 6.05 and (iii) stating whether any change in GAAP or in the application thereof has occurred since
the date of the Company’s audited financial statements referred to in Section 3.04 or theretofore most recently delivered
under clause (a) above and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying
such certificate;
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(d) promptly
following a request therefor, any documentation or other information that a Lender reasonably requests in order to comply with its ongoing
obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA
PATRIOT Act or Beneficial Ownership Regulation; and
(e) promptly
following any request therefor, such other information regarding the operations, business affairs, assets and financial condition of
the Company or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent, or any Lender through
the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information
to confirm in writing its confidentiality obligations under Section 11.12.
Information
required to be delivered pursuant to clauses (a) and (b) of this Section shall be deemed to have been delivered on the
date on which the Company publicly posts such information, or the annual or quarterly reports containing such information, on the Company’s
website at http://www.cencora.com or such information, or such reports, shall be publicly available on the Securities and Exchange Commission’s
website at http://www.sec.gov or on an Approved Electronic Platform. The Administrative Agent shall have no obligation to request the
delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor
compliance by the Loan Parties with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting
delivery to it or maintaining its copies of such documents.
SECTION 5.02.
Notices of Default. The Company will furnish to the Administrative Agent and each Lender, promptly after any Financial Officer
or other executive officer of the Company obtains knowledge thereof, written notice of the occurrence of any Default. Each notice delivered
under this Section 5.02 (a) shall be in writing, (b) shall contain a heading or reference line that reads “Notice
under Section 5.02 of Amended and Restated Credit Agreement dated as of July 31, 2026” and (c) shall be accompanied
by a statement of a Financial Officer or other executive officer of the Company setting forth the details of the event or development
requiring such notice and any action taken or proposed to be taken with respect thereto.
SECTION 5.03.
Existence; Conduct of Business. The Company will, and will cause each of its Subsidiaries to, do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises,
patents, copyrights, trademarks and trade names material to the conduct of its business, except (other than as to the preservation of
the legal existence of any Loan Party) where failure to do so, individually or in the aggregate, would not reasonably be expected to
result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation
or dissolution permitted under Section 6.03.
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SECTION 5.04.
Payment of Taxes. The Company will, and will cause each of the Subsidiaries to, pay its Tax liabilities before the same shall
become delinquent or in default, except where (a) (i) the validity or amount thereof is being contested in good faith by appropriate
proceedings, (ii) the Company or the applicable Subsidiary has set aside on its books adequate reserves with respect thereto in
accordance with GAAP and (iii) such contest effectively suspends collection of the contested obligation and the enforcement of any
Lien securing such obligation or (b) the failure to make payment, individually or in the aggregate, would not reasonably be expected
to result in a Material Adverse Effect.
SECTION 5.05.
Maintenance of Properties. The Company will, and will cause each of the Subsidiaries to, keep and maintain all property used in
its business in good working order and condition, ordinary wear and tear excepted, except where the failure to do so, individually or
in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
SECTION 5.06.
Books and Records; Inspection and Audit Rights. The Company will, and will cause each of the Subsidiaries to, keep proper books
of record and account in which true and correct in all material respects entries are made of all dealings and transactions in relation
to its business and activities. The Company will, and will cause each of the Subsidiaries to, permit any representatives designated by
the Administrative Agent to visit and inspect its properties, to examine and make extracts from its books and records and to discuss
its affairs, finances and condition with its officers and independent registered public accounting firm, all at such reasonable times
and subject to such reasonable notice requirements and other procedures as shall from time to time be agreed upon by the Company and
the Administrative Agent; provided that the Administrative Agent may not exercise such rights more often than once in any period
of 12 consecutive months, unless an Event of Default has occurred and is continuing.
SECTION 5.07.
Compliance with Laws. The Company will, and will cause each of the Subsidiaries to, comply with all laws, rules, regulations and
orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate,
would not reasonably be expected to result in a Material Adverse Effect.
SECTION 5.08.
Use of Proceeds and Letters of Credit. (a) The proceeds of the Loans will be used only for general corporate purposes of the
Company and the Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that
entails a violation of any of the Regulations of the Federal Reserve Board, including Regulations U and X. Letters of Credit will
be issued only for general corporate purposes of the Company and its Subsidiaries.
(b) No
Borrower will use or permit the use of the proceeds of any Borrowing or any Letter of Credit (i) for the purpose of financing a
payment to any Person in violation of applicable Anti-Corruption Laws, (ii) for the purpose of financing any activity or transaction
of or with any Sanctioned Person or in any Sanctioned Country or (iii) in any manner that would result in the violation of any applicable
Sanctions by any party hereto.
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ARTICLE VI
Negative
Covenants
Until
the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid
in full and all Letters of Credit have expired or terminated and all LC Disbursements have been reimbursed, the Company covenants and
agrees, and each Borrower covenants and agrees, as to itself and its subsidiaries, with the Lenders that:
SECTION 6.01.
Subsidiary Indebtedness. The Company will not permit any Subsidiary to enter into any inventory securitization transaction or
to create, incur, assume or permit to exist any Indebtedness, other than:
(a) Indebtedness
of a Securitization Entity under the Existing Securitization or any other Securitization;
(b) Indebtedness
of Subsidiaries under this Agreement;
(c) Indebtedness
of any Subsidiary owed to the Company or any other Subsidiary; provided that such Indebtedness shall not have been transferred
to any Person other than the Company or any Subsidiary;
(d) Indebtedness
of any Domestic Subsidiary that shall have executed and delivered an irrevocable Guarantee of the Obligations satisfactory in form and
substance to the Administrative Agent (which, in the case of any Subsidiary that is not an “eligible contract participant”
as defined in the Commodity Exchange Act, will be qualified as required to ensure compliance with the Commodity Exchange Act and any
regulations thereunder);
(e) Indebtedness
of any Foreign Subsidiary; provided that (i) such Indebtedness shall not be Guaranteed by any Domestic Subsidiary and (ii)
at the time of and after giving effect to the incurrence of any such Indebtedness, the aggregate principal amount of all Indebtedness
outstanding in reliance on this clause (e) does not exceed 20% of that portion of the Consolidated Tangible Assets as of the last
day of the then most recently ended Test Period as is attributable to Foreign Subsidiaries;
(f) Indebtedness
of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets acquired, constructed
or improved by such Subsidiary; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition
or the completion of such construction or improvement and the principal amount of such Indebtedness does not exceed the cost of acquiring,
constructing or improving such fixed or capital assets; and any refinancings, refundings, renewals, amendments or extensions thereof,
provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment
or extension except by an amount equal to any premium or other amount paid, and fees and expenses incurred, in connection therewith;
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(g) Indebtedness
of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged, consolidated or amalgamated with
or into a Subsidiary in a transaction permitted hereunder) after the Restatement Effective Date, or Indebtedness of any Person that is
assumed by any Subsidiary in connection with an acquisition of assets by such Subsidiary in an Acquisition consummated after the Restatement
Effective Date, provided that such Indebtedness exists at the time such Person becomes a Subsidiary (or is so merged, consolidated
or amalgamated) or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a Subsidiary
(or such merger, consolidation or amalgamation) or such assets being acquired; and any refinancings, refundings, renewals, amendments
or extensions thereof, provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding,
renewal, amendment or extension except by an amount equal to any premium or other amount paid, and fees and expenses incurred, in connection
therewith; and
(h) other
Indebtedness of any Subsidiary, provided that at the time of and after giving effect to the incurrence of any such Indebtedness,
the sum, without duplication, of (i) the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (h) and
(ii) the aggregate outstanding principal amount of Indebtedness secured by Liens in reliance on Section 6.02(h) does not
exceed 5% of Consolidated Tangible Assets as of the last day of the then most recently ended Test Period.
SECTION 6.02.
Liens. The Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property
or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in
respect of any thereof, except:
(a) (i) Permitted
Encumbrances and (ii) Liens created under the Loan Documents;
(b) any
Lien on any asset of the Company or any Subsidiary existing on the Restatement Effective Date and set forth on Schedule 6.02; provided
that (i) such Lien shall not apply to any other asset of the Company or any Subsidiary and (ii) such Lien shall secure only
those obligations which it secures on the Restatement Effective Date and extensions, renewals and replacements thereof that do not increase
the outstanding principal amount thereof, except by an amount equal to any premium or other amount paid, and fees and expenses incurred,
in connection therewith;
(c) any
Lien existing on any asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any asset of any Person that
becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged, consolidated or amalgamated with or into the Company
or a Subsidiary in a transaction permitted hereunder) after the Restatement Effective Date prior to the time such Person becomes a Subsidiary
(or is so merged, consolidated or amalgamated); provided that (i) such Lien is not created in contemplation of or in connection
with such acquisition or such Person becoming a Subsidiary (or such merger, consolidation or amalgamation), as the case may be, (ii) such
Lien shall not apply to any other assets of the Company or any Subsidiary and (iii) such Lien shall secure only those obligations
which it secures on the date of such acquisition or the date such Person becomes a Subsidiary (or such merger, consolidation or amalgamation),
as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof,
except by an amount equal to any premium or other amount paid, and fees and expenses incurred, in connection therewith;
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(d) Liens
on fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary; provided that (i) such Liens
secure only Indebtedness incurred to finance the acquisition, construction or improvement of such fixed or capital assets, including
any Capital Lease Obligations or other Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien
on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase
the outstanding principal amount thereof, except by an amount equal to any premium or other amount paid, and fees and expenses incurred,
in connection therewith, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 180 days after
such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100%
of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not apply to any other
assets of the Company or any Subsidiary;
(e) Liens
on accounts receivable (and related assets) and the Proceeds thereof existing or deemed to exist in connection with (i) any Factoring
Arrangement, solely to the extent arising as a result of a recharacterization of a sale of accounts receivable thereunder, or (ii) any
Securitization permitted pursuant to Section 6.01;
(f) Liens
on assets of any Foreign Subsidiary (other than any Borrower) securing Indebtedness of any Foreign Subsidiary permitted by Section 6.01;
(g) Liens
on the net cash proceeds of any Acquisition Indebtedness held in escrow by a third party escrow agent prior to the release thereof from
escrow; and
(h) other
Liens securing Indebtedness or other obligations; provided that at the time of and after giving effect to the incurrence
of such Indebtedness or obligations, the sum, without duplication, of (i) the aggregate outstanding principal amount of Indebtedness
or other obligations secured by Liens in reliance on this clause (h) and (ii) the aggregate principal amount of Indebtedness
outstanding in reliance on Section 6.01(h) does not exceed 5% of Consolidated Tangible Assets as of the last day of the then
most recently ended Test Period.
SECTION 6.03.
Fundamental Changes. The Company will not, and will not permit any Subsidiary to, merge into or consolidate or amalgamate with
any other Person, or permit any other Person to merge into or consolidate or amalgamate with it, or liquidate or dissolve, except that,
if at the time thereof and immediately after giving effect thereto, no Default shall have occurred and be continuing, (a) any Subsidiary
or other Person may merge, consolidate or amalgamate with the Company in a transaction in which the Company is the surviving or continuing
corporation, (b) any Subsidiary may merge, consolidate or amalgamate with any Subsidiary in a transaction in which the surviving
or continuing entity is a Subsidiary (and if any party to such merger is a Borrower, the surviving or continuing entity is a Borrower),
(c) any Acquisition may be accomplished by a merger, consolidation or amalgamation of one or more Subsidiaries in a transaction
in which the surviving or continuing entity is a Subsidiary (and if any party to such merger, consolidation or amalgamation is a Borrower,
the surviving or continuing entity is a Borrower), (d) any Disposition may be accomplished by a merger, consolidation or amalgamation
of one or more Subsidiaries in a transaction in which the surviving or continuing entity is not a Subsidiary (so long as no Borrowing
Subsidiary is a party to such merger, consolidation or amalgamation) and (e) any Subsidiary (other than a Borrower) may liquidate
or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and
is not materially disadvantageous to the Lenders.
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SECTION 6.04.
Asset Sales. The Company will not, and will not permit any of the Subsidiaries to, sell, transfer, lease or otherwise dispose
of (in one transaction or in a series of transactions) all or substantially all of the assets of the Company and the Subsidiaries, taken
as a whole, to any Person.
SECTION 6.05.
Leverage Ratio. The Company will not permit the Leverage Ratio as of the last day of any Test Period to exceed 4.25 to 1.00; provided
that upon the consummation of any Material Acquisition that involves payment of cash consideration of at least US$500,000,000 and the
written election of the Company to the Administrative Agent (which shall deliver a copy to the Lenders), the maximum permitted Leverage
Ratio set forth above shall increase to 4.75 to 1.00, with respect to the last day of the fiscal quarter of the Company during which
such Material Acquisition is consummated and the last day of the first, second and third full fiscal quarters of the Company ending after
the date of the consummation of such Material Acquisition; provided, however, that the Company shall not be permitted to
make such an election if the Company has theretofore made such an election unless the Leverage Ratio as of the last day of at least two
consecutive full fiscal quarters of the Company ended since the date of such prior election did not exceed 4.25 to 1.00.
ARTICLE VII
Events
of Default
If
any of the following events (each, an “Event of Default”) shall occur:
(a) any
Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the
same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;
(b) any
Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of
this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure
shall continue unremedied for a period of three Business Days;
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(c) any
representation or warranty made or deemed made by or on behalf of the Company or any Subsidiary in or in connection with any Loan Document
or any amendment or modification thereof or waiver thereunder, or any certificate furnished pursuant to or in connection with any Loan
Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when
made or deemed made;
(d) the
Company or any Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02, 5.03 (with
respect to the existence of any Borrower) or 5.08 or in Article VI;
(e) any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified
in clause (a), (b) or (d) of this Article), and such failure shall continue unremedied for a period of 30 days after
notice thereof from the Administrative Agent to the Company (which notice will be given at the request of any Lender);
(f) the
Company or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect
of any Material Indebtedness, when and as the same shall become due and payable prior to the expiration of any grace period applicable
to such payment;
(g) any
event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that results in any
Material Indebtedness being required to be prepaid, repurchased, redeemed or defeased, in each case, prior to its scheduled maturity
(or, in the case of any Securitization or Hedging Agreement, that results in the termination thereof prior to its scheduled termination);
provided that this clause (g) shall not apply to (i) secured Indebtedness that becomes due as a result of the voluntary
sale or transfer of, or a casualty or condemnation event with respect to, the property or assets securing such Indebtedness, (ii) any
Indebtedness that becomes due as a result of a voluntary prepayment, repurchase or redemption thereof or, in the case of a Hedging Agreement,
any voluntary termination thereof, (iii) any prepayment, repurchase, redemption or defeasance of any Acquisition Indebtedness if
the related Acquisition is not consummated, (iv) customary debt, equity and asset sale proceeds prepayment requirements contained
in any bridge or other interim credit facility and (v) any Indebtedness of any Person assumed in connection with an Acquisition
to the extent that such Indebtedness is repaid, repurchased or redeemed (or offered to be repaid, repurchased or redeemed) as required
by the terms thereof in connection with such Acquisition;
(h) an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, bankruptcy, reorganization
or other relief in respect of any Borrower or any Significant Subsidiary or its debts, or of a substantial part of its assets, under
any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment
of a receiver, trustee, administrator, custodian, sequestrator, conservator or similar official for any Borrower or any Significant Subsidiary
or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days
or an order or decree approving or ordering any of the foregoing shall be entered;
(i) any
Borrower or any Significant Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation (other
than any liquidation permitted under Section 6.03(e)), reorganization or other relief under any Federal, state or foreign bankruptcy,
insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a
timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or
consent to the appointment of a receiver, trustee, administrator, custodian, sequestrator, conservator or similar official for any Borrower
or any Significant Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of
a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take
any corporate action for the purpose of effecting any of the foregoing;
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(j) any
Borrower or any Significant Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they
become due;
(k) one
or more judgments for the payment of money in an aggregate amount in excess of US$250,000,000 which is not paid or fully covered by insurance
shall be rendered against any Borrower, any Significant Subsidiary or any combination thereof and the same shall remain undischarged
for a period of 30 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 any Borrower or any Significant Subsidiary to enforce any such judgment;
(l)
an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other
ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect;
(m) any
Guarantee under any Loan Document shall cease to be, or shall be asserted by any Loan Party not to be, a valid, binding and enforceable
obligation of the Company or the applicable Loan Party; or
(n) a
Change in Control shall occur;
then,
and in every such event (other than an event with respect to any Borrower described in clause (h) or (i) of this Article),
and at any time thereafter during the continuance of such event, the Administrative Agent may, with the consent of the Required Lenders,
and at the request of the Required Lenders shall, by notice to the Company, take any or all of the following actions, at the same or
different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (ii) declare
the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable
may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together
with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder or under any of the other Loan Documents,
shall become due and payable immediately and (iii) require the deposit of cash collateral in respect of LC Exposure as provided
in Section 2.05(i), in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived
by the Borrowers; and in case of any event with respect to any Borrower described in clause (h) or (i) of this Article,
the Commitments shall immediately and automatically terminate, the principal of the Loans then outstanding, together with accrued interest
thereon and all fees and other obligations of the Borrowers accrued hereunder or under any of the other Loan Documents, shall immediately
and automatically become due and payable and the deposit of such cash collateral in respect of LC Exposure shall immediately and automatically
become due, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers.
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ARTICLE VIII
The
Administrative Agent
SECTION 8.01. Authorization
and Action. (a) Each of the Lenders and the Issuing Banks hereby irrevocably appoints the entity named as Administrative Agent
in the heading of this Agreement and its successors to serve as administrative agent under the Loan Documents, and authorizes the
Administrative Agent to take such actions and to exercise such powers as are delegated to the Administrative Agent by the terms of
the Loan Documents, together with such actions and powers as are reasonably incidental thereto.
(b) The
Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender or an Issuing
Bank as any other Lender or Issuing Bank and may exercise the same as though it were not the Administrative Agent, and such Person and
its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally
engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative
Agent hereunder and without any duty to account therefor to the Lenders or the Issuing Banks.
(c) The
Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents, and its duties
hereunder and under the other Loan Documents shall be administrative in nature. The motivations of the Administrative Agent are commercial
in nature and not to invest in the general performance or operations of the Company and its Subsidiaries. Without limiting the generality
of the foregoing, (i) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether
a Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” herein or in any
other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter
of market custom and is intended to create or reflect only an administrative relationship between contracting parties), (ii) the
Administrative Agent shall not have any duty to take any discretionary action or to exercise any discretionary power, except discretionary
rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing
by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall
believe in good faith to be necessary, under the circumstances as provided in the Loan Documents), provided that the Administrative
Agent shall not be required to take any action that, in its opinion, could expose the Administrative Agent to liability or be contrary
to any Loan Document or applicable law, and (iii) except as expressly set forth in the Loan Documents, the Administrative Agent
shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Company, any Subsidiary
or any other Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any
of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent
or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative
Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents) or in the absence of its
own gross negligence or willful misconduct (such absence to be presumed unless otherwise determined by a court of competent jurisdiction
by a final and non-appealable judgment).
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(d) The
Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof (stating that it is
a “Notice of Default”) is given to the Administrative Agent by the Company, a Lender or an Issuing Bank, and the Administrative
Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made
in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder
or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions
set forth in any Loan Document or the occurrence of any Default, (iv) the sufficiency, validity, enforceability, effectiveness or
genuineness of any Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth
in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items (which on their face purport to be such
items) expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters
described therein being acceptable or satisfactory to the Administrative Agent. In determining compliance with any condition hereunder
to the making of a Loan, or the issuance, amendment or extension of a Letter of Credit, that by its terms must be fulfilled to the satisfaction
of a Lender or an Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or Issuing Bank
unless the Administrative Agent shall have received notice to the contrary from such Lender or Issuing Bank sufficiently in advance to
the making of such Loan or the issuance, amendment or extension of such Letter of Credit. The Administrative Agent shall be deemed to
have no knowledge of any Lender being a Restricted Lender unless and until the Administrative Agent shall have received the written notice
from such Lender referred to in Section 1.08, and then only to as and to the extent specified in such notice, and any determination
of whether the Required Lenders or any other requisite Lenders shall have provided any consent or direction in connection with this Agreement
or any other Loan Document shall not be affected by any subsequent delivery to the Administrative Agent of any such written notice. Notwithstanding
anything herein to the contrary, the Administrative Agent shall not have any liability arising from (A) any confirmation of the
Revolving Credit Exposure or the component amounts thereof, (B) any determination made by it under Section 1.05, (C) the
form or substance of any Guarantee executed by any Domestic Subsidiary as contemplated by Section 6.01(d), (D) any determination
that any Lender is a Defaulting Lender, or the effective date of such status, it being further understood and agreed that the Administrative
Agent shall not have any obligation to determine whether any Lender is a Defaulting Lender or (E) any determination made by the
Administrative Agent of the Foreign Currency Overnight Rate, the Central Bank Rate or the Central Bank Rate Adjustment.
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(e) The
Administrative Agent shall be entitled to rely, and shall not incur any liability for relying, upon any notice, request, certificate,
consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting
or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person (whether
or not such Person in fact meets the requirements set forth in the Loan Documents for being the signatory, sender or authenticator thereof).
The Administrative Agent also shall be entitled to rely, and shall not incur any liability for relying, upon any statement made to it
orally or by telephone and believed by it to be made by the proper Person (whether or not such Person in fact meets the requirements
set forth in the Loan Documents for being the signatory, sender or authenticator thereof), and may act upon any such statement prior
to receipt of written confirmation thereof. The Administrative Agent may consult with legal counsel (who may be counsel for any Borrower),
independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance
with the advice of any such counsel, accountants or experts.
(f) The
Administrative Agent may perform any of and all its duties and exercise its rights and powers hereunder or under any other Loan Document
by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform
any of and all their duties and exercise their rights and powers through their respective Related Parties, including through its Toronto
or London branches as applicable. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication
of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible
for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final
and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.
(g) In
case of the pendency of any proceeding with respect to any Loan Party under any Federal, state or foreign bankruptcy, insolvency, receivership
or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan or any LC Disbursement
shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent
shall have made any demand on any Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or
otherwise:
(i) to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Exposure and all
other obligations under the Loan Documents that are owing and unpaid and to file such other documents as may be necessary or advisable
in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim under Sections 2.12,
2.13, 2.15, 2.16, 2.17, 2.20 and 11.03) allowed in such judicial proceeding; and
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(ii) to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;
and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized
by each Lender and each Issuing Bank to make such payments to the Administrative Agent and, in the event that the Administrative Agent
shall consent to the making of such payments directly to the Lenders or the Issuing Banks, to pay to the Administrative Agent any amount
due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 11.03). Nothing contained
herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or
any Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the obligations or the rights of any Lender
or Issuing Bank, or to vote in respect of the claim of any Lender or Issuing Bank in any such proceeding.
SECTION 8.02. Posting
of Communications; Approved Borrower Portal. (a) The Borrowers agree that the Administrative Agent may, but shall not be
obligated to, make any Communications available to the Lenders and the Issuing Banks by posting the Communications on an Approved
Electronic Platform. The Administrative Agent, the Lenders and the Issuing Banks agree that the Borrowers may, but shall not be
obligated to, make any Borrower Communications to the Administrative Agent through an Approved Borrower Portal.
(b) Although
each of the Approved Electronic Platform and the Approved Borrower Portal and its primary web portal are secured with generally-applicable
security procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Restatement
Effective Date, a user ID/password authorization system) and the Approved Electronic Platform is secured through a per-deal authorization
method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders, the Issuing Banks
and the Borrowers acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure, that
the Administrative Agent is not responsible for approving or vetting the representatives or contacts of any Lender or any Issuing Bank
that are added to the Approved Electronic Platform, and that there may be confidentiality and other risks associated with such distribution.
Each of the Lenders, the Issuing Banks and the Borrowers hereby approves distribution of the Communications through the Approved Electronic
Platform and understands and assumes the risks of such distribution.
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(c) EACH
OF THE APPROVED ELECTRONIC PLATFORM, THE APPROVED BORROWER PORTAL, THE COMMUNICATIONS AND THE BORROWER COMMUNICATIONS ARE PROVIDED “AS
IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE
COMMUNICATIONS OR THE BORROWER COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC PLATFORM OR THE APPROVED BORROWER PORTAL
AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM, THE APPROVED BORROWER PORTAL, THE COMMUNICATIONS
OR THE BORROWER COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE
BY THE APPLICABLE PARTIES IN CONNECTION WITH THE APPROVED BORROWER PORTAL, THE BORROWER COMMUNICATIONS, THE COMMUNICATIONS OR THE APPROVED
ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, THE ARRANGERS OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY,
THE “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY ISSUING BANK OR ANY OTHER PERSON FOR
DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER
IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS
THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM OR ANY BORROWER’S TRANSMISSION OF BORROWER COMMUNICATIONS THROUGH
THE INTERNET OR THE APPROVED BORROWER PORTAL.
(d) Each
Lender and each Issuing Bank agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted
to the Approved Electronic Platform shall constitute effective delivery of the Communications to such Lender or Issuing Bank for purposes
of the Loan Documents. Each Lender and Issuing Bank agrees (i) to notify the Administrative Agent in writing (which could be in
the form of electronic communication) from time to time of such Lender’s or Issuing Bank’s (as applicable) email address
to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email
address.
(e) Each
of the Lenders, the Issuing Banks and the Borrowers agrees that the Administrative Agent may, but (except as may be required by applicable
law) shall not be obligated to, store the Communications on the Approved Electronic Platform in accordance with the Administrative Agent’s
generally applicable document retention procedures and policies.
(f) Nothing
herein shall prejudice the right of the Administrative Agent, any Lender or any Issuing Bank to give any notice or other communication
pursuant to any Loan Document in any other manner specified in such Loan Document.
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SECTION 8.03.
Successor Administrative Agent. Subject to the provisions of this paragraph, the Administrative Agent may resign at any time by
notifying the Lenders, the Issuing Banks and the Company. Upon any such resignation, the Required Lenders shall have the right to appoint
a successor, subject (except during the existence of an Event of Default) to the approval of the Company (not to be unreasonably withheld
or delayed). If no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the
Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or
an Affiliate of any such bank, subject (except during the existence of an Event of Default) to the approval of the Company (not to be
unreasonably withheld or delayed). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations hereunder. Notwithstanding the foregoing, if the Administrative
Agent shall notify the Company and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless
become effective in accordance with such notice and (x) the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents and (y) the Required Lenders shall succeed to and become vested with all
the rights, powers, privileges and duties of the removed Administrative Agent, provided that (i) all payments required to
be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative
Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or
made to the Administrative Agent shall also directly be given or made to each Lender and each Issuing Bank. The fees payable by the Company
to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company
and such successor. After an Administrative Agent’s resignation hereunder, the provisions of this Article and Section 11.03
shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.
SECTION 8.04. Acknowledgements
of Lenders and Issuing Banks. (a) Each Lender and Issuing Bank represents and warrants that (i) the Loan Documents set
forth the terms of a commercial lending facility, (ii) in participating as a Lender, it is engaged in making, acquiring or
holding commercial loans and in providing other facilities set forth herein as may be applicable to such Lender or Issuing Bank, in
each case in the ordinary course of business, and not for the purpose of investing in the general performance or operations of the
Company and its Subsidiaries, or for the purpose of purchasing, acquiring or holding any other type of financial instrument such as
a security (and each Lender and Issuing Bank agrees not to assert a claim in contravention of the foregoing, such as a claim under
the federal or state securities law), (iii) it has, independently and without reliance upon the Administrative Agent, the
Syndication Agent, any Documentation Agent, any Arranger or any other Lender or Issuing Bank, or any of the Related Parties of any
of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement as a Lender or Issuing Bank, and to make, acquire or hold Loans or other credit extensions
hereunder and (iv) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide
other facilities set forth herein, as may be applicable to such Lender or Issuing Bank, and either it, or the Person exercising
discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is
experienced in making, acquiring or holding such commercial loans or providing such other facilities.
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(b) Each
Lender, by becoming a party to this Agreement, including by delivering its signature page to an Assignment and Assumption or an
Accession Agreement pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented
to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative
Agent or the Lenders on the Restatement Effective Date.
(c) (i)
Each Lender and Issuing Bank hereby agrees that (x) if the Administrative Agent notifies such Lender or Issuing Bank that the
Administrative Agent has determined in its sole discretion that any funds received by such Lender or Issuing Bank from the
Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or
otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender or such
Issuing Bank (whether or not known to such Lender or Issuing Bank), and demands the return of such Payment (or a portion thereof),
such Lender or Issuing Bank, as the case may be, shall promptly, but in no event later than one Business Day thereafter (or such
later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrative Agent the
amount of any such Payment (or portion thereof) as to which such a demand was made in same-day funds, together with interest thereon
(except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Payment
(or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the Overnight Rate
and (y) to the extent permitted by applicable law, such Lender or Issuing Bank shall not assert, and hereby waives, as to the
Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or
counterclaim by the Administrative Agent for the return of any Payments received, including without limitation any defense based on
“discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender or Issuing Bank under
this Section 8.04(c) shall be conclusive, absent manifest error.
(ii) Each
Lender and Issuing Bank hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that
is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or
any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied
by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender
and Issuing Bank agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in
error, such Lender or Issuing Bank, as the case may be, shall promptly notify the Administrative Agent of such occurrence and, upon demand
from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter (or such later date as the Administrative
Agent may, in its sole discretion, specify in writing), return to the Administrative Agent the amount of any such Payment (or portion
thereof) as to which such a demand was made in same-day funds, together with interest thereon (except to the extent waived in writing
by the Administrative Agent) in respect of each day from and including the date such Payment (or portion thereof) was received by such
Lender or Issuing Bank to the date such amount is repaid to the Administrative Agent at the Overnight Rate.
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(iii) Each
of the Borrowers hereby agrees (and each other Loan Party, by its execution of any Loan Document, shall be deemed to have agreed) that
(x) in the event an erroneous Payment (or portion thereof) is not recovered from any Lender or Issuing Bank that has received such
Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender or Issuing
Bank, as the case may be, with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise
satisfy any obligations owed by any Borrower or any other Loan Party, except, in the case of clause (y), to the extent such erroneous
Payment is, and solely with respect to the amount of such erroneous Payment that is, comprised of funds received by the Administrative
Agent from the Company or any other Loan Party for the purposes of satisfying an Obligation in accordance with the terms of this Agreement.
(iv) Each
party’s obligations under this Section 8.04(c) shall survive the resignation or replacement of the Administrative Agent
or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction
or discharge of all obligations under the Loan Documents.
(d)
Each Lender and each Issuing Bank acknowledges that there may be a constant flow of information (including information which may be
subject to confidentiality obligations in favor of the Company and its Subsidiaries) between the Company and its Affiliates, on the
one hand, and JPMorgan and its Affiliates, on the other hand. Without limiting the foregoing, the Company and its Affiliates may
provide information, including updates to previously provided information to JPMorgan and its Affiliates acting in different
capacities, including as Lender, lead bank, arranger or potential securities investor, independent of the role of JPMorgan as
administrative agent hereunder. Each Lender and each Issuing Bank acknowledges that neither JPMorgan nor its Affiliates shall be
under any obligation to provide any of the foregoing information to them. Notwithstanding anything to the contrary set forth herein
or in any other Loan Document, except for notices, reports and other documents expressly required to be furnished to the Lenders and
the Issuing Banks by the Administrative Agent herein or in any other Loan Document, the Administrative Agent shall not have any duty
or responsibility to provide, and shall not be liable for the failure to provide, any Lender or Issuing Bank with any credit or
other information concerning the Loans, the Lenders, the Issuing Banks, the business, prospects, operations, property, financial and
other condition or creditworthiness of the Company or any of its Affiliates that is communicated to, obtained by, or in the
possession of, the Administrative Agent or any of its Affiliates in any capacity, including any information obtained by the
Administrative Agent in the course of communications among the Administrative Agent and the Company, any of its Affiliates or any
other Person. Notwithstanding the foregoing, any such information may (but shall not be required to) be shared by the Administrative
Agent with one or more Lenders, Issuing Banks or any formal or informal committee or ad hoc group of such Lenders or Issuing
Banks, including at the direction of the Company.
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SECTION 8.05.
Certain ERISA Matters. Each Lender (x) represents and warrants, as of the date
such Person became a Lender party hereto, to, and (y) covenants, from the date such
Person became a Lender party hereto to the date such Person ceases being a Lender party hereto,
for the benefit of, the Administrative Agent and the Arrangers and not, for the avoidance
of doubt, to or for the benefit of the Company or any other Loan Party, that at least one
of the following is and will be true:
(i) such
Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit
Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters
of Credit, the Commitments or this Agreement,
(ii) the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent
qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts),
PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption
for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined
by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and
performance of the Loans, the Letters of Credit, the Commitments and this Agreement,
(iii) (A) such
Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE
84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate
in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements
of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements
of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in,
administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or
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(iv) such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent and the Arrangers in their sole
discretion, and such Lender.
In
addition, unless either (1) the immediately preceding clause (i) is true with respect to a Lender or (2) a Lender has
provided another representation, warranty and covenant in accordance with the immediately preceding clause (a), such Lender further (x) represents
and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a
Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and the
Arrangers, and not, for the avoidance of doubt, to or for the benefit of the Company or any other Loan Party, that the Administrative
Agent and the Arrangers are not fiduciaries with respect to the assets of such Lender involved in such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including
in connection with the reservation or exercise of any rights by the Administrative Agent or the Arrangers under this Agreement, any Loan
Document or any documents related hereto or thereto).
SECTION 8.06. Miscellaneous.
(a) Notwithstanding anything herein to the contrary, neither any Arranger, the Syndication Agent nor any Person named on the cover
page of this Agreement as a Documentation Agent shall have any duties or obligations under this Agreement or any other Loan
Document (except in its capacity, as applicable, as a Lender or an Issuing Bank), but all such Persons shall have the benefit of the
indemnities and exculpatory provisions provided for hereunder and under the other Loan Documents.
(b) The
provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and, except
for the Company’s rights under Section 8.03, none of the Borrowers or other Loan Parties shall have any rights as a third
party beneficiary of any such provisions.
ARTICLE IX
Collection
Allocation Mechanism
On
the CAM Exchange Date, (a) the Commitments shall automatically and without further act be terminated as provided in Article VII,
(b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held
by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations
resulting therefrom) and (c) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases
of interests in the Designated Obligations such that, in lieu of the interests of each Lender in the particular Designated Obligations
that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s
CAM Percentage in each Designated Obligation. Each Lender, each Person acquiring a participation from any Lender as contemplated by Section 11.04
and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower and each Lender agrees from time to time to execute and
deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably
request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and
each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery
of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender
to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange.
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As
a result of the CAM Exchange, on and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan
Document in respect of the Designated Obligations shall be distributed to the Lenders pro rata in accordance with their respective
CAM Percentages (to be redetermined as of each such date of payment or distribution to the extent required by the next paragraph), but
giving effect to assignments after the CAM Exchange Date, it being understood that nothing herein shall be construed to prohibit the
assignment of a proportionate part of all an assigning Lender’s rights and obligations in respect of a single Class of Commitments
or Loans.
In
the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of
an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender
of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in
such LC Disbursement in the amount of such Lender’s Tranche One Percentage or Tranche Two Percentage, as the case may be, of such
LC Disbursement (without giving effect to the CAM Exchange), (b) the Administrative Agent shall redetermine the CAM Percentages
after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall
automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that
each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (c) in the
event distributions shall have been made in accordance with the preceding paragraph, the Lenders shall make such payments to one another
as shall be necessary in order that the amounts received by them shall be equal to the amounts they would have received had each LC Disbursement
been outstanding immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors
and assigns and shall be conclusive absent manifest error.
ARTICLE X
Guarantee
In
order to induce the Lenders and the Issuing Banks to extend credit hereunder, the Company hereby irrevocably and unconditionally guarantees,
as a primary obligor and not merely as a surety, the payment when and as due of the Obligations. The Company further agrees that the
due and punctual payment of such Obligations may be extended or renewed, in whole or in part, without notice to or further assent from
it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any such Obligation.
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The
Company waives presentment to, demand of payment from and protest to any Borrower or other obligor of any of the Obligations, and also
waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Company hereunder shall not
be affected by (a) the failure of the Administrative Agent, any Issuing Bank or any Lender to assert any claim or demand or to enforce
any right or remedy against any Loan Party under the provisions of this Agreement, any other Loan Document or otherwise, (b) any
extension or renewal of any of the Obligations, (c) any rescission, waiver, amendment or modification of, or release from, any of
the terms or provisions of this Agreement, or any other Loan Document or agreement, (d) any default, failure or delay, willful or
otherwise, in the performance of any of the Obligations, (e) any decree or order, or any law or regulation of any jurisdiction or
event affecting any term of an Obligation or (f) any other act, omission or delay to do any other act which may or might in any
manner or to any extent vary the risk of the Company or otherwise operate as a discharge of a guarantor as a matter of law or equity
or which would impair or eliminate any right of the Company to subrogation or any other circumstance that might constitute a defense
of the Company or any other Borrower or obligor, and any defense arising from the foregoing is hereby waived.
The
Company further agrees that its agreement hereunder constitutes a guarantee of payment when due (whether or not any bankruptcy or similar
proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of
collection, and waives any right to require that any resort be had by the Administrative Agent, any Issuing Bank or any Lender to any
balance of any deposit account or credit on the books of the Administrative Agent or any Lender in favor of any Borrower or any other
Person.
The
obligations of the Company hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other
than the indefeasible payment in full of all the Obligations), and any defense or set-off, counterclaim, recoupment or termination whatsoever,
by reason of the invalidity, illegality or unenforceability of any of the Obligations, any impossibility in the performance of any of
the Obligations or otherwise (other than for the indefeasible payment in full of all the Obligations) is hereby waived.
The
Company further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by the Administrative Agent, any Issuing
Bank or any Lender upon the bankruptcy or reorganization of any Borrower or other obligor or otherwise.
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In
furtherance of the foregoing, and not in limitation of any other right, the Administrative Agent or any Lender may have at law or in
equity against the Company by virtue hereof, upon the failure of any other Borrower or other obligor to pay any Obligation when and as
the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Company hereby promises
to and will, upon receipt of written demand by the Administrative Agent, any Issuing Bank or any Lender, forthwith pay, or cause to be
paid, to the Administrative Agent or Lender in cash an amount equal to the unpaid principal amount of such Obligation then due, together
with accrued and unpaid interest thereon. The Company further agrees that if payment in respect of any Obligation shall be due in a currency
other than US Dollars and/or at a place of payment other than New York and if, by reason of any Change in Law, disruption of currency
or foreign exchange markets, war or civil disturbance or other event, payment of such Obligation in such currency or at such place of
payment shall be impossible or, in the reasonable judgment of the Administrative Agent, any Issuing Bank or any Lender, not consistent
with the protection of its rights or interests, then, at the election of the Administrative Agent, the Company shall make payment of
such Obligation in US Dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in New York, and shall
indemnify the Administrative Agent and each Lender against any losses or reasonable out-of-pocket expenses that it shall sustain as a
result of such alternative payment.
Upon payment by the Company
of any sums as provided above, all rights of the Company against any Borrower or other obligor arising as a result thereof by way of
right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment
in full of all the Obligations owed by such Borrower or other obligor to the Administrative Agent, the Issuing Bank and the Lenders.
ARTICLE XI
Miscellaneous
SECTION 11.01. Notices.
(a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph
(c) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by email, as follows:
(i) if
to the Company, to it at 1 West First Avenue, Conshohocken, PA 19428, Attention of Mahaveer Jain, Senior Vice President and Treasurer
(email: mahaveer.jain@cencora.com), with a copy to the Company, Attention Elizabeth S. Campbell, Executive Vice President and Chief Legal
Officer, email: elizabeth.campbell@cencora.com;
(ii) if
to any Borrower (other than the Company), to it in care of the Company as provided in clause (i) above;
(iii) if
to JPMorgan in its capacity as Administrative Agent or as a Swingline Lender from any Borrower, to it at the address separately provided
to the Company;
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(iv) if
to JPMorgan in its capacity as Administrative Agent from any Lender or any Issuing Bank, to it at the address separately provided in
the Administrative Questionnaire;
(v)
if to JPMorgan in its capacity as an Issuing Bank, to:
JPMorgan Chase Bank, N.A.
10420
Highland Manor Dr. 3rd Floor
Tampa, FL 33610
Attention: Standby LC Unit
Tel: 800-364-1969
Fax: 856-294-5267
Email:
GTS.Client.Services@jpmchase.com;
(vi) if
to any other Issuing Bank, Swingline Lender or Lender, to it at its address (or telephone number or email address, as applicable) set
forth in its Administrative Questionnaire.
(b)
Notices and other communications sent by hand or overnight courier service,
or mailed by certified or registered mail, shall be deemed to have been given when received; and notices and other communications delivered
through email or an Approved Electronic Platform to the extent provided in paragraph (c) below shall be effective as provided in
such paragraph.
(c)
Notices and other communications to the Lenders and Issuing Banks hereunder may be, in addition
to email, delivered or furnished by other electronic communications or using an Approved Electronic Platform pursuant to procedures approved
by the Administrative Agent; provided that the foregoing shall not apply to notices under Article II to any Lender or Issuing
Bank if such Lender or Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under
such Article by such electronic communication or using an Approved Electronic Platform. Any notices or other communications to the
Administrative Agent or any Borrower may be, in addition to email, delivered or furnished by other electronic communications (including
an Approved Borrower Portal) pursuant to procedures approved by it; provided that approval of such procedures may be limited or
rescinded by such Person by notice to each other such Person. Unless the Administrative Agent otherwise prescribes, (i) notices
and other communications sent to an email address shall be deemed received upon the sender’s receipt of an acknowledgement from
the intended recipient (such as by the “return receipt requested” function, as available, return email or other written acknowledgement)
and (ii) notices or communications posted to an Approved Electronic Platform shall be deemed received upon the deemed receipt by
the intended recipient, at its email address as described in the foregoing clause (i), of notification that such notice or communication
is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above,
if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication
shall be deemed to have been sent at the opening of business on the next business day for the recipient.
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(d)
Any party hereto may change its address, telephone number
or email for notices and other communications hereunder by notice, in the case of the Administrative Agent or any Borrower, to the other
parties hereto and, in the case of any Lender or Issuing Bank, by notice to the Administrative Agent and the Company.
SECTION 11.02. Waivers;
Amendments. (a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power
hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such
right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further
exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Banks
and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that
they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom
shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver
or consent shall be effective only in the specific instance and for the specific purpose for which given. Without limiting the
generality of the foregoing, the execution and delivery of this Agreement, the making of a Loan or issuance of a Letter of Credit
shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank
may have had notice or knowledge of such Default at the time.
(b) Except
as provided in Section 11.02(c), none of this Agreement, any other Loan Document or any provision hereof or thereof may be waived,
amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Company
and the Required Lenders and acknowledged by the Administrative Agent or, in the case of any other Loan Document, pursuant to an agreement
or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each
case with the consent of the Required Lenders; provided that no such agreement shall (i) increase any Commitment of any Lender,
or change the currency in which Loans are available thereunder, without the written consent of such Lender, (ii) reduce the principal
amount of any Loan or any LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written
consent of each Lender affected thereby, (iii) postpone the scheduled final maturity of any Loan or the required date of reimbursement
of any LC Disbursement, or any scheduled date for the payment of any interest or fees payable hereunder (in each case, other than as
a result of any waiver of any default interest applicable pursuant to Section 2.13(k)), or reduce the amount of, waive or excuse
any such payment, or postpone the scheduled date of expiration of any Commitment (in each case, other than as a result of any waiver
of any default interest applicable pursuant to Section 2.13(k)), without the written consent of each Lender affected thereby, (iv) change
Section 2.05(c) to permit any Letter of Credit to expire after the date specified in such Section without the written
consent of each Lender affected thereby, (v) change Section 2.18(b) or 2.18(c) in a manner that would alter the pro
rata sharing of payments required thereby or change Section 2.09(c) in a manner that would alter the requirement that reduction
of Commitments of any Tranche be ratable, in each case, without the written consent of each Lender, (vi) change any of the provisions
of this Section or the percentage set forth in the definition of “Required Lenders” or any other provision of any Loan
Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder
or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class,
as the case may be), (vii) release the Company from its Guarantee under Article X, or limit the liability of the Company in
respect of such Guarantee, without the written consent of each Lender or (viii) change any provision of any Loan Document in a manner
that by its terms adversely affects the rights in respect of payments or prepayments due to Lenders of any Class differently than
Lenders of any other Class, without the written consent of such number or percentage in interest of Lenders of the adversely affected
Class as would constitute the Required Lenders if such Class of Lenders were the sole Class of Lenders hereunder; provided
further that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent,
any Issuing Bank or any Swingline Lender without the prior written consent of the Administrative Agent, such Issuing Bank or such Swingline
Lender, as the case may be, and (B) any waiver, amendment or modification of this Agreement that by its terms affects the rights
or duties under this Agreement of Lenders of any Class (but not of Lenders of any other Class) may be effected by an agreement or
agreements in writing entered into by the Company and such number or percentage of the Lenders of the affected Class as would constitute
the Required Lenders if such Class of Lenders were the sole Class of Lenders hereunder.
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(c) Notwithstanding
anything to the contrary in paragraph (b) of this Section:
(i)
any provision of this Agreement or any other Loan Document may be amended by an agreement
in writing entered into by the Company and the Administrative Agent to cure any ambiguity, omission, defect or inconsistency so long
as, in each case, the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative
Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required
Lenders stating that the Required Lenders object to such amendment;
(ii) any
provision of this Agreement may be amended by an agreement in writing entered into by the Company, the Required Lenders and the Administrative
Agent (and, if their rights or obligations are affected thereby, the Issuing Banks and the Swingline Lenders) if (1) by the terms
of such agreement the Commitments of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness
of such amendment and (2) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full
of the principal of and interest accrued on each Loan made and all other amounts owing to it or accrued for its account under this Agreement;
(iii) any
amendment of the definition of the term “Applicable Rate” pursuant to the last sentence of such definition shall require
only the written consent of the Company and the Required Lenders;
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(iv) this
Agreement may be amended in a manner provided in Sections 2.05(j), 2.05(k), 2.09(d)(i), 2.09(e), 2.14(b) and 2.23;
(v) this
Agreement and the other Loan Documents may be amended in the manner provided in Section 2.21 and, in connection with any Borrowing
Subsidiary becoming a party hereto, this Agreement (including the Exhibits hereto) may be amended by an agreement in writing entered
into by the Company and the Administrative Agent to provide for such technical modifications as they determine to be necessary or advisable
in connection therewith;
(vi) in
connection with the addition of any new currency as a Designated Currency under any Tranche in accordance with the definition of such
term, this Agreement (including the Exhibits hereto) may be amended by an agreement in writing entered into by the Company and the Administrative
Agent to provide for such technical modifications as they determine to be necessary or advisable in connection therewith;
(vii) the
Administrative Agent and the applicable Issuing Bank may enter into agreements referred to in Section 2.05(j), and the term “LC
Commitment”, as such term is used in reference to such Issuing Bank, may be modified as contemplated by the definition of such
term;
(viii) no
consent with respect to any amendment, waiver or other modification of this Agreement or any other Loan Document shall be required of
any Defaulting Lender, except with respect to any amendment, waiver or other modification referred to in clause (i), (ii) or (iii) of
Section 11.02(b) and then only in the event such Defaulting Lender shall be affected by such amendment, waiver or other modification;
and
(ix) any
amendment, waiver or other modification of this Agreement or any other Loan Document that by its terms affects the rights or duties under
this Agreement or such Loan Document of the Lenders of one Class (but not the Lenders of the other Class) may be effected by an
agreement or agreements in writing entered into by the Company (and, in the case of any other Loan Document, the other Loan Parties party
thereto) and such number or percentage in interest of the affected Class of Lenders as would be required to consent thereto under
this Section 11.02 if such Class of Lenders were the sole Class of Lenders hereunder at that time.
(d) The
Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, waivers or other modifications
on behalf of such Lender. Any amendment, waiver or other modification effected in accordance with this Section 11.02 shall be binding
upon each Person that is at the time thereof a Lender and each Person that subsequently becomes a Lender.
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SECTION 11.03. Expenses;
Limitation of Liability; Indemnity. (a) The Company shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent, the Arrangers and their Affiliates, including the reasonable fees, charges and disbursements of outside
counsel for the Administrative Agent, the Arrangers and their Affiliates, in connection with the structuring, arrangement and
syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any
amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall
be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Banks in connection with the issuance,
amendment or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses
incurred by the Administrative Agent or any Arranger, Issuing Bank or Lender, including the fees, charges and disbursements of
any outside counsel for the Administrative Agent or such Arranger, Issuing Bank or Lender, in connection with the enforcement,
collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in
connection with the Loans made or the Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during
any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.
(b) To
the extent permitted by applicable law (i) each Borrower and any other Loan Party shall not assert, and each Borrower and other
Loan Party hereby waives, any claim against any Lender-Related Person, on any theory of liability, for any Liabilities arising from the
use by others of information or other materials (including any personal data) obtained through telecommunications, electronic or other
information transmission systems (including the Internet), and (ii) no party hereto shall assert, and each such party hereby waives,
any Liabilities against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document,
or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds
thereof; provided that, nothing in this Section 11.03(b) shall relieve any Borrower and any Loan Party of any obligation
it may have to indemnify an Indemnitee, as provided in Section 11.03(c) or elsewhere in the Loan Documents, against any
special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party.
(c) The
Company shall indemnify each Lender-Related Person (each such Person being called an “Indemnitee”) against, and hold
each Indemnitee harmless from, any and all Liabilities and related expenses, including the reasonable fees, charges and disbursements
of any outside counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a
result of (i) the structuring, arrangement and syndication of the credit facilities provided for herein, (ii) the execution
or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan
Documents of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated
hereby or thereby, (iii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing
Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly
comply with the terms of such Letter of Credit), (iv) any Environmental Liability related in any way to the Company or any of the
Subsidiaries or (v) any actual or prospective Proceeding relating to any of the foregoing, whether based on contract, tort or any
other theory and regardless of whether initiated by any Indemnitee, the Company, any other Borrower, any other party hereto or a third
party or whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available
to the extent that such Liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (B) the breach by such
Indemnitee in bad faith of its obligations under the Loan Documents.
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(d) To
the extent that the Company fails to pay any amount required to be paid by it to the Administrative Agent (or any sub-agent thereof)
or any Issuing Bank or Swingline Lender, or any Related Party of any of the foregoing, under paragraph (a) or (c) of this
Section, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank or Swingline Lender,
or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or Liability or related
expense, as the case may be, was incurred by or asserted against the Administrative Agent (or such sub-agent), such Issuing Bank or such
Swingline Lender in its capacity or in fulfilling its role as such, or against any Related Party of any of the foregoing acting for the
Administrative Agent (or any such sub-agent), an Issuing Bank or any Swingline Lender in connection with such capacity. For purposes
of this paragraph, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate
Revolving Credit Exposures (provided that, for purposes of this definition, the Revolving Credit Exposure of any Lender that is
a Swingline Lender shall be deemed to exclude any amount of its Tranche One Swingline Exposure in excess of its Tranche One Percentage
of all outstanding Tranche One Swingline Loans and any amount of its Tranche Two Swingline Exposure in excess of its Tranche Two Percentage
of all outstanding Tranche Two Swingline Loans, and the unused Commitments of such Lender shall be determined without regard to any such
excess amounts) and unused Commitments at the time (or most recently outstanding and in effect).
(e)
All amounts due under this Section shall be payable promptly after written demand therefor.
SECTION 11.04. Successors
and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby (including any Affiliate or branch of any Issuing Bank that issues any Letter of
Credit), except that (i) the Borrowers may not assign or otherwise transfer any of their rights or obligations hereunder
without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent
shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in
accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other
than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate or branch of any Issuing
Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (f) of this Section), the Arrangers,
the Syndication Agent, the Documentation Agents and, to the extent expressly contemplated hereby, the sub-agents of the
Administrative Agent and the Related Parties of any of the Administrative Agent, the Arrangers, the Syndication Agent, the
Documentation Agents, any Issuing Bank and any Lender) any legal or equitable right, remedy or claim under or by reason of this
Agreement.
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(b) (i)
Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees all or
a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments under any Tranche and
the Loans and other amounts at the time owing to it under any Tranche) with the prior written consent (such consent not to be
unreasonably withheld or delayed) of:
(A) the
Company; provided that (x) no consent of the Company shall be required for an assignment to a Lender, an Affiliate of a Lender,
an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee, and (y) the Company shall
be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within
five Business Days after having received written notice thereof;
(B) the Administrative
Agent;
(C) each
Issuing Bank; provided that no consent of an Issuing Bank shall be required if (x) an Event of Default occurs with respect
to the Company under clause (h) or (i) of Article VII and such Issuing Bank has no outstanding Letters of Credit
at the time of the applicable assignment; and
(D) each
Swingline Lender that shall have agreed to make Swingline Loans under the applicable Tranche; provided that no consent of a Swingline
Lender shall be required if (x) an Event of Default occurs with respect to the Company under clause (h) or (i) of
Article VII and such Swingline Lender has no outstanding Swingline Loans at the time of the applicable assignment.
(ii) Assignments
shall be subject to the following additional conditions:
(A) except
in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of any Commitment
of the assigning Lender, the amount of each Commitment of the assigning Lender subject to each such assignment (determined as of the
date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than US$5,000,000
unless each of the Company and the Administrative Agent shall otherwise consent; provided that (x) no such consent of the
Company shall be required if an Event of Default has occurred and is continuing and (y) the Company shall be deemed to have consented
to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having
received written notice thereof;
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(B) each partial
assignment of a Commitment and extensions of credit under a Tranche shall be made as an assignment of a proportionate part of all the
assigning Lender’s rights and obligations under such Tranche;
(C) the parties
to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (or an agreement incorporating
by reference a form of Assignment and Assumption posted on the Approved Electronic Platform), together with a processing and recordation
fee of US$3,500; and
(D) the assignee,
if it shall not be a Lender, shall deliver to the Administrative Agent any tax forms required by Section 2.17 and an Administrative
Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain
MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable
laws, including Federal, State and foreign securities laws.
(c) Subject
to acceptance and recording thereof pursuant to paragraph (e) of this Section, from and after the effective date specified
in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall,
to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and,
in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement,
such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17, 2.20
and 11.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall
be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with
paragraph (f) of this Section.
(d) The
Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at one of its offices in The
City of New York a copy of each Assignment and Assumption delivered to it and records of the names and addresses of the Lenders,
and the Commitments of, and principal amounts (and stated interest) owing to, each Lender pursuant to the terms hereof from time to time
(the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrative
Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof
as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for
inspection by any Borrower, Issuing Bank and Lender at any reasonable time and from time to time upon reasonable prior notice.
(e) Upon
its receipt of a duly completed Assignment and Assumption (or an agreement incorporating by reference a form of Assignment and Assumption
posted on the Approved Electronic Platform) executed by an assigning Lender and an assignee, the assignee’s completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative
Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be
effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.
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(f) Any
Lender may, without notice to or the consent of the Company, the Administrative Agent, the Issuing Banks or any other Lender, sell participations
to one or more Eligible Assignees (each a “Participant”) in all or a portion of such Lender’s rights and/or
obligations under this Agreement (including all or a portion of its Commitments and its Loans and other extensions of credit hereunder);
provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative
Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver
of any provision of the Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without
the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 11.02(b) that
affects such Participant. Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16, 2.17
and 2.20 (subject to the requirements and limitations therein, including the requirements under Section 2.17(f) (it being understood
that the documentation required under Section 2.17(f) shall be delivered to the participating Lender)) to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided
that such Participant (A) agrees to be subject to the provisions of Sections 2.18 and 2.19 as if it were an assignee under
paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.15, 2.17
or 2.20, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such
entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.
Each Lender that sells a participation agrees, at the Company’s request and expense, to use reasonable efforts to cooperate with
the Company to effectuate the provisions of Section 2.19(b) with respect to any Participant. To the extent permitted by law,
each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided that such Participant
agrees to be subject to Section 2.18(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely
for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant
and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan
Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or
any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s
interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent
that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form
under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive
absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such
participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative
Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
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(g) Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations
of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other central bank, and this Section shall
not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest
shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
SECTION 11.05. Survival.
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied
upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and the
issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding
that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation
or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or
any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter
of Credit is outstanding and so long as the Commitments have not expired or terminated. Notwithstanding the foregoing or anything else
to the contrary set forth in this Agreement or any other Loan Document, in the event that an Issuing Bank shall have provided to the
Administrative Agent a written consent to the release of the Lenders from their obligations hereunder with respect to any Letter of Credit
issued by such Issuing Bank (whether as a result of the obligations of the applicable Borrower in respect of such Letter of Credit having
been collateralized in full by a deposit of cash with such Issuing Bank, or being supported by a letter of credit that names such Issuing
Bank as the beneficiary thereunder, or otherwise), then from and after such time such Letter of Credit shall cease to be a “Letter
of Credit” outstanding hereunder for all purposes of this Agreement and the other Loan Documents (including for purposes of determining
whether the Borrowers are required to comply with Articles V and VI hereof, but excluding for purposes of Sections 2.15, 2.16, 2.17,
2.20 and 11.03 and any expense reimbursement or indemnity provisions set forth in any other Loan Document), and the Lenders shall be
deemed to have no participations in such Letter of Credit, and no obligations with respect thereto, under Section 2.05(d) or
2.05(e). The provisions of Sections 2.15, 2.16, 2.17, 2.20 and 11.03 and Article VIII shall survive and remain in full force
and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination
of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.
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SECTION 11.06. Counterparts;
Integration; Effectiveness; Electronic Execution. (a) This Agreement may be executed in counterparts (and by different parties
hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute
a single contract. This Agreement, the other Loan Documents, any separate letter agreements with respect to fees payable to the
Administrative Agent or to the Arrangers and their Affiliates and any provisions in any commitment letter executed and delivered by
the Company in connection with the transactions contemplated hereby that by the express terms of such commitment letter survive the
execution or effectiveness of this Agreement constitute the entire contract among the parties relating to the subject matter hereof
and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This
Agreement shall become effective as of the Restatement Effective Date, and thereafter shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns.
(b) Delivery
of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any
document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to
Section 11.01), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document
and/or the transactions contemplated hereby and/or thereby (each, an “Ancillary Document”) that is an Electronic Signature
transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page shall be
effective as delivery of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable.
The words “execution”, “signed”, “signature”, “delivery” and words of like import in
or relating to this Agreement, any other Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures,
deliveries or the keeping of records in any electronic form (including deliveries by emailed .pdf or any other electronic means that
reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided
that nothing herein shall require the Administrative Agent to accept Electronic Signatures in any form or format without its prior written
consent and pursuant to procedures approved by it; provided further, that, without limiting the foregoing, (A) to the extent
the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders and the Issuing
Banks shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of any Borrower or any other Loan Party
without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and
(B) upon the request of the Administrative Agent or any Lender or Issuing Bank, any Electronic Signature shall be promptly followed
by a manually executed counterpart. Without limiting the generality of the foregoing, each Borrower and each other Loan Party hereby
(1) agrees that, for all purposes, including, without limitation, in connection with any workout, restructuring, enforcement of
remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, the Issuing Banks and the Borrowers and the
other Loan Parties, Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduce an image of an actual
executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall
have the same legal effect, validity and enforceability as any paper original, (2) agrees that the Administrative Agent and each
of the Lenders and Issuing Banks may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any
Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of
such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original
for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (3) waives any argument,
defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary
Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document,
respectively, including with respect to any signature pages thereto, and (4) waives any claim against any Lender-Related Person
for any Liabilities arising solely from the Administrative Agent’s, any Lender’s and/or any Issuing Bank’s reliance
on or use of Electronic Signatures and/or transmissions by emailed .pdf or any other electronic means that reproduces an image of an
actual executed signature page, including any losses, claims, damages or liabilities arising as a result of the failure of any Borrower
or any other Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic
Signature.
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SECTION 11.07. Severability.
Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining
provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any
other jurisdiction.
SECTION 11.08. Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and Issuing Bank and each of its Affiliates
is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender, Issuing
Bank or Affiliate to or for the credit or the account of the Company or any Borrower against any of and all the obligations of the Company,
whether in its capacity as a Borrower or guarantor, or any other such Borrower now or hereafter existing under this Agreement held by
such Lender, irrespective of whether or not such Lender or Issuing Bank shall have made any demand under this Agreement and although
such obligations may be unmatured. The rights of each Lender and Issuing Bank under this Section are in addition to other rights
and remedies (including other rights of setoff) which such Lender or Issuing Bank may have.
SECTION 11.09. Governing
Law; Jurisdiction; Consent to Service of Process. (a) This Agreement, and any claims, controversy, dispute or cause of action (whether
in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby,
shall be construed in accordance with and governed by the laws of the State of New York.
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(b) Each
of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of the United States
District Court of the Southern District of New York and the Supreme Court of the State of New York, in each case, sitting in
New York County, and any appellate court from any thereof, in any action or proceeding (whether in contract or tort or otherwise)
arising out of or relating to any Loan Document, and each of the Borrowers hereby irrevocably and unconditionally agrees that all claims
in respect of any such action or proceeding brought by it shall be brought, and heard and determined, exclusively in such Federal court
or, in the event such Federal court lacks subject matter jurisdiction, such New York State court. Each of the parties hereto agrees
that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall (i) affect any right
that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding (whether in contract
or tort or otherwise) relating to this Agreement or any other Loan Document against any Borrower or its properties in the courts of any
jurisdiction, (ii) waive any statutory, regulatory, common law, or other rule, doctrine, legal restriction, provision or the like
providing for the treatment of bank branches, bank agencies, or other bank offices as if they were separate juridical entities for certain
purposes, including Uniform Commercial Code Sections 4-106, 4-A-105(1)(b), and 5-116(b), UCP 600 Article 3 and ISP98 Rule 2.02,
and URDG 758 Article 3(a), or (iii) affect which courts have or do not have personal jurisdiction over the issuing bank or
beneficiary of any Letter of Credit or any advising bank, nominated bank or assignee of proceeds thereunder or proper venue with respect
to any litigation arising out of or relating to such Letter of Credit with, or affecting the rights of, any Person not a party to this
Agreement, whether or not such Letter of Credit contains its own jurisdiction submission clause.
(c) Each
of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action
or proceeding in any such court.
(d) Each
Borrowing Subsidiary that is not a US Subsidiary hereby irrevocably designates, appoints and empowers the Company with a mandatory copy
to the Philadelphia office of Morgan, Lewis & Bockius LLP, having its address at 2222 Market Street, Philadelphia PA 19103,
Attention of Andrew T. Budreika, Esq., as its process agent to receive for and on its behalf service of process in any legal action
or proceeding arising out of or relating to this Agreement. It is understood that a copy of any such process served on the Company, as
process agent, shall be promptly forwarded by registered mail by the Person commencing such proceeding to such Borrowing Subsidiary at
the address specified in Section 11.01, but the failure of such Borrowing Subsidiary to receive such copy shall not affect in any
way the service of such process as aforesaid.
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(e) Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 11.01. Nothing
in the Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner
permitted by law.
(f) In
the event any Loan Party or any of its assets has or hereafter acquires, in any jurisdiction in which judicial proceedings may at any
time be commenced with respect to this Agreement or any other Loan Document, any immunity from jurisdiction, legal proceedings, attachment
(whether before or after judgment), execution, judgment or setoff, such Loan Party hereby irrevocably agrees not to claim and hereby
irrevocably and unconditionally waives such immunity.
SECTION 11.10. WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
SECTION 11.11. Headings.
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.
141
SECTION 11.12.
Confidentiality. Each of the Administrative Agent, each Issuing Bank and each Lender agrees to maintain the confidentiality of
the Information (as defined below), and will not use such confidential Information for any purpose or in any manner except in connection
with this Agreement, except that Information may be disclosed (a) to its and its Affiliates’ Related Parties, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information confidential or shall be subject to a professional obligation of confidentiality),
(b) to the extent requested by any governmental, supervisory or regulatory authority purporting to have jurisdiction over it or
its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners) (it being understood
that, other than in the case of any request by any bank regulatory authority exercising examination or audit authority, it will to the
extent reasonably practicable provide the Company with an opportunity to request confidential treatment from such authority), (c) to
the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this
Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement
or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any
swap or derivative transaction relating to, or any credit insurance provider with respect to, the Company or any Subsidiary and its obligations,
(g) with the written consent of the Company, (h) to the extent such Information (i) becomes publicly available other than
as a result of a breach of this Section or any other confidentiality agreement to which it is party with the Company or any Subsidiary,
(ii) becomes available to the Administrative Agent, such Issuing Bank or such Lender on a nonconfidential basis from a source other
than the Company or (iii) is independently developed by the Administrative Agent, any Issuing Bank or any Lender, (i) on a
confidential basis to (i) any rating agency in connection with the rating of the Company or its Subsidiaries or this Agreement or
(ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect
to this Agreement, (j) to market data collectors, similar service providers, including league table providers, to the lending
industry, in each case, information of the type routinely provided to such providers, (k) to service providers to the Administrative
Agent or any of the Lenders in connection with the administration or servicing of this Agreement, the other Loan Documents and the Commitments
or Loans (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information
and instructed to keep such Information confidential or shall be subject to a professional obligation of confidentiality) and (l) for
purposes of establishing a “due diligence” defense. For the purposes of this Section, “Information” means
all confidential information received from the Company relating to the Company or its businesses, other than any such information that
is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Company.
Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information
as such Person would accord to its own confidential information.
Notwithstanding the foregoing, nothing in this
Section 11.12 shall prohibit any Person from voluntarily disclosing or providing any Information to any Governmental Authority or
self-regulatory authority to the extent that the prohibition on such disclosure otherwise set forth in this Section 11.12 shall
be prohibited by the laws or regulations of, or applicable to, such Governmental Authority or self-regulatory authority.
SECTION 11.13. Interest
Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any extension of
credit hereunder, together with all fees, charges and other amounts which are treated as interest on such extension of credit under applicable
law (collectively, the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which
may be contracted for, charged, taken, received or reserved by the Lender that made such extension of credit in accordance with applicable
law, the rate of interest payable in respect of such extension of credit hereunder, together with all Charges payable in respect thereof,
shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such
extension of credit but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges
payable to such Lender in respect of other extensions of credit or periods shall be increased (but not above the Maximum Rate therefor)
until such cumulated amount, together with interest thereon at the NYFRB Rate to the date of repayment, shall have been received by such
Lender.
142
SECTION 11.14. Certain
Notices. Each Lender hereby notifies the Borrowers that pursuant to the requirements of the USA PATRIOT Act and/or the Beneficial
Ownership Regulation, it is required to obtain, verify and record information that identifies the Borrowers, which information includes
the names and addresses of the Borrowers and other information that will allow such Lender to identify the Borrowers in accordance with
the USA PATRIOT Act and the Beneficial Ownership Regulation.
SECTION 11.15. Non-Public
Information. (a) Each Lender acknowledges that all information furnished to it pursuant to this Agreement by the Company or on
its behalf and relating to the Company, the Subsidiaries or their businesses may include MNPI, and confirms that it has developed
compliance procedures regarding the use of MNPI and that it will handle MNPI in accordance with the procedures and applicable law,
including Federal, state and foreign securities laws.
(b) All
such information, including requests for waivers and amendments, furnished by the Company or the Administrative Agent pursuant to, or
in the course of administering, this Agreement and the other Loan Documents will be syndicate-level information, which may contain MNPI.
Accordingly, each Lender represents to the Company and the Administrative Agent that it has identified in its Administrative Questionnaire
a credit contact who may receive information that may contain MNPI in accordance with its compliance procedures and applicable law, including
Federal, state and foreign securities laws.
SECTION 11.16. Acknowledgment
and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any
other agreement, arrangement or understanding among the parties hereto, each party hereto acknowledges that any liability of any Affected
Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and
Conversion Powers of a Resolution Authority and agrees and consents to, and acknowledges to be bound by:
(a) the
application of any Write-Down and Conversion Power by a Resolution Authority to any such liabilities arising hereunder that may be payable
to it by any party hereto that is an Affected Financial Institution; and
(b) the
effects of any Bail-In Action on any such liability, including, if applicable, (i) a reduction in full or in part or cancelation
of any such liability, (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in
such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it,
and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability
under this Agreement or any other Loan Document or (iii) the variation of the terms of such liability in connection with the exercise
of the Write-Down and Conversion Powers of any Resolution Authority.
143
SECTION 11.17. No Fiduciary
Duty. The Company agrees that in connection with all aspects of the Transactions and any communications in connection therewith,
the Company and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks, the Lenders and their
Affiliates, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty
on the part of the Administrative Agent, the Arrangers, the Issuing Banks, the Lenders or their Affiliates, and no such duty will be
deemed to have arisen in connection with any such Transactions or communications. The Administrative Agent, the Lenders, the Issuing
Banks and their Affiliates may, in addition to providing or participating in commercial lending facilities such as provided hereunder,
be engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ
from those of the Company and its Subsidiaries or other Affiliates, and none of the Administrative Agent, the Lenders, the Issuing Bank
or their Affiliates has any obligation to disclose any of such interests to the Company or any of its Subsidiaries or other Affiliates.
To the fullest extent permitted by law, the Borrowers hereby agree not to assert any claims against the Administrative Agent, any Arranger,
any Issuing Bank, any Lender or any of their respective Affiliates with respect to any breach or alleged breach of fiduciary duty in
connection with any aspect of any transaction contemplated hereby.
SECTION 11.18. Conversion
of Currencies. (a) If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in
one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of
exchange used shall be that at which, in accordance with normal banking procedures in the relevant jurisdiction, the first currency
could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given.
(b) The
obligations of each party hereto in respect of any sum due to any other party hereto or any holder of the obligations owing hereunder
(the “Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment Currency”)
other than the currency in which such sum is stated to be due hereunder (the “Agreement Currency”), be discharged
only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment
Currency, the Applicable Creditor may, in accordance with normal banking procedures in the relevant jurisdiction, purchase the Agreement
Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum originally due to the
Applicable Creditor in the Agreement Currency, the Company agrees, as a separate obligation and notwithstanding any such judgment, to
indemnify the Applicable Creditor against such loss. The obligations of each party hereto contained in this Section shall survive
the termination of this Agreement and the payment of all other amounts owing hereunder.
144
SECTION 11.19. Company
as Agent of Borrowing Subsidiaries. Each Borrowing Subsidiary hereby irrevocably appoints the Company as its agent for all purposes
of this Agreement and the other Loan Documents, including (a) the giving and receipt of notices (including any Borrowing Request
and any Interest Election Request) and (b) the execution and delivery of all documents, instruments and certificates contemplated
herein. Each Borrowing Subsidiary hereby acknowledges that any amendment or other modification to this Agreement or any other Loan Document
may be effected as set forth in Section 11.02, that no consent of such Borrowing Subsidiary shall be required to effect any such
amendment or other modification and that such Borrowing Subsidiary shall be bound by this Agreement or any other Loan Document (if it
is theretofore a party thereto) as so amended or modified.
SECTION 11.20. Acknowledgment
Regarding any Supported QFCs. (a) To the extent that the Loan Documents provide support, through a guarantee or otherwise, for
Hedging Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and
each such QFC, a “Supported QFC”), the parties hereto acknowledge and agree as follows with respect to the
resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank
Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “US Special
Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable
notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New
York and/or of the United States or any other state of the United States).
(b) In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a US Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest
and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or
such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the US
Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property)
were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of
a Covered Party becomes subject to a proceeding under a US Special Resolution Regime, Default Rights under the Loan Documents that might
otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be
exercised to no greater extent than such Default Rights could be exercised under the US Special Resolution Regime if the Supported QFC
and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing,
it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the
rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.
145
SECTION 11.21. Amendment
and Restatement. This Agreement amends and restates and replaces in its entirety the Existing Credit Agreement. All rights, benefits,
indebtedness, interest, liabilities and obligations of the parties to the Existing Credit Agreement are hereby amended, restated, replaced
and superseded, in their entirety, on the terms and provisions set forth herein; provided that (a) all indemnification obligations
of the Borrowers pursuant to the Existing Credit Agreement shall survive the amendment and restatement of the Existing Credit Agreement
pursuant to this Agreement and (b) the Specified Existing Borrowing shall remain outstanding, and shall not be novated, and shall
be, for all purposes of this Agreement and the other Loan Documents, a Borrowing outstanding under, and governed by, this Agreement,
and the obligations with respect thereto shall constitute Obligations and have the benefit of Article X hereof. In furtherance of
the foregoing, each party hereto acknowledges and agrees that, on and as of the Restatement Effective Date, Schedule 2.01 hereto sets
forth all the Commitments of all the Lenders (and no Person whose name does not appear on Schedule 2.01 hereto shall have, or shall be
deemed to have, a Commitment under this Agreement as of the Restatement Effective Date, it being understood and agreed that each such
Person, if a Lender under the Existing Credit Agreement, shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17,
2.20 and 11.03 of the Existing Credit Agreement).
[signature pages follow]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their authorized officers as of the date first above written.
CENCORA, INC.
By:
/s/
Mahaveer Jain
Name: Mahaveer Jain
Title: Senior Vice President and Treasurer
INNOMAR STRATEGIES INC.
By:
/s/ Mahaveer Jain
Name: Mahaveer Jain
Title: Senior Vice President and Treasurer
[Signature Page to
Amended and Restated Credit Agreement]
jpmorgan chase bank, n.a.,
individually and as Issuing Bank,
Swingline Lender and Administrative Agent
By
/s/ Gregory Martin
Name: Gregory Martin
Title:Executive Director
[Signature Page to Amended and Restated Credit
Agreement]
LENDER SIGNATURE PAGE TO
CENCORA, INC.
AMENDED AND RESTATED CREDIT AGREEMENT
Name of Lender (with each Lender that is also an Issuing Bank
executing both in its capacity as a Lender and an Issuing Bank):
BANK OF AMERICA, N.A.
By
/s/ Grant Griffith
Name: Grant Griffith
Title: Vice President
[Signature Page to Amended and Restated Credit
Agreement]
LENDER SIGNATURE PAGE TO
CENCORA, INC.
AMENDED AND RESTATED CREDIT AGREEMENT
Name of Lender (with each Lender that is also an Issuing Bank
executing both in its capacity as a Lender and an Issuing Bank):
BNP Paribas
By
/s/ Benjamin Binetter
Name: Benjamin Binetter
Title: Managing Director
For any institution requiring a second signature block:
By
/s/ Valentin Detry
Name:Valentin Detry
Title: Vice President
[Signature Page to Amended and Restated Credit
Agreement]
LENDER SIGNATURE PAGE TO
CENCORA, INC.
AMENDED AND RESTATED CREDIT AGREEMENT
Name of Lender (with each Lender that is also an Issuing Bank
executing both in its capacity as a Lender and an Issuing Bank):
CITIBANK, N.A.
By
/s/ Richard Rivera
Name:Richard Rivera
Title:Vice President
[Signature Page to Amended and Restated Credit
Agreement]
LENDER SIGNATURE PAGE TO
CENCORA, INC.
AMENDED AND RESTATED CREDIT AGREEMENT
Name of Lender (with each Lender that is also an Issuing Bank
executing both in its capacity as a Lender and an Issuing Bank):
SOCIETE GENERALE
By
/s/ Shelley Yu
Name: Shelley Yu
Title: Director
[Signature Page to Amended and Restated Credit
Agreement]
LENDER SIGNATURE PAGE TO
CENCORA, INC.
AMENDED AND RESTATED CREDIT AGREEMENT
Name of Lender (with each Lender that is also an Issuing Bank
executing both in its capacity as a Lender and an Issuing Bank):
WELLS FARGO BANK, NATIONAL ASSOCIATION
By
/s/ Victoria Kendrick
Name: Victoria Kendrick
Title: Vice President
[Signature Page to Amended and Restated Credit
Agreement]
LENDER SIGNATURE PAGE TO
CENCORA, INC.
AMENDED AND RESTATED CREDIT AGREEMENT
Name of Lender (with each Lender that is also an Issuing Bank
executing both in its capacity as a Lender and an Issuing Bank):
MORGAN STANLEY BANK, N.A.
By
/s/ Michael King
Name: Michael King
Title: Authorized Signatory
[Signature Page to Amended and Restated Credit
Agreement]
LENDER SIGNATURE PAGE TO
CENCORA, INC.
AMENDED AND RESTATED CREDIT AGREEMENT
Name of Lender (with each Lender that is also an Issuing Bank
executing both in its capacity as a Lender and an Issuing Bank):
PNC BANK, NATIONAL ASSOCIATION
By
/s/ Domenic D’Ginto
Name: Domenic D’Ginto
Title: Managing Director
[Signature Page to Amended and Restated Credit
Agreement]
LENDER SIGNATURE PAGE TO
CENCORA, INC.
AMENDED AND RESTATED CREDIT AGREEMENT
Name of Lender (with each Lender that is also an Issuing Bank
executing both in its capacity as a Lender and an Issuing Bank):
THE BANK OF NOVA SCOTIA
By
/s/ Robb Gass
Name: Robb Gass
Title: Managing Director
[Signature Page to Amended and Restated Credit
Agreement]
LENDER SIGNATURE PAGE TO
CENCORA, INC.
AMENDED AND RESTATED CREDIT AGREEMENT
Name of Lender (with each Lender that is also an Issuing Bank
executing both in its capacity as a Lender and an Issuing Bank):
The Toronto-Dominion Bank, New York Branch
By
/s/ Mike Tkach
Name: Mike Tkach
Title: Authorized Signatory
[Signature Page to Amended and Restated Credit
Agreement]
LENDER SIGNATURE PAGE TO
CENCORA, INC.
AMENDED AND RESTATED CREDIT AGREEMENT
Name of Lender (with each Lender that is also an Issuing Bank
executing both in its capacity as a Lender and an Issuing Bank):
TRUIST BANK
By
/s/ Alli Korchmar
Name: Alli Korchmar
Title: Director
[Signature Page to Amended and Restated Credit
Agreement]
LENDER SIGNATURE PAGE TO
CENCORA, INC.
AMENDED AND RESTATED CREDIT AGREEMENT
U.S. BANK NATIONAL ASSOCIATION, as a Lender
By
/s/ Thomas Whitman
Name: Thomas Whitman
Title: Assistant Vice President
[Signature Page to Amended and Restated Credit
Agreement]
LENDER SIGNATURE PAGE TO
CENCORA, INC.
AMENDED AND RESTATED CREDIT AGREEMENT
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as
a Lender
By
/s/ Brian Crowley
Name: Brian Crowley
Title: Managing Director
By
/s/ Andrew Pargament
Name: Andrew Pargament
Title: Managing Director
[Signature Page to Amended and Restated Credit
Agreement]
LENDER SIGNATURE PAGE TO
CENCORA, INC.
AMENDED AND RESTATED CREDIT AGREEMENT
Name of Lender (with each Lender that is also an Issuing Bank
executing both in its capacity as a Lender and an Issuing Bank):
First National Bank of Pennsylvania
By
/s/ David M. Diez
Name: David M. Diez
Title: Managing Director
[Signature Page to Amended and Restated Credit
Agreement]
LENDER SIGNATURE PAGE TO
CENCORA, INC.
AMENDED AND RESTATED CREDIT AGREEMENT
GOLDMAN SACHS BANK USA, as a Lender
By
/s/ Nicholas Merino
Name: Nicholas Merino
Title: Authorized Signatory
[Signature Page to Amended and Restated Credit
Agreement]
LENDER SIGNATURE PAGE TO
CENCORA, INC.
AMENDED AND RESTATED CREDIT AGREEMENT
Name of Lender (with each Lender that is also an Issuing Bank
executing both in its capacity as a Lender and an Issuing Bank):
M&T Bank
By
/s/ Darci Buchanan
Name: Darci Buchanan
Title: Director
[Signature Page to Amended and Restated Credit
Agreement]
LENDER SIGNATURE PAGE TO
CENCORA, INC.
AMENDED AND RESTATED CREDIT AGREEMENT
MUFG Bank, Ltd., as a Lender
By
/s/ Andrew Moore
Name: Andrew Moore
Title: Authorized Signatory
[Signature Page to Amended and Restated Credit
Agreement]
LENDER SIGNATURE PAGE TO
CENCORA, INC.
AMENDED AND RESTATED CREDIT AGREEMENT
UBS AG, STAMFORD BRANCH, as a Lender:
By
/s/ Blake Caruso
Name: Blake Caruso
Title: Director
For any institution requiring
a second signature block:
By
/s/ Andrea Moore
Name: Andrea Moore
Title: Associate Director
[Signature Page to Amended and Restated Credit
Agreement]
LENDER SIGNATURE PAGE TO
CENCORA, INC.
AMENDED AND RESTATED CREDIT AGREEMENT
UniCredit Bank GmbH, New York Branch,
as a Lender
By
/s/ Naveen Sahney
Name: Naveen Sahney
Title: Managing Director
By
/s/ Laura Shelmerdine
Name: Laura Shelmerdine
Title: Director
[Signature Page to Amended and Restated Credit
Agreement]
EX-10.2 — EXHIBIT 10.2
EX-10.2
Filename: tm2621845d1_ex10-2.htm · Sequence: 3
Exhibit 10.2
EXECUTION VERSION
OMNIBUS AMENDMENT
This OMNIBUS AMENDMENT, dated
as of July 31, 2026 (this “Amendment”) is (1) THE TWENTY-THIRD AMENDMENT TO AMENDED AND RESTATED RECEIVABLES
PURCHASE AGREEMENT, among AMERISOURCE RECEIVABLES FINANCIAL CORPORATION, a Delaware corporation (in such capacity, the “Seller”),
AMERISOURCEBERGEN DRUG CORPORATION, a Delaware corporation, as the initial Servicer (in such capacity, the “Servicer”),
the PURCHASER AGENTS and PURCHASERS listed on the signature pages hereto, BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH
(“BBVA”), as a Purchaser Agent, Uncommitted Purchaser and Related Committed Purchaser, and MUFG BANK, LTD. (F/K/A
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.), as administrator (in such capacity, the “Administrator”);
and (2) THE SECOND AMENDMENT TO SECOND AMENDED AND RESTATED PERFORMANCE UNDERTAKING, among CENCORA, INC., a Delaware corporation
(in such capacity, the “Performance Guarantor”), in favor of AMERISOURCE RECEIVABLES FINANCIAL CORPORATION, as recipient
(the “Recipient”).
R E
C I T A L S
The Seller, the Servicer,
the Purchaser Groups, and the Administrator are parties to that certain Amended and Restated Receivables Purchase Agreement, dated as
of April 29, 2010 (as amended, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”).
The Performance Guarantor
is party to that certain Second Amended and Restated Performance Undertaking, dated as of October 16, 2020 (as amended, supplemented,
or otherwise modified from time to time, the “Performance Undertaking”; together with the Receivables Purchase Agreement,
each an “Agreement” and collectively, the “Agreements”).
The parties hereto desire
to join BBVA as a party to the Receivables Purchase Agreement as an Uncommitted Purchaser, Related Committed Purchaser and Purchaser
Agent.
The parties hereto desire
to decrease the Purchase Limit and increase the Accordion Purchase Limit in the Receivables Purchase Agreement.
The parties hereto desire
to amend each of the Agreements as hereinafter set forth.
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:
1. Certain
Defined Terms. Capitalized terms used but not defined herein shall have the meanings set forth for such terms in Exhibit I
to the Receivables Purchase Agreement.
2. Amendments
to the Receivables Purchase Agreement. As of the Effective Date (as defined below), the Receivables Purchase Agreement is hereby
amended to incorporate the changes shown on the marked pages of the Receivables Purchase Agreement attached hereto as Exhibit A.
3. Amendments
to the Performance Undertaking. As of the Effective Date (as defined below), the Performance Undertaking is hereby amended to incorporate
the changes shown on the marked pages of the Performance Undertaking attached hereto as Exhibit B.
4. Joinder.
(a) BBVA
as a Related Committed Purchaser and as an Uncommitted Purchaser. From and after the date hereof, BBVA shall be a party to the Receivables
Purchase Agreement as a “Related Committed Purchaser” and an “Uncommitted Purchaser” for all purposes thereof
and of the other Transaction Documents, and BBVA accepts and assumes all related rights and agrees to be bound by all of the terms and
provisions applicable to “Related Committed Purchasers” and “Uncommitted Purchasers” contained in the Receivables
Purchase Agreement and the other Transaction Documents. BBVA’s Commitment as a Related Committed Purchaser will be the amount set
forth in Exhibit A attached hereto.
(b) Appointment
of BBVA as Purchaser Agent of BBVA’s Purchaser Group. BBVA hereby designates BBVA as its Purchaser Agent and BBVA hereby accepts
such designation and acknowledges and agrees to perform each of the roles and responsibilities of Purchaser Agent for BBVA in its capacity
of Purchaser Agent for BBVA and each of the other members of BBVA’s Purchaser Group.
(c) Independent
Credit Decision. BBVA hereby confirms that it has, independently and without reliance upon the Administrator, any Purchaser or any
Purchaser Agent and based on such documents and information as it has deemed appropriate, made and will continue to make its own appraisal
of any investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of the Seller,
the Servicer, the Performance Guarantor or the Originators, and the Receivables and made its own evaluation and decision to enter into
this Amendment and the Receivables Purchase Agreement.
(d) Notice
Addresses. BBVA’s address for notices under the Receivables Purchase Agreement shall be the following:
If to BBVA:
Two Manhattan West,
375 9th Ave, 6th Floor
New York, NY 10001
Attn: Roman Burt
Telephone: (212) 728-2308
Email:
roman.burt@bbva.com
(e) Consent
to Joinder. Each of the parties hereto (i) consents to the foregoing joinder of BBVA as a party to the Receivables Purchase
Agreement in the capacities of a “Related Committed Purchaser”, a “Purchaser Agent” and an “Uncommitted
Purchaser”, (ii) expressly waives any notice or other applicable requirements set forth in any Transaction Document as a
prerequisite or condition precedent to such joinders (other than as set forth herein) and (iii) acknowledges and agrees that this
Section 4 is in form and substance substantially similar to an Assumption Agreement.
2
5. Representations
and Warranties; Covenants. Each of the Seller and the Servicer (on behalf of the Seller) and the Performance Guarantor hereby certifies,
represents and warrants to the Administrator, each Purchaser Agent and each Purchaser that on and as of the date hereof:
(a) each
of its representations and warranties contained in Article V of the Receivables Purchase Agreement and Section 6
of the Performance Undertaking is true and correct, in all material respects, as if made on and as of the Effective Date;
(b) no
event has occurred and is continuing, or would result from this Amendment or any of the transactions contemplated herein, that constitutes
an Amortization Event or Unmatured Amortization Event;
(c) the
Facility Termination Date for all Purchaser Groups has not occurred; and
(d) the
Credit Agreement has not been amended since July 31, 2026.
6. Effect
of Amendment. Except as expressly amended and modified by this Amendment, all provisions of each of the Agreements shall remain in
full force and effect. After this Amendment becomes effective, all references in each of the Agreements and each of the other Transaction
Documents to “this Agreement”, “hereof”, “herein”, or words of similar effect referring to the applicable
Agreement shall be deemed to be references to such Agreement, as amended by this Amendment. This Amendment shall not be deemed to expressly
or impliedly waive, amend or supplement any provision of any of the Agreements (or any related document or agreement) other than as expressly
set forth herein.
7. Effectiveness.
This Amendment shall become effective on the date hereof (the “Effective Date”) upon satisfaction of each of
the following conditions:
(a) receipt
by the Administrator and each Purchaser Agent of counterparts of (i) this Amendment, (ii) the amended and restated fee letter,
dated as of the date hereof, by and among the Seller, the Servicer, the Administrator and each Purchaser Agent; and (iii) a reliance
letter from the Seller’s counsel confirming that BBVA may rely upon any opinions previously delivered by the Seller’s counsel
in connection with the Receivables Purchase Agreement or any other Transaction Document as if BBVA was an addressee thereof; and
(b) the
Administrator and each Purchaser Agent shall have received all accrued and unpaid fees, costs and expenses to the extent then due and
payable to it or the Purchasers on the Effective Date.
8. Counterparts.
This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart
shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Counterparts
of this Amendment may be delivered by facsimile transmission or other electronic transmission, and such counterparts shall be as effective
as if original counterparts had been physically delivered, and thereafter shall be binding on the parties hereto and their respective
successors and assigns. The words “execution,” “signed,” “signature,” “delivery,” and
words of like import in or relating to any document to be signed in connection with this Amendment and the transactions contemplated
hereby shall be deemed to include an electronic sound, symbol, or process attached to, or associated with, a contract or other record
and adopted by a Person with the intent to sign, authenticate or accept such contract or record, deliveries or the keeping of records
in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical
delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable
law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records
Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
3
9. Governing
Law. This Amendment shall be governed by, and construed in accordance with the law of the State of New York without regard to any
otherwise applicable principles of conflicts of law (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).
10. Section Headings.
The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment,
the Receivables Purchase Agreement or any other Transaction Document or any provision hereof or thereof.
11. Transaction
Document. This Amendment shall constitute a Transaction Document under each of the Agreements.
12. Severability.
Each provision of this Amendment shall be severable from every other provision of this Amendment for the purpose of determining the legal
enforceability of any provision hereof, and the unenforceability of one or more provisions of this Amendment in one jurisdiction shall
not have the effect of rendering such provision or provisions unenforceable in any other jurisdiction.
13. Ratification. After
giving effect to this Amendment and the transactions contemplated hereby, all of the provisions of the Performance Undertaking shall
remain in full force and effect and the Performance Guarantor hereby ratifies and affirms the Performance Undertaking and acknowledges
that the Performance Undertaking has continued and shall continue in full force and effect in accordance with its terms.
[signature pages begin on next page]
4
IN WITNESS WHEREOF, the parties
have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
AMERISOURCE RECEIVABLES FINANCIAL
CORPORATION,
as Seller and Recipient
By:
/s/ Mahaveer Jain
Name:
Mahaveer Jain
Title:
Senior Vice President & Treasurer
AMERISOURCEBERGEN DRUG CORPORATION,
as initial Servicer
By:
/s/
Mahaveer Jain
Name:
Mahaveer Jain
Title:
Senior Vice President & Treasurer
Acknowledged and Agreed
CENCORA, INC.
By:
/s/ Mahaveer Jain
Name:
Mahaveer Jain
Title:
Senior Vice President and Treasurer
S-1 Omnibus Amendment (Twenty-Third
Amendment to RPA)
(ARFC)
MUFG
BANK, LTD.,
as
Administrator
By:
/s/
Eric Williams
Name:
Eric Williams
Title:
Managing Director
VICTORY
RECEIVABLES CORPORATION,
as
an Uncommitted Purchaser
By:
/s/ Kevin J. Corrigan
Name:
Kevin J. Corrigan
Title:
Vice President
GOTHAM
FUNDING CORPORATION,
as
an Uncommitted Purchaser
By:
/s/ Kevin J. Corrigan
Name:
Kevin J. Corrigan
Title:
Vice President
MUFG
BANK, LTD.,
as
Purchaser Agent for Victory Receivables Corporation/Gotham Funding Corporation
By:
/s/ Eric Williams
Name:
Eric Williams
Title:
Managing Director
S-2 Omnibus Amendment (Twenty-Third
Amendment to RPA)
(ARFC)
MUFG
BANK, LTD.,
as
Related Committed Purchaser for Victory Receivables Corporation/Gotham Funding Corporation
By:
/s/
Eric Williams
Name:
Eric Williams
Title:
Managing Director
S-3 Omnibus Amendment (Twenty-Third
Amendment to RPA)
(ARFC)
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as an Uncommitted Purchaser
By:
/s/
Charles Liles
Name:
Charles Liles
Title:
Executive Director
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Purchaser Agent and Related Committed Purchaser for Wells Fargo
Bank, National Association
By:
/s/ Charles Liles
Name:
Charles Liles
Title:
Executive Director
S-4 Omnibus Amendment (Twenty-Third
Amendment to RPA)
(ARFC)
PNC BANK, NATIONAL
ASSOCIATION,
as a Purchaser Agent, Uncommitted Purchaser and Related
Committed Purchaser
By:
/s/
Christopher Blaney
Name:
Christopher Blaney
Title:
Senior Vice President
S-5 Omnibus Amendment (Twenty-Third
Amendment to RPA)
(ARFC)
THE TORONTO-DOMINION BANK,
as a Purchaser Agent and Related
Committed Purchaser
By:
/s/
Luna Mills
Name:
Luna Mills
Title:
Managing Director
GTA FUNDING LLC,
as an Uncommitted Purchaser
By:
/s/ Kevin J. Corrigan
Name:
Kevin J. Corrigan
Title:
Vice President
COMPUTERSHARE TRUST COMPANY OF
CANADA, in its capacity as trustee of RELIANT TRUST, by
its U.S. Financial Services Agent, THE TORONTO-DOMINION BANK,
as an Uncommitted Purchaser
By:
/s/ Luna Mills
Name:
Luna Mills
Title:
Managing Director
S-6 Omnibus Amendment (Twenty-Third
Amendment to RPA)
(ARFC)
U.S.
BANK NATIONAL ASSOCIATION,
as
purchaser
agent, uncommitted purchaser and
related
committed purchaser
By:
/s/
Judd Dudgeon
Name:
Judd Dudgeon
Title:
Vice President
S-7 Omnibus Amendment (Twenty-Third
Amendment to RPA)
(ARFC)
TRUIST
bank,
as
Purchaser
Agent, Uncommitted Purchaser and
Related
Committed Purchaser
By:
/s/
Paul Cornely
Name:
Paul Cornely
Title:
Director
S-8 Omnibus Amendment (Twenty-Third
Amendment to RPA)
(ARFC)
BANK
OF AMERICA, N.A.,
as
Purchaser
Agent, Uncommitted Purchaser and
Related
Committed Purchaser
By:
/s/
Christopher Haynes
Name:
Christopher Haynes
Title:
Senior Vice President
S-9 Omnibus Amendment (Twenty-Third
Amendment to RPA)
(ARFC)
BANCO
BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH,
as
Purchaser Agent, Uncommitted Purchaser and Related Committed Purchaser
By:
/s/
Pablo González León
Name:
Pablo González León
Title:
US Chief Risk Officer
By:
/s/ Angel Merino
Name:
Angel Merino
Title:
Managing Director
S-10 Omnibus Amendment (Twenty-Third
Amendment to RPA)
(ARFC)
EXHIBIT A
(attached)
Exhibit A Omnibus Amendment (Twenty-Third
Amendment to RPA)
(ARFC)
Exhibit A
to Twenty-SecondTwenty-Third
Amendment dated June 30July 31,
20252026
CONFORMED
COPY includes
First Amendment dated 4/28/11
Second
Amendment dated 10/28/11
Third
Amendment dated 11/16/12
Fourth
Amendment dated 1/16/13
Fifth
Amendment dated 6/28/13
Sixth
Amendment dated 10/7/13
Seventh
Amendment dated 7/17/14
Eighth
Amendment dated 12/5/14
Omnibus
Amendment dated 11/4/15
Tenth
Amendment dated 6/21/16
Eleventh
Amendment 11/18/16
Twelfth
Amendment 12/18/17
Thirteenth
Amendment 10/31/2018
Fourteenth
Amendment 9/18/19
Fifteenth
Amendment 10/16/20
Omnibus
Amendment 5/13/21
Seventeenth
Amendment dated 11/4/21
Eighteenth
Amendment dated 10/21/22
Nineteenth
Amendment dated 5/3/23
Twentieth
Amendment dated 4/17/24
Twenty-First
Amendment Dated 10/9/24
Twenty-Second
Amendment Dated 6/30/2025
Twenty-Third
Amendment Dated 7/31/2026
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
DATED
AS OF APRIL 29, 2010
AMONG
AMERISOURCE
RECEIVABLES FINANCIAL CORPORATION, AS SELLER,
AMERISOURCEBERGEN
DRUG CORPORATION, AS INITIAL SERVICER,
THE VARIOUS PURCHASERS GROUPS FROM TIME TO
TIME PARTY HERETO
AND
MUFG BANK, LTD.
(F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.),
AS ADMINISTRATOR
TABLE OF CONTENTS
Page
ARTICLE I. PURCHASE ARRANGEMENTS
1
Section 1.1
Purchase Facility
1
Section 1.2
Incremental Purchases
5
Section 1.3
Decreases
5
Section 1.4
Deemed Collections; Purchase Limit
5
Section 1.5
Payment Requirements and Computations
6
Section 1.6
[Reserved]
7
Section 1.7
Sharing of Payments, etc.
7
ARTICLE II.
PAYMENTS AND COLLECTIONS
7
Section 2.1
Payments of Recourse Obligations
7
Section 2.2
Collections Prior to the Final Facility Termination
Date
8
Section 2.3
Collections on the Final Facility Termination Date
8
Section 2.4
Payment Rescission
9
Section 2.5
Clean Up Call
9
ARTICLE III.
COMMERCIAL PAPER FUNDING
9
Section 3.1
CP Costs
9
Section 3.2
Calculation of CP Costs
10
Section 3.3
CP Costs Payments
10
Section 3.4
Default Rate
10
ARTICLE IV.
Bank Rate Fundings
10
Section 4.1
Bank Rate Fundings
10
Section 4.2
Yield Payments
10
Section 4.3
[Reserved]
10
Section 4.4
Inability to Determine Rates; Change in Legality
11
Section 4.5
Default Rate
12
Section 4.6
Benchmark Replacement Setting
12
ARTICLE V.
REPRESENTATIONS AND WARRANTIES
16
Section 5.1
Representations and Warranties of the Seller
16
Section 5.2
Representations and Warranties of the Seller With Respect
to Each Sale of Receivables
20
Section 5.3
Representations and Warranties of Servicer
22
i
ARTICLE VI.
CONDITIONS OF PURCHASES
25
Section 6.1
Conditions Precedent to Initial
Incremental Purchase; Closing Date
25
Section 6.2
Conditions Precedent to All Purchases and Reinvestments
25
ARTICLE VII.
COVENANTS
26
Section 7.1
Affirmative Covenants of the Seller
26
Section 7.2
Negative Covenants of the Seller
31
Section 7.3
Affirmative Covenants of the Servicer
33
Section 7.4
Negative Covenants of the Servicer
38
ARTICLE VIII.
ADMINISTRATION AND COLLECTION
40
Section 8.1
Designation of Servicer
40
Section 8.2
Duties of Servicer
41
Section 8.3
Collection Notices
42
Section 8.4
Responsibilities of Seller
43
Section 8.5
Settlement Reports
43
Section 8.6
Servicing Fee
43
ARTICLE IX.
AMORTIZATION EVENTS
44
Section 9.1
Amortization Events
44
Section 9.2
Remedies
47
ARTICLE X.
INDEMNIFICATION
48
Section 10.1
Indemnities by the Seller Parties
48
Section 10.2
Increased Cost and Reduced Return
50
Section 10.3
Other Costs and Expenses
51
ARTICLE XI.
THE Agents
51
Section 11.1
Appointment and Authorization
51
Section 11.2
Delegation of Duties
52
Section 11.3
Exculpatory Provisions
52
Section 11.4
Reliance by Agents
53
Section 11.5
Notice of Amortization Events
53
Section 11.6
Non-Reliance on Administrator, Purchaser Agents and
Other Purchasers
54
Section 11.7
Administrators and Affiliates
54
Section 11.8
Indemnification
54
Section 11.9
Successor Administrator
55
Section 11.10
Erroneous Payments
55
ii
ARTICLE XII.
ASSIGNMENTS AND PARTICIPATIONS
57
Section 12.1
Successors and Assigns; Participations;
Assignments
57
ARTICLE XIII.
MISCELLANEOUS
59
Section 13.1
Waivers and Amendments
59
Section 13.2
Notices
60
Section 13.3
Protection of Administrator’s Security Interest
61
Section 13.4
Confidentiality
62
Section 13.5
Bankruptcy Petition
63
Section 13.6
Limitation of Liability
63
Section 13.7
CHOICE OF LAW
63
Section 13.8
CONSENT TO JURISDICTION
64
Section 13.9
WAIVER OF JURY TRIAL
64
Section 13.10
Integration; Binding Effect; Survival of Terms
64
Section 13.11
Counterparts; Severability; Section References
65
Section 13.12
Characterization
65
Section 13.13
Amendment and Restatement
65
Section 13.14
Ratification by Performance Guarantor
66
Section 13.15
Federal Reserve; Etc.
66
Section 13.16
Patriot Act
66
Section 13.17
Defaulted Receivables
67
Section 13.18
Excluded Receivables
68
iii
Exhibits
and Schedules
Exhibit I
Definitions
Exhibit II
Form of Purchase Notice
Exhibit III
Places of Business of the Seller Parties; Locations
of Records
Exhibit IV
Form of Compliance Certificate
Exhibit V
Form of Collection Account Agreement
Exhibit VI
Form of Settlement Report
Exhibit VII
Form of Assumption Agreement
Exhibit VIII
Form of Transfer Supplement
Exhibit IX
Form of Second Amended and Restated Performance Undertaking
Exhibit X
List of Responsible Officers
Exhibit XI
Form of Interim Settlement Report
Exhibit XII
Form of Reduction Notice
Exhibit XIII
Form of Legend
Exhibit XIV
Form of Purchase Limit Increase Request
Exhibit XV
Form of Purchase Limit Decrease Request
Exhibit XVI
Form of Accordion Confirmation
Exhibit XVII
Form of Excluded Obligor Request
Schedule A
Closing Documents
iv
AMENDED
AND RESTATED RECEIVABLES PURCHASE AGREEMENT
THIS AMENDED
AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of April 29, 2010 is entered into by and among:
(a) AmeriSource
Receivables Financial Corporation, a Delaware corporation (“Seller”),
(b) AmerisourceBergen
Drug Corporation, a Delaware corporation (“ABDC”), as initial Servicer (the Servicer together with Seller,
the “Seller Parties” and each, a “Seller Party”),
(c) the
various Purchaser Groups from time to time party hereto, and
(d) MUFG
Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), as administrator for each Purchaser Group (together with its successors
and assigns in such capacity, the “Administrator”).
Unless defined elsewhere herein, capitalized terms used in this
Agreement shall have the meanings assigned to such terms in Exhibit I.
PRELIMINARY STATEMENTS
1. Seller
desires to transfer and assign Receivable Interests from time to time.
2. The
Purchasers desire to purchase Receivable Interests from Seller from time to time.
3. MUFG
Bank, Ltd., has been requested and is willing to act as Administrator on behalf of the Purchasers and their assigns in accordance
with the terms hereof.
4. The
Seller, the Servicer, the Purchaser Agents and Purchasers party hereto and the Administrator have previously entered into that certain
Receivables Purchase Agreement, dated as of July 10, 2003 (as amended, restated, supplemented or otherwise modified through the
date hereof, the “Original Agreement”).
5. The
parties hereto desire to amend and restate the Original Agreement on the terms and conditions set forth herein.
In consideration of the mutual
agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
ARTICLE I.
PURCHASE
ARRANGEMENTS
Section 1.1 Purchase
Facility.
(a) Upon
the terms and subject to the conditions of this Agreement (including, without limitation, Article VI), from time to time
prior to the applicable Facility Termination Date, Seller may request that the Uncommitted Purchasers, or, if an Uncommitted Purchaser
(in its sole discretion) denies such request or is unable to fund (in which case it shall provide notice of such denial or inability
to the Seller, the Administrator and its Purchaser Agent), request that the Related Committed Purchasers, purchase from Seller undivided
ownership interests in the Receivables and the associated Related Security and Collections (which interest shall be held by the Administrator
on behalf of the applicable Purchasers). Each Uncommitted Purchaser may (in its sole discretion), and each Related Committed Purchaser
severally hereby agrees to, make Incremental Purchases, on the terms and subject to the conditions hereof before the applicable Facility
Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Incremental Purchase requested pursuant
to Section 1.2 (and, in the case of each Related Committed Purchaser, its Commitment Percentage of its Purchaser Group’s
Ratable Share of such Purchase); provided that no Purchase shall be made by any Purchaser if, after giving effect thereto,
either (i) if such Purchaser is a Related Committed Purchaser, such Purchaser’s aggregate Invested Amount would exceed its
Available Commitment, (ii) the Group Invested Amount would exceed the Group Commitment for such Purchaser’s Purchaser Group,
or (iii) the aggregate of the Receivable Interests would exceed 100%. It is the intent of the Conduit Purchasers to fund any Purchases
hereunder through the issuance of Commercial Paper. If for any reason any Conduit Purchaser is unable, or determines that it is undesirable,
to issue Commercial Paper to fund or maintain its investment in the Receivable Interests, or is unable for any reason to repay such Commercial
Paper upon the maturity thereof, such Conduit Purchaser may avail itself of a Liquidity Funding to the extent available. If any Purchaser
funds or refinances its investment in a Receivable Interest through any means other than the issuance of Commercial Paper, in lieu of
paying CP Costs on the Invested Amount pursuant to Article III hereof, Seller will pay Yield thereon at the applicable Yield
Rate in accordance with Article IV hereof. Nothing herein shall be deemed to constitute a commitment of any Conduit Purchaser
to issue Commercial Paper.
(b) Seller
may:
(X) upon at least
10 Business Days’ prior written notice in substantially the form of Exhibit XIV hereto (a “Purchase Limit
Increase Request”) to the Administrator and each Purchaser Agent, request that each Purchaser Group increase its respective
existing Group Commitment; provided that:
(i) such requested
increase shall be in an amount not less than $50,000,000 in the aggregate and the Purchase Limit after giving effect to such increases
shall not exceed the sum of (A) the Non-Accordion Purchase Limit and (B) $500,000,0001,000,000,000
without the prior written consent of all Purchaser Agents,
(ii) each
Purchaser Agent (on behalf of the related Purchaser Group) shall, in its sole discretion, make a determination whether or not to grant
any request to increase its Purchaser Group’s Group Commitment under this clause (b) and shall notify the Seller
and the Administrator in writing of such determination within seven (7) Business Days of receipt of a Purchase Limit Increase Request;
provided that if any Purchaser Agent fails to so notify the Seller or the Administrator, the applicable Purchasers shall be deemed to
have refused to consent to such Purchase Limit Increase Request,
2
(iii) the
Seller’s request for the increases in the respective Group Commitments of the Purchaser Groups shall be ratable with respect to
each such Purchaser Group (according to the then existing Group Commitments of all such Purchaser Groups), and if Purchaser Groups holding
less than 100% of the aggregate Group Commitments of all Purchaser Groups consent to such increase in their respective Group Commitment,
the Seller may request increases in the Group Commitments of the Purchaser Groups who have consented (any such Purchaser Group, an “Increasing
Purchaser Group”) (by written notice to the Purchaser Agents for the Increasing Purchaser Groups), on a ratable basis (based
on the then existing Group Commitments of all such Increasing Purchaser Groups), unless otherwise consented to in writing by all the
Purchaser Agents for such Increasing Purchaser Groups and at the sole discretion of the Purchaser Agents for each such Increasing Purchaser
Group,
(iv) notwithstanding
anything herein to the contrary, (A) to the extent the Aggregate Invested Amount is at any time equal to or less than the Non-Accordion
Purchase Limit, all Incremental Purchases shall be made during such time ratably according to each Purchaser’s Ratable Share of
the Non-Accordion Purchase Limit prior to giving effect to any increases under this clause (b) and (B) so long as the
Aggregate Invested Amount is greater than the Non-Accordion Purchase Limit, all Incremental Purchases with respect to the Accordion Purchase
Limit shall be made ratably according to each Purchaser’s Accordion Ratable Share of the Accordion Purchase Limit,
(v) [reserved],
and
(vi) the Seller
shall (and shall cause the Servicer to) deliver all documents, instruments, reports, opinions and agreements as the Administrator and
any Purchaser Agent may reasonably request in connection with making a determination as to whether or not to grant any request under
this clause (b), including, on or prior to the effectiveness of any increase pursuant to this clause (b), a confirmation
regarding such increase for each Increasing Purchaser Group, substantially in the form of Exhibit XVI hereto (an “Accordion
Confirmation”) and executed by the Seller, the Servicer, the Administrator and the Purchaser Agent for each such Increasing
Purchaser Group, an executed copy of which shall be circulated to each Purchaser Agent by the Administrator, or
(Y) upon at
least 2 Business Days’ prior written notice in substantially the form of Exhibit XV hereto (a “Purchase
Limit Decrease Notice”) to the Administrator and each Purchaser Agent, the Seller may request a reduction in the Purchase
Limit to an amount no less than the Non-Accordion Purchase Limit (ratably, based on such Purchaser Group’s Accordion Invested Amount
after giving effect to any increases under this clause (b)) and such decrease shall be in an amount not less than $50,000,000
in the aggregate, and, if the Aggregate Invested Amount would exceed the Purchase Limit after giving effect to such optional reduction
pursuant to this clause (b), the Seller shall pay to each Purchaser Agent for the benefit of the related Purchasers immediately
upon such optional reduction an amount to be applied to reduce the Aggregate Invested Amount (ratably, according to each Purchaser’s
aggregate Accordion Invested Amount), such that after giving effect to such payment, the Aggregate Invested Amount is equal to the Purchase
Limit.
3
(c) Seller
may, upon at least 15 days’ notice to the Administrator (which shall promptly forward a copy to each Purchaser Agent), terminate
the purchase facility in whole or reduce, in whole or in part, the unused portion of the Purchase Limit (but not below the amount which
would cause the Group Invested Amount of any Purchaser Group to exceed its Group Commitment (after giving effect to such reduction) and,
unless terminated in whole, not below $100,000,000); provided that each partial reduction of the Purchase Limit shall be
in an amount equal to $10,000,000 (or a larger integral multiple of $1,000,000 if in excess thereof). Such reduction shall, unless otherwise
agreed to in writing by the Seller, the Administrator and each Purchaser Agent be applied ratably to reduce the Group Commitment of each
Purchaser Group; provided that if the Seller requests such reduction or termination and the Purchase Limit is then greater
than the Non-Accordion Purchase Limit, the Purchase Limit shall first be reduced to equal the Non-Accordion Purchase Limit in accordance
with Section 1.1(b) prior to effecting any reduction or termination under this clause (c).
(d) If
any Purchaser is a Defaulting Purchaser, then the Seller may, at its sole expense and effort, upon not less than five Business Days’
prior notice to such Defaulting Purchaser, the related Defaulting Purchaser Group, the Administrator and each Purchaser Agent, (i) join
a new Purchaser Group to the Agreement and require the Defaulting Purchaser Group to assign and delegate, without recourse, all of their
respective interests, rights and obligations under this Agreement and the related Transaction Documents to such new Purchaser Group (and
in accordance with and subject to the terms and provisions set forth in this Agreement, including, without limitation Article XII
hereof); provided, that, in connection with such assignment, such Defaulting Purchaser Group shall have received an amount
equal to the outstanding principal of its Invested Amount, accrued interest thereon, accrued fees and all other amounts payable to it
hereunder and under the other Transaction Documents from the assignees (to the extent of such outstanding principal and accrued interest
and fees) or the Seller (in the case of all other amounts) (the “Defaulting Purchaser Group Payoff Amount”)
or (ii) declare the Facility Termination Date for such Defaulting Purchaser Group to have occurred, whereupon each Purchaser in
such Defaulting Purchaser Group shall be an Exiting Purchaser for all purposes hereunder. Upon the effectiveness of any such assignment
contemplated in clause (i) above, the members of the Defaulting Purchaser Group shall cease to be parties to this Agreement
and shall have no further rights, obligations or interest under the Transaction Documents (other than any rights, obligations or interests
that by their terms expressly survive any termination thereof). The Defaulting Purchaser Group’s receipt of payment in full of
the Defaulting Purchaser Group Payoff Amount in connection with any such assignment contemplated in clause (i) above will
constitute payment in full and satisfaction in full of all of the Seller’s obligations to the Defaulting Purchaser Group under
the Transaction Documents (other than with respect to the indemnification and other liabilities and obligations which by their terms
expressly survive any termination thereof).
4
(e) If,
prior to the date of any assignment contemplated by clause (d)(i) above or declared Facility Termination Date contemplated
by clause (d)(ii) above, a Defaulting Purchaser (i) makes the Incremental Purchase the prior failure of which to make
caused such Purchaser to become a Defaulting Purchaser or (ii) the Administrator, each Purchaser Agent and the Seller agree in writing
in their discretion that such Purchaser should no longer be deemed a Defaulting Purchaser, the Administrator will, in either case, so
notify the parties hereto, and, upon the date of such Incremental Purchase or the effective date specified in such notice and subject
to any conditions set forth therein, such Defaulting Purchaser shall cease to be a Defaulting Purchaser and its related Defaulting Purchaser
Group shall cease to be a Defaulting Purchaser Group.
Section 1.2 Incremental
Purchases. Seller shall provide the Administrator and each Purchaser Agent with at least one (1) Business Day’s prior
written notice in a form set forth as Exhibit II hereto of each Incremental Purchase (each, a “Purchase Notice”)
by 12:00 noon (New York time) on the Business Day prior to the Purchase Date. Each Purchase Notice shall be subject to Section 6.2
hereof and, except as set forth below, shall be irrevocable and shall specify the requested Purchase Price (which shall not be less than
$500,000, or a larger integral multiple of $100,000, with respect to each Purchaser Group) and the Purchase Date. Following receipt of
a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Purchaser will fund the requested Incremental
Purchase. If such Uncommitted Purchaser (in its sole discretion) elects not to fund an Incremental Purchase, the Incremental Purchase
shall be funded ratably by its Related Committed Purchasers (in accordance with such Related Committed Purchasers’ Available Commitments).
On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable
Purchaser shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount
equal to such Purchaser’s portion (based on each Purchaser Group’s Ratable Share and, if applicable, such Purchaser’s
Available Commitment) of the requested Purchase Price.
Section 1.3 Decreases.
Seller shall provide the Administrator and each Purchaser Agent with prior written irrevocable notice in the form set forth as Exhibit XII
hereto (a “Reduction Notice”) of any proposed reduction of Aggregate Invested Amount at least one Business
Day prior to any such proposed reduction. Such Reduction Notice shall designate (i) the date (the “Proposed Reduction
Date”) upon which any such reduction of Aggregate Invested Amount shall occur, and (ii) the amount of Aggregate Invested
Amount to be reduced (the “Aggregate Reduction”) which shall be applied to all Receivable Interests (ratably,
according to each Purchaser’s aggregate Invested Amount).
Section 1.4 Deemed
Collections; Purchase Limit.
(a) If
on any day:
(i) the
Outstanding Balance of any Receivable is reduced or cancelled as a result of any credit issued for returned or repossessed goods, any
shortages, any pricing adjustment, any volume rebate or any other allowance, adjustment or deduction by any Originator or any Affiliate
thereof, or as a result of any governmental or regulatory action, or
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(ii) the
Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff or disputed item in respect of any claim by the
Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or
(iii) the
Outstanding Balance of any Receivable is reduced on account of the obligation of any Originator or any Affiliate thereof to pay to the
related Obligor any rebate or refund, or
(iv) the
Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Settlement
Report (for any reason other than receipt of Collections or such Receivable becoming a Defaulted Receivable), or
(v) any
of the representations or warranties of Seller with respect to any Receivable set forth in Article V were not true when made,
then, on such day, Seller shall be deemed to
have received a Collection of such Receivable (A) in the case of clauses (i) through (iv) above, in the
amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating
such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of
such Receivable and, not later than one (1) Business Day thereafter shall pay to the Collection Account the amount of any such Collection
deemed to have been received in the same manner as actual cash collections are distributed under the terms of this Agreement.
(b) Seller
shall ensure that the Aggregate Invested Amount at no time exceeds the Purchase Limit. If at any time the Aggregate Invested Amount exceeds
the Purchase Limit, Seller shall pay to each Purchaser Agent for the benefit of the related Purchasers immediately an amount to be applied
to reduce the Aggregate Invested Amount (ratably, according to each Purchaser’s aggregate Invested Amount), such that after giving
effect to such payment the Aggregate Invested Amount is less than or equal to the Purchase Limit.
(c) Seller
shall also ensure that the aggregate of the Receivable Interests shall at no time exceed 100%. If the aggregate of the Receivable Interests
exceeds 100%, Seller shall pay to each Purchaser Agent for the benefit of the related Purchasers on or before the next Business Day an
amount to be applied to reduce the Aggregate Invested Amount (ratably, according to each Purchaser’s aggregate Invested Amount),
such that after giving effect to such payment the aggregate of the Receivable Interests equals or is less than 100%.
Section 1.5 Payment
Requirements and Computations. All amounts to be paid or deposited by any Seller Party pursuant to any provision of this Agreement
shall be paid or deposited in accordance with the terms hereof no later than 2:00 p.m. (New York time) on the day when due in immediately
available funds, and if not received before 2:00 p.m. (New York time) shall be deemed to be received on the next succeeding Business
Day. If such amounts are payable to or for the account of any Purchaser, such amounts shall be paid to the account from time to time
specified by the related Purchaser Agent to the Seller and the Servicer. All computations of CP Costs, Yield, per annum fees calculated
as part of any CP Costs, per annum fees hereunder and per annum fees under the Fee Letters shall be made on the basis of
a year of 360 days for the actual number of days elapsed. If any amount hereunder shall be payable on a day which is not a Business Day,
such amount shall be payable on the next succeeding Business Day. Notwithstanding anything herein or in any Fee Letter to the contrary,
“Unused Fees” shall not accrue with respect to any Defaulting Purchaser on any day such Purchaser is a Defaulting Purchaser
pursuant to clause (i) of the definition thereof (without prejudice to the rights of any Purchasers other than such Defaulting
Purchaser in respect of such “Unused Fees”); for the avoidance of doubt, (a) “Unused Fees” shall accrue
with respect to any Defaulting Purchaser that is a Defaulting Purchaser solely pursuant to clause (ii) of the definition
thereof, and (b) any “Unused Fees” that have accrued under any Fee Letter with respect to a Defaulting Purchaser prior
to the date such Purchaser became a Defaulting Purchaser pursuant to clause (i) of the definition thereof shall be payable
as and when required in accordance with the terms thereof.
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Section 1.6 [Reserved].
Section 1.7 Sharing
of Payments, etc. If any Uncommitted Purchaser or any Related Committed Purchaser (for purpose of this Section 1.7
only, a “Recipient”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any
right of setoff, or otherwise) on account of any interest in the Receivable Interest owned by it in excess of its ratable share thereof,
such Recipient shall forthwith purchase from the Uncommitted Purchasers and/or the Related Committed Purchasers entitled to a share of
such amount participations in the percentage interests owned by such Persons as shall be necessary to cause such Recipient to share the
excess payment ratably with each such other Person entitled thereto; provided, however, that if all or any portion
of such excess payment is thereafter recovered from such Recipient, such purchase from each such other Person shall be rescinded and
each such other Person shall repay to the Recipient the purchase price paid by such Recipient for such participation to the extent of
such recovery, together with an amount equal to such other Person’s ratable share (according to the proportion of (a) the
amount of such other Person’s required payment to (b) the total amount so recovered from the Recipient) of any interest or
other amount paid or payable by the Recipient in respect of the total amount so recovered.
ARTICLE II.
PAYMENTS
AND COLLECTIONS
Section 2.1 Payments
of Recourse Obligations. Seller hereby promises to pay the following (collectively, the “Recourse Obligations”):
(a) all
amounts due and owing under Section 1.3 or 1.4 on the dates specified therein;
(b) the
fees set forth in the Fee Letters on the dates specified therein;
(c) all
accrued and unpaid Yield on the Receivable Interests accruing Yield at the Yield Rate on each Settlement Date applicable thereto;
(d) [Reserved];
(e) all
accrued and unpaid CP Costs on the Receivable Interests funded with Commercial Paper on each Settlement Date; and
(f) all
Broken Funding Costs and all amounts due and owing under Article X, including, Indemnified Amounts, in each case, upon
demand.
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Section 2.2 Collections
Prior to the Final Facility Termination Date.
(a) Prior
to the Final Facility Termination Date, any Deemed Collections received by the Servicer and the Purchasers’ Portion of any Collections
received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids
or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior
to the Final Facility Termination Date, Seller hereby requests and each Purchaser (other than any Exiting Purchasers) hereby agrees to
make, simultaneously with such receipt, a reinvestment (each, a “Reinvestment”) with the Purchasers’
Portion of the balance of each and every Collection received by the Servicer such that after giving effect to such Reinvestment, the
Invested Amount of the Receivable Interests of each Purchaser (other than an Exiting Purchaser) immediately after such receipt and corresponding
Reinvestment shall be equal to the amount of such Invested Amounts immediately prior to such receipt.
(b) On
each Settlement Date prior to the Final Facility Termination Date, the Servicer shall remit to each Purchaser Agent for the benefit of
its Purchaser Group (or, if applicable, to the Administrator for its own benefit) the amounts set aside during the preceding Calculation
Period that have not been subject to a Reinvestment and (after deduction of its Servicing Fee) apply such amounts (if not previously
paid in accordance with Section 2.1) to the Aggregate Unpaids in the order specified:
first,
ratably to the payment of all accrued and unpaid CP Costs, Yield and Broken Funding Costs (if any) that are then due and owing,
second,
ratably to the payment of all accrued and unpaid fees under the Fee Letters (if any) that are then due and owing,
third,
to the ratable reduction of the aggregate Invested Amount of each Exiting Purchaser,
fourth,
if required under Section 1.1( b)(v)(B), 1.3 or 1.4, first, to the reduction of the aggregate Accordion Invested
Amount (ratably according to each Purchaser’s Accordion Invested Amount until such amount is reduced to zero) and second, to the
ratable reduction of the Aggregate Invested Amount (in each case, after giving effect to the amounts, if any, distributed pursuant to
clause third above),
fifth,
for the ratable payment of all other unpaid Recourse Obligations, if any, that are then due and owing, and
sixth,
the balance, if any, to Seller or otherwise in accordance with Seller’s instructions.
Section 2.3 Collections
on the Final Facility Termination Date. On the Final Facility Termination Date and on each day thereafter, the Servicer shall set
aside and hold in trust, for the Secured Parties, all Collections received on each such day. On and after the Final Facility Termination
Date, the Servicer shall, on each Settlement Date and on each other Business Day specified by the Administrator (after deduction of any
accrued and unpaid Servicing Fee as of such date): (i) remit to each Purchaser Agent for the benefit of its Purchaser Group (or,
if applicable, to the Administrator for its own benefit) the amounts set aside pursuant to the preceding two sentences, and (ii) apply
such amounts to reduce the Aggregate Unpaids as follows:
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first,
to the reimbursement of the Administrator’s and each Purchaser Agent’s costs of collection and enforcement of this Agreement,
second,
ratably to the payment of all accrued and unpaid CP Costs, Yield and Broken Funding Costs,
third,
ratably to the payment of all accrued and unpaid fees under the Fee Letters,
fourth,
to the ratable reduction of Aggregate Invested Amount,
fifth,
for the ratable payment of all other Aggregate Unpaids, and
sixth,
after the Final Payout Date, to Seller.
Section 2.4 Payment
Rescission. No payment of any of the Aggregate Unpaids shall be considered paid or applied hereunder to the extent that, at any time,
all or any portion of such payment or application is rescinded by application of law or judicial authority, or must otherwise be returned
or refunded for any reason. Seller shall remain obligated for the amount of any payment or application so rescinded, returned or refunded,
and shall promptly pay to the applicable Purchaser Agent (for application to the Person or Persons who suffered such rescission, return
or refund) the full amount thereof, plus interest thereon at the Default Rate from the date of any such rescission, return or refunding.
Section 2.5 Clean
Up Call. In addition to Seller’s rights pursuant to Section 1.3, Seller shall have the right (after providing the
Administrator and each Purchaser Agent with at least two (2) Business Days prior notice), at any time following the reduction of
the Aggregate Invested Amount to a level that is less than 10.0% of the original Purchase Limit, to repurchase all, but not less than
all, of the then outstanding Receivable Interests plus any Broken Funding Costs. The purchase price in respect thereof shall be an amount
equal to the Aggregate Unpaids through the date of such repurchase, payable in immediately available funds in accordance with Section 2.3.
Such repurchase shall be without representation, warranty or recourse of any kind by, on the part of, or against any Purchaser, any Purchaser
Agent or the Administrator.
ARTICLE III.
COMMERCIAL
PAPER FUNDING
Section 3.1 CP
Costs. Seller shall pay CP Costs with respect to the Invested Amount of all Receivable Interests funded through the issuance of Commercial
Paper or otherwise funded by Reliant Trust.
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Section 3.2 Calculation
of CP Costs. On each Business Day, each Purchaser (or the applicable Purchaser Agent on its behalf) shall calculate the aggregate
amount of CP Costs applicable to its Receivable Interests accrued through the end of the preceding Business Day and shall notify Seller
of such aggregate amount; provided, however, if any Conduit Purchaser is unable or unwilling to make such daily
calculation, such Conduit Purchaser (or the applicable Purchaser Agent on its behalf) shall only be required to notify the Seller on
the first Business Day of each calendar week with respect to the applicable CP Costs for each Business day in the preceding week.
Section 3.3 CP
Costs Payments. On each Settlement Date, Seller shall pay to the applicable Purchaser Agent (for the benefit of the related Conduit
Purchaser) an aggregate amount equal to all accrued and unpaid CP Costs in respect of the portion of the Invested Amounts of all Receivable
Interests funded by such Conduit Purchaser with Commercial Paper or otherwise funded by Reliant Trust for the Calculation Period then
most recently ended in accordance with Article II.
Section 3.4 Default
Rate. From and after the occurrence of an Amortization Event, all Receivable Interests shall accrue Yield at the Default Rate.
ARTICLE IV.
Bank
Rate Fundings
Section 4.1 Bank
Rate Fundings.
(a) Prior
to the occurrence of an Amortization Event, the portion of outstanding Invested Amount of each Receivable Interest funded with Bank Rate
Fundings shall accrue Yield for each day during its Interest Period at the applicable Yield Rate in accordance with the terms and conditions
hereof. If any undivided interest in a Receivable Interest initially funded with Commercial Paper is sold (or otherwise participated)
to the Liquidity Providers pursuant to a Liquidity Agreement, such undivided interest in such Receivable Interest shall be deemed to
have an Interest Period commencing on the date of such sale.
(b) In
connection with the use or administration of Daily One Month Term SOFR, the Administrator will have the right to make Conforming Changes
from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing
such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other
Transaction Document. The Administrator will promptly notify the Seller and the Purchaser Agents of the effectiveness of any Conforming
Changes in connection with the use or administration of Daily One Month Term SOFR.
Section 4.2 Yield
Payments. On the Settlement Date for each Receivable Interest that is funded with a Bank Rate Funding, Seller shall pay to each applicable
Purchaser Agent (for the benefit of its Purchaser Group) an aggregate amount equal to the accrued and unpaid Yield thereon for the entire
Interest Period of each related Bank Rate Funding in accordance with Article II.
Section 4.3 [Reserved].
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Section 4.4 Inability
to Determine Rates; Change in Legality.
(a) Subject
to Section 4.6, if, on any day with respect to any Daily One Month Term SOFR Invested Amounts:
(i) the
Administrator determines (which determination shall be conclusive and binding absent manifest error) that “Daily One Month Term
SOFR” cannot be determined pursuant to the definition thereof, or
(ii) the
Required Purchaser Agents determine that for any reason in connection with any request for Daily One Month Term SOFR Invested
Amounts or a conversion thereto or a continuation thereof that Daily One Month Term SOFR for any day with respect to Daily One Month
Term SOFR Invested Amounts does not adequately and fairly reflect the cost to the applicable Purchasers of funding such Purchase,
and the Required Purchaser Agents have provided notice of such determination to the Administrator, the Administrator will promptly
so notify the Seller and each Purchaser.
Upon
notice thereof by the Administrator to the Seller, any obligation of the Purchasers to fund Daily One Month Term SOFR Invested Amounts,
and any right of the Seller to continue Daily One Month Term SOFR Invested Amounts or to convert Base Rate Invested Amounts to Daily
One Month Term SOFR Invested Amounts, shall be suspended (to the extent of the affected Daily One Month Term SOFR Invested Amounts) until
the Administrator (with respect to clause (ii), at the instruction of the Required Purchaser Agents) revokes such notice. Upon
receipt of such notice, (i) the Seller may revoke any pending request for a borrowing of, conversion to or continuation of Daily
One Month Term SOFR Invested Amounts (to the extent of the affected Daily One Month Term SOFR Invested Amounts) or, failing that, the
Seller will be deemed to have converted any such request into a request for a Purchase of or conversion to Base Rate Invested Amounts
in the amount specified therein and (ii) any outstanding affected Daily One Month Term SOFR Invested Amounts will be deemed to have
been converted into Base Rate Invested Amounts on such day. Upon any such conversion, the Seller shall also pay accrued interest on the
amount so converted. Subject to Section 4.6, if the Administrator determines (which determination shall be conclusive and
binding absent manifest error) that “Daily One Month Term SOFR” cannot be determined pursuant to the definition thereof on
any given day, the interest rate on Base Rate Invested Amounts shall be determined by the Administrator by reference to clause (a)(ii) of
the definition of “Alternate Base Rate” until the Administrator revokes such determination.
(b) If
any Purchaser determines that any Change in Law has made it unlawful, or that any Official Body has asserted that it is unlawful, for
any Purchaser or its applicable lending office to make, maintain or fund Purchases whose interest is determined by reference to SOFR,
the Term SOFR Reference Rate or Daily One Month Term SOFR, or to determine or charge interest rates based upon SOFR, the Term SOFR Reference
Rate or Daily One Month Term SOFR, then, upon notice thereof by such Purchaser to the Seller (through the Administrator), (a) any
obligation of the Purchasers to fund Daily One Month Term SOFR Invested Amounts, and any right of the Seller to continue Daily One Month
Term SOFR Invested Amounts or to convert Base Rate Invested Amounts to Daily One Month Term SOFR Invested Amounts, shall be suspended,
and (b) the interest rate on which Base Rate Invested Amounts shall, if necessary to avoid such illegality, be determined by the
Administrator by reference to clause (a)(ii) of the definition of “Alternate Base Rate”, in each case until such
Purchaser notifies the Administrator and the Seller that the circumstances giving rise to such determination no longer exist. Upon receipt
of such notice, (i) the Seller shall, if necessary to avoid such illegality, upon demand from any Purchaser (with a copy to the
Administrator), prepay or, if applicable, convert all Daily One Month Term SOFR Invested Amounts to Base Rate Invested Amounts (the interest
rate on which Base Rate Invested Amounts of such Purchaser shall, if necessary to avoid such illegality, be determined by the Administrator
by reference to clause (a)(ii) of the definition of “Alternate Base Rate”) immediately, and (ii) if necessary
to avoid such illegality, the Administrator shall during the period of such suspension compute the Alternate Base Rate by reference to
clause (a)(ii) of the definition of “Alternate Base Rate,” in each case until the Administrator is advised in
writing by each affected Purchaser that it is no longer illegal for such Purchaser to determine or charge interest rates based upon SOFR,
the Term SOFR Reference Rate, Daily One Month Term SOFR or Term SOFR. Upon any such prepayment or conversion, the Seller shall also pay
accrued interest on the amount so prepaid or converted.
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Section 4.5 Default
Rate. From and after the occurrence of an Amortization Event, all Bank Rate Fundings shall accrue Yield at the Default Rate.
Section 4.6 Benchmark
Replacement Setting.
(a) Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Transaction Document, upon the occurrence of a Benchmark
Transition Event, the Administrator and the Seller may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement.
Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth
(5th) Business Day after the Administrator has posted such proposed amendment to all affected Purchasers and the Seller so
long as the Administrator has not received, by such time, written notice of objection to such amendment from the Required Purchaser Agents.
No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 4.6(a) will occur prior to the applicable
Benchmark Transition Start Date.
(b) Benchmark
Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement,
the Administrator will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein
or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action
or consent of any other party to this Agreement or any other Transaction Document.
(c) Notices;
Standards for Decisions and Determinations. The Administrator will promptly notify the Seller and the Purchasers of (i) the
implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration,
adoption or implementation of a Benchmark Replacement. The Administrator will promptly notify the Seller of (x) the removal or reinstatement
of any tenor of a Benchmark pursuant to clause (d) below and (y) the commencement or conclusion of any Benchmark Unavailability
Period. Any determination, decision or election that may be made by the Administrator or, if applicable, any Purchaser (or group of Purchasers)
pursuant to this Section 4.6, including any determination with respect to a tenor, rate or adjustment or of the occurrence
or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will
be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party
to this Agreement or any other Transaction Document, except, in each case, as expressly required pursuant to this Section 4.6.
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(d) Unavailability
of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Transaction Document, at any time (including
in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the
Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service
that publishes such rate from time to time as selected by the Administrator in its reasonable discretion or (B) the regulatory supervisor
for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such
Benchmark is not or will not be representative, then the Administrator may modify the definition of “Interest Period” (or
any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative
tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on
a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an
announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrator
may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or
after such time to reinstate such previously removed tenor.
(e) Benchmark
Unavailability Period. Upon the Seller's receipt of notice of the commencement of a Benchmark Unavailability Period (i) the
Seller may revoke any pending request for a Daily One Month Term SOFR Invested Amounts, conversion to or continuation of Daily One Month
Term SOFR Invested Amounts to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Seller
will be deemed to have converted any such request into a request for a Purchase of or conversion to Base Rate Invested Amounts, and (ii) any
outstanding affected Daily One Month Term SOFR Invested Amounts will be deemed to have been converted into Base Rate Invested Amounts.
During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the
component of the Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not
be used in any determination of the Alternate Base Rate.
(f) Rates.
The Administrator does not warrant or accept responsibility for, and shall not have any liability to the Seller hereunder, or otherwise
for, any loss, damage or claim arising from or relating to (a) the continuation of, administration of, submission of, calculation
of or any other matter related to the Alternate Base Rate, the Term SOFR Reference Rate, or Daily One Month Term SOFR or any component
definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including
any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate
(including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume
or liquidity as, the Alternate Base Rate, the Term SOFR Reference Rate, Daily One Month Term SOFR or any other Benchmark prior to its
discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrator
and its affiliates or other related entities may engage in transactions that affect the calculation of the Alternate Base Rate, the Term
SOFR Reference Rate, Daily One Month Term SOFR or any alternative, successor or replacement rate (including any Benchmark Replacement)
or any relevant adjustments thereto, in each case, in a manner adverse to the Seller. The Administrator may select information sources
or services in its reasonable discretion to ascertain the Alternate Base Rate, the Term SOFR Reference Rate, Daily One Month Term SOFR
or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Seller, any Purchaser
or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages,
costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any
such rate (or component thereof) provided by any such information source or service.
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(g) Certain
Defined Terms. As used in this Section 4.6:
“Available
Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if
such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length
of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to
such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated
with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt,
any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (d) of
this Section 4.6.
“Benchmark”
means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the
Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the
extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (a) of this Section 4.6.
“Benchmark
Replacement” means with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark
rate that has been selected by the Administrator and the Seller giving due consideration to (i) any selection or recommendation
of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving
or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated
syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark
Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes
of this Agreement and the other Transaction Documents.
“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted
Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive
or negative value or zero) that has been selected by the Administrator and the Seller giving due consideration to (a) any selection
or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such
Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing
market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.
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“Benchmark
Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:
(1) in the case of clause (1) or
(2) of the definition of “Benchmark Transition Event,” the later
of (a) the date of the public statement or publication of information referenced therein
and (b) the date on which the administrator of such Benchmark (or the published component
used in the calculation thereof) permanently or indefinitely ceases to provide all Available
Tenors of such Benchmark (or such component thereof); or
(2) in the case of clause (3) of
the definition of “Benchmark Transition Event”, the first date on which such
Benchmark (or the published component used in the calculation thereof) has been determined
and announced by the regulatory supervisor for the administrator of such Benchmark (or such
component thereof) to be non-representative; provided that such non-representativeness will
be determined by reference to the most recent statement or publication referenced in such
clause (3) and even if any Available Tenor of such Benchmark (or such component thereof)
continues to be provided on such date;
For the avoidance of doubt, the “Benchmark
Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any
Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of
such Benchmark (or the published component used in the calculation thereof).
“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:
(1) a
public statement or publication of information by or on behalf of the administrator of such
Benchmark (or the published component used in the calculation thereof) announcing that such
administrator has ceased or will cease to provide all Available Tenors of such Benchmark
(or such component thereof), permanently or indefinitely; provided that, at the time
of such statement or publication, there is no successor administrator that will continue
to provide any Available Tenor of such Benchmark (or such component thereof);
(2) a
public statement or publication of information by the regulatory supervisor for the administrator
of such Benchmark (or the published component used in the calculation thereof), the Federal
Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction
over the administrator for such Benchmark (or such component), a resolution authority
with jurisdiction over the administrator for such Benchmark (or such component) or a court
or an entity with similar insolvency or resolution authority over the administrator for such
Benchmark (or such component), which states that the administrator of such Benchmark (or
such component) has ceased or will cease to provide all Available Tenors of such Benchmark
(or such component thereof) permanently or indefinitely; provided that, at the time
of such statement or publication, there is no successor administrator that will continue
to provide any Available Tenor of such Benchmark (or such component thereof); or
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(3) a public statement or publication of
information by the regulatory supervisor for such Benchmark (or the published component used
in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such
component thereof) are not, or as of a specified future date will not be, representative.
For the avoidance of doubt, a “Benchmark
Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information
set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in
the calculation thereof).
“Benchmark
Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable
Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective
event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or
if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement
or publication).
“Benchmark
Unavailability Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date
has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under
any Transaction Document in accordance with this Section 4.6 and (b) ending at the time that a Benchmark Replacement
has replaced the then-current Benchmark for all purposes hereunder and under any Transaction Document in accordance with this Section 4.6.
“Relevant
Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed
or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.
“Unadjusted
Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.
ARTICLE V.
REPRESENTATIONS
AND WARRANTIES
Section 5.1 Representations
and Warranties of the Seller. The Seller hereby represents and warrants to the Administrator, each Purchaser Agent and each Purchaser,
as to itself, as of the date hereof and as of the date of each Incremental Purchase and the date of each Reinvestment that:
(a) Organization
and Qualification. The Seller’s only jurisdiction of organization is correctly set forth in the preamble of this Agreement.
The Seller is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation.
The Seller is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which the ownership of
its properties or the nature of its activities (including transactions giving rise to Receivables), or both, requires it to be so qualified
or, if not so qualified, the failure to so qualify would not have a material adverse effect on its financial condition or results of
operations.
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(b) Authority.
The Seller has the legal power and authority to execute and deliver the Transaction Documents, to make the sales provided for herein
and to perform its obligations under this Agreement and the other Transaction Documents.
(c) Execution
and Binding Effect. Each of the Transaction Documents to which the Seller is a party has been duly and validly executed and delivered
by the Seller and (assuming the due and valid execution and delivery thereof by the other parties thereto), constitutes a legal, valid
and binding obligation of the Seller enforceable in accordance with its terms, except as the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization or other similar Laws of general application relating to or affecting the enforcement of creditors’
rights or by general principles of equity, and will vest absolutely and unconditionally in the Administrator (for the benefit of the
Secured Parties) a valid undivided security interest in the Receivables purported to be assigned thereby, subject to no Liens whatsoever.
Upon the filing of the necessary financing statements under the UCC as in effect in the jurisdiction whose Law governs the perfection
of the Administrator’s (for the benefit of the Secured Parties) ownership and security interests in the Receivables, such interests
will be perfected under Article 9 of such UCC, prior to and enforceable against all creditors of and purchasers from the Seller
and all other Persons whatsoever (other than the Administrator, for the benefit of the Secured Parties, and their successors and assigns).
(d) Authorizations
and Filings. No authorization, consent, approval, license, exemption or other action by, and no registration, qualification, designation,
declaration or filing with, any Official Body is or will be necessary or, in the opinion of the Seller, advisable in connection with
the execution and delivery by the Seller of each of the Transaction Documents to which the Seller is a party, the consummation by the
Seller of the transactions herein or therein contemplated or the performance by the Seller of or the compliance by the Seller with the
terms and conditions hereof or thereof, to ensure the legality, validity or enforceability hereof or thereof, or to ensure that the Administrator
(for the benefit of the Secured Parties) will have an ownership and security interest in and to the Receivables which is perfected and
prior to all other Liens (including competing ownership or security interests), other than the filing of financing statements under the
UCC in the jurisdiction of the Seller’s Location and of each Originator’s Location.
(e) Location
of Chief Executive Office, etc. As of the date hereof: (i) the Seller’s chief executive office is located at the
address for notices set forth on the signature page hereof; (ii) the offices where the Seller keeps all of its Records are
listed on Exhibit III hereto; and (iii) since its incorporation, the Seller has operated only under the names identified
in Exhibit III hereto, and has not changed its name, merged or consolidated with any other corporation or been the subject
of any proceeding under Title 11, United States Code (Bankruptcy), except as disclosed in Exhibit III hereto.
(f) Perfection.
This Agreement is effective to create a valid security interest in favor of the Administrator for the benefit of the Secured Parties
in the Purchased Assets to secure payment of the Aggregate Unpaids, free and clear of any Lien except as created by the Transaction Documents.
There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable
law) of all appropriate jurisdictions to perfect the Administrator’s (on behalf of the Secured Parties) security interest in the
Purchased Assets. Such Seller’s only jurisdiction of organization is Delaware.
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(g) Absence
of Conflicts. Neither the execution and delivery by the Seller of each of the Transaction Documents to which the Seller is a party,
nor the consummation by the Seller of the transactions herein or therein contemplated, nor the performance by the Seller of or the compliance
by the Seller with the terms and conditions hereof or thereof, will (i) violate any Law or (ii) conflict with or result in
a breach of or a default under (A) the certificate of incorporation or by-laws of the Seller or (B) any agreement or instrument,
including, without limitation, any and all indentures, debentures, loans or other agreements to which the Seller is a party or by which
it or any of its properties (now owned or hereafter acquired) may be subject or bound, which would have a material adverse effect on
the financial position or results of operations of the Seller or result in rendering any indebtedness evidenced thereby due and payable
prior to its maturity or result in the creation or imposition of any Lien pursuant to the terms of any such instrument or agreement upon
any property (now owned or hereafter acquired) of the Seller. The Seller has not entered into any agreement with any Obligor prohibiting,
restricting or conditioning the assignment of any portion of the Receivables.
(h) No
Amortization Event. No event has occurred and is continuing and no condition exists which constitutes an Amortization Event.
(i) Accurate
and Complete Disclosure. No information furnished by the Seller to the Administrator, any Purchaser Agent or any Purchaser pursuant
to or in connection with this Agreement or any transaction contemplated hereby is false or misleading in any material respect as of the
date as of which such information was furnished (including by omission of material information necessary to make such information not
misleading).
(j) No
Proceedings. There are no proceedings or investigations pending, or to the knowledge of the Seller, threatened, before any Official
Body (A) asserting the invalidity of the Transaction Documents, (B) seeking to prevent the consummation of any of the transactions
contemplated by the Transaction Documents, or (C) seeking any determination or ruling that might materially and adversely affect
(i) the performance by either the Seller or the Servicer of its obligations under the Transaction Documents or (ii) the validity
or enforceability of the Transaction Documents, the Contracts or any material amount of the Receivables.
(k) Bulk
Sales Act. No transaction contemplated hereby requires compliance with any bulk sales act or similar law.
(l) Litigation.
As of the Twenty-SecondTwenty-Third
Amendment Date, no injunction, decree or other decision has been issued or made by any Official Body that prevents, and to the knowledge
of the Seller, no threat by any Person has been made to attempt to obtain any such decision that would have a material adverse effect
on, the conduct by the Seller of a significant portion of the Seller’s business operations or any portion of its business operations
affecting the Receivables, and no litigation, investigation or proceeding exists asserting the invalidity of the Transaction Documents,
seeking to prevent the consummation of any of the transactions contemplated by the Transaction Documents, or seeking any determination
or ruling that might materially and adversely affect (A) the performance by either the Seller or the Servicer of its obligations
under the Transaction Documents or (B) the validity or enforceability of the Transaction Documents, the Contracts or any material
amount of the Receivables.
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(m) Margin
Regulations. The use of all funds acquired by the Seller under this Agreement will not conflict with or contravene any of Regulations
T, U and X of the Board of Governors of the Federal Reserve System, as the same may from time to time be amended, supplemented or otherwise
modified.
(n) Taxes.
The Seller has timely filed all United States Federal income tax returns and all other material tax returns which are required to be
filed by it and has paid all taxes due pursuant to such returns and paid or contested any assessment received by the Seller related to
such returns.
(o) Books
and Records. The Seller has indicated on its books and records (including any computer files), that the Receivable Interest in the
Receivables sold by the Seller hereunder is the property of Purchasers. The Seller maintains at, or shall cause the Servicer to maintain
at, one or more of their respective offices listed in Exhibit III hereto the complete Records for the Receivables.
(p) Creditor
Approval. The Seller has obtained from its creditors (i) all approvals necessary to sell and assign the Receivables and (ii) releases
of any security interests in the Receivables.
(q) Financial
Condition. The Seller is not insolvent or the subject of any Event of Bankruptcy and the sale of Receivables on such day will not
be made in contemplation of the occurrence thereof.
(r) Financial
Information. If and when produced in accordance with the terms of this Agreement, the consolidated balance sheet of the Seller as
at the most recent Fiscal Year end and the related statements of income of the Seller for the Fiscal Year then ended, fairly present
the consolidated financial position of the Seller as at such date and the consolidated results of the operations, all in accordance with
GAAP.
(s) Investment
Company, Etc. The Seller is neither (i) an “investment company” or a company “controlled by an investment
company” within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”),
nor (ii) a “covered fund” under Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the applicable
rules and regulations thereunder. In determining that the Seller is not a covered fund, the Seller is entitled to rely on the exemption
from the definition of “investment company” set forth in Section 3(c)(5) of the Investment Company Act.
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(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) [Reserved].
(v) Liquidity
Coverage Ratio. The Seller has not, does not and will not during the term of this Agreement (x) issue any obligations that (A) constitute
asset-backed commercial paper, or (B) are securities required to be registered under the Securities Act of 1933 (the “33
Act”) or that may be offered for sale under Rule 144A or a similar exemption from registration under the 33 Act or the
rules promulgated thereunder, or (y) issue any other debt obligations or equity interests other than the Subordinated Notes
(as defined in the Receivables Sale Agreement) or debt obligations substantially similar to the obligations of the Seller under this
Agreement that are (A) issued to other banks or asset-backed commercial paper conduits in privately negotiated transactions, and
(B) subject to transfer restrictions substantially similar to the transfer restrictions set forth in this Agreement. The Seller
further represents and warrants that its assets and liabilities are consolidated with the assets and liabilities of ABDC for purposes
of GAAP.
(w) Beneficial
Ownership Rule. As of the Thirteenth Amendment Date, the information included in the Certification from Exemption of Beneficial
Owner(s) Information Collection is true and correct in all respects.
(x) Sanctioned
Persons. None of the Seller, any Subsidiary thereof or, to the knowledge of the Seller, any of their respective directors, officers,
agents or employees, is a Sanctioned Person.
(y) Compliance
with Laws and Agreements. The Seller is in compliance with all Laws, regulations and orders of any Official Body applicable to it
or its property and all indentures, agreements and other instruments binding upon it or its property.
Section 5.2 Representations
and Warranties of the Seller With Respect to Each Sale of Receivables. By selling undivided ownership interests in Receivables to
the Purchasers, either by Incremental Purchase or Reinvestment, the Seller represents and warrants to the Administrator, each Purchaser
Agent and each Purchaser as of the date of such sale of an Incremental Purchase or Reinvestment (in addition to its other representations
and warranties contained herein or made pursuant hereto) that:
(a) Purchase
Notice. If such sale relates to an Incremental Purchase, all information set forth on the related Purchase Notice is true and correct
as of the date of such Incremental Purchase.
(b) Assignment.
This Agreement vests in the Administrator, for the benefit of the Secured Parties, all the right, title and interest of the Seller in
and to the Receivable Interest in the Receivables, and the Related Security and Collections with respect thereto, and constitutes a valid
sale of or grant of a security interest in the Receivable Interest, enforceable against all creditors of and purchasers from the Seller.
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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, except as provided herein.
When each of the Purchasers makes a purchase of a Receivable Interest in such Receivable, it shall have acquired and shall continue to
have maintained an undivided percentage ownership interest to the extent of its percentage of the Receivable Interest in such Receivable
and in the Related Security and the Collections with respect thereto free and clear of any Lien, except as provided herein. The Seller
has not and will not prior to the time of the sale of any such interest to the Purchasers have sold, pledged, assigned, transferred or
subjected, and will not thereafter sell, pledge, assign, transfer or subject, to a Lien any of the Receivables, the Related Security
or the Collections, other than the assignment of Receivable Interests therein to the Administrator, for the benefit of the Secured Parties,
in accordance with the terms of this Agreement.
(d) Filings.
On or prior to each Purchase and each recomputation of the Receivable Interest, all financing statements and other documents required
to be recorded or filed in order to perfect and protect the Receivable Interest against all creditors of and purchasers from the Seller
and all other Persons whatsoever will have been duly filed in each filing office necessary for such purpose and all filing fees and taxes,
if any, payable in connection with such filings shall have been paid in full.
(e) Credit
and Collection Policy. The Credit and Collection Policy of the Applicable Originator has been complied with in all material respects
in regard to each Receivable and related Contract.
(f) Collection
Banks, Collection Accounts and Lock-Boxes. The names and addresses of all Collection Banks, together with the numbers of all Collection
Accounts and Lock-Boxes at such Collection Banks and the addresses of all related Collection Accounts and Lock-Boxes, are specified in
the Account Disclosure Letter (or such other Collection Banks, Collection Accounts and Lock Boxes that have been changed or established
in accordance with Section 7.2(g)).
(g) Nature
of Receivables. Each Receivable is, or will be, an eligible asset within the meaning of Rule 3a-7 promulgated under the Investment
Company Act of 1940, as amended from time to time.
(h) Bona
Fide Receivables. Each Receivable is an obligation of an Obligor arising out of a past, current or future sale or performance by
the Applicable Originator, in accordance with the terms of the Contract giving rise to such Receivable. The Seller has no knowledge of
any fact that should have led it to expect at the time of the initial creation of an interest in any Receivable hereunder that such Receivable
would not be paid in full when due except with respect to any Dilution. Each Receivable classified as an “Eligible Receivable”
by the Seller in any document or report delivered hereunder satisfies the requirements of eligibility contained in the definition of
Eligible Receivable.
21
Section 5.3 Representations
and Warranties of Servicer. The Servicer represents and warrants to the Administrator, each Purchaser Agent and each Purchaser on
and as of the date hereof and as of the date of each Incremental Purchase and each Reinvestment after such date:
(a) Organization
and Qualification. The Servicer’s only jurisdiction of organization is in Delaware. The Servicer is a corporation duly organized,
validly existing and in good standing under the Laws of its jurisdiction of incorporation. The Servicer is duly qualified to do business
as a foreign corporation in good standing in each jurisdiction in which the ownership of its properties or the nature of its activities,
or both, requires it to be so qualified or, if not so qualified, the failure to so qualify would not have a material adverse effect on
its financial condition or results of operations.
(b) Authority.
The Servicer has the legal power and authority to execute and deliver this Agreement and to perform its obligations hereunder and thereunder.
(c) Execution
and Binding Effect. This Agreement has been duly and validly executed and delivered by the Servicer and (assuming the due and valid
execution and delivery thereof by the other parties thereto), constitutes a legal, valid and binding obligation of the Servicer enforceable
in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other
similar Laws of general application relating to or affecting the enforcement of creditors’ rights or by general principles of equity,
and will vest absolutely and unconditionally in the Administrator (for the benefit of the Secured Parties) an ownership or security interest
in the Receivables purported to be assigned thereby, subject to no Liens whatsoever. Upon the filing of the necessary financing statements
under the UCC as in effect in the jurisdiction whose Law governs the perfection of the Administrator (for the benefit of the Secured
Parties) ownership or security interests in the Receivables, such interests will be perfected under Article 9 of such UCC, prior
to and enforceable against all creditors of and purchasers from the Seller and all other Persons whatsoever (other than for the Administrator,
for benefit of the Secured Parties, and their successors and assigns).
(d) Authorizations
and Filings. No authorization, consent, approval, license, exemption or other action by, and no registration, qualification, designation,
declaration or filing with, any Official Body is or will be necessary or, in the opinion of the Servicer, advisable in connection with
the execution and delivery by the Servicer of this Agreement, the consummation by the Servicer of the transactions herein or therein
contemplated or the performance by the Servicer of or the compliance by the Servicer with the terms and conditions hereof or thereof,
to ensure the legality, validity or enforceability hereof, or to ensure that the Administrator (for the benefit of the Secured Parties)
will have an ownership and security interest in and to the Receivables which is perfected and prior to all other Liens (including competing
ownership or security interests), other than the filing of financing statements under the UCC in the jurisdictions of each Originator’s
Location and of the Seller’s Location.
22
(e) Absence
of Conflicts. Neither the execution and delivery by the Servicer of this Agreement, nor the consummation by the Servicer of the transactions
herein contemplated, nor the performance by the Servicer of or the compliance by the Servicer with the terms and conditions hereof, will
(i) violate any Law or (ii) conflict with or result in a breach of or a default under (A) the certificate of incorporation
or by-laws of the Servicer or (B) any agreement or instrument, including, without limitation, any and all indentures, debentures,
loans or other agreements to which the Servicer is a party or by which it or any of its properties (now owned or hereafter acquired)
may be subject or bound, which would have a material adverse effect on the financial position or results of operations of the Servicer
or result in rendering any debt in excess of $10,000,000 evidenced thereby due and payable prior to its maturity or result in the creation
or imposition of any Lien pursuant to the terms of any such instrument or agreement upon any property (now owned or hereafter acquired)
of the Servicer. The Servicer has not entered into any agreement with any Obligor prohibiting, restricting or conditioning the assignment
of any portion of the Receivables.
(f) No
Amortization Event. No event has occurred and is continuing and no condition exists which constitutes a Amortization Event.
(g) Accurate
and Complete Disclosure. No information furnished by a Responsible Officer of the Servicer to the Administrator, any Purchaser Agent
or any Purchaser pursuant to or in connection with this Agreement or any transaction contemplated hereby is false or misleading in any
material respect as of the date as of which such information was furnished (including by omission of material information necessary to
make such information not misleading).
(h) No
Proceedings. There are no proceedings or investigations pending, or to the knowledge of the Servicer, threatened, before any Official
Body (A) asserting the invalidity of the Transaction Documents, (B) seeking to prevent the consummation of any of the transactions
contemplated by the Transaction Documents, or (C) seeking any determination or ruling that might materially and adversely affect
(i) the performance by either the Seller or the Servicer of its obligations under this Agreement or (ii) the validity or enforceability
of the Transaction Documents, the Contracts or any material amount of the Receivables.
(i) No
Change in Ability to Perform. Since the date on which the Servicer accepted its duties hereunder, there has been no material adverse
change in the ability of the Servicer to perform its obligations hereunder.
(j) Credit
and Collection Policy. The Credit and Collection Policy has been complied with in all material respects in regard to each Receivable
and related Contract.
(k) Financial
Condition. The consolidated balance sheet of Cencora and its Consolidated Subsidiaries (which shall include the Servicer) as at the
most recent Fiscal Year end and the related statements of income and cash flows of Cencora and its Consolidated Subsidiaries for the
fiscal year then ended, certified by Ernst & Young LLP, independent accountants, or another nationally recognized firm of independent
accountants, are available as a matter of public record. The unaudited consolidated balance sheet of Cencora and its Consolidated Subsidiaries
as at most recent fiscal quarter end and the related unaudited statements of income and cash flows of Cencora and its Consolidated Subsidiaries
for the periods then ended are available as a matter of public record.
23
(l) Litigation.
As of the Twenty-SecondTwenty-Third
Amendment Date, no injunction, decree or other decision has been issued or made by any Official Body that prevents, and to the knowledge
of the Servicer, no threat by any Person has been made to attempt to obtain any such decision that would have a material adverse effect
on, the conduct by the Servicer of a significant portion of its business operations or any portion of its business operations affecting
the Receivables, and no litigation, investigation or proceeding asserting the invalidity of this Agreement, seeking to prevent the consummation
of the transactions contemplated by this Agreement, or seeking any determination or ruling that might materially and adversely affect
(A) the performance of the Servicer of its obligations under this Agreement, or (B) the validity or enforceability of this
Agreement, the Contracts or any material amount of the Receivables.
(m) Insurance.
The Servicer currently maintains insurance with respect to its properties and businesses and causes its Subsidiaries to maintain insurance
with respect to their properties and business against loss or damage of the kinds customarily insured against by corporations engaged
in the same or similar business and similarly situated, of such types and in such amounts as are customarily carried under similar circumstances
by such other corporations including, without limitation, workers’ compensation insurance.
(n) ERISA.
No ERISA Event has occurred that, when taken together with all other such ERISA Events for which liability is reasonably expected to
occur, could reasonably be expected to result in a material adverse effect on the business, financial condition, operations or properties
of Performance Guarantor and ERISA Affiliates taken as a whole. Any excess of the accumulated benefit obligations under one or more Pension
Plans (based on the assumptions used for purposes of Accounting Standards Codification Topic 715) over the fair market value of the assets
of such Pension Plan or Pension Plans is in an amount that could not reasonably be expected, individually or in the aggregate, to result
in a material adverse effect on the business, financial condition, operations or properties of Performance Guarantor and ERISA Affiliates
taken as a whole.
(o) Sanctioned
Persons. None of the Servicer, any Subsidiary thereof or, to the knowledge of the Servicer, any of their respective directors, officers,
agents or employees, is a Sanctioned Person.
(p) Compliance
with Laws and Agreements. The Servicer is in compliance with all Laws, regulations and orders of any Official Body applicable to
it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to
comply, individually or in the aggregate, could not reasonably be expected to result in a material adverse effect on its financial condition
or results of operations.
(q) Securitization.
The facility established by this Agreement and the other Transaction Documents constitutes a “Securitization” and the Seller
constitutes a “Securitization Entity”, in each case, as defined in the Credit Agreement.
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ARTICLE VI.
CONDITIONS
OF PURCHASES
Section 6.1 Conditions
Precedent to Initial Incremental Purchase; Closing Date. The conditions precedent to the initial Incremental Purchase of a Receivable
Interest under the Original Agreement were satisfied on the date on which all of the conditions precedent set forth in Section 6.1
of the Original Agreement were satisfied or waived by the Administrator and each Purchaser Agent. This Agreement shall become effective
on the date hereof (the “Closing Date”), subject to the conditions precedent that (a) the Administrator and each
Purchaser Agent shall have received on or before the date of such Purchase those documents listed on Schedule A and (b) the
Administrator and each Purchaser Agent shall have received all fees and expenses required to be paid on such date pursuant to the terms
of this Agreement and the Fee Letter.
Section 6.2 Conditions
Precedent to All Purchases and Reinvestments. Each Incremental Purchase and each Reinvestment shall be subject to the further conditions
precedent that (a) in the case of each such Purchase: (i) the Servicer shall have delivered to the Administrator and each Purchaser
Agent on or prior to the date of such Purchase, in form and substance satisfactory to the Administrator and each Purchaser Agent, all
Settlement Reports as and when due under Section 8.5 and (ii) upon the Administrator’s or any Purchaser Agent’s
request, the Servicer shall have delivered to the Administrator and each Purchaser Agent at least one (1) Business Day prior to
such Purchase an interim settlement report in substantially the form of Exhibit XI; (b) the Administrator and each Purchaser
Agent shall have received such other documents as it may reasonably request and (c) on each Purchase Date, the following statements
shall be true (and acceptance of the proceeds of such Incremental Purchase or Reinvestment shall be deemed a representation and warranty
by Seller that such statements are then true):
(i) the
representations and warranties set forth in Article V are true and correct on and as of the date of such Incremental Purchase
or Reinvestment as though made on and as of such Purchase Date;
(ii) no
event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that will constitute an Amortization
Event, and no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that would constitute
an Unmatured Amortization Event; and
(iii) after
giving effect to such Incremental Purchase or Reinvestment, the Aggregate Invested Amount will not exceed the Purchase Limit and the
aggregate Receivable Interests will not exceed 100%.
It is expressly understood that each Reinvestment shall, unless otherwise
directed by the Administrator, occur automatically on each day that the Servicer shall receive any Collections without the requirement
that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing
conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect
of any Reinvestment shall give rise to a right of the Administrator and each Purchaser Agent, which right may be exercised at any time
on demand of the Administrator or any Purchaser Agent, to rescind the related purchase and direct Seller to pay to the Purchaser Agents,
for the benefit of Purchasers (ratably, according to each Purchaser’s aggregate Invested Amount), an amount equal to the Collections
that shall have been applied to the affected Reinvestment (but not in excess of the Aggregate Unpaids).
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ARTICLE VII.
COVENANTS
Section 7.1 Affirmative
Covenants of the Seller. In addition to its other covenants contained herein or made pursuant hereto, the Seller covenants with the
Administrator, each Purchaser Agent and each Purchaser as follows:
(a) Notice
of Amortization Event. Promptly upon becoming aware of, but in any event no later than the next Business Day, any Amortization Event
or Unmatured Amortization Event, the Seller shall give the Administrator (which shall promptly forward a copy to each Purchaser Agent)
notice thereof, together with a written statement of a Responsible Officer setting forth the details thereof and any action with respect
thereto taken or contemplated to be taken by the Seller.
(b) Notice
of Material Adverse Change. Promptly upon becoming aware thereof, the Seller shall give the Administrator (which shall promptly forward
a copy to each Purchaser Agent) notice of any material adverse change in the business, operations or financial condition of the Seller,
which reasonably could affect adversely the collectibility of the Receivables.
(c) Preservation
of Corporate Existence. The Seller shall preserve and maintain its corporate existence, rights, franchises and privileges in the
jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where
the failure to preserve and maintain such existence, rights, franchises, privileges and qualification would materially adversely affect
(i) the interests of the Administrator, any Purchaser Agent or any Purchaser hereunder or (ii) the ability of the Seller to
perform its obligations under the Transaction Documents.
(d) Compliance
with Laws. The Seller shall comply in all material respects with all Laws applicable to the Seller, its business and properties,
and all Receivables related to the Receivable Interests.
(e) Enforceability
of Obligations. The Seller shall take such actions as are reasonable and within its power to ensure that, with respect to each Receivable,
the obligation of any related Obligor to pay the unpaid balance of such Receivable in accordance with the terms of the related Contract
remains legal, valid, binding and enforceable against such Obligor except as otherwise permitted by Section 8.2(d).
(f) Books
and Records. (i) The Seller shall, to the extent practicable, maintain and implement administrative and operating procedures
(including, without limitation, (i) the ability to recreate Records evidencing the Receivables in the event of the destruction of
the originals thereof and (ii) procedures to identify and track sales with respect to, and collection on, Excluded Receivables),
and keep and maintain all documents, books, Records and other information, reasonably necessary or advisable for the collection of all
Receivables and the identification and reporting of all Excluded Receivables (including, without limitation, Records adequate to permit
the identification of all Receivables, Excluded Receivables, Related Security and Collections and adjustments to each existing Receivable
and Excluded Receivable).
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(ii) The
Seller will (and will cause each Originator to): (A) on or prior to the date hereof, mark its “Aged Trial Balance” with
a legend in substantially the form set forth on Exhibit XIII hereto and (B) upon the request of the Administrator or
any Purchaser Agent following the occurrence of an Amortization Event: (x) mark each Contract with a legend describing the Administrator’s
security interest and (y) deliver to the Administrator all Contracts (including, without limitation, all multiple originals of any
such Contract constituting an instrument, a certificated security or chattel paper) relating to the Receivables.
(g) Fulfillment
of Obligations. The Seller shall do nothing to impair the rights, title and interest of the Administrator, any Purchaser Agent or
any Purchaser in and to the Receivable Interests and shall pay when due any taxes, including without limitation any sales tax, excise
tax or other similar tax or charge, payable in connection with the Receivables and their creation and satisfaction.
(h) Obligor
List. The Seller shall at all times maintain (or cause the Servicer to maintain) a current list (which may be stored on computer
systems, magnetic tapes or disks) of all Obligors under Contracts related to Receivables, including the name, address, telephone number
and account number of each such Obligor. The list shall be updated as provided in Section 8.5(b), and the Seller shall deliver
or cause to be delivered a copy of such list to the Administrator (which shall promptly forward a copy to each Purchaser Agent) as soon
as practicable following the Administrator’s request (but not more frequently than once each calendar quarter unless an Amortization
Event or Unmatured Amortization Event has occurred and is continuing).
(i) Litigation.
As soon as possible, and in any event within three (3) Business Days of the Seller’s knowledge thereof, the Seller shall give
the Administrator (which shall promptly forward a copy to each Purchaser Agent) notice of any litigation, investigation or proceeding
against the Seller which may exist at any time which, in the reasonable judgment of the Seller, could have a material adverse effect
on the financial condition or results of operations of the Seller, impair the ability of the Seller to perform its obligations under
this Agreement, or materially adversely affect the collectibility of the Receivables.
(j) Notice
of Relocation. The Seller shall give the Administrator (which shall promptly forward a copy to each Purchaser Agent) 45 days’
prior written notice of any relocation of its Location. The Seller will at all times maintain its Location within a jurisdiction in the
United States in which Article 9 of the UCC is in effect as of the date hereof or the date of any such relocation.
(k) Further
Information. The Seller shall furnish or cause to be furnished to the Administrator and each Purchaser Agent such other information
as promptly as practicable, and in such form and detail, as the Administrator or any Purchaser Agent may reasonably request.
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(l) Fees,
Taxes and Expenses. The Seller shall pay all filing fees, stamp taxes and other similar taxes and expenses, including the fees and
expenses set forth in Section 10.3, if any, which may be incurred on account of or arise out of this Agreement and the documents
and transactions entered into pursuant to this Agreement.
(m) Compliance
with Receivables Sale Agreement. The Seller will enforce all material obligations and undertakings on the part of each Originator
to be observed and performed under the Receivables Sale Agreement. Seller will take all actions to perfect and enforce its rights and
interests (and the rights and interests of the Administrator (for the benefit of the Secured Parties), as Seller’s assignee) under
the Receivables Sale Agreement as the Administrator or any Purchaser Agent may from time to time reasonably request, including, without
limitation, making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in the Receivables
Sale Agreement.
(n) Audits.
At any time, upon reasonable notice to the Seller (but not more than twice per calendar year unless an Amortization Event or Unmatured
Amortization Event has occurred), the Seller shall permit the Administrator, together with each Purchaser Agent that wants to participate,
or such Person as the Administrator or such Purchaser Agents may designate, during business hours, to conduct audits or visit and inspect
any of the properties of the Seller to examine the Records, internal controls and procedures maintained by the Seller and take copies
and extracts therefrom, and to discuss the Seller’s affairs with its officers, employees and independent accountants. The Seller
hereby authorizes such officers, employees and independent accountants to discuss with the Administrator and each Purchaser Agent, or
such Person they may designate, the affairs of the Seller. The Seller shall reimburse the Administrator and each Purchaser Agent for
all reasonable fees, costs and out-of-pocket expenses incurred by or on behalf of the Administrator and each Purchaser Agent in connection
with up to one (1) such audit and visit for each per calendar year promptly upon receipt of a written invoice therefor; provided
that, following the occurrence of an Amortization Event or an Unmatured Amortization Event, the Seller shall reimburse the Administrator
and each Purchaser Agent for all reasonable fees, costs and out-of-pocket expenses incurred by or on behalf of the Administrator and
each Purchaser Agent in connection with the foregoing actions promptly upon receipt of written invoice therefor regardless of the number
of audits or visits in such year. Subject to the requirements of applicable laws, the Administrator and each Purchaser Agent agrees to
use commercially reasonable precautions to keep confidential, in accordance with its respective customary procedures for handling confidential
information, any non-public information supplied to it by the Seller pursuant to any such audit or visit which is identified by the Seller
as being confidential at the time the same is delivered to the Administrator and each Purchaser Agent.
(o) Separate
Corporate Existence. The Seller shall:
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(i) Maintain
in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain
and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the
validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate
to proper administration hereof and permit and effectuate the transactions contemplated hereby.
(ii) Maintain
its own deposit account or accounts, separate from those of any of its Affiliates, with commercial banking institutions. The funds of
the Seller will not be diverted to any other Person or for other than the corporate use of the Seller and, except as may be expressly
permitted by this Agreement, the funds of the Seller shall not be commingled with those of any of its Affiliates.
(iii) To
the extent that the Seller contracts or does business with vendors or service providers where the goods and services provided are partially
for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities
for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All
material transactions between the Seller and any of its Affiliates shall be only on an arm’s-length basis.
(iv) Maintain
a principal executive and administrative office through which its business is conducted and a telephone number separate from those of
its stockholders and Affiliates. At all times have a Board of Directors consisting of three members, at least one member of which is
an Independent Director.
(v) Conduct
its affairs strictly in accordance with its certificate of incorporation and observe all necessary, appropriate and customary corporate
formalities, including, but not limited to, holding all regular and special stockholders’ and directors’ meetings appropriate
to authorize all corporate action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary
to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited
to, intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu
thereof) shall be held at least annually.
(vi) Ensure
that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making
any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate
of the Seller.
(vii) Act
solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed
to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery.
(viii) Ensure
that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable
the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and
no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate
of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital
necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2).
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(ix) Other
than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it.
(x) Not
enter into any guaranty, or otherwise become liable, with respect to any obligation of any of its Affiliates.
(xi) Ensure
that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately
from, but may be consolidated with, any reports prepared for any of its Affiliates.
(xii) Ensure
that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction
Documents and this Agreement.
(xiii) Take
such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by
the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone
entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at
all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller
is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate
legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for
which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does
it believe it will incur indebtedness that it will not be able to repay at its maturity.
(p) Information.
The Seller shall provide the Administrator (which shall promptly forward a copy to each Purchaser Agent) with the following:
(i) as
soon as practicable and in any event within 90 days following the close of each fiscal quarter, excluding the last fiscal quarter, of
each Fiscal Year of the Seller during the term of this Agreement, an unaudited consolidated balance sheet of the Seller as of the end
of such quarter and unaudited consolidated statements of income of the Seller for such quarter and for the Fiscal Year through such quarter,
setting forth in comparative form the corresponding figures for the corresponding quarter of the preceding Fiscal Year (provided that
such comparison will not be available until the report provided for the December, 2004 quarter), all in reasonable detail and certified
by the chief financial officer of the Seller, subject to adjustments of the type which would occur as a result of a year-end audit, as
having been prepared in accordance with GAAP; and
(ii) as
soon as practicable and in any event within 120 days after the close of each Fiscal Year of the Seller during the term of this Agreement,
a consolidated balance sheet of the Seller as at the close of such Fiscal Year and consolidated statements of income of the Seller for
such Fiscal Year, setting forth in comparative form the corresponding figures for the preceding Fiscal Year, all in reasonable detail;
provided that following an Amortization Event or Unmatured Amortization Event, the Administrator or any Purchaser Agent
may require that such information be certified (with respect to the consolidated financial statements) by independent certified public
accountants of nationally recognized standing selected by the Seller whose certificate or opinion accompanying such financial statements
shall not contain any qualification, exception or scope limitation not satisfactory to the Administrator and each Purchaser Agent, and
accompanied by any management letter prepared by such accountants.
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(iii) Compliance
Certificate. Within five (5) Business Days after the date of delivery of any financial statements required to be delivered pursuant
to this Section 7.1(p), a compliance certificate in substantially the form of Exhibit IV signed by an Authorized
Officer of the Seller and dated the date of such annual financial statement or such quarterly financial statement (or a date no later
than five (5) Business Days thereafter), as the case may be.
(q) Beneficial
Ownership Rule. Promptly following any change in the information included in the Certification from Exemption of Beneficial Owner(s) that
would result in a change to the status as an exempt party identified in such Certification, or a change in the address of any beneficial
owners or control party, the Seller shall execute and deliver to the Administrator an updated Certification of Beneficial Owner(s) or
updated Certification from Exemption of Beneficial Owner(s).
(r)
Policies and Procedures. The Seller has instituted, and will continue to maintain
and enforce, policies and procedures designed to ensure compliance by the Seller, and its directors, officers, employees and agents
with applicable Anti-Corruption Laws and Sanctions.
Section 7.2 Negative
Covenants of the Seller. Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates
in accordance with its terms, the Seller hereby covenants, as to itself, that it will not:
(a) No
Rescissions or Modifications. Rescind or cancel any Receivable or related Contract or modify any terms or provisions thereof or grant
any Dilution to an Obligor, except in accordance with the Applicable Originator’s Credit and Collection Policy or otherwise with
the prior written consent of the Administrator and the Required Purchaser Agents, unless such Receivable has been deemed collected pursuant
to Section 1.4(a) or repurchased pursuant to the Receivables Sale Agreement.
(b) No
Liens. Cause any of the Receivables or related Contracts, or any inventory or goods the sale of which give rise to a Receivable,
or any Lock-Box or Collection Account or any right to receive any payments received therein or deposited thereto, to be sold, pledged,
assigned or transferred or to be subject to a Lien, other than the sale and assignment of the Receivable Interest therein to the Administrator,
for the benefit of the Secured Parties, and the Liens created in connection with the transactions contemplated by this Agreement.
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(c) Consolidations,
Mergers and Sales of Assets. (i) Consolidate or merge with or into any other Person, (ii) undertake any division of its
rights, assets, obligations, or liabilities pursuant to a plan of division or otherwise pursuant to applicable law or (iii) sell,
lease or otherwise transfer all or substantially all of its assets to any other Person.
(d) No
Changes. Make any change in the character of its business, which change would materially impair the collectibility of any Receivable,
without prior written consent of the Administrator and each Purchaser Agent, or change its name, identity or corporate structure in any
manner which would make any financing statement or continuation statement filed in connection with this Agreement or the transactions
contemplated hereby seriously misleading within the meaning of Section 9-507(c) of the UCC of any applicable jurisdiction or
other applicable Laws unless it shall have given the Administrator (which shall promptly forward a copy to each Purchaser Agent) at least
45 days’ prior written notice thereof and unless prior thereto it shall have caused such financing statement or continuation statement
to be amended or a new financing statement to be filed such that such financing statement or continuation statement would not be seriously
misleading.
(e) Capital
Stock. Issue any capital stock except to ABDC. The Seller shall not pay any dividends to ABDC if such payment would be prohibited
under the General Corporation Law of the State of Delaware.
(f) No
Indebtedness. Incur any Indebtedness other than as permitted under this Agreement.
(g) Change
in Payment Instructions to Obligors. Except as may be required by the Administrator (which shall promptly forward a copy to each
Purchaser Agent) pursuant to Section 8.2(b), the Seller will not add or terminate any bank as a Collection Bank, or make
any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless (i) the Administrator
(which shall promptly forward a copy to each Purchaser Agent) shall have received, at least ten (10) days before the proposed effective
date therefor, (A) written notice of such addition, termination or change and (B) with respect to the addition of a Collection
Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement (which is reasonably satisfactory to the Administrator)
with respect to the new Collection Account or Lock-Box, (ii) with respect to the termination of a Collection Bank or a Collection
Account or Lock-Box, the Administrator shall have consented thereto (which consent shall not be unreasonably withheld and will be provided
or withheld within 10 days of request) and (iii) with respect to any changes in instructions to Obligors regarding payments, the
Administrator shall have consented thereto; provided that the Servicer may make changes in instructions to Obligors regarding
payments if such new instructions require such Obligor to make payments to another existing Lock-Box or Collection Account.
(h) Use
of Proceeds. Seller will not use the proceeds of the Purchases for any purpose other than (i) paying for Receivables and Related
Security under and in accordance with the Receivables Sale Agreement, including without limitation, making payments on the Subordinated
Notes (as defined in the Receivables Sale Agreement) to the extent permitted thereunder and under the Receivables Sale Agreement, (ii) paying
its ordinary and necessary operating expenses when and as due, and (iii) making Restricted Junior Payments to the extent permitted
under this Agreement.
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(i) Termination
Date Determination. Seller will not designate the Termination Date (as defined in the Receivables Sale Agreement), or send any written
notice to any Originator in respect thereof, without the prior written consent of the Administrator and each Purchaser Agent, except
with respect to the occurrence of such Termination Date arising pursuant to Section 5.1(e) of the Receivables Sale Agreement.
(j) Restricted
Junior Payments. Seller will not make any Restricted Junior Payment if after giving effect thereto, Seller’s Net Worth (as
defined in the Receivables Sale Agreement) would be less than the Required Capital Amount (as defined in the Receivables Sale Agreement).
(k) Seller
Indebtedness. Seller will not incur or permit to exist any Indebtedness or liability on account of deposits except: (i) the
Aggregate Unpaids, (ii) the Subordinated Loans, and (iii) other current accounts payable arising in the ordinary course of
business and not overdue.
(l) Prohibition
on Additional Negative Pledges. The Seller shall not enter into or assume any agreement (other than this Agreement and the other
Transaction Documents) prohibiting the creation or assumption of any Lien upon the Purchased Assets except as contemplated by the Transaction
Documents, or otherwise prohibiting or restricting any transaction contemplated hereby or by the other Transaction Documents, and the
Seller shall not enter into or assume any agreement creating any Lien upon the Subordinated Notes.
(m) Sanctions.
The Seller shall not use, directly or indirectly, all or any part of the proceeds of any Purchase hereunder for the purpose of financing,
the activities or transactions of or with any Sanctioned Person or in any Sanctioned Country, in each case, to the extent it would result
in a violation of any applicable law by any party hereto.
(n) Anti-Corruption
Laws. The Seller shall not use, directly or indirectly, all or any part of the proceeds of any Purchase hereunder for the purpose
of funding payments to any officer or employee of an Official Body, or any Person controlled by an Official Body, or any political party,
official of a political party, candidate for political office, or anyone else acting in an official capacity, in violation of applicable
Anti-Corruption Laws.
Section 7.3 Affirmative
Covenants of the Servicer. In addition to its other covenants contained herein or made pursuant hereto, the Servicer covenants with
the Administrator, each Purchaser Agent and each Purchaser as follows:
(a) Notice
of Amortization Event. Promptly upon becoming aware of any Amortization Event or Unmatured Amortization Event, the Servicer shall
give the Administrator (which shall promptly forward a copy to each Purchaser Agent) notice thereof, together with a written statement
of a Responsible Officer setting forth the details thereof and any action with respect thereto taken or contemplated to be taken by such
Servicer.
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(b) Notice
of Material Adverse Change. Promptly upon any Responsible Officer of the Servicer becoming aware thereof, the Servicer shall give
the Administrator (which shall promptly forward a copy to each Purchaser Agent) notice of any material adverse change in the business,
operations or financial condition of the Servicer which reasonably could affect adversely the collectibility of the Receivables or the
ability of the Servicer to perform its obligations under this Agreement.
(c) Preservation
of Corporate Existence. The Servicer shall preserve and maintain its corporate existence, rights, franchises and privileges in the
jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where
the failure to preserve and maintain such existence, rights, franchises, privileges and qualification would materially adversely affect
(i) the interests of the Administrator, any Purchaser Agent or any Purchaser hereunder or (ii) the ability of such Servicer
to perform its obligations under this Agreement.
(d) Compliance
with Laws. The Servicer shall comply in all material respects with all Laws applicable to the Servicer, its business and properties,
and all Receivables related to the Receivable Interests.
(e) Enforceability
of Obligations. The Servicer shall take such actions as are reasonable and within its power to ensure that, with respect to an applicable
Receivable, the obligation of any related Obligor to pay the unpaid balance of such Receivable in accordance with the terms of the related
Contract remains legal, valid, binding and enforceable against such Obligor except as otherwise permitted by Section 8.2(d).
(f)
Books and Records. The Servicer shall, to the extent practicable, maintain and
implement administrative and operating procedures (including, without limitation, (i) the ability to recreate Records
evidencing the Receivables in the event of the destruction of the originals thereof and (ii) procedures to identify and track
sales with respect to, and collection on, Excluded Receivables), and keep and maintain all documents, books, Records and other
information reasonably necessary or advisable for the collection of all applicable Receivables and the identification and reporting
of all Excluded Receivables (including, without limitation, Records adequate to permit the identification of all Receivables,
Excluded Receivables, Related Security and Collections and adjustments to each existing Receivable and Excluded Receivable). Upon
the request of the Administrator or any Purchaser Agent, following the occurrence of an Amortization Event or an Unmatured
Amortization Event, the Servicer shall deliver to the Administrator all Contracts (including, without limitation, all multiple
originals of any such Contract constituting an instrument, a certificated security or chattel paper) relating to the
Receivables.
(g) Fulfillment
of Obligations. The Servicer will duly observe and perform, or cause to be observed or performed, all material obligations and undertakings
on its part or on the part of any subservicer to be observed and performed under or in connection with the Receivables, will duly observe
and perform all material provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables,
will do nothing to impair the rights, title and interest of the Administrator, any Purchaser Agent or any Purchaser in and to the Receivable
Interests and will pay when due any taxes, including without limitation any sales tax, excise tax or other similar tax or charge, payable
in connection with such Receivables and their creation and satisfaction.
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(h) Obligor
List. The Servicer shall at all times maintain a current list (which may be stored on magnetic tapes, computer systems or disks)
of all Obligors under Contracts related to the applicable Receivables, including the name, address, telephone number and account number
of each such Obligor. The list shall be updated as provided in Section 8.5(b) and, the Servicer shall deliver or cause
to be delivered a copy of such list to the Administrator (which shall promptly forward a copy to each Purchaser Agent) as soon as practicable
following the Administrator’s request (but not more frequently than once each calendar quarter unless an Amortization Event or
Unmatured Amortization Event has occurred and is continuing).
(i) Total
Systems Failure. The Servicer shall promptly notify the Administrator (which shall promptly forward a copy to each Purchaser Agent)
of any total systems failure and shall advise the Administrator of the estimated time required to remedy such total systems failure and
of the estimated date on which a Settlement Report can be delivered. Until a total systems failure is remedied, the Servicer (i) will
furnish to the Administrator (which shall promptly forward a copy to each Purchaser Agent) such periodic status reports and other information
relating to such total systems failure as the Administrator or any Purchaser Agent may reasonably request and (ii) will promptly
notify the Administrator (which shall promptly forward a copy to each Purchaser Agent) if the Servicer believes that such total systems
failure cannot be remedied by the estimated date, which notice shall include a description of the circumstances which gave rise to such
delay, the action proposed to be taken in response thereto, and a revised estimate of the date on which the information required for
a Settlement Report can be delivered. The Servicer shall promptly notify the Administrator (which shall promptly forward a copy to each
Purchaser Agent) when a total systems failure has been remedied.
(j) Notice
of Relocation. The Servicer shall give the Administrator (which shall promptly forward a copy to each Purchaser Agent) 45 days’
prior written notice of any relocation of its Location. The Servicer will at all times maintain its Location within a jurisdiction in
the United States in which Article 9 of the UCC is in effect as of the date hereof or the date of any such relocation.
(k) Administrative
and Operating Procedures. The Servicer shall maintain and implement administrative and operating procedures adequate to permit the
identification of the applicable Receivables and all collections and adjustments attributable thereto and shall comply in all material
respects with the Applicable Originator’s Credit and Collection Policy in regard to each applicable Receivable and related Contract.
(l) Modification
of Systems. The Servicer agrees, promptly after the replacement or any material modification of any computer, automation or other
operating systems (in respect of hardware or software) used to perform its services as Servicer or to make any calculations or reports
hereunder, to give notice of any such replacement or modification to the Administrator (which shall promptly forward a copy to each Purchaser
Agent).
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(m) Litigation.
As soon as possible, and in any event within ten (10) Business Days of the Servicer’s knowledge thereof, the Servicer shall
give the Administrator (which shall promptly forward a copy to each Purchaser Agent) notice of any litigation, investigation or proceeding
against the Servicer which may exist at any time which, in the reasonable judgment of the Servicer could materially impair the ability
of the Servicer to perform its obligations under this Agreement.
(n) ERISA
Events. Promptly upon becoming aware of the occurrence of any ERISA Event that, alone or together with any other ERISA Events that
have occurred, could reasonably be expected to result in a material adverse effect on the business, financial conditions, operations
or properties of Performance Guarantor and ERISA Affiliates taken as a whole, Performance Guarantor shall give the Seller a written notice
specifying the nature thereof, what action Performance Guarantor or any ERISA Affiliate has taken and, when known, any action taken or
threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto.
(o) Separate
Corporate Existence. As long as ABDC is the Servicer hereunder, the Servicer shall maintain its legal identity separate from the
Seller and take such action to ensure that: (A) the management of the Servicer does not anticipate any need for its having to extend
advances to the Seller except for those described in the Transaction Documents, if any; (B) the Servicer does not conduct its business
in the name of the Seller; (C) the Servicer has a telephone number, stationery and business forms separate from those of the Seller;
(D) the Servicer does not provide for its expenses and liabilities from the funds of the Seller; (E) the Servicer is not liable
for the payment of any liability of the Seller; (F) neither the assets nor the creditworthiness of the Servicer is held out as being
available for the payment of any liability of the Seller; (G) the Servicer maintains an arm’s-length relationship with the
Seller; and (H) assets are not transferred from the Servicer to the Seller without fair consideration or with the intent to hinder,
delay or defraud the creditors of either company.
(p) Audits.
At any time, upon reasonable notice to the Servicer (but not more than twice per calendar year unless an Amortization Event or Unmatured
Amortization Event has occurred), the Servicer shall permit the Administrator, together with each Purchaser Agent that wants to participate,
or such Person as they may designate, during business hours, to conduct audits or visit and inspect any of the properties of the Servicer
to examine the Records, internal controls and procedures maintained by the Servicer and take copies and extracts therefrom, and to discuss
the Servicer’s affairs with its officers, employees and independent accountants. The Servicer hereby authorizes such officers,
employees and independent accountants to discuss with the Administrator and each Purchaser Agent, or such Person as they may designate,
the affairs of the Servicer. The Seller shall reimburse the Administrator and each Purchaser Agent for all reasonable fees, costs and
out-of-pocket expenses incurred by or on behalf of the Administrator and each Purchaser Agent in connection with up to one (1) such
audit and visit for each per calendar year promptly upon receipt of a written invoice therefor; provided that following
the occurrence of an Amortization Event or an Unmatured Amortization Event, the Seller shall reimburse the Administrator and each Purchaser
Agent for all reasonable fees, costs and out of pocket expenses incurred by or on behalf of the Administrator and each Purchaser Agent
in connection with the foregoing actions promptly upon receipt of written invoice therefor regardless of the number of audits or visits
in such year. Subject to the requirements of applicable laws, the Administrator and each Purchaser Agent agrees to use commercially reasonable
precautions to keep confidential, in accordance with its respective customary procedures for handling confidential information, any non-public
information supplied to it by the Servicer pursuant to any such audit or visit which is identified by the Servicer as being confidential
at the time the same is delivered to the Administrator and each Purchaser Agent.
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(q) S.E.C.
Filings. Promptly upon the written request of the Administrator or any Purchaser Agent, provide to the Administrator (which shall
promptly forward a copy to each Purchaser Agent) copies of all registration statements and annual, quarterly, monthly or other regular
reports which Seller or Servicer files with the Securities and Exchange Commission.
(r)
Notices. Servicer will notify the Administrator (which shall promptly forward a
copy to each Purchaser Agent) in writing of any of the following promptly upon learning of the occurrence thereof, describing the
same and, if applicable, the steps being taken with respect thereto:
(i) Judgments
and Proceedings. (A) (1) The entry of any judgment or decree against Performance Guarantor, the Servicer or any of their
respective Subsidiaries if the aggregate amount of all judgments and decrees then outstanding against Performance Guarantor, the Servicer
and their respective Subsidiaries exceeds $100,000,000 after deducting (a) the amount with respect to which Performance Guarantor,
the Servicer or any such Subsidiary, as the case may be, is insured and with respect to which the insurer has assumed responsibility
in writing, and (b) the amount for which Performance Guarantor, the Servicer or any such Subsidiary is otherwise indemnified if
the terms of such indemnification are satisfactory to the Administrator and the Required Purchaser Agents, and (2) the institution
of any litigation, arbitration proceeding or governmental proceeding against Performance Guarantor or the Servicer; and (B) the
entry of any judgment or decree or the institution of any litigation, arbitration proceeding or governmental proceeding against Seller.
(ii) Termination
Date. The occurrence of the “Termination Date” under and as defined in the Receivables Sale Agreement.
(iii) Defaults Under Other Agreements. For the Servicer, the occurrence of
a default or an event of default in respect of a financing arrangement for an aggregate principal amount exceeding $100,000,000. For
the Seller, the occurrence of a default or an event of default in respect of a financing arrangement for an aggregate principal
amount exceeding $11,625.
(iv) Notices
under Receivables Sale Agreement. Copies of all notices to be delivered under the Receivables Sale Agreement.
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(s) Rebate
Reserves. Servicer shall determine the Rebate Reserve in accordance with the definition thereof and in a manner consistent with its
practice in effect on the date hereof and report the Rebate Reserve in each Settlement Report.
(t)
Accounting Certificate. The Servicer shall deliver, or cause to be
delivered, the certificate described in Section 5.3(k).
(u) Financial
Statements. In the event that the balance sheet and/or the statements of income and cash flow (as described in Section 5.3(k))
of Cencora and its Consolidated Subsidiaries are no longer publicly available, Cencora shall, within 90 or 120 days of the end of the
applicable quarter or Fiscal Year, respectively, provide copies of such balance sheet and/or statements of income and cash flow to the
Administrator (which shall promptly forward a copy to each Purchaser Agent).
(v) Policies
and Procedures. The Servicer has instituted, and will continue to maintain and enforce, policies and procedures designed to ensure
compliance by the Servicer, its Subsidiaries and their directors, officers, employees and agents with applicable Anti-Corruption Laws
and Sanctions.
Section 7.4 Negative Covenants of the Servicer. Until the date on which the Aggregate Unpaids
have been indefeasibly paid in full and the Agreement terminates in accordance with its terms, the Servicer hereby covenants, as to
itself, that it will not:
(a) No
Rescissions or Modifications. Rescind or cancel any Receivable or related Contract or modify any terms or provisions thereof or grant
any Dilution to an Obligor, except in accordance with the Applicable Originator’s Credit and Collection Policy or otherwise with
the prior written consent of the Administrator and the Required Purchaser Agents, unless such Receivable has been deemed collected pursuant
to Section 1.4(a) or repurchased pursuant to the Receivables Sale Agreement.
(b) No
Liens. Cause any of the applicable Receivables or related Contracts, or any inventory or goods the sale of which may give rise to
a Receivable or any Collection Account or any right to receive any payments received therein or deposited thereto, to be sold, pledged,
assigned or transferred or to be subject to a Lien, other than (i) the sale and assignment of the Receivable Interest to the Administrator,
for the benefit of Secured Parties, (ii) the Liens created in connection with the transactions contemplated by this Agreement or
(iii) Liens in respect of a Receivable which has been deemed collected pursuant to Section 1.4(a) or repurchased
pursuant to the Receivables Sale Agreement, and for which payment has been received.
(c) No
Changes. Make any material change in its Credit and Collection Policy, allow any material change to be made in the Applicable Originator’s
Credit and Collection Policy or consent to any material change in the Applicable Originator’s Credit and Collection Policy without
prior written consent of the Administrator and each Purchaser Agent (and the Servicer shall provide notice of any change (unless de
minimis) in its or any Originator’s Credit and Collection Policy at least five (5) Business Days prior to the effective
date of such change), or change its name, identity or corporate structure in any manner which would make any financing statement or continuation
statement filed in connection with this Agreement or the transactions contemplated hereby seriously misleading within the meaning of
Section 9.507(c) of the UCC of any applicable jurisdiction or other applicable Laws unless it shall have given the Administrator
(which shall promptly forward a copy to each Purchaser Agent) at least 45 days’ prior written notice thereof and unless prior thereto
it shall have caused such financing statement or continuation statement to be amended or a new financing statement to be filed such that
such financing statement or continuation statement would not be seriously misleading.
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(d) Consolidations,
Mergers and Sales of Assets. (i) Consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer
all or substantially all of its assets to any other Person; provided that the Servicer may merge with another Person if
(A) the Servicer is the corporation surviving such merger and (B) immediately after giving effect to such merger, no Amortization
Event or Unmatured Amortization Event shall have occurred and be continuing.
(e) Change
in Payment Instructions to Obligors. Except as may be required by the Administrator pursuant to Section 8.2(b), the Servicer
will not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be
made to any Lock-Box or Collection Account, unless (i) the Administrator (which shall promptly forward a copy to each Purchaser
Agent) shall have received, at least ten (10) days before the proposed effective date therefor, (A) written notice of such
addition, termination or change and (B) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an
executed Collection Account Agreement (which is reasonably satisfactory to the Administrator) with respect to the new Collection Account
or Lock-Box, (ii) with respect to the termination of a Collection Bank or a Collection Account or Lock-Box, the Administrator shall
have consented thereto (which consent shall not be unreasonably withheld and will be provided or withheld within 10 days of request)
and (iii) with respect to any changes in instructions to Obligors regarding payments, the Administrator shall have consented thereto;
provided that the Servicer may make changes in instructions to Obligors regarding payments if such new instructions require
such Obligor to make payments to another existing Lock-Box or Collection Account.
(f)
Prohibition on Additional Negative Pledges. The Servicer shall not
enter into or assume any agreement (other than this Agreement and the other Transaction Documents) prohibiting the creation or
assumption of any Lien upon the Purchased Assets or otherwise prohibiting or restricting any transaction contemplated hereby or by
the other Transaction Documents, and the Servicer shall not enter into or assume any agreement creating any Lien upon the
Subordinated Notes.
(g) Sanctions.
The Servicer and its Subsidiaries shall not use, directly or indirectly, all or any part of the proceeds of any Purchase hereunder for
the purpose of financing, the activities or transactions of or with any Sanctioned Person or in any Sanctioned Country, in each case,
to the extent it would result in a violation of any applicable law by any party hereto.
(h) Anti-Corruption
Laws. The Servicer and its Subsidiaries shall not use, directly or indirectly, all or any part of the proceeds of any Purchase hereunder
for the purpose of funding payments to any officer or employee of an Official Body, or any Person controlled by an Official Body, or
any political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in
violation of applicable Anti-Corruption Laws.
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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. ABDC is hereby designated as, and hereby agrees to perform
the duties and obligations of, the Servicer pursuant to the terms of this Agreement. The Required Purchaser Agents may at any time following
the occurrence of an Amortization Event designate as Servicer any Person to succeed ABDC or any successor Servicer; provided that
the Rating Agency Condition is satisfied.
(b) ABDC
may delegate, and ABDC hereby advises the Administrator, each Purchaser Agent and each Purchaser that it has delegated, to the other
Originators, as sub-servicers of the Servicer, certain of its duties and responsibilities as Servicer hereunder in respect of the Receivables
originated by such other Originator. Without the prior written consent of the Required Purchaser Agents (which consent shall not be unreasonably
withheld), ABDC shall not be permitted to delegate any of its duties or responsibilities as Servicer to any Person other than (i) Seller,
(ii) the other Originators, and (iii) with respect to certain Defaulted Receivables, outside collection agencies in accordance
with its customary practices. Neither Seller nor any Originator shall be permitted to further delegate to any other Person any of the
duties or responsibilities of the Servicer delegated to it by ABDC. If at any time the Required Purchaser Agents shall designate as Servicer
any Person other than ABDC, all duties and responsibilities theretofore delegated by ABDC to Seller or the other Originators may, at
the discretion of the Required Purchaser Agents, be terminated forthwith on notice given by the Required Purchaser Agents to ABDC and
to Seller and the other Originators.
(c) Notwithstanding
the foregoing subsection (b): (i) ABDC shall be and remain primarily liable to the Administrator, each Purchaser Agent and
each Purchaser for the full and prompt performance of all duties and responsibilities of the Servicer hereunder and (ii) the Administrator,
each Purchaser Agent and each Purchaser shall be entitled to deal exclusively with ABDC in matters relating to the discharge by the Servicer
of its duties and responsibilities hereunder. The Administrator, each Purchaser Agent and each Purchaser shall not be required to give
notice, demand or other communication to any Person other than ABDC in order for communication to the Servicer and its sub-servicer or
other delegate with respect thereto to be accomplished. ABDC, at all times that it is the Servicer, shall be responsible for providing
any sub-servicer or other delegate of the Servicer with any notice given to the Servicer under this Agreement.
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(d) Notwithstanding
anything to the contrary herein or in any other Transaction Document, (i) the Excluded Obligor Receivables shall be excluded from
the calculations of (x) “Adjusted Dilution Ratio,” “Credit Memo Lag Time,” “Days Sales Outstanding,”
“Default Horizon Ratio,” “Default Ratio,” “Delinquency Ratio,” “Dilution Horizon Ratio,”
“Dilution Ratio,” “Dilution Reserve,” “Dilution Volatility Component,” “Loss Reserve,”
“Net Pool Balance,” “Rebate Reserve,” “Required Reserve,” “Required Reserve Factor Floor,”
“Servicing Fee,” “Servicing Reserve” and “Yield Reserve,” (y) any components of the calculations
and terms described in clause (x) above and (z) each other item required to be reported on for purposes of any Settlement
Report and Interim Settlement Report (other than the Outstanding Balance thereof as set forth in any such Settlement Report and Interim
Settlement Report), in each case, for all purposes of this Agreement, any Settlement Report, any Interim Settlement Report and the other
Transaction Documents and (ii) the Excluded Obligor Included Receivables constitute a portion of the Purchased Assets for all purposes
of this Agreement and the other Transaction Documents.
Section 8.2
Duties of Servicer.
(a) The
Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Receivable from time to time,
all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit
and Collection Policy.
(b) The
Servicer will instruct all Obligors to pay all Collections directly to a Lock-Box or Collection Account. The Servicer shall (on or prior
to the Closing Date with respect to each Lock-Box or Collection Account listed in the Account Disclosure Letter) effect a Collection
Account Agreement substantially in the form of Exhibit V (in each case, with such other changes as the Administrator may
otherwise consent) with each bank party to a Collection Account at any time. In the case of any remittances received in any Lock-Box
or Collection Account that shall have been identified, to the satisfaction of the Servicer, to not constitute Collections or other proceeds
of the Receivables or the Related Security, the Servicer shall promptly remit such items to the Person identified to it as being the
owner of such remittances. From and after the date the Administrator delivers to any Collection Bank a Collection Notice pursuant to
Section 8.3, the Administrator may request that the Servicer, and the Servicer thereupon promptly shall instruct all Obligors
with respect to the Receivables, to remit all payments thereon to a new depositary account specified by the Administrator and, at all
times thereafter, Seller and the Servicer shall not deposit or otherwise credit, and shall not permit any other Person to deposit or
otherwise credit to such new depositary account any cash or payment item other than Collections.
(c) The
Servicer shall administer the Collections in accordance with the procedures described herein. The Servicer shall set aside and hold in
trust for the account of Seller and each Purchaser their respective shares of the Collections in accordance with Article II.
The Servicer shall, upon the request of the Administrator or any Purchaser Agent and after an Amortization Event or Unmatured Amortization
Event, segregate, in a manner acceptable to the Administrator and each Purchaser Agent, all cash, checks and other instruments received
by it from time to time constituting Collections from the general funds of the Servicer or Seller prior to the remittance thereof in
accordance with Article II. If the Servicer shall be required to segregate Collections pursuant to the preceding sentence,
the Servicer shall segregate and deposit with a bank designated by the Administrator such allocable share of Collections of Receivables
set aside for each Purchaser on the first Business Day following receipt by the Servicer of such Collections, duly endorsed or with duly
executed instruments of transfer.
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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 to be appropriate to maximize Collections thereof; provided that such extension
or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or Defaulted Receivable or limit the rights of
the Administrator, any Purchaser Agent or any Purchaser under this Agreement. Notwithstanding anything to the contrary contained herein,
the Required Purchaser Agents shall have the absolute and unlimited right to direct the Servicer to commence or settle any legal action
with respect to any Receivable or to foreclose upon or repossess any Related Security.
(e) The
Servicer shall hold in trust for Seller and the Administrator, each Purchaser Agent and each Purchaser all Records that (i) evidence
or relate to the Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect
the Receivables and shall, as soon as practicable upon demand of the Administrator or any Purchaser Agent, deliver or make available
to the Administrator and each Purchaser Agent all such Records, at a place selected by the Administrator. The Servicer shall, as soon
as practicable following receipt thereof turn over to Seller any cash collections or other cash proceeds received with respect to Indebtedness
not constituting Receivables. The Servicer shall, from time to time at the request of the Administrator or any Purchaser Agent, furnish
to the Administrator and each Purchaser Agent (promptly after any such request) a calculation of the amounts set aside for each Purchaser
pursuant to Article II.
(f)
Any payment by an Obligor in respect of any indebtedness owed
by it to any Originator or Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and
unless otherwise instructed by the Required Purchaser Agents, be applied as a Collection of any Receivable of such Obligor (starting
with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other
receivable or other obligation of such Obligor.
Section 8.3 Collection
Notices. The Administrator is authorized at any time after the occurrence of an Amortization Event or an Unmatured Amortization Event
to date and to deliver to the Collection Banks the Collection Notices. Seller hereby transfers to the Administrator for the benefit of
the Secured Parties, effective when the Administrator delivers such notice, the exclusive ownership and control of each Lock-Box and
the Collection Accounts and, in connection therewith, agrees to cause each Collection Bank to modify the name on each Lock-Box and Collection
Account as requested by the Administrator. In case any authorized signatory of Seller whose signature appears on a Collection Account
Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as
if such authority had remained in force. Seller hereby authorizes the Administrator, and agrees that the Administrator shall be entitled
(i) at any time after delivery of the Collection Notices, to endorse Seller’s name on checks and other instruments representing
Collections, (ii) at any time after the occurrence of an Amortization Event, to enforce the Receivables, the related Contracts and
the Related Security, and (iii) at any time after the occurrence of an Amortization Event, to take such action as shall be reasonably
necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession
of the Administrator rather than Seller.
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Section 8.4 Responsibilities
of Seller. Anything herein to the contrary notwithstanding, the exercise by the Administrator, on behalf of Secured Parties, of the
Administrator’s rights hereunder shall not release the Servicer, any Originator or Seller from any of their duties or obligations
with respect to any Receivables or under the related Contracts. The Administrator, each Purchaser Agent and each Purchaser shall have
no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations
of Seller or any Originator thereunder.
Section 8.5 Settlement
Reports.
(a) The
Servicer shall prepare and forward to the Administrator (with an electronic copy to each Purchaser Agent) (i) on each Settlement
Reporting Date, a Settlement Report (certified by an Authorized Officer of the Servicer) and an electronic file of the data contained
therein and (ii) at such times as the Administrator or any Purchaser Agent shall request, a listing by Obligor of all Receivables
together with an aging of such Receivables; provided that, (i) if an Amortization Event or Unmatured Amortization
Event has occurred and is continuing, the Administrator or any Purchaser Agent may request that the Servicer deliver a Settlement Report
more frequently than monthly, but no more frequently than weekly, and (ii) if Cencora fails to have debt ratings at or above BBB-
by Standard & Poor’s, Baa3 by Moody’s or BBB- by Fitch, the Servicer shall, until such time as Cencora has debt
ratings at or above BBB- by Standard & Poor’s, Baa3 by Moody’s and BBB- by Fitch or as otherwise consented to in
writing by the Administrator and the Required Purchaser Agents, deliver a Settlement Report weekly.
(b) Upon
the request of the Administrator or any Purchaser Agent (but not more frequently than every quarter), the Servicer shall provide in writing
to the Administrator (which shall promptly forward a copy to each Purchaser Agent) the list of Obligors under Contracts related to the
Receivables including, for each Obligor added to the list, the name, address, telephone number and account number of such Obligor and
if there have been changes in the name, address, telephone number or account number of any existing Obligor, the revisions shall be provided.
Section 8.6 Servicing Fee. As compensation for the Servicer’s servicing activities on
their behalf, the Servicer shall be paid the Servicing Fee in arrears on each Settlement Date out of Collections.
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ARTICLE IX.
AMORTIZATION
EVENTS
Section 9.1 Amortization
Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”:
(a) the
Seller or the Servicer shall fail to remit or fail to cause to be remitted to the Administrator, any Purchaser Agent or any Purchaser
on any day any Collections, including any amounts to be remitted to reduce the Invested Amount or any portion thereof, or interest or
fees set forth in any Fee Letter and required to be remitted to the Administrator, any Purchaser Agent or any Purchaser on such day,
and with respect to failure to remit interest or any such fees, such failure shall continue for two Business Days after the date on which
such interest or fees becomes due; or
(b) the
Seller or the Servicer shall fail to deposit, or pay or fail to cause to be deposited or paid when due any other amount due hereunder
or shall fail to deliver any Settlement Report and such failure shall continue for two (2) Business Days after the date when such
amount or Settlement Report became due; or
(c) any
representation, warranty, certification or statement made by the Seller, the Servicer or any Originator under this Agreement or any other
Transaction Document or in any agreement, certificate, report, appendix, schedule or document furnished by the Seller, the Servicer or
any Originator to the Administrator, any Purchaser Agent or any Purchaser pursuant to or in connection with this Agreement or any other
Transaction Document shall prove to have been false or misleading in any respect material to this Agreement or any other Transaction
Document or the transactions contemplated hereby or thereby as of the time made or deemed made (including by omission of material information
necessary to make such representation, warranty, certification or statement not misleading) and which continues to be false or misleading
in any material respect for a period of ten (10) Business Days after either (i) any Responsible Officer of the Seller or the
Servicer becomes aware thereof or (ii) notice thereof to such Person by the Administrator, any Purchaser Agent or any Purchaser;
or
(d) a
Change of Control shall occur with respect to the Performance Guarantor; or
(e) except
as otherwise provided in this Section 9.1, the Seller, the Servicer or any Originator shall default or fail in the performance
or observance of any other covenant, agreement or duty applicable to it contained herein and such default or failure shall continue for
ten (10) Business Days after either (i) any Responsible Officer of the Seller or the Servicer becomes aware thereof or (ii) notice
thereof to such Person by the Administrator, any Purchaser Agent or any Purchaser; or
(f)
the Seller shall fail to pay any Indebtedness when due and
such failure shall continue beyond the applicable grace period, if any, specified in the agreement or instrument relating to such
Indebtedness; or Cencora or any of its Consolidated Subsidiaries (other than the Seller, if applicable) shall fail to pay any
Indebtedness in excess of $150,000,000 of Cencora or any of its Consolidated Subsidiaries, as the case may be, or any interest or
premium on such Indebtedness, in either case, when due (whether by scheduled maturity, required prepayment, acceleration, demand or
otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument
relating to such Indebtedness; or any other default under any agreement or instrument relating to any such Indebtedness or any other
event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument if the
effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness; or a final
court decision of $150,000,000 or more shall be rendered against Cencora or any of its Consolidated Subsidiaries and (i) such
amount remains unpaid and (ii) Cencora or the relevant Consolidated Subsidiary does not, in good faith, contest such decision
within the relevant statutory period; or
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(g) the
average of the Default Ratios, computed for each of the immediately preceding three months, shall exceed 1.00%; or the average of the
Dilution Ratios, computed for each of the immediately preceding three months, shall exceed 5.75%; or the average of the Delinquency Ratios,
computed for each of the immediately preceding three months, shall exceed 3.50%; or the Days Sales Outstanding for any month shall exceed
40 days; or
(h) (i)
a Collection Bank shall default or fail in the performance or observance of any agreement or duty applicable to it in respect of any
Collection Account, and (A) the Servicer has not notified the Administrator (which shall promptly forward a copy to each Purchaser
Agent), within two (2) Business Days after becoming aware of such continuing default or failure, of the action it intends to take
to cure such default or failure or (B) if so requested by the Administrator, any Purchaser Agent or any Purchaser, the Seller has
not established, within fifteen (15) Business Days of such default or failure, another Collection Account with a Collection Bank agreed
upon by the Seller and the Administrator, or (ii) the Seller or the Servicer shall default or fail in the performance or observance
of any covenant, agreement or duty set forth in Sections 8.2 or 8.3 hereof which is within the control of the Seller or
the Servicer, as the case may be, and such default or failure shall continue for two (2) Business Days after notice thereof; or
(i)
there shall be pending any litigation, investigation or proceeding,
which the Seller or the Servicer is required to disclose pursuant to Section 7.1(i) or Section 7.3(m),
respectively, hereof, which in the reasonable opinion of the Administrator, any Purchaser Agent or any Purchaser is likely to
materially adversely affect the financial position or results of operations of the Seller or the Servicer or impair the ability of
the Seller or the Servicer to perform its respective obligations under this Agreement; or
(j)
there shall have occurred any event which could have a material adverse effect on
(i) the ability of any Seller Party, any Originator or the Performance Guarantor to perform its obligations under any
Transaction Document, (ii) the legality, validity or enforceability of any Transaction Document, (iii) the
Administrator’s security interest in the Receivables generally or in any significant portion of the Receivables or the
proceeds thereof, or (iv) the collectibility of the Receivables generally or of any material portion of the Receivables;
or
45
(k) an
Event of Bankruptcy shall occur with respect to the Seller, the Servicer, any Originator or the Performance Guarantor; or
(l) the
Aggregate Invested Amount shall exceed the Purchase Limit; or
(m) the
Net Pool Balance shall at any time be less than an amount equal to the sum of (i) the Aggregate Invested Amount plus (ii) the
Required Reserve; or
(n) ABDC
is replaced as Servicer pursuant to Section 8.1(a) or otherwise resigns as Servicer; or
(o) Cencora
shall default or fail in the performance or observance of the covenant set forth in Section 6.05 of the Credit Agreement as in effect
on the Twenty-SecondTwenty-Third
Amendment Date and without giving effect to any amendment, restatement, waiver, supplement or termination thereof, other than any amendment,
restatement, waiver or supplement to the Credit Agreement that at the time of the effectiveness thereof, (i) the Required Purchaser
Agents (or Affiliates thereof) and the Administrator (or an Affiliate thereof) were parties to the Credit Agreement, (ii) the Required
Purchaser Agents (or Affiliates thereof) and the Administrator (or an Affiliate thereof) consented in writing to such amendment, restatement,
waiver or supplement under the Credit Agreement and (iii) such amendment, restatement, waiver or supplement was consummated in accordance
with the terms of the Credit Agreement; or
(p) a
final court decision for $11,625 or more shall be rendered against the Seller; or
(q) ABDC
shall cease to own 100% of the capital stock of the Seller or the Performance Guarantor shall cease to own (directly or indirectly) 100%
of the capital stock of each Originator; or
(r) ABDC
shall (i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer all or substantially
all of its assets to any other Person unless ABDC is the survivor of such transaction; or
(s) (i) [reserved];
(ii) [reserved]; or (iii) any provision of (including by the addition of a provision) the Credit Agreement is amended, modified
or waived without the prior written consent of the Administrator and the Required Purchaser Agents in any way which could reasonably
be expected to materially and adversely impair the interests of the Administrator, any Purchaser Agent or any Purchaser in the Receivables,
Related Security or Collections or could result in the creation of a Lien thereof; or
(t) the
Performance Guarantor shall default or fail in the performance of any covenant or agreement set forth in the Performance Undertaking;
or
(u) the
“Termination Date” or any “Termination Event” under and as defined in the Receivables
Sale Agreement shall occur under the Receivables Sale Agreement or any Originator shall for any reason cease to transfer, or cease to
have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement;
or
46
(v) this
Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally
valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness,
validity, binding nature or enforceability, or the Administrator (for the benefit of Secured Parties) shall cease to have a valid and
perfected first priority security interest in the Purchased Assets; or
(w) the
Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Performance Guarantor,
or Performance Guarantor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability
of its obligations thereunder; or
(x)
the Internal Revenue Service shall file notice of a lien pursuant to
Section 6323 of the Internal Revenue Code with regard to any of the Purchased Assets or any assets of the Seller, Performance
Guarantor or any Affiliate and such lien shall not have been released within seven (7) days, or the PBGC shall, or shall
indicate its intention to, file notice of a lien pursuant to Section 4068 or Section 303(k) of ERISA with regard
to any of the Purchased Assets; or
(y) an
ERISA Event shall have occurred that, in the opinion of the Required Purchaser Agents, when taken together with all other ERISA Events
that have occurred, could reasonably be expected to result in a material adverse effect on the business, financial condition, operations
or properties of the Performance Guarantor and ERISA Affiliates taken as a whole.
Section 9.2 Remedies.
Upon the occurrence and during the continuation of an Amortization Event, the Administrator may, or upon the direction of 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 and the Final
Facility Termination Date shall forthwith occur, all without demand, protest or further notice of any kind, all of which are hereby expressly
waived by each Seller Party; provided that, upon the occurrence of an Event of Bankruptcy with respect to any Seller Party,
the Facility Termination Date for all Purchaser Groups shall automatically occur, without demand, protest or any notice of any kind,
all of which are hereby expressly waived by each Seller Party, (iii) deliver the Collection Notices to the Collection Banks, (iv) exercise
all rights and remedies of a secured party upon default under the UCC and other applicable laws, and (v) notify Obligors of the
Administrator’s security interest in the Receivables and other Purchased Assets. The aforementioned rights and remedies shall be
without limitation, and shall be in addition to all other rights and remedies of the Administrator, each Purchaser Agent and each Purchaser
otherwise available under any other provision of this Agreement, by operation of law, at equity or otherwise, all of which are hereby
expressly preserved, including, without limitation, all rights and remedies provided under the UCC, all of which rights shall be cumulative.
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ARTICLE X.
INDEMNIFICATION
Section 10.1 Indemnities
by the Seller Parties. Without limiting any other rights that the Administrator, any Purchaser Agent, any Purchaser or any Funding
Source may have hereunder or under applicable law, (A) Seller hereby agrees to indemnify (and pay upon demand to) the Administrator,
each Purchaser Agent, each Purchaser, each Funding Source and each of the respective assigns, officers, directors, members, partners,
certificateholders, Administrators and employees of the foregoing (each, an “Indemnified Party”) from and against
any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’
fees (which attorneys may be employees of any Indemnified Party) and disbursements (all of the foregoing being collectively referred
to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this
Agreement or the acquisition, either directly or indirectly, by any Indemnified Party of an interest in the Receivables, and (B) the
Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party for Indemnified Amounts awarded against or incurred
by any of them arising out of the Servicer’s activities as Servicer hereunder; excluding, however, in all
of the foregoing instances under the preceding clauses (A) and (B):
(a) Indemnified
Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence
or willful misconduct on the part of the Indemnified Party seeking indemnification;
(b) Indemnified
Amounts to the extent the same results from losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy
or lack of creditworthiness of the related Obligor; or
(c) taxes
imposed by the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall
net income of such Indemnified Party to the extent that the computation of such taxes is consistent with the characterization for income
tax purposes of the acquisition by any Purchaser of Receivables as a loan or loans by any Purchaser to Seller secured by the Receivables,
the Related Security, the Collection Accounts and the Collections;
provided that nothing
contained in this sentence shall limit the liability of any Seller Party or limit the recourse of any Indemnified Party to any Seller
Party for amounts otherwise specifically provided to be paid by such Seller Party under the terms of this Agreement. Without limiting
the generality of the foregoing indemnification, Seller shall indemnify the Indemnified Parties for Indemnified Amounts (including, without
limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to
Seller or the Servicer) relating to or resulting from:
(i)
any representation or warranty made by any Seller Party or any Originator (or any
officers of any such Person) under or in connection with this Agreement, any other Transaction Document or any other information or
report delivered by any such Person pursuant hereto or thereto, which shall have been false or incorrect when made or deemed
made;
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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 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
Amortization Event of the type described in Section 9.1(k);
(x) any
failure of Seller to acquire and maintain legal and equitable title to, and ownership of any of the Purchased Assets from the Applicable
Originator, free and clear of any Lien (other than as created hereunder); or any failure of Seller to give reasonably equivalent value
to any Originator under the Receivables Sale Agreement in consideration of the transfer by such Originator of any Receivable, or any
attempt by any Person to void such transfer under statutory provisions or common law or equitable action;
(xi) any
failure to vest and maintain vested in the Administrator for the benefit of the Secured Parties, or to transfer to the Administrator
for the benefit of the Secured Parties, a valid first priority perfected security interests in the Purchased Assets, free and clear of
any Lien (except as created by the Transaction Documents);
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(xii) the
failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable
jurisdiction or other applicable laws with respect to any Purchased Assets, and the proceeds thereof, whether at the time of any Purchase
or at any subsequent time;
(xiii) any
action or omission by any Seller Party which reduces or impairs the rights of any Indemnified Party with respect to any Purchased Assets
or the value of any Purchased Assets;
(xiv) any
attempt by any Person to void any Purchase or the Administrator’s security interest in the Purchased Assets under statutory provisions
or common law or equitable action;
(xv) the
failure of any Receivable included in the calculation of the Net Pool Balance as an Eligible Receivable to be an Eligible Receivable
at the time so included; and
(xvi) any
civil penalty or fine assessed by OFAC or any other Official Body administering any Anti-Corruption Law or Sanctions, and all reasonable
costs and expenses (including reasonable documented legal fees and disbursements) incurred in connection with defense thereof by, any
Indemnified Party in connection with the Transaction Documents as a result of any action of the Seller or any of its respective Affiliates.
Section 10.2 Increased
Cost and Reduced Return. If after the date hereof, any Regulatory Change shall occur: (i) that subjects any Funding Source to
any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement,
or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under
any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1)
or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement
against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding
Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing
its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its
obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding
Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then,
upon demand by the applicable Purchaser Agent, Seller shall pay to such Purchaser Agent, for the benefit of the relevant Funding Source,
such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such
reduction (subject to any limitations specifically with respect to this Section 10.2 set forth in the Fee Letters). For the
avoidance of doubt, if the issuance of Financial Accounting Standards Board’s Interpretation No. 46, Statements of Financial
Accounting Standards Nos. 166 and 167, any future statements or interpretations issued by the Financial Accounting Standards Board or
any successor thereto or any other change in accounting standards or the issuance of any other pronouncement, release or interpretation,
causes or requires the consolidation of all or a portion of the assets and liabilities of the Seller or any Conduit Purchaser with the
assets and liabilities of the Administrator, any Purchaser Agent or any other Funding Source, such event shall constitute a circumstance
on which such Funding Source may base a claim for reimbursement under this Section 10.2.
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Section 10.3 Other
Costs and Expenses. Seller shall pay to the Administrator, each Purchaser Agent and each Purchaser on demand all reasonable costs
and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions
contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of its auditors auditing
the books, records and procedures of Seller, rating agency fees, reasonable fees and out-of-pocket expenses of independent legal counsel
with respect thereto and with respect to providing advice as to their respective rights and remedies under this Agreement but excluding
salaries and similar overhead costs of each Purchaser Group and the Administrator (it being understood that, unless otherwise consented
to by the Seller, the Administrator and each Purchaser Group shall endeavor to utilize the same counsel to the extent reasonably feasible).
Seller shall pay to the Administrator, each Purchaser Agent and each Purchaser on demand any and all costs and expenses thereof, if any,
including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered
hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement
following an Amortization Event.
ARTICLE XI.
THE
Agents
Section 11.1 Appointment
and Authorization.
(a) Each
Purchaser and Purchaser Agent hereby irrevocably designates and appoints MUFG Bank, Ltd., as the “Administrator” hereunder
and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to
exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser,
ratably, the Receivable Interests. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary
relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise
exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship
of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to
the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability
or which is contrary to the provision of any Transaction Document or applicable law.
(b) Each
Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s
Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser
becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement
and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement,
if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere
in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such
Purchaser Agent.
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(c) Except
as otherwise specifically provided in this Agreement, the provisions of this Article XI are solely for the benefit of the
Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or Servicer shall have any rights as a third-party beneficiary
or otherwise under any of the provisions of this Article XI, except that this Article XI shall not affect any
obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions
of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions
hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser.
(d) In
performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents
and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or Servicer
or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the
agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or
agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective
successors and assigns.
Section 11.2 Delegation
of Duties. The Administrator may execute any of its duties through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. The Administrator shall not be responsible for the negligence or misconduct
of any agents or attorneys-in-fact selected by it with reasonable care.
Section 11.3 Exculpatory
Provisions. None of the Purchaser Agents, the Administrator or any of their directors, officers, members, partners, certificateholders,
agents or employees shall be liable for any action taken or omitted (i) with the consent or at the direction of the Required Purchaser
Agents (or in the case of any Purchaser Agent, the Purchasers within its Purchaser Group that have a majority of the aggregate Commitment
of such Purchaser Group) or (ii) in the absence of such Person’s gross negligence or willful misconduct. The Administrator
shall not be responsible to any Purchaser, Purchaser Agent or other Person for (i) any recitals, representations, warranties or
other statements made by the Seller, Servicer, or any of their Affiliates, (ii) the value, validity, effectiveness, genuineness,
enforceability or sufficiency of any Transaction Document, (iii) any failure of the Seller, the Servicer, any Originator or any
of their Affiliates to perform any obligation hereunder or under the other Transaction Documents to which it is a party (or under any
Contract), or (iv) the satisfaction of any condition specified in any Transaction Document. The Administrator shall not have any
obligation to any Purchaser or Purchaser Agent to ascertain or inquire about the observance or performance of any agreement contained
in any Transaction Document or to inspect the properties, books or records of the Seller, Servicer, any Originator or any of their Affiliates.
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Section 11.4 Reliance
by Agents.
(a) Each
Purchaser Agent and the Administrator shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document
or other writing or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person
and upon advice and statements of legal counsel (including counsel to the Seller), independent accountants and other experts selected
by the Administrator. Each Purchaser Agent and the Administrator shall in all cases be fully justified in failing or refusing to take
any action under any Transaction Document unless it shall first receive such advice or concurrence of the Required Purchaser Agents (or
in the case of any Purchaser Agent, the Purchasers within its Purchaser Group that have a majority of the aggregate Commitment of such
Purchaser Group), and assurance of its indemnification, as it deems appropriate.
(b) The
Administrator shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with
a request of the Required Purchaser Agents or the Purchaser Agents, and such request and any action taken or failure to act pursuant
thereto shall be binding upon all Purchasers, the Administrator and Purchaser Agents.
(c) The
Purchasers within each Purchaser Group with a majority of the Commitment of such Purchaser Group shall be entitled to request or direct
the related Purchaser Agent to take action, or refrain from taking action, under this Agreement on behalf of such Purchasers. Such Purchaser
Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request
of such majority Purchasers, and such request and any action taken or failure to act pursuant thereto shall be binding upon all of such
Purchaser Agent’s Purchasers.
(d) Unless
otherwise advised in writing by a Purchaser Agent or by any Purchaser on whose behalf such Purchaser Agent is purportedly acting, each
party to this Agreement may assume that (i) such Purchaser Agent is acting for the benefit of each of the Purchasers in respect
of which such Purchaser Agent is identified as being the “Purchaser Agent” in the definition of “Purchaser Agent”
hereto, as well as for the benefit of each assignee or other transferee from any such Person, and (ii) each action taken by such
Purchaser Agent has been duly authorized and approved by all necessary action on the part of the Purchasers on whose behalf it is purportedly
acting. Each Purchaser Agent and its Purchaser(s) shall agree amongst themselves as to the circumstances and procedures for removal,
resignation and replacement of such Purchaser Agent.
Section 11.5 Notice
of Amortization Events. Neither any Purchaser Agent nor the Administrator shall be deemed to have knowledge or notice of the occurrence
of any Amortization Event or Unmatured Amortization Event unless such Purchaser Agent or Administrator has received notice from any Purchaser,
Purchaser Agent, the Servicer or the Seller stating that an Amortization Event or Unmatured Amortization Event has occurred hereunder
and describing such Amortization Event or Unmatured Amortization Event. In the event that the Administrator receives such a notice, it
shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to
its Purchasers. In the event that a Purchaser Agent receives such a notice (other than from the Administrator), it shall promptly give
notice thereof to the Administrator. The Administrator shall take such action concerning an Amortization Event or Unmatured Amortization
Event as may be directed by the Required Purchaser Agents (unless such action otherwise requires the consent of all Purchaser Agents),
but until the Administrator receives such directions, the Administrator may (but shall not be obligated to) take such action, or refrain
from taking such action, as the Administrator deems advisable and in the best interests of the Purchasers and Purchaser Agents.
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Section 11.6 Non-Reliance
on Administrator, Purchaser Agents and Other Purchasers. Each Purchaser expressly acknowledges that none of the Administrator, the
Purchaser Agents nor any of their respective officers, directors, members, partners, certificateholders, employees, agents, attorneys-in-fact
or Affiliates has made any representations or warranties to it and that no act by the Administrator, or any Purchaser Agent hereafter
taken, including any review of the affairs of the Seller, Servicer or any Originator, shall be deemed to constitute any representation
or warranty by the Administrator or such Purchaser Agent, as applicable. Each Purchaser represents and warrants to the Administrator
and the Purchaser Agents that, independently and without reliance upon the Administrator, Purchaser Agents or any other Purchaser and
based on such documents and information as it has deemed appropriate, it has made and will continue to make its own appraisal of and
investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of the Seller,
Servicer or the Originators, and the Receivables and its own decision to enter into this Agreement and to take, or omit, action under
any Transaction Document. Except for items specifically required to be delivered hereunder, the Administrator shall not have any duty
or responsibility to provide any Purchaser Agent with any information concerning the Seller, Servicer or the Originators or any of their
Affiliates that comes into the possession of the Administrator or any of its officers, directors, members, partners, certificateholders,
employees, agents, attorneys-in-fact or Affiliates.
Section 11.7 Administrators
and Affiliates. Each of the Purchasers and the Administrator and their Affiliates may extend credit to, accept deposits from and
generally engage in any kind of banking, trust, debt, entity or other business with the Seller, Servicer or any Originator or any of
their Affiliates. With respect to the acquisition of the Eligible Receivables pursuant to this Agreement, each of the Purchaser Agents
and the Administrator shall have the same rights and powers under this Agreement as any Purchaser and may exercise the same as though
it were not such an agent, and the terms “Purchaser” and “Purchasers” shall include, to the extent applicable,
each of the Purchaser Agents and the Administrator in their individual capacities.
Section 11.8 Indemnification.
Each Related Committed Purchaser shall indemnify and hold harmless the Administrator (but solely in its capacity as Administrator) and
its officers, directors, members, partners, certificateholders, employees, representatives and agents (to the extent not reimbursed by
the Seller, the Servicer or any Originator and without limiting the obligation of the Seller, the Servicer, or any Originator to do so),
ratably (based on its Commitment) from and against any and all liabilities, obligations, losses, damages, penalties, judgments, settlements,
costs, expenses and disbursements of any kind whatsoever (including in connection with any investigative or threatened proceeding, whether
or not the Administrator or such Person shall be designated a party thereto) that may at any time be imposed on, incurred by or asserted
against the Administrator or such Person as a result of, or related to, any of the transactions contemplated by the Transaction Documents
or the execution, delivery or performance of the Transaction Documents or any other document furnished in connection therewith (but excluding
any such liabilities, obligations, losses, damages, penalties, judgments, settlements, costs, expenses or disbursements resulting solely
from the gross negligence or willful misconduct of the Administrator or such Person as finally determined by a court of competent jurisdiction).
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Section 11.9 Successor
Administrator. The Administrator may, upon at least five (5) days notice to the Seller and each Purchaser and Purchaser Agent,
resign as Administrator. Such resignation shall not become effective until a successor agent is appointed by the Required Purchaser Agents
and has accepted such appointment. Upon such acceptance of its appointment as Administrator hereunder by a successor Administrator, such
successor Administrator shall succeed to and become vested with all the rights and duties of the retiring Administrator, and the retiring
Administrator shall be discharged from its duties and obligations under the Transaction Documents. After any retiring Administrator’s
resignation hereunder, the provisions of Article X and this Article XI shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was the Administrator.
Section 11.10 Erroneous
Payments. (a) If the Administrator (x) notifies a Purchaser or an Indemnified Party, or any Person who has received funds
on behalf of a Purchaser or an Indemnified Party (any such Purchaser, Indemnified Party or other recipient (and each of their respective
successors and assigns), a “Payment Recipient”) that the Administrator has determined in its sole discretion (whether
or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Administrator)
received by such Payment Recipient from the Administrator or any of its Affiliates were erroneously or mistakenly transmitted to, or
otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Purchaser, Indemnified Party
or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal,
interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands
in writing the return of such Erroneous Payment (or a portion thereof) (provided, that, without limiting any other rights or remedies
(whether at law or in equity), the Administrator may not make any such demand under this clause (a) with respect to an Erroneous
Payment unless such demand is made within five (5) Business Days of the date of receipt of such Erroneous Payment by the applicable
Payment Recipient), such Erroneous Payment shall at all times remain the property of the Administrator pending its return or repayment
as contemplated below in this Section 11.10 and held in trust for the benefit of the Administrator, and such Purchaser or
Indemnified Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient
to) promptly, but in no event later than two (2) Business Days thereafter (or such later date as the Administrator may, in its sole
discretion, specify in writing), return to the Administrator the amount of any such Erroneous Payment (or portion thereof) as to which
such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived
in writing by the Administrator) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received
by such Payment Recipient to the date such amount is repaid to the Administrator in same day funds at the greater of the sum of (i) the
Prime Rate plus (ii) 1.0% and a rate determined by the Administrator in accordance with banking industry rules on interbank
compensation from time to time in effect. A notice of the Administrator to any Payment Recipient under this clause (a) shall
be conclusive, absent manifest error.
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(b) Without
limiting immediately preceding clause (a), each Purchaser and Indemnified Party and any Person who has received funds on behalf
of a Purchaser or Indemnified Party (and each of their respective successors and assigns), agrees that if it receives a payment, prepayment
or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the
Administrator (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in
this Agreement or in a notice of payment, prepayment or repayment sent by the Administrator (or any of its Affiliates) with respect to
such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment
sent by the Administrator (or any of its Affiliates), or (z) that such Purchaser or Indemnified Party, or other such recipient,
otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case:
(i) it
acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake
shall be presumed to have been made (absent written confirmation from the Administrator to the contrary) or (B) an error and mistake
has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment;
and
(ii) such
Purchaser or Indemnified Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and,
in all events, within one Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding
clauses (x), (y) and (z)) notify the Administrator of its receipt of such payment, prepayment or repayment, the details thereof
(in reasonable detail) and that it is so notifying the Administrator pursuant to this clause (ii).
For the avoidance of doubt, the failure to deliver
a notice to the Administrator pursuant to this clause (b) shall not have any effect on a Payment Recipient’s obligations pursuant
to the foregoing clause (a) or on whether or not an Erroneous Payment has been made.
(c) Each
Purchaser and Indemnified Party hereby authorizes the Administrator to set off, net and apply any and all amounts at any time owing to
such Purchaser or Indemnified Party under any Transaction Document, or otherwise payable or distributable by the Administrator to such
Purchaser or Indemnified Party under any Transaction Document with respect to any payment of principal, interest, fees or other amounts,
against any amount that the Administrator has demanded to be returned under immediately preceding clause (a).
(d) The
parties hereto agree that (x) irrespective of whether the Administrator may be equitably subrogated, in the event that an Erroneous
Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof)
for any reason, the Administrator shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of
any Payment Recipient who has received funds on behalf of a Purchaser or Indemnified Party, to the rights and interests of such Purchaser
or Indemnified Party, as the case may be) under the Transaction Documents with respect to such amount (the “Erroneous Payment
Subrogation Rights”) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Recourse
Obligations owed by the Seller or any other Seller Party, Purchaser, Administrator, Purchaser Agent or Funding Source; provided
that this Section 11.10 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing
(or accelerating the due date for), the Recourse Obligations of the Seller relative to the amount (and/or timing for payment) of the
Recourse Obligations that would have been payable had such Erroneous Payment not been made by the Administrator; provided, further,
that for the avoidance of doubt, immediately preceding clauses (x) and (y) shall not apply to the extent any
such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the
Administrator from, or on behalf of (including through the exercise of remedies under any Transaction Document), the Seller for the purpose
of making a payment on the Recourse Obligations.
56
(e) To
the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives,
and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim
by the Administrator for the return of any Erroneous Payment received, including, without limitation, any defense based on “discharge
for value” or any similar doctrine.
(f) Each
party’s obligations, agreements and waivers under this Section 11.10 shall survive the resignation or replacement of
the Administrator, any transfer of rights or obligations by, or the replacement of, a Purchaser or Indemnified Party, the termination
of the Commitments and/or the repayment, satisfaction or discharge of all Recourse Obligations (or any portion thereof) under any Transaction
Document.
ARTICLE XII.
ASSIGNMENTS
AND PARTICIPATIONS
Section 12.1
Successors and Assigns; Participations; Assignments.
(a) Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns. Except as otherwise provided herein, no Seller Party may assign or transfer any of its rights or delegate any of its duties
hereunder or under any Transaction Document without the prior consent of the Administrator and the Purchaser Agents.
(b) Participations.
Except as otherwise specifically provided herein, any Purchaser may sell to one or more Persons (each a “Participant”)
participating interests in the interests of such Purchaser hereunder; provided that, no Purchaser shall grant any participation
under which the Participant shall have rights to approve any amendment to or waiver of this Agreement or any other Transaction Document.
Such Purchaser shall remain solely responsible for performing its obligations hereunder, and the Seller, each Purchaser Agent and the
Administrator shall continue to deal solely and directly with such Purchaser in connection with such Purchaser’s rights and obligations
hereunder. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto,
except amendments that require the consent of all Purchasers.
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(c) Assignments
by Certain Related Committed Purchasers. Any Related Committed Purchaser may assign to one or more Persons (each a “Purchasing
Related Committed Purchaser”), reasonably acceptable to the related Purchaser Agent, any portion of its Commitment pursuant
to a supplement hereto, substantially in the form of Exhibit VIII with any changes as have been approved by the parties thereto
(each, a “Transfer Supplement”), executed by each such Purchasing Related Committed Purchaser, such selling
Related Committed Purchaser, such related Purchaser Agent and the Administrator and so long as no Amortization Event has occurred with
the consent of Seller (which consent shall not be unreasonably withheld). Any such assignment by Related Committed Purchaser cannot be
for an amount less than $10,000,000. Upon (i) the execution of the Transfer Supplement, (ii) delivery of an executed copy thereof
to the Seller, such related Purchaser Agent and the Administrator and (iii) payment by the Purchasing Related Committed Purchaser
to the selling Related Committed Purchaser of the agreed purchase price, if any, such selling Related Committed Purchaser shall be released
from its obligations hereunder to the extent of such assignment and such Purchasing Related Committed Purchaser shall for all purposes
be a Related Committed Purchaser party hereto and shall have all the rights and obligations of a Related Committed Purchaser hereunder
to the same extent as if it were an original party hereto. The amount of the Commitment of the selling Related Committed Purchaser allocable
to such Purchasing Related Committed Purchaser shall be equal to the amount of the Commitment of the selling Related Committed Purchaser
transferred regardless of the purchase price, if any, paid therefor. The Transfer Supplement shall be an amendment hereof only to the
extent necessary to reflect the addition of such Purchasing Related Committed Purchaser as a “Related Committed Purchaser”
and any resulting adjustment of the selling Related Committed Purchaser’s Commitment.
(d) Assignments
to Liquidity Providers and other Funding Source Providers. Any Conduit Purchaser may at any time grant to one or more of its Liquidity
Providers or other Funding Source, participating interests (or voting rights or a security interest and right of foreclosure thereon)
in its portion of the Receivable Interests. In the event of any such grant by such Conduit Purchaser of a participating interest to a
Liquidity Provider or other Funding Source, such Conduit Purchaser shall remain responsible for the performance of its obligations hereunder.
The Seller agrees that each Liquidity Provider and Funding Source of any Conduit Purchaser hereunder shall be entitled to the benefits
of Section 1.7.
(e) Other
Assignment by Uncommitted Purchasers. Each party hereto agrees and consents (i) to any Uncommitted Purchaser’s assignment,
participation, grant of security interests in or other transfers of any portion of, or any of its beneficial interest in, the Receivable
Interests (or portion thereof), including without limitation to any collateral agent in connection with its commercial paper program,
if any, and (ii) to the complete assignment by any Uncommitted Purchaser of all of its rights and obligations hereunder to any other
Person with prior notice to the other parties hereto, and upon such assignment such Uncommitted Purchaser shall be released from all
obligations and duties, if any, hereunder; provided that, such Uncommitted Purchaser may not, without the prior consent
of its Related Committed Purchasers (and, in the case of any assignment by an Uncommitted Purchaser that is not a Conduit Purchaser,
unless an Amortization Event has occurred and is continuing, the Seller), make any such transfer of its rights hereunder unless the assignee
(i) if it is a Conduit Purchaser, is principally engaged in the purchase of assets similar to the assets being purchased hereunder,
(ii) has as its Purchaser Agent the Purchaser Agent of the assigning Uncommitted Purchaser and (iii) if it is a Conduit Purchaser,
issues commercial paper with credit ratings substantially comparable to the ratings of the assigning Conduit Purchaser and, provided,
further, that no such consent of the Seller shall be required if the assignee is a Purchaser, an Affiliate of a Purchaser
or an Approved Fund. Any assigning Uncommitted Purchaser shall deliver to any assignee a Transfer Supplement with any changes as have
been approved by the parties thereto, duly executed by such Uncommitted Purchaser, assigning any portion of its interest in the Receivable
Interests to its assignee. Such Uncommitted Purchaser shall promptly (i) notify each of the other parties hereto of such assignment
and (ii) take all further action that the assignee reasonably requests in order to evidence the assignee’s right, title and
interest in such interest in the Receivable Interests and to enable the assignee to exercise or enforce any rights of such Uncommitted
Purchaser hereunder. Upon the assignment of any portion of its interest in the Receivable Interests, the assignee shall have all of the
rights hereunder with respect to such interest (except that the CP Costs therefor shall thereafter accrue at the rate, determined with
respect to the assigning Conduit Purchaser, if applicable, unless the Seller, the related Purchaser Agent and the assignee shall have
agreed upon a different CP Costs).
58
(f) Opinions
of Counsel. If required by the Administrator or the applicable Purchaser Agent or to maintain the ratings of any Conduit Purchaser,
each Transfer Supplement must be accompanied by an opinion of counsel of the assignee as to such matters as the Administrator or such
Purchaser Agent may reasonably request.
ARTICLE XIII.
MISCELLANEOUS
Section 13.1 Waivers
and Amendments.
(a) No
failure or delay on the part of the Administrator, any Purchaser Agent or any Purchaser in exercising any power, right or remedy under
this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude
any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall
be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the
specific instance and for the specific purpose for which given.
(b) Except
as otherwise expressly set forth in this Agreement (including Section 4.1(b) and Section 4.6), no provision
of any Transaction Document may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this
Section 13.1(b). Seller and the Administrator, with the consent of the Required Purchaser Agents, may enter into written
modifications or waivers of any provisions of any Transaction Document; provided that, no such modification or waiver shall:
59
(i) without
the consent of each Purchaser affected thereby, (A) extend the Facility Termination Date for the related Purchaser Group or the
date of any payment or deposit of Collections by Seller or the Servicer, (B) reduce the rate or extend the time of payment of Yield
or any CP Costs (or any component of Yield or CP Costs), (C) change any fee payable to such Purchaser, (D) change the Invested
Amount of any Receivable Interest, (E) amend, modify or waive any provision of the definition of Required Purchaser Agents, Section 1.7,
Section 2.2, Section 2.3, Section 9.1, Section 12.1(d), Section 12.1(e),
this Section 13.1(b), Section 13.5, Section 13.6(b) or Section 13.13, (F) consent
to or permit the assignment or transfer by Seller of any of its rights and obligations under this Agreement, (G) change the definition
of “Available Commitment,” “Commitment,” “Dilution Reserve,” “Eligible Receivable,”
“Government Receivable Excess,” “Liquidity Agreement”, “Loss Reserve,” “Obligor Concentration
Limit,” “Yield Reserve,” “Purchase Limit,” “Purchase Price,” “Rebate Reserve,”
“Required Reserve,” “Required Reserve Factor Floor” “Servicing Fee Rate,” or “Servicing Reserve”
or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses
(A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses;
(ii) without
the written consent of the Administrator and each Purchaser Agent, amend, modify or waive any provision of any Transaction Document if
the effect thereof is to affect the rights (including, without limitation, fees and indemnities) or duties of such Administrator or Purchaser
Agent;
(iii) subordinate
the Administrator’s Liens on the Purchased Assets or subordinate the rights of payment under Sections 2.2 and 2.3
without the written consent of each Purchaser;
(iv) release
all or a material portion of the Purchased Assets from the Administrator’s security interest created hereunder; or
(v) release
the Performance Guarantor from any of its obligations under the Performance Undertaking or terminate the Performance Undertaking,
and any material amendment, waiver or other modification of
this Agreement shall require satisfaction of the Rating Agency Condition.
Section 13.2 Notices.
Except as provided in this Section 13.2, all communications and notices provided for hereunder shall be in writing (including
bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their
respective addresses or telecopy numbers set forth on the signature pages hereof or at such other address or telecopy number as
such Person may hereafter specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication
shall be effective (i) if given by telecopy, upon the receipt thereof, (ii) if sent via U.S. certified or registered mail,
three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (iii) if
given by any other means, when received at the address specified in this Section 13.2. Seller hereby authorizes the Administrator
and each Purchaser Agent to effect Purchases and Interest Period and Yield Rate selections based on telephonic notices made by any Person
whom such Administrator or Purchaser Agent in good faith believes to be acting on behalf of Seller. Seller agrees to deliver promptly
to such Administrator or Purchaser Agent a written confirmation of each telephonic notice signed by an authorized officer of Seller;
provided that, the absence of such confirmation shall not affect the validity of such notice. If the written confirmation
differs from the action taken by the Administrator or any Purchaser Agent, the records of such Administrator or Purchaser Agent shall
govern absent manifest error.
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Section
13.3
Protection
of Administrator’s Security Interest.
(a)
Seller
agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions,
that may be necessary or desirable, or that the Administrator or any Purchaser Agent may request, to perfect, protect or more fully evidence
the Administrator’s security interest in the Purchased Assets, or to enable the Administrator, any Purchaser Agent or any Purchaser
to exercise and enforce their rights and remedies hereunder. At any time after the occurrence of an Amortization Event the Administrator
may, or the Administrator may direct Seller or the Servicer to, notify the Obligors of Receivables, at Seller’s expense, of the
ownership or security interests of the Administrator (for the benefit of the Secured Parties) under this Agreement and may also direct
that payments of all amounts due or that become due under any or all Receivables be made directly to the Administrator or its designee.
Seller or the Servicer (as applicable) shall, at the Administrator’s request, withhold the identities of the Administrator, each
Purchaser Agent and each Purchaser in any such notification.
(b)
If
any Seller Party fails to perform any of its obligations under Section
13.3(a)
and notice of such failure is given to
the Seller Party, the Administrator, any Purchaser Agent or any Purchaser may (but shall not be required to) perform, or cause performance
of, such obligations, and the costs and expenses incurred in connection therewith shall be payable by Seller as provided in Section
10.3.
Each Seller Party irrevocably authorizes the Administrator at any time and from time to time in the sole discretion of the Administrator,
and appoints the Administrator as its attorney-in-fact, to act on behalf of such Seller Party (i)
to execute on behalf of Seller
as debtor and to file financing statements necessary or desirable in the Administrator’s sole discretion to perfect and to maintain
the perfection and priority of the interest of the Administrator for the benefit of the Secured Parties in the Receivables and (ii)
to
file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing
statement in such offices as the Administrator in its sole discretion deems necessary or desirable to perfect and to maintain the perfection
and priority of the Administrator’s security interest in the Purchased Assets, for the benefit of the Secured Parties. The Administrator
shall provide the Seller with copies of any such filings. This appointment is coupled with an interest and is irrevocable. Each of the
Seller Parties (A)
hereby authorizes the Administrator to file financing statements and other filing or recording documents with
respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof),
without the signature or other authorization of such Seller Party, in such form and in such offices as the Administrator reasonably determines
appropriate to perfect or maintain the perfection of the security interest of the Administrator hereunder, (B)
acknowledges and
agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the
Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express
prior written approval by the Administrator, consenting to the form and substance of such filing or recording document, and (C)
approves,
authorizes and ratifies any filings or recordings made by or on behalf of the Administrator in connection with the perfection of the
security interests in favor of Seller or the Administrator.
61
Section
13.4
Confidentiality.
(a)
Each
of the parties hereto shall maintain and shall cause each of its employees, members, partners, certificateholders and officers to maintain
the confidentiality of the Agreement and all information with respect to the other parties, including all information regarding their
respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated
herein, except that each such party and its directors, officers, members, partners, certificateholders and employees may (i)
disclose
such information to its accountants, attorneys, investors, potential investors, credit enhancers to the Purchasers and the agents or
advisors of such Persons (“Excepted Persons”), provided, however, that each Excepted Person shall,
as a condition to any such disclosure, agree for the benefit of the parties hereto that such information shall be used solely in connection
with such Excepted Person’s evaluation of, or relationship with, the Seller and its affiliates, (ii)
disclose the existence
of the Agreement, but not the financial terms thereof, (iii)
disclose such information as required pursuant to any law, rule, regulation,
direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or
effect of law) and (iv)
disclose the Agreement and such information in any suit, action, proceeding or investigation (whether in
law or in equity or pursuant to arbitration) involving any of the Transaction Documents for the purpose of defending itself, reducing
its liability, or protecting or exercising any of its claims, rights, remedies, or interests under or in connection with any of the Transaction
Documents; provided that the Persons permitted to make such disclosures under clauses (iii)
and (iv)
shall also
include credit enhancers to the Purchasers. It is understood that the financial terms that may not be disclosed except in compliance
with this Section
13.4(a)
include, without limitation, all fees and other pricing terms, and all Amortization Events
and priority of payment provisions.
(b)
Anything
herein to the contrary notwithstanding, each Seller Party hereby consents to the disclosure of any nonpublic information with respect
to it obtained in connection with the transactions contemplated herein (i)
to the Administrator, any Liquidity Agent, any Purchaser,
any Purchaser Agent or any other Funding Source by each other, (ii)
by the Administrator, any Liquidity Agent, any Purchaser, any
Purchaser Agent or any other Funding Source to any prospective or actual assignee or participant of any of them or (iii)
by the
Administrator, any Liquidity Agent, any Purchaser, any Purchaser Agent or any other Funding Source to any rating agency, commercial paper
dealer or provider of a surety, guaranty or credit or liquidity enhancement to a Purchaser and to any officers, directors, members, partners,
certificateholders, employees, accountants, advisors, and attorneys of any of the foregoing, provided each such Person is informed of
the confidential nature of such information. In addition, the Administrator, any Liquidity Agent, any Purchaser, any Purchaser Agent,
any other Funding Source or provider of a surety, guaranty or credit or liquidity enhancement to a Purchaser may disclose any such nonpublic
information as required pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory
authority or proceedings (whether or not having the force or effect of law).
62
(c)
Notwithstanding
anything herein to the contrary, the foregoing shall not be construed to prohibit (i)
disclosure of any and all information that
is or becomes publicly known, (ii)
disclosure of any and all information if required to do so by any applicable statute, law, rule
or
regulation, or (iii)
any other disclosure authorized by the Seller or Servicer.
Section
13.5
Bankruptcy
Petition. Each party hereto hereby covenants and agrees that prior to the date which is one year and one day after the payment in
full of all outstanding commercial paper notes or other indebtedness of each Conduit Purchaser, it will not institute against or join
any other Person in instituting against such Conduit Purchaser any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or other similar proceeding under the laws of the United States or any state of the United States.
Section
13.6
Limitation
of Liability. (a)
No claim may be made by any Seller Party or any other Person against the Administrator, any Purchaser Agent,
any Purchaser or any other Funding Source or their respective Affiliates, directors, officers, members, partners, certificateholders,
employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract
or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or
event occurring in connection therewith; and each Seller Party hereby waives, releases, and agrees not to sue upon any claim for any
such damages, whether or not accrued and whether or not known or suspected to exist in its favor, and (b)
no Purchaser shall have
any obligation to pay any amounts owing hereunder unless and until such Purchaser has received such amounts pursuant to its portion of
the Receivable Interests and such amounts are not necessary to pay outstanding commercial paper notes or other outstanding indebtedness
of such Purchaser. In addition, each party hereto hereby agrees that no liability or obligation of any Purchaser hereunder for fees,
expenses or indemnities shall constitute a claim (as defined in Section
101 of Title 11 of the United States Bankruptcy Code) against
such Purchaser unless such Purchaser has received cash from its portion of the Receivable Interests sufficient to pay such amounts, and
such amounts are not necessary to pay outstanding commercial paper notes or other indebtedness of such Purchaser.
Section
13.7
CHOICE
OF LAW. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAWS THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW (EXCEPT IN THE CASE OF THE
OTHER TRANSACTION DOCUMENTS, TO THE EXTENT OTHERWISE EXPRESSLY STATED THEREIN) AND EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE OWNERSHIP
INTEREST OF SELLER OR THE OWNERSHIP OR SECURITY INTEREST OF THE ADMINISTRATOR (FOR THE BENEFIT OF THE SECURED PARTIES) IN ANY OF THE
COLLATERAL IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.
63
Section
13.8
CONSENT
TO JURISDICTION. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL
COURT SITTING IN THE SOUTHERN DISTRICT OF NEW YORK OR ANY NEW YORK STATE COURT SITTING IN NEW YORK COUNTY IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THIS AGREEMENT, AND EACH SUCH PARTY
HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY
BE HEARD AND DETERMINED IN ANY SUCH COURT
AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY
NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATOR, ANY PURCHASER
AGENT OR ANY PURCHASER TO BRING PROCEEDINGS AGAINST ANY SELLER PARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING
BY ANY SELLER PARTY AGAINST THE ADMINISTRATOR , ANY PURCHASER AGENT OR ANY PURCHASER OR ANY AFFILIATE OF THE ADMINISTRATOR, ANY PURCHASER
AGENT OR ANY PURCHASER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT
OR ANY DOCUMENT EXECUTED BY SUCH SELLER PARTY PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.
Section
13.9
WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
(WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT
EXECUTED BY ANY SELLER PARTY PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.
Section
13.10
Integration;
Binding Effect; Survival of Terms.
(a)
This
Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto
with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject
matter hereof superseding all prior oral or written understandings.
(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.
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(c)
Each
of the Seller Parties, and the Administrator, the Purchaser Agents and the Purchasers hereby acknowledges and agrees that the Funding
Sources are hereby made express third party beneficiaries of this Agreement and each of the other Transaction Documents as in effect
from time to time.
Section
13.11
Counterparts;
Severability; Section
References. This Agreement may be executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall
constitute one and the same Agreement. Delivery of an executed counterpart of a signature page
to this Agreement by telecopier shall
be effective as delivery of a manually executed counterpart of a signature page
to this Agreement. Any provisions of this Agreement
which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all references
herein to “Article,” “Section,” “Schedule” or “Exhibit” shall mean articles and
sections of, and schedules and exhibits to, this Agreement.
Section
13.12
Characterization.
(a)
It
is the intention of the parties hereto that each Purchase hereunder shall constitute and be treated as an absolute and irrevocable sale,
which Purchase shall provide the Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable
Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without
recourse to Seller; provided that (i)
Seller shall be liable to the Administrator, the Purchaser Agents and the Purchasers
for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii)
such
sale does not constitute and is not intended to result in an assumption by the Administrator, any Purchaser Agent or any Purchaser or
any assignee thereof of any obligation of Seller or any Originator or any other person arising in connection with the Receivables, the
Related Security, or the related Contracts, or any other obligations of Seller or any Originator.
(b)
In
addition to any ownership interest which the Administrator or any Purchaser may from time to time acquire pursuant hereto, Seller hereby
grants to the Administrator for the benefit of Secured Parties a valid and perfected security interest in all of Seller’s right,
title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection
Account, all Related Security, all other rights and payments relating to such Receivables, and all proceeds of any thereof prior to all
other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. The Administrator,
on behalf of Secured Parties, shall have, in addition to the rights and remedies that it may have under this Agreement, all other rights
and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
Section
13.13
Amendment
and Restatement. This Agreement amends and restates the Original Agreement. This Agreement shall not effect a novation of the obligations
of the parties under the Original Agreement, but instead shall be merely a restatement and, where applicable, an amendment of the terms
governing such obligations. The parties hereto acknowledge and consent to the amendment or amendment and restatement of any of the other
Transaction Documents, as applicable, entered into in connection herewith on the Closing Date.
65
Section
13.14
Ratification
by Performance Guarantor. The Performance Guarantor consents to the amendment and restatement hereof and any other amendment to any
other Transaction Document entered into in connection herewith and agrees that this Agreement and all other Transaction Documents as
so amended, remain in full force and effect. The Performance Undertaking is hereby ratified and reaffirmed by the Performance Guarantor.
Section
13.15
Federal
Reserve; Etc.
(a)
Federal
Reserve. Notwithstanding any other provision of this Agreement to the contrary, any Purchaser Group may at any time pledge or grant
a security interest in all or any portion of its rights (including, without limitation, any rights to payment of capital and interest)
under this Agreement and any other Transaction Document to secure obligations of such Purchaser Group to a Federal Reserve Bank, without
notice to or consent of the Seller or the Administrator or any other party; provided that no such pledge or grant of a security
interest shall release a Purchaser Group from any of its obligations hereunder, or substitute any such pledgee or grantee for such Purchaser
Group as a party hereto.
(b)
Security
Trustee.
Notwithstanding any other provision of this Agreement to the contrary, any Conduit Purchaser may at any time pledge
or grant a security interest in all or any portion of its rights (including, without limitation, any rights to payment of capital and
interest) under this Agreement and any other Transaction Document to a security trustee under such Conduit Purchaser’s Commercial
Paper program, without notice to or consent of the Seller or the Administrator or any other party; provided that no such pledge
or grant of a security interest shall release any Conduit Purchaser from any of its obligations hereunder, or substitute any such pledgee
or grantee for such Purchaser Group as a party hereto.
Section
13.16
Patriot
Act. To the extent applicable, each Originator, the Seller and the Servicer are in compliance, in all material respects, with the
(a)
Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department
(31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (b)
Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001) (the
“Patriot Act”). No part of the proceeds of the Purchases made hereunder will be used by any Originator, the Seller, the Servicer,
or any of their Affiliates, directly or indirectly, for any payments to any governmental official or employee, political party, official
of a political party, candidate for political office, or anyone else acting in a official capacity, in order to obtain, retain or direct
business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. Upon
the reasonable request of the Administrator or any Purchaser, the Seller and the Servicer shall provide to the Administrator or such
Purchaser the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering
and counter-terrorist financing laws, rules, and regulations. The Seller shall promptly notify the Administrator and each Purchaser of
any change(s)
to beneficial ownership or control party information.
66
Section
13.17
Defaulted
Receivables.
(a)
Each
of the parties hereto hereby consents to the sale, transfer and assignment, from time to time, of Defaulted Receivables from the Seller
to ABDC pursuant to an Assignment Agreement in form and substance substantially similar to Exhibit
XVII (each, a “Defaulted
Receivables Assignment Agreement”), provided that each of the following conditions precedent have been satisfied with respect
to such Defaulted Receivables prior to effectiveness of such Defaulted Receivables Assignment Agreement (such conditions, the “Defaulted
Receivables Assignment Conditions”):
(i)
the
Seller (or the Servicer on its behalf) has delivered to the Administrator an executed officer’s certificate, in form and substance
substantially similar to Exhibit
XVIII (each, a “Defaulted Receivables Certificate”), that (A)
specifically
identifies in reasonable detail each of the Defaulted Receivables that are contemplated to be sold, transferred and assigned by the Seller
to ABDC pursuant to a Defaulted Receivables Assignment Agreement (such Receivables, “Subject Defaulted Receivables”),
(B)
specifies the proposed date of effectiveness of such Defaulted Receivables Assignment Agreement, that shall be no earlier than
ten (10)
Business Days following the delivery date of such Defaulted Receivables Certificate and (C)
attaches a copy of the
proposed Defaulted Receivables Assignment Agreement;
(ii)
as
of both the delivery date of such Defaulted Receivables Certificate and the proposed effective date of such Defaulted Receivables Assignment
Agreement, no event has occurred and is continuing, or would result from the execution and performance of such Defaulted Receivables
Assignment Agreement, that would constitute an Amortization Event or an Unmatured Amortization Event;
(iii)
the
execution and performance of such Defaulted Receivables Assignment Agreement would not violate any assumption made in the most recently
delivered true sale or non-consolidation opinion delivered by counsel to the Seller in connection with this Agreement and the other Transaction
Documents;
(iv)
after
giving effect to such Defaulted Receivables Assignment Agreement, the aggregate Outstanding Balance of all Defaulted Receivables sold,
transferred or assigned by the Seller to ABDC or any Affiliate thereof during the immediately preceding twelve (12) calendar months does
not exceed $5,000,000;
(v)
the
Seller is not retaining ownership of any Defaulted Receivables owing from an Obligor of any Subject Defaulted Receivables that are being
sold, transferred and assigned pursuant to such Defaulted Receivables Assignment Agreement;
(vi)
the
purchase price to be paid by ABDC to the Seller for such Subject Defaulted Receivables (A)
constitutes the fair market value of
such Subject Defaulted Receivables as of the effective date of such Defaulted Receivables Assignment Agreement and (B)
has been
deposited into the Collection Account;
67
(vii)
solely
with respect to the first such sale of Defaulted Receivables from the Seller to ABDC pursuant to a Defaulted Receivables Assignment Agreement,
the Administrator shall have received a favorable opinion dated on or after June
28, 2013 from external counsel to the Seller, addressed
to the Administrator, each Purchaser and each Purchaser Agent, in form and substance satisfactory to the Administrator covering certain
true sale and non-consolidation matters as may be reasonably requested by the Administrator; and
(viii)
the
Seller (or the Servicer on its behalf) has delivered to the Administrator a fully executed copy of such Defaulted Receivables Assignment
Agreement.
(b)
Upon
satisfaction of each of the Defaulted Receivables Assignment Conditions with respect to any Subject Defaulted Receivable, the Administrator
and each of the Purchasers shall release all of its right, title and interest (including any security interest) in and to such Subject
Defaulted Receivables and all Related Security associated solely with such Subject Defaulted Receivables and not with any other Receivables
(collectively with such Subject Defaulted Receivables, the “Subject Defaulted Assets”). Any sale by the Seller to
ABDC of Subject Defaulted Assets in accordance with this Section
13.17 shall constitute a “Permitted Defaulted Assets
Transaction”. For the avoidance of doubt, neither the Administrator nor any Purchaser shall release any of its right, title
and interest (including any security interest) in any property other than such Subject Defaulted Assets pursuant to this clause (b),
and none of them is hereby consenting to any sale, transfer or assignment by the Seller of any Receivables or any Related Security other
than the Subject Defaulted Assets to ABDC pursuant to this Section
13.17 and such Defaulted Receivables Assignment Agreement.
Section
13.18
Excluded
Receivables.
(a)
So
long as each of the Included Conditions shall be satisfied, the Servicer may, from time to time and at its sole discretion, request that
the Specified Obligor cease to be designated as an Excluded Obligor by delivering an Excluded Obligor Request to the Administrator and
each Purchaser Agent, which Excluded Obligor Request shall (i)
specify that the Specified Obligor shall no longer constitute an
Excluded Obligor, (ii)
be executed by the Seller, the Servicer and each Originator and (iii)
specify the proposed Excluded
Obligor Date with respect to the Specified Obligor (which date shall be no less than ten (10)
Business Days following the date of
such Excluded Obligor Request). For purposes of this Section
13.18, “Included Conditions” means, as of
any date of determination, the satisfaction of all of the following conditions on such date: (i)
no Amortization Event or Unmatured
Amortization Event has occurred and is continuing, or would result from the proposed removal of the Specified Obligor as an Excluded
Obligor, (ii)
the Servicer has delivered to the Administrator a favorable UCC lien search with respect to each Originator in its
respective jurisdiction of organization and such lien searches do not indicate any UCC financing statements that include as the collateral
thereof, any Receivables, the Obligor of which is the Specified Obligor or any Affiliate thereof, (iii)
the Servicer has delivered
to the Administrator a pro forma Settlement Report, in form and substance satisfactory to the Administrator and each Purchaser Agent
and prepared after giving effect to the proposed removal of the Specified Obligor as an Excluded Obligor, and (iv)
the Servicer
has prepared (or caused to be prepared) UCC financing statement amendments (in form and substance satisfactory to the Administrator)
with respect to each of the UCC financing statements filed against the Originators in connection with the Transaction Documents, which
UCC financing statement amendment cause references to any “Excluded Receivables” to be deleted from the related UCC financing
statements (each such UCC financing statement amendment, a “Removing Excluded Receivable UCC Amendment”).
68
(b)
So
long as (i)
as of the Excluded Obligor Date and after giving effect to the removal of the Specified Obligor’s designation
as an Excluded Obligor, each of the Included Conditions have been satisfied, (ii)
each Removing Excluded Receivable UCC Amendment
has been appropriately filed in the applicable jurisdiction and (iii)
the Administrator has acknowledged in writing to the removal
of the Specified Obligor’s designation as an Excluded Obligor, such acknowledgement to be granted or withheld in the Administrator’s
sole discretion, then upon the countersignature by the Administrator of such Excluded Obligor Request, the Specified Obligor shall no
longer constitute an Excluded Obligor as of the Excluded Obligor Date.
(c)
Each
of the parties hereto hereby acknowledge and agree that on the Excluded Obligor Date, each Receivable, the Obligor of which is the Specified
Obligor, and that was originated on or prior to the Excluded Obligor Date shall be transferred and assigned by the related Originator
to the Seller in accordance with the terms and provisions of the Receivables Sale Agreement.
Section
13.19
Acknowledgement
and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Transaction Document or in
any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected
Financial Institution arising under any Transaction Document, to the extent such liability is unsecured, may be subject to the Write-down
and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a)
the application of any Write-down and Conversion Powers by the applicable
Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial
Institution; and
(b)
the effects of any Bail-In Action on any such liability, including,
if applicable:
(i)
a reduction in full or in part or cancellation of any such
liability;
(ii)
a conversion of all, or a portion of, such liability into shares
or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be
issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any
rights with respect to any such liability under this Agreement or any other Transaction Document; or
(iii)
the variation of the terms of such liability in connection with the
exercise of the Write-down and Conversion Powers of the applicable Resolution Authority.
<signature pages
follow>
69
IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers or attorneys-in-fact as
of the date hereof.
AMERISOURCE RECEIVABLES FINANCIAL CORPORATION,
as Seller
By:
Name:
Title:
Address:
AmeriSource Receivables Financial Corporation
1 West First Avenue
Conshohocken, PA 19428
Attention:
Mahaveer Jain
Telephone:
(610) 727-7453
Facsimile:
(610) 727-3639
AMERISOURCEBERGEN DRUG CORPORATION,
as Servicer
By:
Name:
Title:
Address:
AmerisourceBergen Drug Corporation
1 West First Avenue
Conshohocken, PA 19428
Attention:
Mahaveer Jain
Telephone:
(610) 727-7116
Facsimile:
(610) 727-3639
S-1 Amended and Restated
Receivables Purchase Agreement
(ARFC)
MUFG BANK, LTD., as Administrator
By:
Name:
Title:
Address:
1221 Avenue of the Americas
New York, NY 10020
Attention:
Securitization Group
Telephone:
(212) 405-6970
Facsimile:
(212) 782-6448
S-2 Amended and Restated
Receivables Purchase Agreement
(ARFC)
WELLS FARGO BANK, NATIONAL ASSOCIATION, as an Uncommitted Purchaser
By:
Name:
Title:
Address:
1100 Abernathy Road
Suite 1600
Atlanta, GA 30328
E-mail:
wfcc-collateral@wellsfargo.com
Facsimile:
866-972-3558
Attention:
Ryan Tozier
Telephone:
770-508-2171
Facsimile:
855-818-1936
Attention:
Bria Brown
Telephone:
770-508-2145
S-3 Amended and Restated
Receivables Purchase Agreement
(ARFC)
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Purchaser Agent and Related Committed
Purchaser for Wells Fargo Bank, National Association
By:
Name:
Title:
Address:
1100 Abernathy Road
Suite 1600
Atlanta, GA 30328
E-mail:
wfcc-collateral@wellsfargo.com
Facsimile:
866-972-3558
Attention:
Ryan Tozier
Telephone:
770-508-2171
Facsimile:
855-818-1936
Attention:
Bria Brown
Telephone:
770-508-2145
Commitment:
$270,000,000170,000,000
S-4 Amended and Restated
Receivables Purchase Agreement
(ARFC)
PNC BANK, NATIONAL ASSOCIATION, as Purchaser Agent, Uncommitted Purchaser and Related Committed Purchaser
By:
Name:
Title:
PNC Bank, National Association
The Tower at PNC Plaza
300 Fifth Avenue
Pittsburgh, PA 15222-2707
Attention:
Brian Stanley
Telephone:
(412) 768-3090
Facsimile:
(412) 762-9184
Commitment:
$200,000,000 130,000,000
S-5 Amended and Restated
Receivables Purchase Agreement
(ARFC)
BANK OF AMERICA, N.A., as Purchaser Agent, Uncommitted Purchaser and
Related Committed Purchaser
Related Committed Purchaser
By:
Name:
Title:
Bank of America, N.A.
Trade Receivables Securitization Finance
13510 Ballantyne Corporate PI
Charlotte, NC 28277
Attention:
Ross GlynnChris Haynes
Telephone:
(980) 387-6327683-4585
E-mail:
ross.glynn@bofa.comchristopher.haynes@bofa.com
Commitment:
$100,000,000 50,000,000
S-6 Amended and Restated
Receivables Purchase Agreement
(ARFC)
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as Purchaser Agent, Uncommitted Purchaser and Related Committed Purchaser
By:
Name:
Title:
By:
Name:
Title:
Banco Bilbao Vizcaya Argentaria, S.A. New York Branch
Two Manhattan West, 375 9th Ave, 6th Floor
New York, NY 10001
Attention:
Roman Burt
Telephone:
(212) 728-2308
E-mail:
roman.burt@bbva.com
Commitment:
$50,000,000
S-7 Amended and Restated
Receivables Purchase Agreement
(ARFC)
VICTORY RECEIVABLES CORPORATION, as an Uncommitted Purchaser
By:
Name:
Title:
Address for notice:
Victory Receivables Corporation
c/o Global Securitization Services, LLC
68 South Service Road, Suite 120
Melville, NY 11747
Attention:
Kevin Corrigan
Telephone:
(212) 295-2757
Facsimile:
(212) 302-8767
E-mail:
kcorrigan@gssnyc.com
GOTHAM FUNDING CORPORATION, as an Uncommitted Purchaser
By:
Name:
Title:
Address for notice:
Gotham Funding Corporation
c/o Global Securitization Services, LLC
68 South Service Road, Suite 120
Melville, NY 11747
Attention:
Kevin Corrigan
Telephone:
(212) 295-2757
Facsimile:
(212) 302-8767
E-mail:
kcorrigan@gssnyc.com
S-8 Amended and Restated
Receivables Purchase Agreement
(ARFC)
MUFG BANK, LTD., as Purchaser Agent for Victory Receivables Corporation
and Gotham Funding Corporation
By:
Name:
Title:
Address for notice:
MUFG Bank, Ltd.
1221 Avenue of the Americas
New York, NY 10020
Attention:
Securitization Group
Telephone:
(212) 405-6970
Telecopier:
(212) 782-6448
E-mail:
securitization_reporting@us.mufg.jp
S-9 Amended and Restated
Receivables Purchase Agreement
(ARFC)
MUFG BANK, LTD., as Related Committed Purchaser for Victory Receivables Corporation and Gotham Funding Corporation
By:
Name:
Title:
Address for notice:
MUFG Bank, Ltd.
1221 Avenue of the Americas
New York, NY 10020
Attention:
Securitization Group
Telephone:
(212) 405-6970
Telecopier:
(212) 782-6448
E-mail:
securitization_reporting@us.mufg.jp
Commitment:
$300,000,000190,000,000
S-10 Amended and Restated
Receivables Purchase Agreement
(ARFC)
GTA FUNDING LLC,
as an Uncommitted Purchaser
By:
Name:
Title:
Address for notice:
c/o TD Securities Inc.
TD North Tower 25th floor
77 King St. West, Toronto ON, M5K 2A1
Attention:
ASG Asset Securitization
E-mail:
asgoperations@tdsecurities.com
COMPUTERSHARE TRUST COMPANY OF CANADA, in its capacity as trustee of
RELIANT TRUST, by its U.S. Financial Services Agent, THE TORONTO-DOMINION BANK,
as an Uncommitted Purchaser
By:
Name:
Title:
Address for notice:
c/o TD Securities Inc.
TD North Tower 25th floor
77 King St. West, Toronto ON, M5K 2A1
Attention:
ASG Asset Securitization
E-mail:
asgoperations@tdsecurities.com
S-11 Amended and Restated
Receivables Purchase Agreement
(ARFC)
THE TORONTO-DOMINION BANK, as Purchaser Agent and Related Committed
Purchaser for Reliant Trust and GTA Funding LLC
By:
Name:
Title:
Address for notice:
c/o TD Securities Inc.
TD North Tower 25th floor
77 King St. West, Toronto ON, M5K 2A1
Attention:
ASG Asset Securitization
E-mail:
asgoperations@tdsecurities.com
Commitment:
$230,000,000150,000,000
S-12 Amended and Restated
Receivables Purchase Agreement
(ARFC)
U.S. BANK NATIONAL ASSOCIATION, as Purchaser Agent, Uncommitted Purchaser and Related Committed Purchaser
By:
Name:
Title:
Address for notice:
U.S. Bank National Association
214 N. Tryon St
Charlotte, NC 28202
Attn:
Jeff Fricano
Telephone:
(704) 335-7811
Email:
jeff.fricano@usbank.com
Commitment:
$200,000,000130,000,000
S-13 Amended and Restated
Receivables Purchase Agreement
(ARFC)
TRUIST bank, as Purchaser Agent, Uncommitted Purchaser and Related Committed Purchaser
By:
Name:
Title:
Address for notice:
Truist Bank
303 Peachtree Street, 25th Floor
MC: GA-ATL-7662
Atlanta, GA 30308
Attn: Karen Weich
Telephone:
(404) 813-9293
Facsimile:
(801) 453-4108
Email:
agency.services@Truist.com
Commitment:
$200,000,000130,000,000
S-14 Amended and Restated
Receivables Purchase Agreement
(ARFC)
ACKNOWLEDGED AND AGREED:
CENCORA, INC., as Performance Guarantor
By:
Name:
Title:
S-15 Amended and Restated
Receivables Purchase Agreement
(ARFC)
EXHIBIT
I
DEFINITIONS
As used in this Agreement, the following
terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):
“Accordion
Confirmation” has the meaning set forth in Section
1.1(b)(vi).
“Accordion
Group Commitment” means with respect to any Purchaser Group, the aggregate amount of any increase in such Purchaser
Group’s Group Commitment pursuant to Section
1.1(b)
consented to by the Purchaser Agent on behalf of the Purchasers
in such Purchaser Group.
“Accordion
Invested Amount” means, with respect to any Purchaser and its related Invested Amount, the portion, if any, of such
Invested Amount being funded or maintained by such Purchaser under its Purchaser Group’s Accordion Group Commitment.
“Accordion
Purchase Limit” means the aggregate of the amount of any increase to the Purchase Limit pursuant to Section
1.1(b)
consented
to by the Increasing Purchaser Groups (and as such amount may be decreased in connection with any Exiting Purchaser); provided,
that the Accordion Purchase Limit shall in no event exceed $500,000,0001,000,000,000
without the consent of all Purchaser Agents.
“Accordion
Ratable Share” means, for each Purchaser Group (other than those comprised of Exiting Purchasers), such Purchaser
Group’s Accordion Group Commitment divided by the aggregate Accordion Group Commitments of all Purchaser Groups (other than those
comprised of Exiting Purchasers).
“Account
Disclosure Letter” means that certain letter from the Seller and the Servicer to the Administrator and each Purchaser
Agent, setting forth each Lock-Box and Collection Account to which Collections are remitted.
“Adjusted
Daily One Month Term SOFR” means, for purposes of any calculation, the rate per annum equal to (a)
Daily One
Month Term SOFR for such calculation plus (b)
the SOFR Spread; provided, that if Adjusted Daily One Month Term SOFR determined
as provided above shall ever be less than the Floor, then Adjusted Daily One Month Term SOFR shall be deemed to be the Floor.
“Adjusted
Dilution Ratio” means, at any time, the rolling average of the Dilution Ratio for the 12 Calculation Periods then most
recently ended.
“Administrator”
has the meaning set forth in the preamble to this Agreement.
“Affected
Financial Institution” means (a)
any EEA Financial Institution or (b)
any UK Financial Institution.
I-1
“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.
“Aggregate
Invested Amount” means, on any date of determination, the aggregate Invested Amount of all Receivable Interests of all
Purchasers outstanding on such date.
“Aggregate
Reduction” has the meaning specified in Section
1.3.
“Aggregate
Unpaids” means, at any time, an amount equal to the sum of (i)
the Aggregate Invested Amount, plus (ii)
all Recourse
Obligations (whether due or accrued) at such time.
“Agreement”
means this Agreement, as it may be amended, restated, supplemented or otherwise modified and in effect from time to time.
“Alternate
Base Rate” means, for any day for any Purchaser (a)
the rate per annum equal to (i)
two percent (2.00%)
above Adjusted Daily One Month Term SOFR or (ii)
if Adjusted Daily One Month Term SOFR is not available in accordance with Section
4.4
or 4.6, the greater of (x)
the Prime Rate and (y)
one-half of one percent (0.50%) above the Federal Funds Effective
Rate or (b)
any other rate designated as the “Alternate Base Rate” for such Purchaser in an Assumption Agreement or
Transfer Supplement pursuant to which such Purchaser becomes a party (as a Purchaser) to the Agreement, or any other written agreement
among such Purchaser to the Seller, the Servicer, the related Purchaser Agent and the Administrator from time to time. For purposes of
determining the Alternate Base Rate for any day, changes in the Prime Rate or the Federal Funds Effective Rate shall be effective on
the date of each such change.
“Amortization
Date” means the earliest to occur of (i)
the day on which any of the conditions precedent set forth in Section
6.2
are not satisfied, (ii)
the Business Day immediately prior to the occurrence of an Event of Bankruptcy with respect to any Seller
Party, (iii)
the Business Day specified in a written notice from the Administrator following the occurrence of any other Amortization
Event, and (iv)
the date which is 30 days after the Administrator’s receipt of written notice from Seller that it wishes to
terminate the facility evidenced by this Agreement.
“Amortization
Event” has the meaning specified in Article
IX.
“Anti-Corruption
Laws” means the United States Foreign Corrupt Practices Act of 1977 and all other laws, rules
and regulations
of any jurisdiction applicable to the Seller, the Servicer and their Subsidiaries concerning or relating to bribery, money laundering
or corruption.
“Applicable
Originator” shall mean the Originator which generated a specific Receivable (or Receivables).
“Approved
Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing
in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by a Purchaser,
an Affiliate of a Purchaser or an entity or an Affiliate of an entity that administers or manages a Purchaser.
I-2
“Assumption
Agreement” means an agreement substantially in the form set forth in Exhibit
VII to the
Agreement.
“Authorized
Officer” means, with respect to any Person, its president, corporate controller, treasurer, assistant treasurer, chief
accounting officer or chief financial officer.
“Available
Commitment” means, with respect to each Related Committed Purchaser the excess, if any, of such Related Committed
Purchaser’s Commitment over the amount funded as of such date by such Related Committed Purchaser with respect to outstanding principal
of the Receivable Interests under the Liquidity Agreement for the Conduit Purchaser, if any, in the related Purchaser Group.
“Bail-In
Action” means the exercise of any Write-down and Conversion Powers by the applicable Resolution Authority in respect of
any liability of an Affected Financial Institution.
“Bail-In
Legislation” means (a)
with respect to any EEA Member Country implementing Article
55 of Directive 2014/59/EU
of the European Parliament and of the Council of the European Union, the implementing law, regulation rule
or requirement for such
EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b)
with respect to the United
Kingdom, Part
I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule
applicable
in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their
affiliates (other than through liquidation, administration or other insolvency proceedings).
“Bank
Funding” means the funding of a Receivable Interest hereunder by any Purchaser (other than Reliant Trust) other
than through the issuance of Commercial Paper and that is not a Liquidity Funding.
“Bank
Rate” means, with respect to each Receivable Interest that is funded through a Bank Funding, (a)
Adjusted Daily
One Month Term SOFR or (b)
if Adjusted Daily One Month Term SOFR is not available in accordance with Section
4.4 or
4.6, the Alternate Base Rate.
“Bank
Rate Funding” means a Bank Funding or a Liquidity Funding.
“Base
Rate Invested Amounts” means Invested Amounts accruing Yield at the Alternate Base Rate.
“Beneficial
Ownership Rule” means 31 C.F.R. § 1010.230.
“Broken
Funding Costs” means for any Receivable Interest which: (i)
has its Invested Amount reduced (I)
if funded with
Commercial Paper, without compliance by Seller with the notice requirements hereunder or (II)
if funded by reference to (x)
the
Yield Rate and based upon Daily One Month Term SOFR, on any date other than the Settlement Date or (ii)
does not become subject
to an Aggregate Reduction following the delivery of any Reduction Notice or (iii)
is assigned by any Conduit Purchaser to the Liquidity
Providers under the related Liquidity Agreement or terminated prior to the date on which it was originally scheduled to end; an amount
equal to the excess, if any, of (A)
the CP Costs or Yield (as applicable) that would have accrued during the remainder of the Interest
Periods or the tranche periods for Commercial Paper
I-3
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.
“Business
Day” means any day on which banks are not authorized or required to close in New York, New York, Philadelphia, Pennsylvania
or Atlanta, Georgia, and The Depository Trust Company of New York is open for business, and, if the applicable Business Day relates to
any computation or payment to be made with respect to SOFR, any U.S. Government Securities Business Day.
“Calculation
Period” means a calendar month.
“Capitalized
Lease” of a Person shall mean any lease of property by such Person as lessee which would be capitalized on a balance
sheet of such Person prepared in accordance with GAAP.
“Cencora”
shall mean Cencora,
Inc., a Delaware corporation, formerly known as AmerisourceBergen Corporation.
“Certification
of Beneficial Owner(s)” means a certification regarding beneficial ownership of the Seller as required by the Beneficial
Ownership Rule.
“Change
of Control” means the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person
or group (within the meaning of the Securities Exchange Act of 1934 and the rules
of the Securities and Exchange Commission thereunder),
of Equity Interests (as defined in the Receivables Sale Agreement) representing more than 35% of either the aggregate ordinary voting
power or the aggregate equity value represented by the issued and outstanding Equity Interests of the Performance Guarantor.
“Closing
Date” has the meaning set forth in Section
6.1.
“Collection
Account” means each concentration account, depositary account, lock-box account or similar account in which any Collections
are collected or deposited and which is listed on Exhibit
I to the Account Disclosure Letter.
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“Collection
Account Agreement” means an agreement substantially in the form of Exhibit V among Servicer, Seller, the Administrator
and a Collection Bank and, if applicable, an Originator.
“Collection
Bank” means, at any time, any of the banks holding one or more Collection Accounts.
“Collection
Notice” means a notice, in substantially the form of Annex A to Exhibit V, from the Administrator to
a Collection Bank.
“Collections”
means, with respect to any Receivable, all cash collections and other cash proceeds in respect of such Receivable, including, without
limitation, all Finance Charges or other related amounts accruing in respect thereof and all cash proceeds of Related Security with respect
to such Receivable.
“Commercial
Paper” means, with respect to any Conduit Purchaser, (a) promissory notes issued by such Conduit Purchaser in the commercial
paper market or (b) on any day, any short-term notes or any other form of debt issued by or on behalf of such Conduit Purchaser in
the ordinary course of its financing business or obligations pursuant to interest rate basis swaps entered into in connection with the
issuance of such short-term notes.
“Commitment”
means, with respect to each Related Committed Purchaser, the aggregate maximum amount which such Purchaser is obligated to pay hereunder
on account of all Purchases, as set forth below its signature to this Agreement or in the Assumption Agreement or other agreement pursuant
to which it became a Purchaser, as such amount may be modified in connection with any subsequent assignment pursuant to Section 12.1
or in connection with a reduction or an increase in the Purchase Limit pursuant to Section 1.1(b) or (c) of
the Agreement.
“Commitment
Percentage” means, for each Related Committed Purchaser in a Purchaser Group, such Related Committed Purchaser’s
Available Commitment divided by the total of all Available Commitments of all Related Committed Purchasers in such Purchaser Group.
“Conduit
Purchasers” means each Uncommitted Purchaser that is a commercial paper conduit.
“Conforming
Changes” means, with respect to either the use or administration of Daily One Month Term SOFR or the use, administration,
adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the
definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “U.S. Government
Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition
of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of purchase
requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods and other technical, administrative
or operational matters) that the Administrator, in consultation with the Seller, decides may be appropriate to reflect the adoption and
implementation of any such rate or to permit the use and administration thereof by the Administrator in a manner substantially consistent
with market practice (or, if the Administrator decides that adoption of any portion of such market practice is not administratively feasible
or if the Administrator determines that no market practice for the administration of any such rate exists, in such other manner of administration
as the Administrator decides is reasonably necessary in connection with the administration of this Agreement and the other Transaction
Documents).
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“Consolidated
Subsidiary” shall mean, at any date, for any Person, any Subsidiary or other entity the accounts of which would be
consolidated under GAAP with those of such Person in its consolidated financial statements as of such date.
“Contingent
Obligation” of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses,
contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation
or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person,
or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort letter, operating agreement,
take-or-pay contract or application for a letter of credit.
“Contract”
means, with respect to any Receivable, any and all instruments, agreements, invoices or other writings pursuant to which such Receivable
arises or which evidences such Receivable.
“CP
Costs” means, for each day for any Conduit Purchaser (a) the “weighted average cost” (as defined below)
for such day related to the issuance of Commercial Paper by such Conduit Purchaser that is allocated, in whole or in part by such Conduit
Purchaser, to fund all or part of its Purchases (and which may also be allocated in part to the funding of other assets of such Conduit
Purchaser), (b) solely with respect to Reliant Trust, until such time, if any, that Reliant Trust has notified the Seller, the Servicer
and the Administrator that clause (a) above shall apply with respect to it, an amount equal to the product of the applicable
Reliant Trust Rate multiplied by the Invested Amount of the Receivable Interest funded by Reliant Trust on such day, annualized on a 360
day basis or (c) any other amount designated as the “CP Costs” for such Conduit Purchaser in an Assumption Agreement
or Transfer Supplement pursuant to which such Conduit Purchaser becomes a party (as a Conduit Purchaser) to the Agreement, or any other
written agreement among such Conduit Purchaser, the Seller, the Servicer, the related Purchaser Agent and the Administrator from time
to time. As used in this definition, (I) the “weighted average cost” shall consist of (A) the actual interest rate
(or discount) paid to purchasers of Commercial Paper issued by such Conduit Purchaser, together with the commissions of placement agents
and dealers in respect of such Commercial Paper, to the extent such commissions are allocated, in whole or in part, to such Commercial
Paper (B) the costs associated with the issuance of such Commercial Paper, including without limitation, issuing and paying agent
fees incurred with respect to such Commercial Paper, (C) any incremental carrying costs incurred with respect to Commercial Paper
maturing on dates other than those on which corresponding funds are received by such Conduit Purchaser under this Agreement and (D) interest
on other borrowing or funding sources by such Conduit Purchaser, including, without limitation, (i) to fund small or odd dollar amounts
that are not easily accommodated in the commercial paper market, (ii) bridge loans, (iii) market disruption loans, (iv) subordinate
notes and (v) voluntary advance facilities. In addition to the foregoing costs, if Seller shall request any Incremental Purchase
during any period of time determined by the applicable Purchaser Agent in its sole discretion to result in incrementally higher CP Costs
applicable to such Incremental Purchase, the Invested Amount associated with any such Incremental Purchase shall, during such period,
be deemed to be funded by such Conduit Purchaser in a special pool (which may include capital associated with other receivable purchase
facilities) for purposes of determining such additional CP Costs applicable only to such special pool and charged each day during such
period to the Seller and (II) the “Reliant Trust Rate” shall mean (a) Daily One Month Term SOFR or (b) if either
(i) Daily One Month Term SOFR is not available in accordance with Section 4.4 or 4.6 or (ii) Purchasers whose
Commitments aggregate more than 50% of the aggregate of the Commitments of all Purchasers are then funding Receivable Interests at the
Alternate Base Rate, in either case, the Alternate Base Rate.
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“Credit
Agreement” shall mean the Amended and Restated Credit Agreement, dated as of June 4July 31,
20252026, among
Cencora, the borrowing subsidiaries party thereto, the lenders named therein, JPMorgan Chase Bank, N.A., as administrative agent, and
the other parties thereto (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof).
“Credit
and Collection Policy” means, as applicable, each of the Servicer’s or the Applicable Originator’s credit and
collection policies and practices relating to Contracts and Receivables existing on the date hereof and provided to the Administrator
and each Purchaser Agent, as modified from time to time in accordance with this Agreement.
“Credit
Memo Lag Time” means, with respect to any Receivable, the greater of (a) 30 and (b) the weighted average
of the credit memo lag times in days between the date of invoice of such Receivable and the date of issuance of a credit memo with respect
to such Receivable (weighted based on the amount of such credit memo when issued), as determined by the Servicer based upon the results
of the most recent agreed upon procedures audit or as otherwise agreed in writing among the Servicer, the Administrator and each Purchaser
Agent, such Credit Memo Lag Time to be recalculated by the Servicer upon each subsequent agreed upon procedures audit and effective with
the first Settlement Reporting Date following such recalculation (with the Credit Memo Lag Time as so recalculated remaining in effect
until the next Credit Memo Lag Time recalculation).
“Cut-Off
Date” means the last day of a Calculation Period.
“Daily
One Month Term SOFR” means, for any day during an Interest Period, the Term SOFR Reference Rate for a tenor of one-month
on such day, or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business
Day (such day, the “Daily One Month Term SOFR Determination Day”), as such rate is published by the Term SOFR Administrator;
provided, however, that if as of 5:00 p.m. (New York City time) on any Daily One Month Term SOFR Determination Day the Term
SOFR Reference Rate for one month has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect
to the Term SOFR Reference Rate has not occurred, then Daily One Month Term SOFR will be the Term SOFR Reference Rate for one month as
published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference
Rate for one month was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day
is not more than three (3) U.S. Government Securities Business Days prior to such Daily One Month Term SOFR Determination Day.
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“Daily
One Month Term SOFR Determination Day” has the meaning specified in the definition of “Daily One Month Term
SOFR”.
“Daily
One Month Term SOFR Invested Amounts” means Invested Amounts accruing Yield at Daily One Month Term SOFR.
“Days
Sales Outstanding” means, as of any day, an amount equal to the product of (x) 91, multiplied by (y) the amount
obtained by dividing (i) the aggregate Outstanding Balance of Receivables as of the most recent Cut-Off Date, by (ii) the aggregate
amount of Receivables created during the three (3) Calculation Periods including and immediately preceding such Cut-Off Date.
“Deemed
Collections” means Collections deemed received by Seller under Section 1.4(a).
“Default
Horizon Ratio” means, as of any Cut-Off Date, the ratio (expressed as a decimal) computed by dividing (i) the aggregate
amount of Receivables originated by the Originators during the four Calculation Periods ending on such Cut-Off Date, by (ii) the
Net Pool Balance as of such Cut-off Date.
“Default
Rate” means a rate per annum equal to the sum of (a) the greater of (i) the Prime Rate and (ii) one-half
of one percent (0.50%) above the Federal Funds Effective Rate and (b) 2.00%.
“Default
Ratio” means, as of any Cut-Off Date, the ratio (expressed as a percentage) computed by dividing (x) the total amount
of Receivables which became Defaulted Receivables during the Calculation Period that includes such Cut-Off Date, by (y) the aggregate
amount of receivables originated by the Originators during the Calculation Period occurring five months prior to the Calculation Period
ending on such Cut-Off Date.
“Defaulted
Receivable” means a Receivable (without duplication): (i) as to which the Obligor thereof has suffered an Event of
Bankruptcy; (ii) which, consistent with the Credit and Collection Policy, should be written off Seller’s books as uncollectible;
or (iii) as to which any payment, or part thereof, remains unpaid for 121 days or more from the original due date for such payment
(determined without regard to any extension of the due date pursuant to Section 8.2(d)). The Outstanding Balance of any Defaulted
Receivable shall be determined without regard to any credit memos or credit balances.
“Defaulting
Purchaser” means (i) any Related Committed Purchaser that has failed to make any Incremental Purchase required to be
made by it hereunder pursuant to Section 1.2 within two Business Days of the date required to be made by it hereunder or (ii) any
Conduit Purchaser whose Commercial Paper has a short term unsecured debt rating of less than A-1 by S&P or P-1 by Moody’s,
or (iii) any Purchase that has become the subject of a Bail-In Action.
“Defaulting
Purchaser Group” means, for each Defaulting Purchaser, such Defaulting Purchaser, the other Purchasers in such Defaulting
Purchaser’s Purchaser Group and its related Purchaser Agent.
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“Delinquency
Ratio” means, at any time, a percentage equal to (i) the aggregate Outstanding Balance of all Receivables that were
Delinquent Receivables at such time divided by (ii) the aggregate Outstanding Balance of all Receivables at such time.
“Delinquent
Receivable” means a Receivable as to which any payment, or part thereof, remains unpaid for 61-120 days from the original
due date for such payment (determined without regard to any extension of the due date pursuant to Section 8.2(d)). The Outstanding
Balance of any Delinquent Receivable shall be determined without regard to any credit memos or credit balances.
“Dilution”
means the amount of any reduction or cancellation of the Outstanding Balance of a Receivable as described in Section 1.4(a).
“Dilution
Horizon Ratio” means, as of any Cut-Off Date, a ratio (expressed as a decimal), equal to the product of (a) the ratio
computed by dividing (i) the Credit Memo Lag Time as of such Cut-Off Date, by (ii) 30 and (b) the ratio computed by dividing
(i) the aggregate amount of receivables originated by the Originators during the most recent Calculation Period ending on such Cut-Off
Date, by (ii) the Net Pool Balance as of such Cut-Off Date.
“Dilution
Ratio” means, as of any Cut-Off Date, a ratio (expressed as a percentage), computed by dividing (i) the total amount
of decreases in Outstanding Balances due to Dilutions during the Calculation Period ending on such Cut-Off Date, by (ii) the aggregate
sales generated by the Originators during the Calculation Period prior to the Calculation Period ending on such Cut-Off Date.
“Dilution
Reserve” means, for any Calculation Period, the product (expressed as a percentage) of:
(a) the
sum of (i) 2.50 times the Adjusted Dilution Ratio as of the immediately preceding Cut-Off Date, plus (ii) the Dilution
Volatility Component as of the immediately preceding Cut-Off Date, times
(b) the
Dilution Horizon Ratio as of the immediately preceding Cut-Off Date.
“Dilution
Volatility Component” means the product (expressed as a percentage) of (i) the difference between (a) the
highest Dilution Ratio over the past 12 Calculation Periods and (b) the Adjusted Dilution Ratio, and (ii) a fraction, the numerator
of which is equal to the amount calculated in (i)(a) of this definition and the denominator of which is equal to the amount calculated
in (i)(b) of this definition.
“Dispute”
shall mean any dispute, deduction, claim, offset, defense, counterclaim, set-off or obligation of any kind, contingent or otherwise, relating
to a Receivable, including, without limitation, any dispute relating to goods or services already paid for.
“Dollar”
and “$” shall mean lawful currency of the United States of America.
“EEA
Financial Institution” means (a) any credit institution or investment
firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established
in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial
institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of
this definition and is subject to consolidated supervision with its parent.
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“EEA
Member Country” means any of the member states of the European Union, Iceland,
Liechtenstein, and Norway.
“EEA
Resolution Authority” means any public administrative authority or
any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for
the resolution of any EEA Financial Institution.
“Eligible
Receivable” means, at any time, a Receivable:
(a) which
complies with all applicable Laws and other legal requirements, whether Federal, state or local, including, without limitation, to the
extent applicable, usury laws, the Federal Consumer Credit Protection Act, the Fair Credit Billing Act, the Federal Truth in Lending Act,
and Regulation Z of the Board of Governors of the Federal Reserve System;
(b) which
constitutes an “account”, “chattel paper” or a “general intangible” as defined in the UCC as in effect
in the State of New York and the jurisdiction whose Law governs the perfection of the Administrator’s (for the benefit of the Secured
Parties) ownership and security interest therein, and is not evidenced by an “instrument,” as defined in the UCC as so in
effect;
(c) which
was originated in connection with a sale of goods or the provision of services by the Applicable Originator in the ordinary course of
its business to an Obligor who was approved by the Applicable Originator in accordance with its Credit and Collection Policy, and which
Obligor is not an Affiliate of the Seller or the Applicable Originator;
(d) which
(i) arises from a Contract and has been billed, or in respect of which the related Obligor is otherwise liable, in accordance with
the terms of such Contract and (ii) arises from a Contract that (A) does not require the Obligor under such Contract to consent
to the transfer, sale or assignment of the rights and duties of the Applicable Originator or the Seller under such Contract and (B) does
not contain any provision that restricts the ability of the Administrator, any Purchaser Agent or any Purchaser to exercise its rights
under this Agreement (or the Receivables Sale Agreement), including, without limitation, the right to review the Contract;
(e) which
is genuine and constitutes a legal, valid, binding and irrevocable payment obligation of the related Obligor, enforceable in accordance
with its terms, and which is not subject to any Disputes or other offsets, counterclaims, defenses or contra accounts;
(f) which
provides for payment in Dollars and is to be paid in the United States by the related Obligor;
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(g) which
directs payment thereof to be sent to a Lock-Box or the Collection Account;
(h) which
has not been repurchased by any Originator pursuant to the repurchase provisions of the Receivables Sale Agreement;
(i) which
is not a Defaulted Receivable or Delinquent Receivable;
(j) which
has a related Obligor who (i) is not more than 60 days past due on greater than 35% of the aggregate Outstanding Balance of such
Receivable and other receivables generated by the Applicable Originator and (ii) is not the subject of a current Event of Bankruptcy
and has not been the subject of an Event of Bankruptcy during the prior 24 months unless otherwise agreed to in writing by the Administrator
and the Required Purchaser Agents;
(k) which
has a related Obligor that (i) is a Person domiciled in the United States of America, (ii) is not a Sanctioned Person and (iii) is
not an Excluded Obligor;
(l) which
was not originated in or subject to the Laws of a jurisdiction whose Laws would make such Receivable, the related Contract or the sale
of the Receivable Interests to the Purchasers, or the pledge of the security interest to the Administrator (for the benefit of the Secured
Parties), hereunder unlawful, invalid or unenforceable and which is not subject to any legal limitation on transfer;
(m) which
is owned solely by the Seller free and clear of all Liens, except for the Lien arising in connection with this Agreement;
(n) for
which all goods, services, and other products and transactions in connection with such Receivable have been finally performed or delivered
to and accepted by the Obligor without Dispute;
(o) which
does not provide the Obligor with the right to obtain any cash advance thereunder;
(p) which
has not been selected in a manner materially adverse to any Purchaser;
(q) which
by its terms has Invoice Payment Terms of up to 30 days; provided, that Receivables due from an Extended Term Obligor
may have Invoice Payment Terms no longer than the applicable Extended Term (“Extended Term Receivables”); provided,
further, that an amount not to exceed 10% of aggregate of all outstanding Receivables, excluding Extended Term Receivables,
may have Invoice Payment Terms of between 31 and 60 days; provided, further, that an amount not to exceed
10% of aggregate of all outstanding Receivables may have Invoice Payment Terms of between 61 and 90 days; and provided, further,
that an amount not to exceed 5% of aggregate of all outstanding Receivables may have Invoice Payment Terms of between 91 and
180 days;
(r) which
is an eligible asset within the meaning of Rule 3a-7 promulgated under the Investment Company Act of 1940, as amended from time to
time;
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(s) which
is not of a type that has been disqualified by S&P or Moody’s for any other reason;
(t) which
is not payable in installments (except for Receivables related to opening orders);
(u) which
is not evidenced by a promissory note;
(v) which
has terms which have not been modified, impaired, waived, altered, extended or renegotiated since the initial sale or provision of service
to an Obligor in any way not provided for in this Agreement; and
(w) for
which the related invoice with respect to such Receivable does not include any Excluded Receivable.
“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation issued thereunder.
“ERISA
Affiliate” means any trade or business (whether or not incorporated) under common control with Performance Guarantor
or ABDC within the meaning of Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of
the Internal Revenue Code for purposes of provisions relating to Section 412 of the Internal Revenue Code).
“ERISA
Event” means (a) any Reportable Event with respect to a Pension Plan (other than an event for which the 30 day
notice period is waived); (b) a failure by any Pension Plan to satisfy the minimum funding standards (as defined in Section 412
of the Code or Section 302 of ERISA) applicable to such Pension Plan, in each instance, whether or not waived; (c) the filing
pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding
standard with respect to any Pension Plan; (d) a determination that any Pension Plan is, or is expected to be, in “at-risk”
status (as defined in Section 430(i)(4) of the Code or Section 303(i)(4) of ERISA); (e) the incurrence by the
Performance Guarantor or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Pension
Plan; (f) the receipt by the Performance Guarantor or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating
to an intention to terminate any Pension Plan or Pension Plans or to appoint a trustee to administer any Pension Plan; (g) the incurrence
by the Performance Guarantor or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from
any Pension Plan or Multiemployer Plan; or (h) the receipt by the Performance Guarantor or any ERISA Affiliate of any notice, or
the receipt by any Multiemployer Plan from the Performance Guarantor or any ERISA Affiliate of any notice, concerning the imposition of
Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent pursuant to Section 4063, 4203
or 4205 of ERISA, or in “endangered” or “critical” status, within the meaning of Section 432 of the Code
or Section 305 of ERISA.
“EU
Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule
published by the Loan Market Association (or any successor person), as in effect from time to time.
“Event
of Bankruptcy” shall be deemed to have occurred with respect to a Person if either:
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(a) a
case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation,
reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment of
a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or all or substantially all of its assets,
or any similar action with respect to such Person under any law relating to bankruptcy, insolvency, reorganization, winding up or composition
or adjustment of debts, and such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of 60 consecutive
days; or an order for relief in respect of such Person shall be entered in an involuntary case under the federal bankruptcy laws or other
similar laws now or hereafter in effect; or
(b) such
Person shall commence a voluntary case or other proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement,
dissolution or other similar law now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee (other than a trustee under a deed of trust, indenture or similar instrument), custodian, sequestrator (or
other similar official) for, such Person or for any substantial part of its property, or shall make any general assignment for the benefit
of creditors, or shall be adjudicated insolvent, or admit in writing its inability to pay its debts generally as they become due, or,
if a corporation or similar entity, its board of directors shall vote to implement any of the foregoing.
“Excepted
Persons” has the meaning set forth in Section 13.4.
“Excluded
Obligor” means, solely to the extent that the Excluded Obligor Date has not occurred, the Specified Obligor.
“Excluded Obligor Date”
means the applicable date designated as such in an Excluded Obligor Request that has been countersigned by the Administrator.
“Excluded
Obligor Included Receivables” means each Receivable originated by an Originator prior to the Sixteenth Amendment
Date, the Obligor of which is an Excluded Obligor.
“Excluded
Obligor Receivables” means each Receivable, the Obligor of which is an Excluded Obligor.
“Excluded Obligor Request”
means a request, in substantially the form of Exhibit XVII to this Agreement, made by or on behalf of the Servicer pursuant
to Section 13.18 of this Agreement.
“Excluded
Receivable” means each Receivable (without giving effect to the exclusion of “Excluded Receivable” from
the definition thereof) originated by an Originator on or after the Sixteenth Amendment Date, the Obligor of which is an Excluded Obligor;
provided, however, that on and after the Excluded Obligor Date (if any), no “Excluded Receivable” shall exist.
“Exiting
Purchaser” means each Purchaser in a Purchaser Group for which the Facility Termination Date has occurred (it being
understood that if an Exiting Purchaser has multiple Scheduled Facility Termination Dates for its Commitment, then such Purchaser shall
only be considered an Exiting Purchaser to the extent its Invested Amount exceeds the portion of its Commitment with respect to which
the Scheduled Facility Termination Date has not yet occurred).
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“Extended
Term” has the meaning set forth in the Extended Term Disclosure Letter.
“Extended
Term Disclosure Letter” means that certain letter agreement, dated as of June 21, 2016, among the Seller, the
Servicer, the Administrator and each Purchaser Agent.
“Extended
Term Obligor” has the meaning set forth in the Extended Term Disclosure Letter.
“Extended
Term Receivables” has the meaning set forth in clause (q) of the definition of Eligible Receivable.
“Facility
Account” means that certain account of the Seller maintained at J.P. Morgan Chase Bank and as set forth in that certain
letter dated as of April 30, 2009 from the Seller to the Purchaser Agents.
“Facility
Termination Date” means, for any Group Commitment (or portion thereof), the earliest to occur of: (a) the Scheduled
Facility Termination Date for such Group Commitment (or portion thereof), (b) the date determined pursuant to Section 1.1(d)(ii),
(c) the date determined pursuant to Section 9.2, (d) the Amortization Date and (e) the date the Purchase Limit
reduces to zero pursuant to Section 1.1(c) of this Agreement.
“Federal
Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as amended and any successor
statute thereto.
“Federal
Funds Effective Rate” means, for any period for any Purchaser, a fluctuating interest rate per annum for each
day during such period equal to (i) the weighted average of the rates on overnight federal funds transactions with members of the
Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the preceding
Business Day) by the Federal Reserve Bank of New York in the Composite Closing Quotations for U.S. Government Securities; or (ii) if
such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 11:30 a.m. (New
York time) for such day on such transactions received by the related Purchaser Agent from three federal funds brokers of recognized standing
selected by it.
“Fee
Letter” means each fee letter with respect to this Agreement among Seller, ABDC and the applicable Purchaser Agent,
as it may be amended, restated or otherwise modified and in effect from time to time.
“Final
Facility Termination Date” means the latest Facility Termination Date to occur for all the Purchaser
Groups.
“Final
Payout Date” means the date on which all Aggregate Unpaids have been paid in full and the Purchase Limit has been
reduced to zero.
“Finance
Charges” means, with respect to a Contract, any finance, interest, late payment charges or similar charges owing
by an Obligor pursuant to such Contract.
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“Fiscal
Year” shall mean each year ending September 30, which is the fiscal year of the Seller and the Servicer for
accounting purposes.
“Floor”
means 0.00%.
“Funding
Agreement” means (i) this Agreement, (ii) the Liquidity Agreement and (iii) any other agreement or
instrument executed by any Funding Source with or for the benefit of any Conduit Purchaser.
“Funding
Source” means (i) the Administrator, any Purchaser Agent or any Liquidity Provider or (ii) any insurance
company, bank or other funding entity providing liquidity, credit enhancement or back-up purchase support or facilities to any Conduit
Purchaser.
“GAAP”
means generally accepted accounting principles in effect in the United States of America as of the date of this Agreement.
“Government
Receivable Excess” means, the amount by which the aggregate Outstanding Balance of all Government Receivables exceeds
an amount equal to 10.00% of the Outstanding Balance of all Eligible Receivables.
“Government
Receivables” shall mean, at the time, any Receivables for which the related Obligor is the United States of America,
any State or local government or any Federal or state agency or instrumentality or political subdivision thereof.
“Group
Commitment” means with respect to any Purchaser Group the aggregate of the Commitments of each Purchaser within such
Purchaser Group.
“Group
Invested Amount” means with respect to any Purchaser Group, an amount equal to the aggregate Invested Amount of all
the Purchasers within such Purchaser Group.
“Guarantee”
shall mean, as applied to any Indebtedness, (i) a guarantee (other than by endorsement for collection in the ordinary course of business),
direct or indirect, in any manner, of any part or all of such Indebtedness or (ii) an agreement, direct or indirect, contingent or
otherwise, providing assurance of the payment or performance (or payment of damages in the event of non-performance) of any part or all
of such Indebtedness, including, without limiting the foregoing, the payment of amounts drawn down by letters of credit. The amount of
any Guarantee shall be deemed to be the maximum amount of the Indebtedness guaranteed for which the guarantor could be held liable under
such Guarantee.
“Increasing
Purchaser Group” has the meaning set forth in Section 1.1(b).
“Incremental
Purchase” means a purchase of one or more Receivable Interests which increases the total outstanding Aggregate Invested
Amount hereunder.
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“Indebtedness”
of any Person shall mean, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of
such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (iii) all
obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person (other
than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (iv) all
obligations of such Person issued or assumed as the deferred purchase price of property or services purchased by such Person (other than
trade debt incurred in the ordinary course of business and due within twelve months of the incurrence thereof) which would appear as liabilities
on a balance sheet of such Person, (v) all obligations of such Person under take-or-pay or similar arrangements or under commodities
agreements, (vi) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent
or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person,
whether or not the obligations secured thereby have been assumed, provided that for purposes hereof the amount of such Indebtedness
shall be limited to the greater of (A) the amount of such Indebtedness as to which there is recourse to such Person and (B) the
fair market value of the property which is subject to the Lien, (vii) all Guarantees of such Person, (viii) the principal portion
of all obligations of such Person under Capitalized Leases, (ix) all obligations of such Person in respect of interest rate protection
agreements, foreign currency exchange agreements, commodity purchase or option agreements or other interest or exchange rate or commodity
price hedging agreements, (x) the maximum amount of all standby letters of credit issued or bankers’ acceptances facilities
created for the account of such Person and, without duplication, all drafts drawn thereunder (to the extent unreimbursed), (xi) all
preferred stock issued by such Person and required by the terms thereof to be redeemed, or for which mandatory sinking fund payments are
due by a fixed date, (xii) the principal balance outstanding under any securitization transaction and (xiii) the principal balance
outstanding under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product
to which such Person is a party, where such transaction is considered borrowed money indebtedness for tax purposes but is classified as
an operating lease in accordance with GAAP. The Indebtedness of any Person shall include the Indebtedness of any partnership or joint
venture in which such Person is a general partner or a joint venturer, but only to the extent to which there is recourse to such Person
for payment of such Indebtedness.
“Indemnified
Amounts” has the meaning specified in Section 10.1.
“Indemnified
Party” has the meaning specified in Section 10.1.
“Independent
Director” shall mean a member of the Board of Directors of Seller who (i) is not at such time, and has not been
at any time during the preceding five (5) years: (A) a director, officer, employee or affiliate of Performance Guarantor, any
Originator or any of their respective Subsidiaries or Affiliates (other than Seller), or (B) the beneficial owner (at the time of
such individual’s appointment as an Independent Director or at any time thereafter while serving as an Independent Director) of
any of the outstanding common shares of Seller, any Originator, or any of their respective Subsidiaries or Affiliates, having general
voting rights and (ii) has at least three years of employment experience with one or more entities that provide, in the ordinary
course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments,
agreements or securities and is employed by any such entity.
“Interest
Period” means with respect to any Receivable Interest funded through a Bank Rate Funding:
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(a) the
period commencing on the date of the initial funding of such Receivable Interest through a Bank Rate Funding and including on, but excluding,
the Business Day immediately preceding the next following Settlement Date; and
(b) thereafter,
each period commencing on, and including, the Business Day immediately preceding a Settlement Date and ending on, but excluding, the Business
Day immediately preceding the next following Settlement Date.
“Internal
Revenue Code” shall mean the Internal Revenue Code of 1986, as amended from time to time and any successor thereto,
and the regulations promulgated and rulings issued thereunder.
“Invested
Amount” of any Receivable Interest means, at any time, (A) the Purchase Price of such Receivable Interest paid
by the Purchasers, minus (B) the sum of the aggregate amount of Collections and other payments received by the applicable Purchaser
Agent which in each case are applied to reduce such Invested Amount in accordance with the terms and conditions of this Agreement; provided
that such Invested Amount shall be restored (in accordance with Section 2.5) in the amount of any Collections or other
payments so received and applied if at any time the distribution of such Collections or payments are rescinded, returned or refunded for
any reason.
“Invoice
Payment Terms” means, with respect to any Receivable, the number of days following the date of the related original
invoice by which such Receivable is required to be paid in full, as set forth in such original invoice.
“Law”
shall mean any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree
or award of any Official Body.
“Lien”
means, in respect of the property of any Person, any ownership interest of any other Person, any mortgage, deed of trust,
hypothecation, pledge, lien, security interest, filing of any financing statement, charge or other encumbrance or security arrangement
of any nature whatsoever, including, without limitation, any conditional sale or title retention arrangement, and any assignment, deposit
arrangement, consignment or lease intended as, or having the effect of, security.
“Liquidity
Agent” means each of the banks acting as agent for the various Liquidity Providers under each Liquidity Agreement.
“Liquidity
Agreement” means any agreement entered into in connection with this Agreement pursuant to which a Liquidity Provider
agrees to make purchases or advances to, or purchase assets from, any Conduit Purchaser in order to provide liquidity for such Conduit
Purchaser’s Purchases.
“Liquidity
Commitment” means, as to each Liquidity Provider, its commitment under the Liquidity Agreement (which generally will
equal 102% of its Commitment hereunder).
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“Liquidity
Funding” means a purchase by any Liquidity Provider pursuant to its Liquidity Commitment (or by any other Funding
Source pursuant to its commitment under a bridge loan agreement or other voluntary advance facility) of all or any portion of, or any
undivided interest in, a Receivable Interest.
“Liquidity
Provider” means each bank or other financial institution that provides liquidity support to any Conduit Purchaser
pursuant to the terms of a Liquidity Agreement.
“Location”
shall mean, with respect to the Seller, any Originator or the Servicer, the place where the Seller, such Originator or the Servicer, as
the case may be, is “located” (within the meaning of Section 9-307, or any analogous provision, of the UCC, in effect
in the jurisdiction whose Law governs the perfection of the Administrator’s (for the benefit of the Secured Parties) interests in
any Purchased Assets).
“Lock-Box”
means each locked postal box with respect to which a bank who has executed a Collection Account Agreement has been granted exclusive access
for the purpose of retrieving and processing payments made on the Receivables and which is listed on Exhibit I to the Account
Disclosure Letter.
“Loss
Reserve” means, for any Calculation Period, the product (expressed as a percentage) of (a) 2.50, times (b) the
highest three-month rolling average Default Ratio during the 12 Calculation Periods ending on the immediately preceding Cut-Off Date,
times (c) the Default Horizon Ratio as of the immediately preceding Cut-Off Date.
“Moody’s”
means Moody’s Investors Service, Inc.
“MUFG
Bank, Ltd.” means MUFG Bank, Ltd., in its individual capacity and its successors.
“Multiemployer
Plan” means a “multiemployer plan”, within the meaning of Section 4001 (a) (3) of ERISA,
to which Performance Guarantor or any ERISA Affiliate makes, is making, or is obligated to make contributions or, during the preceding
three calendar years, has made, or been obligated to make, contributions.
“Net
Pool Balance” means, at any time, the aggregate Outstanding Balance of all Eligible Receivables at such time reduced
by (i) the aggregate amount by which the Outstanding Balance of all Eligible Receivables of each Obligor and its Affiliates exceeds
the Obligor Concentration Limit for such Obligor, (ii) the Rebate Reserve, (iii) the Government Receivable Excess and (iv) sales
tax, excise tax or other similar tax or charge, arising with respect to such Eligible Receivables in connection with their creation and
satisfaction.
“Non-Accordion
Purchase Limit” means the Purchase Limit without giving effect to any increases or decreases pursuant to Section 1.1(b) of
the Agreement.
“Obligor”
shall mean, for any Receivable, each and every Person who purchased goods or services on credit under a Contract and who is obligated
to make payments to an Originator or the Seller as assignee thereof pursuant to such Contract.
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“Obligor
Concentration Limit” means, at any time, in relation to the aggregate Outstanding Balance of Eligible Receivables
owed by any single Obligor and its Affiliates (if any), the applicable concentration limit determined as follows for Obligors who have
short term unsecured debt ratings currently assigned to them by S&P and/or Moody’s (or in the absence thereof, the equivalent
long term unsecured senior debt ratings):
S&P Rating
Moody’s Rating
Allowable % of
Eligible
Receivables
A-1
P-1
20.00%
A-2
P-2
10.00%
A-3
P-3
6.67%
Below A-3 or not rated
by either S&P or
Moody’s
Below P-3 or not rated
by either S&P or
Moody’s
3.00%
; provided that, (a) if any Obligor is rated by
both S&P and Moody’s and has a split rating, the applicable rating will be the lower of the two, (b) if any Obligor is
not rated by either S&P or Moody’s, the applicable Obligor Concentration Limit shall be the one set forth in the last line of
the table above, (c) if any Obligor is rated by only one of S&P and Moody’s, the applicable rating will be the rating assigned
to such Obligor by S&P or Moody’s, as applicable and (d) upon Seller’s request from time to time, the Administrator
and each Purchaser Agent may agree in writing, in their sole discretion, to a higher percentage of Eligible Receivables for a particular
Obligor (each such Obligor, a “Special Obligor”) and its Affiliates (each such higher percentage, a “Special
Concentration Limit”); it being understood that any Special Concentration Limit may be cancelled by the Administrator or
any Purchaser Agent upon not less than five (5) Business Days’ written notice to the Seller. For purposes of this clause
(d), as of the Sixteenth Amendment Date, “Special Obligor” means each of Walgreen Co. and Kaiser Permanente.
As of the Sixteenth Amendment Date (i) Walgreen Co. shall have a Special Concentration Limit of 26.00% and (ii) Kaiser Permanente
shall have a Special Concentration Limit of 8.00%.
“OFAC”
means the Office of Foreign Assets Control of the U.S. Department of the Treasury.
“Official
Body” shall mean any government or political subdivision or any agency, authority, bureau, central bank, commission,
department or instrumentality of either, or any court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic.
“Original
Agreement” has the meaning set forth in paragraph 4 of the Preliminary Statements.
“Originator”
means each of ABDC and the other Persons, if any, party to the Receivables Sale Agreement from time to time as a seller.
“Outstanding
Balance” of any Receivable at any time means the then outstanding principal balance thereof.
“Participant”
has the meaning set forth in Section 12.1(b).
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“Payment
Recipient” has the meaning set forth in Section 11.10.
“PBGC”
means the Pension Benefit Guaranty Corporation, or any successor thereto.
“Pension
Plan” means a pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA which Performance
Guarantor or any ERISA Affiliate of Performance Guarantor sponsors or maintains, or to which Performance Guarantor or any of its ERISA
Affiliates makes, is making, or is obligated to make contributions, or in the case of a multiple employer plan (as described in Section 4064(a) of
ERISA) has made contributions at any time during the immediately preceding five plan years.
“Performance
Guarantor” means Cencora.
“Performance
Undertaking” means that certain Performance Undertaking, dated as of July 10, 2003 by Performance Guarantor
in favor of Seller, as amended and restated on December 2, 2004, as further amended and restated on October 16, 2020, substantially
in the form of Exhibit IX, and as the same may be further amended, restated or otherwise modified from time to time.
“Person”
means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated
association, joint venture or other entity, or a government or any political subdivision or agency thereof.
“PNC”
means PNC Bank, National Association, and its successors.
“Prime
Rate” means, for any day for any Purchaser, a rate per annum equal to the prime rate of interest announced from time
to time by the related Purchaser Agent (which is not necessarily the lowest rate charged to any customer), changing when and as said prime
rate changes.
“Proposed
Reduction Date” has the meaning set forth in Section 1.3.
“Purchase”
means an Incremental Purchase or a Reinvestment.
“Purchase
Date” means each Business Day on which a Purchase is made hereunder.
“Purchase
Limit” means $1,500,000,0001,000,000,000,
as such amount may be increased or reduced pursuant to Section 1.1(b) or (c) of the Agreement or otherwise
in connection with any Exiting Purchaser or increase or decrease in the aggregate of the Commitments of each Related Committed Purchaser.
References to the unused portion of the Purchase Limit shall mean, at any time, the Purchase Limit minus the then outstanding Aggregate
Invested Amount.
“Purchase
Limit Decrease Notice” has the meaning set forth in Section 1.1(b).
“Purchase
Limit Increase Request” has the meaning set forth in Section 1.1(b).
“Purchase
Notice” has the meaning set forth in Section 1.2.
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“Purchase
Price” means, with respect to any Incremental Purchase of a Receivable Interest, the amount paid to Seller for such
Receivable Interest which shall not exceed the least of (i) the amount requested by Seller in the applicable Purchase Notice, (ii) the
unused portion of the Purchase Limit on the applicable Purchase Date and (iii) the excess, if any, of the Net Pool Balance less the
Required Reserve on the applicable Purchase Date over the aggregate outstanding amount of Aggregate Invested Amount determined as of the
date of the most recent Settlement Report, without taking into account such proposed Incremental Purchase.
“Purchased
Assets” means all of Seller’s right, title and interest, whether now owned and existing or hereafter arising
in and to all of the Receivables, the Related Security, the Collections and all proceeds of the foregoing.
“Purchaser”
means each Uncommitted Purchaser and/or each Related Committed Purchaser, as applicable.
“Purchaser
Agent” means each Person acting as agent on behalf of a Purchaser Group and designated as a Purchaser Agent for such
Purchaser Group on the signature pages to the Agreement or any other Person who becomes a party to this Agreement as a Purchaser
Agent pursuant to an Assumption Agreement or a Transfer Supplement.
“Purchaser
Group” means, for each Uncommitted Purchaser (or Purchaser Agent), such Uncommitted Purchaser, its Related Committed
Purchasers (if any), its related Purchaser Agent and each other Uncommitted Purchaser related to such Purchaser Agent (if any) (and, to
the extent applicable, its related Funding Sources and Indemnified Parties).
“Purchasers’
Portion” means, on any date of determination, the sum of the percentages represented by the Receivable Interests of the
Purchasers (other than any Exiting Purchasers).
“Ratable
Share” means, for each Purchaser Group (other than those comprised of Exiting Purchasers), such Purchaser Group’s
Group Commitments (excluding any Accordion Group Commitment) divided by the aggregate Group Commitments (excluding any Accordion Group
Commitments) of all Purchaser Groups (other than those comprised of Exiting Purchasers).
“Rating
Agency Condition” means that each Conduit Purchaser has received written notice from the rating agencies then rating
its Commercial Paper that an amendment, a change or a waiver will not result in a withdrawal or downgrade of the then current ratings
of such Commercial Paper; provided that, if the applicable Purchaser Agent notifies the Seller, the Servicer and the Administrator
that such Conduit Purchaser is not required to obtain such notice prior to the effectiveness of such amendment, change or waiver, the
“Rating Agency Condition” with respect to such Conduit Purchaser shall mean the consent of such Purchaser Agent (which consent
shall only be withheld if such Purchaser Agent reasonably believes that such amendment, change or waiver would result in a withdrawal
or downgrade of the then current ratings of such Commercial Paper).
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“Rebate
Reserve” means an amount equal to the accounting reserve for rebates on the Receivables determined in the ordinary course
of business in accordance with GAAP according to policies consistently applied (and consistent with the Originators’ practices in
effect on the date hereof) and reported on the Settlement Report related to, or in anticipation of, rebates affecting the Receivables.
“Receivable”
means all indebtedness and other obligations owed to Seller or any Originator (at the time it arises, and before giving effect to any
transfer or conveyance under the Receivables Sale Agreement) or in which Seller or an Originator has a security interest or other interest,
including, without limitation, any indebtedness, obligation or interest constituting an account, chattel paper, instrument or general
intangible, arising in connection with the sale of goods or the rendering of services by an Originator, and further includes, without
limitation, the obligation to pay any Finance Charges with respect thereto; provided, however, that prior
to the ASD Specialty Sale Commencement Date (as defined in the Receivables Sale Agreement), “Receivable” shall not include
any Receivable (without giving effect to this proviso) originated by ASD Specialty (as defined in the Receivables Sale Agreement); provided,
further, that “Receivable” shall not include any Excluded Receivable. Indebtedness and other rights and obligations
arising from any one transaction, including, without limitation, indebtedness and other rights and obligations represented by an individual
invoice, shall constitute a Receivable separate from a Receivable consisting of the indebtedness and other rights and obligations arising
from any other transaction; provided that any indebtedness, rights or obligations referred to in the immediately preceding
sentence shall be a Receivable regardless of whether the account debtor or Seller treats such indebtedness, rights or obligations as a
separate payment obligation.
“Receivable
Interest” means, at any time, an undivided percentage ownership interest (computed as set forth below) associated
with a designated amount of Invested Amount, selected pursuant to the terms and conditions hereof in (i) each Receivable arising
prior to the time of the most recent computation or recomputation of such undivided interest, (ii) all Related Security with respect
to each such Receivable, and (iii) all Collections with respect to, and other proceeds of, each such Receivable. Each such undivided
percentage interest shall equal:
where:
IA =
the Invested Amount of such Receivable Interest.
AIA =
the Aggregate Invested Amount.
NPB =
the Net Pool Balance.
RR =
the Required Reserve.
Such undivided percentage ownership interest shall be initially computed
on its date of purchase. Thereafter, until the Final Facility Termination Date, each Receivable Interest shall be automatically recomputed
(or deemed to be recomputed) on each day prior to the Final Facility Termination Date. The variable percentage represented by any Receivable
Interest as computed (or deemed recomputed) as of the close of the Business Day immediately preceding the Final Facility Termination Date
shall remain constant at all times thereafter.
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“Receivables
Purchase Agreement” means this Agreement.
“Receivables
Sale Agreement” means that certain Amended and Restated Receivables Sale Agreement, dated as of October 16,
2020, among each Originator and Seller, as the same may be amended, restated or otherwise modified from time to time.
“Records”
means, with respect to any Receivable, all Contracts and other documents, books, records and other information (including, without limitation,
computer programs, tapes, disks, punch cards, data processing software and related property and rights) relating to such Receivable, any
Related Security therefor and the related Obligor.
“Recourse
Obligations” has the meaning set forth in Section 2.1.
“Reduction
Notice” has the meaning set forth in Section 1.3.
“Regulatory
Change” means, after the date of this Agreement (i) adoption of any United States (federal, state or municipal)
or foreign laws, regulations (including any applicable law, rule or regulation regarding capital adequacy) or accounting principles,
(ii) the adoption or making of any interpretations, guidance, directives or requests of or under any United States (federal, state
or municipal) or foreign laws, regulations (whether or not having the force of law) or accounting principles by any court, governmental
or monetary authority, or accounting board or authority (whether or not part of government) charged with the establishment, interpretation
or administration thereof or (iii) the compliance, implementation or application by the Funding Source, Indemnified Party or
other Purchaser of any of the foregoing subclauses (i) or (ii). For the avoidance of doubt and notwithstanding anything to the contrary
contained herein, any interpretation of, or compliance, implementation or application by, whether commenced prior to or after the date
hereof, any Funding Source, Indemnified Party or other Purchaser with any of the following existing laws, including any rules, regulations,
guidance, directives or requests issued in connection therewith (whether or not having the force of law), shall constitute a Regulatory
Change: (a) FAS 140 or FIN 46R by the Financial Accounting Standards Board, Statements of Financial Accounting Standards Nos. 166
and 167; (b) the final rule titled Risk-Based Capital Guidelines: Capital Adequacy Guidelines; Capital Maintenance; Regulatory
Capital; Impact of Modifications to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs;
and Other Related Issues, adopted by the United States bank regulatory agencies on December 15, 2009 (c) the Dodd-Frank
Wall Street Reform and Consumer Protection Act adopted by Congress on July 21, 2010 and (d) all requests, rules, guidelines
and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or
similar authority) or the United States or foreign regulatory authorities.
“Reinvestment”
has the meaning set forth in Section 2.2.
“Related
Committed Purchaser” means each Person listed as such (and its respective Commitment) for each Uncommitted Purchaser
as set forth on the signature pages of the Agreement or in any Assumption Agreement or Transfer Supplement.
“Related
Security” means, with respect to any Receivable:
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(i) all
of Seller’s interest in the inventory and goods (including returned or repossessed inventory or goods), if any, the sale of which
by an Originator gave rise to such Receivable, and all insurance contracts with respect thereto,
(ii) all
other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable,
whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements and security agreements
describing any collateral securing such Receivable,
(iii) all
guaranties, letters of credit, insurance and other agreements or arrangements of whatever character from time to time supporting or securing
payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise,
(iv) all
service contracts and other contracts and agreements associated with such Receivable,
(v) all
Records related to such Receivable,
(vi) all
of Seller’s right, title and interest in, to and under the Receivables Sale Agreement in respect of such Receivable and all of Seller’s
right, title and interest in, to and under the Performance Undertaking, and
(viii) all
proceeds of any of the foregoing.
“Reportable
Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations thereunder, other
than any such event for which the 30-day notice requirement under ERISA has been waived in regulations issued by the PBGC.
“Required
Purchaser Agents” means, at any time, two or more Purchaser Agents representing Purchasers whose Commitments aggregate
more than 50% of the aggregate of the Commitments of all Purchasers; provided that the unused Commitment of any Defaulting Purchaser
shall be excluded for purposes of making a determination of “Required Purchaser Agents”.
“Required
Reserve” means, on any day during a Calculation Period, the product of (a) the sum of (i) the greater of
(1) the Required Reserve Factor Floor and (2) the sum of the Loss Reserve and the Dilution Reserve, (ii) the Yield Reserve
and (iii) the Servicing Reserve, times (b) the Net Pool Balance as of the Cut-Off Date immediately preceding such Calculation
Period.
“Required
Reserve Factor Floor” means, for any Calculation Period, the sum (expressed as a percentage) of (a) 28.00% plus
(b) the product of the Adjusted Dilution Ratio and the Dilution Horizon Ratio, in each case, as of the immediately preceding Cut-Off
Date.
“Resolution
Authority” means an EEA Resolution Authority or, with respect to any
UK Financial Institution, a UK Resolution Authority.
“Responsible
Officer” shall mean, with respect to the Seller, the Servicer, any Originator or the Performance Guarantor, the chief
executive officer, president, principal financial officer or treasurer of such Person and any other Person identified on the List of Responsible
Officers attached as Exhibit X hereto (as such list may be amended and supplemented from time to time) and agreed to by the
Administrator.
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“Restricted
Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of any shares of
any class of capital stock of Seller now or hereafter outstanding, except a dividend payable solely in shares of that class of stock or
in any junior class of stock of Seller, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition
for value, direct or indirect, of any shares of any class of capital stock of Seller now or hereafter outstanding, (iii) any payment
or prepayment of principal of, premium, if any, or interest, fees or other charges on or with respect to, and any redemption, purchase,
retirement, defeasance, sinking fund or similar payment and any claim for rescission with respect to the Subordinated Loans (as defined
in the Receivables Sale Agreement), (iv) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of,
any outstanding warrants, options or other rights to acquire shares of any class of capital stock of Seller now or hereafter outstanding,
and (v) any payment of management fees by Seller (except for reasonable management fees to any Originator or its Affiliates in reimbursement
of actual management services performed).
“S&P”
means Standard and Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc.
“Sanctioned Country”
means, at any time, a country, territory or region that is itself the subject or target of any comprehensive Sanctions (at the time of
this Agreement, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea region of Ukraine,
Cuba, Iran, North Korea and Syria) at such time.
“Sanctioned
Person” means, at any time, any Person the subject or target of any Sanctions, including (a) any Person listed in any
Sanctions-related list of specially designated foreign nationals or other persons maintained (i) by OFAC, the United States State
Department or the United States Department of Commerce, (ii) by the United Nations Security Council, the European Union or His Majesty’s
Treasury of the United Kingdom or (iii) the Government of Canada or any of its departments or agencies, (b) any Person located,
operating, organized or resident in a Sanctioned Country (excluding any Person who has a current general or specific license granted by
an Official Body administering any Sanctions) or (c) any Person 50% or more owned or controlled by one or more Persons referenced
in clause (a) or (b).
“Sanctions”
means economic or financial sanctions laws or regulations, trade embargoes or similar restrictions, in each case imposed, administered
or enforced from time to time (a) by the United States government, including those administered by OFAC, the United States State
Department or the United States Department of Commerce, (b) by the United Nations Security Council, the European Union or His Majesty’s
Treasury of the United Kingdom or (c) the Government of Canada or any of its departments or agencies.
“Scheduled
Facility Termination Date” means, for any Group Commitment, June 30, 2028 or with respect to any Purchaser Group party
to an Assumption Agreement or Transfer Supplement, such other date, if any, set forth in the applicable Assumption Agreement or Transfer
Supplement.
I-25
“Secured
Parties” means the Indemnified Parties.
“Seller”
has the meaning set forth in the preamble to this Agreement.
“Seller
Parties” has the meaning set forth in the preamble to this Agreement.
“Servicer”
means at any time the Person (which may be the Administrator) then authorized pursuant to Article VIII to service, administer
and collect Receivables.
“Servicing
Fee” means, for each day in a Calculation Period:
(a) an
amount equal to (i) the Servicing Fee Rate times (ii) the aggregate Outstanding Balance of all Receivables at
the close of business on the Cut-Off Date immediately preceding such Calculation Period, times (iii) 1/360; or
(b) on
and after the Servicer’s reasonable request made at any time when ABDC or one of its Affiliates is no longer acting as Servicer
hereunder, an alternative amount specified by the successor Servicer not exceeding (i) 110% of such Servicer’s reasonable costs
and expenses of performing its obligations under this Agreement during the preceding Calculation Period, divided by (ii) the
number of days in the current Calculation Period.
“Servicing
Fee Rate” means 1.0% per annum; provided that if ABDC or one of its Affiliates is the Servicer,
such rate shall mean 0.125% per annum.
“Servicing
Reserve” means, for any Calculation Period, the product (expressed as a percentage) of (a) the Servicing Fee
Rate (determined assuming ABDC is not the Servicer), times (b) a fraction, the numerator of which is the highest Days
Sales Outstanding for the most recent 12 Calculation Periods and the denominator of which is 360.
“Settlement
Date” means the 2nd Business Day after each Settlement Reporting Date and the applicable Facility Termination
Date.
“Settlement
Report” means a report, in substantially the form of Exhibit VI hereto (appropriately completed), together
with the electronic backup data which is part of the spreadsheet that creates such report, furnished by the Servicer to the Administrator
and each Purchaser Agent pursuant to Section 8.5.
“Settlement
Reporting Date” means the 25th day of each month immediately following the Cut-Off Date (or if any such
day is not a Business Day, the next succeeding Business Day thereafter) or such other days of any month as may be required, or as Administrator
or any Purchaser Agent may request, in connection with Section 8.5.
“Side
Letter” means that certain letter agreement, dated as of the Sixteenth Amendment Date, among Seller, Servicer, Administrator
and each Purchaser Agent, as the same may be amended, restated or otherwise modified from time to time.
“Sixteenth
Amendment Date” means May 13, 2021.
I-26
“SOFR”
means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.
“SOFR
Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight
financing rate).
“SOFR
Spread” means 0.10% per annum.
“Specified
Obligor” means the Obligor specified in the Side Letter.
“Subsidiary”
of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at
the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one
or more of its Subsidiaries, or (ii) any partnership, association, limited liability company, joint venture or similar business organization
more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.
“Term
SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term
SOFR Reference Rate selected by the Administrator in its reasonable discretion).
“Term
SOFR Reference Rate” means the forward-looking term rate based on SOFR.
“Thirteenth
Amendment Date” means October 31, 2018.
“Transaction
Documents” means, collectively, this Agreement, each Purchase Notice, the Receivables Sale Agreement, each Collection
Account Agreement, the Performance Undertaking, the Fee Letters, the Side Letter, each Subordinated Note (as defined in the Receivables
Sale Agreement), the Extended Term Disclosure Letter, the Account Disclosure Letter and all other instruments, documents and agreements
executed and delivered in connection herewith by any of the Seller Parties.
“Transactions” means
the execution, delivery and performance by the Seller, the Servicer, the Performance Guarantor and each Originator of the Transaction
Documents to which it is to be a party, the making of Purchases hereunder, the purchase and sale of Receivables under the Purchase and
Sale Agreement, the use of the proceeds thereof and the other transactions contemplated hereby and by the other Transaction Documents.
“Transfer
Supplement” has the meaning set forth in Section 12.1(c).
“Twenty-Second
Amendment Date” means June 30, 2025.
“Twenty-Third
Amendment Date” means July 31, 2026.
“U.S. Government
Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which
the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the
entire day for purposes of trading in United States government securities.
I-27
“UCC”
means the Uniform Commercial Code as from time to time in effect in the specified jurisdiction.
“UK
Financial Institution” means any BRRD Undertaking (as such term is
defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any
person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct
Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment
firms.
“UK
Resolution Authority” means the Bank of England or any other public
administrative authority having responsibility for the resolution of any UK Financial Institution.
“Uncommitted
Purchasers” means each financial institution or commercial paper conduit that is a party to the Agreement, as a purchaser,
or that becomes a party to the Agreement, as an “Uncommitted Purchaser” or an “Uncommitted Purchaser” pursuant
to an Assumption Agreement or otherwise.
“Unmatured
Amortization Event” means an event which, with the passage of time or the giving of notice, or both, would constitute
an Amortization Event.
“Wells
Fargo” means Wells Fargo Bank, National Association in its individual capacity and its successors.
“Withdrawal
Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan, as such terms are defined in Part 1 of Subtitle E of Title IV of ERISA.
“Write-down
and Conversion Powers” means, (a) with respect to any EEA Resolution
Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the
applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with
respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify
or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to
convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such
contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability
or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.
“Yield”
means for each Interest Period relating to a Receivable Interest funded through a Bank Rate Funding, an amount equal to the product of
the applicable Yield Rate for such Receivable Interest multiplied by the Invested Amount of such Receivable Interest for each day elapsed
during such Interest Period, annualized on a 360 day basis.
I-28
“Yield
Rate” means, at any time (a) with respect to each Receivable Interest funded through a Bank Funding, (i) the
applicable Bank Rate on such day or (ii) at any time that the Purchasers whose Commitments aggregate more than 50% of the aggregate
of the Commitments of all Purchasers are then funding Receivable Interests at the Alternate Base Rate, the Alternate Base Rate on such
day and (b) with respect to each Receivable Interest funded through a Liquidity Funding, the Alternate Base Rate on such day; provided
that, in either case, from and after the occurrence of an Amortization Event, the Yield Rate shall be the Default Rate.
“Yield
Reserve” means, for any Calculation Period, the product (expressed as a percentage) of (i) 1.5 times
(ii) the Alternate Base Rate as of the immediately preceding Cut-Off Date times (iii) a fraction the numerator
of which is the highest Days Sales Outstanding for the most recent 12 Calculation Periods and the denominator of which is 360.
All accounting terms not specifically defined
herein shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC in the State of New York, and not specifically
defined herein, are used herein as defined in such Article 9.
I-29
EXHIBIT II
FORM OF PURCHASE NOTICE
---
AmeriSource
Receivables Financial Corporation
PURCHASE NOTICE
dated ______________, 20__
for Purchase on ________________, 20__
MUFG Bank, Ltd.
1221 Avenue of the Americas
New York, NY 10020
Attention: Securitization
Group
Telephone: (212)
405-6970
Facsimile: (212)
782-6448
[Address to each Purchaser Agent]
Ladies and Gentlemen:
Reference is made to the Amended
and Restated Receivables Purchase Agreement dated as of April 29, 2010 (as amended, supplemented or otherwise modified from time
to time, the “Agreement”) among AmeriSource Receivables Financial Corporation (the “Seller”),
AmerisourceBergen Drug Corporation, as initial Servicer, the various Purchaser Groups from time to time party thereto, and MUFG Bank, Ltd.,
as Administrator. Capitalized terms defined in the Agreement are used herein with the same meanings.
1. The [Servicer, on
behalf of the] Seller hereby certifies, represents and warrants to the Administrator, each Purchaser Agent and each Purchaser that
on and as of the Purchase Date (as hereinafter defined):
(a) all
applicable conditions precedent set forth in Article VI of the Agreement have been satisfied;
(b) each
of its representations and warranties contained in Article V of the Agreement will be true and correct, in all material respects,
as if made on and as of the Purchase Date;
(c) no
event has occurred and is continuing, or would result from the requested Purchase, that constitutes an Amortization Event or Unmatured
Amortization Event;
(d) the
applicable Facility Termination Date has not occurred; and
(e) after
giving effect to the Purchase requested below, (i) no Related Committed Purchaser’s aggregate Invested Amount shall exceed
its Available Commitment, (ii) no Purchaser Group’s Group Invested Amount shall exceed its Group Commitment, and (iii) the
aggregate of the Receivable Interests shall not exceed 100%.
II-1
2. The [Servicer, on
behalf of the] Seller hereby requests that the Purchasers make a Purchase on ___________, 20__ (the “Purchase Date”)
as follows:
(a) Purchase Price:
$
_____________
(b) (X)
Ratable Share:
(i) PNC Bank, National Association’s Purchaser Group:
$
_____________
(ii) Victory Receivables Corporation’s/Gotham Funding Corporation’s Purchaser Group:
$
_____________
(iii) Wells Fargo Bank, National Association’s Purchaser Group:
$
_____________
(iv) U.S. Bank National Association’s Purchaser Group:
$
_____________
(v) Truist Bank’s Purchaser Group:
$
_____________
(vi) Reliant Trust’s/GTA Funding LLC’s Purchaser Group:
$
_____________
(vii) Bank of America, N.A.’s Purchaser Group:
$
_____________
(viii) Banco Bilbao Vizcaya Argentaria, S.A. New York Branch’s Purchaser
Group:
$
_____________
II-2
(Y) Accordion
Ratable Share1:
(i) PNC Bank, National Association’s Purchaser Group:
$
_____________
(ii) Victory Receivables Corporation’s/Gotham Funding Corporation’s Purchaser Group:
$
_____________
(iii) Wells Fargo Bank, National Association’s Purchaser Group:
$
_____________
(iv) U.S. Bank National Association’s Purchaser Group:
$
_____________
(v) Truist Bank’s Purchaser Group:
$
_____________
(vi) Reliant Trust’s/GTA Funding LLC’s Purchaser Group:
$
_____________
(vii) Bank of America, N.A.’s Purchaser Group:
$
_____________
(viii) Banco Bilbao Vizcaya Argentaria, S.A. 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 Accordion Ratable Share.
II-3
IN
WITNESS WHEREOF, the Servicer, on behalf of the Seller has caused this Purchase Request to be executed and delivered as
of this ____ day of ___________, _____.
[AmerisourceBergen Drug Corporation, as Servicer, on behalf of:]
AmeriSource Receivables Financial Corporation, as Seller
By:
Name:
Title:
II-4
EXHIBIT III
PLACES OF BUSINESS OF THE SELLER PARTIES; LOCATIONS
OF RECORDS
Name of Seller:
AmeriSource Receivables Financial
Corporation
Location of Books
and Records:
Name of Location
Address/Location of Records
Conshohocken
1 West First Avenue, Conshohocken, PA 19428
Orange
4000 Metropolitan Drive, Orange, CA 92868
ABDC Atlanta
3930 Mason Mill Road NE, Buford, GA 30518
ABDC Amityville
5500 New Horizons Blvd, N. Amityville, NY 11701
ABDC Bethlehem
5100 Jaindl Blvd., Bethlehem, PA 18017
ABDC Boston
101 Norfolk Street, Mansfield, MA 02048
ABDC Chicago
1001 West Taylor Road, Romeoville, IL 60446
ABDC Columbus
6305 LaSalle Drive, Lockbourne, OH 43137
ABDC Columbus
6301 LaSalle Drive, Lockbourne, OH 43137
ABDC Corona
1851 California Avenue, Corona, CA 92881
ABDC Dallas
501 Patriot Parkway, Roanoke, TX 76262
ABDC Denver
501 W. 44th Avenue, Denver, CO 80216
ABDC Honolulu
238 Sand Island Access Rd. #M1, Honolulu, HI 96819
ABDC Houston
12727 W. Airport Blvd., Sugar Land, TX 77478
ABDC Kansas City
11200 N. Congress Ave., Kansas City, MO 64153
ABDC Louisville
6001 Global Distribution Way, Suite 102, Louisville, KY 40228
ABDC Morrisville
120 Trans Air Drive, Morrisville, NC 27560
ABDC Newburgh
108 Route 17K, Suite 1, Newburgh, NY 12550
ABDC Olive Branch
12577 Stateline Road, Olive Branch, MS 38654
ABDC Orlando
10910 Lee Vista Blvd, Suite 401, Orlando, FL 32829
ABDC Phoenix
7775 Buckeye Rd, Suite 150, Phoenix, AZ 85043
ABDC Richmond
9900 J.E.B. Stuart Pkwy., Glen Allen, VA 23059
ABDC Sacramento
1325 West Striker Avenue, Sacramento, CA 95834
ABDC Salt Lake City
1765 Fremont Drive, Salt Lake City, UT 84104
ABDC Seattle
2141 S 211th St, Suite A, Des Moines, WA 98198
ABDC Shakopee
500 Innovation Drive, Shakopee, MN 55379
ABDC Williamston
One Industrial Park, Williamston, MI 48895
ABDC Whitestown
4860 Indianapolis Dr, Whitestown, IN 46075
III-1
Legal, Trade and Assumed Names:
AmeriSource
Receivables Financial Corporation
Corporate Information Regarding the Seller
Federal
Tax Identification Number: 23-2999097
Delaware Corporation
Organization Number: 3031303
III-2
EXHIBIT IV
FORM OF COMPLIANCE CERTIFICATE
To: MUFG Bank, Ltd., as Administrator
This Compliance Certificate is furnished pursuant
to that certain Amended and Restated Receivables Purchase Agreement dated as of April 29, 2010 among AmeriSource Receivables Financial
Corporation (the “Seller”), AmerisourceBergen Drug Corporation (the “Servicer”), the
various Purchaser Groups from time to time party thereto and MUFG Bank, Ltd., as Administrator (the “Agreement”).
THE UNDERSIGNED HEREBY CERTIFIES THAT:
1. I
am the duly elected _________________ of Seller.
2. I
have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions
and conditions of Seller and its Subsidiaries during the accounting period covered by the attached financial statements.
3. The
examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes
an Amortization Event or Unmatured Amortization Event, as each such term is defined under the Agreement, during or at the end of the accounting
period covered by the attached financial statements or as of the date of this Certificate[, except as set forth in paragraph 5
below].
4. Schedule
I attached hereto sets forth financial data and computations evidencing the compliance with Section 9.1(o) and certain
covenants of the Agreement, all of which data and computations are true, complete and correct.
[5. Described
below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which
it has existed and the action which Seller has taken, is taking, or proposes to take with respect to each such condition or event: ____________________]
The foregoing certifications, together with the computations set forth
in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered as of ______________,
20__.
By:
Name:
Title:
IV-1
SCHEDULE I TO COMPLIANCE CERTIFICATE
A. Schedule
of Compliance as of __________, ____ with Section ___ of the Agreement. Unless otherwise defined herein, the terms used in this Compliance
Certificate have the meanings ascribed thereto in the Agreement.
This schedule relates to the month ended: _______________
Sch. I
EXHIBIT V
FORM OF COLLECTION ACCOUNT AGREEMENT
COLLECTION ACCOUNT AGREEMENT
_____________, 2003
[Collection Bank Name]
[Collection Bank Address]
Attn: ____________________
Fax No. (___) ______________
Re: [Name of current Lock-Box owner]/AmeriSource Receivables Financial Corporation
Ladies and Gentlemen:
Reference is hereby made to each of the [departmental]
post office boxes listed on Schedule 1 hereto (each, a “Lock-Box”) of which [Collection Bank Name],
a _________ banking association (hereinafter “you”), has exclusive control for the purpose of receiving mail and processing
payments therefrom pursuant to the [Lock-Box Service Agreement] dated _______________, originally by and between Amerisource
Bergen Drug Corporation (the “Company”) and you (the “Service Agreement”).
1. You
hereby confirm your agreement to perform the services described therein. Among the services you have agreed to perform therein, is to
endorse all checks and other evidences of payment received in each of the Lock-Boxes, and credit such payments to account no. _____________
(the “Lock-Box Account”).
2. The
Company hereby informs you that it has transferred to its affiliate, AmeriSource Receivables Financial Corporation, a Delaware corporation
(the “Seller”) all of the Company’s right, title and interest in and to the items from time to time received
in the Lock-Boxes and/or deposited in the Lock-Box Account, but that the Company has agreed to continue to service the receivables giving
rise to such items. Accordingly, the Company and Seller hereby request that the name of the Lock-Box Account be changed to “AmeriSource
Receivables Financial Corporation.” Seller hereby further advises you that it has pledged the receivables giving rise to such items
to MUFG Bank, Ltd., as Administrator for various parties (in such capacity, the “Administrator”) and has granted
a security interest to the Administrator in all of Seller’s right, title and interest in and to the Lock-Box Account and the funds
therein.
V-1
3. Each
of the Company and Seller hereby irrevocably instructs you, and you hereby agree, that upon receiving notice from the Administrator in
the form attached hereto as Annex A:
(i) the name of the Lock-Box Account will be
changed to “MUFG Bank, Ltd., as Administrator” (or any designee of the Administrator), and the Administrator will
have exclusive ownership of and access to the Lock-Boxes and the Lock-Box Account, and none of the Company, Seller, nor any of their respective
affiliates will have any control of the Lock-Boxes or the Lock-Box Account or any access thereto, (ii) you will either continue to
send the funds from the Lock-Boxes to the Lock-Box Account, or will redirect the funds as the Administrator may otherwise request, (iii) you
will transfer monies on deposit in the Lock-Box Account to the following account:
Bank Name:
Wachovia Bank, National Association
Location:
Charlotte, North Carolina
ABA Routing No.:
ABA # 053000219
Credit Account No.:
For credit to Variable Funding Capital Company LLC Account #2000010384921
Account Name:
CP Liability Account
Reference:
VFCC/AmeriSource Receivables Financial Corporation
Attention:
Sherry McInturf, tel. (704) 715-1125
or to such other account as the Administrator may specify, (iv) all
services to be performed by you under the Service Agreement will be performed on behalf of the Administrator, and (v) all correspondence
or other mail which you have agreed to send to the Company or Seller will be sent to the Administrator at the following address:
MUFG Bank, Ltd.
1221 Avenue of the Americas
New York, NY 10020
Attention:
Securitization Group
Telephone:
(212) 405-6970
Facsimile:
(212) 782-6448
Moreover, upon such notice, the Administrator will have all
rights and remedies given to the Company (and Seller, as the Company’s assignee) under the Service Agreement. The Company agrees,
however, to continue to pay all fees and other assessments due thereunder at any time.
V-2
4. In
addition, as collateral security for Seller’s obligations to the Administrator and certain other persons in connection with the
Receivables Purchase Agreement, Seller hereby grants to the Administrator a present and continuing security interest in (a) the Lock-Box
Account, (b) all general intangibles and privileges in respect of the Lock-Box Account, and (c) all cash, checks, money orders
and other items of value of Seller now or hereafter paid, deposited, credited, held (whether for collection, provisionally or otherwise)
or otherwise, in your possession, under your control, or in transit to you or any of your agents, bailees or custodians in respect of
the Lock-Box Account, and all proceeds of the foregoing (collectively, “Receipts”). You hereby acknowledge and agree
that (i) the Administrator has “Control” (as contemplated in §9-104 of the applicable UCC) of the Lock-Box Account
and you are required to comply with the instructions of the Administrator directing disposition of the funds in the Lock-Box Account without
further consent by AmeriSource Corporation, the Servicer, Seller or any affiliate thereof and (ii) you shall at all times maintain
the Lock-Box Account as a “Deposit Account” (as defined in §9-102 of the applicable UCC). The Administrator hereby appoints
you as the Administrator’s bailee for the Lock-Box Account and all Receipts for the purpose of perfecting the Administrator’s
security interest in such collateral, and you hereby accept such appointment and agree to be bound by the terms of this letter agreement.
Seller hereby agrees to such appointment and further agrees that you, on behalf of the Administrator, shall be entitled to exercise, as
directed in accordance with the terms of this letter agreement, any and all rights which the Administrator may have in connection with
the transactions referenced in the first paragraph of this letter agreement or under applicable law with respect to the Lock-Box Account,
all Receipts and all other collateral described in this paragraph.
5. You
hereby agree not to institute or join any other person or entity in instituting, any suit pursuant to Title 11, United States Code, or
any similar suit or proceeding under then applicable state or federal law providing for the relief of debtors or the protection of creditors,
against Seller prior to the date which is one year and one day after payment of all obligations of Seller to the Administrator (and the
parties for which it is acting as agent) are paid in full. This section shall survive any termination of this letter agreement.
6. You
hereby acknowledge that monies deposited in the Lock-Box Account or any other account established with you by the Administrator for the
purpose of receiving funds from the Lock-Boxes are subject to the liens of the Administrator, and will not be subject to deduction, set-off,
banker’s lien or any other right you or any other party may have against the Company or Seller except that you may debit the Lock-Box
Account for any items deposited therein that are returned or otherwise not collected and for all charges, fees, commissions and expenses
incurred by you in providing services hereunder, all in accordance with your customary practices for the charge back of returned items
and expenses.
7. You
will be liable only for direct damages in the event you fail to exercise ordinary care. You shall be deemed to have exercised ordinary
care if your action or failure to act is in conformity with general banking usages or is otherwise a commercially reasonable practice
of the banking industry. You shall not be liable for any special, indirect or consequential damages, even if you have been advised of
the possibility of these damages.
8. The
parties acknowledge that you may assign or transfer your rights and obligations hereunder solely to a wholly-owned subsidiary of [insert
name of Collection Bank’s holding company].
V-3
9. Seller
agrees to indemnify you for, and hold you harmless from, all claims, damages, losses, liabilities and expenses, including legal fees and
expenses, resulting from or with respect to this letter agreement and the administration and maintenance of the Lock-Box Account and the
services provided hereunder, including, without limitation: (a) any action taken, or not taken, by you in regard thereto in accordance
with the terms of this letter agreement, (b) the breach of any representation or warranty made by Seller pursuant to this letter
agreement, (c) any item, including, without limitation, any automated clearinghouse transaction, which is returned for any reason,
and (d) any failure of Seller to pay any invoice or charge to you for services in respect to this letter agreement and the Lock-Box
Account or any amount owing to you from Seller with respect thereto or to the service provided hereunder.
10. THIS
LETTER AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER WILL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF _________, WHICH STATE SHALL BE YOUR “LOCATION” FOR PURPOSES OF THE UNIFORM COMMERCIAL
CODE FROM AND AFTER JULY 1, 2002. This letter agreement may be executed in any number of counterparts and all of such counterparts taken
together will be deemed to constitute one and the same instrument.
11. This
letter agreement contains the entire agreement between the parties, and may not be altered, modified, terminated or amended in any respect,
nor may any right, power or privilege of any party hereunder be waived or released or discharged, except upon execution by all parties
hereto of a written instrument so providing. In the event that any provision in this letter agreement is in conflict with, or is inconsistent
with, any provision of the Service Agreement, this letter agreement will exclusively govern and control. Each party agrees to take all
actions reasonably requested by any other party to carry out the purposes of this letter agreement or to preserve and protect the rights
of each party hereunder.
V-4
Please indicate your agreement to the terms of this
letter agreement by signing in the space provided below. This letter agreement will become effective immediately upon execution of a counterpart
of this letter agreement by all parties hereto.
Very truly yours,
[NAME OF CURRENT LOCK-BOX OWNER]
By:
Name:
Title:
AMERISOURCE RECEIVABLES FINANCIAL CORPORATION
By:
Name:
Title:
V-5
Acknowledged and agreed to as of the date first above
written:
[COLLECTION BANK]
By:
Name:
Title:
MUFG BANK,LTD.,
as Administrator
By:
Name:
Title:
V-6
ANNEX A
FORM OF NOTICE
[On
letterhead of the Administrator]
[Date]
[Collection Bank Name]
[Collection Bank Address]
Attn: ____________________
Fax No. (___) ______________
Re: [Name of current Lock-Box owner]/AmeriSource Receivables Financial Corporation
Ladies and Gentlemen:
We hereby notify you that we are exercising our rights
pursuant to that certain letter agreement dated ____________, 2003 (the “Letter Agreement”) among [Name of current
Lock-Box Owner], AmeriSource Receivables Financial Corporation, you and us, to have the name of, and to have exclusive ownership
and control of, account no. __________ identified in the Letter Agreement (the “Lock-Box Account”) maintained with
you, transferred to us. The Lock-Box Account will henceforth be a zero-balance account, and funds deposited in the Lock-Box Account should
be sent at the end of each day to the account specified in Section 3(i) of the Letter Agreement, or as otherwise directed by
the undersigned. You have further agreed to perform all other services you are performing under the “Service Agreement” (as
defined in the Letter Agreement) on our behalf.
We appreciate your cooperation in this matter.
Very truly yours,
MUFG BANK, LTD., as Administrator
By:
Title:
Annex A
SCHEDULE 1
Lock-Box Post Office Address
Sch. 1
Exhibit VI
Form of Settlement Report
VI-1
EXHIBIT VII
FORM OF ASSUMPTION AGREEMENT
THIS ASSUMPTION AGREEMENT (this “Agreement”),
dated as of [______ __, 20__], is among AMERISOURCE RECEIVABLES FINANCIAL CORPORATION (the “Seller”), [________], as purchaser
(the “[_____] Uncommitted Purchaser”), [________], as the related committed purchaser (the “[______] Related Committed
Purchaser” and together with the Uncommitted Purchaser, the “[_____] Purchasers”), and [________], as agent for the
Purchasers (the “[______] Purchaser Agent” and together with the Purchasers, the “[_______] Purchaser Group”).
BACKGROUND
The Seller and various others are parties to a certain
Amended and Restated Receivables Purchase Agreement dated as of April 29, 2010 (as amended, restated, supplemented or otherwise modified
through the date hereof, the “Receivables Purchase Agreement”). Capitalized terms used and not otherwise defined herein have
the respective meaning assigned to such terms in the Receivables Purchase Agreement.
NOW, THEREFORE, the parties hereto hereby agree
as follows:
SECTION 1. This letter constitutes an Assumption
Agreement as defined in the Receivables Purchase Agreement. The Seller desires [the [_____] Purchasers] [the [______] Related Committed
Purchaser] to [become Purchasers under] [increase its existing Commitment under] the Receivables Purchase Agreement and upon the terms
and subject to the conditions set forth in the Receivables Purchase Agreement, the [________] Purchasers agree to [become Purchasers thereunder]
[increase its Commitment in an amount equal to the amount set forth as the “Commitment” under the signature of such [______]
Related Committed Purchaser hereto].
Seller hereby represents and warrants to the [________]
Purchasers as of the date hereof, as follows:
(i) the representations and warranties of the
Seller contained in Section 5.1 of the Receivables Purchase Agreement are correct on and as of such dates as though made on
and as of such dates and shall be deemed to have been made on such dates;
(ii) no Amortization Event or Unmatured Amortization
Event has occurred and is continuing, or would result from such transfer; and
(iii) the Facility Termination Date shall
not have occurred.
SECTION 2. Upon execution and delivery of this
Agreement by the Seller and each member of the [______] Purchaser Group, satisfaction of the other conditions to assignment specified
in the Receivables Purchase Agreement and receipt by the Administrator of counterparts of this Agreement (whether by facsimile or otherwise)
executed by each of the parties hereto, [the [_____] Purchasers shall become a party to, and have the rights and obligations of Purchasers
under, the Receivables Purchase Agreement] [the [______] Related Committed Purchaser shall increase its Commitment in the amount set forth
as the “Commitment” under the signature of the [______] Related Committed Purchaser, hereto].
VII-1
[Insert Alternate Base Rate, CP Costs and Scheduled
Facility Termination Date as appropriate.]
SECTION 3. Each party hereto hereby covenants
and agrees that prior to the date which is one year and one day after the payment in full of all outstanding commercial paper notes or
other indebtedness of each Conduit Purchaser, it will not institute against or join any other Person in instituting against such Conduit
Purchaser any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws
of the United States or any state of the United States. The agreements set forth in this Section 3 and the parties’
respective obligations under this Section 3 shall survive the termination hereof and of the Receivables Purchase Agreement.
SECTION 4. No Conduit Purchaser shall have any
obligation to pay any amounts owing under the Receivables Purchase Agreement unless and until such Conduit Purchaser has received such
amounts pursuant to its portion of the Receivable Interests and such amounts are not necessary to pay outstanding commercial paper notes
or other outstanding indebtedness of such Conduit Purchaser. In addition, each party hereto hereby agrees that no liability or obligation
of any Conduit Purchaser under the Receivables Purchase Agreement for fees, expenses or indemnities shall constitute a claim (as defined
in Section 101 of Title 11 of the United States Bankruptcy Code) against such Conduit Purchaser unless such Conduit Purchaser has
received cash from its portion of the Receivable Interests sufficient to pay such amounts, and such amounts are not necessary to pay outstanding
commercial paper notes or other indebtedness of such Conduit Purchaser. The agreements set forth in this Section 4 and the
parties’ respective obligations under this Section 4 shall survive the termination hereof and of the Receivables Purchase
Agreement.
SECTION 5. THIS AGREEMENT SHALL BE GOVERNED
BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. This Agreement may not be amended, supplemented or waived except pursuant to a writing
signed by the party to be charged. This Agreement may be executed in counterparts, and by the different parties on different counterparts,
each of which shall constitute an original, but all together shall constitute one and the same agreement.
(continued on following page)
VII-2
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement by their duly authorized officers as of the date first above written.
[___________], as an Uncommitted Purchaser
By:
Name Printed:
Title:
[Address]
[___________], as a Related Committed Purchaser
By:
Name Printed:
Title:
[Address]
[Commitment]
[_____________], as Purchaser Agent for [_________]
By:
Name Printed:
Title:
[Address]
VII-3
AMERISOURCE RECEIVABLES FINANCIAL
CORPORATION, as Seller
By:
Name Printed:
Title:
Consented and Agreed:
MUFG BANK, LTD.,
as Administrator
By:
Name Printed:
Title:
By:
Name Printed:
Title:
Consented and Agreed:
[THE PURCHASERS]
VII-4
Exhibit VIII
Form of Transfer Supplement
with respect to
AmeriSource Receivables Financial Corporation
Receivables Purchase Agreement
Dated as of [______ __, 20__]
Section 1.
Commitment assigned:
$
Assignor’s remaining Commitment:
$
Invested Amount allocable to Commitment assigned:
$
Assignor’s remaining Invested Amount:
$
Discount (if any) allocable to Invested Amount assigned:
$
Discount (if any) allocable to Assignor’s remaining Invested Amount:
$
Section 2.
Effective Date of
this Transfer Supplement: [______ __, 20__]
Upon execution and
delivery of this Transfer Supplement by transferee and transferor and the satisfaction of the other conditions to assignment specified
in Section 12.1 of the Receivables Purchase Agreement (as defined below), from and after the effective date specified above, the
transferee shall become a party to, and have the rights and obligations of a Related Committed Purchaser under, the Amended and Restated
Receivables Purchase Agreement dated as of April 29, 2010 (as amended, restated, supplemented or otherwise modified through the date
hereof, the “Receivables Purchase Agreement”), among AmeriSource Receivables Financial Corporation, as Seller, AmerisourceBergen
Drug Corporation, as initial Servicer, MUFG Bank, Ltd., as Administrator, and the various purchaser groups from time to time
party thereto.
[Insert Alternate Base Rate, CP Costs and Scheduled
Facility Termination Date as appropriate.]
Each party hereto hereby covenants
and agrees that prior to the date which is one year and one day after the payment in full of all outstanding commercial paper notes or
other indebtedness of each Conduit Purchaser, it will not institute against or join any other Person in instituting against such Conduit
Purchaser any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws
of the United States or any state of the United States. The agreements set forth in this paragraph and the parties’ respective obligations
under this paragraph shall survive the termination hereof and of the Receivables Purchase Agreement.
VIII-1
No Conduit Purchaser shall have any obligation
to pay any amounts owing under the Receivables Purchase Agreement unless and until such Conduit Purchaser has received such amounts pursuant
to its portion of the Receivable Interests and such amounts are not necessary to pay outstanding commercial paper notes or other outstanding
indebtedness of such Conduit Purchaser. In addition, each party hereto hereby agrees that no liability or obligation of any Conduit Purchaser
under the Receivables Purchase Agreement for fees, expenses or indemnities shall constitute a claim (as defined in Section 101 of
Title 11 of the United States Bankruptcy Code) against such Conduit Purchaser unless such Conduit Purchaser has received cash from its
portion of the Receivable Interests sufficient to pay such amounts, and such amounts are not necessary to pay outstanding commercial paper
notes or other indebtedness of such Conduit Purchaser. The agreements set forth in this paragraph and the parties’ respective obligations
under this paragraph shall survive the termination hereof and of the Receivables Purchase Agreement.
VIII-2
ASSIGNOR:
[_________],
as a Related Committed Purchaser
By:
Name:
Title:
ASSIGNEE:
[_________],
as a Related Committed Purchaser
By:
Name:
Title:
[Address]
Accepted as of date first above written:
[______],
as Purchaser Agent for the [______] Purchaser Group
By:
Name:
Title:
VIII-3
EXHIBIT IX
FORM OF SECOND AMENDED AND RESTATED PERFORMANCE
UNDERTAKING
THIS
SECOND AMENDED AND RESTATED PERFORMANCE UNDERTAKING (this “Undertaking”), dated as of October 16,
2020, is executed by Cencora, Inc., a Delaware corporation (the “Performance Guarantor”), in favor of AmeriSource
Receivables Financial Corporation, a Delaware corporation (together with its successors and assigns, “Recipient”).
This Undertaking amends and restates that certain Amended and Restated Performance Undertaking, dated as of December 2, 2004, by
the Performance Guarantor and after the date hereof, all references in any Transaction Document to the Performance Undertaking shall be
deemed references to this Undertaking.
RECITALS
1. AmerisourceBergen
Drug Corporation (“ABDC”) and ASD Specialty Healthcare, LLC (each of the foregoing, an “Originator”
and collectively, the “Originators”) and Recipient have entered into an Amended and Restated Receivables
Sale Agreement, dated as of October 16, 2020 (as amended, restated or otherwise modified from time to time, the “Sale
Agreement”), pursuant to which each Originator, subject to the terms and conditions contained therein, is selling and/or
contributing its right, title and interest in its accounts receivable to Recipient.
2. Performance
Guarantor owns one hundred percent (100%) of the capital stock of each Originator and Recipient, and each Originator, and accordingly,
Performance Guarantor has and is expected to continue to receive substantial direct and indirect benefits from its sale or contribution
of receivables to Recipient pursuant to the Sale Agreement (which benefits are hereby acknowledged).
3. As
an inducement for Recipient to acquire the Originators’ accounts receivable pursuant to the Sale Agreement, Performance Guarantor
has agreed to guaranty the due and punctual performance by each Originator of its obligations under the Sale Agreement, as well as the
Servicing Related Obligations (as hereinafter defined).
4. Performance
Guarantor wishes to guaranty the due and punctual performance by each Originator of its obligations to Recipient under or in respect of
the Sale Agreement and the Servicing Related Obligations (as hereinafter defined), as provided herein.
AGREEMENT
NOW, THEREFORE,
Performance Guarantor hereby agrees as follows:
Section 1. Definitions. Capitalized terms
used herein and not defined herein shall have the respective meanings assigned thereto in the Sale Agreement or the Receivables Purchase
Agreement (as hereinafter defined). In addition:
IX-1
“Guaranteed
Obligations” means, collectively: (a) all covenants, agreements, terms, conditions and indemnities to be performed
and observed by each Originator under and pursuant to the Sale Agreement and each other document executed and delivered by each Originator
pursuant to the Sale Agreement, including, without limitation, the due and punctual payment of all sums which are or may become due and
owing by each Originator under the Sale Agreement, whether for fees, expenses (including counsel fees), indemnified amounts or otherwise,
whether upon any termination or for any other reason and (b) all obligations of ABDC (i) as Servicer under Amended and Restated
Receivables Purchase Agreement, dated as of April 29, 2010, by and among Recipient, as Seller, AmerisourceBergen Drug Corporation,
as Servicer, the various Purchaser Groups from time to time party thereto, and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi
UFJ, Ltd.), as Administrator (as amended, restated or otherwise modified, the “Receivables Purchase Agreement”
and, together with the Sale Agreement, the “Agreements”) or (ii) which arise pursuant to Sections
8.2, 8.3 or 13.3(a) of the Receivables Purchase Agreement as a result of its termination as Servicer (all such obligations under
this clause (b), collectively, the “Servicing Related Obligations”).
Section 2. Guaranty of Performance of Guaranteed
Obligations. Performance Guarantor hereby guarantees to Recipient, the full and punctual payment and performance by each Originator
of its Guaranteed Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual performance
of all Guaranteed Obligations of each Originator under the Agreements and each other document executed and delivered by each Originator
pursuant to the Agreements and is in no way conditioned upon any requirement that Recipient first attempt to collect any amounts owing
by any Originator to Recipient, the Administrator, any Purchaser Agent or any Purchaser from any other Person or resort to any collateral
security, any balance of any deposit account or credit on the books of Recipient, the Administrator, any Purchaser Agent or any Purchaser
in favor of such Originator or any other Person or other means of obtaining payment. Should any Originator default in the payment or performance
of any of its Guaranteed Obligations, Recipient (or its assigns) may cause the immediate performance by Performance Guarantor of the Guaranteed
Obligations and cause any payment Guaranteed Obligations to become forthwith due and payable to Recipient (or its assigns), without demand
or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Performance Guarantor.
Notwithstanding the foregoing, this Undertaking is not a guarantee of the collection of any of the Receivables and Performance Guarantor
shall not be responsible for any Guaranteed Obligations to the extent the failure to perform such Guaranteed Obligations by any Originator
results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor;
provided that nothing herein shall relieve any Originator from performing in full its Guaranteed Obligations under the Agreements
or Performance Guarantor of its undertaking hereunder with respect to the full performance of such duties.
Section 3. Performance
Guarantor’s Further Agreements to Pay. Performance Guarantor further agrees, as the principal obligor and not as a guarantor
only, to pay to Recipient (and its assigns), forthwith upon demand in funds immediately available to Recipient, all reasonable costs and
expenses (including court costs and reasonable legal expenses) incurred or expended by Recipient in connection with the Guaranteed Obligations,
this Undertaking and the enforcement thereof, together with interest on amounts recoverable under this Undertaking from the time when
such amounts become due until payment, at a rate of interest (computed for the actual number of days elapsed based on a 360 day year)
equal to the Prime Rate of MUFG Bank, Ltd. plus 2% per annum, such rate of interest changing when and as such Prime
Rate changes.
IX-2
Section 4. Waivers by Performance Guarantor.
Performance Guarantor waives notice of acceptance of this Undertaking, notice of any action taken or omitted by Recipient (or its assigns)
in reliance on this Undertaking, and any requirement that Recipient (or its assigns) be diligent or prompt in making demands under this
Undertaking, giving notice of any Amortization Event, other default or omission by any Originator or asserting any other rights of Recipient
under this Undertaking. Performance Guarantor warrants that it has adequate means to obtain from each Originator, on a continuing basis,
information concerning the financial condition of such Originator, and that it is not relying on Recipient to provide such information,
now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect
of the Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter
in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Recipient (and its assigns) shall be
at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any
liability under this Undertaking, to deal with each Originator and with each other party who now is or after the date hereof becomes liable
in any manner for any of the Guaranteed Obligations, in such manner as Recipient in its sole discretion deems fit, and to this end Performance
Guarantor agrees that the validity and enforceability of this Undertaking, including without limitation, the provisions of Section 7
hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with
respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any
failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement
relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or
remedy or of any Termination Event, Amortization Event, or default with respect to the Guaranteed Obligations or any part thereof or any
agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without
consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the
enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement
relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from
any source to the payment of any payment obligations of any Originator or any part thereof or amounts which are not covered by this Undertaking
even though Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment obligations
of such Originator or to amounts which are not covered by this Undertaking; (g) the existence of any claim, setoff or other rights
which Performance Guarantor may have at any time against any Originator in connection herewith or any unrelated transaction; (h) any
assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Originator to perform
or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether
or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through
(i) of this Section 4.
IX-3
Section 5. Unenforceability of Guaranteed
Obligations Against Originators. Notwithstanding (a) any change of ownership of any Originator or the insolvency, bankruptcy
or any other change in the legal status of any Originator; (b) the change in or the imposition of any law, decree, regulation or
other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of
the Guaranteed Obligations; (c) the failure of any Originator or Performance Guarantor to maintain in full force, validity or effect
or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed
Obligations or this Undertaking, or to take any other action required in connection with the performance of all obligations pursuant to
the Guaranteed Obligations or this Undertaking; or (d) if any of the moneys included in the Guaranteed Obligations have become irrecoverable
from the applicable Originator for any other reason other than final payment in full of the payment obligations in accordance with their
terms, this Undertaking shall nevertheless be binding on Performance Guarantor. This Undertaking shall be in addition to any other guaranty
or other security for the Guaranteed Obligations, and it shall not be rendered unenforceable by the invalidity of any such other guaranty
or security. In the event that acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency,
bankruptcy or reorganization of an Originator or for any other reason with respect to such Originator, all such amounts then due and owing
with respect to the Guaranteed Obligations under the terms of the Agreements, or any other agreement evidencing, securing or otherwise
executed in connection with the Guaranteed Obligations, shall be immediately due and payable by Performance Guarantor.
Section 6. Representations, Warranties and
Covenants. Performance Guarantor hereby represents and warrants to, and covenants with, Recipient that:
(a) Existence
and Standing. Performance Guarantor is a corporation duly organized, validly existing and in good standing under the laws of its state
of incorporation. Performance Guarantor is duly qualified to do business and is in good standing as a foreign corporation, and has and
holds all corporate power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each
jurisdiction in which its business is conducted except where the failure to so qualify or so hold could not reasonably be expected to
have a material adverse effect on its financial conditions or results of operations.
(b) Authorization,
Execution and Delivery; Binding Effect. The execution and delivery by Performance Guarantor of this Undertaking, and the performance
of its obligations hereunder, are within its corporate powers and authority and have been duly authorized by all necessary corporate action
on its part. This Undertaking has been duly executed and delivered by Performance Guarantor. This Undertaking constitutes the legal, valid
and binding obligation of Performance Guarantor enforceable against Performance Guarantor in accordance with its terms, except as such
enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’
rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
(c) No
Conflict; Government Consent. The execution and delivery by Performance Guarantor of this Undertaking, and the performance of its
obligations hereunder, do not contravene or violate (i) its certificate or articles of incorporation or by-laws, (ii) any law,
rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party
or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting
it or its property, and do not result in the creation or imposition of any Lien on assets of Performance Guarantor or its Subsidiaries
(except as created hereunder) except, in any case, where such contravention or violation could not reasonably be expected to have a material
adverse effect on its financial conditions or results of operations or result in rendering any indebtedness evidenced thereby due and
payable prior to its maturity or result in the creation or imposition of any Lien pursuant to the terms of any such instrument or agreement
upon any property (now owned or hereafter acquired).
IX-4
(d) Financial
Statements. The consolidated financial statements of Performance Guarantor and its consolidated Subsidiaries dated as of December 31,
2002 and March 31, 2003 heretofore delivered to Recipient have been prepared in accordance with generally accepted accounting principles
consistently applied and fairly present in all material respects the consolidated financial condition and results of operations of Performance
Guarantor and its consolidated Subsidiaries as of such dates and for the periods ended on such dates. Since the later of (i) March 31,
2003 and (ii) the last time this representation was made or deemed made, no event has occurred which would or could reasonably be
expected to have a material adverse effect on its financial conditions or results of operations.
(e) Taxes.
Performance Guarantor has timely filed or caused to be filed all tax returns and reports required to have been filed and has paid or caused
to be paid all taxes required to have been paid by it, except (i) any taxes that are being contested in good faith by appropriate
proceedings and for which Performance Guarantor has set aside on its books adequate reserves or (ii) to the extent that the failure
to do so could not reasonably be expected to have a material adverse effect on its financial conditions or results of operations.
(f) Litigation
and Contingent Obligations. Except as disclosed in the filings made by Performance Guarantor with the Securities and Exchange Commission,
there are no actions, suits or proceedings pending or, to the best of Performance Guarantor’s knowledge threatened against or affecting
Performance Guarantor or any of its properties, in or before any court, arbitrator or other body, that could reasonably be expected to
have a material adverse effect on (i) the business, properties, condition (financial or otherwise) or results of operations of Performance
Guarantor and its Subsidiaries taken as a whole, (ii) the ability of Performance Guarantor to perform its obligations under this
Undertaking, or (iii) the validity or enforceability of any of this Undertaking or the rights or remedies of Recipient hereunder.
Performance Guarantor does not have any material Contingent Obligations not provided for or disclosed in the financial statements referred
to in Section 6(d).
(g) Financial
Covenant. Performance Guarantor shall comply at all times with the covenant set forth in Section 6.05 of the Credit Agreement
as in effect on the Twenty-SecondTwenty-Third
Amendment Date (without giving effect to any amendment, waiver, termination, supplement or other modification thereof unless consented
to by the Administrator and the Required Purchaser Agents).
IX-5
Section 7. Subrogation; Subordination.
Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full Performance Guarantor: (a) will
not enforce or otherwise exercise any right of subrogation to any of the rights of Recipient, the Administrator, any Purchaser Agent or
any Purchaser against any Originator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of
the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient, the Administrator, each Purchaser Agent
and each Purchaser against any Originator and all contractual, statutory or legal or equitable rights of contribution, reimbursement,
indemnification and similar rights and “claims” (as that term is defined in the Federal Bankruptcy Code) which Performance
Guarantor might now have or hereafter acquire against any Originator that arise from the existence or performance of Performance Guarantor’s
obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Originator in respect of any liability
of Performance Guarantor to such Originator and (d) waives any benefit of and any right to participate in any collateral security
which may be held by Recipient, the Administrator, any Purchaser Agent or any Purchaser. The payment of any amounts due with respect to
any indebtedness of any Originator now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full
of all of the Guaranteed Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance
of any of the Guaranteed Obligations, Performance Guarantor will not demand, sue for or otherwise attempt to collect any such indebtedness
of any Originator to Performance Guarantor until all of the Guaranteed Obligations shall have been paid and performed in full. If, notwithstanding
the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any
obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee
for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of the Guaranteed Obligations without affecting
in any manner the liability of Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7
shall be supplemental to and not in derogation of any rights and remedies of Recipient under any separate subordination agreement which
Recipient may at any time and from time to time enter into with Performance Guarantor.
Section 8. Termination of Performance Undertaking.
Performance Guarantor’s obligations hereunder shall continue in full force and effect until all Aggregate Unpaids are finally paid
and satisfied in full and the Receivables Purchase Agreement is terminated; provided that this Undertaking shall continue
to be effective or shall be reinstated, as the case may be, if at any time payment or other satisfaction of any of the Guaranteed Obligations
is rescinded or must otherwise be restored or returned upon the bankruptcy, insolvency, or reorganization of any Originator or otherwise,
as though such payment had not been made or other satisfaction occurred, whether or not Recipient (or its assigns) is in possession of
this Undertaking. No invalidity, irregularity or unenforceability by reason of the federal bankruptcy code or any insolvency or other
similar law, or any law or order of any government or agency thereof purporting to reduce, amend or otherwise affect the Guaranteed Obligations
shall impair, affect, be a defense to or claim against the obligations of Performance Guarantor under this Undertaking.
Section 9. Effect of Bankruptcy. This
Performance Undertaking shall survive the insolvency of any Originator and the commencement of any case or proceeding by or against any
Originator under the Federal Bankruptcy Code or other federal, state or other applicable bankruptcy, insolvency or reorganization statutes.
No automatic stay under the Federal Bankruptcy Code with respect to any Originator or other federal, state or other applicable bankruptcy,
insolvency or reorganization statutes to which any Originator is subject shall postpone the obligations of Performance Guarantor under
this Undertaking.
IX-6
Section 10. Setoff. Regardless of the
other means of obtaining payment of any of the Guaranteed Obligations, Recipient (and its assigns) is hereby authorized at any time and
from time to time, without notice to Performance Guarantor (any such notice being expressly waived by Performance Guarantor) and to the
fullest extent permitted by law, to set off and apply any deposits and other sums against the obligations of Performance Guarantor under
this Undertaking, whether or not Recipient (or any such assign) shall have made any demand under this Undertaking and although such obligations
may be contingent or unmatured.
Section 11. Taxes. All payments to be
made by Performance Guarantor hereunder shall be made free and clear of any deduction or withholding. If Performance Guarantor is required
by law to make any deduction or withholding on account of tax or otherwise from any such payment, the sum due from it in respect of such
payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, Recipient receive
a net sum equal to the sum which it would have received had no deduction or withholding been made.
Section 12. Further Assurances. Performance
Guarantor agrees that it will from time to time, at the request of Recipient (or its assigns), provide information relating to the business
and affairs of Performance Guarantor as Recipient may reasonably request. Performance Guarantor also agrees to do all such things and
execute all such documents as Recipient (or its assigns) may reasonably consider necessary or desirable to give full effect to this Undertaking
and to perfect and preserve the rights and powers of Recipient hereunder.
Section 13. Successors and Assigns. This
Performance Undertaking shall be binding upon Performance Guarantor, its successors and permitted assigns, and shall inure to the benefit
of and be enforceable by Recipient and its successors and assigns. Performance Guarantor may not assign or transfer any of its obligations
hereunder without the prior written consent of each of Recipient, the Administrator and each Purchaser Agent. Without limiting the generality
of the foregoing sentence, Recipient may assign or otherwise transfer the Agreements, any other documents executed in connection therewith
or delivered thereunder or any other agreement or note held by them evidencing, securing or otherwise executed in connection with the
Guaranteed Obligations, or sell participations in any interest therein, to any other entity or other Person, and such other entity or
other Person shall thereupon become vested, to the extent set forth in the agreement evidencing such assignment, transfer or participation,
with all the rights in respect thereof granted to the beneficiaries herein.
Section 14. Amendments and Waivers. No
amendment or waiver of any provision of this Undertaking nor consent to any departure by Performance Guarantor therefrom shall be effective
unless the same shall be in writing and signed by Recipient, the Administrator, each Purchaser Agent and Performance Guarantor. No failure
on the part of Recipient to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.
IX-7
Section 15. Notices. All notices and
other communications provided for hereunder shall be made in writing and shall be addressed as follows: if to Performance Guarantor, at
the address set forth beneath its signature hereto, and if to Recipient, at the addresses set forth beneath its signature hereto, or at
such other addresses as each of Performance Guarantor or any Recipient may designate in writing to the other. Each such notice or other
communication shall be effective (1) if given by telecopy, upon the receipt thereof, (2) if given by mail, three (3) Business
Days after the time such communication is deposited in the mail with first class postage prepaid or (3) if given by any other means,
when received at the address specified in this Section 15.
Section 16. GOVERNING LAW. THIS UNDERTAKING
SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK.
Section 17. CONSENT TO JURISDICTION.
EACH OF PERFORMANCE GUARANTOR AND RECIPIENT HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL
OR NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS UNDERTAKING,
THE AGREEMENTS OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION THEREWITH OR DELIVERED THEREUNDER AND EACH OF PERFORMANCE GUARANTOR AND RECIPIENT
HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND
IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH
A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.
Section 18. Bankruptcy Petition. Performance
Guarantor hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding
senior Indebtedness of Conduit Purchaser, it will not institute against, or join any other Person in instituting against, Conduit Purchaser
any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United
States or any state of the United States.
Section 19. Miscellaneous. This Undertaking
constitutes the entire agreement of Performance Guarantor with respect to the matters set forth herein. The rights and remedies herein
provided are cumulative and not exclusive of any remedies provided by law or any other agreement, and this Undertaking shall be in addition
to any other guaranty of or collateral security for any of the Guaranteed Obligations. The provisions of this Undertaking are severable,
and in any action or proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other
law affecting the rights of creditors generally, if the obligations of Performance Guarantor hereunder would otherwise be held or determined
to be avoidable, invalid or unenforceable on account of the amount of Performance Guarantor’s liability under this Undertaking,
then, notwithstanding any other provision of this Undertaking to the contrary, the amount of such liability shall, without any further
action by Performance Guarantor or Recipient, be automatically limited and reduced to the highest amount that is valid and enforceable
as determined in such action or proceeding. Any provisions of this Undertaking which are prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. Unless otherwise specified, references herein to “Section” shall mean a
reference to sections of this Undertaking.
IX-8
IN WITNESS WHEREOF,
Performance Guarantor has caused this Undertaking to be executed and delivered as of the date first above written.
CENCORA, INC.
By:
Name:
Title:
Address:
1 West First Avenue
Conshohocken, PA 19428
Attention:
Mahaveer Jain
Telephone:
215-983-8069
IX-9
EXHIBIT X
LIST OF RESPONSIBLE OFFICERS
RESPONSIBLE OFFICERS
entity
officers
AmerisourceBergen Drug Corporation
name
title
Heather Zenk
Elizabeth S. Campbell
James F. Cleary
Kevin Conway
Kourosh Q. Pirouz
Mahaveer Jain
Robert M. Norton
Susan Coldren
Chief Executive Officer
Executive Vice President & Chief Legal Officer
Executive Vice President & Chief Financial Officer
Senior Vice President
Senior Vice President, Group General Counsel & Secretary
Vice President & Treasurer
Assistant Secretary
Assistant Secretary
AmeriSource Receivables Financial Corporation
name
title
James F. Cleary
Elizabeth S. Campbell
Thomas Dimitropoulos
Julie Frantz
Lazarus Krikorian
Kourosh Q. Pirouz
Mahaveer Jain
Robert M. Norton
Susan Coldren
President & Chief Financial Officer
Executive Vice President & Chief Legal Officer
Director of Cash & Operations
Director of Treasury
Controller
Senior Vice President, Group General Counsel & Secretary
Vice President & Treasurer
Assistant Secretary
Assistant Secretary
ASD Specialty Healthcare, LLC
name
title
Heather Zenk
Elizabeth S. Campbell
James F. Cleary
Kevin Conway
Kourosh Q. Pirouz
Mahaveer Jain
Robert M. Norton
Susan Coldren
President
Executive Vice President & Chief Legal Officer
Executive Vice President & Chief Financial Officer
Senior Vice President
Senior Vice President, Group General Counsel & Secretary
Vice President & Treasurer
Assistant Secretary
Assistant Secretary
X-1
EXHIBIT XI
FORM OF INTERIM SETTLEMENT REPORT
Form of Interim Settlement Report
AmeriSource Receivables Financial Corporation
For the Period Ended:
1/00/00
I. Portfolio Information
1. Reported Ending Weekly A/R Balance
$0
2. Deduct: Ineligibles Receivables
From most recent monthly report
$0
3. Eligible Receivables [(1 - 2)]:
$0
4. Deduct: Excess Concentrations
$0
5. Net Pool Balance [(3) - (4)]:
$0
6. Required Reserve %
From most recent monthly report
0.0%
7. Required Reserve $ [(5) x (6)]:
$0
8. Borrowing Availability [(5) – (7)]
$0
9. CP Outstanding:
$0
10. Asset Interest [(9 + 7) / (5)] < 100%:
$0
11. Additional Availability or (Required Paydown)
$0
The undersigned hereby represents and warrants that the foregoing
is a true and
accurate accounting with respect to outstanding receivables as of
____________
accordance with the Receivables Purchase Agreement dated ____________
and that all
representations and warranties related to such Agreement are restated
and reaffirmed.
Signed:
Date:
Title:
XI-1
EXHIBIT XII
FORM OF REDUCTION NOTICE
______________, _____
MUFG Bank, Ltd.
1221 Avenue of the Americas
New York, NY 10020
Attention: Securitization
Group
Telephone:
(212) 405-6970
Facsimile: (212)
782-6448
[Address to each Purchaser Agent]
Ladies and Gentlemen:
Reference is hereby made to
the Amended and Restated Receivables Purchase Agreement, dated as of April 29, 2010 (as amended, supplemented or otherwise modified,
the “Receivables Purchase Agreement”), among AmeriSource Receivables Financial Corporation, as Seller, AmerisourceBergen
Drug Corporation, as Servicer, the various purchaser groups from time to time party thereto, and MUFG Bank, Ltd., as Administrator.
Capitalized terms used in this Reduction Notice and not otherwise defined herein shall have the meanings assigned thereto in the Receivables
Purchase Agreement.
This letter constitutes a
Reduction Notice pursuant to Section 1.3 of the Receivables Purchase Agreement. The Seller desires to reduce the Aggregate
Invested Amount on ____________, _____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:
(i) PNC Bank, National Association’s Purchaser Group:
$
(ii) Victory Receivables Corporation’s/Gotham Funding Corporation’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
(iii) Wells Fargo Bank, National Association’s Purchaser Group:
$
(iv) U.S. Bank National Association’s Purchaser Group:
$
(v) Truist Bank’s Purchaser Group:
$
(vi) Reliant Trust’s/GTA Funding LLC’s Purchaser Group:
$
(vii) Bank of America, N.A.’s Purchaser Group:
$
(viii) Banco Bilbao Vizcaya Argentaria, S.A. New York Branch’s Purchaser
Group:
$
(X)
Accordion
Ratable Share4:
(i) PNC Bank, National Association’s Purchaser Group:
$
(ii) Victory Receivables Corporation’s/Gotham Funding Corporation’s Purchaser Group:
$
(iii) Wells Fargo Bank, National Association’s Purchaser Group:
$
(iv) U.S. Bank National Association’s Purchaser Group:
$
(v) Truist Bank’s Purchaser Group:
$
(vi) Reliant Trust’s/GTA Funding LLC’s Purchaser Group:
$
(vii) Bank of America, N.A.’s Purchaser Group:
$
(viii) Banco Bilbao Vizcaya Argentaria, S.A. New York Branch’s Purchaser
Group:
$
4 For reductions based on the Accordion Ratable Share.
XII-2
IN WITNESS WHEREOF, the undersigned
has caused this Reduction Notice to be executed by its duly authorized officer as of the date first above written.
AMERISOURCE RECEIVABLES FINANCIAL CORPORATION
By:
Name:
Title:
XII-3
EXHIBIT XIII
Form of Legend
“THE RECEIVABLES DESCRIBED
HEREIN HAVE BEEN SOLD PURSUANT TO AN AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT, DATED AS OF OCTOBER 16, 2020, AS THE SAME MAY FROM
TO TIME TO TIME BE AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED, BETWEEN AMERISOURCEBERGEN DRUG CORPORATION, AS ORIGINATOR, THE
OTHER ORIGINATORS FROM TIME TO TIME PARTY THERETO, AND AMERISOURCE RECEIVABLES FINANCIAL CORPORATION, AS BUYER; AND UNDIVIDED, FRACTIONAL
OWNERSHIP INTERESTS IN THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO VARIOUS PURCHASERS PURSUANT TO AN AMENDED AND RESTATED RECEIVABLES
PURCHASE AGREEMENT, DATED AS OF APRIL 29, 2010, AS THE SAME MAY FROM TO TIME TO TIME BE AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE
MODIFIED, AMONG AMERISOURCE RECEIVABLES FINANCIAL CORPORATION, AS SELLER, AMERISOURCEBERGEN DRUG CORPORATION, AS INITIAL SERVICER, THE
VARIOUS PURCHASER GROUPS FROM TIME TO TIME PARTY THERETO, AND MUFG BANK, LTD., AS ADMINISTRATOR.”
XIII-1
EXHIBIT XIV
FORM OF PURCHASE LIMIT INCREASE REQUEST
___________ , _____
MUFG Bank, Ltd.
1221 Avenue of the Americas
New York, NY 10020
Attention: Securitization
Group
Telephone: (212)
405-6970
Facsimile:
(212) 782-6448
[Address to each Purchaser Agent]
Ladies and Gentlemen:
Reference is hereby made to
the Amended and Restated Receivables Purchase Agreement, dated as of April 29, 2010 (as heretofore amended or supplemented, the “Receivables
Purchase Agreement”), among AmeriSource Receivables Finance Corporation, as Seller, AmerisourceBergen Drug Corporation, as Servicer,
the various purchaser groups from time to time party thereto, and MUFG Bank, Ltd., as Administrator. Capitalized terms used
in this Purchase Limit Increase Request and not otherwise defined herein shall have the meanings assigned thereto in the Receivables Purchase
Agreement.
This letter constitutes a
Purchase Limit Increase Request pursuant to Section 1.1(b) of the Receivables Purchase Agreement. The Seller desires
to increase the Purchase Limit and respective Commitments of each Purchaser Group on _____, ____5 to the following amounts:
(a)
Purchase Limit:
$
(b)
Ratable Share of Each Purchaser Group:
(i)
PNC
Bank, National Association:
$
(ii)
Victory Receivables Corporation/Gotham Funding Corporation:
$
(iii)
Wells
Fargo Bank, National Association:
$
(iv)
U.S. Bank National Association:
$
5 Notice must be given at least 10 Business Days prior
to the requested increase, and must be in a minimum amount of $50,000,000.
XIV-1
(v)
Truist Bank:
$
(vi)
Reliant
Trust/GTA Funding LLC:
$
(vii)
Bank
of America, N.A.:
$
(viii)
Banco
Bilbao Vizcaya Argentaria, S.A. New York Branch:
$
Seller hereby represents and
warrants as of the date hereof, and as of the date of this increase, as follows:
(i) the
representations and warranties contained in Section V of the Receivables Purchase Agreement are correct in all material respects
on and as of such dates as though made on and as of such dates and shall be deemed to have been made on such dates; and
(ii) no
event has occurred and is continuing, or would result from the increase proposed hereby, that constitutes an Amortization Event or an
Unmatured Amortization Event.
Each Purchaser Agent shall
notify the Seller and the Administrator in writing whether it consents to this increase request within seven (7) Business Days; provided
that if any Purchaser Agent fails to so notify the Seller or the Administrator, the applicable Purchasers shall be deemed to have refused
to consent to this increase request.
XIV-2
IN WITNESS WHEREOF, the undersigned
has caused this Purchase Limit Increase Request to be executed by its duly authorized officer as of the date first above written.
AMERISOURCE RECEIVABLES FINANCIAL CORPORATION
By:
Name:
Title:
XIV-3
EXHIBIT XV
FORM OF PURCHASE LIMIT DECREASE NOTICE
___________ , _____
MUFG Bank, Ltd.
1221 Avenue of the Americas
New York, NY 10020
Attention: Securitization
Group
Telephone: (212)
405-6970
Facsimile:
(212) 782-6448
[Address to each Purchaser Agent] – [PURCHASER AGENTS TO PROVIDE]
Ladies and Gentlemen:
Reference is hereby made to
the Amended and Restated Receivables Purchase Agreement, dated as of April 29, 2010 (as heretofore amended or supplemented, the “Receivables
Purchase Agreement”), among AmeriSource Receivables Finance Corporation, as Seller, AmerisourceBergen Drug Corporation, as Servicer,
the various purchaser groups from time to time party thereto, and MUFG Bank, Ltd., as Administrator. Capitalized terms used
in this Purchase Limit Decrease Notice and not otherwise defined herein shall have the meanings assigned thereto in the Receivables Purchase
Agreement.
This letter constitutes a
Purchase Limit Decrease Notice pursuant to Section 1.1(b) of the Receivables Purchase Agreement. The Seller desires to
decrease the Purchase Limit and respective Commitments of each Purchaser Group on _____, ____6 to the following amounts:
(a)
Purchase Limit:
$
(b)
Ratable Share of Each Purchaser Group:
(i)
PNC
Bank, National Association:
$
(ii)
Victory Receivables Corporation/Gotham Funding Corporation:
$
(iii)
Wells
Fargo Bank, National Association:
$
(iv)
U.S. Bank National Association:
$
6 Notice must be given at least two Business Days prior
to the requested decrease, and must be in a minimum amount of $50,000,000.
Exhibit XV-1
(v)
Truist Bank:
$
(vi)
Reliant
Trust/GTA Funding LLC:
$
(vii)
Bank
of America, N.A.:
$
(viii)
Banco
Bilbao Vizcaya Argentaria, S.A. 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
(ii) no
event has occurred and is continuing, or would result from the increase proposed hereby, that constitutes an Amortization Event or an
Unmatured Amortization Event.
Exhibit XV-2
IN WITNESS WHEREOF, the undersigned
has caused this Purchase Limit Decrease Notice to be executed by its duly authorized officer as of the date first above written.
AMERISOURCE RECEIVABLES FINANCIAL CORPORATION
By:
Name:
Title:
Exhibit XV-3
EXHIBIT XVI
FORM OF ACCORDION CONFIRMATION
___________ , _____
MUFG Bank, Ltd.
1221 Avenue of the Americas
New York, NY 10020
Attention: Securitization Group
Telephone: (212)
405-6970
Facsimile:
(212) 782-6448
[Address to each Purchaser Agent]
Ladies and Gentlemen:
Reference is hereby made to
the Amended and Restated Receivables Purchase Agreement, dated as of April 29, 2010 (as heretofore amended or supplemented, the “Receivables
Purchase Agreement”), among AmeriSource Receivables Finance Corporation, as Seller, AmerisourceBergen Drug Corporation, as Servicer,
the various purchaser groups from time to time party thereto, and MUFG Bank, Ltd., as Administrator. Capitalized terms used in this
Accordion Confirmation and not otherwise defined herein shall have the meanings assigned thereto in the Receivables Purchase Agreement.
This letter constitutes an
Accordion Confirmation pursuant to Section 1.1(b) of the Receivables Purchase Agreement. This Accordion Confirmation
sets forth the Accordion Group Commitments as consented to by such Purchaser Group’s Purchaser Agent for the period beginning on
_____, and the resulting changes in the Purchase Limit and Group Commitments for such period.
XVI-1
(a) Group
Commitments
Purchaser Group
Non-Accordion
Group Commitment
Accordion Group
Commitment
Group
Commitment
PNC Bank, National Association
$
$
Victory Receivables Corporation/Gotham Funding Corporation
$
$
Wells Fargo Bank, National Association
$
$
U.S. Bank National Association
$
$
Truist Bank
$
$
Reliant Trust/GTA Funding LLC
$
$
Bank of America, N.A.
$
$
Banco Bilbao Vizcaya Argentaria, S.A. New York Branch
$
$
(b) Ratable
Share and Accordion Ratable Share of each Purchaser Group, expressed as a percentage:
Purchaser Group
Ratable Share
Accordion Ratable Share
PNC Bank, National Association
$
$
Victory Receivables Corporation/Gotham Funding Corporation
$
$
Wells Fargo Bank, National Association
$
$
U.S. Bank National Association
$
$
Truist Bank
$
$
Reliant Trust/GTA Funding LLC
$
$
Bank of America, N.A.
$
$
Banco Bilbao Vizcaya Argentaria, S.A. New York Branch
$
$
XVI-2
(c) Purchase
Limit: $__________________
(i) Non-Accordion
Purchase Limit: $__________________
(ii) Accordion
Purchase Limit: $__________________
Seller hereby represents and
warrants as of the date hereof, and as of the date of this increase, as follows:
(i) the
representations and warranties contained in Section V of the Receivables Purchase Agreement are correct in all material respects
on and as of such dates as though made on and as of such dates and shall be deemed to have been made on such dates; and
(ii) no
event has occurred and is continuing, or would result from the increase proposed hereby, that constitutes an Amortization Event or an
Unmatured Amortization Event.
XVI-3
IN WITNESS WHEREOF, the undersigned
has caused this Accordion Confirmation to be executed by its duly authorized officer as of the date first above written.
AMERISOURCE RECEIVABLES FINANCIAL CORPORATION, as Seller
By:
Name:
Title:
AMERISOURCEBERGEN DRUG CORPORATION, as initial Servicer
By:
Name:
Title:
XVI-4
MUFG BANK, LTD., as Administrator
By:
Name:
Title:
XVI-5
[PURCHASER AGENT FOR INCREASING PURCHASER GROUP]
By:
Name:
Title:
XVI-6
EXHIBIT XVII
FORM OF EXCLUDED OBLIGOR REQUEST
___________ , _____
MUFG Bank, Ltd.
1221 Avenue of the Americas
New York, NY 10020
Attention: Securitization
Group
Telephone: (212) 405-6970
Facsimile:
(212) 782-6448
[Address to each Purchaser Agent]
Ladies and Gentlemen:
Reference is hereby made to
the Amended and Restated Receivables Purchase Agreement, dated as of April 29, 2010 (as heretofore amended or supplemented, the “Receivables
Purchase Agreement”), among AmeriSource Receivables Finance Corporation, as Seller, AmerisourceBergen Drug Corporation, as Servicer,
the various purchaser groups from time to time party thereto, and MUFG Bank, Ltd., as Administrator. Capitalized terms used
in this Excluded Obligor Request and not otherwise defined herein shall have the meanings assigned thereto in the Receivables Purchase
Agreement.
This letter constitutes an
Excluded Obligor Request pursuant to Section 13.18 of the Receivables Purchase Agreement. The Servicer, on behalf of the Seller
and each Originator, desires that the Specified Obligor shall no longer constitute an Excluded Obligor effective as of ________, 20__
(the “Excluded Obligor Date”):
Seller hereby represents and
warrants as of the date hereof, and as of the Excluded Obligor Date, as follows:
(i) the
representations and warranties contained in Section V of the Receivables Purchase Agreement are correct in all material respects
on and as of such dates as though made on and as of such dates and shall be deemed to have been made on such dates;
(ii) no
event has occurred and is continuing, or would result from the removal proposed hereby, that constitutes an Amortization Event or an Unmatured
Amortization Event; and
(iii) each
of the Included Conditions (as defined in Section 13.18 of the Receivables Purchase Agreement) will be satisfied on the Excluded
Obligor Date.
Exhibit XVII-1
As
of the Excluded Obligor Date (so long as the Administrator has countersigned this Excluded Obligor Request), each Originator does hereby
sell, assign, transfer, set-over and otherwise convey to the Seller, without recourse (except to the extent expressly provided in the
Receivables Sale Agreement), and the Seller does hereby purchase from each Originator, upon the terms and subject to the conditions set
forth in the Receivables Sale Agreement, all of each Originator’s right, title and interest in and to all Previously Excluded Receivables
(as defined below) originated by such Originator and existing as of the Excluded Obligor Date, together with all Related Security relating
thereto and all Collections thereof. After giving effect to such sale and assignment, all Previously Excluded Receivables shall be Receivables
for all purposes under the Receivables Purchase Agreement and the other Transaction Documents, and together with all Related Security
relating thereto shall have been sold, assigned or otherwise conveyed under the Receivables Sale Agreement and subject to all representations,
warranties, covenants, indemnities, deemed collections, security interest and other provisions set forth in the Receivables Sale Agreement
and the other Transaction Documents with respect to Receivables and Related Security sold, assigned or otherwise conveyed by the Originators
to the Seller under the Receivables Sale Agreement. On and after the Excluded Obligor Date, on each day that a Receivable is originated
by any Originator that would have constituted an Excluded Receivable prior to giving effect to this Excluded Obligor Request but does
not constitute an Excluded Receivable after giving effect to this Excluded Obligor Request, such Receivable shall be sold and assigned
by such Originator to the Seller on such date in accordance with the Receivables Sale Agreement. For purposes of this Excluded Obligor
Request, “Previously Excluded Receivables” shall mean each of the Receivable (without giving effect to the exclusion
of “Excluded Receivable” from the definition thereof) that (i) constituted an Excluded Receivable prior to giving effect
to this Excluded Obligor Request, (ii) does not constitute an Excluded Receivable after giving effect to this Excluded Obligor Request
and (iii) were outstanding on or after the Excluded Obligor Date.
Exhibit XVII-2
IN WITNESS WHEREOF, the undersigned
has caused this Excluded Obligor Request to be executed by its duly authorized officer as of the date first above written.
AMERISOURCE RECEIVABLES FINANCIAL CORPORATION
By:
Name:
Title:
AMERISOURCEBERGEN DRUG CORPORATION
By:
Name:
Title:
ASD SPECIALTY HEALTHCARE, LLC
By:
Name:
Title:
Exhibit XVII-3
Consented and Agreed:
MUFG BANK, LTD.,
as Administrator
By:
Name:
Title:
Exhibit XVII-4
SCHEDULE A
DOCUMENTS TO BE DELIVERED
ON OR PRIOR TO THE CLOSING DATE
1. Executed
copies of the Agreement, duly executed by the parties thereto.
2. Copy
of the Resolutions of the Board of Directors of each Seller Party and Performance Guarantor certified by its Secretary authorizing such
Person’s execution, delivery and performance of this Agreement and the other documents to be delivered by it hereunder.
3. Articles
or Certificate of Incorporation of each Seller Party and Performance Guarantor certified by the Secretary of State of its jurisdiction
of incorporation on or within thirty (30) days prior to the initial Purchase.
4. Good
Standing Certificate for each Seller Party and Performance Guarantor issued by the Secretaries of State of its state of incorporation
and each jurisdiction where it has material operations, each of which is listed below:
a. Seller:
Delaware
b. Servicer:
Delaware
c. Performance
Guarantor: Delaware
5. A
certificate of the Secretary of each Seller Party and Performance Guarantor certifying (i) the names and signatures of the officers
authorized on its behalf to execute this Agreement and any other documents to be delivered by it hereunder and (ii) a copy of such
Person’s By-Laws.
6. A
favorable opinion of legal counsel for the Seller Parties and Performance Guarantor reasonably acceptable to the Administrator and each
Purchaser Agent which addresses the following matters and such other matters as the Administrator and each Purchaser Agent may reasonably
request:
(a) Each
of the Seller Parties and Performance Guarantor is a corporation duly organized, validly existing, and in good standing under the laws
of the state of Delaware.
(b) Each
of the Seller Parties and Performance Guarantor has all requisite authority to conduct its business in each jurisdiction where failure
to be so qualified would have a material adverse effect on such entity’s business.
(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);
Schedule A-1
(ii) contravene,
or constitute a default under, any provision of applicable law or regulation or of its articles or certificate of incorporation or bylaws
or of any agreement, judgment, injunction, order, decree or other instrument binding upon such entity; or
(iii) result
in the creation or imposition of any Lien on assets of such entity or any of its Subsidiaries (except as contemplated by the Transaction
Documents).
(d) Each
of the Transaction Documents to which each of the Seller Parties and Performance Guarantor is a party has been duly executed and delivered
by such entity and constitutes the legally valid, and binding obligation of such entity enforceable in accordance with its terms, except
to the extent the enforcement thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’
rights generally and subject also to the availability of equitable remedies if equitable remedies are sought.
(e) Neither
of the Seller Parties is an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
7. The
Fee Letter.
8. A
Settlement Report as of March 31, 2010.
Schedule A-2
EXHIBIT B
(attached)
Exhibit B Omnibus Amendment (Twenty-Third
Amendment to RPA)
(ARFC)
EXECUTION VERSION
Exhibit CB
to Omnibus Amendment, dated April 17July 31,
20242026
SECOND AMENDED AND RESTATED PERFORMANCE UNDERTAKING
THIS
SECOND AMENDED AND RESTATED PERFORMANCE UNDERTAKING (this “Undertaking”), dated as of October 16,
2020, is executed by Cencora, Inc., a Delaware corporation (the “Performance Guarantor”), in favor of
Amerisource Receivables Financial Corporation, a Delaware corporation (together with its successors and assigns, “Recipient”).
This Undertaking amends and restates that certain Amended and Restated Performance Undertaking, dated as of December 2, 2004, by
the Performance Guarantor and after the date hereof, all references in any Transaction Document to the Performance Undertaking shall
be deemed references to this Undertaking.
RECITALS
1. AmerisourceBergen
Drug Corporation (“ABDC”) and ASD Specialty Healthcare, LLC (each of the foregoing, an “Originator”
and collectively, the “Originators”) and Recipient have entered into an Amended and Restated Receivables Sale
Agreement, dated as of October 16, 2020 (as amended, restated or otherwise modified from time to time, the “Sale Agreement”),
pursuant to which each Originator, subject to the terms and conditions contained therein, is selling and/or contributing its right, title
and interest in its accounts receivable to Recipient.
2. Performance
Guarantor owns one hundred percent (100%) of the capital stock of each Originator and Recipient, and each Originator, and accordingly,
Performance Guarantor has and is expected to continue to receive substantial direct and indirect benefits from its sale or contribution
of receivables to Recipient pursuant to the Sale Agreement (which benefits are hereby acknowledged).
3. As
an inducement for Recipient to acquire the Originators’ accounts receivable pursuant to the Sale Agreement, Performance Guarantor
has agreed to guaranty the due and punctual performance by each Originator of its obligations under the Sale Agreement, as well as the
Servicing Related Obligations (as hereinafter defined).
4. Performance
Guarantor wishes to guaranty the due and punctual performance by each Originator of its obligations to Recipient under or in respect of
the Sale Agreement and the Servicing Related Obligations (as hereinafter defined), as provided herein.
Performance Undertaking
AGREEMENT
NOW, THEREFORE,
Performance Guarantor hereby agrees as follows:
Section 1. Definitions.
Capitalized terms used herein and not defined herein shall have the respective meanings assigned thereto in the Sale Agreement or the
Receivables Purchase Agreement (as hereinafter defined). In addition:
“Guaranteed
Obligations” means, collectively: (a) all covenants, agreements, terms, conditions and indemnities to be performed
and observed by each Originator under and pursuant to the Sale Agreement and each other document executed and delivered by each Originator
pursuant to the Sale Agreement, including, without limitation, the due and punctual payment of all sums which are or may become due and
owing by each Originator under the Sale Agreement, whether for fees, expenses (including counsel fees), indemnified amounts or otherwise,
whether upon any termination or for any other reason and (b) all obligations of ABDC (i) as Servicer under the Amended and Restated
Receivables Purchase Agreement, dated as of April 29, 2010, by and among Recipient, as Seller, AmerisourceBergen Drug Corporation,
as Servicer, the various Purchaser Groups from time to time party thereto, and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi
UFJ, Ltd.), as Administrator (as amended, restated or otherwise modified, the “Receivables Purchase Agreement”
and, together with the Sale Agreement, the “Agreements”) or (ii) which arise pursuant to Sections
8.2, 8.3 or 13.3(a) of the Receivables Purchase Agreement as a result of its termination as Servicer (all such obligations under
this clause (b), collectively, the “Servicing Related Obligations”).
Section 2. Guaranty
of Performance of Guaranteed Obligations. Performance Guarantor hereby guarantees to Recipient, the full and punctual payment and
performance by each Originator of its Guaranteed Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of
the full and punctual performance of all Guaranteed Obligations of each Originator under the Agreements and each other document executed
and delivered by each Originator pursuant to the Agreements and is in no way conditioned upon any requirement that Recipient first attempt
to collect any amounts owing by any Originator to Recipient, the Administrator, any Purchaser Agent or any Purchaser from any other Person
or resort to any collateral security, any balance of any deposit account or credit on the books of Recipient, the Administrator, any Purchaser
Agent or any Purchaser in favor of such Originator or any other Person or other means of obtaining payment. Should any Originator default
in the payment or performance of any of its Guaranteed Obligations, Recipient (or its assigns) may cause the immediate performance by
Performance Guarantor of the Guaranteed Obligations and cause any payment Guaranteed Obligations to become forthwith due and payable to
Recipient (or its assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby
expressly waived by Performance Guarantor. Notwithstanding the foregoing, this Undertaking is not a guarantee of the collection of any
of the Receivables and Performance Guarantor shall not be responsible for any Guaranteed Obligations to the extent the failure to perform
such Guaranteed Obligations by any Originator results from Receivables being uncollectible on account of the insolvency, bankruptcy or
lack of creditworthiness of the related Obligor; provided that nothing herein shall relieve any Originator from performing
in full its Guaranteed Obligations under the Agreements or Performance Guarantor of its undertaking hereunder with respect to the full
performance of such duties.
Section 3. Performance
Guarantor’s Further Agreements to Pay. Performance Guarantor further agrees, as the principal obligor and not as a guarantor
only, to pay to Recipient (and its assigns), forthwith upon demand in funds immediately available to Recipient, all reasonable costs and
expenses (including court costs and reasonable legal expenses) incurred or expended by Recipient in connection with the Guaranteed Obligations,
this Undertaking and the enforcement thereof, together with interest on amounts recoverable under this Undertaking from the time when
such amounts become due until payment, at a rate of interest (computed for the actual number of days elapsed based on a 360 day year)
equal to the Prime Rate of MUFG Bank, Ltd. plus 2% per annum, such rate of interest changing when and as such Prime Rate changes.
2
Section 4. Waivers
by Performance Guarantor. Performance Guarantor waives notice of acceptance of this Undertaking, notice of any action taken or omitted
by Recipient (or its assigns) in reliance on this Undertaking, and any requirement that Recipient (or its assigns) be diligent or prompt
in making demands under this Undertaking, giving notice of any Amortization Event, other default or omission by any Originator or asserting
any other rights of Recipient under this Undertaking. Performance Guarantor warrants that it has adequate means to obtain from each Originator,
on a continuing basis, information concerning the financial condition of such Originator, and that it is not relying on Recipient to provide
such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available
in respect of the Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law
now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Recipient (and its
assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance
Guarantor of any liability under this Undertaking, to deal with each Originator and with each other party who now is or after the date
hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Recipient in its sole discretion deems fit,
and to this end Performance Guarantor agrees that the validity and enforceability of this Undertaking, including without limitation, the
provisions of Section 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or
renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating
thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations
or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any
waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Guaranteed Obligations
or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination
or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations
or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability
or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application
of payments received from any source to the payment of any payment obligations of any Originator or any part thereof or amounts which
are not covered by this Undertaking even though Recipient (or its assigns) might lawfully have elected to apply such payments to any part
or all of the payment obligations of such Originator or to amounts which are not covered by this Undertaking; (g) the existence of
any claim, setoff or other rights which Performance Guarantor may have at any time against any Originator in connection herewith or any
unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure
on the part of any Originator to perform or comply with any term of the Agreements or any other document executed in connection therewith
or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to
in the foregoing clauses (a) through (i) of this Section 4.
Section 5. Unenforceability
of Guaranteed Obligations Against Originators. Notwithstanding (a) any change of ownership of any Originator or the insolvency,
bankruptcy or any other change in the legal status of any Originator; (b) the change in or the imposition of any law, decree, regulation
or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due
of the Guaranteed Obligations; (c) the failure of any Originator or Performance Guarantor to maintain in full force, validity or
effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the
Guaranteed Obligations or this Undertaking, or to take any other action required in connection with the performance of all obligations
pursuant to the Guaranteed Obligations or this Undertaking; or (d) if any of the moneys included in the Guaranteed Obligations have
become irrecoverable from the applicable Originator for any other reason other than final payment in full of the payment obligations in
accordance with their terms, this Undertaking shall nevertheless be binding on Performance Guarantor. This Undertaking shall be in addition
to any other guaranty or other security for the Guaranteed Obligations, and it shall not be rendered unenforceable by the invalidity of
any such other guaranty or security. In the event that acceleration of the time for payment of any of the Guaranteed Obligations is stayed
upon the insolvency, bankruptcy or reorganization of an Originator or for any other reason with respect to such Originator, all such amounts
then due and owing with respect to the Guaranteed Obligations under the terms of the Agreements, or any other agreement evidencing, securing
or otherwise executed in connection with the Guaranteed Obligations, shall be immediately due and payable by Performance Guarantor.
3
Section 6. Representations,
Warranties and Covenants. Performance Guarantor hereby represents and warrants to, and covenants with, Recipient that:
(a) Existence
and Standing. Performance Guarantor is a corporation duly organized, validly existing and in good standing under the laws of its state
of incorporation. Performance Guarantor is duly qualified to do business and is in good standing as a foreign corporation, and has and
holds all corporate power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each
jurisdiction in which its business is conducted except where the failure to so qualify or so hold could not reasonably be expected to
have a material adverse effect on its financial conditions or results of operations.
(b) Authorization,
Execution and Delivery; Binding Effect. The execution and delivery by Performance Guarantor of this Undertaking, and the performance
of its obligations hereunder, are within its corporate powers and authority and have been duly authorized by all necessary corporate action
on its part. This Undertaking has been duly executed and delivered by Performance Guarantor. This Undertaking constitutes the legal, valid
and binding obligation of Performance Guarantor enforceable against Performance Guarantor in accordance with its terms, except as such
enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’
rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
(c) No
Conflict; Government Consent. The execution and delivery by Performance Guarantor of this Undertaking, and the performance of its
obligations hereunder, do not contravene or violate (i) its certificate or articles of incorporation or by-laws, (ii) any law,
rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party
or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting
it or its property, and do not result in the creation or imposition of any Lien on assets of Performance Guarantor or its Subsidiaries
(except as created hereunder) except, in any case, where such contravention or violation could not reasonably be expected to have a material
adverse effect on its financial conditions or results of operations or result in rendering any indebtedness evidenced thereby due and
payable prior to its maturity or result in the creation or imposition of any Lien pursuant to the terms of any such instrument or agreement
upon any property (now owned or hereafter acquired).
4
(d) Financial
Statements. The consolidated financial statements of Performance Guarantor and its consolidated Subsidiaries dated as of December 31,
2002 and March 31, 2003 heretofore delivered to Recipient have been prepared in accordance with generally accepted accounting principles
consistently applied and fairly present in all material respects the consolidated financial condition and results of operations of Performance
Guarantor and its consolidated Subsidiaries as of such dates and for the periods ended on such dates. Since the later of (i) March 31,
2003 and (ii) the last time this representation was made or deemed made, no event has occurred which would or could reasonably be
expected to have a material adverse effect on its financial conditions or results of operations.
(e) Taxes.
Performance Guarantor has timely filed or caused to be filed all tax returns and reports required to have been filed and has paid or caused
to be paid all taxes required to have been paid by it, except (i) any taxes that are being contested in good faith by appropriate
proceedings and for which Performance Guarantor has set aside on its books adequate reserves or (ii) to the extent that the failure
to do so could not reasonably be expected to have a material adverse effect on its financial conditions or results of operations.
(f) Litigation
and Contingent Obligations. Except as disclosed in the filings made by Performance Guarantor with the Securities and Exchange Commission,
there are no actions, suits or proceedings pending or, to the best of Performance Guarantor’s knowledge threatened against or affecting
Performance Guarantor or any of its properties, in or before any court, arbitrator or other body, that could reasonably be expected to
have a material adverse effect on (i) the business, properties, condition (financial or otherwise) or results of operations of Performance
Guarantor and its Subsidiaries taken as a whole, (ii) the ability of Performance Guarantor to perform its obligations under this
Undertaking, or (iii) the validity or enforceability of any of this Undertaking or the rights or remedies of Recipient hereunder.
Performance Guarantor does not have any material Contingent Obligations not provided for or disclosed in the financial statements referred
to in Section 6(d).
(g) Financial
Covenant. Performance Guarantor shall comply at all times with the covenant set forth in Section 6.05 of the Credit Agreement
as in effect on the Twenty-Third Amendment Date (without giving
effect to any amendment, waiver, termination, supplement or other modification thereof unless consented to by the Administrator and the
Required Purchaser Agents).
Section 7. Subrogation;
Subordination. Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full Performance
Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of Recipient, the Administrator,
any Purchaser Agent or any Purchaser against any Originator, (b) hereby waives all rights of subrogation (whether contractual, under
Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient, the Administrator,
each Purchaser Agent and each Purchaser against any Originator and all contractual, statutory or legal or equitable rights of contribution,
reimbursement, indemnification and similar rights and “claims” (as that term is defined in the Federal Bankruptcy Code) which
Performance Guarantor might now have or hereafter acquire against any Originator that arise from the existence or performance of Performance
Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Originator in respect
of any liability of Performance Guarantor to such Originator and (d) waives any benefit of and any right to participate in any collateral
security which may be held by Recipient, the Administrator, any Purchaser Agent or any Purchaser. The payment of any amounts due with
respect to any indebtedness of any Originator now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment
in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or
performance of any of the Guaranteed Obligations, Performance Guarantor will not demand, sue for or otherwise attempt to collect any such
indebtedness of any Originator to Performance Guarantor until all of the Guaranteed Obligations shall have been paid and performed in
full. If, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such
indebtedness while any obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance
Guarantor as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of the Guaranteed Obligations
without affecting in any manner the liability of Performance Guarantor under the other provisions of this Undertaking. The provisions
of this Section 7 shall be supplemental to and not in derogation of any rights and remedies of Recipient under any separate subordination
agreement which Recipient may at any time and from time to time enter into with Performance Guarantor.
5
Section 8. Termination
of Performance Undertaking. Performance Guarantor’s obligations hereunder shall continue in full force and effect until all
Aggregate Unpaids are finally paid and satisfied in full and the Receivables Purchase Agreement is terminated; provided that
this Undertaking shall continue to be effective or shall be reinstated, as the case may be, if at any time payment or other satisfaction
of any of the Guaranteed Obligations is rescinded or must otherwise be restored or returned upon the bankruptcy, insolvency, or reorganization
of any Originator or otherwise, as though such payment had not been made or other satisfaction occurred, whether or not Recipient (or
its assigns) is in possession of this Undertaking. No invalidity, irregularity or unenforceability by reason of the federal bankruptcy
code or any insolvency or other similar law, or any law or order of any government or agency thereof purporting to reduce, amend or otherwise
affect the Guaranteed Obligations shall impair, affect, be a defense to or claim against the obligations of Performance Guarantor under
this Undertaking.
Section 9. Effect
of Bankruptcy. This Performance Undertaking shall survive the insolvency of any Originator and the commencement of any case or proceeding
by or against any Originator under the Federal Bankruptcy Code or other federal, state or other applicable bankruptcy, insolvency or reorganization
statutes. No automatic stay under the Federal Bankruptcy Code with respect to any Originator or other federal, state or other applicable
bankruptcy, insolvency or reorganization statutes to which any Originator is subject shall postpone the obligations of Performance Guarantor
under this Undertaking.
Section 10. Setoff.
Regardless of the other means of obtaining payment of any of the Guaranteed Obligations, Recipient (and its assigns) is hereby authorized
at any time and from time to time, without notice to Performance Guarantor (any such notice being expressly waived by Performance Guarantor)
and to the fullest extent permitted by law, to set off and apply any deposits and other sums against the obligations of Performance Guarantor
under this Undertaking, whether or not Recipient (or any such assign) shall have made any demand under this Undertaking and although such
obligations may be contingent or unmatured.
Section 11. Taxes.
All payments to be made by Performance Guarantor hereunder shall be made free and clear of any deduction or withholding. If Performance
Guarantor is required by law to make any deduction or withholding on account of tax or otherwise from any such payment, the sum due from
it in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding,
Recipient receive a net sum equal to the sum which it would have received had no deduction or withholding been made.
6
Section 12. Further
Assurances. Performance Guarantor agrees that it will from time to time, at the request of Recipient (or its assigns), provide information
relating to the business and affairs of Performance Guarantor as Recipient may reasonably request. Performance Guarantor also agrees to
do all such things and execute all such documents as Recipient (or its assigns) may reasonably consider necessary or desirable to give
full effect to this Undertaking and to perfect and preserve the rights and powers of Recipient hereunder.
Section 13. Successors
and Assigns. This Performance Undertaking shall be binding upon Performance Guarantor, its successors and permitted assigns, and shall
inure to the benefit of and be enforceable by Recipient and its successors and assigns. Performance Guarantor may not assign or transfer
any of its obligations hereunder without the prior written consent of each of Recipient, the Administrator and each Purchaser Agent. Without
limiting the generality of the foregoing sentence, Recipient may assign or otherwise transfer the Agreements, any other documents executed
in connection therewith or delivered thereunder or any other agreement or note held by them evidencing, securing or otherwise executed
in connection with the Guaranteed Obligations, or sell participations in any interest therein, to any other entity or other Person, and
such other entity or other Person shall thereupon become vested, to the extent set forth in the agreement evidencing such assignment,
transfer or participation, with all the rights in respect thereof granted to the beneficiaries herein.
Section 14. Amendments
and Waivers. No amendment or waiver of any provision of this Undertaking nor consent to any departure by Performance Guarantor therefrom
shall be effective unless the same shall be in writing and signed by Recipient, the Administrator, each Purchaser Agent and Performance
Guarantor. No failure on the part of Recipient to exercise, and no delay in exercising, any right hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise
of any other right.
Section 15. Notices.
All notices and other communications provided for hereunder shall be made in writing and shall be addressed as follows: if to Performance
Guarantor, at the address set forth beneath its signature hereto, and if to Recipient, at the addresses set forth beneath its signature
hereto, or at such other addresses as each of Performance Guarantor or any Recipient may designate in writing to the other. Each such
notice or other communication shall be effective (1) if given by telecopy, upon the receipt thereof, (2) if given by mail, three
(3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (3) if given
by any other means, when received at the address specified in this Section 15.
7
Section 16. GOVERNING
LAW. THIS UNDERTAKING SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK.
Section 17. CONSENT
TO JURISDICTION. EACH OF PERFORMANCE GUARANTOR AND RECIPIENT HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED
STATES FEDERAL OR NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
UNDERTAKING, THE AGREEMENTS OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION THEREWITH OR DELIVERED THEREUNDER AND EACH OF PERFORMANCE GUARANTOR
AND RECIPIENT HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY
SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.
Section 18. Bankruptcy
Petition. Performance Guarantor hereby covenants and agrees that, prior to the date that is one year and one day after the payment
in full of all outstanding senior Indebtedness of Conduit Purchaser, it will not institute against, or join any other Person in instituting
against, Conduit Purchaser any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding
under the laws of the United States or any state of the United States.
Section 19. Miscellaneous.
This Undertaking constitutes the entire agreement of Performance Guarantor with respect to the matters set forth herein. The rights and
remedies herein provided are cumulative and not exclusive of any remedies provided by law or any other agreement, and this Undertaking
shall be in addition to any other guaranty of or collateral security for any of the Guaranteed Obligations. The provisions of this Undertaking
are severable, and in any action or proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization
or other law affecting the rights of creditors generally, if the obligations of Performance Guarantor hereunder would otherwise be held
or determined to be avoidable, invalid or unenforceable on account of the amount of Performance Guarantor’s liability under this
Undertaking, then, notwithstanding any other provision of this Undertaking to the contrary, the amount of such liability shall, without
any further action by Performance Guarantor or Recipient, be automatically limited and reduced to the highest amount that is valid and
enforceable as determined in such action or proceeding. Any provisions of this Undertaking which are prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating
the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction. Unless otherwise specified, references herein to “Section” shall mean
a reference to sections of this Undertaking.
8
IN WITNESS
WHEREOF, Performance Guarantor has caused this Undertaking to be executed and delivered as of the date first above written.
CENCORA, INC.
By:
Name:
Title:
Address:
Cencora, Inc.
1300 Morris Drive
Chesterbrook, PA 19087
Attention:
Jack Quinn
Telephone:
(610) 727-7116
Facsimile:
(610) 727-3639
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1
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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityCentralIndexKey
Namespace Prefix:
dei_
Data Type:
dei:centralIndexKeyItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityEmergingGrowthCompany
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
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- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
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- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
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Data Type:
xbrli:normalizedStringItemType
Balance Type:
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Period Type:
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
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dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
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dei_PreCommencementTenderOffer
Namespace Prefix:
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Data Type:
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Balance Type:
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- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
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dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
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Balance Type:
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Period Type:
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X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
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Data Type:
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Balance Type:
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Period Type:
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- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
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Data Type:
dei:tradingSymbolItemType
Balance Type:
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Period Type:
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
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- Details
Name:
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- Details
Name:
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- Details
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