CAH Cardinal Health Inc

Exhibit 10.1

OMNIBUS AMENDMENT AND ASSIGNMENT AGREEMENT, dated as of September 1, 2023 (this “Agreement”), among Griffin Capital, LLC, a Nevada limited liability company (“Griffin Capital”), as original servicer (“Original Servicer”), Cardinal Health Funding, LLC, a Nevada limited liability company (“Funding”), as original seller (“Original Seller”), Cardinal Health 23, LLC (“CH-23”), a Nevada limited liability company, as new servicer (“New Servicer”), Cardinal Health 23 Funding, LLC, a Nevada limited liability company (“CH-23 Funding”), as additional seller (“Additional Seller” and together with the Original Seller, the “Sellers”), Cardinal Health, Inc., an Ohio corporation (“Cardinal”), as performance guarantor (the “Performance Guarantor”), Cardinal Health 110, LLC, a Delaware limited liability company (“CH-110”), as originator (the “Originator”), Cardinal Health 2, LLC, a Nevada limited liability company (“CH-2”), as administrator, MUFG Bank, Ltd. (“MUFG”) (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch), as the Agent (in such capacity, the “Agent”), a Managing Agent and a Financial Institution, PNC Bank, National Association (“PNC”), as the LC Bank, a Managing Agent and a Financial Institution, The Bank of Nova Scotia (“BNS”), as a Managing Agent and a Financial Institution, Bank of America, National Association (“BofA”), as a Managing Agent and a Financial Institution, Wells Fargo Bank, N.A. (“Wells Fargo”), as a Managing Agent and a Financial Institution, and Liberty Street Funding LLC (“Liberty Street”) and Victory Receivables Corporation (“Victory”), as Conduits.

RECITALS

WHEREAS, each of Leader Drugstores, Inc., a Delaware corporation (“Leader”), Cardinal Health Pharmacy Services, LLC, a Delaware limited liability company (“Pharmacy”), Medicine Shoppe International, Inc., a Delaware corporation (“Medicine”), Cardinal Health 108, Inc., a Delaware limited liability company (“CH-108”), Cardinal Health Systems, Inc., an Ohio corporation (“Health Systems”), Cardinal Health 112, LLC, a Delaware limited liability company (“CH-112”), and Medicap Pharmacies Incorporated (“Medicap”), as Approved Sub-Originators, entered in a Receivables Sale Agreement with CH-110, as purchaser (collectively, as any such agreements may have been or may be further amended, restated, supplemented, or otherwise modified from time to time, the “First Step Sale Agreements”);

WHEREAS, CH-110, as seller, in turn entered into the Second Amended and Restated Receivables Purchase and Sale Agreement, dated as of May 21, 2004, with Griffin Capital, as purchaser, as amended by the Amendment No. 1, effective as of June 20, 2007, the Amendment No. 2, effective as of November 19, 2007, the Omnibus Amendment and Waiver, dated as of December 15, 2009, and the Third Amendment thereto, dated as of March 25, 2010 (as may have been or may be further amended, restated, supplemented, or otherwise modified from time to time, the “Second Step Sale Agreement”);

WHEREAS, Griffin Capital, as transferor, in turn entered into the Amended and Restated Receivables Sale Agreement, dated as of May 21, 2004, with Funding, as transferee, as amended by the Omnibus Amendment and Reaffirmation of Performance Guaranty, dated as of August 18, 2004, the Omnibus Limited Waiver and Second Omnibus Amendment and Reaffirmation of Performance Guaranty, dated as of September 24, 2004, the Omnibus Amendment, dated as of June 20, 2007, the Omnibus Amendment and Waiver, dated as of December 15, 2009, the Fourth Amendment thereto, dated as of March 25, 2010, the Fifth Amendment thereto, dated as of November 1, 2014 (as may have been or may be further amended, restated, supplemented, or otherwise modified from time to time, the “Third Step Sale Agreement” and, together with the Subordinated Note issued by Funding in favor of Griffin Capital pursuant thereto (the “Subordinated Note”), the “Third Step Sale Documents”);

WHEREAS, the Original Seller and the Original Servicer entered into the Fourth Amended and Restated Receivables Purchase Agreement, dated as of November 1, 2013, as amended by the First Amendment and Joinder, dated as of November 3, 2014, the Second Amendment, dated as of November 14, 2016, the Third Amendment, dated as of August 30, 2017, the Fourth Amendment, dated as of September 30, 2019, the Fifth Amendment, dated as of May 13, 2022, and the Sixth Amendment, dated as of September 30, 2022, with Wells Fargo, Liberty Street, BNS, PNC, BofA, Victory, MUFG and the other parties listed therein from time to time (the “Existing Fourth Step RPA” and as amended by this Agreement and as amended and restated by the Fifth Amended and Restated Receivables Purchase Agreement, dated as of the date hereof, and as may be further amended, restated, supplemented, or otherwise modified from time to time, “Fourth Step RPA”);

WHEREAS, Cardinal, as Performance Guarantor, entered into the Seventh Amended and Restated Performance Guaranty, dated as of November 16, 2016, in favor of Funding, as beneficiary (as may have been or may be further amended, restated, supplemented, or otherwise modified from time to time, the “Existing Performance Guaranty”);

WHEREAS reference is also made to the following documents:

(i) the Amended and Restated Blocked Account Control Agreement, dated as of November 3, 2014, among Funding, Griffin Capital, MUFG and JP Morgan Chase Bank, N.A. (“JPM”), as amended by Amendment No. 1 thereto, dated as of October 21, 2015 (as may have been further amended, amended and restated, supplemented, or otherwise modified from time to time prior to the date hereof, the “JPM BACA”);

(ii) the Amended and Restated Deposit Account Control Agreement, dated as of January 10, 2017, among Griffin Capital, MUFG and BofA (as may have been amended, amended and restated, supplemented, or otherwise modified from time to time prior to the date hereof, the “BofA DACA”);

(iii) the Deposit Account Control Agreement, dated as of October 22, 2004, among Wachovia Bank, National Association (“Wachovia”), Griffin Capital, Funding and Bank One, NA , as amended and supplemented by the Assignment and Assumption of Deposit Account Control Agreement, dated as of November 13, 2008, among Wachovia, Griffin Capital, Funding, and Wachovia Capital Markets, LLC (“Wachovia CM”) (as may have been further amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the “Wells DACA” and, collectively with the JPM BACA and the BofA DACA, the “Existing Account Control Agreements” and each, an “Existing Account Control Agreement”);

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(iv) the Third Amended and Restated Cash Management Agreement, dated as of June 20, 2007, among Cardinal, Griffin Capital, CH-110 and CH-2, as administrator of Funding, as amended by the First Amendment thereto, dated as of November 19, 2007, and the Second Amendment thereto, dated as of November 13, 2008 (as may have been and may be further amended, amended and restated, supplemented, or otherwise modified from time to time, the “Cash Management Agreement”);

(v) the Administrative Services Agreement, dated as of June 1, 2000, between Funding and CH-2, as administrator (as may have been amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the “Existing Admin Services Agreement”); and

(vi) the other Transaction Documents.

WHEREAS, Cardinal wishes to add the Additional Seller and replace the Original Servicer with the New Servicer under the Existing Fourth Step RPA by entering into a Fifth Amended and Restated Receivables Purchase Agreement and making consequential changes to the Transaction Documents related thereto (collectively, the “Transactions”), and the Agent and the Purchasers are willing to consent to such Transaction;

WHEREAS, the Originator and CH-23 wish to enter into a Purchase and Sale Agreement on substantially similar terms as the Second Step Sale Agreement (the “Additional Second Step Sale Agreement”);

WHEREAS, CH-23 and CH-23 Funding wish to enter into a Purchase and Sale Agreement on substantially similar terms as the Third Step Sale Agreement (the “Additional Third Step Sale Agreement”), pursuant to which CH-23 Funding will issue a subordinated note on substantially similar terms as the Subordinated Note (the “New Subordinated Note”);

WHEREAS, the Performance Guarantor wishes to enter into a Performance Guaranty on substantially similar terms as the Existing Performance Guaranty (the “Additional Performance Guaranty”);

WHEREAS, the parties party thereto wish to amend and restate the Existing Admin Services Agreement to account for the Transactions (the “A&R Admin Services Agreement”);

WHEREAS, the respective parties party thereto wish to amend or amend and restate each Existing Account Control Agreement to account for the Transactions (collectively, the “A&R Account Control Agreements”);

WHEREAS, as set forth in the Cash Management Agreement, (i) a portion of the Receivables are paid by check or money order mailed to one of the Original Servicer’s locked postal boxes (collectively, the “Lock-Boxes”) which clear through the Original Servicer’s account no. 3751562470 at Bank of America, N.A. (the “Lock-Box Account”), and (ii) the remainder of the Receivables are paid via electronic payment to various accounts maintained in the Original Servicer’s name (collectively, the “Servicer Accounts”) pursuant to the Existing Account Control Agreements; and

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WHEREAS, the parties hereto wish to confirm their understanding with respect to the Lock-Boxes, Lock-Box Account and Servicer Accounts following consummation of the Transactions;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do covenant and agree as follows with respect to the transactions contemplated hereunder:

ARTICLE I

ASSIGNMENT AND ASSUMPTION;

INTENTION OF ASSIGNMENT

Section 1.1. Definitions. Unless otherwise defined in this Agreement, all defined terms used herein, including in the Recitals hereto, shall have the meanings ascribed to such terms in the Fourth Step RPA.

Section 1.2. Assignment, Assumption, and Acceptance; Consent.

(a) For good and valuable consideration, receipt of which is hereby acknowledged, effective as of the date hereof, Griffin Capital, in its capacity as the Original Servicer, does hereby assign all of its right, title, and interest, and delegate all of its duties, obligations, and liabilities, in, to, and under the Existing Fourth Step RPA and the other Transaction Documents to the New Servicer, in its capacity as such.

(b) For good and valuable consideration, receipt of which is hereby acknowledged, effective as of the date hereof, CH-23, in its capacity as the New Servicer, does hereby accept all such assigned right, title, and interest, and assume all such duties, obligations, and liabilities and the performance of every covenant under the Fourth Step RPA and the other Transaction Documents. The New Servicer is hereby appointed as Servicer under the Fourth Step RPA and the other Transaction Documents.

(c) The Original Servicer is hereby appointed as a Permitted Sub-Servicer in accordance with Section 8.1(b) of the Fourth Step RPA, and will continue to perform all duties and responsibilities of the Servicer solely with respect to the receivables pledged to the Agent as of the date hereof, prior to consummation of the Transactions (the “Legacy Receivables”).

(d) Each of the Agent, the Purchasers and the Managing Agents hereby severally (i) acknowledges and consents to the assignments and delegation described above, (ii) acknowledges and agrees that as of the date hereof, the New Servicer, in its capacity as such, has been substituted for the Original Servicer under the Fourth Step RPA and the other Transaction Documents, and (iii) waive any prior notice or any other consent that may be required in connection with the Transactions under the terms of Fourth Step RPA or any other Transaction Document.

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Section 1.3. Intention of Parties Relating to Transaction Documents.

(a) Fourth Step RPA.

(i) The parties hereto that are also parties to each of the Transaction Documents, respectively, agree that, on and after the date hereof, each reference to the Existing Fourth Step RPA (or any defined term used in relation thereto) in each such Transaction Document shall be deemed to be a reference to the Fourth Step RPA, as amended and restated by the Fifth Amended and Restated RPA, in each case unless otherwise specified herein.

(ii) The New Servicer confirms and agrees to be bound by the terms of the Fourth Step RPA on and after the date hereof in the same manner as the Original Servicer was bound thereunder prior to the date hereof.

(iii) The Additional Seller confirms and agrees to be bound by the terms of the Fourth Step RPA on and after the date hereof in the same manner as the Original Seller was bound thereunder prior to the date hereof. Upon consummation of the Transaction, the Additional Seller shall become jointly and severally obligated with the Original Seller under the Transaction Documents.

(b) Accounts.

(i) Generally. The Original Servicer, as a Permitted Sub-Servicer, will continue to hold any account currently held in the name of “Griffin Capital, as Servicer” (or any similar variation thereof) and subject to an Existing Account Control Agreement until such time as the relevant A&R Account Control Agreement transferring such account in the name of the New Servicer (or the Additional Seller, as applicable) is effective, provided that all amounts deposited in, or credited to, such accounts shall be held in trust for the applicable Seller in accordance with Section 2.9 of the Fourth Step RPA.

(ii) Lock-Boxes and Lock-Box Account. Each of Cardinal and the Originator hereby acknowledges and agrees that, notwithstanding the fact that checks and other instruments payable to or to the order of Cardinal or the Originator may be mailed to the Lock-Boxes, it has no right, title or interest in any of the Lock-Boxes, the Lock-Box Account or any checks or other instruments or amounts from time to time therein. Griffin Capital hereby agrees that its only interest in the Lock-Boxes, the Lock-Box Account and the amounts from time to time therein was as Servicer under the Existing Fourth Step RPA and that such interest will terminate automatically when each related A&R Account Control Agreement is effective, except as may be required in connection with Griffin Capital’s continued temporary role as Permitted Sub-Servicer. Upon the effectiveness of each A&R Account Control Agreement, CH-23 hereby agrees that its only interest in the Lock-Boxes, the Lock-Box Account and the amounts from time to time therein will be as Servicer under the Fourth Step RPA and that such interest will terminate automatically when and if CH-23 is replaced as Servicer thereunder.

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(iii) Electronic Payments. The New Servicer, solely in its capacity as the Servicer, agrees that it will accept electronic payments on the Receivables in the Servicer Accounts and Lock-Box Account in trust for the benefit of the applicable Seller and the Agent (on behalf of the Purchasers), as their interests may appear. Unless and until the Agent gives notice to each bank maintaining a Servicer Account or the Lock-Box Account to the contrary following a Collection Notice Event, the available and collected funds in the Lock-Box Account and Servicer Accounts may continue to sweep into Cardinal’s master account no. 375152496 at Bank of America (the “Master Account”), and the New Servicer shall take all necessary action to ensure that it can identify which funds in the Master Account on any day constitute Collections in respect of the Receivables in which any Seller has an interest. In no event will Griffin Capital or CH-23 deposit, or authorize the deposit of, any of its own funds into the Master Account. Each of Cardinal, Griffin Capital and CH-23 acknowledges and agrees that all funds held in the Master Account that constitute Collections in respect of the Receivables in which any Seller has an interest are being held in trust for such Seller.

(c) Second Step Sale Agreement.

(i) The parties hereto that are also parties to the Second Step Sale Agreement agree that, on and after the date hereof, no further purchases shall be made under the Second Step Sale Agreement and all obligations thereunder (except for any obligations expressly stated therein to survive termination) shall automatically terminate on the date that is thirty (30) Business Days from the date on which the aggregate Outstanding Balance (as defined therein) of the Receivables (as defined therein) sold thereunder shall have been reduced to zero.

(d) Third Step Sale Agreement.

(i) The parties hereto that are also parties to the Third Step Sale Agreement agree that, on and after the date hereof, no further purchases shall be made under the Third Step Sale Agreement and all obligations thereunder (except for any obligations expressly stated therein to survive termination) shall automatically terminate on the date that is thirty (30) Business Days from the date on which the aggregate Outstanding Balance all Receivables (as defined therein) sold thereunder shall have been reduced to zero.

(e) Commingling. Except as otherwise provided for in Section 1.3(b) or as may occur on a transitory basis in the ordinary course of business, the respective assets of each of Cardinal, CH-2, CH-110, CH-23, Griffin Capital, and each Seller shall not be commingled with those of any direct, indirect or ultimate parent or affiliate of such entity or any subsidiary or affiliate of such parent. Each of Cardinal, CH-2, CH-110, CH-23, Griffin Capital, and each Seller acknowledges that it will pay from its funds and assets all obligations and indebtedness incurred by it.

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ARTICLE II

MISCELLANEOUS

Section 2.1. Conditions to Effectiveness. The Transactions shall become effective upon satisfaction of the following conditions:

(a) delivery of one or more opinions of counsel to the Agent and Purchasers as to (i) corporate and enforceability matters (with respect to this Agreement, the Fourth Step RPA, the Additional Second Step Sale Agreement, the Additional Third Step Sale Agreement, the New Subordinated Note and the Additional Performance Guaranty), (ii) security interest (with respect to any new UCC filings in Nevada and Delaware), and (iii) true sale and non-consolidation matters (with respect to the new transfers under the Additional Second Step Sale Agreement and the Additional Third Step Sale Agreement), in form and substance reasonably acceptable to the Agent and its counsel, and all UCC filings have been made as are necessary to continue and maintain the first-priority perfected ownership interest of the Agent in the Receivables; and

(b) delivery of counterparts of this Agreement, the Fourth Step RPA, the Additional Second Step Sale Agreement, the Additional Third Step Sale Agreement, the New Subordinated Note, the Additional Performance Guaranty and the A&R Admin Services Agreement, each duly executed by the parties hereto.

Section 2.2. Confirmation as to Rating Agency. The Agent, on behalf of each Conduit, hereby confirms that the documents governing each Conduit’s commercial paper program do not require written confirmation from each Rating Agency then rating the Commercial Paper notes of the applicable Conduit that the ratings of the Commercial Paper notes of such Conduit will not be downgraded or withdrawn as a result of the Transactions, pursuant to Section 14.1(b) of the Fourth Step RPA.

Section 2.3. Filing of Financing Statements. In connection herewith, each of the New Servicer and the Additional Seller agrees to prepare for filing, and the Agent agrees to record and file, any financing statements (or if a financing statement is already on record, an assignment of such financing statement) with respect to such financing statements, when applicable, meeting the requirements of applicable state law, in such jurisdictions as are necessary to perfect and maintain perfection of the transfers and other Transactions contemplated hereby.

Section 2.4. Post-Consummation Covenant(a) . Within ninety (90) days following the date hereof, (i) the applicable Seller Parties shall have delivered to the Agent an executed copy of each A&R Account Control Agreement, and (ii) the related accounts shall have been novated to the Additional Seller or the New Servicer, as applicable.

Section 2.5. Counterparts. This Agreement may be executed in any number of 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 instrument. The words “executed,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this transaction shall include, in addition to manually executed signature pages, images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

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Section 2.6. Ratification. The amendments set forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written, and shall not be deemed to (i) be a consent to any amendment, waiver or modification of any other term or condition of any Transaction Document or of any other instrument or agreement referred to therein, or (ii) prejudice any right or remedy which any Purchaser or the Agent may now have or may have in the future under or in connection with any Transaction Document or any other instrument or agreement referred to therein. Each reference in the applicable Transaction Document, as applicable, to “this Agreement,” “herein,” “hereof” and words of like import shall mean such agreement, as amended hereby, and each reference in any Transaction Documents to any other Transaction Document shall mean such Transaction Document, as amended hereby. This Agreement shall be construed in connection with and as part of each applicable Transaction Document, and all terms, conditions, representations, warranties, covenants and agreements set forth in each such agreement and each other instrument or agreement referred to therein, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

Section 2.7. Transaction Documents(b) . This Agreement is a Transaction Document executed pursuant to the Fourth Step RPA and shall be construed, administered and applied in accordance with the terms and provisions thereof.

Section 2.8. Severability. Any provision contained in this Agreement that is held to be inoperative, unenforceable or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable or invalid without affecting the remaining provisions of this Agreement in that jurisdiction or the operation, enforceability or validity of such provision in any other jurisdiction.

Section 2.9. CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 2.10. CONSENT TO JURISDICTION. EACH SELLER PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK 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 SELLER PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT, ANY MANAGING AGENT OR ANY PURCHASER TO BRING PROCEEDINGS AGAINST ANY SELLER PARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY SELLER PARTY AGAINST THE AGENT, ANY MANAGING AGENT OR ANY PURCHASER OR ANY AFFILIATE OF

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THE AGENT, ANY MANAGING 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 2.11. WAIVER OF TRIAL BY JURY. 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.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers as of the date first set forth above.

[Omnibus Amendment and Assignment Agreement]

[Omnibus Amendment and Assignment Agreement]

[Omnibus Amendment and Assignment Agreement]

[Omnibus Amendment and Assignment Agreement]

[Omnibus Amendment and Assignment Agreement]

[Omnibus Amendment and Assignment Agreement]

[Omnibus Amendment and Assignment Agreement]

[Omnibus Amendment and Assignment Agreement]

Acknowledged and agreed by the Approved Sub-Originators as of the date first set forth above.

[Omnibus Amendment and Assignment Agreement]

[Omnibus Amendment and Assignment Agreement]

Exhibit 10.2

PERFORMANCE GUARANTY

This Performance Guaranty (this “Guaranty”), dated as of September 1, 2023, is executed by Cardinal Health, Inc., an Ohio corporation (“Cardinal” or the “Performance Guarantor”) in favor of Cardinal Health 23 Funding, LLC, a Nevada limited liability company (together with its successors and assigns, “Beneficiary”).

RECITALS

1. Cardinal Health 110, LLC, a Delaware limited liability company (the “Originator”) has entered into and may from time to time in the future enter into Sub-Originator Sale Agreements (such term being used herein as defined in the Receivables Purchase Agreement described in paragraph 3 below) with the Approved Sub-Originators (such term being used herein as defined in the Receivables Purchase Agreement described in paragraph 3 below).

2. Cardinal Health 23, LLC, a Nevada limited liability company (“CH-23” and together with the Originator and the Approved-Sub-Originators, the “Transaction Parties”), has entered into that certain Receivables Purchase and Sale Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “CH-23 RPSA”), dated as of the date hereof, by and between CH-23 and the Originator, pursuant to which the Originator, subject to the terms and conditions thereof, will sell all of its right, title and interest in and to its accounts receivable.

3. CH-23 and Beneficiary have entered into a Receivables Sale Agreement, dated as of the date hereof (as amended, restated or otherwise modified from time to time, the “CH-23 RSA”), pursuant to which CH-23, subject to the terms and conditions contained therein, will sell its right, title and interest in and to all of the accounts receivable purchased by CH-23 under the CH-23 RPSA to Beneficiary. In turn, concurrently herewith, Beneficiary is entering into a Fifth Amended and Restated Receivables Purchase Agreement, dated as of the date hereof, by and among Cardinal Health Funding, LLC, as Seller, Beneficiary, as Additional Seller, Griffin Capital, LLC, as Original Servicer, CH-23, as Servicer, the Conduits party thereto, the Financial Institutions party thereto, the Managing Agents party thereto, the LC Banks party thereto and MUFG Bank, Ltd., as the Agent (as further amended, restated or otherwise modified from time to time, the “Receivables Purchase Agreement” and, together with the Sub-Originator Sale Agreements, the CH-23 RPSA and the CH-23 RSA, the “Agreements”), pursuant to which Beneficiary will sell undivided interests in the accounts receivable it purchases from CH-23 under the CH-23 RSA, and the Performance Guarantor’s execution and delivery of this Performance Guaranty is a condition precedent to effectiveness of the Receivables Purchase Agreement.

4. Each Approved Sub-Originator of the Originator and CH-23 is a Subsidiary of Performance Guarantor and Performance Guarantor has received and is expected to receive substantial direct and indirect benefits from the sale of the accounts receivable by the Approved Sub-Originators to each of the Originator under the applicable Sub-Originator Sale Agreements, by the Originator to CH-23 under the CH-23 RPSA, and by CH-23 to Beneficiary under the CH-23 RSA (which benefits are hereby acknowledged).

5. As an inducement for Beneficiary to enter into the Receivables Purchase Agreement, Performance Guarantor has agreed to guaranty the due and punctual performance by each Approved Sub-Originator of its obligations under the applicable Sub-Originator Sale Agreement, the Originator of its obligations under the CH-23 RPSA and by CH-23 of its obligations under the CH-23 RSA and the Receivables Purchase Agreement.

6. Performance Guarantor wishes to guaranty the due and punctual performance by the Approved Sub-Originators, the Originator and CH-23 of their respective 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 Receivables Purchase Agreement. In addition:

“Obligations” means, collectively, (i) all covenants, agreements, terms, conditions and indemnities to be performed and observed by the Originator and each Approved Sub-Originator under and pursuant to the CH-23 RPSA and Sub-Originator Sale Agreement(s) to which such Originator or Approved Sub-Originator is a party and each other document executed and delivered by the Originator or Approved Sub-Originator pursuant to such CH-23 RPSA and Sub-Originator Sale Agreement(s), including, without limitation, the due and punctual payment of all sums which are or may become due and owing by the Originator or Approved Sub-Originator under the CH-23 RPSA and Sub-Originator Sale Agreements, whether for fees, expenses (including counsel fees), indemnified amounts or otherwise, whether upon any termination or for any other reason, (ii) all covenants, agreements, terms, conditions and indemnities to be performed and observed by CH-23 under and pursuant to the CH-23 RSA and each other document executed and delivered by CH-23 pursuant to the CH-23 RSA, including, without limitation, the due and punctual payment of all sums which are or may become due and owing by CH-23 under the CH-23 RSA, whether for fees, expenses (including counsel fees), indemnified amounts or otherwise, whether upon any termination or for any other reason and (iii) all obligations of CH-23 (1) as Servicer under the Receivables Purchase Agreement, or (2) which arise pursuant to Sections 8.2, 8.3 or 14.4(a) of the Receivables Purchase Agreement as a result of its termination as Servicer.

Section 2. Guaranty of Performance of Obligations. Performance Guarantor hereby guarantees to Beneficiary, the full and punctual payment and performance by each Transaction Party of its respective Obligations. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of the Transaction Parties under the Agreements and each other document executed and delivered by each such Transaction Party pursuant to the Agreements and is in no way conditioned upon any requirement that Beneficiary first attempt to collect any amounts owing by any Transaction Party to Beneficiary, the Agent or the Purchasers from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of Beneficiary, the Agent or any Purchaser in favor of any Transaction Party or any other Person or other means of obtaining payment. Should any Transaction Party default in the payment or performance of any of the Obligations, Beneficiary (or its assigns) may cause the immediate performance by Performance Guarantor of the

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Obligations and cause any payment Obligations to become forthwith due and payable to Beneficiary (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 Guaranty is not a guarantee of the collection of any of the Receivables and Performance Guarantor shall not be responsible for any Obligations to the extent the failure to perform such Obligations by any Transaction Party 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 Transaction Party from performing in full its Obligations under any Agreement 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 Beneficiary (and its assigns), forthwith upon demand in funds immediately available to Beneficiary, all reasonable costs and expenses (including court costs and legal expenses) incurred or expended by Beneficiary in connection with the Obligations, this Guaranty and the enforcement thereof, together with interest on amounts recoverable under this Guaranty 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 plus 2% per annum, such rate of interest changing when and as the Prime Rate changes.

Section 4. Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this Guaranty, notice of any action taken or omitted by Beneficiary (or its assigns) in reliance on this Guaranty, and any requirement that Beneficiary (or its assigns) be diligent or prompt in making demands under this Guaranty, giving notice of any Termination Event, Amortization Event, other default or omission by any Transaction Party or asserting any other rights of Beneficiary under this Guaranty. Performance Guarantor warrants that it has adequate means to obtain from each Transaction Party, on a continuing basis, information concerning the financial condition of such Transaction Party, and that it is not relying on Beneficiary 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 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. Beneficiary (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 Guaranty, to deal with each Transaction Party and with each other party who now is or after the date hereof becomes liable in any manner for any of the Obligations, in such manner as Beneficiary in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this Guaranty, including, without limitation, the provisions of Section 8 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 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 Obligations or any part thereof or any agreement relating thereto, or any collateral securing the 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 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

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any other obligation of any person or entity with respect to the Obligations or any part thereof; (e) the enforceability or validity of the Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations of any Transaction Party or any part thereof or amounts which are not covered by this Guaranty even though Beneficiary (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations of such Transaction Party or to amounts which are not covered by this Guaranty; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Obligations or any part thereof; or (i) any failure on the part of any Transaction Party 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 Obligations Against Transaction Parties. Notwithstanding (a) any change of ownership of any Transaction Party or the insolvency, bankruptcy or any other change in the legal status of any Transaction Party; (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 Obligations; (c) the failure of any Transaction Party 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 Obligations or this Guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Obligations or this Guaranty; or (d) if any of the moneys included in the Obligations have become irrecoverable from any Transaction Party for any other reason other than final payment in full of the payment Obligations in accordance with their terms, this Guaranty shall nevertheless be binding on Performance Guarantor. This Guaranty shall be in addition to any other guaranty or other security for the 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 Obligations is stayed upon the insolvency, bankruptcy or reorganization of any Transaction Party or for any other reason with respect to any Transaction Party, all such amounts then due and owing with respect to the Obligations under the terms of the Agreements, or any other agreement evidencing, securing or otherwise executed in connection with the Obligations, shall be immediately due and payable by Performance Guarantor.

Section 6. Representations and Warranties. Performance Guarantor hereby represents and warrants to Beneficiary that:

(a) Existence and Standing. Performance Guarantor is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has 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.

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(b) Authorization, Execution and Delivery; Binding Effect. Performance Guarantor has the corporate power and authority and legal right to execute and deliver this Guaranty, perform its obligations hereunder and consummate the transactions herein contemplated. The execution and delivery by Performance Guarantor of this Guaranty, the performance of its obligations and consummation of the transactions contemplated hereunder have been duly authorized by proper corporate proceedings, and Performance Guarantor has duly executed and delivered this Guaranty. This Guaranty constitutes the legal, valid and binding obligation of Performance Guarantor enforceable against Performance Guarantor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally.

(c) No Conflict; Government Consent. The execution and delivery by Performance Guarantor of this Guaranty and the performance of its obligations hereunder are within its corporate powers, have been duly authorized by all necessary corporate action, do not contravene or violate (i) its articles of incorporation or code of regulations, (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 Adverse Claim on assets of Performance Guarantor.

(d) Financial Statements. The consolidated financial statements of Performance Guarantor and its consolidated Subsidiaries dated as of August 15, 2023, heretofore filed with the Securities and Exchange Commission 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 August 15, 2023, and for the period ended on such date. Since August 15, 2023, no event has occurred which would or could reasonably be expected to have a Material Adverse Effect.

(e) Taxes. Performance Guarantor has filed all United States federal tax returns and all other tax returns which are required to be filed and have paid all taxes due pursuant to said returns or pursuant to any assessment received by Performance Guarantor or any of its Subsidiaries, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided in accordance with generally accepted accounting principles and as to which no Adverse Claim exists. No tax liens have been filed and no claims are being asserted with respect to any such taxes which could reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of Performance Guarantor in respect of any taxes or other governmental charges are adequate.

(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 Guaranty, or (iii) the validity or enforceability of any of this Guaranty or the rights or remedies of Beneficiary hereunder. Performance Guarantor is not in default with respect to any order of any court, arbitrator or governmental body and does not have any material contingent obligations not provided for or disclosed in its filings with the Securities and Exchange Commission.

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Section 7. Financial Covenants. The Performance Guarantor shall at all times comply with Section 6.12 of the Second Amended and Restated Five-Year Credit Agreement (the “Credit Agreement”), entered into on June 27, 2019, by and among Performance Guarantor, JPMorgan Chase Bank, N.A., individually and as administrative agent, joint lead arranger and joint book manager, and the other financial institutions signatory thereto, without giving effect to any subsequent amendment, modification or waiver thereof (or any amendment or modification of any defined term in the Credit Agreement that would directly or indirectly change the covenants set forth in such Section 6.12), unless such amendment, modification or waiver is consented to in writing by the Agent, the Required Financial Institutions and all LC Banks (in each case, in their capacities as such under the Receivables Purchase Agreement).

For purposes of this Section 7, “Credit Agreement” means that certain Amended and Restated Five-Year Credit Agreement, dated as of June 16, 2016, by and among Performance Guarantor and certain Subsidiaries of the Performance Guarantor, as borrowers, each lender party hereto from time to time and JPMorgan Chase Bank, N.A. as Administrative Agent, Swingline Lender and LC Issuer.

Section 8. Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of Beneficiary, the Agent or any Purchaser against any Transaction Party, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, in equity or otherwise) to the claims of Beneficiary, the Agent and the Purchasers against each Transaction Party and all contractual, statutory, legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Transaction Party that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Transaction Party in respect of any liability of Performance Guarantor to such Transaction Party and (d) waives any benefit of and any right to participate in any collateral security which may be held by Beneficiaries, the Agent or the Purchasers. The payment of any amounts due with respect to any indebtedness of any Transaction Party now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Obligations, Performance Guarantor will not demand, sue for or otherwise attempt to collect any such indebtedness of any Transaction Party to Performance Guarantor until all of the 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 Beneficiary (and its assigns) and be paid over to Beneficiary (or its assigns) on account of the Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Guaranty. The provisions of this Section 8 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary under any separate subordination agreement which Beneficiary may at any time and from time to time enter into with Performance Guarantor.

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Section 9. Termination of Performance Guaranty. Performance Guarantor’s obligations hereunder shall continue in full force and effect until all Obligations are finally paid and satisfied in full and the Receivables Purchase Agreement is terminated; provided that this Guaranty 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 Obligations is rescinded or must otherwise be restored or returned upon the bankruptcy, insolvency, or reorganization of any Transaction Party or otherwise, as though such payment had not been made or other satisfaction occurred, whether or not Beneficiary (or its assigns) is in possession of this Guaranty. 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 Obligations shall impair, affect, be a defense to or claim against the obligations of Performance Guarantor under this Guaranty.

Section 10. Effect of Bankruptcy. This Performance Guaranty shall survive the insolvency of each Transaction Party and the commencement of any case or proceeding by or against any Transaction Party 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 Transaction Party or other federal, state or other applicable bankruptcy, insolvency or reorganization statutes to which any Transaction Party is subject shall postpone the obligations of Performance Guarantor under this Guaranty.

Section 11. Setoff. Regardless of the other means of obtaining payment of any of the Obligations, Beneficiary (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 Guaranty, whether or not Beneficiary (or any such assign) shall have made any demand under this Guaranty and although such Obligations may be contingent or unmatured.

Section 12. 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, Beneficiary receive a net sum equal to the sum which they would have received had no deduction or withholding been made.

Section 13. Further Assurances. Performance Guarantor agrees that it will from time to time, at the request of Beneficiary (or its assigns), provide information relating to the business and affairs of Performance Guarantor as Beneficiary may reasonably request. Performance Guarantor also agrees to do all such things and execute all such documents as Beneficiary (or its assigns) may reasonably consider necessary or desirable to give full effect to this Guaranty and to perfect and preserve the rights and powers of Beneficiary hereunder.

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Section 14. Successors and Assigns. This Performance Guaranty shall be binding upon Performance Guarantor, its successors and permitted assigns, and shall inure to the benefit of and be enforceable by Beneficiary and its successors and assigns (including the Agent for the benefit of the Purchasers). Performance Guarantor may not assign or transfer any of its obligations hereunder without the prior written consent of each of Beneficiary and the Agent. Without limiting the generality of the foregoing sentence, Beneficiary 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 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. Performance Guarantor acknowledges that the Beneficiary has collaterally assigned all of its right, title and interest under this Performance Guaranty to the Agent for the benefit of the Purchasers. The Agent is an intended third-party beneficiary of this Performance Guaranty, and this Performance Guaranty shall be directly enforceable by the Agent.

Section 15. Amendments and Waivers. No amendment or waiver of any provision of this Guaranty nor consent to any departure by Performance Guarantor therefrom shall be effective unless the same shall be in writing and signed by Beneficiary, the Agent and Performance Guarantor. No failure on the part of Beneficiary 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 16. 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 Beneficiary, at the address set forth beneath its signature hereto, or at such other addresses as each of Performance Guarantor or any Beneficiary 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 16.

Section 17. GOVERNING LAW. THIS GUARANTY SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 18. CONSENT TO JURISDICTION. EACH OF PERFORMANCE GUARANTOR AND BENEFICIARY HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY, THE AGREEMENTS OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION THEREWITH OR DELIVERED THEREUNDER AND EACH OF PERFORMANCE GUARANTOR AND BENEFICIARY 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.

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Section 19. 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 any Conduit or any Funding Source that is a special purpose bankruptcy remote entity, it will not institute against, or join any other Person in instituting against, any Conduit or any such entity 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 20. Miscellaneous. This Guaranty 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 Guaranty shall be in addition to any other guaranty of or collateral security for any of the Obligations. The provisions of this Guaranty 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 Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the amount of such liability shall, without any further action by Performance Guarantor or Beneficiary, 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 Guaranty 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 Guaranty.

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

CARDINAL HEALTH, INC.

Address:

7000 Cardinal Place

Dublin, OH 43017

Attn: Vice President— Corporate & Securities

Consented to as of the date first written above:

CARDINAL HEALTH 23 FUNDING, LLC

Address:

7000 Cardinal Place

Dublin, OH 43017

Attn: Vice President— Corporate & Securities

[Performance Guaranty]

MUFG BANK, LTD., as Agent

[Performance Guaranty]