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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2023
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number: 1-11373
Cardinal Health, Inc.
(Exact name of registrant as specified in its charter)
Ohio31-0958666
(State or other jurisdiction of
incorporation or organization)
(IRS Employer
Identification No.)
7000 Cardinal Place,Dublin,Ohio43017
(Address of principal executive offices)(Zip Code)
(614757-5000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common shares (without par value)CAHNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
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
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  
The number of the registrant’s common shares, without par value, outstanding as of October 31, 2023, was the following: 246,468,133.



Cardinal Health
Q1 Fiscal 2024 Form 10-Q
Table of Contents

About Cardinal Health
Cardinal Health, Inc., an Ohio corporation formed in 1979, is a global healthcare services and products company providing customized solutions for hospitals, healthcare systems, pharmacies, ambulatory surgery centers, clinical laboratories, physician offices and patients in the home. We provide pharmaceuticals and medical products and cost-effective solutions that enhance supply chain efficiency. We connect patients, providers, payers, pharmacists and manufacturers for integrated care coordination and better patient management. We manage our business and report our financial results in two segments: Pharmaceutical and Medical. As used in this report, “we,” “our,” “us,” and similar pronouns refer to Cardinal Health, Inc. and its majority-owned and consolidated subsidiaries, unless the context requires otherwise. Our fiscal year ends on June 30. References to fiscal 2024 and fiscal 2023 and to FY24 and FY23 are to the fiscal years ending or ended June 30, 2024 and June 30, 2023, respectively.
Forward-Looking Statements
This Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (this "Form 10-Q") (including information incorporated by reference) includes "forward-looking statements" addressing expectations, prospects, estimates and other matters that are dependent upon future events or developments. Many forward-looking statements appear in Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"), but there are others in this Form 10-Q, which may be identified by words such as "expect," "anticipate," "intend," "plan," "believe," "will," "should," "could," "would," "project," "continue," "likely," and similar expressions, and include statements reflecting future results or guidance, statements of outlook and expense accruals. These matters are subject to risks and uncertainties that could cause actual results to differ materially from those made, projected or implied. The most significant of these risks and uncertainties are described in this Form 10-Q, including Exhibit 99.1, and in "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (our “2023 Form 10-K”). Forward-looking statements in this Form 10-Q speak only as of the date of this document. Except to the extent required by applicable law, we undertake no obligation to update or revise any forward-looking statement.
Non-GAAP Financial Measures
In the "Overview of Consolidated Results" section of MD&A, we use financial measures that are derived from our consolidated financial data but are not presented in our condensed consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). These measures are considered "non-GAAP financial measures" under the Securities and Exchange Commission ("SEC") rules. The reasons we use these non-GAAP financial measures and the reconciliations to their most directly comparable GAAP financial measures are included in the “Explanation and Reconciliation of Non-GAAP Financial Measures” section following MD&A in this Form 10-Q.

 1
Cardinal Health | Q1 Fiscal 2024 Form 10-Q


MD&AOverview
Management's Discussion and Analysis of Financial Condition and Results of Operations
The discussion and analysis presented below is concerned with material changes in financial condition and results of operations, including amounts and certainty of cash flows from operations and from outside sources, between the periods specified in our condensed consolidated balance sheets at September 30, 2023 and June 30, 2023, and in our condensed consolidated statements of earnings and our condensed consolidated statements of cash flows for the three months ended September 30, 2023 and 2022. All comparisons presented are with respect to the prior-year period, unless stated otherwise. This discussion and analysis should be read in conjunction with the MD&A included in our 2023 Form 10-K.

 2
Cardinal Health | Q1 Fiscal 2024 Form 10-Q


MD&AOverview
Overview of Consolidated Results
Revenue
Revenue for the three months ended September 30, 2023 increased 10 percent to $54.8 billion due to branded and specialty pharmaceutical sales growth, largely from existing customers.

GAAP and Non-GAAP Operating Earnings/(Loss)
Three Months Ended September 30,
(in millions)20232022Change
GAAP operating earnings/(loss)
$(14)$137 N.M.
Shareholder cooperation agreement costs 
Restructuring and employee severance25 29 
Amortization and other acquisition-related costs64 71 
Impairments and (gain)/loss on disposal of assets, net537 153 
Litigation (recoveries)/charges, net(41)27 
Non-GAAP operating earnings$571 $423 35 %
The sum of the components and certain computations may reflect rounding adjustments.
We had a GAAP operating loss of $14 million during the three months ended September 30, 2023 and GAAP operating earnings of $137 million during the three months ended September 30, 2022, which included the impact of pre-tax goodwill impairment charges related to the Medical Segment of $581 million and $154 million, respectively. See "Critical Accounting Policies and Sensitive Accounting Estimates" section of this MD&A and Note 4 of the "Notes to Condensed Consolidated Financial Statements" for additional information related to goodwill impairment. During the three months ended September 30, 2023, the GAAP operating loss reflected favorable impacts from Pharmaceutical and Medical segment profit, a $53 million gain on the divestiture of the Outcomes™ business and net litigation recoveries.
Non-GAAP operating earnings increased 35 percent to $571 million during the three months ended September 30, 2023, primarily due to an increase in Pharmaceutical and Medical segment profit as described in the "Results of Operations" section of this MD&A.


Cardinal Health | Q1 Fiscal 2024 Form 10-Q
3



MD&AOverview
GAAP and Non-GAAP Diluted EPS
Three Months Ended September 30,
($ per share)
2023 (2)
2022 (2)
Change
GAAP diluted EPS (1)
$0.02 $0.40 N.M.
Shareholder cooperation agreement costs
 0.01 
Restructuring and employee severance0.07 0.08 
Amortization and other acquisition-related costs0.19 0.20 
Impairments and (gain)/loss on disposal of assets, net (3)
1.57 0.44 
Litigation (recoveries)/charges, net(0.12)0.07 
Non-GAAP diluted EPS (1)
$1.73 $1.20 44 %
The sum of the components and certain computations may reflect rounding adjustments.
(1) Diluted earnings per share attributable to Cardinal Health, Inc. ("diluted EPS").
(2) The reconciling items are presented within this table net of tax. See quantification of tax effect of each reconciling item in our GAAP to Non-GAAP Reconciliations in the "Explanation and Reconciliation of Non-GAAP Financial Measures."
(3) Impairments and (gain)/loss on disposals of assets, net includes a pre-tax goodwill impairment charge of $581 million related to the Medical segment recorded during the three months ended September 30, 2023. For fiscal 2024, the estimated net tax benefit related to this impairment charge is $45 million and is included in the annual effective tax rate. As a result, the amount of tax benefit for three months ended September 30, 2023 increased approximately by an incremental $99 million and is expected to increase the provision for income taxes during the remainder of the fiscal year.
During the three months ended September 30, 2022, impairments and (gain)/loss on disposal of assets, net included a pre-tax impairment charge of $154 million related to the Medical segment. For fiscal 2023, the estimated net tax benefit related to the impairment was $12 million and was included in the annual effective tax rate. As a result, the amount of tax benefit for the three months ended September 30, 2022 increased approximately by an incremental $22 million and increased the provision for income taxes during the remainder of fiscal 2023.
During the three months ended September 30, 2023, GAAP diluted EPS decreased due to the factors impacting GAAP operating earnings/(loss) discussed above. The goodwill impairment charges related to the Medical segment had $(1.74) and $(0.44) per share after-tax impacts on GAAP diluted EPS during the three months ended September 30, 2023 and 2022, respectively. See "Critical Accounting Policies and Sensitive Accounting Estimates" section of this MD&A and Note 4 and Note 7 of the "Notes to Condensed Consolidated Financial Statements" for additional detail.
During the three months ended September 30, 2023, non-GAAP diluted EPS increased 44 percent to $1.73 due to the factors impacting non-GAAP operating earnings discussed above and a lower share count as a result of share repurchases, partially offset by unfavorable changes in discrete tax items.

Cash and Equivalents
Our cash and equivalents balance was $3.9 billion at September 30, 2023 compared to $4.0 billion at June 30, 2023. During the three months ended September 30, 2023, net cash provided by operating activities was $545 million, which includes the impact of our annual payment of $378 million related to the April 2022 agreement to settle the vast majority of the opioid lawsuits filed by states and local governmental entities (the "National Opioid Settlement Agreement"). In addition, we deployed cash of $500 million for share repurchases and $92 million for capital expenditures.




 4
Cardinal Health | Q1 Fiscal 2024 Form 10-Q


MD&AOverview
Significant Developments in Fiscal 2024 and Trends
Pharmaceutical Segment
COVID-19 Vaccine Distribution
Pharmaceutical segment profit was favorably impacted during the three months ended September 30, 2023 on a year-over-year basis in part due to the company beginning to distribute the recently commercially available COVID-19 vaccines following U.S. Food and Drug Administration approval of updated vaccines in September 2023. We expect seasonal benefits from COVID-19 vaccine distribution to continue into the second quarter of fiscal 2024. The ultimate timing, magnitude and profit impact of vaccine distribution volume remains uncertain during fiscal 2024 and beyond.
Generics Program
The performance of our Pharmaceutical segment generics program positively impacted the year-over-year comparison of Pharmaceutical segment profit during the three months ended September 30, 2023. The Pharmaceutical segment generics program includes, among other things, the impact of generic pharmaceutical product launches, customer volumes, pricing changes, the Red Oak Sourcing, LLC venture ("Red Oak Sourcing") with CVS Health Corporation ("CVS Health") and generic pharmaceutical contract manufacturing and sourcing costs.
The frequency, timing, magnitude and profit impact of generic pharmaceutical customer volumes, pricing changes, customer contract renewals, generic pharmaceutical manufacturer pricing changes and generic pharmaceutical contract manufacturing and sourcing costs all impact Pharmaceutical segment profit and are subject to risks and uncertainties. These risks and uncertainties may impact Pharmaceutical segment profit and consolidated operating earnings during the remainder of fiscal 2024.

Medical Segment
Inflationary Impacts
Beginning in fiscal 2022, Medical segment profit was negatively affected by inflationary impacts, primarily related to transportation (including ocean and domestic freight), commodities, labor and global supply chain constraints. Since that time, we have taken actions to partially mitigate these impacts, including implementing certain price increases and evolving our pricing and commercial contracting processes to provide us with greater pricing flexibility. In addition, decreases in some product-related costs have been recognized as the higher-cost inventory moved through our supply chain and was replaced by lower cost inventory. These net inflationary impacts negatively affected Medical segment profit during fiscal 2023, however, the net inflationary impacts were less significant during the three months ended September 30, 2023 and had a favorable impact on Medical segment profit on a year-over-year basis.
We expect these net inflationary impacts to continue to affect Medical segment profit during the remainder of fiscal 2024, but to a significantly lesser extent than in fiscal 2023 and prior periods, due to our mitigation actions, together with continued decreases in certain product-related costs. However, these inflationary costs are difficult to predict and may be greater than we expect or continue longer than our current expectations. Our actions to increase prices and evolve our contracting strategies are subject to contingencies and uncertainties and it is possible that our results of operations will be adversely impacted to a greater extent than we currently anticipate or that we may not be able to mitigate the negative impact to the extent or on the timeline we anticipate.
Volumes within Products and Distribution
Medical segment profit was adversely impacted during fiscal 2023 in part due to lower volumes within products and distribution, which includes our Cardinal Health branded medical products. We expect Cardinal Health branded medical products sales growth in fiscal 2024 and beyond. The timing, magnitude and profit impact of this anticipated sales growth is subject to risks and uncertainties, which may impact Medical segment profit.
Medical Unit Goodwill
Due to an increase in the risk-free interest rate, we performed interim goodwill impairment testing for the Medical operating segment (excluding our Cardinal Health at-Home Solutions division) (“Medical Unit”) during the three months ended September 30, 2023. This testing resulted in a pre-tax charge of $581 million which was included in impairments and (gain)/loss on disposal of assets, net in our condensed consolidated statements of earnings. See "Critical Accounting Policies and Sensitive Accounting Estimates" section of this MD&A and Note 4 of the "Notes to Condensed Consolidated Financial Statements" for additional detail. Adverse changes in key assumptions or a significant change in industry or economic trends during the remainder of fiscal 2024 and beyond could result in additional goodwill impairment.

Cardinal Health | Q1 Fiscal 2024 Form 10-Q
5



MD&AOverview
Shareholder Cooperation Agreement
In September 2022, we entered into a Cooperation Agreement (the "Cooperation Agreement") with Elliott Associates, L.P. and Elliott International, L.P.(together, "Elliott") under which our Board of Directors (the "Board"), among other things, (1) appointed four new independent directors, including a representative from Elliott, and (2) formed an advisory Business Review Committee of the Board, which is tasked with undertaking a comprehensive review of our strategy, portfolio, capital-allocation framework and operations. In May 2023, we extended the term of the Cooperation Agreement until the later of July 15, 2024 or until Elliott's representative ceases to serve on, or resigns from, the Board. In connection with this extension, the Board extended the term of the Business Review Committee until July 15, 2024.
The evaluation and implementation of any actions recommended by the Business Review Committee and the Board have impacted and may continue to impact our business, financial position and results of operations during the remainder of fiscal 2024 and beyond. We have incurred, and may incur additional legal, consulting and other expenses related to the Cooperation Agreement and the activities of the Business Review Committee.

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Cardinal Health | Q1 Fiscal 2024 Form 10-Q


MD&AResults of Operations
Results of Operations
Revenue
3637
Three Months Ended September 30,
(in millions)20232022Change
Pharmaceutical$51,006 $45,828 11 %
Medical3,760 3,778  %
Total segment revenue54,766 49,606 10 %
Corporate(3)(3)N.M.
Total revenue$54,763 $49,603 10 %

Pharmaceutical Segment
Pharmaceutical segment revenue increased during the three months ended September 30, 2023 due to branded and specialty pharmaceutical sales growth, which increased revenue by $5.2 billion, largely from existing customers.
Medical Segment
Medical segment revenue was relatively flat during the three months ended September 30, 2023. The adverse impact of personal protective equipment ("PPE") volumes and pricing was mostly offset by sales growth in at-Home Solutions and the effect of price increases to partially mitigate inflationary impacts. PPE volumes and pricing includes the impact from the prior year exit of our non-healthcare gloves portfolio in connection with our simplification strategy.

Cost of Products Sold
Cost of products sold increased 10 percent to $53.0 billion due to the factors affecting the changes in revenue and gross margin.







Cardinal Health | Q1 Fiscal 2024 Form 10-Q
7



MD&AResults of Operations
Gross Margin
857858
Three Months Ended September 30,
(in millions)20232022Change
Gross margin$1,768 $1,614 10 %
Gross margin increased during the three months ended September 30, 2023 primarily due to the beneficial comparison to the prior-year net inflationary impacts in the Medical segment, increased contribution from branded pharmaceutical and specialty pharmaceutical products, which includes the favorable impact from COVID-19 vaccine distribution, and the performance of our generics program in the Pharmaceutical segment.
Gross margin rate was relatively flat during the three months ended September 30, 2023 with the impact of unfavorable changes in overall product mix mostly offset by the performance of our generics program in the Pharmaceutical segment and the beneficial comparison to the prior-year net inflationary impacts in the Medical segment. The changes in overall product mix were primarily driven by increased pharmaceutical distribution branded sales, which have a dilutive impact on our overall gross margin rate.

Distribution, Selling, General, and Administrative ("SG&A") Expenses
Three Months Ended September 30,
(in millions)20232022Change
SG&A expenses$1,197 $1,197  %

During the three months ended September 30, 2023, SG&A expenses were flat with higher costs to support sales growth offset by the beneficial impact of enterprise-wide cost-savings measures.




 8
Cardinal Health | Q1 Fiscal 2024 Form 10-Q


MD&AResults of Operations
Segment Profit
We evaluate segment performance based on segment profit, among other measures. See Note 12 of the "Notes to Condensed Consolidated Financial Statements" for additional information on segment profit.

Three Months Ended September 30,
(in millions)20232022Change
Pharmaceutical$507 $431 18 %
Medical71 (8)N.M.
Total segment profit578 423 37 %
Corporate(592)(286)N.M.
Total consolidated operating earnings/(loss)
$(14)$137 N.M.
Pharmaceutical Segment Profit
Pharmaceutical segment profit increased during the three months ended September 30, 2023, primarily due to increased contribution from branded pharmaceutical and specialty pharmaceutical products, which includes the favorable impact from COVID-19 vaccine distribution, and the performance of our generics program.
Medical Segment Profit
Medical segment profit increased during the three months ended September 30, 2023 due to the beneficial comparison to the prior-year net inflationary impacts, including the effects of mitigation actions.
Corporate
The changes in Corporate during the three months ended September 30, 2023 are due to the factors discussed in the "Other Components of Consolidated Operating Earnings/(Loss)" section that follows.


Cardinal Health | Q1 Fiscal 2024 Form 10-Q
9



MD&AResults of Operations
Other Components of Consolidated Operating Earnings/(Loss)
In addition to revenue, gross margin, and SG&A expenses discussed previously, consolidated operating earnings/(loss) were impacted by the following:
Three Months Ended September 30,
(in millions)20232022
Restructuring and employee severance$25 $29 
Amortization and other acquisition-related costs64 71 
Impairments and (gain)/loss on disposal of assets, net537 153 
Litigation (recoveries)/charges, net(41)27 
Restructuring and Employee Severance
During the three months ended September 30, 2023, restructuring and employee severance costs were primarily related to certain projects resulting from reviews of our strategy, portfolio, capital-allocation framework and operations and the implementation of certain enterprise-wide cost-savings measures. During the three months ended September 30, 2022, restructuring and employee severance costs were primarily related to the implementation of certain enterprise-wide cost-savings measures.
Amortization and Other Acquisition-Related Costs
Amortization of acquisition-related intangible assets was $64 million and $71 million for the three months ended September 30, 2023 and 2022, respectively.
Impairments and (Gain)/Loss on Disposal of Assets, Net
During the three months ended September 30, 2023 and 2022, we recognized $581 million and $154 million pre-tax non-cash goodwill impairment charges, respectively, related to the Medical segment, as discussed further in the "Critical Accounting Policies and Sensitive Accounting Estimates" section of this MD&A and Note 4 of the "Notes to Condensed Consolidated Financial Statements."
During the three months ended September 30, 2023, we recognized a pre-tax gain of $53 million related to the divestiture of the Outcomes™ business. See Note 2 of the "Notes to Condensed Consolidated Financial Statements" for additional information.
Litigation (Recoveries)/Charges, Net
During the three months ended September 30, 2023, we recognized income for net recoveries in class action antitrust lawsuits in which we were a class member or plaintiff of $41 million.
During the three months ended September 30, 2022, we recognized $21 million of estimated losses and legal defense costs associated with the inferior vena cava ("IVC") filter product liability claims. See Note 6 of the "Notes to Condensed Consolidated Financial Statements" for additional information.
Earnings Before Income Taxes
In addition to the items discussed above, earnings before income taxes was impacted by the following:
Three Months Ended September 30,
(in millions)20232022Change
Other (income)/expense, net$(2)$N.M.
Interest expense, net14 25 (44)%

Interest Expense, Net
During the three months ended September 30, 2023, interest expense, net, decreased by 44 percent primarily due to increased interest income from cash and equivalents.



 10
Cardinal Health | Q1 Fiscal 2024 Form 10-Q


MD&AResults of Operations
Provision for/(Benefit from) Income Taxes
During the three months ended September 30, 2023 and 2022, the effective tax rate was 122.5 percent and (0.7) percent, respectively. The increase in the effective tax rate for the three months ended September 30, 2023 compared to the prior-year period was primarily due to the tax effect of the goodwill impairment charge as well as certain other discrete items. See Note 7 of the “Notes to Condensed Consolidated Financial Statements” for additional information.
Tax Effects of Goodwill Impairment Charge
During the three months ended September 30, 2023, we recognized a $581 million pre-tax charge for goodwill impairment related to the Medical Unit. The net tax benefit related to this charge is $45 million for fiscal 2024.
Unless an item is considered discrete because it is unusual or infrequent, the tax impact of the item is included in our estimated annual effective tax rate. When items are recognized through our estimated annual effective tax rate, we apply our estimated annual effective tax rate to the earnings before income taxes for the year-to-date period to compute our benefit from income taxes for the current quarter and year-to-date period. The tax impacts of discrete items are recognized in their entirety in the period in which they occur.
The tax effect of the goodwill impairment charge during the three months ended September 30, 2023 was included in our estimated annual effective tax rate because it was not considered unusual or infrequent, given that we recorded goodwill impairment in prior fiscal years. The impact of the non-deductible goodwill increased the estimated annual effective tax rate for fiscal 2024. Applying the higher tax rate to pre-tax loss for the three months ended September 30, 2023 resulted in recognizing an incremental interim tax benefit of approximately $99 million, which impacted the benefit from income taxes in the condensed consolidated statements of earnings during the three months ended September 30, 2023 and prepaid expenses and other assets in the condensed consolidated balance sheets at September 30, 2023. This interim tax benefit will reverse in future quarters of fiscal 2024.



Cardinal Health | Q1 Fiscal 2024 Form 10-Q
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MD&ALiquidity and Capital Resources
Liquidity and Capital Resources
We currently believe that, based on available capital resources and projected operating cash flow, we have adequate capital resources to fund our operations and expected future cash needs as described below. If we decide to engage in one or more acquisitions, depending on the size and timing of such transactions, we may need to access capital markets for additional financing.
Cash and Equivalents
Our cash and equivalents balance was $3.9 billion at September 30, 2023 compared to $4.0 billion at June 30, 2023. During the three months ended September 30, 2023, net cash provided by operating activities was $545 million, which includes the impact of our annual payment of $378 million related to the National Opioid Settlement Agreement. In addition, we deployed cash of $500 million for share repurchases and $92 million for capital expenditures.
At September 30, 2023, our cash and equivalents were held in cash depository accounts with major banks or invested in high quality, short-term liquid investments.
Changes in working capital, which impact operating cash flow, can vary significantly depending on factors such as the timing of customer payments, inventory purchases, payments to vendors and tax payments in the regular course of business, as well as fluctuating working capital needs driven by customer and product mix.
The cash and equivalents balance at September 30, 2023 included $558 million of cash held by subsidiaries outside of the United States.
Other Financing Arrangements and Financial Instruments
Credit Facilities and Commercial Paper
In addition to cash and equivalents and operating cash flow, other sources of liquidity at September 30, 2023 include a $2.0 billion commercial paper program, backed by a $2.0 billion revolving credit facility. We also have a $1.0 billion committed receivables sales facility. At September 30, 2023, we had no amounts outstanding under our commercial paper program, revolving credit facility or our committed receivables sales facility.
In February 2023, we extended our $2.0 billion revolving credit facility through February 25, 2028. In September 2022, we renewed our committed receivables sales facility program through Cardinal Health Funding, LLC through September 30, 2025. In September 2023, Cardinal Health 23 Funding, LLC was added as a seller under our committed receivables sales facility. Our revolving credit and committed receivables sales facilities require us to maintain a consolidated net leverage ratio of no more than 3.75-to-1. As of September 30, 2023, we were in compliance with this financial covenant.
Long-Term Debt
We had total long-term obligations, including the current portion and other short-term borrowings, of $4.7 billion at both September 30, 2023 and June 30, 2023.







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Cardinal Health | Q1 Fiscal 2024 Form 10-Q


MD&ALiquidity and Capital Resources
Capital Deployment
Opioid Litigation Settlements
We had $5.45 billion accrued at September 30, 2023 related to certain opioid litigation settlements, as further described within Note 6 of the "Notes to Condensed Consolidated Financial Statements." We expect the majority of the payment amounts to occur through 2038. During the three months ended September 30, 2023, we made our third annual payment of $378 million under the National Opioid Settlement Agreement. The amounts of these future payments may differ from the payments that we have already made.
Capital Expenditures
Capital expenditures during the three months ended September 30, 2023 and 2022 were $92 million and $70 million, respectively.
Dividends
On each of May 11, 2023 and August 9, 2023, our Board of Directors approved a quarterly dividend of $0.5006 per share, or $2.00 per share on an annualized basis, which were paid on July 15, 2023 and October 15, 2023 to shareholders of record on July 3, 2023 and October 3, 2023, respectively.
Share Repurchases
During the three months ended September 30, 2023, we deployed $500 million for repurchases of our common shares under an accelerated share repurchase ("ASR") program. We funded the repurchases with available cash. An ASR program initiated in the first quarter of fiscal 2024 concluded in the second quarter of fiscal 2024, which reduced the amount remaining under our existing share repurchase authorization to approximately $3.7 billion. See Note 10 of the "Notes to Condensed Consolidated Financial Statements" for additional information.



Cardinal Health | Q1 Fiscal 2024 Form 10-Q
13



MD&AOther Items

Other Items
The MD&A in our 2023 Form 10-K addresses our contractual obligations and cash requirements, as of and for the fiscal year ended June 30, 2023. There have been no subsequent material changes outside the ordinary course of business to those items.
Critical Accounting Policies and Sensitive Accounting Estimates
The discussion and analysis presented below are supplemental disclosures to the critical accounting policies and sensitive accounting estimates specified in our consolidated balance sheet at June 30, 2023. This discussion and analysis should be read in conjunction with the Critical Accounting Policies and Sensitive Accounting Estimates included in our 2023 Form 10-K.
Critical accounting policies are those accounting policies that (i) can have a significant impact on our financial condition and results of operations and (ii) require the use of complex and subjective estimates based upon past experience and management’s judgment. Other people applying reasonable judgment to the same facts and circumstances could develop different estimates. Because estimates are inherently uncertain, actual results may differ, including due to the risks discussed in "Risk Factors" and other risks discussed in our 2023 Form 10-K and our other filings with the SEC since June 30, 2023.
Goodwill
Purchased goodwill is tested for impairment annually or when indicators of impairment exist. Goodwill impairment testing involves a comparison of the estimated fair value of reporting units to the respective carrying amount, which may be performed utilizing either a qualitative or quantitative assessment. Qualitative factors are first assessed to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If it is determined that it is more likely than not that the fair value does not exceed the carrying amount, then a quantitative test is performed. The quantitative goodwill impairment test involves a comparison of the estimated fair value of the reporting unit to the respective carrying amount. A reporting unit is defined as an operating segment or one level below an operating segment (also known as a component).
Our reporting units are: Pharmaceutical operating segment (excluding our Nuclear and Precision Health Solutions division); Nuclear and Precision Health Solutions division; Medical operating segment (excluding our Cardinal Health at-Home Solutions division) (“Medical Unit”); and Cardinal Health at-Home Solutions division.
Goodwill impairment testing involves judgment, including the identification of reporting units, qualitative evaluation of events and circumstances to determine if it is more likely than not that an impairment exists, and, if necessary, the estimation of the fair value of the applicable reporting unit. Our qualitative evaluation considers the weight of evidence and significance of all identified events and circumstances and most relevant drivers of fair value, both positive and negative, in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
Medical Unit Goodwill
Due to an increase in the risk-free interest rate during the three months ended September 30, 2023, we elected to bypass the qualitative assessment and perform quantitative goodwill impairment testing for the Medical Unit. Our determination of the
estimated fair value of the Medical Unit is based on a combination of the income-based approach (using a discount rate of 11 percent and a terminal growth rate of 2 percent), and market-based approaches. Additionally, we assigned a weighting of 80 percent to the discounted cash flow method, 10 percent to the guideline public company method, and 10 percent to the guideline transaction method. The carrying amount exceeded the fair value, which resulted in a pre-tax impairment charge of $581 million for the Medical Unit, which was recognized during the three months ended September 30, 2023 and is included in impairments and (gain)/loss on disposal of assets, net in our condensed consolidated statements of earnings. This impairment charge was driven by an increase of 1 percent in the discount rate primarily due to an increase in the risk-free interest rate. The discount rate used for the interim goodwill impairment testing at June 30, 2023 was 10 percent. The carrying value of the Medical Unit at September 30, 2023 after recognizing the impairment charge was $5.3 billion, of which $141 million was goodwill. See Note 4 of the "Notes to Condensed Consolidated Financial Statements" for further discussion.
While we consider the assumptions used in our determination of the estimated fair value of the Medical Unit to be reasonable and appropriate, they are complex and subjective, and additional adverse changes in one key assumption or a combination of key assumptions during fiscal 2024 may significantly affect future estimates. These assumptions include, among other things, a failure to meet expected earnings or other financial plans, including the execution of key initiatives related to optimizing and growing sales of Cardinal Health branded medical products, increasing growth in certain strategic divisions within our Medical segment, and driving simplification efforts and cost optimization projects, or unanticipated events and circumstances, such as changes in assumptions about the duration and magnitude of increased supply chain and commodities costs and our planned efforts to mitigate such impact, including price increases or surcharges; further disruptions in the supply chain; manufacturing cost

Cardinal Health | Q1 Fiscal 2024 Form 10-Q
14



MD&AOther Items

inefficiencies resulting from lower than anticipated sales volume, an increase in the discount rate; a decrease in the terminal growth rate; increases in tax rates; or a significant change in industry or economic trends.
Adverse changes in key assumptions may result in a decline in fair value below the carrying value in the future and therefore, an impairment of our Medical Unit goodwill in future periods, which could adversely affect our results of operations. For example, if we were to increase the discount rate by a hypothetical 0.5 percent to 11.5 percent or decrease the terminal growth rate by a hypothetical 1.75 percent to 0.25 percent, the fair value for the Medical Unit would have further decreased by approximately $200 million. Additionally, a hypothetical 25 basis point decrease in long-term gross margin rates, which could be impacted by changes in Cardinal Health branded medical product sales growth rate assumptions, would have further decreased the fair value for the Medical Unit by approximately $200 million.




Cardinal Health | Q1 Fiscal 2024 Form 10-Q
15



Explanation and Reconciliation of Non-GAAP Financial Measures
Explanation and Reconciliation of Non-GAAP Financial Measures
The "Overview of Consolidated Results" section within MD&A in this Form 10-Q contains financial measures that are not calculated in accordance with GAAP.

In addition to analyzing our business based on financial information prepared in accordance with GAAP, we use these non-GAAP financial measures internally to evaluate our performance, engage in financial and operational planning, and determine incentive compensation because we believe that these measures provide additional perspective on and, in some circumstances are more closely correlated to, the performance of our underlying, ongoing business. We provide these non-GAAP financial measures to investors as supplemental metrics to assist readers in assessing the effects of items and events on our financial and operating results on a year-over-year basis and in comparing our performance to that of our competitors. However, the non-GAAP financial measures that we use may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. The non-GAAP financial measures disclosed by us should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements set forth below should be carefully evaluated.
Exclusions from Non-GAAP Financial Measures
Management believes it is useful to exclude the following items from the non-GAAP measures presented in this report for its own and for investors’ assessment of the business for the reasons identified below:
LIFO charges and credits are excluded because the factors that drive last-in first-out ("LIFO") inventory charges or credits, such as pharmaceutical manufacturer price appreciation or deflation and year-end inventory levels (which can be meaningfully influenced by customer buying behavior immediately preceding our fiscal year-end), are largely out of our control and cannot be accurately predicted. The exclusion of LIFO charges and credits from non-GAAP metrics facilitates comparison of our current financial results to our historical financial results and to our peer group companies’ financial results. We did not recognize any LIFO charges or credits during the periods presented.
State opioid assessments related to prior fiscal years is the portion of state assessments for prescription opioid medications that were sold or distributed in periods prior to the period in which the expense is incurred. This portion is excluded from non-GAAP financial measures because it is retrospectively applied to sales in prior fiscal years and inclusion would obscure analysis of the current fiscal year results of our underlying, ongoing business. Additionally, while states' laws may require us to make payments on an ongoing basis, the portion of the assessment related to sales in prior periods are contemplated to be one-time, nonrecurring items. Income from state opioid assessments related to prior fiscal years represents reversals of accruals due to changes in estimates or when the underlying assessments were invalidated by a Court or reimbursed by manufacturers.
Shareholder cooperation agreement costs includes costs such as legal, consulting and other expenses incurred in relation to the agreement (the "Cooperation Agreement") entered into among Elliott Associates, L.P., Elliott International, L.P. (together, "Elliott") and Cardinal Health, including costs incurred to negotiate and finalize the Cooperation Agreement and costs incurred by the Business Review Committee of the Board of Directors, which was formed under this Cooperation Agreement. We have excluded these costs from our non-GAAP metrics because they do not occur in or reflect the ordinary course of our ongoing business operations and may obscure analysis of trends and financial performance.
Restructuring and employee severance costs are excluded because they are not part of the ongoing operations of our underlying business and include, but are not limited to, costs related to divestitures, closing and consolidating facilities, changing the way we manufacture or distribute our products, moving manufacturing of a product to another location, changes in production or business process outsourcing or insourcing, employee severance and realigning operations.
Amortization and other acquisition-related costs, which include transaction costs, integration costs, and changes in the fair value of contingent consideration obligations, are excluded because they are not part of the ongoing operations of our underlying business and to facilitate comparison of our current financial results to our historical financial results and to our peer group companies' financial results. Additionally, costs for amortization of acquisition-related intangible assets are non-cash amounts, which are variable in amount and frequency and are significantly impacted by the timing and size of acquisitions, so their exclusion facilitates comparison of historical, current and forecasted financial results. We also exclude other acquisition-related costs, which are directly related to an acquisition but do not meet the criteria to be recognized on the acquired entity’s initial

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Cardinal Health | Q1 Fiscal 2024 Form 10-Q


Explanation and Reconciliation of Non-GAAP Financial Measures
balance sheet as part of the purchase price allocation. These costs are also significantly impacted by the timing, complexity and size of acquisitions.
Impairments and gain or loss on disposal of assets, net are excluded because they do not occur in or reflect the ordinary course of our ongoing business operations and are inherently unpredictable in timing and amount, and in the case of impairments, are non-cash amounts, so their exclusion facilitates comparison of historical, current and forecasted financial results.
Litigation recoveries or charges, net are excluded because they often relate to events that may have occurred in prior or multiple periods, do not occur in or reflect the ordinary course of our business and are inherently unpredictable in timing and amount.
Loss on early extinguishment of debt is excluded because it does not typically occur in the normal course of business and may obscure analysis of trends and financial performance. Additionally, the amount and frequency of this type of charge is not consistent and is significantly impacted by the timing and size of debt extinguishment transactions.

The tax effect for each of the items listed above is determined using the tax rate and other tax attributes applicable to the item and the jurisdiction(s) in which the item is recorded. The gross, tax and net impact of each item are presented with our GAAP to non-GAAP reconciliations.
Definitions
Growth rate calculation: growth rates in this report are determined by dividing the difference between current-period results and prior-period results by prior-period results.
Non-GAAP operating earnings: operating earnings/(loss) excluding (1) LIFO charges/(credits), (2) state opioid assessment related to prior fiscal years, (3) shareholder cooperation agreement costs, (4) restructuring and employee severance, (5) amortization and other acquisition-related costs, (6) impairments and (gain)/loss on disposal of assets, net, and (7) litigation (recoveries)/charges, net.
Non-GAAP earnings before income taxes: earnings/(loss) before income taxes excluding (1) LIFO charges/(credits), (2) state opioid assessment related to prior fiscal years, (3) shareholder cooperation agreement costs, (4) restructuring and employee severance, (5) amortization and other acquisition-related costs, (6) impairments and (gain)/loss on disposal of assets, net, (7) litigation (recoveries)/charges, net and (8) loss on early extinguishment of debt.
Non-GAAP net earnings attributable to Cardinal Health, Inc.: net earnings attributable to Cardinal Health, Inc. excluding (1) LIFO charges/(credits), (2) state opioid assessment related to prior fiscal years, (3) shareholder cooperation agreement costs, (4) restructuring and employee severance, (5) amortization and other acquisition-related costs, (6) impairments and (gain)/loss on disposal of assets, net, (7) litigation (recoveries)/charges, net and (8) loss on early extinguishment of debt.
Non-GAAP effective tax rate: provision for/(benefit from) income taxes adjusted for the tax impacts of (1) LIFO charges/(credits), (2) state opioid assessment related to prior fiscal years, (3) shareholder cooperation agreement costs, (4) restructuring and employee severance, (5) amortization and other acquisition-related costs, (6) impairments and (gain)/loss on disposal of assets, net, (7) litigation (recoveries)/charges, net and (8) loss on early extinguishment of debt divided by (earnings before income taxes adjusted for the eight items above).
Non-GAAP diluted earnings per share attributable to Cardinal Health, Inc.: non-GAAP net earnings attributable to Cardinal Health, Inc. divided by diluted weighted-average shares outstanding.

Cardinal Health | Q1 Fiscal 2024 Form 10-Q
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Explanation and Reconciliation of Non-GAAP Financial Measures
GAAP to Non-GAAP Reconciliations
Operating Earnings/ (Loss)
Operating Earnings Growth Rate
Earnings/ (Loss) Before Income Taxes
Provision for/(Benefit from) Income Taxes
Net Earnings1
Net Earnings1 Growth Rate
Diluted EPS1
Diluted EPS1
 Growth Rate
(in millions, except per common share amounts)
Three Months Ended September 30, 2023
GAAP$(14)N.M.$(26)$(32)$5 N.M.$0.02 N.M.
Restructuring and employee severance25 25 7 18 0.07 
Amortization and other acquisition-related costs64 64 17 47 0.19 
Impairments and (gain)/loss on disposal of assets, net2
537 537 146 391 1.57 
Litigation (recoveries)/charges, net (41)(41)(12)(29)(0.12)
Non-GAAP$571 35 %$560 $126 $433 32 %$1.73 44 %
Three Months Ended September 30, 2022
GAAP$137 (67)%$110 $(1)$110 (59)%$0.40 (57)%
Shareholder cooperation agreement costs0.01 
Restructuring and employee severance29 29 22 0.08 
Amortization and other acquisition-related costs71 71 18 53 0.20 
Impairments and (gain)/loss on disposal of assets, net2
153 153 34 119 0.44 
Litigation (recoveries)/charges, net27 27 20 0.07 
Non-GAAP$423 (20)%$396 $67 $328 (12)%$1.20 (7)%
1    Attributable to Cardinal Health, Inc.
2    For the three months ended September 30, 2023 and 2022, impairments and (gain)/loss on disposals of assets, net includes pre-tax goodwill impairment charges of $581 million and $154 million, respectively, related to the Medical segment. For fiscal 2024 and 2023, the net tax benefits related to these impairment charges were $45 million and $12 million, respectively, and were included in the annual effective tax rate. As a result, the tax benefits for the three months ended September 30, 2023 and 2022 increased approximately by an incremental $99 million and $22 million, respectively, and will increase the provision for income taxes during the remainder of fiscal 2024 and 2023, respectively.

The sum of the components and certain computations may reflect rounding adjustments.
We apply varying tax rates depending on the item's nature and tax jurisdiction where it is incurred.






 18
Cardinal Health | Q1 Fiscal 2024 Form 10-Q


Other

Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in the quantitative and qualitative market risk disclosures included in our 2023 Form 10-K since the end of fiscal 2023 through September 30, 2023.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We evaluated, with the participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")) as of September 30, 2023. Based on this evaluation, our principal executive officer and principal financial officer have concluded that as of September 30, 2023, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Cardinal Health | Q1 Fiscal 2024 Form 10-Q
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Other
Legal Proceedings
The legal proceedings described in Note 6 of the "Notes to Condensed Consolidated Financial Statements" are incorporated in this "Legal Proceedings" section by reference.
Risk Factors
You should carefully consider the information in this Form 10-Q and the risk factors discussed in "Risk Factors" and other risks discussed in our 2023 Form 10-K and our filings with the SEC since June 30, 2023. These risks could materially and adversely affect our results of operations, financial condition, liquidity, and cash flows. Our business also could be affected by risks that we are not presently aware of or that we currently consider immaterial to our operations.
Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
Issuer Purchases of Equity Securities
PeriodTotal Number
of Shares
Purchased (1)
Average Price Paid per Share (2,3)Total Number of Shares
Purchased
as Part of Publicly Announced Programs (2,3,4)
Approximate
Dollar Value of
Shares That May
Yet be Purchased
Under the Program (4)
(in millions)
July 2023123 $93.72 — $4,343 
Aug 20235,314,608 94.10 5,313,596 3,843 
Sept 2023135 87.67 — 3,843 
Total5,314,866 $94.10 5,313,596 $3,843 
(1)Reflects 123, 1,012 and 135 common shares purchased in July, August and September 2023, respectively, through a rabbi trust as investments of participants in our Deferred Compensation Plan.
(2)On August 16, 2023, we entered into an ASR program to purchase common shares for an aggregate purchase price of $500 million and received an initial delivery of 4.4 million common shares using a reference price of $90.57. The ASR program concluded on October 31, 2023 at a volume weighted average price per common share of $88.22 resulting in a final delivery of 1.3 million common shares. See Note 10 of the "Notes to Condensed Consolidated Financial Statements" for additional information.
(3)On June 12, 2023, we entered into an ASR program to purchase common shares for an aggregate purchase price of $500 million and received an initial delivery of 4.6 million common shares using a reference price of $87.18. The ASR program concluded on August 16, 2023 at a volume weighted average price per common share of $91.15 resulting in a final delivery of 0.9 million common shares. See Note 10 of the "Notes to Condensed Consolidated Financial Statements" for additional information.
(4)On November 4, 2021, our Board of Directors approved a $3.0 billion share repurchase program, which will expire on December 31, 2024. On June 7, 2023, our Board of Directors approved a new $3.5 billion share repurchase program, which will expire on December 31, 2027. As of September 30, 2023, we had $3.8 billion authorized for share repurchases remaining under these programs.
Other Information
Rule 10b5-1 Plan Adoptions and Modifications
During the three months ended September 30, 2023, Deborah L. Weitzman, Chief Executive Officer, Pharmaceutical Segment, adopted a Rule 10b5-1 sales plan. Adopted on August 28, 2023, Ms. Weitzman's plan provides for the sale of up to 9,000 common shares and the exercise of vested stock options and the associated sale of up to 27,642 common shares through November 15, 2024. The plan was adopted during an open trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and our policies regarding insider transactions. Except for the adoption of Ms. Weitzman’s plan, no other director or officer adopted, modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule10b5-1 trading arrangement" as each term is defined in Section 408(a) of Regulation S-K under the Exchange Act.





Cardinal Health | Q1 Fiscal 2024 Form 10-Q
20



Financial Statements
Condensed Consolidated Statements of Earnings
(Unaudited)
Three Months Ended September 30,
(in millions, except per common share amounts)20232022
Revenue$54,763 $49,603 
Cost of products sold52,995 47,989 
Gross margin1,768 1,614 
Operating expenses:
Distribution, selling, general and administrative expenses1,197 1,197 
Restructuring and employee severance25 29 
Amortization and other acquisition-related costs64 71 
Impairments and (gain)/loss on disposal of assets, net537 153 
Litigation (recoveries)/charges, net(41)27 
Operating earnings/(loss)
(14)137 
Other (income)/expense, net(2)2 
Interest expense, net14 25 
Earnings/(loss) before income taxes
(26)110 
Benefit from income taxes
(32)(1)
Net earnings
6 111 
   Less: Net earnings attributable to noncontrolling interests(1)(1)
Net earnings attributable to Cardinal Health, Inc.
$5 $110 
Earnings per common share attributable to Cardinal Health, Inc.:
Basic$0.02 $0.41 
Diluted0.02 0.40 
Weighted-average number of common shares outstanding:
Basic249271
Diluted250273
Cash dividends declared per common share$0.5006 $0.4957 
See notes to condensed consolidated financial statements.

Cardinal Health | Q1 Fiscal 2024 Form 10-Q
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Financial Statements
Condensed Consolidated Statements of Comprehensive Income/(Loss)
(Unaudited)
Three Months Ended September 30,
(in millions)20232022
Net earnings
$6 $111 
Other comprehensive loss:
Foreign currency translation adjustments and other(11)(58)
Net unrealized loss on derivative instruments, net of tax
(3)(4)
Total other comprehensive loss, net of tax
(14)(62)
Total comprehensive income/(loss)
(8)49 
Less: comprehensive income attributable to noncontrolling interests(1)(1)
Total comprehensive income/(loss) attributable to Cardinal Health, Inc.
$(9)$48 
See notes to condensed consolidated financial statements.


Cardinal Health | Q1 Fiscal 2024 Form 10-Q
22



Financial Statements
Condensed Consolidated Balance Sheets

(in millions)September 30, 2023June 30, 2023
Assets(Unaudited)
Current assets:
Cash and equivalents$3,854 $4,043 
Trade receivables, net11,265 11,344 
Inventories, net16,987 15,940 
Prepaid expenses and other2,582 2,362 
Assets held for sale
 144 
Total current assets34,688 33,833 
Property and equipment, net2,441 2,462 
Goodwill and other intangibles, net5,432 6,081 
Other assets1,149 1,041 
Total assets$43,710 $43,417 
Liabilities and Shareholders’ Deficit
Current liabilities:
Accounts payable$31,540 $29,813 
Current portion of long-term obligations and other short-term borrowings788 792 
Other accrued liabilities2,737 3,059 
Liabilities related to assets held for sale 42 
Total current liabilities35,065 33,706 
Long-term obligations, less current portion3,890 3,909 
Deferred income taxes and other liabilities8,245 8,653 
Shareholders’ deficit:
Preferred shares, without par value:
Authorized—500 thousand shares, Issued—none
  
Common shares, without par value:
Authorized—755 million shares, Issued—327 million shares at September 30, 2023 and June 30,2023
2,728 2,747 
Accumulated deficit(654)(534)
Common shares in treasury, at cost: 80 million shares and 76 million shares at September 30, 2023 and June 30, 2023, respectively
(5,400)(4,914)
Accumulated other comprehensive loss(165)(151)
Total Cardinal Health, Inc. shareholders' deficit
(3,491)(2,852)
Noncontrolling interests1 1 
Total shareholders’ deficit
(3,490)(2,851)
Total liabilities and shareholders’ deficit
$43,710 $43,417 
See notes to condensed consolidated financial statements.


Cardinal Health | Q1 Fiscal 2024 Form 10-Q
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Financial Statements
Condensed Consolidated Statements of Shareholders' Deficit
(Unaudited)
Common SharesTreasury SharesAccumulated Other
Comprehensive
Loss
Noncontrolling Interests
Total
Shareholders’
Deficit
(in millions)Shares IssuedAmount
Accumulated Deficit
SharesAmount
Three Months Ended September 30, 2023
Balance at June 30, 2023327 $2,747 $(534)(76)$(4,914)$(151)$1 $(2,851)
Net earnings5 1 6 
Other comprehensive loss, net of tax
(14)(14)
Employee stock plans activity, net of shares withheld for employee taxes (19)1 19  
Share repurchase program activity(5)(505)(505)
Dividends declared(125)(125)
Other(1)(1)
Balance at September 30, 2023327 $2,728 $(654)(80)$(5,400)$(165)$1 $(3,490)
Three Months Ended September 30, 2022
Balance at June 30, 2022327 $2,813 $(280)(54)$(3,128)$(114)$3 $(706)
Net earnings110 1 111 
Other comprehensive loss, net of tax(62)(62)
Purchase of noncontrolling interests(2)(2)
Employee stock plans activity, net of shares withheld for employee taxes (37)1 48 11 
Share repurchase program activity(200)(12)(800)(1,000)
Dividends declared(131)(131)
Other(1)(1)
Balance at September 30, 2022327 $2,576 $(301)(65)$(3,880)$(176)$1 $(1,780)
See notes to condensed consolidated financial statements.



Cardinal Health | Q1 Fiscal 2024 Form 10-Q
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Financial Statements
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended September 30,
(in millions)20232022
Cash flows from operating activities:
Net earnings$6 $111 
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization172 171 
Impairments and (gain)/loss on disposal of assets, net537 153 
Share-based compensation29 23 
Provision for bad debts29 29 
Change in operating assets and liabilities, net of effects from acquisitions and divestitures:
(Increase)/decrease in trade receivables
50 (508)
Increase in inventories(1,057)(264)
Increase in accounts payable
1,727 1,234 
Other accrued liabilities and operating items, net(948)(926)
Net cash provided by operating activities
545 23 
Cash flows from investing activities:
Additions to property and equipment(92)(70)
Proceeds from disposal of property and equipment1 2 
Purchases of investments(1)(3)
Proceeds from investments1 1 
Proceeds from net investment hedge terminations28  
Net cash used in investing activities
(63)(70)
Cash flows from financing activities:
Reduction of long-term obligations(7)(7)
Net tax withholdings from share-based compensation(28)(14)
Dividends on common shares(131)(142)
Purchase of treasury shares(500)(1,000)
Net cash used in financing activities(666)(1,163)
Effect of exchange rate changes on cash and equivalents(5)(15)
Net decrease in cash and equivalents(189)(1,225)
Cash and equivalents at beginning of period4,043 4,717 
Cash and equivalents at end of period$3,854 $3,492 
See notes to condensed consolidated financial statements.

Cardinal Health | Q1 Fiscal 2024 Form 10-Q
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Notes to Financial Statements
Notes to Condensed Consolidated Financial Statements

1. Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation
Our condensed consolidated financial statements include the accounts of all majority-owned or consolidated subsidiaries, and all significant intercompany transactions and amounts have been eliminated. The results of businesses acquired or disposed of are included in the condensed consolidated financial statements from the date of the acquisition or up to the date of disposal, respectively.
References to "we," "our," and similar pronouns in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (this "Form 10-Q") are to Cardinal Health, Inc. and its majority-owned or consolidated subsidiaries unless the context requires otherwise.
Our fiscal year ends on June 30. References to fiscal 2024 and 2023 in these condensed consolidated financial statements are to the fiscal years ending or ended June 30, 2024 and June 30, 2023, respectively.
Our condensed consolidated financial statements have been prepared in accordance with the U.S. Securities and Exchange Commission ("SEC") instructions to Quarterly Reports on Form 10-Q and include the information and disclosures required by accounting principles generally accepted in the United States ("GAAP") for interim financial reporting. The preparation of financial statements in conformity with GAAP requires us to make estimates, judgments and assumptions that affect amounts reported in the condensed consolidated financial statements and accompanying notes. Actual amounts may differ from these estimated amounts.
In our opinion, all adjustments necessary for a fair presentation of the condensed consolidated financial statements have been included. Except as disclosed elsewhere in this Form 10-Q, all such adjustments are of a normal and recurring nature. In addition, financial results presented for this fiscal 2024 interim period are not necessarily indicative of the results that may be expected for the full fiscal year ending June 30, 2024. These condensed consolidated financial statements are unaudited and, accordingly, should be read in conjunction with the audited consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (the "2023 Form 10-K").
Recently Issued Financial Accounting Standards Not Yet Adopted
We assess the adoption impacts of recently issued accounting standards by the Financial Accounting Standards Board ("FASB") on our condensed consolidated financial statements as well as
material updates to previous assessments, if any, from our fiscal 2023 Form 10-K. There were no accounting standards issued in fiscal 2024 that will have a material impact on our condensed consolidated financial statements.
Recently Adopted Financial Accounting Standards
There were no new material accounting standards adopted in the three months ended September 30, 2023.

2. Divestitures
On June 5, 2023, we signed a definitive agreement to contribute the Outcomes™ business to Transaction Data Systems ("TDS"), a portfolio company of BlackRock Long Term Private Capital and GTCR, in exchange for a 16 percent equity interest in the combined entity. The transaction closed on July 10, 2023 and we recognized a pre-tax gain of $53 million during the three months ended September 30, 2023, which was included in impairments and (gain)/loss on disposal of assets, net in our condensed consolidated statements of earnings. This gain includes our initial recognition of an equity method investment in the combined entity for $147 million.
We determined that the divestiture of the Outcomes™ business does not meet the criteria to be classified as discontinued operations. The Outcomes™ business operated within our Pharmaceutical segment.

3. Restructuring and Employee Severance
The following table summarizes restructuring and employee severance costs:
Three Months Ended September 30,
(in millions)20232022
Employee-related costs$7 $19 
Facility exit and other costs18 10 
Total restructuring and employee severance$25 $29 

Employee-related costs primarily consist of termination benefits provided to employees who have been involuntarily terminated, duplicate payroll costs and retention bonuses incurred during transition periods. Facility exit and other costs primarily consist of project consulting fees, accelerated depreciation, professional, project management and other service fees to support divestitures, costs associated with vacant facilities and certain other divestiture-related costs.
During the three months ended September 30, 2023, restructuring and employee severance costs were primarily related to certain

Cardinal Health | Q1 Fiscal 2024 Form 10-Q
26



Notes to Financial Statements

projects resulting from reviews of our strategy, portfolio, capital-allocation framework and operations and the implementation of certain enterprise-wide cost-savings measures. During the three months ended September 30, 2022, restructuring and employee severance costs were primarily related to the implementation of certain enterprise-wide cost-savings measures.
The following table summarizes activity related to liabilities associated with restructuring and employee severance:
(in millions)Employee-
Related Costs
Facility Exit
and Other Costs
Total
Balance at June 30, 2023$44 $2 $46 
Additions6 4 10 
Payments and other adjustments(15)(2)(17)
Balance at September 30, 2023$35 $4 $39 

4. Goodwill and Other Intangible Assets
Goodwill
The following table summarizes the changes in the carrying amount of goodwill by segment and in total:
(in millions)PharmaceuticalMedical (1)Total
Balance at June 30, 2023$2,649 $1,960 $4,609 
Foreign currency translation adjustments and other (3)(3)
Goodwill impairment (581)(581)
Balance at September 30, 2023$2,649 $1,376 $4,025 
(1)At September 30, 2023 and June 30, 2023, the Medical segment accumulated goodwill impairment loss was $5.3 billion and $4.7 billion, respectively.
Due to an increase in the risk-free interest rate used in the discount rate, we elected to bypass the qualitative assessment and perform quantitative goodwill impairment testing for the Medical operating segment (excluding our Cardinal Health at-Home Solutions division) (“Medical Unit”) at September 30, 2023. Our determination of the estimated fair value of the Medical Unit is based on a combination of the income-based approach (using a discount rate of 11 percent and a terminal growth rate of 2 percent), and market-based approaches. Additionally, we assigned a weighting of 80 percent to the discounted cash flow method, 10 percent to the guideline public company method, and 10 percent to the guideline transaction method. The carrying amount exceeded the fair value, which resulted in a pre-tax impairment charge of $581 million for the Medical Unit, which was recognized during the three months ended September 30, 2023 and is included in impairments and (gain)/loss on disposal of assets, net in our condensed consolidated statements of earnings. This impairment charge was driven by an increase of 1 percent in the discount rate primarily due to an increase in the risk-free interest rate. The discount rate used for the interim goodwill impairment testing at June 30, 2023 was 10 percent. The carrying value of the Medical
Unit at September 30, 2023 after recognizing the impairment charge was $5.3 billion, of which $141 million was goodwill.
During the three months ended September 30, 2022, we performed interim quantitative goodwill impairment testing for the Medical Unit. This quantitative testing resulted in the carrying amount of the Medical Unit exceeding the fair value, resulting in a pre-tax impairment charge of $154 million.
Other Intangible Assets
The following tables summarize other intangible assets by class at:
September 30, 2023
(in millions)Gross
Intangible
Accumulated
Amortization
Net
Intangible
Weighted- Average Remaining Amortization Period (Years)
Indefinite-life intangibles:
Trademarks and patents$12 $ $12 N/A
Total indefinite-life intangibles12  12 N/A
Definite-life intangibles:
Customer relationships3,164 2,307 857 9
Trademarks, trade names and patents546 387 159 8
Developed technology and other1,021 642 379 8
Total definite-life intangibles4,731 3,336 1,395 9
Total other intangible assets$4,743 $3,336 $1,407 N/A
June 30, 2023
(in millions)Gross
Intangible
Accumulated
Amortization
Net
Intangible
Indefinite-life intangibles:
Trademarks and patents$11 $— $11 
Total indefinite-life intangibles11 — 11 
Definite-life intangibles:
Customer relationships3,174 2,274 900 
Trademarks, trade names and patents546 380 166 
Developed technology and other1,021 626 395 
Total definite-life intangibles4,741 3,280 1,461 
Total other intangible assets$4,752 $3,280 $1,472 
Total amortization of intangible assets was $64 million and $71 million for the three months ended September 30, 2023 and 2022, respectively. Estimated annual amortization of intangible assets for the remainder of fiscal 2024 through 2028 is as follows: $190

Cardinal Health | Q1 Fiscal 2024 Form 10-Q
27



Notes to Financial Statements

million, $228 million, $205 million, $173 million and $146 million.
5. Long-Term Obligations and Other Short-Term Borrowings
Long-Term Debt
We had total long-term obligations, including the current portion and other short-term borrowings, of $4.7 billion at both September 30, 2023 and June 30, 2023. All the notes represent unsecured obligations of Cardinal Health, Inc. and rank equally in right of payment with all of our existing and future unsecured and unsubordinated indebtedness. Interest is paid pursuant to the terms of the obligations. These notes are effectively subordinated to the liabilities of our subsidiaries, including trade payables of $31.5 billion and $29.8 billion at September 30, 2023 and June 30, 2023, respectively.
Other Financing Arrangements
In addition to cash and equivalents and operating cash flow, other sources of liquidity include a $2.0 billion commercial paper program backed by a $2.0 billion revolving credit facility. We also have a $1.0 billion committed receivables sales facility. At September 30, 2023, we had no amounts outstanding under our commercial paper program, revolving credit facility, or our committed receivables sales facility.
In February 2023, we extended our $2.0 billion revolving credit facility through February 25, 2028. In September 2022, we renewed our committed receivables sales facility program through Cardinal Health Funding, LLC (“CHF”) through September 30, 2025. In September 2023, Cardinal Health 23 Funding, LLC ("CH-23 Funding") was added as a seller under our committed receivables sales facility. Each of CHF and CH-23 Funding was organized for the sole purpose of buying receivables and selling undivided interests in those receivables to third-party purchasers. Although consolidated with Cardinal Health, Inc. in accordance with GAAP, each of CHF and CH-23 Funding is a separate legal entity from Cardinal Health, Inc. and from our respective subsidiary that sells receivables to CHF or CH-23 Funding, as applicable. Each of CHF and CH-23 Funding is designed to be a special purpose, bankruptcy-remote entity whose respective assets are available solely to satisfy the claims of its respective creditors.
Our revolving credit and committed receivables sales facilities require us to maintain a consolidated net leverage ratio of no more than 3.75-to-1. As of September 30, 2023, we were in compliance with this financial covenant.




6. Commitments, Contingent Liabilities and Litigation
Commitments
Generic Sourcing Venture with CVS Health
In July 2014, we established Red Oak Sourcing, LLC ("Red Oak Sourcing"), a U.S.-based generic pharmaceutical sourcing venture with CVS Health Corporation ("CVS Health") for an initial term of 10 years. Red Oak Sourcing negotiates generic pharmaceutical supply contracts on behalf of its participants. In August 2021, we amended our agreement to extend the term through June 2029. We are required to make quarterly payments to CVS Health for the term of the arrangement.
Contingencies
New York Opioid Stewardship Act
In April 2018, the State of New York passed a budget which included the Opioid Stewardship Act (the "OSA"). The OSA created an aggregate $100 million annual assessment on all manufacturers and distributors licensed to sell or distribute opioids in New York. Under the OSA, each licensed manufacturer and distributor would be required to pay a portion of the assessment based on its share of the total morphine milligram equivalents sold or distributed in New York during the applicable calendar year, beginning in 2017. Subsequently, New York passed a new statute that modified the assessment going forward and limited the OSA to two years (2017 and 2018).
We accrue contingencies if it is probable that a liability has been incurred and the amount can be estimated. During the fiscal year 2023, we recorded $6 million of income to reduce the previously estimated accrual to the invoiced amount for the calendar year 2018 assessment. At June 30, 2023, we had an outstanding liability of $3 million, which was paid in full during first quarter of fiscal year 2024.
Legal Proceedings
We become involved from time to time in disputes, litigation and regulatory matters.
From time to time, we determine that products we distribute, source, manufacture or market do not meet our specifications, regulatory requirements, or published standards. When we or a regulatory agency identify a potential quality or regulatory issue, we investigate and take appropriate corrective action. Such actions have led to product recalls, costs to repair or replace affected products, temporary interruptions in product sales, restrictions on importation, product liability claims and lawsuits and can lead to action by regulators. Even absent an identified regulatory or quality issue or product recall, we can become subject to product liability claims and lawsuits.
From time to time, we become aware through employees, internal audits or other parties of possible compliance matters, such as complaints or concerns relating to accounting, internal accounting controls, financial reporting, auditing, or other ethical matters or

Cardinal Health | Q1 Fiscal 2024 Form 10-Q
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Notes to Financial Statements
relating to compliance with laws such as healthcare fraud and abuse, anti-corruption or anti-bribery laws. When we become aware of such possible compliance matters, we investigate internally and take appropriate corrective action. In addition, from time to time, we receive subpoenas or requests for information from various federal or state agencies relating to our business or to the business of a customer, supplier or other industry participants. Internal investigations, subpoenas or requests for information could directly or indirectly lead to the assertion of claims or the commencement of legal proceedings against us or result in sanctions.
We have been named from time to time in qui tam actions initiated by private third parties. In such actions, the private parties purport to act on behalf of federal or state governments, allege that false claims have been submitted for payment by the government and may receive an award if their claims are successful. After a private party has filed a qui tam action, the government must investigate the private party's claim and determine whether to intervene in and take control over the litigation. These actions may remain under seal while the government makes this determination. If the government declines to intervene, the private party may nonetheless continue to pursue the litigation on his or her own purporting to act on behalf of the government.
We accrue for contingencies related to disputes, litigation and regulatory matters if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Because these matters are inherently unpredictable and unfavorable developments or resolutions can occur, assessing contingencies is highly subjective and requires judgments about future events. We regularly review contingencies to determine whether our accruals and related disclosures are adequate. The amount of ultimate loss may differ from these estimates.
We recognize income from the favorable outcome of litigation when we receive the associated cash or assets.
We recognize estimated loss contingencies for certain litigation and regulatory matters and income from favorable resolution of litigation in litigation (recoveries)/charges, net, in our condensed consolidated statements of earnings; however, losses and recoveries of lost profits from disputes that occur in the ordinary course of business are included within segment profit.
Opioid Lawsuits and Investigations
Cardinal Health, other pharmaceutical wholesalers and other participants in the pharmaceutical supply chain have been named as a defendant in lawsuits related to the distribution of opioid pain medications. These lawsuits seek equitable relief and monetary damages based on a variety of legal theories, including various common law claims, such as public nuisance, negligence, unjust enrichment, personal injury, as well as violations of controlled substance laws, the Racketeer Influenced and Corrupt Organizations Act and various other statutes. Plaintiffs in these lawsuits include governmental entities, as well as private parties, such as unions and other health and welfare funds, hospital
systems and other healthcare providers, businesses and individuals.
We have also received federal grand jury subpoenas issued in connection with investigations being conducted by the U.S. Attorney's Office for the Eastern District of New York and the Fraud Section of the U.S. Department of Justice ("DOJ"). We have also received civil requests for information, subpoenas and other requests from other DOJ offices. These investigations concern operation of our anti-diversion program, our anti-diversion policies and procedures and distribution of certain controlled substances. We are cooperating with these investigations. We are unable to predict the outcome of any of these investigations.
In total, as of September 30, 2023, we have $5.45 billion accrued for these matters, of which $420 million is included in other accrued liabilities and the remainder is included in deferred income taxes and other liabilities in our condensed consolidated balance sheets.
Because loss contingencies are inherently unpredictable and unfavorable developments or resolutions can occur, the assessment is highly subjective and requires judgments about future events. We regularly review these opioid litigation matters to determine whether our accrual is adequate. The amount of ultimate loss may differ materially from this accrual, whether as a result of settlement discussions, a judicial decision or verdict or otherwise, but we are not able to estimate a range of reasonably possible additional losses for these matters. We continue to strongly dispute the allegations made in these lawsuits and none of these agreements is an admission of liability or wrongdoing. Please see below for additional description of these matters.
States and Political Subdivisions
In February 2022, we along with two other national distributors (collectively, the "Distributors") independently approved a settlement and settlement agreement (the "National Opioid Settlement Agreement") to settle the vast majority of opioid lawsuits and claims brought by states and political subdivisions. This National Opioid Settlement Agreement became effective on April 2, 2022. In addition to the Distributors, parties to the National Opioid Settlement Agreement include 48 states, the District of Columbia and 5 U.S. territories. Over 99 percent of political subdivisions in settling states (by population as calculated under the National Opioid Settlement Agreement) that had brought opioid-related suits against us have chosen to join the National Opioid Settlement Agreement or have had their claims addressed by state legislation (together with settling states and territories, the "Settling Governmental Entities").
As of July 2023, we have paid the Settling Governmental Entities approximately $1.2 billion, and will pay Settling Governmental Entities additional amounts up to $5.2 billion through 2038. The National Opioid Settlement Agreement also includes injunctive relief terms related to Distributors’ controlled substance anti-diversion programs. A monitor is overseeing compliance with these provisions until 2027. In addition, the Distributors are engaging a
Cardinal Health | Q1 Fiscal 2024 Form 10-Q
29



Notes to Financial Statements
third-party vendor to act as a clearinghouse for data aggregation and reporting, which Distributors will fund for 10 years. As a result of the National Opioid Settlement Agreement, most lawsuits brought against us by states and other political subdivisions have been dismissed. We continue to engage in resolution discussions with certain nonparticipating political subdivisions, including the Attorney General for the State of Alabama, and intend to defend ourselves vigorously against all remaining lawsuits. A trial involving the Attorney General for the State of Alabama is scheduled to begin in February 2024.
Other Settlements
West Virginia subdivisions and Native American tribes were not a part of the National Opioid Settlement Agreement, and we had separate settlement negotiations with these groups. In July 2022, a judgment in favor of the Distributors was entered in bench trial before a federal judge in West Virginia in a case brought by Cabell County and City of Huntington. Plaintiffs have appealed this decision to the Fourth Circuit Court of Appeals. In July 2022, the Distributors reached an agreement to settle the opioid-related claims of the majority of the remaining West Virginia subdivisions. Under this agreement, we agreed to pay eligible West Virginia subdivisions up to approximately $124 million over an eleven-year period. This agreement became effective in October 2022 when all participating subdivisions dismissed their cases.
In October 2022, we executed a final settlement agreement with the Native American Tribes, pursuant to which we will pay up to approximately $136 million over five years. In connection with this settlement, the court entered dismissals for the Native American tribes cases.
Private Plaintiffs
The National Opioid Settlement Agreement does not address claims by private parties, which includes unions and other health and welfare funds, hospital systems and other healthcare providers, businesses and individuals alleging personal injury. Lawsuits brought by private plaintiffs that were pending as of October 31, 2023 were 394. Of these, 103 were purported class actions. The causes of action asserted by these plaintiffs are similar to those asserted by public plaintiffs. We are engaged in resolution discussions with certain private plaintiffs; however, we are vigorously defending ourselves in all these matters.
A trial in a case involving 21 plaintiffs began in state court in Georgia in January 2023 and concluded in March 2023 with a verdict for the company and other defendants on all claims. In July 2023, the judge denied the plaintiffs' motion for a new trial. Plaintiffs have filed a notice of appeal and defendants have filed a notice of cross-appeal. A trial involving eight hospital plaintiffs that was scheduled to begin in Alabama in July 2023 was stayed pending appellate review of certain issues and has yet to be rescheduled.
Insurance Litigation
We are involved in ongoing legal proceedings with insurers related to their respective obligations to reimburse us for defense and
indemnity costs in connection with the lawsuits described above. During fiscal year 2023, we received approximately $10 million in insurance recoveries related to these matters.
Cordis IVC Filter Matters
We have been named as a defendant in approximately 450 product liability lawsuits coordinated in Alameda County Superior Court in California involving claims by approximately 5,000 plaintiffs that allege personal injuries associated with the use of inferior vena cava ("IVC") filter products. These lawsuits sought a variety of remedies, including unspecified monetary damages. The divestiture of the Cordis business did not include product liability related to the IVC filters in the U.S. and Canada, which we retained.
In April 2023, we executed a settlement agreement that, if certain conditions are satisfied, will resolve 4,375 claims for $275 million. This settlement agreement is subject to certain conditions, including certain opt-in thresholds. Between May and September 2023, we made settlement payments totaling $275 million into a qualified settlement fund, which will be disbursed to the plaintiffs if required conditions are satisfied. Since July 2021, we have also entered into other agreements to settle 2,798 product liability claims. While these settlements will resolve the vast majority of IVC filter product liability claims, they will not resolve all of them, and we intend to continue to vigorously defend ourselves in the remaining lawsuits.
Additionally, in August 2021, the Attorney General for the State of New Mexico filed an action against certain IVC filter manufacturers, including us, alleging claims under New Mexico's Unfair Practices Act, Medicaid Fraud Act and Fraud Against Taxpayers Act. The allegations made are similar to those made in the product liability lawsuits. We intend to vigorously defend ourselves against these claims.
We recognized income of $103 million during fiscal year 2023, primarily related to a reduction of the reserve for the estimated settlement and defense costs for these matters due to the execution of the settlements noted above. At September 30, 2023, we had a total of $304 million accrued for losses and legal defense costs, related to the IVC filter product liability lawsuits in our condensed consolidated balance sheets.
Shareholder Securities Litigation
In August 2019, the Louisiana Sheriffs' Pension & Relief Fund filed a purported class action complaint against Cardinal Health and certain current and former officers and employees in the United States District Court for the Southern District of Ohio purportedly on behalf of all purchasers of our common shares between March 2015 and May 2018. In June 2020, the court appointed 1199 SEIU Health Care Employees Pension Fund as lead plaintiff and a consolidated amended complaint was filed in September 2020. The amended complaint alleged that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act") by making misrepresentations and omissions related to the acquisition and integration of the Cordis business

 30
Cardinal Health | Q1 Fiscal 2024 Form 10-Q


Notes to Financial Statements
and inventory and supply chain problems within the Cordis business and sought to recover unspecified damages and equitable relief for the alleged misstatements and omissions. The complaint also alleged that one of the individual defendants violated Section 20A of the Exchange Act because he sold shares of Cardinal Health stock during the time period. In February 2023, we reached an agreement in principle with the plaintiff to settle this matter for $109 million, with the settlement amount to be fully funded by our insurance carriers, subject to final approval by the court. In September 2023, the court entered an order granting final approval and dismissed the case. In fiscal year 2023, we had received approximately $9 million in insurance recoveries for costs incurred in connection with this matter.
Other Civil Litigation
Generic Pharmaceutical Pricing Antitrust Litigation
In December 2019, pharmaceutical distributors including us were added as defendants in a civil class action lawsuit filed by indirect purchasers of generic drugs, such as hospitals and retail pharmacies. The indirect purchaser case is part of a multidistrict litigation consisting of multiple individual class action matters consolidated in the Eastern District of Pennsylvania. The indirect purchaser plaintiffs allege that pharmaceutical distributors encouraged manufacturers to increase prices, provided anti-competitive pricing information to manufacturers and improperly engaged in customer allocation. In May 2020, the court granted our motion to dismiss. In July 2022, the indirect purchasers filed an amended complaint and in August 2022, we filed a motion to dismiss the amended complaint. We are vigorously defending ourselves in this matter.
Antitrust Litigation Proceeds
We received and recognized income resulting from settlements of lawsuits in which we were a class member or plaintiff of $41 million, which were recognized in litigation (recoveries)/charges, net, during the three months ended September 30, 2023.
7. Income Taxes
Fluctuations in our benefit from income taxes as a percentage of our pre-tax earnings/(loss) (“effective tax rate”) are due to changes in international and U.S. state effective tax rates resulting from our business mix and discrete items.
Effective Tax Rate
During the three months ended September 30, 2023 and 2022, the effective tax rate was 122.5 percent and (0.7) percent, respectively. These tax rates reflect the impact of the tax effects of goodwill impairment charges recognized during the three months ended September 30, 2023 and 2022.
Tax Effects of Goodwill Impairment Charge
During the three months ended September 30, 2023, we recognized a $581 million pre-tax charge for goodwill impairment related to the Medical Unit. The net tax benefit related to this charge is $45 million for fiscal 2024.
Unless an item is considered discrete because it is unusual or infrequent, the tax impact of the item is included in our estimated annual effective tax rate. When items are recognized through our estimated annual effective tax rate, we apply our estimated annual effective tax rate to the earnings/(loss) before income taxes for the year-to-date period to compute our impact from income taxes for the current quarter and year-to-date period. The tax impacts of discrete items are recognized in their entirety in the period in which they occur.
The tax effect of the goodwill impairment charge during the three months ended September 30, 2023 was included in our estimated annual effective tax rate because it was not considered unusual or infrequent, given that we recorded goodwill impairments in prior fiscal years. The impact of the non-deductible goodwill increased the estimated annual effective tax rate for fiscal 2024. Applying the higher tax rate to pre-tax loss for three months ended September 30, 2023 resulted in recognizing an incremental interim tax benefit of approximately $99 million, which impacted the benefit from income taxes in the condensed consolidated statements of earnings during the three months ended September 30, 2023 and prepaid expenses and other assets in the condensed consolidated balance sheets at September 30, 2023. This interim tax benefit will reverse in future quarters of fiscal 2024.
Unrecognized Tax Benefits
We had $998 million and $1.0 billion of unrecognized tax benefits at September 30, 2023 and June 30, 2023, respectively. The September 30, 2023 and June 30, 2023 balances include $872 million and $873 million of unrecognized tax benefits, respectively, that if recognized, would have an impact on the effective tax rate.
At September 30, 2023 and June 30, 2023, we had $68 million and $65 million, respectively, accrued for the payment of interest and penalties related to unrecognized tax benefits, which we recognize in the benefit from income taxes in the condensed consolidated statements of earnings. These balances are gross amounts before any tax benefits and are included in deferred income taxes and other liabilities in the condensed consolidated balance sheets.
It is reasonably possible that there could be a change in the amount of unrecognized tax benefits within the next 12 months due to activities of the U.S. Internal Revenue Service ("IRS") or other taxing authorities, possible settlement of audit issues, reassessment of existing unrecognized tax benefits or the expiration of statutes of limitations. We estimate that the range of the possible change in unrecognized tax benefits within the next 12 months is between zero and a net decrease of $51 million, exclusive of penalties and interest.
Other Tax Matters
We file income tax returns in the U.S. federal jurisdiction, various U.S. state and local jurisdictions, and various foreign jurisdictions. With few exceptions, we are subject to audit by taxing authorities for fiscal years 2015 through the current fiscal year.
We are a party to a tax matters agreement with CareFusion Corporation ("CareFusion"), a subsidiary of Becton, Dickinson and
Cardinal Health | Q1 Fiscal 2024 Form 10-Q
31



Notes to Financial Statements
Company. Under the tax matters agreement, CareFusion is obligated to indemnify us for certain tax exposures and transaction taxes prior to our fiscal 2010 spin-off of CareFusion. The indemnification receivable was $84 million and $82 million at September 30, 2023 and June 30, 2023 respectively, and is included in other assets in the condensed consolidated balance sheets.

8. Fair Value Measurements
Assets and Liabilities Measured on a Recurring Basis
The following tables present the fair values for assets and (liabilities) measured on a recurring basis at:
September 30, 2023
(in millions)Level 1Level 2Level 3Total
Assets:
Cash equivalents$1,378 $ $ $1,378 
Other investments (1)93   93 
Liabilities:
Forward contracts (2) (104) (104)
June 30, 2023
(in millions)Level 1Level 2Level 3Total
Assets:
Cash equivalents$1,253 $ $ $1,253 
Other investments (1)101   101 
Liabilities:
Forward contracts (2) (73) (73)
(1)The other investments balance includes investments in mutual funds, which offset fluctuations in deferred compensation liabilities. These mutual funds invest in the equity securities of companies with both large and small market capitalization and high quality fixed income debt securities. The fair value of these investments is determined using quoted market prices.
(2) The fair value of interest rate swaps, foreign currency contracts and net investment hedges is determined based on the present value of expected future cash flows considering the risks involved, including non-performance risk, and using discount rates appropriate for the respective maturities. Observable Level 2 inputs are used to determine the present value of expected future cash flows. The fair value of these derivative contracts, which are subject to master netting arrangements under certain circumstances, is presented on a gross basis in prepaid expenses and other, other assets, other accrued liabilities, and deferred income taxes and other liabilities within the condensed consolidated balance sheets.
Assets Measured on a Nonrecurring Basis
As discussed further in Note 2, on July 10, 2023, we closed the transaction to contribute the Outcomes™ business to TDS, a portfolio company of BlackRock Long Term Private Capital and GTCR, in exchange for a 16 percent equity interest in the combined entity. We accounted for this investment initially at its fair value using Level 3 unobservable inputs under the discounted cash flow method. Accordingly, we recognized a $147 million
equity method investment during the three months ended September 30, 2023.
9. Financial Instruments
We utilize derivative financial instruments to manage exposure to certain risks related to our ongoing operations. The primary risks managed through the use of derivative instruments include interest rate risk, currency exchange risk and commodity price risk. We do not use derivative instruments for trading or speculative purposes. While the majority of our derivative instruments are designated as hedging instruments, we also enter into derivative instruments that are designed to hedge a risk, but are not designated as hedging instruments. These derivative instruments are adjusted to current fair value through earnings at the end of each period. We are exposed to counterparty credit risk on all of our derivative instruments. Accordingly, we have established and maintain strict counterparty credit guidelines and only enter into derivative instruments with major financial institutions that are rated investment grade or better. We do not have significant exposure to any one counterparty and we believe the risk of loss is remote. Additionally, we do not require collateral under these agreements.
Interest Rate Risk Management
We are exposed to the impact of interest rate changes. Our objective is to manage the impact of interest rate changes on cash flows and the market value of our borrowings. We utilize a mix of debt maturities on our fixed-rate debt to manage changes in interest rates. In addition, we enter into interest rate swaps to further manage our exposure to interest rate variations related to our borrowings and to lower our overall borrowing costs.
Currency Exchange Risk Management
We conduct business in several major international currencies and are subject to risks associated with changing foreign exchange rates. Our objective is to reduce earnings and cash flow volatility associated with foreign exchange rate changes to allow management to focus its attention on business operations. Accordingly, we enter into various contracts that change in value as foreign exchange rates change to protect the value of existing foreign currency assets and liabilities, commitments and anticipated foreign currency revenue and expenses.
Commodity Price Risk Management
We are exposed to changes in the price of certain commodities. Our objective is to reduce earnings and cash flow volatility associated with forecasted purchases of these commodities to allow management to focus its attention on business operations. Accordingly, we enter into derivative contracts when possible to manage the price risk associated with certain forecasted purchases.
Fair Value Hedges
We enter into pay-floating interest rate swaps to hedge the changes in the fair value of fixed-rate debt resulting from fluctuations in interest rates. These contracts are designated and qualify as fair value hedges. Accordingly, the gain or loss recorded

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Cardinal Health | Q1 Fiscal 2024 Form 10-Q


Notes to Financial Statements
on the pay-floating interest rate swaps is directly offset by the change in fair value of the underlying debt. Both the derivative instrument and the underlying debt are adjusted to market value at the end of each period with any resulting gain or loss recorded in interest expense, net in the condensed consolidated statements of earnings. For the three months ended September 30, 2023 and 2022, there were no gains or losses recorded to interest expense as changes in the market value of our derivative instruments offset changes in the market value of the underlying debt.
During the three months ended September 30, 2023 and 2022, we entered into pay-floating interest rate swaps with total notional amounts of $100 million and $200 million, respectively. These swaps were designated as fair value hedges of our fixed rate debt and are included in deferred income taxes and other liabilities in our condensed consolidated balance sheets.
Cash Flow Hedges
We enter into derivative instruments to hedge our exposure to changes in cash flows attributable to interest rate, foreign currency and commodity price fluctuations associated with certain forecasted transactions. These derivative instruments are designated and qualify as cash flow hedges. Accordingly, the gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive loss and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period during which the hedged transaction affects earnings.
Pre-tax gains recognized in other comprehensive income/(loss) were immaterial and $4 million for the three months ended September 30, 2023 and 2022, respectively. Gains recognized in accumulated other comprehensive loss and reclassified into earnings were immaterial for the three months ended September 30, 2023 and 2022. All gains and losses currently included within accumulated other comprehensive loss associated with our cash flow hedges to be reclassified into net earnings within the next 12 months are immaterial.
Net Investment Hedges
We hedge the foreign currency risk associated with certain net investment positions in foreign subsidiaries. To accomplish this, we enter into cross-currency swaps that are designated as hedges of net investments.
During the three months ended September 30, 2023, we entered into ¥18 billion ($120 million) cross-currency swaps maturing in September 2025 and ¥18 billion ($120 million) cross-currency swaps maturing in June 2027.
During the three months ended September 30, 2023, we terminated the ¥38 billion ($300 million) cross-currency swaps entered into in January 2023 and received a net settlement in cash of $28 million, recorded in proceeds from net investment hedge terminations in our condensed consolidated statements of cash flows.
Cross-currency swaps designated as net investment hedges are marked to market using the current spot exchange rate as of the
end of the period, with gains and losses included in the foreign currency translation component of accumulated other comprehensive loss until the sale or substantial liquidation of the underlying net investments. To the extent the cross-currency swaps designated as net investment hedges are not highly effective, changes in carrying value attributable to the change in spot rates are recorded in earnings.
Pre-tax gains from net investment hedges recorded in the foreign currency translation component of accumulated other comprehensive loss were $11 million and $22 million for the three months ended September 30, 2023 and 2022, respectively. Gains recognized in interest expense, net in the condensed consolidated statements of earnings for the portion of the net investment hedges excluded from the assessment of hedge effectiveness were $3 million and $4 million during the three months ended September 30, 2023 and 2022, respectively.
Economic (Non-Designated) Hedges
We enter into foreign currency contracts to manage our foreign exchange exposure related to sales transactions, intercompany financing transactions and other balance sheet items subject to revaluation that do not meet the requirements for hedge accounting treatment. Accordingly, these derivative instruments are adjusted to current market value at the end of each period through earnings. The gain or loss recorded on these instruments is substantially offset by the remeasurement adjustment on the foreign currency denominated asset or liability. The settlement of the derivative instrument and the remeasurement adjustment on the foreign currency denominated asset or liability are both recorded in other (income)/expense, net. We recorded an immaterial gain and a $6 million loss during the three months ended September 30, 2023 and 2022, respectively. The principal currencies managed through foreign currency contracts are the Chinese renminbi, Canadian dollar, Indian rupee, Euro and Thai baht.
Fair Value of Financial Instruments
The carrying amounts of cash and equivalents, trade receivables, accounts payable, and other accrued liabilities at September 30, 2023 and June 30, 2023 approximate fair value due to their short-term maturities.
The following table summarizes the estimated fair value of our long-term obligations and other short-term borrowings compared to the respective carrying amounts at:
(in millions)September 30, 2023June 30, 2023
Estimated fair value$4,270 $4,417 
Carrying amount4,678 4,701 
The fair value of our long-term obligations and other short-term borrowings is estimated based on either the quoted market prices for the same or similar issues or other inputs derived from available market information, which represents a Level 2 measurement.
Cardinal Health | Q1 Fiscal 2024 Form 10-Q
33



Notes to Financial Statements

10. Shareholders' Deficit
During the three months ended September 30, 2023, we entered into an accelerated share repurchase ("ASR") program to repurchase common shares for an aggregate purchase price of $500 million. We received an initial delivery of 4.4 million common shares using a reference price of $90.57. The program concluded on October 31, 2023 at a volume weighted average price per common share of $88.22 resulting in a final delivery of 1.3 million common shares.
During June of fiscal year 2023, we entered into an ASR program to repurchase common shares for an aggregate purchase of $500 million. We received an initial delivery of 4.6 million common shares using a reference price of $87.18. The program concluded on August 16, 2023 at a volume weighted average price per common share of $91.15 resulting in a final delivery of 0.9 million common shares.
During the three months ended September 30, 2022, we entered into an ASR program to repurchase common shares for an aggregate purchase price of $1.0 billion. We received an initial delivery of 12.0 million common shares using a reference price of $66.74. The program concluded on December 23, 2022 at a volume weighted average price per common share of $73.36 resulting in a final delivery of 1.6 million common shares.
We funded the repurchases with available cash. The common shares repurchased are held in treasury to be used for general corporate purposes.
Accumulated Other Comprehensive Loss
The following tables summarize the changes in the balance of accumulated other comprehensive loss by component and in total:
(in millions)Foreign
Currency
Translation
Adjustments
Unrealized
Gain/(Loss) on
Derivatives,
net of tax
Accumulated Other
Comprehensive
Loss
Balance at June 30, 2023$(137)$(14)$(151)
Other comprehensive loss, before reclassifications(11)(1)(12)
Amounts reclassified to earnings (2)(2)
Total other comprehensive loss attributable to Cardinal Health, Inc., net of tax expense of $3 million
(11)(3)(14)
Balance at September 30, 2023$(148)$(17)$(165)
(in millions)Foreign
Currency
Translation
Adjustments
Unrealized
Gain/(Loss) on
Derivatives,
net of tax
Accumulated Other
Comprehensive
Loss
Balance at June 30, 2022$(102)$(12)$(114)
Other comprehensive loss, before reclassifications(58)(2)(60)
Amounts reclassified to earnings (2)(2)
Total other comprehensive loss attributable to Cardinal Health, Inc., net of tax expense of $7 million
(58)(4)(62)
Balance at September 30, 2022$(160)$(16)$(176)

11. Earnings Per Share Attributable to Cardinal Health, Inc.
The following table reconciles the number of common shares used to compute basic and diluted earnings per share attributable to Cardinal Health, Inc.:
Three Months Ended September 30,
(in millions)20232022
Weighted-average common shares–basic249 271 
Effect of dilutive securities:
Employee stock options, restricted share units, and performance share units1 2 
Weighted-average common shares–diluted250 273 
The potentially dilutive employee stock options, restricted share units and performance share units that were anti-dilutive for the three months ended September 30, 2023 and 2022 were 1 million and 4 million, respectively.


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Notes to Financial Statements


12. Segment Information
Our operations are principally managed on a products and services basis and are comprised of two operating segments, which are the same as our reportable segments: Pharmaceutical and Medical. The factors for determining the reportable segments include the manner in which management evaluates performance for purposes of allocating resources and assessing performance combined with the nature of the individual business activities.
Our Pharmaceutical segment distributes branded and generic pharmaceutical, specialty pharmaceutical and over-the-counter healthcare and consumer products in the United States. This segment also provides services to pharmaceutical manufacturers and healthcare providers for specialty pharmaceutical products; provides pharmacy management services to hospitals and operates a limited number of pharmacies, including pharmacies in community health centers; operates nuclear pharmacies and radiopharmaceutical manufacturing facilities; and repackages generic pharmaceuticals and over-the-counter healthcare products.
Our Medical segment manufactures, sources and distributes Cardinal Health branded medical, surgical and laboratory products, which are sold in the United States, Canada, Europe, Asia and other markets. In addition to distributing Cardinal Health branded products, this segment also distributes a broad range of medical, surgical and laboratory products known as national brand products and provides supply chain services and solutions to hospitals, ambulatory surgery centers, clinical laboratories and other healthcare providers in the United States and Canada. This segment also distributes medical products to patients' homes in the United States through our Cardinal Health at-Home Solutions division.
Revenue
The following table presents revenue for each reportable segment, disaggregated revenue within our two reportable segments and Corporate:
Three Months Ended September 30,
(in millions)20232022
Pharmaceutical and Specialty Pharmaceutical Distribution and Services (1)
$50,682 $45,547 
Nuclear and Precision Health Solutions
324 281 
Pharmaceutical segment revenue
51,006 45,828 
Medical Products and Distribution (2)
3,076 3,140 
Cardinal Health at-Home Solutions684 638 
Medical segment revenue
3,760 3,778 
  Total segment revenue54,766 49,606 
Corporate (3)
(3)(3)
Total revenue$54,763 $49,603 
(1)Comprised of all Pharmaceutical segment businesses except for Nuclear and Precision Health Solutions division.
(2)Comprised of all Medical segment businesses except for Cardinal Health at-Home Solutions division.
(3)Corporate revenue consists of the elimination of inter-segment revenue and other revenue not allocated to the segments.
The following table presents revenue by geographic area:
Three Months Ended September 30,
(in millions)20232022
United States$53,557 $48,477 
International1,209 1,129 
  Total segment revenue54,766 49,606 
Corporate (1)(3)(3)
Total revenue$54,763 $49,603 
(1)Corporate revenue consists of the elimination of inter-segment revenue and other revenue not allocated to the segments.
Segment Profit
We evaluate segment performance based on segment profit, among other measures. Segment profit is segment revenue, less segment cost of products sold, less segment distribution, selling, general and administrative ("SG&A") expenses. Segment SG&A expenses include share-based compensation expense as well as allocated corporate expenses for shared functions, including corporate management, corporate finance, financial and customer care shared services, human resources, information technology, and legal and compliance, including certain litigation defense costs. Corporate expenses are allocated to the segments based on headcount, level of benefit provided and other ratable allocation methodologies. The results attributable to noncontrolling interests are recorded within segment profit.

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35



Notes to Financial Statements


We do not allocate the following items to our segments:
last-in first-out, or ("LIFO"), inventory charges/(credits);
surgical gown recall costs/(income);
state opioid assessment related to prior fiscal years; in connection with the New York Opioid Stewardship Act as discussed further in Note 6;
shareholder cooperation agreement costs;
restructuring and employee severance;
amortization and other acquisition-related costs;
impairments and (gain)/loss on disposal of assets, net; in connection with goodwill impairment testing for the Medical Unit as discussed further in Note 4, we recognized pre-tax goodwill impairment charges of $581 million and $154 million during the three months ended September 2023 and 2022, respectively;
litigation (recoveries)/charges, net;
other (income)/expense, net;
interest expense, net;
loss on early extinguishment of debt;
(gain)/loss on sale of equity interest in naviHealth; or
provision for/(benefit from) income taxes
In addition, certain investment spending, certain portions of enterprise-wide incentive compensation and other spending are not allocated to the segments. Investment spending generally includes the first-year spend for certain projects that require incremental investments in the form of additional operating expenses. Because approval for these projects is dependent on executive management, we retain these expenses at Corporate. Investment spending within Corporate was $6 million for both the three months ended September 30, 2023 and 2022.
The following table presents segment profit by reportable segment and Corporate:
Three Months Ended September 30,
(in millions)20232022
Pharmaceutical$507 $431 
Medical71 (8)
Total segment profit578 423 
Corporate(592)(286)
Total operating earnings/(loss)
$(14)$137 
The following table presents total assets for each reportable segment and Corporate at:
(in millions)September 30, 2023June 30, 2023
Pharmaceutical$28,968 $28,077 
Medical9,425 10,130 
Corporate5,317 5,210 
Total assets$43,710 $43,417 

13. Share-Based Compensation
We maintain stock incentive plans (collectively, the “Plans”) for the benefit of certain of our officers, directors and employees.
The following table provides total share-based compensation expense by type of award:
Three Months Ended September 30,
(in millions)20232022
Restricted share unit expense$21 $17 
Performance share unit expense8 6 
Total share-based compensation
$29 $23 
The total tax benefit related to share-based compensation was $4 million and $3 million for the three months ended September 30, 2023 and 2022, respectively.
Restricted Share Units
Restricted share units granted under the Plans generally vest in equal annual installments over three years. Restricted share units accrue cash dividend equivalents that are payable upon vesting of the awards.
The following table summarizes all transactions related to restricted share units under the Plans:
(in millions, except per share amounts)Restricted Share UnitsWeighted-Average
Grant Date Fair
Value per Share
Nonvested at June 30, 20232.2 $57.37 
Granted0.8 90.40 
Vested(1.0)60.09 
Canceled and forfeited  
Nonvested at September 30, 20232.0 $74.06 
At September 30, 2023, the total pre-tax compensation cost, net of estimated forfeitures, related to nonvested restricted share units not yet recognized was $116 million, which is expected to be recognized over a weighted-average period of two years.
Performance Share Units
Performance share units vest over a three-year performance period based on achievement of specific performance goals. Based on the extent to which the targets are achieved, vested shares may range from zero to 234 percent of the target award amount for both the fiscal 2022 and 2023 grants and zero to 240 percent of the target award for the fiscal 2024 grant. Performance

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Cardinal Health | Q1 Fiscal 2024 Form 10-Q


Notes to Financial Statements

share units accrue cash dividend equivalents that are payable upon vesting of the awards.
The following table summarizes all transactions related to performance share units under the Plans (based on target award amounts):
(in millions, except per share amounts)Performance
Share Units
Weighted-Average
Grant Date Fair
Value per Share
Nonvested at June 30, 20231.2 $82.17 
Granted0.5 94.66 
Vested(0.4)62.26 
Canceled and forfeited  
Nonvested at September 30, 20231.3 $96.38 
At September 30, 2023, the total pre-tax compensation cost, net of estimated forfeitures, related to nonvested performance share units not yet recognized was $64 million, which is expected to be recognized over a weighted-average period of two years if the performance goals are achieved.

Cardinal Health | Q1 Fiscal 2024 Form 10-Q
37



Exhibits
Exhibits
Exhibit
Number
Exhibit Description
3.1
3.2
10.1
10.2
10.3
31.1
31.2
32.1
99.1
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File - formatted in Inline XBRL (included as Exhibit 101)
* Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S0-K under the Exchange Act. The company undertakes to furnish supplemental copies of any of the omitted schedules to the SEC upon request.
Cardinal Health Website
Cardinal Health uses its website as a channel of distribution for material company information. Important information, including news releases, financial information, earnings and analyst presentations, and information about upcoming presentations and events is routinely posted and accessible at ir.cardinalhealth.com. In addition, the website allows investors and other interested persons to sign up automatically to receive e-mail alerts when we post news releases, SEC filings and certain other information on its website.


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Form 10-Q Cross Reference Index


Form 10-Q Cross Reference Index
N/ANot applicable



Cardinal Health | Q1 Fiscal 2024 Form 10-Q
39



Additional Information
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Cardinal Health, Inc.
Date:November 3, 2023/s/ JASON M. HOLLAR
Jason M. Hollar
Chief Executive Officer
/s/ AARON E. ALT
Aaron E. Alt
Chief Financial Officer


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Cardinal Health | Q1 Fiscal 2024 Form 10-Q
Exhibit 10.1

THIRD AMENDMENT TO THE
CARDINAL HEALTH, INC.
SENIOR EXECUTIVE SEVERANCE PLAN

WHEREAS, Cardinal Health, Inc., an Ohio corporation (the “Company”), has adopted the Cardinal Health, Inc. Senior Executive Severance Plan (as amended, the “Plan”); and

WHEREAS, the Human Resources and Compensation Committee (the “Committee”) of the Board of Directors of the Company has determined that it would be advisable and in the best interest of the Company to amend the Plan in the manner set forth herein;

NOW, THEREFORE, pursuant to Section 8.2 of the Plan, the Plan is hereby amended as follows (this “Amendment”):

1.A new definition is added to Article I of the Plan, as follows:

Special Protection Period” shall mean the two-year period commencing on September 21, 2023.

2.A new Section 5.1(g) is added to the Plan, as follows:

(g) In the event of a Qualifying Termination governed by this Section 5.1 which occurs during the Special Protection     Period, then the following rules shall apply, notwithstanding anything to the contrary herein:

i.The Multiple shall for all purposes hereof be the Special Protection Period Multiple as set forth on Annex A; and

ii.Notwithstanding any provision to the contrary in any applicable plan or award agreement, each then unvested service-based vesting equity or equity-based award held by an Executive Officer shall be vested as to a pro-rata portion of such award, with the pro-rata portion of the award based on the portion of the aggregate vesting period which has elapsed (measured on a tranche by tranche basis) as of the date of the Qualifying Termination. In addition, a pro-rata portion of each then-outstanding and unvested performance vesting equity or equity-based award held by an Executive Officer shall be eligible to vest, with the pro-rata portion defined in the same manner as the preceding sentence; provided that the amount of any such vesting shall be subject to the attainment of the applicable performance measures. Payment in either case shall be made at such same time and in such manner as set forth in the award agreement. In addition, any stock options held by an Executive Officer, to the extent vested, may be exercised by the Executive Officer (or any transferee, if applicable) until the grant expiration date.


3.The chart set forth in Annex A of the Plan is hereby amended and restated in its entirety to read as follows:
PositionMultipleSpecial Protection Period MultipleCOC MultipleRestricted Period
Chief Executive Officer (“CEO”).............................
2.0x2.25x2.5x2 years
Executive Officers (other than the CEO).................1.5x1.75x2.0x2 years
Senior Vice President and Above (other than Executive Officers and the CEO)...............................1.5x1.5x2.0x1.5 year

4.Miscellaneous.

a.Full Force and Effect. Except as expressly amended by this Amendment, all terms and conditions of the Plan shall remain in full force and effect.



b.Governing Law. This Amendment shall be governed by the substantive laws, but not the choice of law rules, of the State of Ohio.

Adopted by the Human Resources and Compensation Committee on September 21, 2023.

Exhibit 10.2








FIFTH AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT

dated as of September 1, 2023

among

CARDINAL HEALTH FUNDING, LLC,
as Seller,

CARDINAL HEALTH 23 FUNDING, LLC,
as Additional Seller,

GRIFFIN CAPITAL, LLC,
as Original Servicer,

CARDINAL HEALTH 23, LLC,
as Servicer

THE CONDUITS PARTY HERETO,

THE FINANCIAL INSTITUTIONS PARTY HERETO,

THE MANAGING AGENTS PARTY HERETO,

THE LC BANKS PARTY HERETO,

and MUFG BANK, LTD.,
as Agent























TABLE OF CONTENTS

Article I PURCHASE ARRANGEMENTS2
Section 1.1 Purchase Facility2
Section 1.2 Increases3
Section 1.3 Decreases3
                Section 1.4 Payment Requirements3
                Section 1.5 Letters of Credit4
                Section 1.6 Issuance of Letters of Credit; Participants4
                Section 1.7 Requirements For Issuance of Letters of Credit5
                Section 1.8 Disbursements, Reimbursement5
                Section 1.9 Repayment of LC Participation Advance6
                Section 1.10 Documentation6
                Section 1.11 Determination to Honor Drawing Request6
                Section 1.12 Nature of LC Participations and LC Reimbursement Obligations7
                Section 1.13 Liability for Acts and Omissions8
                Section 1.14 Defaulting Financial Institutions9
Article II PAYMENTS AND COLLECTIONS9
                Section 2.1 Payments9
                Section 2.2 Collections Prior to Amortization10
                Section 2.3 Collections Following Amortization10
                Section 2.4 Application of Collections11
                Section 2.5 Payment Rescission11
                Section 2.6 Maximum Purchaser Interests11
                Section 2.7 Clean Up Call11
                Section 2.8 Demand for Payment of Demand Loans12
                Section 2.9 Allocation between Sellers12
Article III CONDUIT FUNDING12
                Section 3.1 CP Costs12
                Section 3.2 CP Costs Payments12
                Section 3.3 Calculation of CP Costs12
Article IV FINANCIAL INSTITUTION FUNDING12
                Section 4.1 Financial Institution Funding12
                Section 4.2 Calculation of Yield; Yield Payments12
                Section 4.3 [Reserved]13
                Section 4.4 Financial Institution Discount Rates13
                Section 4.5 [Reserved]13
                Section 4.6 Extension of Scheduled Facility Termination Date13
                Section 4.7 Inability to Determine Rates; Change in Legality14
                Section 4.8 Benchmark Replacement Setting15
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Article V REPRESENTATIONS AND WARRANTIES18
                Section 5.1 Representations and Warranties of the Seller Parties18
                Section 5.2 Additional Representations and Warranties of Sellers20
                Section 5.3 Financial Institution Representation and Warranties22
Article VI CONDITIONS OF PURCHASES22
                Section 6.1 Conditions Precedent to Initial Incremental Purchase22
                Section 6.2 Conditions Precedent to All Incremental Purchases and Reinvestments22
Article VII COVENANTS23
                Section 7.1 Affirmative Covenants of the Seller Parties23
                Section 7.2 Negative Covenants of the Seller Parties28
Article VIII ADMINISTRATION AND COLLECTION30
                Section 8.1 Designation of Servicer30
                Section 8.2 Duties of Servicer30
                Section 8.3 Collection Notices; Power-of-Attorney31
                Section 8.4 Responsibilities of Sellers32
                Section 8.5 Reports32
                Section 8.6 Servicing Fees32
Article IX AMORTIZATION EVENTS32
                Section 9.1 Amortization Events32
                Section 9.2 Remedies34
Article X INDEMNIFICATION35
                Section 10.1 Indemnities by the Seller Parties35
                Section 10.2 Increased Cost and Reduced Return; Accounting Based Consolidation Events37
                Section 10.3 Other Costs and Expenses38
                Section 10.4 Taxes38
Article XI THE AGENT40
                Section 11.1 Authorization and Action40
                Section 11.2 Delegation of Duties41
                Section 11.3 Exculpatory Provisions41
                Section 11.4 Reliance by Agent41
                Section 11.5 Non-Reliance on Agent and Other Purchasers41
                Section 11.6 Reimbursement and Indemnification41
                Section 11.7 Agent in its Individual Capacity 42
                Section 11.8 Successor Agent42
                Section 11.9 Erroneous Payments42
Article XII ASSIGNMENTS; PARTICIPATIONS44
                Section 12.1 Assignments44
                Section 12.2 Participations45
Article XIII MANAGING AGENTS45
                Section 13.1 Managing Agents45
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Article XIV MISCELLANEOUS45
                 Section 14.1 Waivers and Amendments45
                 Section 14.2 Notices46
                 Section 14.3 Sellers Jointly and Severally Liable47
                 Section 14.4 Ratable Payments49
                 Section 14.5 Protection of Ownership Interests of the Purchasers49
                 Section 14.6 Confidentiality50
                 Section 14.7 Bankruptcy Petition50
                 Section 14.8 Limitation of Liability51
                 Section 14.9 CHOICE OF LAW51
                 Section 14.10 CONSENT TO JURISDICTION51
                 Section 14.11 WAIVER OF JURY TRIAL51
                 Section 14.12 Integration; Binding Effect; Survival of Terms51
                 Section 14.13 Counterparts; Severability; Section References52
                 Section 14.14 Roles52
                 Section 14.15 Characterization52
                 Section 14.16 Confirmation and Ratification of Terms52
                 Section 14.17 Excess Funds53
                 Section 14.18 Patriot Act53
                 Section 14.19 Acknowledgement and Consent of Bail-In of EEA Financial Institutions53

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Exhibits and Schedules

Exhibit IDefinitions
Exhibit IIForm of Purchase Notice
Exhibit IIILegal Names; Jurisdictions of Organization; Locations of Records; Federal Employer Identification Numbers; State Organizational Identification Numbers
Exhibit IV[Reserved]
Exhibit VForm of Compliance Certificate
Exhibit VIForm of Assignment Agreement
Exhibit VIICredit and Collection Policy
Exhibit VIII[Reserved]
Exhibit IXForm of Reduction Notice
Exhibit X[Reserved]
Exhibit XIForm of Reduction Notice
Exhibit XIIForm of Letter of Credit Application
Schedule ACommitments, Wiring Instructions, Related Financial Institutions, LC Banks, Conduits and Managing Agents
Schedule BDocuments to be Delivered to the Agent
Schedule CNotice Addresses
Schedule DConcentration Limit
Schedule ESubject Conversion Condition Documents


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FIFTH AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT

This Fifth Amended and Restated Receivables Purchase Agreement, dated as of September 1, 2023, is entered into by and among Cardinal Health Funding, LLC, a Nevada limited liability company (the “Original Seller”), Cardinal Health 23 Funding, LLC, a Nevada limited liability company (the “Additional Seller,” and together with the Original Seller, the “Sellers” and each, a “Seller”), Griffin Capital, LLC, a Nevada limited liability company (“Griffin”), not in its individual capacity but solely as initial servicer (“Original Servicer”), Cardinal Health 23, LLC, a Nevada limited liability company (“CH-23”), not in its individual capacity but solely as servicer (“New Servicer,” and collectively with the Sellers and the Original Servicer (for so long as such Original Servicer acts as Permitted Sub-Servicer hereunder), the “Seller Parties” and each a “Seller Party”), the entities listed on Schedule A to this Agreement under the heading “Financial Institutions” (together with their respective successors and assigns hereunder, the “Financial Institutions”), the entities listed on Schedule A to this Agreement under the heading “LC Banks” (together with their respective successors and assigns hereunder, the “LC Banks”), the entities listed on Schedule A to this Agreement under the heading “Conduits” (together with any of their respective successors and assigns hereunder, the “Conduits”), the entities listed on Schedule A to this Agreement under the heading “Managing Agents” (together with any of their respective successors and assigns hereunder, the “Managing Agents”) and MUFG Bank, Ltd., as agent for the Purchasers and the Managing Agents hereunder or any successor agent hereunder (together with its successors and assigns hereunder, the “Agent”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.

PRELIMINARY STATEMENTS

The parties hereto (other than the Additional Seller and the New Servicer) are parties to that certain 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 (as amended, restated, supplemented or otherwise modified from time to time up to the date hereof, the “Existing Agreement”).

The Original Seller has transferred and assigned to the Purchasers pursuant to the Existing Agreement, and desires to continue to transfer and assign to the Purchasers pursuant to this Agreement Purchaser Interests from time to time.

The Additional Seller wishes to transfer and assign to the Purchasers pursuant to this Agreement Purchaser Interests from time to time.

The Sellers wish to designate and appoint the New Servicer as Servicer hereunder with respect to the Purchaser Interests sold by the Sellers.

The Sellers wish to designate and appoint the Original Servicer as a Permitted Sub-Servicer hereunder with respect to the Purchaser Interests sold by the Original Seller (collectively, the “Legacy Receivables”).

Each Conduit may, in its absolute and sole discretion, purchase the Purchaser Interests from the Sellers from time to time.

In the event that any Conduit declines to make any purchase of Purchaser Interests or if the related Purchaser Group does not include a Conduit, the applicable Related Financial Institution(s) will, at the request of the Additional Seller, for itself and/or on behalf of the Original Seller, purchase such Purchaser Interests from time to time on the terms and subject to the conditions set forth herein.

On the terms and subject to the conditions set forth herein, the LC Banks have agreed to issue Letters of Credit, and each Financial Institution has agreed to acquire risk participations in such Letters of Credit.

MUFG has been requested and is willing to act as Agent on behalf of the Purchasers and Managing Agents in accordance with the terms hereof.

The parties hereto now desire to amend and restate the Existing Agreement in its entirety to read as set forth herein.




AGREEMENT

Now therefore, in consideration of the foregoing and for other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree that, the Existing Agreement is hereby amended and restated in its entirety to read as follows:

Article I
PURCHASE ARRANGEMENTS

Section 1.1. Purchase Facility

(a) On the terms and subject to the conditions set forth herein, the Additional Seller, for itself and/or on behalf of the Original Seller, may, from time to time prior to the Amortization Date (but not more often than six times per calendar month), instruct (i) the Purchaser Groups ratably (based on the Commitments of their respective Related Financial Institutions) to make purchases of and reinvestments in Purchaser Interests, and each such purchase or reinvestment by a Purchaser Group shall be funded by (x) a Conduit (if any) in such Purchaser Group if such Conduit elects to make such purchase or reinvestment in its sole and absolute discretion (it being understood and agreed that no Conduit shall have any obligation to fund any purchase or reinvestment hereunder), or (y) by the Related Financial Institution(s) in such Purchaser Group if such Purchaser Group does not include a Conduit or if the Conduit(s) in such Purchaser Group decline(s) to make such purchase or reinvestment, or (ii) any LC Bank to issue Letters of Credit in return for Purchaser Interests, and upon each such issuance, each Financial Institution shall (and shall be deemed to) purchase a risk participation in such Letters of Credit and shall be required to make LC Participation Advances in connection with any draws under such Letters of Credit equal to such Financial Institution’s Pro Rata Share of such draws. In connection with each such purchase, reinvestment or issuance, the Sellers shall (and shall be deemed to) sell and assign the related Purchaser Interests to the Agent for the benefit of the Purchasers. Notwithstanding anything set forth in this Section 1.1(a) or otherwise herein to the contrary, under no circumstances shall any Purchaser be obligated to fund any purchase of, or reinvestment in, any Purchaser Interest or issue any Letter of Credit, as applicable, if, after giving effect thereto:

(i)    the sum of the Aggregate Capital plus the LC Exposure, would exceed the Purchase Limit;

(ii)    the LC Exposure would exceed the LC Facility Limit;

(iii)    the sum of (A) such Purchaser’s outstanding Capital, plus (B) the outstanding Capital of all other Purchasers in such Purchaser’s Purchaser Group, plus (C) such Purchaser’s Purchaser Group’s Pro Rata Share of the LC Exposure, would exceed the Purchaser Group Commitment of such Purchaser Group;

(iv)    if such Purchaser is a Financial Institution, the sum of such Financial Institution’s outstanding Capital plus such Financial Institution’s Pro Rata Share of the LC Exposure, would exceed such Financial Institution’s Commitment;

(v)    the amounts then available to be drawn under all outstanding Letters of Credit issued by any LC Bank would exceed its LC Limit; or

(vi)    the aggregate of all Purchaser Interests would exceed 100%;

provided, however, that, for the avoidance of doubt, none of the foregoing conditions shall apply to any Financial Institution’s obligation to fund LC Participation Advances hereunder. The Sellers may, subject to this clause (a) and the other requirements and conditions herein, use the proceeds of any purchase by the Purchasers hereunder to satisfy any LC Reimbursement Obligation to the LC Bank and the Financial Institutions pursuant to Section 1.8 below.

Notwithstanding anything herein to the contrary, no LC Bank shall have any obligation hereunder to issue, and shall not issue, any Letters of Credit the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any Sanctioned Country, except, in each case, to the extent such use is licensed by OFAC and otherwise authorized under applicable law or (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement.
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(b)    The Additional Seller, for itself and/or on behalf of the Original Seller, may, upon at least 10 Business Days’ notice to the Agent and each Managing Agent, terminate in whole or reduce in part, ratably among the Financial Institutions, the unused portion of the Purchase Limit (but not below the amount that would cause the Aggregate Capital plus the LC Exposure to exceed the Purchase Limit or the LC Exposure to exceed the LC Facility Limit); provided that (i) each partial reduction of the Purchase Limit shall be in an amount equal to $5,000,000 or an integral multiple thereof and (ii) in connection with each such termination or reduction of the Purchase Limit, the Financial Institutions’ respective Commitments and the Purchaser Groups’ respective Purchaser Group Commitments, in each case, shall be automatically terminated in whole or ratably reduced in part (as the case may be) by an amount (in the aggregate for all Financial Institutions and Purchaser Groups) equal to such termination or reduction in the Purchase Limit.

Section 1.2    Increases. The Additional Seller, for itself and/or on behalf of the Original Seller, will provide the Agent and each Managing Agent with notice by at least 12:00 noon (New York time) one Business Day (or, with respect to the issuance of a Letter of Credit, three Business Days) prior in a form set forth as Exhibit II hereto of each Incremental Purchase (other than an LC Reimbursement Purchase deemed requested pursuant to Section 1.8) (each such notice, a “Purchase Notice”). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested Purchase Price (which shall not be less than $1,000,000 and shall be in integral multiples of $100,000 thereafter), whether the issuance of a Letter of Credit is being requested (in which case, the Purchase Notice shall specify the applicable LC Bank and shall include the related documents and information specified in Section 1.6(a)) and date of purchase and, in the case of an Incremental Purchase to be funded by any of the Financial Institutions, the requested Discount Rate and Tranche Period. Following receipt of a Purchase Notice (other than a Purchase Notice that requests only the issuance of a Letter of Credit), each Managing Agent will promptly notify the Purchasers in its Purchaser Group of such Purchase Notice.

On the date of each Incremental Purchase (other than an LC Reimbursement Purchase deemed requested pursuant to Section 1.8, which shall be funded in accordance with such Section), subject to satisfaction of the applicable conditions set forth in Section 1.1(a), this Section 1.2 and Article VI, (i) in the case of any Incremental Purchase other than the issuance of a Letter of Credit, the Purchasers in each Purchaser Group (which may be Conduits and/or Financial Institutions, as determined in accordance with Section 1.1(a)) will deposit (or will initiate a deposit and, if requested, will provide the Sellers the related wire confirmation number) to the Facility Account, in immediately available funds, no later than 1:00 p.m. (New York time), an amount equal to such Purchaser Group’s Pro Rata Share of the aggregate Purchase Price of such Incremental Purchase, and (ii) in the case of the issuance of a Letter of Credit, such Letter of Credit shall be issued in accordance with Sections 1.5 and 1.6.

Each Purchaser’s obligations hereunder shall be several, such that the failure of any Purchaser to make available to the Sellers any funds in connection with any purchase shall not relieve any other Purchaser of its obligation, if any, hereunder to make funds available on the date of such purchase, but no Purchaser shall be responsible for the failure of any other Purchaser to make funds available in connection with any purchase.

Section 1.3    Decreases. The Additional Seller, for itself and/or on behalf of the Original Seller, will provide the Agent and each Managing Agent with prior written notice substantially in the form of Exhibit XI (a “Reduction Notice”) in conformity with the Required Notice Period of any proposed reduction of Aggregate Capital on any Settlement Date from Collections and each Managing Agent will promptly notify each Purchaser in such Managing Agent’s Purchaser Group of such Reduction Notice after such Managing Agent’s receipt thereof. Such Reduction Notice shall designate (i) the date (the “Proposed Reduction Date”) upon which any such reduction of the Aggregate Capital shall occur (which date shall give effect to the applicable Required Notice Period), and (ii) the aggregate amount by which the Aggregate Capital will be reduced (the “Aggregate Reduction”), which shall be applied to reduce the Capital of the various Purchasers ratably (based on the amount of their respective outstanding Capital). Only one (1) Reduction Notice shall be outstanding at any time. Notwithstanding the foregoing, the Aggregate Reduction will not be made if the Amortization Date shall have occurred for any reason on or prior to the Proposed Reduction Date.

Section 1.4    Payment Requirements. All amounts to be paid or deposited by any Seller Party pursuant to any provision of this Agreement or any other Transaction Documents shall be paid or deposited (or such Seller Party shall initiate a payment or deposit and, if requested, will provide the Agent or any Managing Agent the related wire confirmation number) in accordance with the terms hereof no later than 12:00 noon (New York time) on the day when due in immediately available funds, and if not received (or if such payment or deposit is not initiated) before 12:00 noon (New York time) shall be deemed to be received on the next succeeding Business Day. If such amounts are payable to a Purchaser, they shall be paid to such Purchaser by wire transfer of immediately available funds in accordance with the “Wiring Instructions” specified for such Purchaser on Schedule A or in accordance with such other wiring instructions specified by such Purchaser (or its Managing Agent) in writing to each other party hereto. If such amounts are payable to the Agent, they shall be paid to the Agent with the “Wiring Instructions” specified for the Agent on Schedule A or in accordance with such other wiring instructions specified by the
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Agent in writing to each other party hereto. All computations of Yield, per annum fees or discount calculated as part of any CP Costs, per annum fees hereunder and per annum fees under any Fee Letter shall be made on the basis of a year of 360 days (or, if calculated by reference to the Prime Rate, 365 or 366 days, as applicable) for the actual number of days elapsed. If any amount hereunder or under any other Transaction Document shall be payable on a day which is not a Business Day, such amount shall be payable on the next succeeding Business Day.

Section 1.5    Letters of Credit. Upon the request of the Additional Seller, for itself and/or on behalf of the Original Seller, pursuant to a Purchase Notice delivered in accordance with Section 1.2 and subject to all applicable terms and conditions set forth herein (including, without limitation, those conditions set forth in Section 1.1(a), Section 1.2, Section 1.6 and Article VI), the applicable LC Bank shall issue or cause the issuance of Letters of Credit on behalf of the Sellers or their assignees or subassignees (and, if applicable, on behalf of, or for the account of, the Performance Guarantor, an Originator or an Affiliate of an Originator in favor of such beneficiaries as the Performance Guarantor, such Originator or such Affiliate may elect). For the avoidance of doubt, Yield shall accrue on all amounts drawn under Letters of Credit for each day on and after the applicable LC Reimbursement Date so long as such drawn amounts shall have not been reimbursed to the applicable LC Bank pursuant to the terms hereof.

Section 1.6     Issuance of Letters of Credit; Participations.

(a)    In accordance with Section 1.2, the Additional Seller, for itself and/or on behalf of the Original Seller, may from time to time request that an LC Bank issue a Letter of Credit by completing and delivering to the Agent and such LC Bank a Purchase Notice together with (i) a Letter of Credit Application completed to the satisfaction of the Agent and such LC Bank, and (ii) such other certificates, documents and other papers and information as the Agent and such LC Bank may reasonably request. The Additional Seller, for itself and/or on behalf of the Original Seller, will also have the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the LC Bank upon any amendment, extension or renewal of any Letter of Credit.

(b)    Each Letter of Credit will, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after the date of issuance, extension or renewal, as the case may be, of such Letter of Credit and in no event later than twelve (12) months after the Scheduled Facility Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “LC Expiry Notice Date”) prior to the applicable expiry date, the applicable LC Bank delivers written notice to the Sellers and the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the Scheduled Facility Termination Date or (y) the applicable LC Bank determines that any condition precedent (including, without limitation, those set forth in Section 1.1(a) or Exhibit VI) to issuing such Letter of Credit hereunder (as if such Letter of Credit were then being first issued) is not satisfied (other than any such condition requiring the Sellers to submit a Purchase Notice or Letter of Credit Application in respect thereof), then such LC Bank, in the case of clause (x) above, may (or, at the written direction of any Financial Institution, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Sellers and the beneficiary of such Letter of Credit in writing prior to the LC Expiry Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the applicable LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by such LC Bank, as determined by such LC Bank.

(c)    Immediately upon the issuance by an LC Bank of any Letter of Credit (or any amendment to a Letter of Credit increasing the amount thereof), such LC Bank shall be deemed to have sold and transferred to each Financial Institution, and each Financial Institution shall be deemed irrevocably and unconditionally to have purchased and received from such LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Financial Institution’s Pro Rata Share, in such Letter of Credit, each drawing made thereunder and the obligations of the Sellers hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Pro Rata Shares of the Financial Institutions pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 1.6 (c) to reflect the new Pro Rata Shares of the assignor and assignee Financial Institutions or of all Financial Institutions with Commitments, as the case may be. In the event that an LC Bank makes any payment under any Letter of Credit
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and the Sellers shall not have reimbursed such amount in full to such LC Bank pursuant to Section 1.8(a) or 1.8(b), each Financial Institution that has not made an LC Reimbursement Purchase in accordance with Section 1.8(b) will be obligated to make LC Participation Advances with respect to such Letter of Credit in accordance with Section 1.8(c).

Section 1.7    Requirements For Issuance of Letters of Credit. The Sellers shall authorize and direct the LC Bank to name the Sellers, the Performance Guarantor, an Originator or an Affiliate of an Originator as the “Applicant” or “Account Party” of each Letter of Credit.

Section 1.8     Disbursements, Reimbursement.

(a)    In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable LC Bank will promptly notify the Agent who will notify the Sellers and each Managing Agent of such request, and the applicable LC Bank will honor such drawing if and when required pursuant to the terms of the applicable Letter of Credit (the date on which an LC Bank honors a drawing on a Letter of Credit, the “Honor Date”). The Sellers shall reimburse (such obligation to reimburse the LC Bank, the “LC Reimbursement Obligation”) the LC Bank (i) if the Sellers shall have received notice of such drawing prior to 10:00 a.m. (New York time) on any Business Day, by no later than 2:00 p.m. (New York time) on such Business Day or (ii) otherwise, by noon (New York time) on the Business Day immediately following the day that the Sellers receive such notice (each such date for reimbursement, an “LC Reimbursement Date”) in an amount equal to the amount so paid by such LC Bank; provided, however, that recourse to the Sellers for the LC Reimbursement Obligation shall be limited to the Collateral and all of the other rights, interests and assets from time to time owned by the Sellers (including all rights and interests of the Sellers under or in connection with the Transaction Documents). For the avoidance of doubt, no Cardinal Entity (other than the Sellers) or any other account party on a Letter of Credit (unless such account party is a Seller) shall have any obligation to reimburse the LC Bank or any other Person for a drawing under a Letter of Credit or shall otherwise be required to fund or perform the LC Reimbursement Obligation hereunder on behalf of the Sellers or otherwise.

(b)    Upon receipt of a notice of a drawing under a Letter of Credit pursuant to clause (a) above, unless the Sellers shall have already satisfied the LC Reimbursement Obligation from its own funds, (i) the Sellers will be deemed (without further action or notice) to have requested that an Incremental Purchase (each such Incremental Purchase, an “LC Reimbursement Purchase”) be made on the applicable LC Reimbursement Date in an amount equal to such LC Reimbursement Obligation, (ii) the Agent will notify each Managing Agent of such requested LC Reimbursement Purchase and (iii) interest shall accrue and be owing by the Sellers to the LC Bank on such amount so paid by such LC Bank between such Honor Date and the LC Reimbursement Date at a rate per annum equal to the Discount Rate at such time; provided, however, that recourse to the Sellers for such interest payment obligations shall be limited to the Collateral and all of the other rights, interests and assets from time to time owned by the Sellers (including all rights and interests of the Sellers under or in connection with the Transaction Documents). Subject to satisfaction of the conditions set forth in Section 1.1(a) and Article VI, an LC Reimbursement Purchase will be made on the LC Reimbursement Date by the Purchasers in each Purchaser Group (which may be Conduits and/or Financial Institutions, as determined in accordance with Section 1.1(a) by delivering their respective Pro Rata Shares of such LC Reimbursement Purchase (or, in the case of a Defaulting Financial Institution, by the Agent using funds in the LC Collateral Account, if available, to fund such Defaulting Financial Institution’s Pro Rata Share of the LC Reimbursement Purchase) directly to the applicable LC Bank on behalf of the Sellers in respect of the Sellers’ LC Reimbursement Obligation. In the event an LC Bank is not reimbursed for the full amount of any drawing under any Letter of Credit by the applicable time on any LC Reimbursement Date (including, without limitation, because the conditions precedent to an LC Reimbursement Purchase deemed to have been requested by the Sellers pursuant to this Section are not satisfied), such LC Bank will promptly notify the Agent who will promptly notify each Financial Institution (or its Managing Agent) thereof (which notice may be delivered in writing, orally or by e-mail).

(c)    Upon its (or its Managing Agent’s) receipt of any notice (including, without limitation, oral notice) pursuant to Section 1.8(b) that an LC Bank has not been reimbursed for the full amount of any drawing under any Letter of Credit by the applicable time on the applicable LC Reimbursement Date, each Financial Institution shall make available to such LC Bank an amount in immediately available funds equal to its Pro Rata Share of the amount of the drawing (an “LC Participation Advance”). For the avoidance of doubt, each Financial Institutions obligation under this clause (c) shall be binding upon such Financial Institution notwithstanding the limitation on recourse to the Sellers set forth in Section 1.8(a). If any Financial Institution so notified fails to make available to the applicable LC Bank the amount of such Financial Institution’s Pro Rata Share of such amount by 4:00 p.m. (New York time) on the LC Reimbursement Date, then interest shall accrue on such Financial Institution’s obligation to make such payment, from the LC Reimbursement Date to the date on which such Financial Institution makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the LC Reimbursement Date and (ii) at a rate per annum equal to the Prime Rate on and after the fourth day following the LC Reimbursement Date.
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Each Financial Institution’s Commitment to make LC Participation Advances to the LC Banks in respect of participation interests acquired by it pursuant to Section 1.6(c) shall survive and continue (notwithstanding the occurrence of the Amortization Date or any other termination of the purchase facility evidenced by this Agreement) until the last to occur of the following events: (i) the applicable LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder, (ii) no Letter of Credit issued hereunder remains outstanding and un-cancelled or (iii) all Persons (other than the Sellers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Section 1.9    Repayment of LC Participation Advances.

(a)    Upon receipt by an LC Bank for its account of immediately available funds from or for an account of the Sellers (i) in reimbursement of any payment made by such LC Bank under a Letter of Credit with respect to which any Financial Institution has made an LC Participation Advance to such LC Bank, or (ii) in payment of Yield on the LC Reimbursement Purchases made or deemed to have been requested in connection with any such draw, such LC Bank will pay to each Financial Institution, ratably (based on the outstanding drawn amounts funded by each Financial Institution in respect of such Letter of Credit), in the same funds as those received by the LC Bank.

(b)    If an LC Bank is required at any time to return to the Sellers, or to a trustee, receiver, liquidator, custodian, or any official in any insolvency proceeding, any portion of the payments made by the Sellers to such LC Bank pursuant to this Agreement in reimbursement of a payment made under a Letter of Credit or interest or fee thereon, each Financial Institution shall, on demand of the LC Bank, forthwith return to such LC Bank the amount of its Pro Rata Share of any amounts so returned by such LC Bank (including any interest on such amounts owing by such LC Bank to the Sellers, or to a trustee, receiver, liquidator, custodian, or any official in any insolvency proceeding) plus interest at the Federal Funds Rate, from the date the payment was returned by such LC Bank through, but not including, the date the payment is returned by such Financial Institution.

(c)    If any Letters of Credit are outstanding and undrawn on the Amortization Date, the LC Collateral Account shall be funded from Collections (or, in the Sellers’ sole discretion, by other funds available to the Sellers) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the applicable LC Bank, the “LC Fee Expectation”).

(d)    Funds in the LC Collateral Account will be used to reimburse the LC Banks and (to the extent they have unreimbursed LC Participation Advances) the Financial Institutions for fees related to the Letters of Credit and for any draws on the Letters of Credit and LC Participation Advances which have not been reimbursed by the Sellers or repaid from Collections. On each Settlement Date funds (if any) then on deposit in the LC Collateral Account shall be released to the Servicer for application as Collections in accordance with Article II to the extent that, after giving effect to such release and all distributions of Collections and any Purchases on such Settlement Date, (i) the Purchaser Interest will not exceed 100%, and (ii) only if the Amortization Date has occurred, the amount of the funds on deposit in the LC Collateral Account will not be less than 100% of the LC Exposure at such time, plus the amount of the LC Fee Expectation at such time. Any funds on deposit in the LC Collateral Account after all Letters of Credit have expired, all draws on the Letters of Credit have been reimbursed, all LC Participation Advances have been repaid, all fees due with respect to the Letters of Credit have been paid in full, and the Amortization Date has occurred, shall be applied as Collections in accordance with Article II.

Section 1.10    Documentation. The Sellers agree to be bound by the terms of each Letter of Credit Application and by the applicable LC Bank’s reasonable interpretations of any Letter of Credit issued hereunder and by each LC Bank’s written regulations and customary practices relating to letters of credit, though the LC Bank’s reasonable interpretation of such regulations and practices may be different from the Sellers’ own. In the event of a conflict between the Letter of Credit Application and this Agreement, this Agreement shall govern. It is understood and agreed that, except in the case of gross negligence or willful misconduct by an LC Bank, such LC Bank shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following the Sellers’ or the account party’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto.

Section 1.11    Determination to Honor Drawing Request. In determining whether to honor any request for drawing under any Letter of Credit by the beneficiary thereof, an LC Bank shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit and that any other drawing condition appearing on the face of such Letter of Credit has been satisfied in the manner so set forth.


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Section 1.12     Nature of LC Participations and LC Reimbursement Obligations. Each Financial Institution’s obligation in accordance with this Agreement to make LC Participation Advances as a result of a drawing under a Letter of Credit, and the obligations of the Sellers to reimburse the applicable LC Bank upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Article I under all circumstances, including the following circumstances:

(i)    any set-off, counterclaim, recoupment, defense or other right which such Financial Institution may have against any LC Bank, the Agent, any Managing Agent, any Purchaser, any Seller Party or any other Person for any reason whatsoever;

(ii)    the failure of any Seller Party or any other Person to comply with the conditions set forth in this Agreement for the making of a purchase, reinvestments, requests for Letters of Credit or otherwise, it being acknowledged that such conditions are not required for the making of LC Participation Advances hereunder;

(iii)    any lack of validity or enforceability of any Letter of Credit or any set-off, counterclaim, recoupment, defense or other right which any Seller Party, the Originator or any Affiliate thereof on behalf of which a Letter of Credit has been issued may have against any LC Bank, the Agent, any Managing Agent, any Purchaser, any Seller Party or any other Person for any reason whatsoever;

(iv)    any claim of breach of warranty that might be made by any Seller Party, any LC Bank, any Financial Institution, any other Purchaser, the Agent, any Managing Agent or any other Person against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, defense or other right which any Seller Party, any LC Bank, any Financial Institution, any other Purchaser, the Agent, any Managing Agent or any other Person may have at any time against a beneficiary, any successor beneficiary or any transferee of any Letter of Credit or the proceeds thereof (or any Persons for whom any such transferee may be acting), any LC Bank, any Financial Institution, the Agent, any Purchaser or any Managing Agent or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Seller Party or any Affiliate of any Seller Party and the beneficiary for which any Letter of Credit was procured);

(v)    the lack of power or authority of any signer of, or lack of validity, sufficiency, accuracy, enforceability or genuineness of, any draft, demand, instrument, certificate or other document presented under any Letter of Credit, or any such draft, demand, instrument, certificate or other document proving to be forged, fraudulent, invalid, defective or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, even if the Agent, any LC Bank, any Financial Institution, any Managing Agent, any Purchaser or any Seller Party has been notified thereof;

(vi)    payment by an LC Bank under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit other than as a result of the gross negligence or willful misconduct of such LC Bank;

(vii)    the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit;

(viii)    any failure by an LC Bank or any of its Affiliates to issue any Letter of Credit in the form requested by the Additional Seller, for itself and/or on behalf of the Original Seller, unless such LC Bank has received written notice from the Additional Seller of such failure within three Business Days after the LC Bank shall have furnished the Additional Seller, for itself and/or on behalf of the Original Seller, a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice;

(ix)    any Material Adverse Effect;

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(x)    any breach of this Agreement or any other Transaction Document by any party thereto;

(xi)    the bankruptcy or insolvency of any Seller Party, the Originator or any Affiliate of the foregoing;

(xii)    the fact that an Amortization Event or a Potential Amortization Event shall have occurred and be continuing;

(xiii)    the fact that this Agreement, any other Transaction Document or the obligations of any Seller Party hereunder or thereunder shall have been terminated; and

(xiv)    any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Section 1.13    Liability for Acts and Omissions. As between the Sellers, on the one hand, and the Agent, the LC Banks, the Financial Institutions, the Managing Agents and the Purchasers, on the other, the Sellers assume all risks of the acts and omissions of, or misuse of any Letter of Credit by, the respective beneficiaries of such Letter of Credit. In furtherance and not in limitation of the foregoing, none of the Agent, the LC Banks, the Financial Institutions, the Managing Agents or the Purchasers shall be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if any LC Bank or any Financial Institution shall have been notified thereof); (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of the Sellers against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among the Sellers and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, electronic mail, cable, telegraph, telex, facsimile or otherwise, whether or not they be encrypted; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Agent, the LC Banks, the Financial Institutions, the Managing Agents and the Purchasers, including any governmental acts, and none of the above shall affect or impair, or prevent the vesting of, any of any LC Bank’s rights or powers hereunder. Nothing in the preceding sentence shall relieve any LC Bank from liability for its gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, in connection with actions or omissions described in such clauses (i) through (viii) of such sentence. In no event shall the Agent, the LC Banks, the Financial Institutions, the Managing Agents or the Purchasers or their respective Affiliates, be liable to any Seller Party or any other Person for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit.

Without limiting the generality of the foregoing, the Agent, the LC Banks, the Financial Institutions, the Managing Agents and the Purchasers and each of its Affiliates (i) may rely on any written communication believed in good faith by such Person to have been authorized or given by or on behalf of the applicant for a Letter of Credit; (ii) may honor any presentation if the documents presented appear on their face to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the applicable LC Bank or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the Agent, the LC Banks, the Financial Institutions, the Managing Agents or the Purchasers or their respective Affiliates, in any way related to any order issued at the applicant’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and may honor any drawing in connection with any Letter of Credit that is the subject of such Order, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit.
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In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by any LC Bank under or in connection with any Letter of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, shall not put such LC Bank under any resulting liability to any Seller Party, the Agent, any Financial Institution, any other Purchaser, any Managing Agent or any other Person.

Section 1.14    Defaulting Financial Institutions.

(a)    If any Financial Institution becomes a Defaulting Financial Institution at any time when there are undrawn Letters of Credit outstanding, then such Defaulting Financial Institution shall (i) within two (2) Business Days following notice by any LC Bank, cash collateralize for the benefit of the LC Banks a portion of the amount of the then outstanding Letters of Credit equal to such Defaulting Financial Institution’s Pro Rata Share of the undrawn stated amount of outstanding Letters of Credit by depositing such amount into the Defaulting Financial Institution Account, and (ii) maintain funds in the Defaulting Financial Institution Account to cash collateralize such Defaulting Financial Institution’s Pro Rata Share of the undrawn stated amount of outstanding Letters of Credit. The Agent shall apply funds deposited into the Defaulting Financial Institution Account to satisfy a Defaulting Financial Institution’s obligation to fund its portion of an LC Participation Advance required to be made by such Defaulting Financial Institution.

(b)    No amount payable by the Sellers for the account of a Defaulting Financial Institution (whether on account of Capital, Yield, fees, indemnity payments or other amounts) shall be paid or distributed to such Defaulting Financial Institution (or its Managing Agent), but instead shall be deposited to the Defaulting Financial Institution Account until the amount therein is equal to the amount of such Defaulting Financial Institution’s Pro Rata Share of the stated amount of the undrawn Letters of Credit that is not cash collateralized, and to the extent of any remaining amounts, to pay to such Defaulting Financial Institution amounts owed to it.

(c)    Any funds on deposit in the Defaulting Financial Institution Account after all Letters of Credit have expired, all draws on the Letters of Credit have been reimbursed, all LC Participation Advances have been repaid, all fees due with respect to the Letters of Credit have been paid in full, and the Amortization Date has occurred, shall be applied as Collections in accordance with Article II.

(d)    No Defaulting Financial Institution shall have any right to approve or disapprove any amendment, waiver or consent under this Agreement (and any amendment, waiver or consent which by its terms requires the consent of all Financial Institutions or each affected Financial Institution may be effected with the consent of the applicable Financial Institutions other than Defaulting Financial Institutions), except that (x) the Commitment of any Defaulting Financial Institution may not be increased or extended without the consent of such Financial Institution and (y) any waiver, amendment or modification requiring the consent of all Financial Institutions or each affected Financial Institution that by its terms affects any Defaulting Financial Institution more adversely than other affected Financial Institutions shall require the consent of such Defaulting Financial Institution.

ARTICLE II

PAYMENTS AND COLLECTIONS

Section 2.1    Payments. Notwithstanding any limitation on recourse contained in this Agreement, the Sellers will immediately pay to the Agent or relevant Purchaser or Purchasers, as applicable, when due, for the account of the Agent or the relevant Purchaser or Purchasers on a full recourse basis, (i) such fees as set forth in each Fee Letter, (ii) all CP Costs, (iii) all amounts payable as Yield, (iv) all amounts payable as Deemed Collections (which shall be due and payable by the Sellers and applied to reduce the outstanding Aggregate Capital or the LC Adjusted Exposure in accordance with Sections 2.2 and 2.3 hereof), (v) all amounts payable, if required, pursuant to Section 2.6, (vi) all amounts payable pursuant to Article X, if any, (vii) all Servicer costs and expenses, including the Servicing Fee, in connection with servicing, administering and collecting the Receivables, and (viii) all Default Fees (collectively, the “Obligations”). If any Person fails to pay any of the Obligations when due, such Person agrees to pay, on demand, the Default Fee in respect thereof until paid. Notwithstanding the foregoing, no provision of this Agreement or any Fee Letter shall require the payment or permit the collection of any amounts hereunder in excess of the maximum permitted by applicable law. If at any time the Sellers receive any Collections or are deemed to receive any Collections, the Sellers will immediately pay such Collections or Deemed Collections to the Servicer for application in accordance with the terms and conditions hereof and, at all times prior to such payment, such Collections shall be held in trust by the Sellers for the exclusive benefit of the Purchasers and the Agent.

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Section 2.2    Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers 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 and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers hereby request and, subject to Section 6.2, the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if any) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if any), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction).

On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or the applicable Purchaser’s account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority (if not previously paid in accordance with Section 2.1):

first, to reduce unpaid Obligations,

second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any), applied ratably to each Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage,

third, if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds to the LC Collateral Account, in each case, to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and

fourth, the balance, if any, to Sellers on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9.

Prior to the occurrence of the Amortization Date, each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution Termination Date, until such Terminating Financial Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution Termination Date. Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.

Section 2.3    Collections Following Amortization. On the Amortization Date and on each day thereafter, the Servicer will set aside and hold in trust, for the holder of each Purchaser Interest, (a) the percentage evidenced by such Purchaser Interest of all Collections and Deemed Collections received on such day, (b) to the extent not set aside and held in trust pursuant to the immediately preceding clause (a), an additional amount for payment to the LC Collateral Account equal to the sum of (i) an amount necessary to reduce the LC Adjusted Exposure to zero and (ii) an amount equal to the LC Fee Expectation at such time, (c) an additional amount of Collections and Deemed Collections for the payment of any Aggregate Unpaids owed by Sellers and not previously paid by Sellers in accordance with Section 2.1 and (d) to the extent not set aside and held in trust pursuant to the immediately preceding clause (c), an additional amount for the payment of any amounts payable pursuant to Article X owed by Sellers and not previously paid by Sellers in accordance with Section 2.1. On and after the Amortization Date, the Servicer will, at any time upon the request from time to time by (or pursuant to standing instructions from) the Agent (i) remit to the Agent’s or applicable Purchaser’s account (or in the case of amounts applied in reduction of the LC
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Adjusted Exposure, to the LC Collateral Account) the amounts set aside pursuant to the preceding sentence, and (ii) apply such amounts to reduce the Capital associated with each such Purchaser Interest, the LC Adjusted Exposure and any other Aggregate Unpaids.

Section 2.4    Application of Collections. If the amount of funds held in trust by the Servicer are not sufficient to pay in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer will distribute such funds in the following order of priority:

first, to the payment of the Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Sellers or one of their Affiliates is not then acting as the Servicer,

second, to the reimbursement of the Agent’s, the Purchasers’ and the Managing Agents’ costs of collection and enforcement of this Agreement,

third, ratably to the payment of all accrued and unpaid fees under any Fee Letter, CP Costs and Yield,

fourth, to the ratable reduction of Aggregate Capital (without regard to any Termination Percentage) until reduced to zero,

fifth, to the LC Collateral Account (i) the amount necessary to reduce the LC Adjusted Exposure to zero and (ii) an amount equal to the LC Fee Expectation at such time,

sixth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Sellers or one of their Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, and

seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to Sellers.

Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Section 2.5    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. Sellers will remain obligated for the amount of any payment or application so rescinded, returned or refunded, and will promptly pay to the Agent or applicable Managing Agent(s) (for application to the Person or Persons who suffered such rescission, return or refund) the full amount thereof, plus the Default Fee from the date of any such rescission, return or refunding.

Section 2.6    Maximum Purchaser Interests. Sellers shall ensure that the Purchaser Interests of the Purchasers shall at no time exceed in the aggregate 100%. If the aggregate of the Purchaser Interests of the Purchasers exceeds 100%, Sellers will pay to the Purchasers (ratably based on the ratio of each Purchaser’s Capital at such time to the Aggregate Capital at such time) and/or, to the extent the LC Adjusted Exposure is greater than zero, shall deposit to the LC Collateral Account, in either case, within one (1) Business Day, an amount or amounts to be applied to reduce the Aggregate Capital or to reduce the LC Adjusted Exposure (as the case may be), such that after giving effect to such payment and/or deposit the aggregate of the Purchaser Interests equals or is less than 100%.

Section 2.7    Clean Up Call. In addition to Sellers’ rights pursuant to Section 1.3, Sellers shall have the right (after providing written notice to the Agent and each Managing Agent in accordance with the Required Notice Period), at any time when the sum of the Aggregate Capital plus the LC Adjusted Exposure is less than an amount equal to 10.0% of the maximum sum of the Aggregate Capital plus the LC Adjusted Exposure at any time since November 19, 2007, to repurchase from the Purchasers all, but not less than all, of the then outstanding Purchaser Interests. 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. Such repurchase shall be without representation, warranty or recourse of any kind by, on the part of, or against any Purchaser, any Managing Agent or the Agent.
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Section 2.8    Demand for Payment of Demand Loans. At any time when any Seller Party is required to make any payment hereunder and such Seller Party does not have sufficient funds to make such payment, the Sellers shall demand payment of the Demand Loans (or such portion of the Demand Loans as would be sufficient to make such payment) and remit the amount received as a result of such demand to the Servicer, the Purchasers or the Agent (as applicable) for disposition as provided herein.

Section 2.9    Allocation between Sellers. Notwithstanding any other provision to the contrary herein or in any other Transaction Document, all funds to be attributed, remitted, credited or otherwise distributed to the Sellers (in each case, a “Distribution”) shall be allocated between the Sellers in accordance with the allocation to be provided by the Servicer prior to the time of such Distribution.

ARTICLE III

CONDUIT FUNDING

Section 3.1    CP Costs. The Sellers will pay CP Costs with respect to the Capital associated with each Purchaser Interest of the Conduits for each day that any Capital in respect of any such Purchaser Interest is outstanding.

Section 3.2    CP Costs Payments. On each Settlement Date, the Sellers will pay to each Conduit an aggregate amount equal to all accrued and unpaid CP Costs in respect of the Capital associated with all Purchaser Interests of such Conduit for the immediately preceding Accrual Period in accordance with Article II.

Section 3.3    Calculation of CP Costs. On each Determination Date, each Conduit will calculate the aggregate amount of its CP Costs for the applicable Accrual Period and will notify the Sellers of such aggregate amount.


Article IV

FINANCIAL INSTITUTION FUNDING

Section 4.1    Financial Institution Funding

(a)    Each Purchaser Interest of the Financial Institutions shall accrue Yield for each day during its Tranche Period at either Adjusted Daily One Month Term SOFR or the Base Rate in accordance with the terms and conditions hereof. Until the Sellers give notice to the Agent and the applicable Managing Agent(s) of another Discount Rate in accordance with Section 4.4, the initial Discount Rate for any Purchaser Interest transferred to the Financial Institutions pursuant to the terms and conditions hereof shall be the Base Rate. If any Purchaser Interest of any Conduit is assigned or transferred to, or funded by, any Related Financial Institution of such Conduit pursuant to any Funding Agreement or to or by any other Person, each such Purchaser Interest so assigned, transferred or funded shall each be deemed to have a new Tranche Period commencing on the date of any such transfer or funding and shall accrue Yield for each day during its Tranche Period at either Adjusted Daily One Month Term SOFR or the Base Rate in accordance with the terms and conditions hereof as if each such Purchaser Interest was held by a Financial Institution, and with respect to each such Purchaser Interest, the assignee or transferee thereof or lender with respect thereto shall be deemed to be a Financial Institution in the transferring Conduit’s Purchaser Group solely for the purposes of Sections 4.1, 4.2, 4.3, 4.4 and 4.5.

(b)    In connection with the use or administration of Daily One Month Term SOFR, the Agent will have the right to make Conforming Changes in consultation with the Sellers 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 following such consultation with the Sellers without any further action or consent of any other party to this Agreement or any other Transaction Document. The Agent will promptly notify the Sellers and the Managing Agents of the effectiveness of any Conforming Changes in connection with the use or administration of Daily One Month Term SOFR.

Section 4.2    Calculation of Yield; Yield Payments. On each Determination Date, each Financial Institution shall notify the Agent or its Managing Agent, as applicable (and the Agent and Managing Agents shall promptly notify Sellers), of the aggregate amount of accrued and unpaid Yield owing in respect of such Financial Institution’s Purchaser Interests which is to be paid on the next occurring Settlement Date. On the Settlement Date for each Purchaser Interest of the Financial Institutions, Sellers will pay to each Financial Institution an aggregate amount equal to all accrued and unpaid Yield for the entire Tranche Period of each Purchaser Interest funded by such Financial Institution in accordance with Article II.
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Section 4.3    [Reserved]
.
Section 4.4    Financial Institution Discount Rates. Sellers may select Adjusted Daily One Month Term SOFR or the Base Rate for each Purchaser Interest of the Financial Institutions. Until Sellers give notice to the Agent or the applicable Managing Agent of another Discount Rate, the initial Discount Rate for any Purchaser Interest transferred to the Financial Institutions pursuant to the terms and conditions hereof (or assigned or transferred to, or funded by, any Related Financial Institution pursuant to any Funding Agreement or to or by any other Person) shall be the Base Rate.

Section 4.5     [Reserved]
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Section 4.6    Extension of Scheduled Facility Termination Date

(a)    Sellers may request one or more 364-day extensions of the Scheduled Facility Termination Date then in effect by giving written notice of such request to the Agent (each such notice an “Extension Notice”) at least 60 days prior to the Scheduled Facility Termination Date then in effect. After the Agent’s receipt of any Extension Notice, the Agent shall promptly advise each Financial Institution of such Extension Notice. Each Financial Institution may, in its sole discretion, by a revocable notice (a “Consent Notice”) given to the Agent on or prior to the 30th day prior to the Scheduled Facility Termination Date then in effect (such period from the date of the Extension Notice to such 30th day being referred to herein as the “Consent Period”), consent to such extension of such Scheduled Facility Termination Date; provided, however, that, except as provided in Section 4.6(b), such extension shall not be effective with respect to any of the Financial Institutions if any one or more Financial Institutions: (i) notifies the Agent during the Consent Period that such Financial Institution either does not wish to consent to such extension or wishes to revoke its prior Consent Notice or (ii) fails to respond to the Agent within the Consent Period (each Financial Institution that does not wish to consent to such extension or wishes to revoke its prior Consent Notice or fails to respond to the Agent within the Consent Period is herein referred to as a “Non-Renewing Financial Institution”). If none of the events described in the foregoing clauses (i) or (ii) occurs during the Consent Period and all Consent Notices have been received, then, the Scheduled Facility Termination Date shall be irrevocably extended until the date that is 364 days after the Scheduled Facility Termination Date then in effect. The Agent shall promptly notify Sellers of any Consent Notice or other notice received by the Agent pursuant to this Section 4.6(a).

(b)    Upon receipt of notice from the Agent pursuant to Section 4.6(a) of any Non-Renewing Financial Institution or that the Scheduled Facility Termination Date has not been extended, one or more of the Financial Institutions (including any Non-Renewing Financial Institution) may proffer to the Agent the names of one or more institutions meeting the criteria set forth in Section 12.1(b)(i) that are willing to accept assignments of and assume the rights and obligations under this Agreement and the other applicable Transaction Documents of the Non-Renewing Financial Institution and of the Conduit(s) (if any) in its Purchaser Group. Provided the proffered name(s) are acceptable to the Agent and the LC Banks (in their sole discretion), the Agent shall notify the remaining Financial Institutions of such fact, and, subject to clause (d) below, the then existing Scheduled Facility Termination Date shall be extended for an additional 364 days upon satisfaction of the conditions for an assignment in accordance with Section 12.1 and the Commitment of each Non-Renewing Financial Institution shall be reduced to zero. If the rights and obligations under this Agreement and the other applicable Transaction Documents of each Non-Renewing Financial Institution and of the Conduit(s) (if any) in each of their Purchaser Groups are not assigned as contemplated by this Section 4.6(b) (each such Non-Renewing Financial Institution whose (or whose related Conduit’s) rights and obligations under this Agreement and the other applicable Transaction Documents are not so assigned is herein referred to as a “Terminating Financial Institution”) and at least one Financial Institution is not a Non-Renewing Financial Institution, the then existing Scheduled Facility Termination Date shall be extended for an additional 364 days; provided, however, that (i) the Purchase Limit shall be reduced on the Financial Institution Termination Date applicable to each Terminating Financial Institution by an aggregate amount equal to the Terminating Commitment Availability of each Terminating Financial Institution as of such date and shall thereafter continue to be reduced by amounts equal to any reduction in the Capital of any Terminating Financial Institution (after application of Collections pursuant to Sections 2.2 and 2.3), (ii) the Purchaser Group Commitment of each Purchaser Group shall be reduced by the aggregate amount of the Terminating Commitment Amount of each Terminating Financial Institution in such Purchaser Group and (iii) the Commitment of each Terminating Financial Institution shall be reduced to zero on the Financial Institution Termination Date applicable to such Terminating Financial Institution. Subject to clause (d) below, upon reduction to zero of all of the Purchaser Interests of a Terminating Financial Institution and of its related Conduit(s) (is any) (after application of Collections thereto pursuant to Sections 2.2 and 2.3) and payment in full of all other amounts required to be paid to such Terminating Financial Institution and such Conduit(s) (if any) hereunder, all rights and obligations of such Terminating Financial Institution and such Conduit(s) (if any) hereunder shall be terminated and such Terminating Financial Institution and each such Conduit (if any) shall no longer be a “Financial Institution” or a “Conduit”, as applicable; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to Purchaser Interests held by such Financial Institution and any such Conduit prior to its termination as a Financial Institution or Conduit, as applicable.
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(c)    Any requested extension may be approved or disapproved by a Financial Institution in its sole discretion. In the event that the Commitments are not extended in accordance with the provisions of this Section 4.6, the Commitment of each Financial Institution (other than its commitment to make LC Participation Advances hereunder) shall be reduced to zero on the Scheduled Facility Termination Date. Upon reduction to zero of the Commitment of a Financial Institution, reduction of the LC Exposure to zero, reduction to zero of the Capital of all of the Purchaser Interests of such Financial Institution and of each Conduit (if any) in its Purchaser Group and payment in full of all other amounts required to be paid to such Financial Institution and any such Conduit hereunder all rights and obligations of such Financial Institution and any such Conduit hereunder shall be terminated and such Financial Institution and any such Conduit shall no longer be a “Financial Institution” or “Conduit”, as applicable; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to Purchaser Interests held by such Financial Institution and any such Conduit prior to its termination as a Financial Institution or Conduit, as applicable.

(d)    Notwithstanding the foregoing, no extension of the Scheduled Facility Termination Date pursuant to Section 4.6(b) shall occur at any time when the LC Exposure is greater than zero unless each LC Bank has consented in writing to such extension, which consents may be granted or withheld in each LC Bank’s sole discretion.

Section 4.7    Inability to Determine Rates; Change in Legality.

(a)    Subject to Section 4.8, if, on any day with respect to any Daily One Month Term SOFR Capital:

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

(ii)    the Required Financial Institutions determine that for any reason in connection with any request for a Daily One Month Term SOFR Capital 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 Capital does not adequately and fairly reflect the cost to the applicable Purchasers of funding such Purchase, and the Required Financial Institutions have provided notice of such determination to the Agent,

the Agent will promptly so notify the Sellers and each Purchaser.

Upon notice thereof by the Agent to the Sellers, any obligation of the Purchasers to make Daily One Month Term SOFR Capital, and any right of the Sellers to continue Daily One Month Term SOFR Capital or to convert Base Rate Capital to Daily One Month Term SOFR Capital, shall be suspended (to the extent of the affected Daily One Month Term SOFR Capital) until the Agent (with respect to clause (ii), at the instruction of the Required Financial Institutions) revokes such notice. Upon receipt of such notice, (i) the Additional Seller, for itself and/or on behalf of the Original Seller, may revoke any pending request for a Purchase of, conversion to or continuation of Daily One Month Term SOFR Capital (to the extent of the affected Daily One Month Term SOFR Capital) or, failing that, the Sellers will be deemed to have converted any such request into a request for a Purchase of or conversion to Base Rate Capital in the amount specified therein and (ii) any outstanding affected Daily One Month Term SOFR Capital will be deemed to have been converted into Base Rate Capital on such day. Upon any such conversion, the Sellers shall also pay accrued interest on the amount so converted. Subject to Section 4.8, if the Agent determines (which determination shall be conclusive and binding absent manifest error) that the “Term SOFR Reference Rate” or “Daily One Month Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Capital shall be determined by the Agent without reference to clause (b) of the definition of “Base Rate” until the Agent revokes such determination.

(b)    If any Purchaser determines that any change in Law has made it unlawful, or that any Governmental Authority 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 Sellers (through the Agent), (a) any obligation of the Purchasers to make Daily One Month Term SOFR Capital, and any right of the Sellers to continue Daily One Month Term SOFR Capital or to convert Base Rate Capital to Daily One Month Term SOFR Capital, shall be suspended, and (b) the interest rate on which Base Rate Capital shall, if necessary to avoid such illegality, be determined by the Agent without reference to clause (b) of the definition of “Base Rate”, in each case until such Purchaser notifies the Agent and the Sellers that the circumstances giving rise
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to such determination no longer exist. Upon receipt of such notice, (i) the Sellers shall, if necessary to avoid such illegality, upon demand from any Purchaser (with a copy to the Agent), prepay or, if applicable, convert all Daily One Month Term SOFR Capital to Base Rate Capital (the interest rate on which Base Rate Capital of such Purchaser shall, if necessary to avoid such illegality, be determined by the Agent without reference to clause (b) of the definition of “Base Rate”) immediately, and (ii) if necessary to avoid such illegality, the Agent shall during the period of such suspension compute the Base Rate without reference to clause (b) of the definition of “Base Rate,” in each case until the Agent 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, or Daily One Month Term SOFR. Upon any such prepayment or conversion, the Sellers shall also pay accrued interest on the amount so prepaid or converted.

Section 4.8    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 Agent and the Sellers 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 Agent has posted such proposed amendment to all affected Purchasers and the Sellers so long as the Agent has not received, by such time, written notice of objection to such amendment from the Required Financial Institutions. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 4.8(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 Agent 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 Agent will promptly notify the Sellers 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 Agent will promptly notify the Sellers of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Purchaser (or group of Purchasers) pursuant to this Section 4.8, 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 4.8.

(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 Agent in its reasonable discretion or (B) the administrator of such Benchmark or 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 or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Agent may modify the definition of “Tranche Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned 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 or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Agent may modify the definition of “Tranche 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 Sellers’ receipt of notice of the commencement of a Benchmark Unavailability Period (i) the Additional Seller, for itself and/or on behalf of the Original Seller, may revoke any pending request for a Daily One Month Term SOFR Capital, conversion to or continuation of Daily One Month Term SOFR Capital to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Sellers will be deemed to have
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converted any such request into a request for a Purchase of or conversion to Base Rate Capital, and (ii) any outstanding affected Daily One Month Term SOFR Capital will be deemed to have been converted into Base Rate Capital. 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 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 Base Rate.

(f)    Rates. The Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to 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, Base Rate, the Term SOFR Reference Rate, Term SOFR, 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 Agent and its affiliates or other related entities may engage in transactions that affect the calculation of Base Rate, the Term SOFR Reference Rate, Term SOFR, Daily One Month Term SOFR any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Sellers. The Agent may select information sources or services in its reasonable discretion to ascertain 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 Sellers, 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.

(g)    Tax Treatment. The Agent and the Sellers shall use commercially reasonable efforts to satisfy any applicable guidance of the Internal Revenue Service that is intended to prevent any implementation of a Benchmark Replacement or adoption of any Benchmark Replacement Adjustment from resulting in a deemed exchange of any Purchase under this Agreement for purposes of Treasury Regulations Section 1.1001-3.

(h)    Certain Defined Terms. As used in this Section 4.8:

Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, 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 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 “Period” pursuant to clause (d) of this Section 4.8.

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 4.8.

Benchmark Replacement” means with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by the Agent and the Sellers 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 U.S. Dollar-denominated syndicated credit facilities 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 Agent and the Sellers 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 U.S. Dollar-denominated syndicated credit facilities.
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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 such Benchmark (or such component thereof) or, if such Benchmark is a term rate, 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 or on behalf of the administrator of such Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative or non-compliant with or non-aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks; provided that such non-representativeness, non-compliance or non-alignment will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if such Benchmark (or 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;

For the avoidance of doubt, if such Benchmark is a term rate, 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 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);

(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 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

(3)    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) or the regulatory supervisor for the administrator of such Benchmark (or such component 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 not, or as of a specified future date will not be, representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks.

For the avoidance of doubt, if such Benchmark is a term rate, 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).

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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 4.8 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 4.8.

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 Parties. Each Seller Party hereby represents and warrants to the Agent, the Managing Agents and the Purchasers, only as to itself and as applicable to it (on a several basis and not jointly), and subject to the limitations set forth in Section 6.2(i), on and as of the date hereof, the date of each Incremental Purchase and the date of each Reinvestment that:

(a)    Limited Liability Company Existence and Power. Such Seller Party is a limited liability company duly organized, validly existing and in good standing under the laws of its state of organization, and is duly qualified to do business and is in good standing as a foreign entity, and has and holds all limited liability company 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.

(b)    Power and Authority; Due Authorization, Execution and Delivery. The execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder and, in the case of Sellers, Sellers’ use of the proceeds of purchases made hereunder, are within its limited liability company powers and authority and have been duly authorized by all necessary limited liability company action on its part. This Agreement and each other Transaction Document to which such Seller Party is a party has been duly executed and delivered by such Seller Party.

(c)    No Conflict. The execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder do not contravene or violate (i) its articles of organization or operating agreement (or equivalent organizational documents), (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 such Seller Party 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; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law.

(d)    Governmental Authorization. Other than the filing of the financing statements required hereunder, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required for the due execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder.

(e)    Actions, Suits. There are no actions, suits or proceedings pending, or to the best of such Seller Party’s knowledge, threatened, against or affecting such Seller Party, or any of its properties, in or before any court, arbitrator or
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other body, that could reasonably be expected to have a Material Adverse Effect. Such Seller Party is not in default with respect to any order of any court, arbitrator or governmental body.

(f)    Binding Effect. This Agreement and each other Transaction Document to which such Seller Party is a party constitute the legal, valid and binding obligations of such Seller Party enforceable against such Seller Party in accordance with their respective 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).

(g)    Accuracy of Information. All information heretofore furnished by such Seller Party or any of its Affiliates to the Agent, the Managing Agents or the Purchasers for purposes of or in connection with this Agreement, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by such Seller Party or any of its Affiliates to the Agent, the Managing Agents or the Purchasers will be, true and accurate in every material respect on the date such information is stated or certified and does not and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.

(h)    Jurisdiction of Organization; Places of Business, etc. Exhibit III correctly sets forth such Seller Party’s legal name, jurisdiction of organization, Federal Employer’s Identification Number and State Organizational Identification Number. The offices where such Seller Party keeps all of its Records are located at the address(es) listed on Exhibit III, or such other location of which the Agent and each Managing Agent have been notified in accordance with Section 7.2(a) in jurisdictions where all action required by Section 14.5(a) has been taken and completed. Each Seller is a Nevada limited liability company and a “registered organization” (within the meaning of Section 9-102 of the UCC as in effect in the State of New York).

(i)    Collections. The conditions and requirements set forth in Section 7.1(j) and Section 8.2 have at all times been satisfied and duly performed. The names and addresses of all Collection Banks, together with the account numbers of the Collection Accounts of the Sellers at each Collection Bank and the post office box number or bank departmental number of each Lock-Box, are listed in the Collection Account Disclosure Letter or have been provided to the Agent in a written notice that complies with Section 7.2(b). The Sellers have not granted any Person, other than the Agent as contemplated by this Agreement, dominion and control or “control” (within the meaning of Section 9-104 of the UCC of all applicable jurisdictions) of any Lock-Box or Collection Account, or the right to take dominion and control or “control” (within the meaning of Section 9-104 of the UCC of all applicable jurisdictions) of any such Lock-Box or Collection Account at a future time or upon the occurrence of a future event. Each Seller Party has taken all steps necessary to ensure that the Agent has “control” (within the meaning of Section 9-104 of the UCC of all applicable jurisdictions) over all Lock-Boxes and Collection Accounts.

(j)    Material Adverse Effect. Since August 15, 2023, (i) CH-23 represents and warrants that no event has occurred that would have a material adverse effect on (x) the financial condition or operations of CH-23 and its Subsidiaries or (y) the ability of CH-23 to perform its obligations under this Agreement (ii) Griffin represents and warrants that no event has occurred that would have a material adverse effect on (x) the financial condition or operations of Griffin and its Subsidiaries or (y) the ability of Griffin to perform its obligations under this Agreement, and (iii) the Sellers represent and warrant that no event has occurred that would have a material adverse effect on (A) the financial condition or operations of the Sellers, (B) the ability of the Sellers to perform its obligations under the Transaction Documents, or (C) the collectability of the Receivables generally or any material portion of the Receivables.

(k)    Not an Investment Company. Such Seller Party is neither (i) an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor statute nor (ii) a “covered fund” under Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. In determining that it is not a “covered fund” under Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Sellers relies on the exemption from the definition of “investment company” set forth in Section 3(c)(5) of the Investment Company Act of 1940, as amended, or any successor statute.

(l)    Compliance with Law. Such Seller Party has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Receivable, together with the Contract related thereto, does not contravene any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), and no part of such Contract is in violation of any such law, rule or regulation, except where such contravention or violation could not reasonably be expected to have a Material Adverse Effect.
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(m)    Compliance with Credit and Collection Policy. Such Seller Party has complied in all material respects with the Credit and Collection Policy with regard to each Receivable and the related Contract, and has not made any material change to such Credit and Collection Policy, except such material change as to which the Agent and each Managing Agent have been notified in accordance with Section 7.1(a)(vii).

(n)    Eligible Receivables. Each Receivable included in the Net Receivables Balance as an Eligible Receivable on the date of its purchase under the applicable Receivables Sale Agreement or in any calculation of the Net Receivables Balance contained in any report delivered to the Agent was an Eligible Receivable on such purchase date or date of such report, as the case may be.

(o)    Accounting. The manner in which such Seller Party accounts for the transactions contemplated by this Agreement and the applicable Receivables Sale Agreement does not jeopardize the true sale analysis with respect to the applicable Seller’s acquisition of Receivables.

(p)    Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions. Policies and procedures have been implemented and maintained by or on behalf of the Seller Parties that are designed to achieve compliance by the Seller Parties and their Subsidiaries, Affiliates, directors, officers, employees and agents with Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions, and the Seller Parties and their Subsidiaries, Affiliates, officers, employees, directors and agents acting in any capacity in connection with or directly benefitting from the facility established hereby, are in compliance with Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions.

(i)    (x) None of the Seller Parties or any of their Subsidiaries, Affiliates, directors, officers, employees, or agents that will act in any capacity in connection with or directly benefit from the facility established hereby is a Sanctioned Person, (y) none of the Seller Parties or any of their Subsidiaries is organized or resident in a Sanctioned Country, and (z) no Seller Party has violated or been found in violation of any Anti-Corruption Laws, Anti-Terrorism Laws or of any Sanctions.

(ii)    No proceeds received by the Seller Parties or any of their Subsidiaries or Affiliates in connection with any Purchase or Reinvestment will be used in any manner that will violate Anti-Corruption Laws, Anti-Terrorism Laws or Sanctions.

(q)    Except for the Permitted Linked Accounts, there are no “Linked Accounts” (as defined in the Collection Account Agreement with Bank of America, National Association) with respect to any Lock-Box Account or Collection Account maintained at Bank of America, National Association

(r)    Each of the Sellers is an entity (other than a bank) whose common stock or analogous equity interests are listed on the New York Stock Exchange or the American Stock Exchange or have been designated as a NASDAQ National Market Security listed on the NASDAQ stock exchange (as used in this clause, a “listed entity”) or that is organized under the laws of the United States or of any state and at least 51 percent of whose common stock or analogous equity interest is owned by a listed entity and is excluded on that basis from the definition of Legal Entity Customer as defined in the Beneficial Ownership Rule.

(s)    The Sellers represent, warrant and agree that they have not, do 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 or that may be offered for sale under Rule 144A of the Securities Act of 1933, or (y) issue any other debt obligations or equity interests other than (i) debt obligations substantially similar to the obligations of the Sellers under this Agreement that are (A) issued to other banks, asset-backed commercial paper conduits or other similar purchasers or subsidiaries of any of the foregoing in privately negotiated transactions, and (B) subject to transfer restrictions substantially similar to the transfer restrictions set forth in Article XII, and (ii) equity interests issued to the Servicer, the Originator or any of their Affiliates under the terms of the organizational documents of the Sellers. The Sellers represent and warrant that their assets and liabilities are consolidated with the assets and liabilities of the Performance Guarantor for purposes of generally accepted accounting principles.

Section 5.2    Additional Representations and Warranties of Sellers. The Sellers hereby further represent and warrant to the Agent, the Managing Agents and the Purchasers, on and as of the date hereof, the date of each Incremental Purchase and the date of each Reinvestment that:

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(a)    Use of Proceeds. No proceeds of any purchase hereunder will be used (i) for a purpose that violates, or would be inconsistent with, Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction which is subject to Section 12, 13 or 14 of the Securities Exchange Act of 1934, as amended.

(b)    Margin Regulations. Each Seller is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and no part of the proceeds of any purchase or Letter of Credit extension hereunder will be used to buy or carry any Margin Stock. Following the application of the proceeds of each purchase or drawing under each Letter of Credit, not more than 25% of the value of the assets (either of each Seller only, or of each Seller and its respective Subsidiaries on a consolidated basis) will be Margin Stock.

(c)    Good Title. Immediately prior to each purchase hereunder, the appliable Sellers shall be the legal and beneficial owner of the Receivables and the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, 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 applicable Seller’s ownership interest in each Receivable, its Collections and the Related Security, provided, however, that prior to the occurrence of an Amortization Event, the applicable Seller’s interest in the Related Security shall be perfected only to the extent that such Related Security is subject to Article 9 of the UCC and such interest may be perfected by the filing of a financing statement.

(d)    Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each purchase hereunder, transfer to the Agent for the benefit of the relevant Purchaser or Purchasers (and the Agent for the benefit of such Purchaser or Purchasers shall acquire from the applicable Seller) a valid and perfected first priority undivided percentage ownership or security interest in each Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents, provided, that prior to the occurrence of an Amortization Event, the Agent’s interest in the Related Security shall be perfected only to the extent that such Related Security is subject to Article 9 of the UCC and such interest may be perfected by the filing of a financing statement. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Agent’s (on behalf of the Purchasers) ownership or security interest in the Receivables, the Collections and the Related Security, provided, that prior to the occurrence of an Amortization Event, Agent’s interest in the Related Security shall be perfected only to the extent that such Related Security is subject to Article 9 of the UCC and such interest may be perfected by the filing of a financing statement).

(e)    Names. In the past five (5) years, neither Seller has used any corporate names, trade names or assumed names other than the name in which it has executed this Agreement.

(f)    Ownership of the Sellers. Griffin owns, directly or indirectly, 100% of the issued and outstanding membership or other equity interests of the Original Seller, free and clear of any Adverse Claim. CH-23 owns, directly or indirectly, 100% of the issued and outstanding membership or other equity interests of the Additional Seller, free and clear of any Adverse Claim. Such membership and equity interests are validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to acquire securities of the Sellers or any other equity interest in the Sellers.

(g)    Payments to Transferor; Collections. With respect to each Receivable transferred to the applicable Seller under the applicable Receivables Sale Agreement, the applicable Seller has given reasonably equivalent value to relevant Transferor in consideration therefor and such transfer was not made for or on account of an antecedent debt. No transfer by such Transferor of any Receivable under the relevant 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. In the case of this Agreement, each remittance of Collections by a Seller to the Agent or any Purchaser hereunder will have been (i) in payment of a debt incurred by such Seller in the ordinary course of business or financial affairs of such Seller and (ii) made in the ordinary course of business or financial affairs of such Seller. In the case of each Receivables Sale Agreement, each remittance of Collections by the applicable Transferor to the applicable Seller thereunder will have been (i) in payment of a debt incurred by such Transferor in the ordinary course of business or financial affairs of such Transferor and (ii) made in the ordinary course of business or financial affairs of such Transferor. In the case of any Transferor RPA, each remittance of Collections by the Originator to the applicable Transferor thereunder will have been (i) in payment of a debt incurred by the Originator in the ordinary course of business or financial affairs of such Originator and (ii) made in the ordinary course of business or financial affairs of the Originator.
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(h)    Net Receivables Balance. The Sellers have determined that, immediately after giving effect to each purchase under the Existing Agreement and each purchase hereunder, the Net Receivables Balance is at least equal to the sum of (i) the Aggregate Capital, plus (ii) the LC Adjusted Exposure, plus (iii) the Aggregate Reserves.

(i)    Enforceability of Contracts. Each Contract with respect to each Receivable is effective to create, and has created, a legal, valid and binding obligation of the related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon, enforceable against the Obligor 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).

Section 5.3    Financial Institution Representations and Warranties. Each Financial Institution hereby represents and warrants to the Agent, to the LC Bank and to the Conduit (if any) and the Managing Agent in such Financial Institution’s Purchaser Group that:

(a)    Existence and Power. Such Financial Institution is a corporation or a banking association duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and has all corporate power to perform its obligations hereunder.

(b)    No Conflict. The execution and delivery by such Financial Institution of this Agreement 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 certificate or articles of incorporation or association 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 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 its assets. This Agreement has been duly authorized, executed and delivered by such Financial Institution.

(c)    Governmental Authorization. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required for the due execution and delivery by such Financial Institution of this Agreement and the performance of its obligations hereunder, except that has already been received.

(d)    Binding Effect. This Agreement constitutes the legal, valid and binding obligation of such Financial Institution enforceable against such Financial Institution 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 such enforcement is sought in a proceeding in equity or at law).

Article VI

CONDITIONS OF PURCHASES

Section 6.1    Conditions Precedent to Initial Incremental Purchase. The initial Incremental Purchase of a Purchaser Interest under, and the effectiveness of, this Agreement is subject to the conditions precedent that (a) the Agent shall have received on or before the date of such purchase those documents listed on Schedule B and (b) the Agent, each LC Bank and each Managing Agent shall have received all fees and expenses required to be paid on or prior to the date hereof pursuant to the terms of this Agreement and each Fee Letter.

Section 6.2    Conditions Precedent to All Incremental Purchases and Reinvestments. Each Incremental Purchase of a Purchaser Interest and each Reinvestment (in each case, for the avoidance of doubt, excluding any LC Participation Advance) shall be subject to the further conditions precedent that (a) in the case of each such Incremental Purchase or Reinvestment, Servicer shall have delivered to the Agent and each Managing Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent and such Managing Agent, all Monthly Reports as and when due under Section 8.5 and all Weekly Reports and Daily Reports, if required, as and when due under Section 8.5; (b) the Amortization Date shall not have occurred; (c) the Agent and each Managing Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase or Reinvestment, 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 the Sellers that such statements are then true):

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(i)    the representations and warranties set forth in Section 5.1 and 5.2 are true and correct in all material respects on and as of the date of such Incremental Purchase or Reinvestment as though made on and as of such date (other than the representation and warranty set forth in Section 5.1(j), which representation and warranty shall be true and correct on the date of the initial Incremental Purchase as though made on and as of such date);

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

(iii)    none of the conditions or circumstances listed in sub-paragraphs (i) through (vi) of Section 1.1(a) exist at the time of, or would be caused to exist by, such Incremental Purchase or Reinvestment.

It is expressly understood that each Reinvestment shall, unless otherwise directed by the Agent or any Purchaser, 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 the Sellers to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of the Sellers to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Agent, which right may be exercised at any time on demand of the Agent, to rescind the related purchase and direct the Sellers to pay to the Agent for the benefit of the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been applied to the affected Reinvestment.

Article VII

COVENANTS

Section 7.1    Affirmative Covenants of the Seller Parties. Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, each Seller Party hereby covenants, only as to itself and as applicable to it (on a several basis and not jointly), as set forth below:

(a)    Financial Reporting. Such Seller Party will maintain, for itself and each of its Subsidiaries, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish or cause to be furnished to the Agent, each LC Bank and each Managing Agent (provided, that, for purposes of clauses (i) ,(ii), (iv), and (v) hereof, posting to EDGAR or on the website of Cardinal Health, Inc. shall constitute delivery of such reports, notices or filings to the Agent, each LC Bank and each Managing Agent):

(i)    Annual Reporting. In the case of the Performance Guarantor, within one hundred twenty (120) days after the close of each of its fiscal years, audited, unqualified financial statements (which shall include balance sheets, statements of income and retained earnings and a statement of cash flows) for Performance Guarantor for such fiscal year certified in a manner reasonably acceptable to the Agent by independent public accountants reasonably acceptable to the Agent. In the case of the Sellers, within one hundred twenty (120) days after the close of each of its fiscal years, unaudited financial statements (which shall include a balance sheet and a profit and loss statement).

(ii)    Quarterly Reporting. In the case of the Performance Guarantor, within sixty (60) days after the close of the first three (3) quarterly periods of each of its fiscal years, balance sheets of Performance Guarantor as at the close of each such period and statements of income and retained earnings and a statement of cash flows for Performance Guarantor for the period from the beginning of such fiscal year to the end of such quarter, all certified in a manner reasonably acceptable to the Agent by Performance Guarantor’s chief financial officer.

(iii)    Compliance Certificate. Together with the documents required to be delivered pursuant to clauses (i) and (ii) above, a compliance certificate in substantially the form of Exhibit V signed by an Authorized Officer of Performance Guarantor.

(iv)    Shareholders Statements and Reports. Promptly upon the furnishing thereof to the shareholders of Performance Guarantor copies of all financial statements, reports and proxy statements so furnished.

(v)    S.E.C. Filings. Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which Performance Guarantor or any of its Subsidiaries files with the Securities and Exchange Commission.
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(vi)    Copies of Notices. Promptly upon its receipt of any notice, request for consent, financial statements, certification, report or other communication under or in connection with any Transaction Document from any Person other than the Agent, any Managing Agent (so long as the Agent is copied on such communication) or any Purchaser (so long as each other Purchaser is copied on such communication), copies of the same.

(vii)    Change in Credit and Collection Policy. At least thirty (30) days prior to the effectiveness of any material change in or material amendment to the Credit and Collection Policy, a copy of the Credit and Collection Policy then in effect and a notice (A) indicating such change or amendment and (B) if such proposed change or amendment would be reasonably likely to materially adversely affect the collectibility of the Receivables or materially decrease the credit quality of any newly created Receivables, requesting the Agent’s, each LC Bank’s and each Managing Agent’s consent thereto.

(viii)    Other Information. Promptly, from time to time, such other information, documents, records or reports relating to the Receivables or the condition or operations, financial or otherwise, of such Seller Party as the Agent may from time to time reasonably request (taking into consideration the burden and expense, if any, imposed upon such Seller Party) in order to protect the interests of the Agent and the Purchasers under or as contemplated by this Agreement.

(b)    Notices. Such Seller Party will notify the Agent, each LC Bank and each Managing 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)    Amortization Events or Potential Amortization Events. The occurrence of each Amortization Event and each Potential Amortization Event, by a statement of an Authorized Officer of such Seller Party.

(ii)    Judgment and Proceedings. (A) The entry of any judgment or decree against Servicer or any of its respective Subsidiaries if the aggregate amount of all judgments and decrees then outstanding against Servicer and its Subsidiaries exceeds $250,000 and (B) the entry of any judgment or decree or the institution of any litigation, arbitration proceeding or governmental proceeding against Sellers.

(iii)    Material Adverse Effect. The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.

(iv)    Termination Date. Subject to Section 7.2(f), the occurrence of the “Termination Date” under and as defined in each Receivables Sale Agreement and the termination of any Transferor RPA in accordance with its terms or otherwise.

(v)    Defaults Under Other Agreements. The occurrence of a default or an event of default under any other financing arrangement pursuant to which such Seller Party is a debtor or an obligor.

(c)    Compliance with Laws and Preservation of Corporate Existence. Such Seller Party will comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Such Seller Party will preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified in good standing as a foreign entity in each jurisdiction where its business is conducted, except where the failure to so preserve and maintain or qualify could not reasonably be expected to have a Material Adverse Effect. Such Seller Party shall ensure that policies and procedures are maintained and enforced by or on behalf of such Seller Party to promote and achieve compliance by such Seller Party and each of its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions.

(d)    Audits. Such Seller Party will furnish to the Agent, each LC Bank and each Managing Agent from time to time such information with respect to it and the Receivables as the Agent, each LC Bank or each Managing Agent may reasonably request. Such Seller Party will, from time to time during regular business hours as requested by the Agent upon reasonable notice and at the sole cost of such Seller Party, subject to the penultimate sentence of this Section 7.1(d), permit the Agent, or its agents or representatives, (i) to examine and make copies of and abstracts from all Records in the possession or under the control of such Person relating to the Receivables and the Related Security, including, without limitation, the related
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Contracts, and (ii) to visit the offices and properties of such Person for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to such Person’s financial condition or the Receivables and the Related Security or any Person’s performance under any of the Transaction Documents or any Person’s performance under the Contracts and, in each case, with any of the officers or employees of Sellers or the Servicer having knowledge of such matters (the procedures described in the foregoing clauses (i) and (ii) are referred to herein as an “Audit”). All such examinations and visits shall be at the sole cost of such Seller Party; provided, however, that (i) (A) for so long as no Amortization Event has occurred and is continuing, (B) the Ratings Level then in effect is either Ratings Level 1 or Ratings Level 2 and (C) the immediately preceding Audit was satisfactory to the Agent and each Managing Agent in all material respects, such cost shall be borne by such Seller Party not more than once per calendar year, and (ii) (A) for so long as no Amortization Event has occurred and is continuing, (B) the Ratings Level then in effect is either Ratings Level 3 or Ratings Level 4 and (C) the immediately preceding Audit was satisfactory to the Agent and each Managing Agent in all material respects, such cost shall be borne by such Seller Party not more than twice per calendar year (although in no event shall the foregoing proviso be construed to limit the Agent or its agents or representatives to one or two, as applicable, Audits during any calendar year period). The Agent will use commercially reasonable efforts to determine if the costs and expenses to be incurred by the Agent in connection with any Audit are estimated to exceed $35,000 and, if so, will so notify the applicable Seller Party promptly after knowledge thereof.

(e)    Keeping and Marking of Records and Books.

(i)    Servicer will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the immediate identification of each new Receivable and all Collections of and adjustments to each existing Receivable). The Servicer will give the Agent notice of any material change in the administrative and operating procedures referred to in the previous sentence.

(ii)    Such Seller Party will, (A) on or prior to June 29, 2000, mark its master data processing records and other books and records relating to the Purchaser Interests with a legend, acceptable to the Agent, describing the Purchaser Interests and (B) upon the request of the Agent following the occurrence of an Amortization Event, (x) mark each Contract with a legend describing the Purchaser Interests and (y) deliver to the Agent all Contracts (including, without limitation, all multiple originals of any such Contract) relating to the Receivables.

(f)    Compliance with Contracts and Credit and Collection Policy. Such Seller Party will timely and fully (i) perform and comply with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, and (ii) comply in all respects with the Credit and Collection Policy in regard to each Receivable and the related Contract.

(g)    Performance and Enforcement of Receivables Sale Agreements. Each Seller will, and will require the applicable Transferor to, perform each of their respective obligations and undertakings under and pursuant to the applicable Receivables Sale Agreement, will purchase Receivables thereunder in strict compliance with the terms thereof and will use commercially reasonable efforts to enforce the rights and remedies accorded to such Seller under the applicable Receivables Sale Agreement. Each Seller will take all actions to perfect and enforce its rights and interests (and the rights and interests of the Agent and the Purchasers as assignees of Seller) under the applicable Receivables Sale Agreement as the 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.

(h)    Ownership. Each Seller will take all necessary action to (i) vest legal and equitable title to the Receivables, the Related Security and the Collections purchased under the applicable Receivables Sale Agreement irrevocably in such Seller, free and clear of any Adverse Claims other than Adverse Claims in favor of the Agent and the Purchasers (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect such Seller’s interest in such Receivables, Related Security and Collections and such other action to perfect, protect or more fully evidence the interest of such Seller therein as the Agent may reasonably request), provided, that prior to the occurrence of an Amortization Event, such Seller’s interest in the Related Security shall be perfected only to the extent that such Related Security is subject to Article 9 of the UCC and such interest may be perfected by the filing of a financing statement; and (ii) establish and maintain, in favor of the Agent, for the benefit of the Purchasers, a valid and perfected first priority undivided percentage ownership interest (and/or a valid and perfected first priority security interest) in all Receivables, Related Security and Collections to the full extent contemplated herein, free and clear of any Adverse Claims other than Adverse Claims in favor of the Agent for the benefit of the Purchasers (including,
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without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Agent’s (for the benefit of the Purchasers) interest in such Receivables, Related Security and Collections and such other action to perfect, protect or more fully evidence the interest of the Agent for the benefit of the Purchasers as the Agent may reasonably request), provided, that prior to the occurrence of an Amortization Event, the Agent’s interest in the Related Security shall be perfected only to the extent that such Related Security is subject to Article 9 of the UCC and such interest may be perfected by the filing of a financing statement.

(i)    Purchasers’ Reliance. The Sellers acknowledge that the Purchasers are entering into the transactions contemplated by this Agreement in reliance upon each Seller’s identity as a legal entity that is separate from each Cardinal Entity and their respective Affiliates. Therefore, the Sellers will take all reasonable steps, including, without limitation, all steps that the Agent or any Purchaser may from time to time reasonably request, to maintain each Seller’s identity as a separate legal entity and to make it manifest to third parties that each Seller is an entity with assets and liabilities distinct from those of each Cardinal Entity and any Affiliates thereof and not just divisions of any Cardinal Entity. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, each Seller will:

(i)    conduct its own business in its own name and require that all full-time employees of such Seller, if any, identify themselves as such and not as employees of any Cardinal Entity (including, without limitation, by means of providing appropriate employees with business or identification cards identifying such employees as such Seller’s employees);

(ii)    compensate all employees, consultants and agents directly, from such Seller’s own funds, for services provided to such Seller by such employees, consultants and agents and, to the extent any employee, consultant or agent of such Seller is also an employee, consultant or agent of any Cardinal Entity or any Affiliate thereof, allocate the compensation of such employee, consultant or agent between such Seller and such Cardinal Entity or such Affiliate, as applicable on a basis that reflects the services rendered to such Seller and such Cardinal Entity or such Affiliate, as applicable;

(iii)    clearly identify its offices (by signage or otherwise) as its offices and, if such office is located in the offices of any Cardinal Entity, such Seller will lease such office at a fair market rent;

(iv)    have a separate telephone number, which will be answered only in its name and separate stationery, invoices and checks in its own name;

(v)    conduct all transactions with each Cardinal Entity and the Servicer (including, without limitation, any delegation of its obligations hereunder as Servicer) strictly on an arm’s-length basis, allocate all overhead expenses (including, without limitation, telephone and other utility charges) for items shared between such Seller and any Cardinal Entity on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use;

(vi) (A) at all times have a Board of Managers consisting of three members, at least one member of which is an Independent Manager reasonably acceptable to the Agent; provided that any Independent Manager that is employed by Global Securitization Services, LLC, Lord Securities Corporation or Amacar Group LLC for the purpose of providing director services to special purpose entities and that meets the other requirements of an Independent Manager set forth herein shall be deemed approved by the Agent and (B) not remove any Independent Manager or replace any Independent Manager (other than a replacement by an individual employed by Global Securitization Services, LLC, Lord Securities Corporation or Amacar Group LLC for the purpose of providing director services to special purpose entities and who otherwise meets the other requirements of an Independent Manager set forth herein; provided that written notice of the replacement of the current Independent Manager with an Independent Manager employed by one of the entities specifically referred to herein will be furnished to the Agent), in each case without the prior written consent of the Agent;

(vii)    observe all corporate formalities as a distinct entity, and ensure that (I) all limited liability company actions relating to (1) the dissolution or liquidation of Sellers or (2) the initiation of, participation in, acquiescence in or consent to any bankruptcy, insolvency, reorganization or similar proceeding involving Seller, are duly authorized by unanimous vote of their Board of Managers (including the Independent Manager) and (II) all limited liability company actions relating to the selection, maintenance or replacement of the Independent Manager are duly authorized in compliance with Seller’s articles of organization and operating agreement;

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(viii)    maintain such Seller’s books and records separate from those of each Cardinal Entity and any Affiliate thereof and otherwise readily identifiable as its own assets rather than assets of any Cardinal Entity and any Affiliate thereof;

(ix)    prepare its financial statements separately from those of each Cardinal Entity and insure that any consolidated financial statements of any Cardinal Entity or any Affiliate thereof that include such Seller and that are filed with the Securities and Exchange Commission or any other governmental agency have notes clearly stating that such Seller is a separate legal entity and that its assets will be available first and foremost to satisfy the claims of the creditors of such Seller;

(x)    except to the extent funds of any Seller and CH-23 and funds of any Seller and Cardinal or Griffin may be commingled in connection with the performance by CH-23 and Cardinal and Griffin of their respective servicing obligations hereunder as Servicer (in the case of CH-23) and Permitted Sub-Servicer (in the case of Cardinal and Griffin), respectively, maintain the funds or other assets of such Seller separate from, and not commingled with, those of any Cardinal Entity or any Affiliate thereof and only maintain bank accounts or other depository accounts to which such Seller alone is the account party, into which such Sellers alone makes deposits and from which such Sellers alone (or the Agent hereunder) has the power to make withdrawals;

(xi)    pay all of such Seller’s operating expenses from such Seller’s own assets (except for certain payments by any Cardinal Entity or other Persons pursuant to allocation arrangements that comply with the requirements of this Section 7.1(i));

(xii)    operate its business and activities such that: it does not engage in any business or activity of any kind, or enter into any transaction or indenture, mortgage, instrument, agreement, contract, lease or other undertaking, other than the transactions contemplated and authorized by this Agreement and the applicable Receivables Sale Agreement (it being understood that such Seller may make the Demand Loans to Cardinal pursuant to and in accordance with the terms of the Cash Management Agreement and the A&R Administrative Services Agreement); and does not create, incur, guarantee, assume or suffer to exist any indebtedness or other liabilities, whether direct or contingent, other than (1) as a result of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (2) the incurrence of obligations under this Agreement, (3) the incurrence of obligations, as expressly contemplated in the applicable Receivables Sale Agreement, to make payment to the Transferor thereunder for the purchase of Receivables from such Transferor under the related Receivables Sale Agreement, and (4) the incurrence of operating expenses in the ordinary course of business of the type otherwise contemplated by this Agreement;

(xiii)    maintain its limited liability company charter in conformity with this Agreement, such that it does not amend, restate, supplement or otherwise modify its articles of organization and operating agreement in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents, including, without limitation, Section 7.1(i) of this Agreement;

(xiv)    maintain the effectiveness of, and continue to perform and require the applicable Transferor, the Originator and the Approved Sub-Originators to perform under the applicable Receivables Sale Agreement, each Transferor RPA, each Sub-Originator Sale Agreement, the Cash Management Agreement, the Omnibus Amendment and each Performance Guaranty, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify such Receivables Sale Agreement, each Transferor RPA, each Sub-Originator Sale Agreement, the Cash Management Agreement, the Omnibus Amendment or each Performance Guaranty, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach thereunder or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Agent and the Required Financial Institutions;

(xv)    maintain its limited liability company separateness such that it does not merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions, and except as otherwise contemplated herein) all or substantially all of its assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets of, any Person, nor at any time create, have, acquire, maintain or hold any interest in any Subsidiary;

(xvi)    maintain at all times the Required Capital Amount (as defined in the applicable Receivables Sale Agreement) and refrain from making any dividend, distribution, redemption of capital stock or
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membership interest or payment of any subordinated indebtedness which would cause the Required Capital Amount to cease to be so maintained; and

(xvii)    take such other actions as are necessary on its part to ensure that the facts and assumptions set forth in the opinion issued by counsel for such Seller and relating to substantive consolidation issues, and in the certificates accompanying such opinion, remain true and correct in all material respects at all times.

(j)    Collections.

(i)    Such Seller Party will (A) instruct all Obligors to remit all Collections directly to a Lock-Box or Collection Account, (B) cause all proceeds from all Lock-Boxes to be directly deposited by a Collection Bank into a Lock-Box Account or Collection Account, (C) cause each Lock-Box, Lock-Box Account and Collection Account to be subject at all times to a Collection Account Agreement that is in full force and effect, (D) cause the Cash Management Agreement to be in full force and effect and (E) not, and will not permit any other Person to, remit, deposit, credit or otherwise transfer any funds other than Collections, Brokerage Receivables, Permitted Commingled Collections and immaterial amounts of other receipts not constituting Collections to any Lock-Box or Collection Account.

(ii)    At all times, in the event any payments relating to Receivables are remitted directly to such Seller Party or any Affiliate of such Seller Party, such Seller Party will remit (or will cause all such payments to be remitted) directly to a Collection Bank and deposited into a Collection Account within two (2) Business Days following receipt thereof and, at all times prior to such remittance, such Seller Party will itself hold or, if applicable, will cause such payments to be held in trust for the exclusive benefit of the Agent and the Purchasers. Sellers will maintain exclusive ownership, dominion and control or “control” (within the meaning of Section 9-104 of the UCC of all applicable jurisdictions) (subject to the terms of this Agreement) of each Lock-Box Account and Collection Account and will not grant the right to take dominion and control or “control” (within the meaning of Section 9-104 of the UCC of all applicable jurisdictions) of any Lock-Box or Collection Account at a future time or upon the occurrence of a future event to any Person, except to the Agent as contemplated by this Agreement. All Collections from time to time deposited to any Collection Account, shall be held in trust, for the exclusive benefit of the Agent and the Purchasers.

(k)    Taxes. Such Seller Party will file all Tax returns and reports required by law to be filed by it and will promptly pay all Taxes and governmental charges at any time owing and required by law to be paid by it including with respect to the Receivables, except any such Taxes which are not yet delinquent or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with generally accepted accounting principles shall have been set aside on its books.

(l)    Insurance. The Sellers will maintain in effect, or cause to be maintained in effect, at the Sellers’ own expense, commercial general liability insurance. The Agent, for the benefit of the Purchasers, shall be named on such insurance policies as an additional insured with respect to all such liability insurance maintained by the Sellers. The Sellers will pay or cause to be paid, the premiums therefor and deliver to the Agent a certificate of insurance evidencing such insurance. The foregoing requirements shall not be construed to negate, reduce or modify, and are in addition to the Sellers’ obligations hereunder.

(m)    Payment to Transferor. With respect to any Receivable purchased by either Seller from a Transferor, such sale shall be effected under, and in strict compliance with the terms of, the applicable Receivables Sale Agreement, including, without limitation, the terms relating to the amount and timing of payments to be made to such Transferor in respect of the purchase price for such Receivable.

(n)    Beneficial Ownership Rule. Promptly following any change that would result in a change to the status of any Seller as an excluded “Legal Entity Customer” under the Beneficial Ownership Rule, such Seller shall execute and deliver to the Agent a Certification of Beneficial Owner(s) complying with the Beneficial Ownership Rule, in form and substance reasonably acceptable to the Agent.

Section 7.2    Negative Covenants of the Seller Parties. Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, each Seller Party hereby covenants, only as to itself and as applicable to it (on a several basis and not jointly), that:

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(a)    Name Change, Jurisdiction of Organization, Offices, Records and Books of Accounts. Such Seller Party will not change its name, identity, corporate or other organizational structure or jurisdiction of organization (within the meaning of Section 9-503 or 9-507 of the UCC of all applicable jurisdictions) or relocate any office where Records are kept unless it shall have: (i) given the Agent at least forty-five (45) days’ prior written notice thereof and (ii) delivered to the Agent all financing statements, instruments and other documents requested by the Agent in connection with such change or relocation.

(b)    Change in Payment Instructions to Obligors. Except as may be required by the Agent pursuant to Section 8.2(b), such Seller Party 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 the Agent shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account or Lock-Box; provided, however, 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 Collection Account that is subject to a Collection Account Agreement.

(c)    Modifications to Contracts and Credit and Collection Policy. Such Seller Party will not make any change to the Credit and Collection Policy that could materially adversely affect the collectibility of the Receivables or materially decrease the credit quality of any newly created Receivables. Except as provided in Section 8.2(d), such Seller Party will not extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other than in accordance with the Credit and Collection Policy.

(d)    Sales, Liens. The Sellers will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Security (other than an Adverse Claim arising through or under an Obligor) or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of the Agent and the Purchasers provided for herein), and the Sellers will defend the right, title and interest of the Agent and the Purchasers in, to and under any of the foregoing property, against all claims of third parties claiming through or under the Sellers or any Cardinal Entity.

(e)    Net Receivables Balance. The Sellers will not at any time permit the Net Receivables Balance to be less than an amount equal to the sum of (i) the Aggregate Capital, plus (ii) the LC Adjusted Exposure, plus (iii) the Aggregate Reserves.

(f)    Termination Date Determination. Neither Seller will designate the Termination Date (as defined in the applicable Receivables Sale Agreement), or send any written notice to the applicable Transferor in respect thereof, without the prior written consent of the Agent, except with respect to the occurrence of such Termination Date arising pursuant to Section 5.1(d) of each Receivables Sale Agreement, and any such designation of the Termination Date or provision of notice in respect thereof not in compliance with this clause (f) shall be void ab initio.

(g)    Transferor RPA Termination. No Transferor will terminate any Transferor RPA, nor send any written notice to the Originator in respect thereof, without providing 10 Business Days’ prior written notice thereof to the Agent, except with respect to (i) the occurrence of a termination pursuant to Section 7.2 of the applicable Transferor RPA and (ii) a termination permitted under Section 1.1(b) hereunder, and any such termination of any Transferor RPA or provision of notice to the Originator in respect thereof not in compliance with this clause (g) shall be void ab initio.

(h)     Sub-Originator Sale Agreement Termination. The Seller Parties shall not permit the Originator to terminate any Sub-Originator Sale Agreement, nor send (or permit the Originator to send) any written notice to the applicable Approved Sub-Originator in respect thereof, without providing 10 Business Days’ prior written notice thereof to the Agent, except with respect to (i) the occurrence of a termination pursuant to Section 7.2 of the applicable Sub-Originator Sale Agreement and (ii) a termination permitted under Section 1.1(b) hereunder, and any such termination of any Sub-Originator Sale Agreement or provision of notice to any Approved Sub-Originator in respect thereof not in compliance with this clause (h) shall be void ab initio.

(i)    Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions. No Seller Party shall (x) use, or permit its Subsidiaries or their respective directors, officers, employees or agents to use, the proceeds of any Purchase or Reinvestment (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Terrorism Laws, (B) for the purpose of funding or financing any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, in each case to the extent
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doing so would violate any Sanctions, or (C) in any other manner that would result in liability to any Person under any applicable Sanctions or result in the violation of any Anti-Corruption Laws, Anti-Terrorism Laws or Sanctions or (y) engage in, or permit any of its Subsidiaries or any director, officer, employee, agent or other Person acting on behalf of such Seller Party or any of its Subsidiaries in any capacity in connection with or directly benefitting from the Agreement to engage in, or to conspire to engage in, any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions.

(j)    Linked Accounts. Except for the Permitted Linked Accounts, no Seller Party shall permit any “Linked Account” (as defined in the Collection Account Agreement with Bank of America, National Association) to exist with respect to any Lock-Box Account or Collection Account maintained at Bank of America, National Association; provided, however, that at any time (x) during the continuance of an Amortization Event, (y) during the continuance of a Potential Amortization Event or (z) the Ratings Level then in effect is either Ratings Level 3 or Ratings Level 4, any Seller Party shall, if so instructed by the Agent (in its sole discretion), cause the Permitted Linked Accounts to cease being a “Linked Accounts” promptly, but not later than five (5) Business Days following such Seller Party’s receipt of such instruction.

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. CH-23 is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms of this Agreement. The Agent (on behalf of the Purchasers) may, and at the direction of the Required Financial Institutions shall, at any time following the occurrence of a Collection Notice Event, by notice to CH-23 and the Sellers designate any Person to succeed CH-23 as Servicer or any successor Servicer.

(a)    Without the prior written consent of the Agent and each Managing Agent, CH-23 will not delegate any of its duties or responsibilities as Servicer to any Person other than (i) the Originator, (ii) Cardinal, (iii) Cardinal Health 2, Inc., a Nevada corporation, (iv) Cardinal Health 7, LLC, (v) Griffin (in all respects until such time as the post-consummation covenant set forth at Section 2.5 of the Omnibus Agreement is satisfied, and thereafter, only with respect to the Legacy Receivables) and (vi) with respect to certain Receivables that are Charged-Off Receivables, outside collection agencies in accordance with its customary practices (each, a “Permitted Sub-Servicer”). No Permitted Sub-Servicer will further delegate to any other Person, other than another Permitted Sub-Servicer, any of the duties or responsibilities of the Servicer delegated to it by CH-23. If the Agent shall, in accordance with this Agreement, designate as Servicer any Person other than CH-23, all duties and responsibilities theretofore delegated by CH-23 to each Permitted Sub-Servicer may, at the discretion of the Agent, be terminated forthwith on notice given by the Agent to CH-23 and to the Sellers (and, at the Agent’s discretion, any Permitted Sub-Servicer).

(b)    Notwithstanding the foregoing subsection (b), (i) CH-23 shall be and remain primarily liable to the Agent and the Purchasers for the full and prompt performance of all duties and responsibilities of the Servicer hereunder and (ii) the Agent and the Purchasers shall be entitled to deal exclusively with CH-23 in matters relating to the discharge by the Servicer of its duties and responsibilities hereunder. The Agent and the Purchasers shall not be required to (but may at their sole option) give notice, demand or other communication to any Person other than CH-23 in order for communication to the Servicer and any of its Permitted Sub-Servicers with respect thereto to be accomplished. CH-23, at all times that it is the Servicer, shall be responsible for providing any Permitted Sub-Servicer or other delegate of the Servicer with any notice given to the Servicer under this Agreement.

Section 8.2    Duties of Servicer. (a) The Servicer will 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 and effect a Collection Account Agreement 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 will promptly remit such items to the Person identified to it as being the owner of such remittances. From and after the date the Agent delivers to any Collection Bank a Collection Notice pursuant to Section 8.3, the Agent may request that the Servicer, and the Servicer thereupon
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promptly will instruct all Obligors with respect to the Receivables to, remit all payments thereon to a new depositary account specified by the Agent and, at all times thereafter, the Sellers and the Servicer will not deposit or otherwise credit, and will 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 will administer the Collections in accordance with the procedures described herein and in Article II. The Servicer will set aside and hold in trust for the account of the Sellers and the Purchasers their respective shares of the Collections of Receivables in accordance with Article II. The Servicer will, upon the request of the Agent, segregate, in a manner reasonably acceptable to the Agent, all cash, checks and other instruments received by it from time to time constituting Collections from the general funds of the Servicer or the Sellers 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 Agent such allocable share of Collections of Receivables set aside for the Purchasers on the first Business Day following receipt by the Servicer of such Collections, duly endorsed or with duly executed instruments of transfer.

(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 or restructure any Receivable into a Note Receivable and sell such Note Receivable and its Related Security on a non-recourse basis, as agent for and on behalf of the applicable Seller, to a third party (other than Griffin or the Originator), in each case, as the Servicer determines to be appropriate to maximize Collections thereof; provided, however, that (i) such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or Charged-Off Receivable or limit the rights of the Agent, the Managing Agents or the Purchasers under this Agreement and (ii) any such restructuring shall be subject to the following conditions: (A) no Amortization Event shall exist immediately before such restructuring or after giving effect thereto (unless otherwise consented to by the Agent (at the instruction of each Managing Agent) in writing), (B) prior to such restructuring or concurrently therewith, the applicable Seller shall pay a Deemed Collection to the Agent in the amount of the Outstanding Balance of such Receivable and (C) Servicer shall identify the Receivable to be restructured to the Agent in writing. Upon and not until satisfaction of the conditions set forth in the foregoing clauses (A), (B) and (C), any Receivable restructured into a Note Receivable shall cease to be a “Receivable” for any purposes hereunder and the lien of the Agent for the benefit of the Purchasers shall be automatically released without further action. Notwithstanding anything to the contrary contained herein, the Agent shall have the right, in its reasonable discretion, 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 will hold in trust for the Sellers and the Purchasers 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 will, upon the occurrence of a Collection Notice Event, as soon as practicable upon demand of the Agent, deliver or make available to the Agent all such Records, at a place selected by the Agent. The Servicer will, as soon as practicable following receipt thereof, turn over to the Sellers any cash collections or other cash proceeds received with respect to Indebtedness not constituting Receivables. The Servicer will, from time to time at the request of any Purchaser, furnish to the Purchasers (promptly after any such request) a calculation of the amounts set aside for the Purchasers pursuant to Article II.

(f)    Any payment by an Obligor in respect of any indebtedness owed by it to the Originator, any Transferor or any Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Agent, be applied as a Collection of any Receivable of such Obligor 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; Power-of-Attorney. (a) The Agent is authorized at any time after the occurrence of a Collection Notice Event to date and to deliver to the Collection Banks the Collection Notices. The Sellers hereby transfer to the Agent for the benefit of the Purchasers, effective when the Agent delivers such notice, the exclusive ownership and sole “control” (within the meaning of Section 9-104 of the UCC of all applicable jurisdictions) of each Lock-Box and the Collection Accounts. In case any authorized signatory of any 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. Each Seller hereby authorizes the Agent, and agrees that the Agent shall be entitled after the occurrence of a Collection Notice Event to (i) endorse such Seller’s name on checks and other instruments representing Collections, (ii) take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Agent rather than such Seller and (iii) designate any Person to succeed CH-23 as Servicer and enforce the Receivables, the related Contracts and the Related Security.

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(b)    Each Seller hereby authorizes the Agent, and irrevocably appoints the Agent as its attorney-in-fact with full power of substitution and with full authority in the place and stead of such Sellers, which appointment is coupled with an interest, to take any and all steps in the name of such Seller and on behalf of such Seller necessary or desirable, in the reasonable determination of the Agent, after the occurrence of a Amortization Event, to collect any and all amounts or portions thereof due under any and all Receivables, related Contracts and Related Security, including endorsing the name of such Seller on checks and other instruments representing Collections and otherwise enforcing Obligations hereunder and under the Transaction Documents. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the preceding sentence shall subject such attorney-in-fact to any liability if any action taken by it shall prove to be inadequate or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoever.

Section 8.4    Responsibilities of Sellers. Anything herein to the contrary notwithstanding, the exercise by the Agent, the Managing Agents and the Purchasers of their rights hereunder shall not release the Servicer, the Transferors, the Originator or the Sellers from any of their respective duties or obligations with respect to any Receivables or under the related Contracts. The Purchasers 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 any Seller.

Section 8.5    Reports. (a) The Servicer will prepare and forward to the Agent and the Managing Agents (i) on the seventeenth (17th) calendar day of each month (or if such day is not a Business Day, the next succeeding Business Day) and at such times as the Agent or the Required Financial Institutions shall request, a Monthly Report and (ii) at such times as the Agent or the Required Financial Institutions shall request, a listing by Obligor of all Receivables together with an aging of such Receivables.

(b)    If on any date, less than two of S&P, Moody’s and Fitch are then maintaining senior unsecured long-term debt ratings on Cardinal of at least BBB- (as determined by S&P and Fitch) or Baa3 (as determined by Moody’s), then the Servicer shall prepare and forward to the Agent and each Managing Agent on the Tuesday of each week thereafter for the immediately preceding calendar week, a Weekly Report with respect to the calendar week most recently ended, which report shall be in addition to any required or requested Monthly Report. If on any date, less than two of S&P, Moody’s and Fitch are then maintaining senior unsecured long-term debt ratings on Cardinal of at least BB (as determined by S&P and Fitch) or Ba2 (as determined by Moody’s), the Servicer shall prepare and forward to the Agent and each Managing Agent on each Business Day thereafter, a Daily Report with respect to the immediately preceding Business Day or such other Business Day determined by the Agent, which report shall be in addition to any required or requested Monthly Report.

Section 8.6    Servicing Fees. In consideration of CH-23’s agreement to act as Servicer hereunder, the Purchasers hereby agree that, so long as CH-23 continues to perform as Servicer hereunder, the Sellers will pay over to CH-23 on the 20th calendar day of each month, in arrears for the preceding Calculation Period (as defined in the Receivables Sale Agreements), a fee (the “Servicing Fee”) equal to 1.00% per annum of the average aggregate Outstanding Balance of all Receivables during such period, as compensation for its servicing activities.

ARTICLE IV

AMORTIZATION EVENTS

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

(a)    (i) Any Seller Party shall fail (A) to make any payment or deposit required hereunder when due, which failure continues for two (2) consecutive days after such Seller Party has received notice, or has actual knowledge, of such failure, or (B) to perform or observe in any material respect any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and Section 9.1(d)) and such failure, if capable of cure, shall continue for ten (10) consecutive Business Days after such Seller Party has received notice, or has actual knowledge, of such failure; or (ii) Cardinal shall fail to make any payment in respect of the Demand Loans, whether upon demand or when otherwise due and such failure continues for two (2) consecutive days after any Seller Party has received notice, or has actual knowledge, of such failure.

(b)    Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have
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been incorrect in any material respect when made or deemed made and, if capable of cure, such breach shall continue for ten (10) consecutive Business Days after such Seller Party has received notice, or has actual knowledge, of such breach.

(c)    (i) Failure of any Seller to pay any Indebtedness when due in excess of $15,775 (such Indebtedness being referred to hereinafter as “Seller’s Material Indebtedness”); or the default by any Seller in the performance of any term, provision or condition contained in any agreement under which any Seller’s Material Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Seller’s Material Indebtedness to cause, such Seller’s Material Indebtedness to become due prior to its stated maturity; or any Seller’s Material Indebtedness shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof.

(ii)    Failure of Servicer to pay Indebtedness when due in excess of $250,000 (such Indebtedness being referred to hereinafter as “Material Indebtedness”); or the default by Servicer in the performance of any term, provision or condition contained in any agreement under which any Material Indebtedness of Servicer was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of Servicer shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof.

(iii)    The Performance Guarantor or the Originator (a) shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) in respect of any Indebtedness having an aggregate principal amount (excluding undrawn committed amounts, but including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $100,000,000 and such failure shall continue beyond any applicable grace period (or, in the event such Indebtedness does not have a grace period for non-payment of non-principal amounts, such failure with respect to any non-principal amount shall continue for three Business Days) or (b) shall fail to observe or perform any other agreement, or any circumstance or condition shall exist, in either case relating to Indebtedness having an aggregate principal amount (excluding undrawn committed amounts, but including amounts owing to all creditors under any combined syndicated credit arrangement) of more than $100,000,000 or contained in any instrument or other agreement evidencing, securing or relating thereto, the effect of which failure, circumstance or condition is to cause such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (in each case automatically or otherwise), prior to its stated maturity.

(d)    (i) Any Seller Party, Performance Guarantor or any of their respective Subsidiaries shall generally not pay its debts as such debts become due; or (ii) any Seller Party, Performance Guarantor or any of their respective Subsidiaries shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (iii) any proceeding shall be instituted against any Seller or by any Seller Party, Performance Guarantor or any of their respective Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; or (iv) any Seller Party, Performance Guarantor or any of their respective Subsidiaries shall take any corporate action to authorize any of the actions set forth in clause (i), (ii) or (iii) above in this subsection (d); or (v) any proceeding of the type described in clause (iii) of this subsection (d) shall be instituted against Servicer or Performance Guarantor and shall not be withdrawn, vacated or dismissed within 60 days after the commencement thereof.

(e)    The Purchaser Interests of the Purchasers shall exceed in the aggregate 100% for a period of two (2) consecutive Business Days.

(f)    As of the end of any calendar month, the Delinquency Ratio shall exceed 7.50%.

(g)    As at the end of any calendar month:

(i)    (x) the Collections-to-Sales Ratio for such calendar month shall be less than 75% or (y) the Collections-to-Sales Ratios for each of such calendar month and the immediately preceding calendar month shall be less than 80%; or

(ii)    the three-month rolling average Dilution-to-Sales Ratio shall exceed 5.50%.

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(h)    (i) A Change of Control shall occur with respect to any Seller Party; or (ii) a Change of Control shall occur with respect to Performance Guarantor and shall result in a Material Adverse Effect.

(i)    (i) One or more final judgments for the payment of money shall be entered against any Seller; or (ii) one or more final judgments for the payment of money shall be entered against Servicer in excess of $250,000 on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution; or (iii) one or more final judgments for the payment of money shall be entered against Performance Guarantor or the Originator in excess of $25,000,000 on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.

(j)    The Termination Date (as defined in each Receivables Sale Agreement) shall occur under such Receivables Sale Agreement; or the relevant Transferor shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to the applicable Seller under the applicable Receivables Sale Agreement.

(k)    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 any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts.

(l)    Any Transferor RPA shall terminate in accordance with its terms or otherwise; or the Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables (as defined in the applicable Transferor RPA) to the applicable Transferor under the applicable Transferor RPA.

(m)    Performance Guarantor shall fail to perform or observe in any material respect any term, covenant or agreement required to be performed by it under any Performance Guaranty and, if capable of cure, such failure shall continue for ten (10) consecutive Business Days after such Seller Party has received notice, or has actual knowledge, of such failure, or any Performance Guaranty 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.

(n)    Any Letter of Credit is drawn upon and is not fully reimbursed (including, pursuant to an LC Reimbursement Purchase) by the Sellers for any reason (including, because of any limitation on recourse to the Sellers pursuant to Section 1.8(a)) within two (2) Business Days following the applicable LC Reimbursement Date.

Section 9.2    Remedies. Upon the occurrence and during the continuation of an Amortization Event, the Agent may, or upon the direction of the Required Financial Institutions shall, take any of the following actions: (i) replace the Person then acting as Servicer, (ii) declare the Amortization Date to have occurred, whereupon the Amortization Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by each Seller Party; provided, however, that upon the occurrence of an Amortization Event described in Section 9.1(d), or of an actual or deemed entry of an order for relief with respect to any Seller Party under the federal bankruptcy code, the Amortization Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by each Seller Party, (iii) to the fullest extent permitted by applicable law, declare that the Default Fee shall accrue with respect to any of the Aggregate Unpaids outstanding at such time, (iv) deliver the Collection Notices to the Collection Banks, (v) notify Obligors of the Purchasers’ interest in the Receivables and (vi) make demand on Cardinal for payment of the Demand Loans. The aforementioned rights and remedies shall be without limitation, and shall be in addition to all other rights and remedies of the Agent, the Managing Agents and the Purchasers 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 Agent, any Managing Agent, any Purchaser, any Funding Source or any of their respective Affiliates may have hereunder or under applicable law, (A) the Sellers hereby agree to indemnify (and pay upon demand to) the Agent, each Managing Agent, each Funding Source, each Purchaser and their respective Affiliates, assigns, officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of the Agent or such Purchaser) 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 use of the proceeds of any purchase hereunder, or the acquisition, funding or ownership either directly or indirectly, by a Purchaser or a Funding Source of a Purchaser Interest or of an interest in the Receivables, or any Receivable or any Contract or any Related Security, the issuance of or any drawing under any Letter of Credit, participating such Letter of Credit (or a portion thereof) to another Financial Institution hereunder, acquiring a participation in or funding an LC Participation Advance in respect of a Letter of Credit hereunder, the maintenance of any LC Collateral Account, or any action of any Seller Party or any Affiliate of any Seller Party, 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):

(i)    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;

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

(iii)    Excluded Taxes and Taxes;

provided, however, 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, Sellers will indemnify each Indemnified Party for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to Sellers or the Servicer) relating to or resulting from:

(i)    any representation or warranty made by any Seller Party or any Cardinal Entity (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, that shall have been false or incorrect when made or deemed made;

(ii)    the failure by any Seller Party or any Cardinal Entity 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 Sellers or any Cardinal Entity to keep or perform any of its obligations, express or implied, with respect to any Contract;

(iii)    any failure of any Seller Party or any Cardinal Entity 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;

(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) 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 and/or (B) a claim that the sale or other assignment of all or any part of the applicable Originator’s (or any of its assignees’) rights under the related Contract violates any anti-assignment clause contained therein), or any other
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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 an Incremental Purchase or Reinvestment (including any Letter of Credit), the ownership of the Purchaser Interests or any other investigation, litigation or proceeding relating to any Seller Party or any Cardinal Entity 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 described in Section 9.1(d);

(x)    either:

(A)    any failure of the Originators to acquire and maintain legal and equitable title to, and ownership of any Receivable originated by an Approved Sub-Originator and the Related Security and Collections with respect thereto from the applicable Approved Sub-Originator, free and clear of any Adverse Claim (other than any Adverse Claim created or permitted hereunder); or any failure of the Originators to give reasonably equivalent value to any Approved Sub-Originator under any Sub-Originator Sale Agreement in consideration of the transfer by such Approved Sub-Originator of any Receivable originated by such Approved Sub-Originator, or any attempt by any Person to void such transfer under statutory provisions or common law or equitable action; or

(B)    any failure of any Transferor to acquire and maintain legal and equitable title to, and ownership of any Receivable and the Related Security and Collections with respect thereto from the Originator, free and clear of any Adverse Claim (other than any Adverse Claim created or permitted hereunder); or any failure of such Transferor to give reasonably equivalent value to the Originator under any Transferor RPA 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 of either Seller to acquire and maintain legal and equitable title to, and ownership of any Receivable and the Related Security and Collections with respect thereto from the relevant Transferor, free and clear of any Adverse Claim (other than any Adverse Claim created or permitted hereunder); or any failure of either Seller to give reasonably equivalent value to the applicable Transferor under the applicable Receivables Sale Agreement in consideration of the transfer by such Transferor of any Receivable, or any attempt by any Person to void such transfer under statutory provisions or common law or equitable action;

(xii)    any failure to vest and maintain vested in the Agent for the benefit of the Purchasers, or to transfer to the Agent for the benefit of the Purchasers, legal and equitable title to, and ownership of, a first priority perfected undivided percentage ownership interest (to the extent of the Purchaser Interests contemplated hereunder) or security interest in the Receivables, the Related Security and the Collections, free and clear of any Adverse Claim (except as created by the Transaction Documents);

(xiii)    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 Receivable, the Related Security and Collections with respect thereto, and the proceeds of any thereof, whether at the time of any Incremental Purchase or Reinvestment or at any subsequent time;

(xiv)    any action or omission by any Seller Party or any Cardinal Entity which reduces or impairs the rights of the Agent or the Purchasers with respect to any Receivable or the value of any such Receivable;

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(xv)    any attempt by any Person to void any Incremental Purchase or Reinvestment hereunder under statutory provisions or common law or equitable action;

(xvi)    any inability of the Agent or any Purchaser to review any Contract or to exercise its rights under any Contract or this Agreement as a result of a confidentiality provision in any such Contract and

(xvii)    any and all losses, claims, damages, liabilities and related expenses incurred as a result of a breach of Section 7.2(i) hereof (including, without limitation, any civil penalties or fines assessed by OFAC).

Section 10.2    Increased Cost and Reduced Return; Accounting Based Consolidation Events

(a)    If any Regulatory Change occurring or implemented after November 6, 2012 or any Specified Regulation:

(i)    shall subject an Affected Party to any Taxes (other than (i) Taxes indemnified under Section 10.4, (ii) Taxes attributable to such Affected Party’s failure to comply with Section 10.4(d), and (iii) Excluded Taxes) with respect to any Purchaser Interest owned, maintained or funded by it (or its participation in any of the foregoing), any Letter of Credit or participation therein (or any obligation to fund any drawing thereunder or to make LC Participation Advances in respect thereof) or any obligations or right to make purchases or Reinvestments, to issue or participate in any Letter of Credit or to provide funding or maintenance therefor (or its participation in any of the foregoing), or shall change the basis of taxation of payments to the Affected Party of Purchasers’ Capital or Yield, per annum fees or discount calculated as part of any CP Costs, per annum fees hereunder and per annum fees under any Fee Letter owned by, owed to, funded or maintained in whole or in part by it (or its participation in any of the foregoing) or any other amounts due under this Agreement in respect of the Purchaser Interest owned, maintained or funded by it or its obligations or rights, if any, to issue or participate in any Letter of Credit, to make or participate in purchases or Reinvestments or to provide funding therefor or the maintenance thereof;

(ii)    shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of any Affected Party, deposits or obligations with or for the account of any Affected Party or with or for the account of any Affiliate (or entity deemed by the Federal Reserve Board or other Governmental Authority to be an affiliate) of any Affected Party, or credit extended by any Affected Party;

(iii)    shall impose any other condition affecting any Purchaser Interest owned, maintained or funded (or participated in) in whole or in part by any Affected Party, or its obligations or rights, if any, to make (or participate in) purchases or Reinvestments, to issue or participate in any Letter of Credit, or to provide (or to participate in) funding therefor or the maintenance thereof;

(iv)    shall change the rate for, or the manner in which the Federal Deposit Insurance Corporation (or a successor thereto) or similar Person assesses deposit insurance premiums or similar charges; or

(v)    shall change the amount of capital maintained or required or requested or directed to be maintained by any Affected Party;

and the result of any of the foregoing is or would be, in each case, as determined by the applicable LC Bank or Managing Agent:

(A)    to increase the cost to (or impose a cost on) (1) an Affected Party funding or making, issuing or maintaining any purchases or Reinvestments, any Letter of Credit or participation therein, any purchases, reinvestments, or loans or other extensions of credit under any Liquidity Agreement, any Enhancement Agreement or any commitment (hereunder or under any Liquidity Agreement or any Enhancement Agreement) of such Affected Party with respect to any of the foregoing, or (2) a Financial Institution or a LC Bank for continuing its or any Seller’s relationship with any Purchaser,

(B)    to reduce the amount of any sum received or receivable by an Affected Party under this Agreement, any Liquidity Agreement or any Enhancement Agreement (or its participation in any such Liquidity Agreement or Enhancement Agreement) with respect thereto, or

(C)    to reduce the rate of return on the capital of such Affected Party as a consequence of its obligations hereunder, under any Liquidity Agreement or under any Enhancement
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Agreement (or its participation in any such Liquidity Agreement or Enhancement Agreement), including its funding or maintenance of any portion of the Purchaser Interest, or arising in connection herewith (or therewith) to a level below that which such Affected Party could otherwise have achieved hereunder or thereunder,

.then upon demand by such Managing Agent or LC Bank, the Sellers shall pay to such Managing Agent or LC Bank, for benefit of the relevant Affected Party, such additional amount or amounts as will compensate such Affected Party for such additional or increased cost or such reduction; provided, however, that such fee, expense, increased cost or reduction is applicable generally to the class of institutions of which such Affected Party is a member; provided, further, however that no failure to make such demand shall adversely affect the rights of any such Affected Party to such compensation except as provided in the next sentence. Notwithstanding the foregoing, the Sellers shall not be required to compensate an Affected Party for any such additional or increased cost or reduction suffered more than nine months prior to the date that such Affected Party (or its Managing Agent on its behalf) notifies the Sellers of such Affected Party’s intention to claim compensation therefor (except that if a Regulatory Change or a Specified Regulation giving rise to such additional or increased cost or reduction is retroactive, then the nine month period referred to above shall be extended to include the period of retroactive effect thereof).

(b)    In determining any amount provided for or referred to in this Section 10.2, no Managing Agent may claim or receive, on behalf of the Affected Parties in, or related to, its Purchaser Group, reimbursement or compensation for amounts under this Section 10.2 that would result in (i) the total compensation (inclusive of Yield and fees and after giving effect to the payment of such amounts under this Section 10.2 and imposition of the related additional or increased costs or reduction in the rate of return on Capital) received, in the aggregate, by all such Affected Parties, exceeding (ii) the total compensation (inclusive of Yield and fees) that would have been payable to all such Affected Parties immediately prior to such Regulatory Change or Specified Regulation, as the case may be. Subject to the nine-month limitation set forth in the last sentence of Section 10.2(a), amounts payable by the Sellers under this Section 10.2(b) may be demanded at any time without regard to the timing of issuance of any financial statement by any Affected Party.

Section 10.3    Other Costs and Expenses. Subject to any written agreement between the Agent or a Purchaser, on the one hand, and any Seller, on the other hand, to the contrary, the Sellers will pay to the Agent, each Managing 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 any Purchaser’s auditors auditing the books, records and procedures of any Seller, reasonable fees and out-of-pocket expenses of legal counsel for each Purchaser, each Managing Agent and the Agent (which such counsel may be employees of any Purchaser, any Managing Agent or the Agent) with respect thereto and with respect to advising any Purchaser, any Managing Agent and the Agent as to their respective rights and remedies under this Agreement. The Sellers will pay to the Agent, each Managing Agent and each Purchaser on demand any and all reasonable costs and expenses of the Agent, the Managing Agents and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement, the other Transaction Documents and any other documents delivered hereunder and in connection with (i) any amendment, modification, or waiver of this Agreement, any other Transaction Document or any Funding Agreement or (ii) the restructuring, workout or administration of this Agreement and the other Transaction Documents following an Amortization Event; provided, that the Agent, each Managing Agent and each Purchaser agree that, with respect to counsel fees and expenses incurred in connection with clause (i) of this Section 10.3, unless an Amortization Event has occurred and is continuing, all of such entities will be represented by a single law firm.

Section 10.4    Taxes.

(a)    All payments by or on account of the Sellers or the Servicer hereunder or under any Transaction Document shall be made free and clear of and without deduction for any and all Taxes, except as required by applicable Law. If any Law shall require the deduction or withholding of any Taxes from or in respect of any sum payable hereunder or under any Transaction Document, (i) except to the extent such Taxes are attributable to the applicable Affected Party’s failure to comply with Section 10.4(d), the sum payable by the Sellers or the Servicer, as the case may be, shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 10.4) the applicable Affected Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Sellers or the Servicer, as the case may be, shall make such deductions, (iii) the Sellers or the Servicer, as the case may be, shall pay the full amount deducted to the relevant authority in accordance with applicable Law and (iv) the Sellers or the Servicer, as the case may be, shall furnish to the Agent the original or a certified copy of a receipt or other documentation reasonably acceptable to the Agent evidencing payment thereof within thirty (30) days after such payment is made.

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(b)    In addition, the Sellers hereby agrees to pay any present or future stamp, court, documentary, intangible, recording, filing or similar Taxes and any other excise or property Taxes, charges or similar levies which arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt under, or otherwise with respect to, this Agreement or any Transaction Document (“Other Taxes”).

(c)    The Sellers hereby agree to indemnify each Affected Party for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed on amounts payable under this Section 10.4) withheld or deducted on payments to, or paid by, such Affected Party and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Notwithstanding the preceding sentence, the Sellers shall not be obligated to indemnify any Affected Party for any Taxes or any liability arising therefrom or with respect thereto to the extent such Taxes or liabilities are attributable to such Affected Party’s failure to comply with Section 10.4(d). Payments due under this indemnification shall be made within 30 days of the date the applicable Affected Party makes demand therefor pursuant to clause (f) of this Section 10.4.

(d)    Any Affected Party that is entitled to an exemption from or reduction of withholding Tax with respect to payments under this Agreement or any Transaction Document pursuant to the Law of any relevant jurisdiction shall deliver to each of the Sellers, the Servicer and the Agent, at the time or times prescribed by applicable Law, such properly completed and executed documentation prescribed by applicable Law as will permit such payments to be made without withholding or at a reduced rate. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation (other than such documentation set forth in Section 10.4(d)(i), (ii) and (iii)) shall not be required if in the Affected Party’s reasonable judgment such completion, execution or submission would subject such Affected Party to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Affected Party. Without limiting the generality of the foregoing:

(i)    Each Affected Party this is a “United States person” as defined in Section 7701(a)(30) of the Code (each a “U.S. Affected Party”), on or prior to November 6, 2012 (or, in the case of any such U.S. Affected Party that is not a party hereto on such date, on or prior to the date on which such U.S. Affected Party first becomes entitled to any payment under this Agreement or any Transaction Document), shall deliver to each of the Sellers, the Servicer and the Agent, a duly completed and executed copy of U.S. Internal Revenue Service Form W-9 certifying that such U.S. Affected Party is exempt from U.S. federal backup withholding Tax.

(ii)    Each Affected Party that is not a “United States person” as defined in Section 7701(a)(30) of the Code (each a “Non-U.S. Affected Party”), on or prior to November 6, 2012 (or, in the case of any such Non-U.S. Affected Party that is not a party hereto on such date, on or prior to the date on which such Non-U.S. Affected Party first becomes entitled to any payment under this Agreement or any Transaction Document), shall deliver to each of the Sellers, the Servicer and the Agent (A) a duly completed and executed copy of U.S. Internal Revenue Service Form W-8BEN certifying that such Affected Party is entitled to receive payments under this Agreement from the Sellers, the Servicer and the Agent without deduction or withholding of any U.S. federal withholding Taxes; (B) a duly completed and executed copy of U.S. Internal Revenue Service Form W-8ECI certifying that such Affected Party is entitled to receive payments under this Agreement from the Sellers, the Servicer and the Agent without deduction or withholding of any U.S. federal withholding Taxes; or (C) if such Non-U.S. Affected Party is not the beneficial owner, a duly completed and executed copy of U.S. Internal Revenue Service Form W-8IMY, accompanied by duly completed and executed copies of U.S. Internal Revenue Service Forms W-8ECI, W-8BEN, W-9 and/or other certification documents from the beneficial owners, as applicable. Each Non-U.S. Affected Party, on or prior to November 6, 2012 (or, in the case of any such Non-U.S. Affected Party that is not a party hereto on such date, on or prior to the date on which such Non-U.S. Affected Party first becomes entitled to any payment under this Agreement or any Transaction Document), shall deliver to each of the Sellers, the Servicer and the Agent a duly completed and executed copy of any other form or documentation prescribed by applicable Law as a basis for claiming exemption from U.S. federal withholding Tax, together with such supplementary documentation as may be prescribed by applicable Law to permit the Sellers, the Servicer and the Agent to determine the withholding or deduction required to be made.

(iii)    If a payment made to an Affected Party under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Affected Party 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 Affected Party shall deliver to the Sellers and the Agent at the time or times prescribed by law and at such time or times reasonably requested by the Sellers or the 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 Sellers or the Agent as may be necessary for the Sellers and the Agent to comply with their obligations under FATCA and to determine that such Affected Party has complied with such Affected Party’s
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obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (h), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Affected Party shall promptly deliver to each of the Sellers, the Servicer and the Agent updates, renewals or additional copies, duly completed and executed, of any form or other documentation (or any successor thereto) contemplated by this Section 10.4(d) (A) from time to time as reasonably requested by the Additional Seller, for itself and/or on behalf of the Original Seller, the Servicer or the Agent, and (B) on or before the date that such form or other documentation expires or becomes obsolete or inaccurate.

(e)    Without limiting Section 11.6, each Financial Institution, LC Bank and Managing Agent shall severally indemnify the Agent, within ten (10) days after demand therefor, for (i) any Taxes attributable to such Financial Institution or LC Bank (or to any member of its Purchaser Group or any related Affected Party) (but only to the extent that neither of the Sellers nor the Servicer has already indemnified the Agent for such Taxes pursuant to this Section 10.4 and without limiting the obligation of the Sellers or the Servicer to do so), and (ii) any Excluded Taxes attributable to such Financial Institution, LC Bank or Managing Agent (or to any member of its Purchaser Group or any related Affected Party), in each case, that are payable or paid by the Agent in connection with any Transaction 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. A certificate as to the amount of such payment or liability delivered to any Financial Institution, LC Bank or Managing Agent by the Agent shall be conclusive absent manifest error. Each Purchaser and Managing Agent hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Purchaser or Managing Agent under any Transaction Document or otherwise payable by the Agent to such Purchaser or Managing Agent from any other source against any amount due to the Agent under this clause (e).

(f)    Each Managing Agent shall deliver a written statement to Seller, the Servicer and the Agent as to the amount due, if any, to the Purchasers in its Purchaser Group and any related Affected Parties under this Section 10.4. Such written statement shall set forth in reasonable detail the calculations upon which such Managing Agent determined such amount and shall be final, conclusive and binding on the Sellers, the Servicer and the Agent in the absence of manifest error. Unless otherwise provided herein, the amount specified in such written statement shall be payable on demand after receipt by the Sellers of such written statement.

(g)    If any party determines, in its sole discretion (exercised in good faith), that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 10.4 (including by the payment of additional amounts pursuant to this Section 10.4), it shall pay to such indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such indemnifying party under this Section 10.4 with respect to the Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the indemnifying party, upon the request of the indemnified party, agrees to repay the amount paid over to it pursuant to this clause (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such indemnified party in the event such indemnified party is required to repay such refund to such Governmental Authority. This clause (g) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any other party or Person. Notwithstanding anything herein to the contrary, in no event will any indemnified party be required to pay any amount pursuant to this clause (g) the payment of which would place such indemnified party in a less favorable net after-Tax position than the indemnified party would have been if the Taxes subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

(h)    Each party’s obligations under this Section 10.4 shall survive the resignation or replacement of the Agent or any assignment of rights by, or the replacement of, an Affected Party, subject to the provisions of Section 11.8 and Section 12.1, respectively, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Transaction Document.

ARTICLE XI

THE AGENT

Section 11.1    Authorization and Action. Each Purchaser hereby designates and appoints MUFG to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its
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behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any of such Seller Party’s successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to file each of the Uniform Commercial Code financing or continuation statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

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

Section 11.3    Exculpatory Provisions. Neither the Agent nor any of its directors, officers, agents or employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement or any other Transaction Document (except for its, their or such Person’s own gross negligence or willful misconduct), or (ii) responsible in any manner to any of the Purchasers for any recitals, statements, representations or warranties made by any Seller Party contained in this Agreement, any other Transaction Document or any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement, or any other Transaction Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, or any other Transaction Document or any other document furnished in connection herewith or therewith, or for any failure of any Seller Party to perform its obligations hereunder or thereunder, or for the satisfaction of any condition specified in Article VI, or for the perfection, priority, condition, value or sufficiency of any collateral pledged in connection herewith. The Agent shall not be under any obligation to any Purchaser to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement or any other Transaction Document, or to inspect the properties, books or records of the Seller Parties. The Agent shall not be deemed to have knowledge of any Amortization Event or Potential Amortization Event unless the Agent has received notice from Sellers or a Purchaser.

Section 11.4    Reliance by Agent. The Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Sellers), independent accountants and other experts selected by the Agent. The Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of the Required Financial Institutions or all of the Purchasers, as applicable, as it deems appropriate and it shall first be indemnified to its satisfaction by the Purchasers, provided that unless and until the Agent shall have received such advice, the Agent may take or refrain from taking any action, as the Agent shall deem advisable and in the best interests of the Purchasers. The Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with a request of the Required Financial Institutions or all of the Purchasers, as applicable, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Purchasers.

Section 11.5    Non-Reliance on Agent and Other Purchasers. Each Purchaser expressly acknowledges that neither the Agent, nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Agent hereafter taken, including, without limitation, any review of the affairs of any Seller Party, shall be deemed to constitute any representation or warranty by the Agent. Each Purchaser represents and warrants to the Agent that it has and will, independently and without reliance upon the Agent or any other Purchaser and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of the Sellers and made its own decision to enter into this Agreement, the other Transaction Documents and all other documents related hereto or thereto.

Section 11.6    Reimbursement and Indemnification. Each Financial Institution and each Managing Agent agrees to reimburse and indemnify the Agent and its officers, directors, employees, representatives and agents ratably based on the
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ratio of each such indemnifying Financial Institution’s commitment to the aggregate Commitment (or, in the case of an indemnifying Managing Agent, ratably based on the Commitment(s) of each Financial Institution in such Managing Agent’s Purchaser Group to the aggregate Commitment), to the extent not paid or reimbursed by the Seller Parties (i) for any amounts for which the Agent, acting in its capacity as Agent, is entitled to reimbursement by the Seller Parties hereunder and (ii) except with respect to any expenses arising out of the willful misconduct or gross negligence of the Agent (to the extent a final judgment of a court of competent jurisdiction holds that the Agent was grossly negligent or engaged in willful misconduct), for any other expenses incurred by the Agent, in its capacity as Agent and acting on behalf of the Purchasers, in connection with the administration and enforcement of this Agreement and the other Transaction Documents.

Section 11.7    Agent in its Individual Capacity. The Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Sellers or any Affiliate of the Sellers as though the Agent were not the Agent hereunder. With respect to the acquisition of Purchaser Interests pursuant to this Agreement, the Agent shall have the same rights and powers under this Agreement in its individual capacity as any Purchaser and may exercise the same as though it were not the Agent, and the terms “Financial Institution,” “Purchaser,” “Related Financial Institution,” “Financial Institutions,” “Purchasers,” and “Related Financial Institutions” shall include the Agent in its individual capacity.

Section 11.8    Successor Agent. The Agent may, upon five days’ notice to the Sellers and the Purchasers and with the consent of the Sellers (such consent not to be unreasonably withheld), and the Agent will, upon the direction of all of the Purchasers (other than the Agent, in its individual capacity) and with the consent of the Sellers (such consent not to be unreasonably withheld), resign as Agent. If the Agent shall resign, then the Required Financial Institutions during such five-day period shall appoint from among the Purchasers and the Managing Agents a successor agent. If for any reason no successor Agent is appointed by the Required Financial Institutions during such five-day period, then effective upon the termination of such five-day period, the Purchasers shall perform all of the duties of the Agent hereunder and under the other Transaction Documents and the Sellers and the Servicer (as applicable) shall make all payments in respect of the Aggregate Unpaids directly to the applicable Purchasers and for all purposes shall deal directly with the Purchasers. After the effectiveness of any retiring Agent’s resignation hereunder as Agent, the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Transaction Documents and the provisions of this Article XI and Article X shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while it was Agent under this Agreement and under the other Transaction Documents.

Section 11.9    Erroneous Payments. (a) If the Agent (x) notifies a Purchaser or its related Managing Agent, an Affected Party or an Indemnified Party, or any Person who has received funds on behalf of a Purchaser, a Managing Agent, an Affected Party or an Indemnified Party (any such Purchaser, Managing Agent, Affected Party, Indemnified Party or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Agent 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 Agent) received by such Payment Recipient from the Agent 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, Managing Agent, Affected Party, 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 Agent may not make any such demand under this clause (a) with respect to an Erroneous Payment unless such demand is made within 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 Agent pending its return or repayment as contemplated below in this Section 11.9 and held in trust for the benefit of the Agent, and such Purchaser, Managing Agent, Affected Party 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 Agent may, in its sole discretion, specify in writing), return to the Agent 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 Agent) 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 Agent in same day funds at the greater of the sum of (i) the Federal Funds Rate plus (ii) 1.0% and a rate determined by the Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b)    Without limiting immediately preceding clause (a), each Purchaser, Managing Agent, Affected Party and Indemnified Party and any Person who has received funds on behalf of a Purchaser, Managing Agent, Affected Party
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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 Agent (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 Agent (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 Agent (or any of its Affiliates), or (z) that such Purchaser, Managing Agent, Affected Party 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 Agent 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, Managing Agent, Affected Party 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 Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Agent pursuant to this clause (ii).

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

(d)    The parties hereto agree that (x) irrespective of whether the Agent 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 Agent 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, Managing Agent, Affected Party or Indemnified Party, to the rights and interests of such Purchaser, Managing Agent, Affected Party 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 Obligations owed by the Sellers or any other Seller Party, Purchaser, Managing Agent or Affected Party; provided that this Section 11.9 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 Obligations of the Sellers relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by the Agent; 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 Agent from, or on behalf of (including through the exercise of remedies under any Transaction Document), the Sellers for the purpose of making a payment on the Obligations.

(e)    To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Agent 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 11.9 shall survive the resignation or replacement of the Agent, any transfer of rights or obligations by, or the replacement of, a Purchaser, Managing Agent, Affected Party or Indemnified Party, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Transaction Document.


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ARTICLE XII

ASSIGNMENTS;
PARTICIPATIONS

Section 12.1    Assignments (a) Each Seller, the Agent, each Managing Agent, each LC Bank and each Financial Institution hereby agree and consent to the complete or partial assignment by any Conduit of all or any portion of its rights under, interest in, title to and/or obligations under this Agreement (or interests therein) to the Financial Institutions pursuant to any Funding Agreement or to any other Person, and upon such assignment, such Conduit shall be released from its obligations so assigned. Further, the Sellers and each Financial Institution hereby agree that any assignee of any Conduit of this Agreement or of all or any of the Purchaser Interests of any Conduit shall have all of the rights and benefits under this Agreement as if the term “Conduit” explicitly referred to and included such party (provided that (i) the Purchaser Interests of any such assignee that is a Conduit or a commercial paper conduit shall accrue CP Costs based on such assignee’s CP Rate, and (ii) the Purchaser Interests of any other such assignee shall accrue Yield pursuant to Section 4.1), and no such assignment shall in any way impair the rights and benefits of any Conduit hereunder. Neither the Sellers nor the Servicer shall have the right to assign its rights or obligations under this Agreement.

(b)    Any Financial Institution may at any time and from time to time, upon notice to the Agent and the Sellers, assign to one or more Persons (“Purchasing Financial Institutions”) all or any part of its rights and obligations under this Agreement pursuant to an assignment agreement, substantially in the form set forth in Exhibit VI hereto (the “Assignment Agreement”) executed by such Purchasing Financial Institution and such selling Financial Institution. Each assignee of a Financial Institution must (i) have a short-term debt rating of A-1 or better by S&P and P-1 by Moody’s, and (ii) be approved by the Agent, each LC Bank and the Sellers (such approval not to be unreasonably withheld or delayed); provided, however, that no such approval of the Sellers shall be required (but, for the avoidance of doubt, such approval of the Agent and the LC Banks shall be required in any event) (A) in the event that the Sellers do not approve of the proposed Purchasing Financial Institution and the Sellers, the Agent, such Conduit and the selling Financial Institution fail to agree on an alternative funding entity within 15 days after the selling Financial Institution gives notice pursuant to this Section 12.1(b) of the proposed assignment or (B) if an Amortization Event or a Potential Amortization Event shall have occurred and is continuing. Upon delivery of the executed Assignment Agreement to the Agent, such selling Financial Institution shall be released from its obligations hereunder (including, without limitation, the applicable obligations of a Related Financial Institution) to the extent of such assignment. Thereafter the Purchasing Financial Institution shall for all purposes be a Financial Institution party to this Agreement and shall have all the rights and obligations of a Financial Institution under this Agreement to the same extent as if it were an original party hereto and no further consent or action by the Sellers, the Purchasers, the Managing Agents or the Agent shall be required.

(c)    In the event that any Financial Institution shall cease to have a short-term debt rating of A-1 or better by S&P and P-1 by Moody’s (an “Affected Financial Institution”), such Affected Financial Institution and its related Conduit shall be obligated, upon ten (10) Business Days prior written request of the Additional Seller, for itself and/or on behalf of the Original Seller, to sell and assign all of their respective rights and obligations under the Transaction Documents (including their Capital) (i) to any other Financial Institution selected by the Sellers that is (x) a party to this Agreement, (y) not an Affected Financial Institution and (z) willing, in such Financial Institution’s sole discretion, to purchase and assume such rights and obligations (it being understood and agreed that no Financial Institution shall have any obligation to purchase or assume any such rights or obligations of any other Financial Institution or Conduit), or (ii) if no other Financial Institution then meets the criteria specified in clause (i) above or no Financial Institution agrees to purchase the Affected Financial Institution’s rights and obligations under the Transaction Documents, to any other commercial bank selected by the Sellers and acceptable to the Agent and each LC Bank (such acceptance not to be unreasonably withheld) with short-term debt ratings of A-1 or better by S&P and P-1 by Moody’s, which commercial bank is willing to purchase and assume such rights and obligations; provided that the Affected Financial Institution, its related Conduit, their Managing Agent and any other related Affected Parties receive payment in full, pursuant to an Assignment Agreement, of all amounts then owing to them under the Transaction Documents (including, without limitation, all their outstanding Capital, accrued Yield, any fees accrued under the Fee Letter); and provided, further, that any such sale and assignment shall be made pursuant to an Assignment Agreement in form and substance reasonably satisfactory to the Agent, each LC Bank and the Sellers; and provided, further, that if the Affected Financial Institution or any Affiliate thereof is the Agent, another Person shall have been appointed as a successor Agent in accordance with Section 11.8.

(d)    Notwithstanding any other provision of this Agreement to the contrary, any Purchaser may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal
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and interest) under this Agreement to secure obligations of such Purchaser to a Federal Reserve Bank located in the United States of America, without notice to or consent of the Sellers, the Agent, any LC Bank or any Managing Agent; provided that no such pledge or grant of a security interest shall release a Purchaser from any of its obligations hereunder or substitute any such pledgee or grantee for such Purchaser as a party hereto.

(e)    The Agent, acting solely for this purpose as an agent of the Sellers, shall maintain at one of its offices in New York a copy of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses of the Purchasers, and the Commitments of, and amount of Capital owing to, each Purchaser pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Sellers, the Servicer, the Agent and each Affected Party shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Purchaser hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Sellers, the Servicer and any Affected Party at any reasonable time and from time to time upon reasonable prior notice.

Section 12.2    Participations. Any Financial Institution may, in the ordinary course of its business at any time sell to one or more Persons (each a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Financial Institutions in such Financial Institution’s Purchaser Group or any other interest of such Financial Institution hereunder. Notwithstanding any such sale by a Financial Institution of a participating interest to a Participant, such Financial Institution’s rights and obligations under this Agreement shall remain unchanged, such Financial Institution shall remain solely responsible for the performance of its obligations hereunder, and the Sellers, each Purchaser, each Managing Agent and the Agent shall continue to deal solely and directly with such Financial Institution in connection with such Financial Institution’s rights and obligations under this Agreement. Each Financial Institution agrees that any agreement between such Financial Institution and any such Participant in respect of such participating interest shall not restrict such Financial Institution’s right to agree to any amendment, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or modification described in Section 14.1(c)(i). Each Financial Institution that sells a participating interest shall, acting solely for this purpose as an agent of the Sellers, maintain a register on which it enters the name and address of each Participant and the amount of each Participant’s participating interest in the Purchaser Interests or other obligations under this Agreement (the “Participant Register”); provided that no Financial Institution shall have any obligation to disclose all or any portion of the Participant Register to the Sellers, the Servicer, the Agent or any other Person (including the identity of any Participant or any information relating to a Participant’s participating interest in the Purchaser Interests or other obligations) except to the extent such disclosure is necessary to establish that such Purchaser Interests or other obligations are in registered form under Section 5f.103-1(c) of the U.S. Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Financial Institution 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 Agent (in its capacity as Agent) shall have no responsibility for maintaining the Participant Register.

ARTICLE XIII

MANAGING AGENTS

Section 13.1    Managing Agents. Each Purchaser Group shall designate a “Managing Agent” hereunder, which Managing Agent shall become a party to this Agreement. Unless otherwise notified in writing to the contrary by the applicable Purchaser, the Agent and the Seller Parties shall provide all notices and payments specified to be made by the Agent or any Seller Party to a Purchaser hereunder to such Purchaser’s Managing Agent, if any, for the benefit of such Purchaser, instead of to such Purchaser. Each Managing Agent may perform any of the obligations of, or exercise any of the rights of, any member of its Purchaser Group and such performance or exercise shall constitute performance of the obligations of, or exercise of the rights of, such member hereunder. Each member of the MUFG Conduit’s Purchaser Group hereby designates MUFG, and MUFG hereby agrees to perform the duties and obligations of, such Purchaser Group’s Managing Agent.

ARTICLE XIV

MISCELLANEOUS

Section 14.1    Waivers and Amendments. (a) No failure or delay on the part of any party to this Agreement 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
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or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.

(b)    No provision of this Agreement may be amended, supplemented, modified or waived except in writing.

(c)    in accordance with the provisions of this Section 14.1(b). No amendment or waiver of any provision of this Agreement shall be effective unless in a writing signed by the Agent, the Required Financial Institutions, all LC Banks and, in the case of an amendment, the Sellers and the Servicer; provided, however, that with respect to any material modification or waiver and to the extent required pursuant to the documents governing each Conduit’s commercial paper program, the Rating Agencies then rating the Commercial Paper notes of the applicable Conduit shall have confirmed that the ratings of the Commercial Paper notes of such Conduit will not be downgraded or withdrawn as a result of such modification or waiver; and provided, further, that no such modification or waiver shall:

(i)    without the consent of each affected Purchaser, (A) extend the Scheduled Facility Termination Date (except as provided in Section 4.6) or the date of any payment or deposit of Collections by the Sellers 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) reduce any fee payable to the Agent for the benefit of the Purchasers, (D) except pursuant to Article XII hereof, change the amount of the Capital of any Purchaser, any Financial Institution’s Pro Rata Share, any Conduit’s Pro Rata Share, any Financial Institution’s Commitment or any Conduit’s Conduit Purchase Limit (other than, to the extent applicable, pursuant to Section 4.6), (E) amend, modify or waive any provision of the definition of Required Financial Institutions or this Section 14.1(b) or Section 4.6 or Section 14.7, (F) consent to or permit the assignment or transfer by the Sellers of any of their rights and obligations under this Agreement, (G) change the definition of “Capital,” “Purchaser Interest,” “Net Receivables Balance,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Carrying Cost Reserve,” “Aggregate Reserves,” “Dynamic Reserve” or “Reserve Floor,” (H) except as expressly set forth herein and in the other Transaction Documents, (x) release all or a material portion of the Collateral from the Agent’s security interest created hereunder or (y) release or terminate any Performance Guaranty or (I) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (H) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

(ii)    without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent.

Notwithstanding the foregoing, (i) without the consent of the Financial Institutions, the Agent may, with the prior written consent of the Sellers and each LC Bank, amend this Agreement solely to add additional Persons with short-term debt ratings of A-1 or better by S&P and P-1 by Moody’s as Financial Institutions hereunder and (ii) the Agent, all LC Banks and the Required Financial Institutions may enter into amendments to modify any of the terms or provisions of Article XI, Article XII, Section 14.14 or any other provision of this Agreement without the consent of the Sellers, provided that such amendment has no negative impact upon any Seller; and provided, further, that in the case of material amendments and to the extent required pursuant to the documents governing each Conduit’s commercial paper program, the Rating Agencies then rating the Commercial Paper notes of the applicable Conduit shall have confirmed that the ratings of the Commercial Paper notes of such Conduit will not be downgraded or withdrawn as a result of such amendments. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Purchasers equally and shall be binding upon the Sellers, the Purchasers, the Managing Agents and the Agent.

Section 14.2    Notices.

(a)    Except as provided in this Section 14.2 and in Section 1.8, all communications and notices provided for hereunder shall be in writing (including facsimile or electronic mail communication) and shall be given to the other parties hereto by facsimile, electronic mail or by overnight mail at their respective mailing or electronic mail addresses or facsimile numbers set forth on Schedule C or at such other mailing or electronic mail address or facsimile 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 delivered by overnight mail, when received, and (ii) if transmitted by facsimile or electronic mail, when sent, receipt confirmed by telephone or electronic means. The Sellers hereby authorize (i) the Agent and the Purchasers to effect purchases and (ii) the Agent or applicable Managing Agent to effect Tranche Period and Discount Rate selections, in each case, based on telephonic notices made by any Person whom the Agent or applicable Managing Agent in good faith believes to be acting on behalf of the Sellers. The Sellers agree to deliver promptly to the Agent and each applicable Managing Agent a written confirmation of each telephonic notice signed by an authorized officer of the Sellers; provided,
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however, the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs from the action taken by the Agent or applicable Purchaser, the records of the Agent or applicable Managing Agent shall govern absent manifest error.

(b)    Notwithstanding any other provision to the contrary herein or in any other Transaction Document, the Original Seller hereby authorizes the Additional Seller and appoints the Additional Seller as its representative for purposes of delivering or receiving any communications or notices or satisfying any other reporting obligation set forth herein or under any other Transaction Document such that delivery or receipt of any communication or notice by the Additional Seller shall be deemed to constitute delivery or receipt of such communication or notice by the Original Seller. The Agent and the Purchasers shall be entitled to deal exclusively with the Additional Seller in matters relating to the funding of Purchases hereunder. The Agent and the Purchasers shall not be required to (but may at their sole option) give notice, demand or other communication to the Original Seller in order for communication to the Sellers to be accomplished. The Additional Seller shall be responsible for providing the Original Seller with any notice given to the Sellers under this Agreement.

Section 14.3    Sellers Jointly and Severally Liable.

(a)    Notwithstanding any other provision to the contrary herein or in any other Transaction Document, the Additional Seller shall be jointly and severally obligated with the Original Seller hereunder and under the other Transaction Documents. Each Seller acknowledges, agrees, represents and warrants the following:

(i)    Inducement. Each Affected Party has been induced to enter into this Agreement and each Purchaser has been induced to make purchases of and reinvestments in Purchaser Interests or issue Letters of Credit in return for Purchaser Interests in part based upon the assurances by each Seller that such Seller desires that all Seller Obligations be honored and enforced as separate obligations of such Seller, should the Agent (on behalf of the Affected Parties) desire to do so.

(ii)    Combined Liability. Notwithstanding the foregoing, the Sellers shall be jointly and severally liable to the Agent, the Purchasers and the other Affected Parties for all the Seller Obligations (as defined below), including, all their respective representations, warranties, covenants, payment obligations and indemnities, and the Agent may at its option enforce any Obligation due by any Seller (such obligations, “Seller Obligations”) against any one or all of the Sellers (but in each case without duplication of any amount).

(iii)    Separate Exercise of Remedies. The Agent may exercise remedies against each Seller and its property (including the Lock-Boxes, Collection Accounts, the Related Security, the Collections and all other Collateral) separately, whether or not the Agent exercises remedies against the other Seller or their property (but in each case without duplication of any amount). The Agent may enforce one or all of the Seller Obligations without enforcing the other Seller Obligations. Any failure or inability of the Agent to enforce any Seller Obligation shall not in any way limit the Agent’s right to enforce any other Seller Obligation.

(b)    Guaranty.

(i)    Each Seller hereby unconditionally guarantees to the Agent, each Purchaser and each other Affected Party the prompt payment of all Seller Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) and the timely performance by the other Seller of all their obligations under this Agreement and the other Transaction Documents.

(ii)    This guaranty is a guaranty of payment and not of collection and is a continuing guaranty and shall apply to all of the Seller Obligations whenever arising.

(iii)    Notwithstanding any provision to the contrary contained herein or in any other Transaction Document, to the extent the liability of a Seller for all of the Seller Obligations shall be adjudicated to be invalid or unenforceable for any reason (including, because of any Law relating to fraudulent conveyances or transfers) then the liability of such Seller for the Seller Obligations shall be limited to the maximum amount that is permissible under Law.

(c)    Obligations Unconditional.

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(i)    The obligations of each Seller under this Section 14.3 are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor.

(ii)    Each Seller agrees that this Section 14.3 may be enforced by the Agent, the Purchasers and the other Affected Parties without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any other Transaction Documents or any collateral hereafter securing the Seller Obligations or otherwise, and each Seller hereby waives the right to require any Affected Party to make demand on or proceed against any Seller, the Servicer, the Originator, the Performance Guarantor or any other Person or to require any Affected Party to pursue any other remedy or enforce any other right. Each Seller further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the other Seller or any other guarantor of any Seller Obligations for amounts paid under this Section 14.3 until the date following the date on or after the Scheduled Facility Termination Date when (i) the Aggregate Capital and Yield have been paid in full, (ii) all Seller Obligations shall have been paid in full, (iii) all other amounts owing to the Financial Institutions and any other Indemnified Party or Affected Party hereunder and under the other Transaction Documents have been paid in full and (iv) all accrued Servicing Fees have been paid in full.

(iii)    Each Seller further agrees that nothing contained in this Agreement shall prevent any Affected Party from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on any collateral securing the Seller Obligations or from exercising any other rights available to it or them, as applicable, under this Agreement, any other Transaction Document, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s obligations hereunder; it being the purpose and intent of each Seller that its obligations under this Section 14.3 shall be absolute, independent and unconditional under any and all circumstances.

(iv)    Neither any Seller’s obligations under this Section 14.3 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of the other Seller, of the Servicer, the Originator or of the Performance Guarantor or by reason of the bankruptcy or insolvency of the other Seller, the Servicer, the Originator or of the Performance Guarantor. Each Seller waives any and all notice of the creation, renewal, extension or accrual of any of the Seller Obligations and notice of or proof of reliance by any Affected Party on the guarantees set forth in this Section 14.3 or acceptance thereof. The Seller Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 14.3.

(v)    All dealings between any Seller (or any of its Affiliates, including the Servicer, the Originator and the Performance Guarantor), on the one hand, and the Affected Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 14.3.

(vi)    Each Seller hereby subordinates to the obligations of the other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the other Seller, the Servicer, the Originator, the Performance Guarantor or any of their respective Affiliates.

(d)    Modifications. Each Seller agrees that (i) all or any part of the other Seller’s property now or hereafter held for the Seller Obligations, if any, may be exchanged, compromised or surrendered from time to time; (ii) none of the Affected Parties shall have any obligation to protect, perfect, secure or insure any such security interests, liens or encumbrances now or hereafter held, if any, for the Seller Obligations; (iii) the time or place of payment of the other Seller’s obligations may be changed or extended, in whole or in part, to a time certain or otherwise, and may be renewed or accelerated, in whole or in part; (iv) the other Seller and any other party liable for payment of the Seller Obligations may be granted indulgences generally; (v) any of the other Seller’s rights, duties, obligations or liabilities under any of the Transaction Documents may be modified, amended or waived; (vi) any party (including any co-guarantor) liable for the payment of all or any part of the Seller Obligations may be granted indulgences or be released; and (vii) any deposit balance for the credit of the other Seller or any other party liable for the payment of the Seller Obligations or liable upon any security therefore may be released, in whole or
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in part, at, before or after the stated, extended or accelerated maturity of the Seller Obligations, all without notice to or further assent by such Seller.

(e)    Waiver of Rights.

(i)    Each Seller hereby expressly waives diligence, presentment, demand, protest or notice of any kind whatsoever, as well as any requirement that the Affected Parties (or any of them) exhaust any right to take any action against any Seller, the Originator, the Servicer, the Performance Guarantor or any other Person (including the filing of claims in the event of receivership or bankruptcy of any Seller, the Servicer, the Performance Guarantor, the Originator or any other Person) or with respect to any collateral or collateral security at any time securing any of the Seller Obligations, and hereby consents to any and all extensions of time of the due performance of any or all of the Seller Obligations.

(ii)    Each Seller agrees that it shall not exercise or assert any right which it may acquire by way of contribution, reimbursement or subrogation under this Agreement unless and until the date following the date on or after the Scheduled Facility Termination Date when the Aggregate Unpaids (other than contingent or unmatured Obligations) have been reduced to zero. Each Seller also hereby expressly waives all other defenses it may have as a guarantor or a surety generally or otherwise based upon suretyship, impairment of collateral or otherwise in connection with the Seller Obligations whether in equity or at law. Each Seller agrees that its obligations hereunder shall be irrevocable and unconditional.

(f)    Reinstatement. Notwithstanding anything contained in this Agreement or the other Transaction Documents but subject to Section 14.3(b)(iii), the obligations of each Seller under this Section 14.3 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Seller Obligations is rescinded or must be otherwise restored by any holder of any of the Seller Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each Seller agrees that it will indemnify each Affected Party on demand for all reasonable costs and expenses (including reasonable counsel fees and expenses) incurred by such Person in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.

(g)    Remedies. Each Seller acknowledges and agrees that its obligations under this Section 14.3 are secured in accordance with the terms of this Agreement.

(h)    Subrogation. Each Seller agrees that, until the date following the date on or after the Scheduled Facility Termination Date when the Aggregate Unpaids (other than contingent or unmatured Obligations) have been reduced to zero, it will not exercise, and hereby waives, any right of reimbursement, subrogation, contribution, offset or other claims against the other Seller arising by contract or operation of law in connection with any payment made or required to be made by such Seller under this Section 14.3. After the date following the date on or after the Scheduled Facility Termination Date when the Aggregate Unpaids (other than contingent or unmatured Obligations) have been reduced to zero, each Seller shall be entitled to exercise against the other Seller all such rights of reimbursement, subrogation, contribution, and offset, and all such other claims, to the fullest extent permitted by Law.

Section 14.4    Ratable Payments. If any Purchaser, whether by setoff or otherwise, has payment made to it with respect to any portion of the Aggregate Unpaids owing to such Purchaser (other than payments received pursuant to Section 10.2 or 10.3) in a greater proportion than that received by any other Purchaser entitled to receive a ratable share of such Aggregate Unpaids, such Purchaser agrees, promptly upon demand, to purchase for cash without recourse or warranty a portion of such Aggregate Unpaids held by the other Purchasers so that after such purchase each Purchaser will hold its ratable proportion of such Aggregate Unpaids; provided that if all or any portion of such excess amount is thereafter recovered from such Purchaser, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Section 14.5    Protection of Ownership Interests of the Purchasers. (a) The Sellers agree that from time to time, at their expense, they will promptly execute and deliver all instruments and documents, and take all actions, that may be reasonably necessary or desirable, or that the Agent may reasonably request, to perfect, protect or more fully evidence the Purchaser Interests, or to enable the Agent or the Purchasers to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, the Sellers will, upon the request of the Agent, file (or authorize the Agent to file) such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that the Agent may reasonably request, to perfect, protect or evidence such Purchaser Interest. At any time after the occurrence of a Collection Notice Event, the Agent may, or the Agent may direct the
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Sellers or the Servicer to, notify the Obligors of Receivables, at the Sellers’ expense, of the ownership or security interests of the Purchasers under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to the Agent or its designee; it being understood that the Agent shall only exercise such right after the occurrence of a Collection Notice Event notwithstanding that the terms of the Receivables Sale Agreements provide that the relevant Seller (or its assign) may notify Obligors at any time. The Sellers or the Servicer (as applicable) shall, at any Purchaser’s request, withhold the identity of such Purchaser in any such notification.

(b)    If any Seller Party fails to perform any of its obligations hereunder, the Agent or any Purchaser may (but shall not be required to) perform, or cause performance of, such obligations, and the Agent’s or such Purchaser’s costs and expenses incurred in connection therewith shall be payable by Sellers as provided in Section 10.3. Each Seller Party irrevocably authorizes the Agent at any time and from time to time in the sole discretion of the Agent, and appoints the Agent as its attorney-in-fact, to act on behalf of such Seller Party (i) to authorize on behalf of such Seller Party as debtor and to file financing statements or continuation statements (and amendments thereto and assignments thereof) necessary or desirable in the Agent’s sole discretion to perfect and to maintain the perfection and priority of the interest of the Purchasers 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 Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the interests of the Purchasers in the Receivables. This appointment is coupled with an interest and is irrevocable. The authorization set forth in the second sentence of this Section 14.5(b) is intended to meet all requirements for authorization by a debtor under Article 9 of any applicable enactment of the UCC, including, without limitation, Section 9-509 thereof.

Section 14.6    Confidentiality. (a) Each Seller Party and each Purchaser shall, and shall cause each of their respective Affiliates to, unless it has prior written consent of the Agent and the Seller, maintain and shall cause each of its employees and officers to maintain the confidentiality of this Agreement and the Transaction Documents and the other confidential or proprietary information with respect to the Agent and each Purchaser and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein (collectively, the “Confidential Information”), except that such Seller Party and such Purchaser, and each of their respective Affiliates, officers and employees may disclose such Confidential Information to their (i) respective directors, managers, officers, members, partners, affiliates, employees, representatives, agents and advisors, including without limitation, legal counsel, accountants and auditors, on a confidential basis, (ii) to the Federal Reserve Bank and any other central bank, and (iii) as otherwise permitted in Section 14.6(b).

(b)    Anything herein to the contrary notwithstanding, each Seller Party and each Purchaser hereby consents to the disclosure of any Confidential Information (i) to the Agent, any Managing Agent, any LC Bank, any Financial Institution, any Funding Source or any Conduit by each other, (ii) by the Agent, any Managing Agent, any Funding Source or the Purchasers to any prospective or actual assignee or participant of any of them (but not the Fee Letter or the contents thereof, except as part of generic disclosure of aggregate sources and uses with respect to the transactions at hand), provided, that such assignee or participant agrees to be bound by the terms of this Section 14.6 and (iii) by the Seller Parties, the Agent, any Managing Agent, any Funding Source or any Purchaser to any insurer, third party administration, settlement or similar service provider, Funding Source, Commercial Paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to any Conduit or any entity organized for the purpose of purchasing, or making loans secured by, financial assets for which the Agent or any Managing Agent acts as the administrative agent and to any officers, directors, employees, outside accountants, advisors and attorneys of any of the foregoing, provided each such Person is informed of the confidential nature of such Confidential Information. In addition, the Seller Parties, the Purchasers, any Funding Source, the Managing Agents and the Agent may disclose any Confidential Information (i) 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), (ii) in any required (as reasonably determined by the Sellers) filings with the Securities and Exchange Commission and to the extent required by applicable regulatory authorities or stock exchanges (but not the Fee Letter or the contents thereof, except as part of generic disclosure of aggregate sources and uses with respect to the transactions at hand), (iii) for the purposes of establishing any appropriate defense, or in connection with the exercise of any rights or remedies, including without limitation in the course of litigation between or among any signatories to this Agreement and the Transaction Documents, and, without limiting the generality of the foregoing, (iv) to any nationally recognized statistical rating organization providing a rating of the Sellers or the Purchaser Interests (but not the Fee Letter or the contents thereof, except as part of generic disclosure of aggregate sources and uses with respect to the transactions at hand) as contemplated by Section 17g-5 of the Securities Exchange Act of 1934, as amended.

Section 14.7    Bankruptcy Petition. Each of the Sellers, the Servicer, the Original Servicer, each Managing Agent, the Agent and each Purchaser hereby covenants and agrees that, prior to the date that is one year and one day after the
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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 14.8    Limitation of Liability. (a) Except with respect to any claim arising out of the willful misconduct or gross negligence of any Conduit, any LC Bank, the Agent, any Managing Agent or any Financial Institution, no claim may be made by any Seller Party or any other Person against any Conduit, any LC Bank, the Agent, any Managing Agent or any Financial Institution or their respective Affiliates, directors, officers, 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.

(b)    Notwithstanding any provisions contained in this Agreement to the contrary, no Conduit shall, nor shall it be obligated to, pay any amount pursuant to this Agreement unless (i) such Conduit has received funds which may be used to make such payment and which funds are not required to repay its Commercial Paper when due and (ii) after giving effect to such payment, either (x) such Conduit could issue Commercial Paper to refinance all of its outstanding Commercial Paper (assuming such outstanding Commercial Paper matured at such time) in accordance with the program documents governing such Conduit’s securitization program or (y) all of such Conduit’s Commercial Paper is paid in full. Any amount which such Conduit does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in §101 of the Federal Bankruptcy Code) against or corporate obligation of such Conduit for any such insufficiency unless and until such Conduit satisfies the provisions of clauses (i) and (ii) above. This paragraph (b) shall survive the termination of this Agreement.

Section 14.9    CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 14.10    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 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 14.11    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 14.12    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, however, that the rights and remedies with respect to (i) any breach of any
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representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.6, 14.7, 14.8 and 14.17 all be continuing and shall survive any termination of this Agreement.

Section 14.13    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. 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 14.14    Roles. In addition to its role as Agent pursuant to Article XI, each of the Purchasers and Managing Agents acknowledges that the Person acting as Agent (or any Affiliate thereof) acts, or may in the future act, (i) as a Financial Institution, an LC Bank or a Managing Agent party hereto, (ii) as administrative agent (or in a similar capacity) for a Conduit, Financial Institution, LC Bank or Managing Agent from time to time party hereto or for any other Person, (iii) as issuing and paying agent for certain Commercial Paper, (iv) to provide credit or liquidity enhancement for the timely payment for certain Commercial Paper and (v) to provide other services from time to time for a Conduit, Financial Institution, LC Bank or Managing Agent from time to time party hereto or for any other Person (collectively, the “Agent Roles”). Without limiting the generality of this Section 14.14, each Purchaser and each Managing Agent hereby acknowledges and consents to any and all Agent Roles and agrees that in connection with any Agent Role, the Person acting as Agent may take, or refrain from taking, any action that it, in its discretion, deems appropriate, including, without limitation, in its role as administrative agent for a Conduit party hereto.

Section 14.15    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 applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest by a Seller hereunder is made without recourse to such Seller; provided, however, that (i) such Seller shall be liable to each Purchaser, each Managing Agent and the Agent for all representations, warranties, covenants and indemnities made by such 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 any Purchaser, the Agent, any Managing Agent or any assignee of any of the foregoing of any obligation of the Sellers or any Cardinal Entity or any other Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of the Sellers or any Cardinal Entity.

(b)    In addition to any ownership interest any Purchaser may from time to time acquire in a Purchaser Interest pursuant hereto, (i) the Original Seller reaffirms its grant of security interests to the Agent pursuant to the Existing Agreement and (ii) each Seller hereby grants to the Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of such Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, all Collections, each Lock-Box, each Collection Account, the LC Collateral Account and all funds from time to time held therein, all Related Security, all other rights and payments relating to such Receivables and all proceeds of any thereof (the forgoing, collectively, the “Collateral”) prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Agent, the Managing Agents and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative.

Section 14.16    Confirmation and Ratification of Terms.

(a)    Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any other Transaction Document, and any document, instrument or agreement executed and/or delivered in connection with the Existing Agreement or any other Transaction Document, shall mean and be a reference to this Agreement.

(b)    The other Transaction Documents and all agreements, instruments and documents executed or delivered in connection with the Existing Agreement or any other Transaction Document shall each be deemed to be amended to the extent necessary, if any, to give effect to the provisions of this Agreement, as the same may be amended, modified, supplemented or restated from time to time.

(c)    The effect of this Agreement is to amend and restate the Existing Agreement in its entirety, and to the extent that any rights, benefits or provisions in favor of the Agent or any Purchaser existed in the Existing Agreement and
52


continue to exist in this Agreement without any written waiver of any such rights, benefits or provisions prior to the date hereof, then such rights, benefits or provisions are acknowledged to be and to continue to be effective from and after June 29, 2000. This Agreement is not a novation.

(d)    The parties hereto agree and acknowledge that any and all rights, remedies and payment provisions under the Existing Agreement, including, without limitation, any and all rights, remedies and payment provisions with respect to (i) any representation and warranty made or deemed to be made pursuant to the Existing Agreement, or (ii) any indemnification provision, shall continue and survive the execution and delivery of this Agreement.

(e)    The parties hereto agree and acknowledge that any and all amounts owing as or for Capital, Yield, CP Costs, fees, expenses or otherwise under or pursuant to the Existing Agreement, immediately prior to the effectiveness of this Agreement shall be owing as or for Capital, Yield, CP Costs, fees, expenses or otherwise, respectively, under or pursuant to this Agreement.

Section 14.17    Excess Funds. Each of Seller, the Servicer, each Purchaser, each Managing Agent and the Agent agrees that each Conduit shall be liable for any claims that such party may have against such Conduit only to the extent that such Conduit has funds in excess of those funds necessary to pay matured and maturing Commercial Paper and to the extent such excess funds are insufficient to satisfy the obligations of such Conduit hereunder, such Conduit shall have no liability with respect to any amount of such obligations remaining unpaid and such unpaid amount shall not constitute a claim against such Conduit. Any and all claims against any Conduit shall be subordinate to the claims against such Conduit of the holders of Commercial Paper and any Person providing liquidity support to such Conduit.

Section 14.18    Patriot Act. Each of the Agent and the Purchasers hereby notifies you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “PATRIOT Act”), the Agent and the Purchasers may be required to obtain, verify and record information that identifies the Seller Parties, which information includes the name, address, tax identification number and other information regarding the Seller Parties that will allow the Agent and the Purchasers to identify the Seller Parties in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act. Each of the Seller Parties agrees to provide the Agent and the Purchasers, from time to time prior to and after the Closing Date, with all documentation and other information required by bank regulatory authorities under “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act.

Section 14.19    Acknowledgement and Consent to Bail-In of EEA 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 EEA 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 an EEA 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 an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA 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 EEA 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

(c)    the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.



(Signature Pages Follow)


53


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


CARDINAL HEALTH FUNDING, LLC,
as Original Seller


By: /s/ Jeff Cui
Name: Jeff Cui
Title: President


GRIFFIN CAPITAL, LLC,
as Original Servicer


By: /s/ Jeff Cui
Name: Jeff Cui
Title: President

[Fifth Amended and Restated Receivables Purchase Agreement]


CARDINAL HEALTH 23 FUNDING, LLC,
as Additional Seller


By: /s/ Jeff Cui
Name: Jeff Cui
Title: President


CARDINAL HEALTH 23, LLC,
as Servicer


By: /s/ Jeff Cui
Name: Jeff Cui
Title: President

[Fifth Amended and Restated Receivables Purchase Agreement]


WELLS FARGO BANK, N.A.,
as a Financial Institution and as Managing
Agent for WF’s Purchaser Group


By: /s/ Bria Brown
Name: Bria Brown
Title: Assistant Vice President


[Fifth Amended and Restated Receivables Purchase Agreement]


PNC BANK, NATIONAL ASSOCIATION,
as a Financial Institution and as Managing
Agent for PNC’s Purchaser Group


By: /s/ Henry Chan
Name: Henry Chan
Title: Senior Vice President


PNC BANK, NATIONAL ASSOCIATION,
as an LC Bank


By: /s/ Henry Chan
Name: Henry Chan
Title: Senior Vice President

[Fifth Amended and Restated Receivables Purchase Agreement]


VICTORY RECEIVABLES CORPORATION,
as a Conduit


By: /s/ Kevin J. Corrigan
Name: Kevin J. Corrigan
Title: Vice President


MUFG BANK, LTD.,
as Related Financial Institution for Victory

By: /s/ Eric Williams
Name: Eric Williams
Title: Managing Director


MUFG BANK, LTD.,
as Managing Agent for Victory’s Purchaser Group


By: /s/ Eric Williams
Name: Eric Williams
Title: Managing Director


MUFG BANK, LTD.,
as Agent


By: /s/ Eric Williams
Name: Eric Williams
Title: Managing Director

[Fifth Amended and Restated Receivables Purchase Agreement]


LIBERTY STREET FUNDING LLC,
as a Conduit


By: /s/ Kevin J. Corrigan
Name: Kevin J. Corrigan
Title: Vice President


THE BANK OF NOVA SCOTIA,
as Related Financial Institution for Liberty Street
and as Managing Agent for Liberty
Street’s Purchaser Group


By: /s/ Brad Shields
Name: Brad Shields
Title: Director

[Fifth Amended and Restated Receivables Purchase Agreement]


BANK OF AMERICA, NATIONAL
ASSOCIATION,
as a Managing Agent and a Financial Institution

By: /s/ Ross Glynn
Name: Ross Glynn
Title: Vice President



[Fifth Amended and Restated Receivables Purchase Agreement]


Exhibit I

DEFINITIONS

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

Accrual Period” means each calendar month, provided that the initial Accrual Period hereunder means the period from (and including) November 1, 2013 to (and including) November 30, 2013.

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.

Adverse Claim” means a lien, security interest, charge or encumbrance, or other right or claim in, of or on any Person’s assets or properties in favor of any other Person.

Adjusted Tangible Net Worth” means, as of any date, (i) the amount of any capital stock, paid in capital and similar equity accounts plus (or minus in the case of deficit) the capital surplus and retained earnings of Cardinal and its consolidated Subsidiaries, but excluding the amount of any foreign currency translation adjustment account shown as a capital account, less (ii) the net book value of all items of the following character which are included in the assets of Cardinal and its consolidated Subsidiaries: (a) goodwill, including, without limitation, the excess of cost over book value of any asset, (b) organization or experimental expenses, (c) unamortized debt discount and expense, (d) patents, trademarks, trade names and copyrights, (e) treasury stock, (f) franchises, licenses and permits, and (g) other assets which are deemed intangible assets under generally accepted accounting principles.

Affected Financial Institution” has the meaning specified in Section 12.1(c).

Affected Party” means each Purchaser, each Managing Agent, the Agent and each Funding Source.

Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person or any Subsidiary of such Person. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise.

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

Aggregate Capital” means on any date of determination, the aggregate amount of Capital of all Purchasers and Purchaser Interests outstanding on such date.

Aggregate Reduction” has the meaning specified in Section 1.3.

Aggregate Reserves” means, on any date of determination, an amount equal to the sum of (i) the greater of (x) the Reserve Floor and (y) the Dynamic Reserve plus (ii) the Carrying Cost Reserve.

Aggregate Unpaids” means, at any time, an amount equal to the sum of all accrued and unpaid Aggregate Capital, the LC Adjusted Exposure, any LC Reimbursement Obligation and all unpaid Obligations (whether due or accrued) at such time.

Agreement” means this Fourth Amended and Restated Receivables Purchase Agreement, as it may be amended or modified and in effect from time to time.

Amortization Date” means the earliest to occur of (i) the Business Day immediately prior to the occurrence of an Amortization Event set forth in Section 9.1(d), (ii) the Business Day specified in a written notice from the Agent following the occurrence of any other Amortization Event, (iii) (A) the date on which the Sellers repurchase all of the outstanding Purchaser Interests in accordance with the terms of Section 2.7 or (B) the date that is 30 Business Days after the Agent’s receipt of written
Exh. I-1


notice from the Additional Seller, for itself and/or on behalf of the Original Seller, that they wish to terminate the facility evidenced by this Agreement and (iv) the Scheduled Facility Termination Date.

Amortization Event” has the meaning specified in Article IX.

Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to any Seller Party or any of their respective Subsidiaries from time to time concerning or relating to bribery or corruption, including, but not limited to, the U.S. Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, and any other applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

Anti-Terrorism Laws” means each of: (a) the PATRIOT Act; (b) the Money Laundering Control Act of 1986, 18 U.S.C. Sect. 1956 and any successor statute thereto; (c) the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada); (d) the Bank Secrecy Act, and the rules and regulations promulgated thereunder; and (e) any other Law of the United States, Canada or any member state of the European Union now or hereafter enacted to monitor, deter or otherwise prevent: (i) terrorism or (ii) the funding or support of terrorism or (iii) money laundering.

Approved Sub-Originator” means each of the following Persons and their successors:

(i)    Leader Drugstores, Inc., a Delaware corporation;

(ii)    Cardinal Health Pharmacy Services, LLC, a Delaware limited liability company;

(iii)    Medicine Shoppe International, Inc., a Delaware corporation;

(iv)    Cardinal Health 108, LLC, a Delaware limited liability company;

(v)    Cardinal Health Systems, Inc, an Ohio corporation;

(vi)    Cardinal Health 112, LLC, a Delaware limited liability company;

(vii)    Medicap Pharmacies Incorporated, an Iowa corporation; provided, that Medicap Pharmacies Incorporated shall cease to be an “Approved Sub-Originator” if (a) any of the following events shall occur: (x) an Amortization Event or Potential Amortization Event, (y) the Ratings Level then in effect is either Ratings Level 3 or Ratings Level 4, or (z) Medicap Pharmacies Incorporated shall generate Collections in excess of $3,000,000 in a single calendar month and (b) legal counsel for the Seller Parties shall not have delivered to the Agent and each Purchaser favorable opinions, which address the following matters with respect to Medicap Pharmacies Incorporated and such other matters as the Agent may reasonably request: (x) certain corporate, authority, enforceability and no-conflict matters, (y) certain UCC attachment, perfection and priority maters and (z) true sale and non-consolidation matters, in each case, acceptable to the Agent in its sole discretion; and

(viii)    any other Person approved in writing by the Agent and the Required Financial Institutions as an “Approved Sub-Originator” from time to time.

Assignment Agreement” has the meaning set forth in Section 12.1(b).

Audit” has the meaning set forth in Section 7.1(d).

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

Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

Bail-In Legislation” means, 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 for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

Exh. I-2


Base Rate” means, with respect to any Purchaser, on any date, a fluctuating rate of interest per annum equal to the highest of:

(b)    the applicable Prime Rate for such date; or

(c)    Daily One Month Term SOFR for such date, plus 0.50%.

Base Rate Capital” means Capital accruing Yield at the Base Rate.

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

BNS” means The Bank of Nova Scotia, and its successors.

BNS Conduit” means Liberty Street Funding LLC, and its successors.

BofA” means Bank of America, National Association, and its successors.

Brokerage Receivable” means all rights to payment now or hereafter owed to any Originator for goods sold or services performed through such Originator’s brokerage division, which receivable is designated with company code “20” on such Originator’s AR 2000 accounting system.

Business Day” means any day other than a Saturday, Sunday or other day on which banks are authorized or required to close in New York, New York or Chicago, Illinois and The Depository Trust Company of New York is open for business, and, if the applicable Business Day relates to any computation or payments to be made with respect to SOFR, any day other than 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.

Capital” of any Purchaser Interest means, at any time, (A) the Purchase Price of such Purchaser Interest, minus (B) the sum of the aggregate amount of Collections and other payments received by the Agent or any Managing Agent which in each case are applied to reduce such Capital in accordance with the terms and conditions of this Agreement; provided that such Capital 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. For the avoidance of doubt, each Purchaser’s Capital shall include (x) any amount that such Purchaser (as a Financial Institution) pays to the LC Bank in respect of any LC Participation Advance and (y) any amount that such Purchaser (as an LC Bank) funds or pays with respect to any drawings under Letters of Credit, to the extent such LC Bank has not been reimbursed therefor by the Sellers or by an LC Participation Advance.

Cardinal” means Cardinal Health, Inc., an Ohio corporation.

Cardinal Entity” means each of Cardinal, Griffin, CH-23, the Originator and each Approved Sub-Originator.

Carrying Cost Reserve” means, on any date of determination, an amount equal to the sum of (a) all accrued and unpaid CP Costs, Yield and fees and any other amounts payable by the Sellers under the Fee Letters plus (b) the product of (i) the Carrying Cost Reserve Percentage multiplied by (ii) the Net Receivables Balance as of the close of business of the Servicer on such date.

Carrying Cost Reserve Percentage” means, on any date of determination, a fraction (expressed as a percentage) (a) the numerator of which is the product of (i) 2.00 multiplied by (ii) the sum of (x) the Prime Rate then in effect plus (y) 5.00% multiplied by (iii) Days Sales Outstanding and (b) the denominator of which is 360.

Cash Management Agreement” means that certain Third Amended and Restated Cash Management Agreement, dated as of June 20, 2007, by and among Cardinal, Griffin, the Original Seller, each Originator and Cardinal Health 2, Inc., a Nevada corporation, formerly known as The Griffin Group, Inc., as administrator, as amended by the First Amendment thereto, dated as of November 19, 2007, and the Second Amendment thereto, dated as of November 13, 2008 and as may be further amended, restated, supplemented or otherwise modified from time to time.

Change of Control” means (i) the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of
Exh. I-3


1934) of 20% or more of the outstanding shares of voting stock of Performance Guarantor or (ii) Performance Guarantor shall cease to own or control, directly or indirectly, 100% of the outstanding shares of voting stock of any Seller, any Transferor or the Originator.

Charged-Off Receivable” means a Receivable: (i) as to which the Obligor thereof has taken any action, or suffered any event to occur, of the type described in Section 9.1(d) (as if references to Seller Party therein refer to such Obligor); (ii) as to which the Obligor thereof, if a natural person, is deceased, (iii) which, consistent with the Credit and Collection Policy, would be written off Seller’s books as uncollectible or (iv) which has been identified by Sellers as uncollectible.

Code” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.

Collateral” has the meaning set forth in Section 14.15(b).

Collection Account” means each concentration account, depositary account, lock-box account or similar account in which any Collections are collected or deposited, including, without limitation, any account established for the purposes of receiving Collections which are paid by automated clearing house (ACH) or wire transfer.

Collection Account Agreement” means an agreement, in form and substance satisfactory to the Agent, among the Originator or any Transferor and any Seller, the Agent and a Collection Bank, as such agreement may be amended, restated, supplemented or otherwise modified from time to time.

Collection Account Disclosure Letter” means that certain letter between the Sellers and the Agent dated November 3, 2014, identifying, among other things, the Collection Banks and the Collection Accounts, as such letter may be amended, restated, supplemented or otherwise modified from time to time.

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

Collection Notice” means a notice under a Collection Account Agreement, in form and substance satisfactory to the Agent, from the Agent to a Collection Bank or any similar or analogous notice from the Agent to a Collection Bank.

Collection Notice Event” means (a) the occurrence of any Potential Amortization Event under Section 9.1(d), (b) the occurrence with respect to Servicer or Performance Guarantor of any event of the type described in Section 9.1(d), but without regard to the 60 day grace period included in the last clause thereof, (c) the occurrence of any Amortization Event or (d) the occurrence of a Material Adverse Effect (as such term is defined herein, in the Receivables Sale Agreements or in any Transferor RPA).

Collections” means, with respect to any Receivable, all cash collections and other cash proceeds in respect of such Receivable, including, without limitation, all principal payments, yield, Finance Charges or other related amounts accruing in respect thereof, all cash proceeds of Related Security with respect to such Receivable and all amounts received as payments in respect of the Demand Loans.

Collections-to-Sales Ratio” means, as of the last day of any calendar month, the ratio (expressed as a percentage) of (i) the aggregate amount of Collections during such month, divided by (ii) the aggregate gross sales of the Originators during such month.

Commercial Paper” means promissory notes of any Conduit issued by such Conduit in the commercial paper market.

Commitment” means, for each Financial Institution, the commitment of such Financial Institution to purchase Purchaser Interests from Sellers in an amount not to exceed, (i) in the aggregate, the amount set forth opposite such Financial Institution’s name on Schedule A to this Agreement, as such amount may be modified in accordance with the terms hereof (including, without limitation, any termination of Commitments pursuant to Section 4.6 hereof) and (ii) with respect to any individual purchase hereunder, its Pro Rata Share of the Purchase Price therefor.

Commitment Availability” means at any time the positive difference (if any) between (a) an amount equal to the aggregate amount of the Commitments, minus (b) the sum of (i) the Aggregate Capital at such time, plus (ii) the LC Exposure at such time.

Concentration Limit” shall have the meaning set forth for such term on Schedule D hereto.
Exh. I-4



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

Confidential Information” has the meaning set forth in Section 14.6.

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 “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Tranche 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 Agent, in consultation with the Sellers, decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Transaction Documents).

Consent Notice” has the meaning set forth in Section 4.6(a).

Consent Period” has the meaning set forth in Section 4.6(a).

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.

Contractual Dilution Reserve” means, as of any date of determination and with respect to the Receivables of any Obligor, the aggregate amount of any reserves or liabilities maintained on the Seller’s books and records in accordance with generally accepted accounting principles and the Credit and Collection Policy for, or in anticipation of, volume rebates, flat fee rebates, performance-to-plan rebates, cost-plus-zero program rebates or similar rebates affecting or to affect the Receivables of such Obligor as reported on (i) prior to the Amortization Date, the most recently delivered Monthly Report, Weekly Report or Daily Report, as the case may be, or (ii) at any time on or after the Amortization Date, as reported on the last Monthly Report, Weekly Report or Daily Report delivered prior to the Amortization Date.

CP Costs” means for each day with respect to any Purchaser Interest (or any portion thereof) of any Conduit, an amount equal to the product of (i) the applicable CP Rate, times, (ii) the Capital of such Purchaser Interest on such day, times (iii) 1/360; provided, that notwithstanding anything in this Agreement or the other Transaction Documents to the contrary, Sellers agree that any amounts payable to such Conduit in respect of CP Costs for any period with respect to any Purchaser Interests (or portion thereof) funded by such Conduit by the issuance of Commercial Paper shall include an amount equal to the portion of the face amount of the outstanding Commercial Paper issued to fund or maintain such Purchaser Interests (or portion thereof) that corresponds to the portion of the proceeds of such Commercial Paper that was used to pay the interest component of maturing Commercial Paper issued to fund or maintain such Purchaser Interests (or portion thereof), to the extent that such Conduit had not received payments of interest in respect of such interest component prior to the maturity date of such maturing Commercial Paper (for purposes of the foregoing, the “interest component” of Commercial Paper equals the excess of the face amount thereof over the net proceeds received by such Conduit from the issuance of Commercial Paper, except that if such Commercial Paper is issued on an interest-bearing basis, its “interest component” will equal the amount of interest accruing on such Commercial Paper through maturity).

CP Disruption Event” means the inability of any Conduit, at any time, whether as a result of a prohibition, a contractual restriction or any other event or circumstance whatsoever, to raise funds through the issuance of its commercial paper notes (whether or not constituting “Commercial Paper” hereunder) in the United States commercial paper market.

Exh. I-5


CP Rate” means, for any period with respect to the Purchaser Interests (or portion thereof) of any Conduit then being funded by the issuance of Commercial Paper, the per annum rate equivalent to the weighted average cost (as determined such Conduit or its Managing Agent and which shall include commissions and fees of placement agents and dealers, incremental carrying costs incurred with respect to Commercial Paper maturing on dates other than those on which corresponding funds are received by such Conduit, other purchases by such Conduit (other than under any Liquidity Agreement) and any other costs and expenses associated with the issuance of Commercial Paper) of or related to the issuance of Commercial Paper that is allocated, in whole or in part, by such Conduit or its Managing Agent to fund or maintain such Purchaser Interests (and which may be also allocated in part to the funding of other assets of such Conduit (determined in the case of Commercial Paper issued on a discount by converting the discount to an interest equivalent rate per annum).

Credit and Collection Policy” means each Seller’s credit and collection policies and practices relating to Contracts and Receivables existing on the date of this Agreement and summarized in Exhibit VII hereto, as modified from time to time in accordance with this Agreement.

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

Daily One Month Term SOFR Capital” means Capital accruing Yield at Daily One Month Term SOFR.

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

Daily Report” means a report, in form and substance acceptable to the Agent and each Managing Agent, appropriately completed and furnished by the Servicer to the Agent and each Managing Agent pursuant to Section 8.5.

Days Sales Outstanding” means, on any date of determination, an amount (expressed in days) equal to the product of (a) the amount obtained by dividing (i) the aggregate Outstanding Balance of all Receivables as of the last day of the most recently ended calendar month by (ii) the aggregate Outstanding Balance of all Receivables that were originated during such calendar month multiplied by (b) 30.

Deemed Collections” means the aggregate of all amounts the Sellers shall have been deemed to have received as a Collection of a Receivable. The Sellers shall be deemed to have received a Collection in full of a Receivable if at any time (i) the Outstanding Balance of any such Receivable is either (x) reduced as a result of defective or rejected goods or services, any discount or any negative adjustment or otherwise by the Sellers (other than cash Collections on account of the Receivables); provided, however, that this clause (i)(x) shall exclude any Excluded Contractual Dilutions, or (y) reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), (ii) any of the representations or warranties in Article V are no longer true with respect to any Receivable or (iii) any Receivable is restructured into a Note Receivable.

Default Fee” means with respect to any amount due and payable by the Sellers in respect of any Aggregate Unpaids, an amount equal to the greater of (i) $1000 and (ii) interest on any such unpaid Aggregate Unpaids at a rate per annum equal to 2.50% above the Prime Rate.

Default Ratio” means, for any calendar month, an amount (expressed as a percentage) equal to (i) the sum of (A) the aggregate Outstanding Balance of all Defaulted Receivables as of the last day of such calendar month and (B) the aggregate Outstanding Balance of all Receivables that became Charged-Off Receivables during such calendar month divided by (ii) the aggregate gross sales of the Originators during the calendar month that is four calendar months prior to such calendar month.

Exh. I-6


Defaulted Receivable” means a Receivable as to which any payment, or part thereof, remains unpaid for more than 90 but less than 121 days from the original invoice due date for such payment as set forth on the invoice or otherwise.

Defaulting Financial Institution” means any Financial Institution that (a) has failed to (i) perform its obligation to fund any portion of its Incremental Purchases or LC Participation Advances or (ii) pay over to the Agent or any Purchaser any other amount within two Business Days of the date required to be funded or paid by it hereunder, unless, in the case of clause (i) above, such Financial Institution notifies the Agent and the Sellers in writing that such failure is the result of such Financial Institution’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Sellers, the Agent or any Purchaser in writing, or has made a public statement to the effect, that it does not intend to comply with any of its funding obligations under this Agreement or any other Transaction Document or generally under other agreements in which it commits or extends credit (unless such writing or public statement relates to such Financial Institution’s obligation to fund any portion of its Incremental Purchases or LC Participation Advances and states that such position is based on such Financial Institution’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied), (c) has failed, within three Business Days after written request by the Agent or the Additional Seller, for itself and/or on behalf of the Original Seller, to confirm in writing in a manner satisfactory to the Agent and the Sellers, that it will comply with the terms of this Agreement and the other Transaction Documents relating to its obligations to fund prospective Incremental Purchases and LC Participation Advances under this Agreement (provided that such Financial Institution shall cease to be a Defaulting Financial Institution pursuant to this clause (c) upon receipt of such written confirmation by the Agent and the Sellers), (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any bankruptcy or insolvency proceeding or the subject of a Bail-In Action or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such capacity; provided that, for the avoidance of doubt, a Financial Institution shall not be a Defaulting Financial Institution solely by virtue of the ownership or acquisition of any equity interest in such Financial Institution or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Financial Institution with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Financial Institution (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Financial Institution.

Defaulting Financial Institution Account” means the account or accounts at any time designated as the Defaulting Financial Institution Account established and maintained by the Agent (for the benefit of the LC Banks and the Defaulting Financial Institutions), or such other account as may be so designated as such by the Agent (which, for the avoidance of doubt, may be one or more accounts maintained at the respective LC Banks).

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, calculated on a three-month rolling average basis.

Delinquent Receivable” means a Receivable as to which any payment, or part thereof, remains unpaid for more than 60 days from the original invoice due date for such payment.

Demand Loan” means a loan of Collections made by Sellers to Cardinal pursuant to and in accordance with the terms of the Cash Management Agreement, which loan is payable on demand, together with accrued and unpaid interest thereon.

Designated Obligor” means each Obligor indicated by the Agent to Sellers in writing.

Determination Date” means the 2nd Business Day of each calendar month.

DHR Adjustment Factor” means, at any time, the greater of (i) 1.0 and (ii) the quotient determined by dividing (a) the weighted average credit memo lag expressed as a number of days as determined by the Servicer and the Agent based upon the most recently conducted Audit (or such other number of days as agreed to in writing by the Sellers, the Agent and the Managing Agents), by (b) 30.

DHR Adjustment Factor Remainder” means the amount equal to excess, if any, of (i) the DHR Adjustment Factor, over (ii) the DHR Adjustment Factor rounded down to the nearest whole number.
Exh. I-7


DHR Initial Lookback Period” means the number of calendar months preceding such date of determination (beginning with and including the calendar month most recently ended) equal to the DHR Adjustment Factor rounded down to the nearest whole number.

Dilution Horizon Ratio” means, as of the last day of any calendar month, a percentage equal to (i) the sum of (a) the aggregate gross sales of the Originators during each calendar month falling within the DHR Initial Lookback Period plus (b) the product of (x) the DHR Adjustment Factor Remainder, times (y) the aggregate gross sales of the Originators during the calendar month immediately preceding the DHR Initial Lookback Period, divided by (ii) at any time, the Ratings Level then in effect is (a) Ratings Level 1, the amount equal to the Non-Defaulted Receivables Balance as of the last day of such calendar month, or (b) Ratings Level 2, Ratings Level 3 or Ratings Level 4, the Net Receivables Balance as of the last day of the most recently ended calendar month.

Dilution Percentage” means as of the last day of any calendar month, a percentage equal to the following:

[[SF x ED] +[ (DS - ED) x DS ]] x DHR ED

where:
SF = the Dilution Stress Factor at such time
ED = the Expected Dilution Ratio at such time
DS = the Dilution Spike Ratio at such time
DHR = the Dilution Horizon Ratio at such time

Dilution-to-Sales Ratio” means, at any time, a percentage equal to (i) the aggregate amount of Dilutions which occurred during the month then most recently ended, divided by (ii) the aggregate gross sales of the Originators during the month one month prior to such month, calculated on a monthly basis.

Dilution Reserve” means, on any date, an amount equal to the Dilution Percentage multiplied by the Net Receivables Balance as of the close of business of the Servicer on such date.

Dilution Spike Ratio” means, as of the last day of any calendar month, the highest monthly Dilution-to-Sales Ratio calculated as of the last day of each of the twelve calendar months then most recently ended.

Dilution Stress Factor” means, at any time, the “Dilution Stress Factor” set forth in the table below corresponding to the Ratings Level in effect at such time and set forth in the table below:

Ratings LevelDilution Stress Factor
Ratings Level 12
Ratings Level 22
Ratings Level 32.25
Ratings Level 42.25

Dilutions” means, at any time, the aggregate amount of reductions or cancellations described in clauses (i) and (iii) of the definition of “Deemed Collections”.

Discount Rate” means, Adjusted Daily One Month Term SOFR or the Base Rate, as applicable, with respect to each Purchaser Interest of the Financial Institutions.

Distribution” has the meaning set forth in Section 2.9.

Dynamic Reserve” means, on any date of determination, an amount equal to the sum of (i) the Dilution Reserve plus (ii) the Loss Reserve.

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
Exh. I-8


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.

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:

(i)    the Obligor of which (A) if a natural person, is a resident of the United States or, if a corporation or other business organization, is organized under the laws of the United States or any political subdivision thereof and has its chief executive office in the United States, (B) is not an Affiliate of any of the parties hereto and (C) is neither (I) a Designated Obligor nor (II) a Sanctioned Person,

(ii)    the Obligor of which is not the Obligor of (i) any Charged-Off Receivable or (ii) Receivables more than 30% of which are Delinquent Receivables or (iii) any Note Receivable that was structured as a Note Receivable for credit reasons,

(iii)    which is not a Charged-Off Receivable, a Delinquent Receivable or a Legal Receivable,

(iv)    which arises under a Contract that requires payment in full of such Receivable within 45 days of the original invoice date therefor; provided, however, that (a) a Medium Term Receivable that is otherwise an “Eligible Receivable” but for this clause (iv), shall be an Eligible Receivable notwithstanding this clause (iv) if the Outstanding Balance of such Medium Term Receivable when added to the Outstanding Balance of all other Medium Term Receivables does not exceed ten percent (10%) of the aggregate Outstanding Balance of all Receivables and (b) a Long Term Non-Trade Show Receivable that is otherwise an “Eligible Receivable” but for this clause (iv), shall be an Eligible Receivable notwithstanding this clause (iv) if the Outstanding Balance of such Long Term Non-Trade Show Receivable when added to the Outstanding Balance of all other Long Term Non-Trade Show Receivable does not exceed five percent (5%) of the aggregate Outstanding Balance of all Receivables,

(v)    which has not had its payment terms extended for credit reasons or otherwise been restructured for credit reasons,

(vi)    which is an “account” or “general intangible” within the meaning of the UCC of all applicable jurisdictions or “chattel paper” within the meaning of the UCC of all applicable jurisdictions and which is not evidenced, in whole or in part, by any note, draft or other “instrument” or “document” within the meaning of Article 9 of the UCC,

(vii)    which is denominated and payable only in United States dollars in the United States,

(viii)    which arises under a Contract, which, together with such Receivable, is in full force and effect and constitutes the legal, valid and binding obligation of the related Obligor enforceable against such Obligor by the applicable Originator or Approved Sub-Originator and its assignees, subject to no offset, counterclaim or other defense,

(ix)    as to which all right, title and interest thereto and therein has been validly transferred (A) in the case of any Receivable originated by an Approved Sub-Originator, by such Approved Sub-Originator directly to the Originator under and in accordance with the applicable Sub-Originator Sale Agreement, (B) by the Originator directly to the applicable Transferor under and in accordance with the applicable Transferor RPA and (C) by such Transferor directly to the applicable Seller under and in accordance with the relevant Receivables Sale Agreement, and as to which such Seller has good and marketable title thereto free and clear of any Adverse Claim,

(x)    which arises under a Contract that contains an obligation to pay a specified sum of money and as to which the applicable Originator or Approved Sub-Originator has performed all obligations due or to
Exh. I-9


become due from it, and no further action is required to be performed by any Person with respect thereto other than payment thereon by the applicable Obligor,

(xi)    which, together with the Contract related thereto, does not contravene any law, rule or regulation applicable thereto (including, without limitation, any law, rule and regulation relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to which no part of the Contract related thereto is in violation of any such law, rule or regulation,

(xii)    which satisfies all applicable requirements of the Credit and Collection Policy,

(xiii)    which was generated in the ordinary course of the applicable Originator’s or Approved Sub-Originator’s business,

(xiv)    which arises solely from the sale of goods or the provision of services to the related Obligor by the applicable Originator or Approved Sub-Originator, and not by any other Person (in whole or in part),

(xv)    which is not subject to any right of rescission, set-off, counterclaim, any other defense (including defenses arising out of violations of usury laws) of the applicable Obligor against the applicable Originator or Approved Sub-Originator and which is not subject to any other Adverse Claim, and the Obligor thereon holds no right as against the applicable Originator or Approved Sub-Originator to cause such Originator or Approved Sub-Originator to repurchase the goods or merchandise the sale of which shall have given rise to such Receivable (except with respect to sale discounts effected pursuant to the Contract, or defective goods returned in accordance with the terms of the Contract or in compliance with the applicable Originator’s or Approved Sub-Originator’s returned goods policy as in effect on the date hereof),

(xvi)    the inclusion of which as an Eligible Receivable does not result in the aggregate Outstanding Balance of all Receivables having an Obligor that is a government or a governmental subdivision or agency exceeding ten percent (10%) of the aggregate Outstanding Balance of all Receivables,

(xvii)    the inclusion of which as an Eligible Receivable does not result in the aggregate Outstanding Balance of all Trade Show Receivables with terms of up to six (6) months exceeding two percent (2%) of the aggregate Outstanding Balance of all Receivables,

(xviii)    as to which the Agent has not notified Sellers that the Agent has determined that such Receivable or class of Receivables is not acceptable as an Eligible Receivable, including, without limitation, because such Receivable arises under a Contract that is not acceptable to the Agent,

(xix)    which does not constitute proceeds of any inventory that was pledged to any Person,

(xx)    which was originated subsequent to the date hereof and the Originator or Approved Originator of which is not Allegiance Corporation, Cardinal Health 200, LLC, or any other Person that ceases to be an Approved Sub-Originator subsequent to the origination of such Receivable,

(xxi)    which does not represent Finance Charges, and

(xxii)    which is not a ParMed Receivable, unless and until such time, if any, that the Agent has received (A) such information and reports with respect to ParMed Receivable, in form and substance satisfactory to the Agent, as the Agent has requested from the Sellers or the Servicer and (B) either (1) evidence reasonably satisfactory to the Agent that the Sellers (or Servicer on its behalf) have instructed all Obligors of Receivables ParMed Receivable to deliver payments on such Receivables to an existing Lock-Box Account or (2) a duly executed Collection Account Agreement (or amendment thereto) satisfactory to the Agent relating to each account to which Sellers (or Servicer on its behalf) have instructed Obligors of ParMed Receivable.

Enhancement Agreement” means any agreement between a Conduit and any other Person(s), entered into to provide (directly or indirectly) credit enhancement to such Conduit’s Commercial Paper facility.

ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.
Exh. I-10



Erroneous Payment” has the meaning set forth in Section 11.9.

Erroneous Payment Subrogation Rights” has the meaning set forth in Section 11.9.

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.

Excluded Contractual Dilution” means any amounts that would otherwise be included in clause (i)(x) of “Deemed Collections” that result from volume rebates, flat fee rebates, performance-to-plan rebates, cost-plus-zero program rebates or similar rebates affecting the Receivables of any Obligor during any period solely to the extent that such amounts do not, in the aggregate, exceed the Contractual Dilution Reserve for such Obligor and such period; provided, however, that on and after the Amortization Date, “Excluded Contractual Dilution” shall mean any amounts that would otherwise be included in clause (i)(x) of “Deemed Collections” that result from volume rebates, flat fee rebates, performance-to-plan rebates, cost-plus-zero program rebates or similar rebates affecting the Receivables of any Obligor since the Amortization Date solely to the extent that such amounts do not, in the aggregate, exceed the Contractual Dilution Reserve for such Obligor and determined pursuant to clause (ii) of “Contractual Dilution Reserve”.

Excluded Receivable” means (i) a Note Receivable that has been sold to National City Bank prior to May 21, 2004 pursuant to that certain Purchase and Sale Agreement, dated as of March 25, 1994, among Cardinal, the Originators, National City Bank and certain other parties named therein, as modified by that certain Modification of Purchase and Sale Agreement dated as of June 29, 1998, (ii) a Brokerage Receivable and (iii) a Kinray Receivable.

Excluded Taxes” means, in the case of each Affected Party, (i) taxes imposed on its overall net income and franchise taxes (and any interest, fees or penalties for late payment thereof) imposed on it by (a) the jurisdiction under the Laws of which such Affected Party is incorporated or organized or (b) the jurisdiction in which such Affected Party’s principal executive office or such Affected Party’s applicable Funding Office is located; and (ii) any Taxes imposed under FATCA (or any amended or successor version of FATCA if such amended or successor version provides a commercially reasonable mechanism to avoid the tax imposed thereunder by satisfying the information reporting and other requirements of FATCA).

Existing Agreement” has the meaning set forth in the Preliminary Statements to this Agreement.

Expected Dilution Ratio” means, as of the last day of any calendar month, the average Dilution-to-Sales Ratio in respect of the twelve months then most recently ended.

Extension Notice” has the meaning set forth in Section 4.6(a).

Facility Account” has the meaning set forth in the Collection Account Disclosure Letter.

FASB” has the meaning set forth in Section 10.2.

FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version) and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

Federal Funds Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it.

Fee Letter” means each of (i) the letter agreement, dated as of November 1, 2013 among Seller, the Agent, the Managing Agents and the Purchasers, as it may be amended or modified and in effect from time to time, and (ii) any other fee letter or similar letter agreement relating to the payment of fees to any of the Purchasers entered into among Seller, the Purchasers party thereto and/or any agent or agents acting on behalf of any such Purchasers, as any such fee letter or letter agreement may be amended or modified and in effect from time to time.
Exh. I-11


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

Financial Institutions” has the meaning set forth in the preamble in this Agreement. For the avoidance of doubt, if any Person that is a Financial Institution is also an LC Bank, “Financial Institution” shall be deemed to be a reference to such Person in both such capacities.

Financial Institution Termination Date” means, with respect to any Financial Institution and its related Conduit(s), if any, (a) the Scheduled Facility Termination Date that such Terminating Financial Institution did not consent to extend or (b) the date, if any, specified by the related Managing Agent upon not less than thirty (30) days’ prior written notice, which may be delivered to the Sellers if a CP Disruption Event shall have occurred with respect to a related Conduit and shall have continued for a period of 270 consecutive days, so long as such Managing Agent shall have notified the Sellers of the occurrence of such CP Disruption Event and shall have provided the Sellers confirmation that such CP Disruption is continuing promptly following reasonable periodic request therefor.

Fitch” means Fitch, Inc. (d/b/a Fitch Ratings) or any successor thereto that is a nationally recognized statistical rating organization.

Floor” means 0.00%.

Funding Agreement” means this Agreement and any agreement or instrument executed by any Funding Source with or for the benefit a Conduit.

Funding Office” means, with respect to any Affected Party, the office, branch, subsidiary or Affiliate of such Affected Party in which it elects to book its interest in the Purchaser Interest or its other interests hereunder.

Funding Source” means (a) any Financial Institution and (b) with respect to any Conduit (i) such Conduit’s Related Financial Institution(s), (ii) such Conduit’s related Managing Agent, (iii) any insurance company, bank or other funding entity providing liquidity, credit enhancement or back-up purchase support or facilities to such Conduit, (iv) any agent, administrator or manager of such Conduit and (v) any bank holding company related to any of the foregoing.

Governmental Authority” means the government of the United States of America or any other nation, or of 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.

Griffin” means Griffin Capital, LLC, a Nevada limited liability company.

Incremental Purchase” means a purchase of one or more Purchaser Interests which increases the total outstanding Aggregate Capital or the LC Exposure hereunder. For the avoidance of doubt, each issuance of a Letter of Credit hereunder shall constitute an Incremental Purchase.

Indebtedness” of a Person means such Person’s (i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of property or services (other than accounts payable arising in the ordinary course of such Person’s business payable on terms customary in the trade), (iii) obligations, whether or not assumed, secured by liens or payable out of the proceeds or production from property now or hereafter owned or acquired by such Person, (iv) obligations which are evidenced by notes, acceptances, or other instruments, (v) capitalized lease obligations, (vi) net liabilities under interest rate swap, exchange or cap agreements, (vii) Contingent Obligations and (viii) liabilities in respect of unfunded vested benefits under plans covered by Title IV of ERISA.

Independent Manager” shall mean a member of the Board of Managers of each Seller who is not at such time, and has not been at any time during the preceding five (5) years, (A) a director, officer, manager, member employee or affiliate of any Seller, any Cardinal Entity, or any of their respective Subsidiaries or Affiliates, or (B) the beneficial owner (at the time of such individual’s appointment as an Independent Manager or at any time thereafter while serving as an Independent Manager) of any of the outstanding membership or other equity interests of any Seller, any Cardinal Entity, or any of their respective Subsidiaries or Affiliates, having general voting rights.
Exh. I-12


Kinray Receivable” means, at any time following the merger of Kinray, LLC, a New York limited liability company, and Cardinal Health 110, LLC, a Receivable originated by legacy Kinray, LLC, which receivables are processed on the iSeries/AS400 billing system as of November 14, 2016.

Law” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes, executive orders or administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of Law.

LC Adjusted Exposure” means, at any time, the LC Exposure minus the amount of cash collateral held in the LC Collateral Account at such time.

LC Bank” has the meaning set forth in the preamble in this Agreement. If the context so requires, the LC Bank with respect to any Letter of Credit shall be deemed to mean the LC Bank that issued such Letter of Credit.

LC Collateral Account” means the account or accounts at any time designated as the LC Collateral Account established and maintained by the Agent (for the benefit of the LC Banks and the Financial Institutions), or such other account as may be so designated as such by the Agent (which, for the avoidance of doubt, may be one or more accounts maintained at the respective LC Banks).

LC Expiry Notice Date” has the meaning set forth in Section 1.6(b).

LC Exposure” means at any time, the sum of the amounts then available to be drawn under all outstanding Letters of Credit.

LC Facility Limit” means the lesser of (i) $200,000,000 and (ii) the Purchase Limit.

LC Fee Expectation” has the meaning set forth in Section 1.9(c).

LC Limit” means, with respect to each LC Bank, the amount set forth as such LC Bank’s LC Limit in Schedule A hereto.

LC Participation Advance” has the meaning set forth in Section 1.8(c).

LC Reimbursement Date” has the meaning set forth in Section 1.8(b).

LC Reimbursement Obligation” has the meaning set forth in Section 1.8(a).

LC Reimbursement Purchase” has the meaning set forth in Section 1.8(b).

Legal Receivable” means a Receivable that is the subject of an action, suit or proceeding before any Governmental Authority or arbitrator or as to which the Obligor thereof has taken any action, or suffered any event to occur, of the type described in Section 9.1(d) (as if references to Seller Party therein refer to such Obligor).

Letter of Credit” means any stand-by letter of credit issued by an LC Bank at the request of the Sellers pursuant to this Agreement.

Letter of Credit Application” means, with respect to any Letter of Credit and any related Purchase Notice, the applicable LC Bank’s form of Letter of Credit Application, substantially in the form of Exhibit XII hereto or such other form as such LC Bank specifies from time to time.

Liquidity Agreement” means any agreement entered into, directly or indirectly, in connection with or related to, this Agreement pursuant to which any Person agrees to make loans or advances to, or purchase from, a Conduit (directly or indirectly) in order to provide liquidity for such Conduit’s Commercial Paper or other senior indebtedness.

Exh. I-13


Lock-Box” means a locked postal box or departmental box located at a bank, in each case, maintained by Griffin in its capacity as Servicer 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.

Lock-Box Account” means each deposit account that is associated with each Lock-Box.

Long Term Non-Trade Show Receivable” means a Receivable that (i) is not a Trade Show Receivables and (ii) arises under a Contract that requires payment in full of such Receivable within not less than 91 days and not more than 180 days of the original invoice therefor.

Loss Horizon Ratio” means as of any date, an amount (expressed as a percentage) equal to (i) the aggregate gross sales of the Originators during the four most recently ended calendar months divided by (ii) at any time, the Ratings Level then in effect is (a) Ratings Level 1, the amount equal to the Non-Defaulted Receivables Balance as of the last day of such calendar month, or (b) Ratings Level 2, Ratings Level 3 or Ratings Level 4, the Net Receivables Balance as of the last day of the most recently ended calendar month.

Loss Percentage” means, at any time, a percentage equal to the product of (i) Loss Stress Factor multiplied by (ii) the Loss Ratio multiplied by (iii) the Loss Horizon Ratio.

Loss Ratio” means, on any date, the greatest three-month average Default Ratio as calculated for each of the 12 most recently ended calendar months.

Loss Reserve” means, on any date, an amount equal to the Loss Percentage multiplied by the Net Receivables Balance as of the close of business of the Servicer on such date.

Loss Stress Factor” means, at any time, the “Loss Stress Factor” set forth in the table below corresponding to the Ratings Level in effect at such time and set forth in the table below:

Ratings LevelLoss Stress Factor
Ratings Level 12
Ratings Level 22
Ratings Level 32.25
Ratings Level 42.25

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

Margin Stock” means: (i) any equity security registered or having unlisted trading privileges on a national securities exchange; (ii) any OTC security designated as qualified for trading in the National Market System under a designation plan approved by the Securities and Exchange Commission; (iii) any debt security convertible into a margin stock or carrying a warrant or right to subscribe to or purchase a margin stock; (iv) any warrant or right to subscribe to or purchase a margin stock; or (v) any security issued by an investment company registered under Section 8 of the Investment Company Act of 1940.

Material Adverse Effect” means a material adverse effect on (i) the financial condition or operations of any Seller Party and its Subsidiaries taken as a whole, (ii) the ability of any Seller Party to perform its obligations under this Agreement or Performance Guarantor to perform its obligations under any Performance Guaranty, (iii) the legality, validity or enforceability of this Agreement or any other Transaction Document, (iv) any Purchaser’s interest in the Receivables generally or in any significant portion of the Receivables, the Related Security or the Collections with respect thereto, or (v) the collectibility of the Receivables generally or of any material portion of the Receivables.

Medium Term Receivable” means a Receivable that arises under a Contract that requires payment in full of such Receivable within 90 days of the original invoice therefor.

Monthly Report” means a report, in substantially the form of Exhibit IX hereto (appropriately completed), furnished by the Servicer to the Agent and each Managing Agent pursuant to Section 8.5.
Exh. I-14


Moody’s” means Moody’s Investors Service, Inc. or any successor thereto that is a nationally recognized statistical rating organization.

MUFG” means MUFG Bank, Ltd., and its successors.

MUFG Conduit” means Victory Receivables Corporation and its successors.

Net Receivables Balance” means, at any time, the aggregate Outstanding Balance of all Receivables that are Eligible Receivables at such time reduced by (i) the aggregate amount by which the Outstanding Balance of all Receivables that are Eligible Receivables of each Obligor and its Affiliates exceeds the Concentration Limit for such Obligor and (ii) the aggregate Contractual Dilution Reserves for all Eligible Receivables of all Obligors.

Non-Defaulted Receivables Balance means the aggregate Outstanding Balance of all Receivables as to which no payment, or part thereof, remains unpaid for more than ninety (90) days from the original due date for such payment (determined without regard to any extension of the date due pursuant to Section 8.2(d)).

Non-Renewing Financial Institution” has the meaning set forth in Section 4.6(a).

Non-U.S. Affected Party” has the meaning set forth in Section 10.4(d)(ii).

Note Receivable” means a Receivable that is evidenced, in whole or in part, by any note, draft or other “instrument” or “document” within the meaning of Article 9 of the UCC.

Obligations” shall have the meaning set forth in Section 2.1.

Obligor” means a Person obligated to make payments pursuant to a Contract.

OFAC” has the meaning set forth in the definition of Sanctioned Person.

Omnibus Agreement” means that certain Omnibus Amendment and Assignment Agreement, dated as of the date hereof, by and among the parties hereto.

Originator” means Cardinal Health 110, LLC, a Delaware limited liability company, formerly known as each of Cardinal Health 110, Inc. and Whitmire Distribution Corporation, and as successor by merger to each of Cardinal Syracuse, Inc., a New York corporation, Ohio Valley-Clarksburg, Inc., a Delaware corporation, Cardinal Health 103, Inc., a Mississippi corporation, and Cardinal Health 106, Inc., a Massachusetts corporation, and Cardinal Health 411, LLC, an Ohio limited liability company.

Other Taxes” has the meaning set forth in Section 10.4(b).

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

ParMed Receivable” means, a Receivable originated by the ParMed division of Cardinal Health 110, LLC, which Receivables are processed on the Business Planning and Control System as of November 14, 2016.

Participant” has the meaning set forth in Section 12.2.

Payment Recipient” has the meaning set forth in Section 11.9.

Performance Guarantor” means Cardinal.

Performance Guaranty” means each of (i) that certain Fifth Amended and Restated Performance Guaranty, dated as of November 1, 2013, by the Performance Guarantor in favor of the Original Seller, as may be reaffirmed, amended, restated or otherwise modified from time to time, and (ii) that certain Performance Guaranty, dated as of the date hereof, by the Performance Guarantor in favor of the Additional Seller, as may be reaffirmed, amended, restated or otherwise modified from time to time (the “Additional Performance Guaranty”).

Permitted Commingled Collections” means all cash collections and other cash proceeds in respect of receivables owing to Subsidiaries of Cardinal that are neither Originators nor Approved Sub-Originators not exceeding $3,000,000 in the
Exh. I-15


aggregate per calendar month; provided, that, such collections shall cease to be “Permitted Commingled Collections” upon the occurrence of any of the following events: (a) an Amortization Event or Potential Amortization Event shall have occurred or (b) the Ratings Level then in effect is either Ratings Level 3 or Ratings Level 4.

Permitted Linked Accounts” means such accounts designated as “Permitted Link Accounts” by the Sellers or Servicer in writing to the Agent, as the same may be updated from time to time in writing by the Sellers and Servicer.

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

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.

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

Prime Rate” means a rate per annum equal to the higher of (x) the prime rate of interest announced from time to time by the Agent (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes, and (y) the Federal Funds Rate plus 0.50%.

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

Pro Rata Share” means, (a) for each Financial Institution, a percentage equal to (i) the Commitment of such Financial Institution, divided by (ii) the aggregate amount of all Commitments of all Financial Institutions hereunder, adjusted as necessary to give effect to the application of the terms of Section 4.6 and (b) for each Conduit or Purchaser Group, the aggregate of the Pro Rata Shares determined pursuant to clause (a) above for all Financial Institutions in its or such (as applicable) Purchaser Group.

Purchase” means any purchase made by a Purchaser under Section 1.1.

Purchase Limit” means $1,000,000,000, as such amount may be modified in accordance with the terms of Section 4.6(b).

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

Purchase Price” means, with respect to any Incremental Purchase of a Purchaser Interest, the amount paid to the Sellers (or, in the case of a Letter of Credit issuance, the amount available to be drawn under such Letter of Credit) for such Purchaser Interest which shall not exceed the least of (i) the amount requested by the Sellers in the applicable Purchase Notice, (ii) the unused portion of the Purchase Limit (or, in the case of a Letter of Credit issuance, the lesser of the LC Facility Limit and the applicable LC Limit) on the applicable purchase date, taking into account any other proposed Incremental Purchase requested on the applicable purchase date, and (iii) the excess, if any, of the Net Receivables Balance (less the Aggregate Reserves) on the applicable purchase date (determined as of the date of the most recent report, whether such report is a Monthly Report, Weekly Report or Daily Report) over the sum of the Aggregate Capital plus the LC Adjusted Exposure (determined after giving effect to such Incremental Purchase and any other proposed Incremental Purchase requested on the applicable purchase date).

Purchaser Group” means each group consisting of a Conduit (if applicable), Financial Institution, LC Bank (if applicable), Agent (if applicable) and Managing Agent, as listed on Schedule A to this Agreement under the heading “Purchaser Groups”.

Purchaser Group Commitment” means, with respect to any Purchaser Group or any Purchaser in such Purchaser Group, the aggregate Commitments of all Related Financial Institutions in such Purchaser Group.

Purchasers” means each Conduit, each Financial Institution and each LC Bank.

Purchaser Interest” means, at any time, an undivided percentage ownership interest (computed as set forth below) associated with a designated amount of Capital and/or any designated portion of the LC Adjusted Exposure, selected pursuant to
Exh. I-16


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:


E
NRB - AR

Where:

:
E=the amount of such selected Capital and/or such selected portion of the LC Adjusted Exposure, as the case may be.
NRB=the Net Receivables Balance.
AR=the Aggregate Reserves.

Such undivided percentage ownership interest shall be initially computed on its date of purchase. Thereafter, until the Amortization Date, each Purchaser Interest shall be automatically recomputed (or deemed to be recomputed) on each day prior to the Amortization Date. The variable percentage represented by any Purchaser Interest as computed (or deemed recomputed) as of the close of the business day immediately preceding the Amortization Date shall remain constant at all times after such Amortization Date. For the avoidance of doubt, unless otherwise specified or unless the context otherwise requires, (x) each reference to the Purchaser Interest of a particular Purchaser or Purchaser Group shall be deemed to mean the Purchaser Interest calculated with respect to all such Purchaser’s or Purchaser Group’s (as applicable) outstanding Capital and Pro Rata Share of the LC Adjusted Exposure and (y) each reference to the Purchaser Interest generally or the Purchaser Interest of all Purchasers or Purchaser Groups shall be deemed to mean the Purchaser Interest calculated with respect to the Aggregate Capital and the entire LC Adjusted Exposure.

Purchasing Financial Institution” has the meaning set forth in Section 12.1(b).

Rating Agency” means, collectively, S&P, Moody’s and Fitch.

Ratings Level” means, at any time, the “Ratings Level” set forth in the table below corresponding to the “Qualification Requirements” set forth in the table below.

Qualification RequirementsRatings Level
The senior unsecured long-term debt ratings of Cardinal are (i) at BBB- or higher (as determined by S&P) and (ii) at Baa3 or higher (as determined by Moody’s)
Ratings Level 1
Cardinal does not qualify for Ratings Level 1 and the senior unsecured long-term debt ratings of Cardinal are (i) at BB+ or higher (as determined by S&P) and (ii) at Ba1 or higher (as determined by Moody’s)
Ratings Level 2
Cardinal does not qualify for Ratings Level 1 or Ratings Level 2 and the senior unsecured long-term debt ratings of Cardinal are (i) at BB or higher (as determined by S&P) and (ii) at Ba2 or higher (as determined by Moody’s)
Ratings Level 3
Cardinal does not qualify for Ratings Level 1, Ratings Level 2 or Ratings Level 3 for any reasonRatings Level 4
Receivable” means: (i) for purposes of each Receivables Sale Agreement, (a) all rights to payment owed (without giving effect to the transfers under any Sub-Originator Sale Agreement or any Transferor RPA) to the Originator or applicable Approved Sub-Originator for goods sold or services performed by the Originator or such Approved Sub-Originator or in which the
Exh. I-17


Originator or Approved Sub-Originator has a security or other interest, whether such rights to payment constitute an account, chattel paper, general intangible or otherwise (as each of the foregoing terms is used in Article 9 of the UCC) and includes, without limitation, the obligation to pay any Finance Charges with respect thereto, excluding, however, any Excluded Receivable and (b) all rights of the applicable Transferor under each Sub-Originator Sale Agreement and each Transferor RPA and (ii) for purposes of this Agreement, (a) all rights to payment owed (without giving effect to the transfers under any Sub-Originator Sale Agreement, any Transferor RPA or the applicable Receivables Sale Agreement) to the Originator or applicable Approved Sub-Originator for goods sold or services performed by the Originator or such Approved Sub-Originator or in which such Originator or Sub-Originator has a security or other interest, whether such rights to payment constitute an account, chattel paper, general intangible or otherwise (as each of the foregoing terms is used in Article 9 of the UCC) and includes without limitation, the obligation to pay any Finance Charges with respect thereto, excluding however, any Excluded Receivable and (b) all rights of the Sellers under each Sub-Originator Sale Agreement, each Transferor RPA and the applicable Receivables Sale Agreement. Rights to payment arising from any one transaction, including, without limitation, rights to payment represented by an individual invoice shall constitute a Receivable separate from a Receivable consisting of the rights to payment arising from any other transaction.

Receivables Sale Agreement” means each of (i) that certain Amended and Restated Receivables Sale Agreement, dated as of May 21, 2004, between Griffin, as transferor (the “Griffin Transferor”) and the Original Seller, 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, and as may be further amended, restated or otherwise modified from time to time, and (ii) that certain Receivables Sale Agreement, dated as of the date hereof, between CH-23, as transferor (the “CH-23 Transferor” and collectively with the Griffin Transferor, the “Transferors” and each a “Transferor”) and the Additional Seller, as may be amended, restated or otherwise modified from time to time (the “Additional Receivables Sale Agreement”).

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.

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

Regulatory Change” means, relative to any Funding Source:

(a)    any change in (or the adoption, implementation, change in phase-in or interpretations or commencement of effectiveness of) any:

(xxiii)    law applicable to such Funding Source;

(xxiv)    rule, regulation, interpretation, directive, requirement or request (whether or not having the force of law and including any such rule, regulation, interpretation, directive or requirement regarding capital adequacy) applicable to such Funding Source of (A) any Governmental Authority charged with the interpretation or administration of any law referred to in clause (a)(i) or of (B) any central bank or comparable agency or fiscal, monetary or other authority having jurisdiction over such Funding Source; or

(xxv)    generally accepted accounting principles consistently applied or regulatory accounting principles applicable to such Funding Source and affecting the application to such Affected Party of any law, regulation, interpretation, directive, requirement or request referred to in clause (a)(i) or (a)(ii) above;

(b)    any change in the application to such Funding Source of any existing law, rule, regulation, interpretation, directive, requirement, request or accounting principles referred to in clause (a)(i), (a)(ii) or (a)(iii) above.

Reinvestment” has the meaning set forth in Section 2.2.

Related Financial Institution” means with respect to each Conduit or Purchaser Group, each Financial Institution set forth opposite such Conduit’s name or as a member of such Purchaser Group (as the case may be) in Schedule A to this Agreement and/or, in the case of an assignment pursuant to Section 12.1, set forth in the applicable Assignment Agreement.
Exh. I-18



Related Security” means, with respect to any Receivable:
(i)    all of the applicable Seller’s interest, if any, in the inventory and goods (including returned or repossessed inventory or goods), the sale or financing of which by the applicable Originator gave rise to such Receivable,

(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, “supporting obligations” (within the meaning of Section 9-102(a) of the UCC of all applicable jurisdictions) 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 of the applicable Seller’s right, title and interest in the Records related to such Receivable; provided, that with respect to any Contract, such Related Security shall only include such right, title and interest as it relates to payment under such Contract,

(vi)    all of Sellers’ right, title and interest in, to and under each of the Receivables Sale Agreement, the Performance Guaranty, each Transferor RPA, each Sub-Originator Sale Agreement, the Cash Management Agreement, the Demand Loans, each Lock-Box and each Collection Account, and

(vii)    all proceeds of any of the foregoing.

Required Financial Institutions” means, at any time, collectively, the Financial Institutions with Commitments in excess of 66-2/3% of the aggregate Commitments.

Required Notice Period” means the number of days required notice set forth below applicable to the Aggregate Reduction indicated below; provided that such notice shall be given by at least 12:00 noon (New York time) on such day:

Aggregate ReductionRequired Notice Period
≤ $250,000,000one Business Day
> $250,000,000two Business Days

Reserve Floor” means, on any date of determination, an amount equal to the product of (i) the Reserve Floor Percentage multiplied by (ii) the Net Receivables Balance as of the close of business of the Servicer on such date.

Reserve Floor Percentage” means, on any date of determination, a percentage equal to the sum of (i) 25% plus (ii) the product of (x) the Expected Dilution Ratio multiplied by (y) the Dilution Horizon Ratio.

Sanctioned Country” means, at any time, a country or territory which is the subject or target of any Sanctions, including the so-called Donetsk People’s Republic and Luhansk People’s Republic, the Crimea Region of Ukraine, Cuba, Iran, North Korea, Syria and Russia.

Sanctioned Person” means, at any time, (a) any Person currently the subject or the target of any Sanctions, including any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) (or any successor thereto) or the U.S. Department of State, or as otherwise published from time to time; (b) that is fifty-percent or more owned, directly or indirectly, in the aggregate by one or more Persons described in clause (a) above; (c) that is operating, organized or resident in a Sanctioned Country; (d) with whom engaging in trade, business or other activities is otherwise prohibited or restricted by Sanctions; or (e) (i) an agency of the government of a Sanctioned Country, (ii) an organization controlled by a Sanctioned Country, or (iii) a Person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC.
Exh. I-19



Sanctions” means the laws, rules, regulations and executive orders promulgated or administered to implement economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time (a) by the United States government, including those administered by OFAC, the US State Department, the US Department of Commerce, (b) by the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom or (c) by other relevant sanctions authorities to the extent compliance with the sanctions imposed by such other authorities would not entail a violation of applicable law.

Scheduled Facility Termination Date” means September 30, 2025.

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

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

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

Servicing Fee” has the meaning set forth in Section 8.6.

Settlement Date” means (A) the 20th calendar day of each month (or if such day is not a Business Day, the next succeeding Business Day), and (B) the last day of the relevant Tranche Period in respect of each Purchaser Interest of any Financial Institution.

Settlement Period” means (A) in respect of each Purchaser Interest of the Conduits, the immediately preceding Accrual Period, and (B) in respect of each Purchaser Interest of any Financial Institution, the entire Tranche Period of such Purchaser Interest.

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 Regulation” means, without regard to the date enacted, adopted or issued, (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (b) 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.

Sub-Originator Sale Agreement” means each of (i) each Receivables Sale Agreement between an Approved Sub-Originator and the Originator, dated as of March 1, 2010, (ii) that certain Receivables Sale Agreement, dated as of November 14, 2016, between Medicap Pharmacies Incorporated, an Iowa corporation, and Cardinal Health 110, LLC (iii) that certain Receivables Sale Agreement, dated as of September 30, 2019, between Cardinal Health 112, LLC, a Delaware limited liability company, and Cardinal Health 110, LLC, and (iv) and any other Receivables Sale Agreement entered into from time to time between an Approved Sub-originator and the Originator, as each of the foregoing may be amended, supplemented or otherwise modified from time to time.

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, limited liability company, association, 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. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of any Seller.

S&P” means Standard & Poor’s Financial Services LLC or any successor thereto that is a nationally recognized statistical rating organization.
Exh. I-20


Taxes” means any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, charges, or withholdings, and any and all liabilities with respect to the foregoing (including interest, penalties and additions to taxes), but excluding Excluded Taxes.

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

Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

Termination Percentage” has the meaning set forth in Section 2.2.

Terminating Commitment Amount” means, with respect to any Terminating Financial Institution, an amount equal to the Commitment (without giving effect to clause (iii) of the proviso to the penultimate sentence of Section 4.6(b)) of such Terminating Financial Institution, minus, an amount equal to 2% of such Commitment.

Terminating Commitment Availability” means, with respect to any Terminating Financial Institution, the positive difference (if any) between (a) an amount equal to the Commitment (without giving effect to clause (iii) of the proviso to the penultimate sentence of Section 4.6(b)) of such Terminating Financial Institution, minus, an amount equal to 2% of such Commitment minus (b) the Capital of the Purchaser Interests funded by such Terminating Financial Institution.

Terminating Financial Institution” means (a) a Non-Renewing Financial Institution that is deemed a “Terminating Financial Institution” in accordance with Section 4.6(b) or (b) any Financial Institution that has designated a Financial Institution Termination Date in accordance with clause (b) of the definition thereof.

Trade Show Receivable” means a Receivable originated at a trade show.

Tranche Period” means, with respect to any Purchaser Interest held by a Financial Institution:

(a)    if Yield for such Purchaser Interest is calculated on the basis of SOFR, a period of one month, commencing on a Business Day selected by Sellers or the applicable Agent or Managing Agent pursuant to this Agreement. Such Tranche Period shall end on the day in the applicable succeeding calendar month which corresponds numerically to the beginning day of such Tranche Period, provided, however, that if there is no such numerically corresponding day in such succeeding month, such Tranche Period shall end on the last Business Day of such succeeding month; or

(b)    if Yield for such Purchaser Interest is calculated on the basis of the Base Rate, a period commencing on a Business Day selected by the Sellers and agreed to by the applicable Agent or Managing Agent, provided no such period shall exceed one month.

If any Tranche Period would end on a day which is not a Business Day, such Tranche Period shall end on the next succeeding Business Day, provided, however, that in the case of Tranche Periods corresponding to SOFR, if such next succeeding Business Day falls in a new month, such Tranche Period shall end on the immediately preceding Business Day. In the case of any Tranche Period for any Purchaser Interest of which commences before the Amortization Date and would otherwise end on a date occurring after the Amortization Date, such Tranche Period shall end on the Amortization Date. The duration of each Tranche Period which commences after the Amortization Date shall be of such duration as selected by the applicable Agent or Managing Agent. Notwithstanding anything to the contrary contained herein, with respect to any Purchaser Interest held by a Purchaser Group that does not include a Conduit, the Tranche Period shall be the Accrual Period.

Transaction Documents” means, collectively, this Agreement, the Existing Agreement, each Purchase Notice, each Receivables Sale Agreement, each Transferor RPA, each Sub-Originator Sale Agreement, each Performance Guaranty, each Collection Account Agreement, each Fee Letter, each Subordinated Note (as defined in each Receivables Sale Agreement), the Collection Account Disclosure Letter, the Cash Management Agreement, the Omnibus Agreement and all other instruments, documents and agreements executed and delivered in connection herewith or in connection with the Existing Agreement (other than the Contracts).

Transferor RPA” means each of (i) that certain Second Amended and Restated Receivables Purchase and Sale Agreement, dated as of May 21, 2004, by and between Griffin and Cardinal Health 110, LLC, a Delaware limited liability company, formerly known as each of Cardinal Health 110, Inc. and Whitmire Distribution Corporation, and as successor by
Exh. I-21


merger to Cardinal Syracuse, Inc., a New York corporation, Ohio Valley-Clarksburg, Inc., a Delaware corporation, Cardinal Health 106, Inc., a Massachusetts corporation, Cardinal Health 103, Inc., a Mississippi corporation, and Cardinal Health 411, LLC (“CH-110”), an Ohio limited liability company, 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, and as may be amended, restated or otherwise modified from time to time, and (ii) that certain Receivables Purchase and Sale Agreement, dated as of the date hereof, by and between CH-23 and CH-110, as may be amended, restated or otherwise modified from time to time (the “Additional Transferor RPA”).

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

U.S. Affected Party” has the meaning set forth in Section 10.4(d)(i).

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.

Weekly Report” means a report, in form and substance acceptable to the Agent and each Managing Agent (appropriately completed), furnished by the Servicer to the Agent and each Managing Agent pursuant to Section 8.5.

WF” means Wells Fargo Bank, N.A., and its successors.

Write-Down and Conversion Powers” means, 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.

Yield” means for each respective Tranche Period relating to Purchaser Interests of the Financial Institutions, an amount equal to the sum of the products for each day elapsed during such Tranche Period of (i) the applicable Discount Rate for each Purchaser Interest multiplied by (ii) the Capital of such Purchaser Interest for such day multiplied by (iii) 1/360.

All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles. 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.



Exh. I-22


EXHIBIT II
FORM OF PURCHASE NOTICE

MUFG Bank, Ltd., as Agent and a Managing Agent
1221 Avenue of the Americas
New York, NY 10020
Attention: Rudy Liu

PNC Bank, National Association, as a Managing Agent
The Tower at PNC Plaza
300 Fifth Avenue, 11th Floor
Pittsburgh, PA 15222
Attention: Brian Stanley

The Bank of Nova Scotia, as a Managing Agent
250 Vesey Street, 24th Floor
New York, NY 10281
Attention: Gig Morris

Wells Fargo Bank, N.A., as a Managing Agent
1100 Abernathy Road NE – 16th Floor Suite 1600
Atlanta, GA 30328-5657
Attention: Bria Brown

Bank of America, National Association, as a Managing Agent
13510 Ballantyne Corporate Place
Charlotte, NC 28277
Attention: Chris Haynes and Ross Glynn

Re: PURCHASE NOTICE

Ladies and Gentlemen:

Reference is hereby made to the Fifth Amended and Restated Receivables Purchase Agreement, dated as of September 1, 2023, by and among Cardinal Health Funding, LLC, a Nevada limited liability company (the “Original Seller”), Cardinal Health 23 Funding, LLC, a Nevada limited liability company (the “Additional Seller” and together with the Original Seller, the “Sellers” and each a “Seller”), Griffin Capital, LLC, as Original Servicer, Cardinal Health 23, LLC, as Servicer, the Financial Institutions, the Conduits, the LC Banks, the Managing Agents and MUFG Bank, Ltd., as Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”). Capitalized terms used herein shall have the meanings assigned to such terms in the Receivables Purchase Agreement. The Agent and the Managing Agents are hereby notified of the following Incremental Purchase to be made [in cash / by the issuance of a Letter of Credit] as set forth below:

[Use the following for cash-funded Incremental Purchases only]

Purchase Price:$
Portion of the Purchase Price Payable by the BNS Conduit’s Purchaser Group:[1]
$
Portion of Purchase Price Payable by the MUFG Conduit’s Purchaser Group:[2]
$
Portion of Purchase Price Payable by PNC:[3]
$
Portion of Purchase Price Payable by WF:[4]
$
Exh. II-1


Portion of Purchase Price Payable by BofA: [5
$
Date of Purchase:
Requested Discount Rate: [6
Daily One Month Term SOFR
Requested Tranche Period: [7
[______________________________]

Please credit the Purchase Price in immediately available funds to our Facility Account [and then wire-transfer the Purchase Price in immediately available funds on the above-specified date of purchase to]:

[Account Name]
[Account No.]
[Bank Name & Address]
[ABA #]
Reference:
Telephone advice to: [Name] @ tel. no. ( )

Please advise [Name] at telephone no. ( ) _________________ if any Conduit will not be making this purchase.























______________________________________
[1] This amount will be equal to the BNS Conduit’s Pro Rata Share of the Purchase Price specified above.
[2] This amount will be equal to the MUFG Conduit’s Pro Rata Share of the Purchase Price specified above.
[3] This amount will be equal to PNC’s Pro Rata Share of the Purchase Price specified above.
[4] This amount will be equal to WF’s Pro Rata Share of the Purchase Price specified above.
[5] This amount will be equal to BofA’s Pro Rata Share of the Purchase Price specified above.
[6] This is only applicable in the case of Incremental Purchases funded by Financial Institutions.
[7] This is only applicable in the case of Incremental Purchases funded by Financial Institutions.


Exh. II-2



[Use the following only for Incremental Purchases
involving the issuance of a Letter of Credit]

The Additional Seller, for itself and/or on behalf of the Original Seller, hereby requests that ___________, in its capacity as an LC Bank, issue a Letter of Credit with a face amount of $_____________ on ________________, 20__ (the “Date of Purchase”). The related Letter of Credit Application has been completed in full by the Sellers and is enclosed with this letter.

[Include the following for all Incremental Purchases]

In connection with the Incremental Purchase to be made on the above listed “Date of Purchase” (the “Purchase Date”), the Additional Seller, for itself and/or on behalf of the Original Seller, hereby certifies that the following statements are true on the date hereof, and will be true on the Purchase Date (before and after giving effect to the proposed Incremental Purchase):

(i)    the representations and warranties of the Sellers set forth in Section 5.1 and 5.2 of the Receivables Purchase Agreement are true and correct on and as of the Purchase Date as though made on and as of such date (except to the extent such representations and warranties relate solely to an earlier date and then as of such earlier date);

(ii)    no event has occurred and is continuing, or would result from the proposed Incremental Purchase, that will constitute an Amortization Event or a Potential Amortization Event;

(iii)    the Amortization Date has not occurred, the Aggregate Capital plus the LC Exposure does not exceed the Purchase Limit and the aggregate Purchaser Interests do not exceed 100%;

(iv)    none of the conditions or circumstances listed in sub-paragraphs (i) through (vi) of Section 1.1(a) of the Receivables Purchase Agreement exist at the time of, or would be caused to exist by, any Incremental Purchase requested hereby; and

(v)    the amount of Aggregate Capital is $_________ and the LC Exposure is $_________, in each case, after giving effect to the Incremental Purchase to be made on the Purchase Date.

Very truly yours,

CARDINAL HEALTH 23 FUNDING, LLC

By:
Name:
Title:


Exh. II-3


EXHIBIT III

LEGAL NAMES; JURISDICTIONS OF ORGANIZATION;
LOCATIONS OF RECORDS;
FEDERAL EMPLOYER IDENTIFICATION NUMBERS;
STATE ORGANIZATIONAL IDENTIFICATION NUMBERS


Seller
Legal Name:Cardinal Health Funding, LLC
Jurisdiction of OrganizationNevada
Locations of Records:7000 Cardinal Place Dublin, Ohio 43017
Federal Employer’s Identification Number:##-#######
State Organizational Identification Number:#######-####
Additional Seller

Legal Name:
Jurisdiction of Organization:
Location of Records:

Federal Employer’s Identification Number:
State Organizational Identification Number:


Cardinal Health 23 Funding, LLC
Nevada
7000 Cardinal Place Dublin, Ohio 43017
##-#######
############-#
Servicer
Legal Name:Griffin Capital, LLC
Jurisdiction of OrganizationNevada
Locations of Records:7000 Cardinal Place Dublin, Ohio 43017
Federal Employer’s Identification Number:##-#######
State Organizational Identification Number:#######-####

Additional Servicer

Legal Name:
Jurisdiction of Organization:
Location of Records:

Federal Employer’s Identification Number:
State Organizational Identification Number:



Cardinal Health 23, LLC
Nevada
7000 Cardinal Place Dublin, Ohio 43017

##-#######
############-#



Exh. III-1


EXHIBIT IV

[Reserved]



Exh. IV-1


EXHIBIT V

FORM OF COMPLIANCE CERTIFICATE

To: MUFG Bank, Ltd., as Agent

This Compliance Certificate is furnished pursuant to that certain Fifth Amended and Restated Receivables Purchase Agreement dated as of September 1, 2023, among Cardinal Health Funding, LLC (the “Original Seller”), Cardinal Health 23 Funding, LLC (the “Additional Seller” and together with the Original Seller, the “Sellers” and each a “Seller”), Griffin Capital, LLC, as initial servicer (the “Original Servicer”), Cardinal Health 23, LLC, as Servicer (the “Servicer”), the Purchasers party thereto, the Managing Agents party thereto and MUFG Bank, Ltd., as agent for such Purchasers (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”). Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected [______] of each 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 each Seller and its respective 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 Potential Amortization Event 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 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 the applicable Seller has taken, is taking, or proposes to take with respect to each such condition or event:

____________________________________________________________________________________
____________________________________________________________________________________
____________________________________________________________________________________
____________________________________________________________________________________

6. As of the date hereof, the jurisdiction of organization of each Seller is Nevada, the jurisdiction of organization of the Servicer is Nevada, each of the Sellers and the Servicer is a “registered organization” (within the meaning of Section 9-102 of the UCC in effect in New York) and neither of the Sellers nor the Servicer has changed its jurisdiction of organization since September 1, 2023.

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 this day of ______________, ___.


Name:
Title:


Exh. V-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:





EXHIBIT VI

FORM OF ASSIGNMENT AGREEMENT

THIS ASSIGNMENT AGREEMENT (this “Assignment Agreement”) is entered into as of the ___ day of ____________, ____, by and between _____________________ (“Assignor”) and __________________ (“Assignee”).

PRELIMINARY STATEMENTS

A. This Assignment Agreement is being executed and delivered in accordance with Section 12.1(b) of that certain Fifth Amended and Restated Receivables Purchase Agreement dated as of September 1, by and among Cardinal Health Funding, LLC (the “Original Seller”), Cardinal Health 23 Funding, LLC (the “Additional Seller” and together with the Original Seller, the “Sellers” and each a “Seller”), Griffin Capital, LLC, as initial servicer (the “Original Servicer”), Cardinal Health 23, LLC, as Servicer (the “Servicer”), the Conduits party thereto, the LC Banks party thereto, the Managing Agents party thereto, MUFG Bank, Ltd., as Agent, and the Financial Institutions party thereto (as amended, modified or restated from time to time, the “Receivables Purchase Agreement”). Capitalized terms used and not otherwise defined herein are used with the meanings set forth or incorporated by reference in the Receivables Purchase Agreement.

B. Assignor is a Financial Institution party to the Receivables Purchase Agreement, and Assignee wishes to become a Financial Institution thereunder; and

C. Assignor is selling and assigning to Assignee an undivided ____________% (the “Transferred Percentage”) interest in all of Assignor’s rights and obligations under the Receivables Purchase Agreement and the Transaction Documents, including, without limitation, Assignor’s Commitment and (if applicable) the Capital of Assignor’s Purchaser Interests as set forth herein.
AGREEMENT

The parties hereto hereby agree as follows:

1.The sale, transfer and assignment effected by this Assignment Agreement shall become effective (the “Effective Date”) two (2) Business Days (or such other date selected by the Agent in its sole discretion) following the date on which a notice substantially in the form of Schedule II to this Assignment Agreement (“Effective Notice”) is delivered by the Agent to the Conduit in the Assignor’s and Assignee’s Purchaser Group, Assignor and Assignee. From and after the Effective Date, Assignee shall be a Financial Institution party to the Receivables Purchase Agreement for all purposes thereof as if Assignee were an original party thereto and Assignee agrees to be bound by all of the terms and provisions contained therein.

2.If Assignor has no outstanding Capital under the Receivables Purchase Agreement, on the Effective Date, Assignor shall be deemed to have hereby transferred and assigned to Assignee, without recourse, representation or warranty (except as provided in paragraph 6 below), and the Assignee shall be deemed to have hereby irrevocably taken, received and assumed from Assignor, the Transferred Percentage of Assignor’s Commitment and all rights and obligations associated therewith under the terms of the Receivables Purchase Agreement, including, without limitation, the Transferred Percentage of Assignor’s future funding obligations under Article I of the Receivables Purchase Agreement.

3.If Assignor has any outstanding Capital under the Receivables Purchase Agreement, at or before 12:00 noon, local time of Assignor, on the Effective Date Assignee shall pay to Assignor, in immediately available funds, an amount equal to the sum of (i) the Transferred Percentage of the outstanding Capital of Assignor’s Purchaser Interests (such amount, being hereinafter referred to as the “Assignee’s Capital”); (ii) all accrued but unpaid (whether or not then due) Yield attributable to Assignee’s Capital; and (iii) accruing but unpaid fees and other costs and expenses payable in respect of Assignee’s Capital for the period commencing upon each date such unpaid amounts commence accruing, to and including the Effective Date (the “Assignee’s Acquisition Cost”); whereupon, Assignor shall be deemed to have sold, transferred and assigned to Assignee, without recourse, representation or warranty (except as provided in paragraph 6 below), and Assignee shall be deemed to have hereby irrevocably taken, received and assumed from Assignor, the Transferred Percentage of Assignor’s Commitment and the Capital of Assignor’s Purchaser Interests (if applicable) and all related rights and obligations under the Receivables Purchase Agreement and the Transaction
Exh. VI-1


Documents, including, without limitation, the Transferred Percentage of Assignor’s future funding obligations under Article I of the Receivables Purchase Agreement.

4.Concurrently with the execution and delivery hereof, Assignor will provide to Assignee copies of all documents requested by Assignee which were delivered to Assignor pursuant to the Receivables Purchase Agreement.

5.Each of the parties to this Assignment Agreement agrees that at any time and from time to time upon the written request of any other party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect the purposes of this Assignment Agreement.

6.By executing and delivering this Assignment Agreement, Assignor and Assignee confirm to and agree with each other, the Agent and the other Financial Institutions in the Assignor’s and Assignee’s Purchaser Group as follows: (a) other than the representation and warranty that it has not created any Adverse Claim upon any interest being transferred hereunder, Assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made by any other Person in or in connection with the Receivables Purchase Agreement or the Transaction Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of Assignee, the Receivables Purchase Agreement or any other instrument or document furnished pursuant thereto or the perfection, priority, condition, value or sufficiency of any collateral; (b) Assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Sellers, any Obligor, any Affiliate of Sellers or the performance or observance by the Sellers, any Obligor, any Affiliate of Sellers of any of their respective obligations under the Transaction Documents or any other instrument or document furnished pursuant thereto or in connection therewith; (c) Assignee confirms that it has received a copy of the Receivables Purchase Agreement and copies of such other Transaction Documents, and other documents and information as it has requested and deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement; (d) Assignee will, independently and without reliance upon the Agent, any Conduit, the Sellers or any other Financial Institution or Purchaser and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Receivables Purchase Agreement and the Transaction Documents; (e) Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Transaction Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (f) Assignee appoints and authorizes _________ to take such action as agent on its behalf and to exercise such powers under the Transaction Documents as are delegated to the Managing Agent for the Assignee’s Purchaser Group by the terms thereof, together with such powers as are reasonably incidental thereto; and (g) Assignee agrees that it will perform in accordance with their terms all of the obligations which, by the terms of the Receivables Purchase Agreement and the other Transaction Documents, are required to be performed by it as a Financial Institution (including, without limitation, as a Related Financial Institution) or, when applicable, as a Purchaser.

7.Each party hereto represents and warrants to and agrees with the Agent that it is aware of and will comply with the provisions of the Receivables Purchase Agreement, including, without limitation, Article I, Sections 4.1, and 14.6 thereof.

8.Schedule I hereto sets forth the revised Commitment of Assignor, the Conduit for which Assignee shall act as a Related Financial Institution and the Commitment of Assignee, as well as administrative information with respect to Assignee.

9.THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

10.Assignee hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of all senior indebtedness for borrowed money of any Conduit, it will not institute against, or join any other Person in instituting against, any Conduit 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.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be executed by their respective duly authorized officers of the date hereof.



Exh. VI-2


[ASSIGNOR]

By:
Name:
Title:


[ASSIGNEE]

By:
Name:
Title:


Exh. VI-3


SCHEDULE I TO ASSIGNMENT AGREEMENT
LIST OF LENDING OFFICES, ADDRESSES
FOR NOTICES AND COMMITMENT AMOUNTS


Date: _______________, ____

Transferred Percentage: ________%

A-1A-2B-1B-2
AssignorCommitment (prior to giving effect to the Assignment Agreement)Commitment (after giving effect to the Assignment Agreement)Outstanding Capital (if any)Ratable Share of Outstanding Capital
A-2B-1B-2
AssigneeCommitment (after giving effect to the Assignment Agreement)Outstanding Capital (if any)Ratable Share of Outstanding Capital

Assignee is a Related Financial Institution for:________________________

Address for Notices

Attention:
Phone:
Fax:


1


SCHEDULE II TO ASSIGNMENT AGREEMENT

EFFECTIVE NOTICE

TO: Assignor


TO: Assignee


The undersigned, as Agent under the Fifth Amended and Restated Receivables Purchase Agreement, dated as of September 1, by and among Cardinal Health Funding, LLC (the “Original Seller”), Cardinal Health 23 Funding, LLC (the “Additional Seller” and together with the Original Seller, the “Sellers” and each a “Seller”), Griffin Capital, LLC, as initial servicer (the “Original Servicer”), Cardinal Health 23, LLC, as Servicer (the “Servicer”), the Conduits party thereto, the LC Banks party thereto, the Managing Agents party thereto, MUFG Bank, Ltd., as Agent, and the Financial Institutions party thereto, hereby acknowledges receipt of executed counterparts of a completed Assignment Agreement dated as of ____________, ____ between __________________, as Assignor, and __________________, as Assignee. Terms defined in such Assignment Agreement are used herein as therein defined.

1.Pursuant to such Assignment Agreement, you are advised that the Effective Date will be ______________, ____.

2.The Conduit in the Assignor’s Purchaser Group hereby consents to the Assignment Agreement as required by Section 12.1(b) of the Receivables Purchase Agreement.

3.Pursuant to such Assignment Agreement, the Assignee is required to pay $____________ to Assignor at or before 12:00 noon (local time of Assignor) on the Effective Date in immediately available funds.]


1


Very truly yours,

MUFG BANK, LTD., individually and as Agent


By:

Title:


[APPLICABLE COMPANY]


By:

Title:


2


EXHIBIT VII

CREDIT AND COLLECTION POLICY

(attached)


Exh. VII-1


EXHIBIT VIII

[Reserved]


Exh. VIII-1


EXHIBIT IX

FORM OF MONTHLY REPORT

(attached)


Exh. IX-1


EXHIBIT X

[Reserved]


Exh. X-1


EXHIBIT XI

FORM OF REDUCTION NOTICE

_____________________, 20___

MUFG Bank, Ltd., as Agent and a Managing Agent
1221 Avenue of the Americas
New York, NY 10020
Attention: Rudy Liu

PNC Bank, National Association, as a Managing Agent
The Tower at PNC Plaza
300 Fifth Avenue, 11th Floor
Pittsburgh, PA 15222
Attention: Brian Stanley

The Bank of Nova Scotia, as a Managing Agent
250 Vesey Street, 24th Floor
New York, NY 10281
Attention: Gig Morris

Wells Fargo Bank, N.A., as a Managing Agent
1100 Abernathy Road NE – 16th Floor Suite 1600
Atlanta, GA 30328-5657
Attention: Bria Brown

Bank of America, National Association, as a Managing Agent
13510 Ballantyne Corporate Place
Charlotte, NC 28277
Attention: Chris Haynes and Ross Glynn

Ladies and Gentlemen:

The undersigned, Cardinal Health 23 Funding, LLC, as Seller (the “Additional Seller”), for itself and on behalf of Cardinal Health Funding, LLC, as Seller (the “Original Seller”), refers to the Fifth Amended and Restated Receivables Purchase Agreement, dated as of September 1, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”, the terms defined therein being used herein as therein defined), among the undersigned, the Original Seller, Griffin Capital, LLC, as initial servicer (the “Original Servicer”), Cardinal Health 23, LLC, as Servicer (the “Servicer”), certain Conduits party thereto, certain LC Banks party thereto, certain Financial Institutions party thereto, certain Managing Agents party thereto and MUFG Bank, Ltd., as Agent for such Conduits, LC Banks and Financial Institutions (the Conduits, LC Banks and the Financial Institutions, collectively, the “Purchasers”). Pursuant to Section 1.3 of the Receivables Purchase Agreement, the undersigned hereby irrevocably notifies you that it will repay [all] [a portion] of the Capital outstanding under the Receivables Purchase Agreement and in that connection sets forth below the information relating to such repayment (the “Proposed Reduction”):

The Business Day of the Proposed Reduction is _________________, 20_____.
The total amount of the Proposed Reduction is $_____________________.

The Pro Rata Share of the Proposed Reduction for each Conduit is:

$______________ for Liberty Street Funding LLC; and
$______________ for Victory Receivables Corporation.

The Pro Rata Share of the Proposed Reduction for each Financial Institution is: for MUFG, $_______________ for WF, $_______________, for BNS, $_______________, $______________ for PNC and $______________ for BofA.
Exh. XI-1


On the date of the Proposed Reduction, the Sellers shall pay to each relevant Purchaser(s), an amount equal to (i) such Purchaser’s Pro Rata Share of the outstanding Capital described above, plus (ii) all other amounts payable to the Agent or any Purchaser under the Transaction Documents.


Very truly yours,

CARDINAL HEALTH 23 FUNDING, LLC


By:
Name:
Title:


Exh. XI-2


EXHIBIT XII

FORM OF LETTER OF CREDIT APPLICATION

(attached)


Exh. XII-1


SCHEDULE A

COMMITMENTS, CONDUIT PURCHASE LIMITS, WIRING INSTRUCTIONS, RELATED FINANCIAL INSTITUTIONS AND MANAGING AGENTS

Financial Institutions, Commitments and Wiring Instructions
for Financial Institutions

Financial InstitutionsCommitment
Wiring Instructions for Payments to Financial Institutions

(Wiring instructions for payments to Conduits are on the following page)
Wells Fargo Bank, N.A.$250,000,000Wells Fargo Bank, N.A.
ABA # ###-###-###
A/C # #################
Ref: CHU01-Cardinal Health
MUFG Bank, Ltd., with respect to Victory Receivables Corporation$250,000,000MUFG Bank, Ltd.
ABA # ###-###-###
AC# ###-###-###
Account Name: ###
Reference: Cardinal Health
Bank of America, National Association$250,000,000Bank of America, N.A. #########
A/C Name: #### ######## #### ### ### ##### # ### A/C No.: #############
City: Charlotte
State: NC
Attn: Peggy Poindexter
Reference: Cardinal Health Funding LLC
PNC Bank, National Association$125,000,000PNC Bank, NA
Routing # #########
A/C # ############
A/C Name: ########## #### ##########
Ref: Cardinal Health
The Bank of Nova Scotia, with respect to Liberty Street Funding LLC$125,000,000The Bank of Nova Scotia - New York Agency
ABA#: ### – ######
Account: ####### ###### ####### ###
Acct#: ####-##
Ref: Cardinal Health Funding LLC

LC Banks and Related LC Limits

LC BanksLC Limits
PNC Bank, National Association$200,000,000


Sch. A-1


Conduits, Wiring Instructions for Conduits and
Related Financial Institutions of Conduits

ConduitsWiring Instructions for ConduitsRelated Financial Institution
Liberty Street Funding LLCThe Bank of Nova Scotia - New York Agency
ABA#: ### - ######
Account: ####### ###### ####### ###
Acct#: ####-##
Ref: Cardinal Health Funding LLC
The Bank of Nova Scotia
Victory Receivables CorporationMUFG Bank, Ltd.
ABA # ###-###-###
AC# ###-###-###
Account Name: ###
Reference: Cardinal Health
MUFG Bank, Ltd.

Managing Agents

PurchasersManaging Agent
Liberty Street Funding LLC, as a Conduit The Bank of Nova Scotia, as a Financial InstitutionThe Bank of Nova Scotia
Victory Receivables Corporation, as a Conduit MUFG Bank, Ltd., as a Financial InstitutionMUFG Bank, Ltd.
PNC Bank, National Association, as a Financial Institution and as an LC BankPNC Bank, National Association
Wells Fargo Bank, N.A., as a Financial InstitutionWells Fargo Bank, N.A.
Bank of America, National Association, as a Financial InstitutionBank of America, National Association

Purchaser Groups

Liberty Street Funding LLC, as a Conduit

The Bank of Nova Scotia, as a Financial Institution and as Managing Agent
Victory Receivables Corporation, as a Conduit

MUFG Bank, Ltd., as a Financial Institution

MUFG Bank, Ltd., as Managing Agent
PNC Bank, National Association, as a Financial Institution, as an LC Bank and as Managing Agent
Wells Fargo Bank, N.A., as a Financial Institution and as Managing Agent
Bank of America, National Association, as a Financial Institution and as Managing Agent


Sch. A-2


Agent and Wiring Instructions for the Agent

AgentWiring Instructions for Agent
MUFG Bank, Ltd.MUFG Bank, Ltd.
ABA # ###-###-###
AC# ###-###-###
Account Name: ###
Reference: Cardinal Health



Sch. A-3


SCHEDULE B

DOCUMENTS TO BE DELIVERED TO THE AGENT
ON OR PRIOR TO THE DATE HEREOF

1.Executed copies of this Agreement, duly executed by the parties hereto.

2.Copy of the Resolutions of the Board of Directors of Cardinal and each Seller Party certified by its Secretary or Assistant Secretary authorizing such Person’s execution, delivery and performance of this Agreement and the other documents to be delivered by it hereunder.

3.Certificate of Incorporation of Cardinal certified by the Secretary of State of its jurisdiction of incorporation on or within thirty (30) days prior to the date hereof.

4.Articles of Organization of each Seller Party certified by the Secretary of State of its jurisdiction of organization on or within thirty (30) days prior to the date hereof.

5.Good Standing Certificate for Cardinal and each Seller Party issued on or within thirty (30) days prior to the date hereof by the Secretary of State of its state of organization or incorporation and of each jurisdiction where its chief executive office or principal place of business is located, each of which is listed below:

a.Sellers: Nevada

b.Original Servicer: Nevada

c.Servicer: Nevada

d.Cardinal: Ohio

6.A certificate of the Secretary or Assistant Secretary of Cardinal and each Seller Party 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 or Operating Agreement.

7.Executed copy of the Omnibus Agreement, duly executed by the parties thereto.

8.Executed copy of the Additional Transferor RPA, duly executed by the parties thereto.

9.Executed copy of the Additional Receivables Sale Agreement and the Subordinated Note (as defined therein) issued pursuant thereto, each duly executed by the parties thereto or the issuer thereunder, as applicable.

10.Executed copy of the Additional Performance Guaranty, duly executed by the parties thereto.

11.A favorable opinion of legal counsel for the Seller Parties and Performance Guarantor reasonably acceptable to the Agent regarding true sale matters as related to the new transfers effected pursuant to the Additional Transferor RPA and the Additional Receivables Sale Agreement.

12.A favorable opinion of legal counsel for the Seller Parties and Performance Guarantor reasonably acceptable to the Agent regarding non-consolidation matters as between the Additional Seller and the “above the line” entities specified therein.

13.Favorable opinions of legal counsel (including in-house counsel) for the Seller Parties and Performance Guarantor reasonably acceptable to the Agent that address the following matters (though the Agent acknowledges that the exact formulation thereof may vary) and such other matters as the Agent may reasonably request:

Each Seller Party and Performance Guarantor is a corporation or limited liability company, duly organized or incorporated, validly existing, and in good standing under the laws of its state of incorporation or organization.
Sch. B-1


Each Seller Party 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 Person’s business.

Each Seller Party and Performance Guarantor has all requisite power and authority to execute, deliver and perform all of its obligations under this Agreement, the Omnibus Amendment, the Additional Transferor RPA, the Additional Receivables Sale Agreement and each other listed Transaction Document to which it is a party.

The execution and delivery by each Seller Party and Performance Guarantor of this Agreement, the Omnibus Agreement, the Additional Transferor RPA, the Additional Receivables Sale Agreement and each other listed Transaction Document to which it is a party and its performance of its obligations thereunder have been duly authorized by all necessary corporate action and proceedings on the part of such Person and will not:

i.require any action by or in respect of, or filing with, any governmental body, agency or official;

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 scheduled agreement, judgment, injunction, order, decree or other instrument binding upon such Person; or

iii.result in the creation or imposition of any Adverse Claim on assets of such Person (except as contemplated by this Agreement).

This Agreement, the Omnibus Agreement, the Additional Transferor RPA, the Additional Receivables Sale Agreement and each other listed Transaction Document to which it is a party has been duly executed and delivered by such Person and constitutes the legal, valid, and binding obligation of such Person, 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.

As to the creation and perfection of the security interest created pursuant to this Agreement, the Additional Transferor RPA and the Additional Receivables Sale Agreement in the event of the recharacterization of the true sale contemplated thereunder, respectively.

To the opinion giver’s actual knowledge, there is no action, suit or other proceeding against any Seller Party or the Performance Guarantor that would materially adversely affect the business or financial condition of such Person and its Affiliates taken as a whole or which would seek to enjoin or otherwise interfere directly with the ability of such Person to perform its obligations under any Transaction Document to which it is a party.


Sch. B-2


SCHEDULE C

NOTICE ADDRESSES

Original Seller:Cardinal Health Funding, LLC 7000 Cardinal Place
Dublin, Ohio 43017
Attention: Jeff Cui
e-mail: ####
with a copy to:
Cardinal Health, Inc.
7000 Cardinal Place
Dublin, Ohio 43017
Attention: Vice President – Corporate & Securities, for purposes of Sections 3.3 and 4.2 only, Treasury (Fax No. ###/###-####
e-mail: ###
Additional Seller:Cardinal Health 23 Funding, LLC
7000 Cardinal Place
Dublin, Ohio 43017
Attention: Jeff Cui
e-mail: ####
with a copy to:
Cardinal Health, Inc.
7000 Cardinal Place
Dublin, Ohio 43017
Attention: Vice President – Corporate & Securities
e-mail: ####
Servicer:Cardinal Health 23, LLC
7000 Cardinal Place
Dublin, Ohio 43017
Attention: Jeff Cui
e-mail: ####
with a copy to:
Cardinal Health, Inc.
7000 Cardinal Place
Dublin, Ohio 43017
Attention: Vice President – Corporate & Securities
e-mail: ####
Sch. C-1


BNS:The Bank of Nova Scotia
250 Vesey Street, 24th Floor
New York, New York 10281
Attn: Gig Morris
e-mail: ####
BNS Conduit:Liberty Street Funding LLC
c/o Global Securitization Services, LLC
114 West 47th Street, Suite 2310
New York, NY 10036-1508
Attn: Kevin Corrigan
Fax: (###) ###-####
e-mail: ####
(with a copy to BNS)
MUFG:MUFG Bank, Ltd.
1221 Avenue of the Americas
New York, NY 10020
Attn: Rudy Liu
e-mail: ####
MUFG Conduit:Victory Receivables Corporation
c/o Global Securitization Services, LLC
68 South Service Road, Suite 120 Melville, NY 11747 Telephone: (###) ###-####
Facsimile: (###) ###-####
Attention: David V. DeAngelis
e-mail: ####
(with a copy to MUFG)
PNCPNC Bank, National Association
The Tower at PNC Plaza
300 Fifth Avenue, 11th Floor
Pittsburgh, PA 15222
Attention: Brian Stanle
Fax: (###) ###-####
e-mail: ###
with a copy to: ####
WFWells Fargo Bank, N.A.
1100 Abernathy Rd NE
16th Floor, Suite 1600
Atlanta, GA 30328
Sch. C-2


Attention: Bria Brown
Fax: (###) ###-####
e-mail: ####
BofABank of America, National Association
13510 Ballantyne Corporate Place
Charlotte, NC 28277
Attention: Chris Haynes and Ross Glynn
e-mail: ####, ####


Sch. C-3


SCHEDULE D

CONCENTRATION LIMIT

Concentration Limit” means, at any time, for any Obligor, five percent (5%) of the aggregate Outstanding Balance of all Receivables that are Eligible Receivables, or such other amount (a “Special Concentration Limit”) for such Obligor designated by the Agent; provided, that, and to the extent applicable, the Rating Agencies then rating the Commercial Paper notes of the applicable Conduit shall have confirmed that the ratings of the Commercial Paper notes of such Conduit will not be downgraded or withdrawn as a result of any designation by the Agent of any new Obligor subject to a Special Concentration Limit or any increase by the Agent of an existing Special Concentration Limit percentage; and provided, further, that in the case of an Obligor and any Affiliate of such Obligor, the Concentration Limit shall be calculated as if such Obligor and such Affiliate are one Obligor; and provided, further, that the Agent or any Managing Agent may, upon not less than three Business Days’ notice to the Sellers, cancel any Special Concentration Limit; and provided, further, that the Special Concentration Limit for the Obligor CVS Health Corporation shall be automatically cancelled if, at any time, the senior unsecured short-term debt ratings of CVS Health Corporation fall below A-2 (or is withdrawn), as determined by S&P, and fall below P-2 (or is withdrawn), as determined by Moody’s. The following Special Concentration Limit has been established by the Agent for the following Obligor:

ObligorSpecial Concentration Limit (% of the aggregate Outstanding Balance of Eligible Receivables)
CVS Health Corporation25.00%



Sch. D-1


SCHEDULE E
SUBJECT CONVERSION CONDITION DOCUMENTS

(i)    a certificate of the Secretary or Assistant Secretary of Converted Entity, certifying the names and true signatures of its officers who are authorized to sign the Transaction Documents on behalf of such Converted Entity;

(ii)    certified copies of (A) the resolutions of the Board of Directors of each Converted Entity authorizing the execution, delivery and performance by such Converted Entity of the Transaction Documents to which it is a party and (B) the certificate of formation and operating agreement of each Converted Entity;

(iii)    a good standing certificate with respect to each Converted Entity issued by the Secretary of State (or similar official) of the State of Delaware;

(iv)    completed UCC search reports, dated on or shortly before the Conversion Date, with respect to each Converted Entity from the Delaware Secretary of State;

(v)    proof of filing of a UCC-1 Financing Statement, naming such Converted Entity as debtor and the Agent as the secured party, with the Delaware Secretary of State and in form and substance satisfactory to the Agent;

(vi)    proof of filing of (a) a UCC-1 Financing Statement, naming such Converted Entity as debtor and the Agent as the secured party and (b) a UCC-3 Financing Statement Amendment, amending the debtor’s name for the UCC-1 Financing Statement filed against the Converting Entity in connection with the Transaction Documents, in each case, with the Delaware Secretary of State and in form and substance satisfactory to the Agent; and

(vii)    one or more favorable opinions of legal counsel the Converted Entity satisfactory to the Agent as to (i) certain general limited liability company, authority, enforceability and no-conflict matters and (ii) certain UCC attachment, perfection and priority maters, in each case, with respect to the Converted Entity.
Sch. E-1
Exhibit 31.1

I, Jason M. Hollar, certify that:
1.I have reviewed this Form 10-Q of Cardinal Health, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 3, 2023
/s/ JASON M. HOLLAR
Jason M. Hollar
Chief Executive Officer


Exhibit 31.2

I, Aaron E. Alt, certify that:
1.I have reviewed this Form 10-Q of Cardinal Health, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 3, 2023
/s/ AARON E. ALT
Aaron E. Alt
Chief Financial Officer


Exhibit 32.1

Certification of the Chief Executive Officer and the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Jason M. Hollar, Chief Executive Officer of Cardinal Health, Inc. (the “Company”) and Aaron E. Alt, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, that:
(1)the Periodic Report on Form 10-Q for the quarter ended September 30, 2023 containing the financial statements of the Company (the “Periodic Report”), which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2)the information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: November 3, 2023
/s/ JASON M. HOLLAR
Jason M. Hollar
Chief Executive Officer
/s/ AARON E. ALT
Aaron E. Alt
Chief Financial Officer


Exhibit 99.1



Statement Regarding Forward-Looking Information
As used in this exhibit, “we,” “our,” “us” and similar pronouns refer to Cardinal Health, Inc. and its subsidiaries, unless the context requires otherwise. Our filings with the U.S. Securities and Exchange Commission, including our annual report on Form 10-K for the fiscal year ended June 30, 2023 (the “2023 Form 10-K”), our quarterly reports on Form 10-Q, including this one, and our current reports on Form 8-K (along with any exhibits and amendments to such reports), as well as our news releases or any other written or oral statements made by or on behalf of us, including materials posted on our website, may include, directly or by incorporation by reference, forward-looking statements that reflect our current view (as of the date the forward-looking statement is first made) about future events, prospects, projections or financial performance. The matters discussed in these forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected, anticipated or implied in or by such statements. These risks and uncertainties include:
competitive pressures in the markets in which we operate, including pricing pressures;
uncertainties relating to the pricing of and demand for generic pharmaceuticals;
significantly increased costs for commodities and other materials used in the Medical segment manufacturing, including various components, compounds, raw materials or energy such as oil-based resins, pulp, cotton, latex and other commodities and the possibility that we may not successfully offset or mitigate these increases;
uncertainties relating to the timing, frequency and profitability of generic pharmaceutical launches or other components of our pharmaceutical generics program;
changes in the timing or frequency of the introduction of branded pharmaceuticals;
uncertainties related to the timing, magnitude and profit impact of the distribution of recently commercially available COVID-19 vaccines;
any compromise of our information systems or of those of a third-party service provider, including unauthorized access to or use or disclosure of company or customer information, disruption of access and ancillary risks associated with our ability to effectively manage any issues arising from any such compromise or disruption;
continuing risks associated with the resolution and defense of the lawsuits and investigations in which we have been or will be named relating to the distribution of prescription opioid pain medication, including the investigations by the U.S. Department of Justice which concerns our anti-diversion program, our anti-diversion policies and procedures and our distribution of certain controlled substances;
risks associated with the national opioid settlement agreement to resolve the vast majority of opioid-related claims brought by states and other governmental entities, including the risk that the implementation and maintenance of the required changes to distributors' controlled substance anti-diversion programs may result in unforeseen costs or operational challenges and the risk that if we fail to or are alleged to have failed to comply with the terms of the settlement agreement, we could incur monetary or other penalties or result in additional lawsuits being filed against us;
uncertainties related to our Medical segment's Cardinal Health Brand products, including our ability to manage cost and infrastructure, retain margin, increase volume and improve performance;
risks associated with the tax benefit from our self-insurance loss claims, including, certain state courts' interpretation of laws and insurance policies in ways that may impact our self-insurance loss, which could negatively impact our financial position;
disruption, damage or lack of access to, or failure of, our or our third-party service providers' information systems, our critical facilities, including our national logistics center, or our distribution networks;
risks associated with our Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human Services, including the risk that failure to comply with the requirements set forth therein could result in monetary or other penalties;
our high sales concentration with certain key customers, including CVS Health Corporation and OptumRx;
material reductions in purchases, pricing changes, non-renewal, early termination, or delinquencies or defaults under contracts with key customers;
our ability to maintain the benefits of our generic pharmaceutical sourcing venture with CVS Health Corporation;
costs or claims resulting from quality issues, or other potential errors or defects in our manufacturing or sourcing of medical devices or other products or in our compounding, repackaging, information systems or pharmacy management services that may injure persons or damage property or operations, including costs from recalls, remediation efforts, and related product liability claims and lawsuits, including class action lawsuits;
actions of regulatory bodies and other governmental authorities, including the U.S. Drug Enforcement Administration, certain agencies within the U.S. Department of Health and Human Services (including the U.S. Food and Drug Administration, Centers for Medicare and Medicaid Services, the Office of Inspector General and the Office for Civil Rights), the U.S. Nuclear Regulatory Commission, the U.S. Federal Trade Commission, the U.S. Customs and Border Protection, various state boards of pharmacy, state controlled substance authorities, state health departments, state insurance departments, state Medicaid departments or comparable regulatory bodies or governmental authorities or foreign equivalents that, in each case, could delay, limit or suspend product development, manufacturing, distribution, importation or sales or result in warning letters, recalls, seizures, injunctions or monetary sanctions;
shortages in commodities, components, compounds, raw materials or energy used by our businesses, including supply disruptions of radioisotopes;



the loss of, or default by, one or more key suppliers for which alternative suppliers may not be readily available;
uncertainties with respect to certain business process initiatives, including IT infrastructure activities and outsourcing relationships, including the ability to achieve the expected benefits from such initiatives, the risk that we could incur unexpected charges, and the risk that we may fail to retain key personnel;
difficulties or delays in the development, production, manufacturing, sourcing and marketing of new or existing products and services, including difficulties or delays associated with obtaining or maintaining requisite regulatory consents, whether our own or third parties', or approvals associated with those activities;
manufacturing disruptions, whether due to regulatory action, including regulatory action to reduce ethylene oxide ("EtO") emissions, production quality deviations, safety issues or raw material shortages or defects, or because a key product is manufactured at a single manufacturing facility with limited alternate facilities;
risks associated with industry reliance on EtO to sterilize certain medical products that we manufacture or distribute, including the possibility that regulatory actions to reduce EtO emissions could become more widespread, which may result in increased costs or supply shortages; and risks that the lawsuits against us alleging personal injury resulting from EtO exposure could become more widespread;
the possibility that we could be subject to adverse changes in the tax laws or challenges to our tax positions, including the possibility that the corporate tax rate in the U.S. could be increased;
risks arising from possible violations of healthcare fraud and abuse laws;
risks arising from possible violations of the U.S. Foreign Corrupt Practices Act and other similar anti-corruption laws in other jurisdictions and U.S. and foreign export control, trade embargo and customs laws;
risks arising from our collecting, handling and maintaining patient-identifiable health information and other sensitive personal and financial information, which are subject to federal, state and foreign laws that regulate the use and disclosure of such information;
risks arising from certain of our businesses being Medicare-certified suppliers or participating in other federal and state healthcare programs, such as state Medicaid programs and the federal 340B drug pricing program, which businesses are subject to accreditation and quality standards and other rules and regulations, including applicable reporting, billing, payment and record-keeping requirements;
risks arising from pharmaceutical manufacturers' restriction of sales under the 340B drug pricing program to contract pharmacies, which may adversely impact our customers;
risks arising from certain of our businesses manufacturing pharmaceutical and medical products or repackaging pharmaceuticals that are purchased or reimbursed through, or are otherwise governed by, federal or state healthcare programs, which businesses are subject to federal and state laws that establish eligibility for reimbursement by such programs and other applicable standards and regulations;
changes in laws or changes in the interpretation or application of laws or regulations, as well as possible failures to comply with applicable laws or regulations, including as a result of possible misinterpretations or misapplications;
unfavorable changes to the terms or with our ability to meet contractual obligations of key customer or supplier relationships, or changes in customer mix;
risks arising from changes in U.S. or foreign tax laws and unfavorable challenges to our tax positions and payments to settle these challenges, which may adversely affect our effective tax rate or tax payments;
uncertainties due to possible government healthcare reform, including proposals related to Medicare drug rebate arrangements, possible repeal or replacement of major parts of the Patient Protection and Affordable Care Act, proposals related to prescription drug pricing transparency and the possible adoption of Medicare-For-All;
reductions or limitations on governmental funding at the state or federal level or efforts by healthcare insurance companies to limit payments for products and services;
changes in manufacturers' pricing, selling, inventory, distribution or supply policies or practices;
changes in legislation or regulations governing prescription drug pricing, healthcare services or mandated benefits;
uncertainties arising as a result of the Supreme Court decision on Dobbs vs. Jackson, including uncertainties associated with states' proposed and adopted laws which may impact our ability to distribute or store certain pharmaceutical products and the risk that we could incur unforeseen costs to comply with these new laws in various jurisdictions;
changes in hospital buying groups or hospital buying practices;
changes in distribution or sourcing models for pharmaceutical and medical and surgical products, including an increase in direct and limited distribution;
changes to the prescription drug reimbursement formula and related reporting requirements for generic pharmaceuticals under Medicaid;
continuing consolidation in the healthcare industry, which could give the resulting enterprises greater bargaining power and may increase pressure on prices for our products and services or result in the loss of customers;



risks to our business and information and controls systems in the event that business process improvements, infrastructure modernization or initiatives to use third-party service providers for key systems and processes are not effectively implemented;
the risk that we may not effectively implement and maintain data governance structures across businesses to allow us to access and interpret our data, which could put us at a competitive disadvantage relative to our peers;
the results, costs, effects or timing of any commercial disputes, government contract compliance matters, patent infringement claims, qui tam actions, government investigations, shareholder lawsuits or other legal proceedings;
the possibility that our business performance or internal control over financial reporting may be adversely impacted if we are not successful at attracting, retaining and developing talent;
losses relating to product liability lawsuits and claims regarding products for which we cannot obtain product liability insurance or for which such insurance may not be adequate to cover our losses, including the product liability lawsuits we are currently defending relating to alleged personal injuries associated with the use of Cordis inferior vena cava filter products;
risks associated with the importation of products or source materials used in products that we manufacture or distribute, including risks associated with our country-of-origin determinations and the possibility that we could experience additional supply disruptions as a result of the Uyghur Forced Labor Prevention Act or other similar regulations;
our ability to maintain adequate intellectual property protections;
the costs, difficulties and uncertainties related to the integration of acquired businesses, including liabilities relating to the operations or activities of such businesses prior to their acquisition, and uncertainties relating to our ability to achieve the anticipated results from acquisitions;
our ability to manage and complete divestitures or other strategic business combination transactions, including our ability to find buyers or other strategic exit opportunities and risks associated with the possibility that we could experience greater dis-synergies than anticipated or otherwise fail to achieve our strategic objectives;
bankruptcy, insolvency or other credit failure of a customer or supplier that owes us a substantial amount;
risks associated with global operations, including the effect of local economic environments, inflation, recession, currency volatility and global competition, in addition to risks associated with compliance with U.S. and international laws relating to global operations;
uncertainties with respect to U.S. or international trade policies, tariffs, excise or border taxes and their impact on our ability to source products or materials that we need to conduct our business;
risks associated with our use of and reliance on the global capital and credit markets, including our ability to access credit and our cost of credit, which may adversely affect our ability to efficiently fund our operations or undertake certain expenditures;
our ability to introduce and market new products and our ability to keep pace with advances in technology;
significant charges to earnings if goodwill or intangible assets become impaired;
uncertainties relating to general political, business, industry, regulatory and market conditions;
certain risks arising from the ongoing COVID-19 pandemic; and
other factors described in the “Risk Factors” section of the 2023 Form 10-K.
The words “expect,” “anticipate,” “intend,” “plan,” “believe,” “will,” “should,” “could,” “would,” “project,” “continue,” “likely,” and similar expressions generally identify “forward-looking statements,” which speak only as of the date the statements were made, and also include statements reflecting future results or guidance, statements of outlook and expense accruals. We undertake no obligation to update or revise any forward-looking statements, except to the extent required by applicable law.

v3.23.3
Cover Page - shares
3 Months Ended
Sep. 30, 2023
Oct. 31, 2023
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2023  
Document Transition Report false  
Entity File Number 1-11373  
Entity Registrant Name Cardinal Health, Inc.  
Entity Central Index Key 0000721371  
Current Fiscal Year End Date --06-30  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q1  
Amendment Flag false  
Entity Incorporation, State or Country Code OH  
Entity Tax Identification Number 31-0958666  
Entity Address, Address Line One 7000 Cardinal Place  
Entity Address, City or Town Dublin  
Entity Address, State or Province OH  
Entity Address, Postal Zip Code 43017  
City Area Code 614  
Local Phone Number 757-5000  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Title of 12(b) Security Common shares (without par value)  
Trading Symbol CAH  
Security Exchange Name NYSE  
Entity Common Stock, Shares Outstanding   246,468,133
v3.23.3
Condensed Consolidated Statements of Earnings - USD ($)
shares in Millions, $ in Millions
3 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Income Statement [Abstract]    
Revenue $ 54,763 $ 49,603
Cost of Goods and Services Sold 52,995 47,989
Gross margin 1,768 1,614
Operating expenses:    
Distribution, selling, general and administrative expenses 1,197 1,197
Restructuring and employee severance 25 29
Amortization and other acquisition-related costs 64 71
Impairments and (gain)/loss on disposal of assets, net 537 153
Litigation (recoveries)/charges, net (41) 27
Operating earnings/(loss) (14) 137
Other (income)/expense, net (2) 2
Interest expense, net 14 25
Earnings/(loss) before income taxes (26) 110
Benefit from income taxes (32) (1)
Net earnings 6 111
Less: Net earnings attributable to noncontrolling interests (1) (1)
Net earnings attributable to Cardinal Health, Inc. $ 5 $ 110
Earnings per common share attributable to Cardinal Health, Inc.:    
Basic (in shares) $ 0.02 $ 0.41
Diluted (in shares) $ 0.02 $ 0.40
Weighted-average number of common shares outstanding:    
Basic (in shares) 249 271
Diluted (in shares) 250 273
Cash dividends declared per common share $ 0.5006 $ 0.4957
v3.23.3
Condensed Consolidated Statements of Comprehensive Income - USD ($)
$ in Millions
3 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Statement of Comprehensive Income [Abstract]    
Net earnings/(loss) $ 6 $ 111
Other comprehensive loss:    
Foreign currency translation adjustments and other (11) (58)
Net unrealized gain/(loss) on derivative instruments, net of tax (3) (4)
Total other comprehensive loss, net of tax (14) (62)
Total comprehensive income/(loss) (8) 49
Less: comprehensive income attributable to noncontrolling interests (1) (1)
Total comprehensive income attributable to Cardinal Health, Inc. $ (9) $ 48
v3.23.3
Condensed Consolidated Balance Sheets - USD ($)
shares in Thousands, $ in Millions
Sep. 30, 2023
Jun. 30, 2023
Current assets:    
Cash and equivalents $ 3,854 $ 4,043
Trade receivables, net 11,265 11,344
Inventories, net 16,987 15,940
Prepaid expenses and other 2,582 2,362
Assets held for sale 0 144
Total current assets 34,688 33,833
Property and equipment, net 2,441 2,462
Goodwill and other intangibles, net 5,432 6,081
Other Assets 1,149 1,041
Total assets 43,710 43,417
Current liabilities:    
Accounts Payable, Current 31,540 29,813
Current portion of long-term obligations and other short-term borrowings 788 792
Other accrued liabilities 2,737 3,059
Liabilities related to assets held for sale 0 42
Total current liabilities 35,065 33,706
Long-term obligations, less current portion 3,890 3,909
Deferred income taxes and other liabilities $ 8,245 $ 8,653
Preferred shares, without par value:    
Preferred Stock, Shares Authorized 500 500
Preferred Stock, Shares Issued 0 0
Preferred Stock, Value, Issued $ 0 $ 0
Common shares, without par value:    
Common Stock, Shares Authorized 755,000 755,000
Common Stock, Shares, Issued 327,000 327,000
Common Stock, Value, Issued $ 2,728 $ 2,747
Accumulated deficit (654) (534)
Treasury Stock, Value $ (5,400) $ (4,914)
Treasury Stock, Shares 80,000 76,000
Accumulated other comprehensive loss $ (165) $ (151)
Total Cardinal Health, Inc. shareholders' deficit (3,491) (2,852)
Noncontrolling interests 1 1
Total shareholders' equity (3,490) (2,851)
Total liabilities and shareholders’ deficit $ 43,710 $ 43,417
v3.23.3
Condensed Consolidated Statement of Shareholders' Equity - USD ($)
shares in Thousands, $ in Millions
Total
Common Shares
Accumulated Deficit
Treasury Shares
Accumulated Other Comprehensive Loss
Noncontrolling Interests
Balance at beginning of period (in shares) at Jun. 30, 2022   327,000        
Balance at beginning of period at Jun. 30, 2022 $ (706) $ 2,813 $ (280)   $ (114) $ 3
Treasury, balance at beginning of period (in shares) at Jun. 30, 2022       (54,000)    
Treasury, balance at beginning of period at Jun. 30, 2022       $ (3,128)    
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net earnings 110          
Net earnings 111         1
Other comprehensive loss, net of tax (62)       (62)  
Purchase of noncontrolling interests (2)         (2)
Employee stock plans activity, net of shares withheld for employee taxes (in shares)   0   1,000    
Employee stock plans activity, net of shares withheld for employee taxes 11 $ (37)   $ 48    
Purchase of treasury shares (1,000) $ (200)        
Share repurchase program activity (in shares)       (12,000)    
Share repurchase program activity (1,000)     $ (800)    
Dividends (131)   (131)      
Other (1)         (1)
Balance at end of period (in shares) at Sep. 30, 2022   327,000        
Balance at end of period at Sep. 30, 2022 $ (1,780) $ 2,576 (301)   (176) 1
Treasury, balance at end of period (in shares) at Sep. 30, 2022       (65,000)    
Treasury, balance at end of period at Sep. 30, 2022       $ (3,880)    
Balance at beginning of period (in shares) at Jun. 30, 2023 327,000 327,000        
Balance at beginning of period at Jun. 30, 2023 $ (2,851) $ 2,747 (534)   (151) 1
Treasury, balance at beginning of period (in shares) at Jun. 30, 2023 (76,000)     (76,000)    
Treasury, balance at beginning of period at Jun. 30, 2023 $ (4,914)     $ (4,914)    
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net earnings 5          
Net earnings 6         1
Other comprehensive loss, net of tax (14)       (14)  
Employee stock plans activity, net of shares withheld for employee taxes (in shares)   0   1,000    
Employee stock plans activity, net of shares withheld for employee taxes 0 $ (19)   $ 19    
Purchase of treasury shares (500)        
Share repurchase program activity (in shares)       (5,000)    
Share repurchase program activity (505)     $ (505)    
Dividends (125)   (125)      
Other $ (1)         (1)
Balance at end of period (in shares) at Sep. 30, 2023 327,000 327,000        
Balance at end of period at Sep. 30, 2023 $ (3,490) $ 2,728 $ (654)   $ (165) $ 1
Treasury, balance at end of period (in shares) at Sep. 30, 2023 (80,000)     (80,000)    
Treasury, balance at end of period at Sep. 30, 2023 $ (5,400)     $ (5,400)    
v3.23.3
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Millions
3 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Cash flows from operating activities:    
Net earnings/(loss) $ 6 $ 111
Adjustments to reconcile net earnings to net cash provided by operating activities:    
Depreciation and amortization 172 171
Impairments and (gain)/loss on disposal of assets, net 537 153
Share-based compensation 29 23
Provision for bad debts 29 29
Change in operating assets and liabilities, net of effects from acquisitions and divestitures:    
(Increase)/decrease in trade receivables 50 (508)
Increase in inventories (1,057) (264)
Increase in accounts payable 1,727 1,234
Other accrued liabilities and operating items, net (948) (926)
Net cash provided by operating activities 545 23
Cash flows from investing activities:    
Additions to property and equipment (92) (70)
Proceeds from disposal of property and equipment 1 2
Purchases of investments 1 3
Proceeds from investments 1 1
Proceeds from Hedge, Investing Activities 28 0
Net cash used in investing activities (63) (70)
Cash flows from financing activities:    
Reduction of long-term obligations (7) (7)
Net tax withholdings from share-based compensation (28) (14)
Dividends on common shares (131) (142)
Purchase of treasury shares (500) (1,000)
Net cash used in financing activities (666) (1,163)
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Continuing Operations (5) (15)
Net decrease in cash and equivalents (189) (1,225)
Cash and equivalents at beginning of period 4,043 4,717
Cash and equivalents at end of period $ 3,854 $ 3,492
v3.23.3
Basis of Presentation and Summary of Significant Accounting Policies
3 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Basis of Presentation and Summary of Significant Accounting Policies
1. Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation
Our condensed consolidated financial statements include the accounts of all majority-owned or consolidated subsidiaries, and all significant intercompany transactions and amounts have been eliminated. The results of businesses acquired or disposed of are included in the condensed consolidated financial statements from the date of the acquisition or up to the date of disposal, respectively.
References to "we," "our," and similar pronouns in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (this "Form 10-Q") are to Cardinal Health, Inc. and its majority-owned or consolidated subsidiaries unless the context requires otherwise.
Our fiscal year ends on June 30. References to fiscal 2024 and 2023 in these condensed consolidated financial statements are to the fiscal years ending or ended June 30, 2024 and June 30, 2023, respectively.
Our condensed consolidated financial statements have been prepared in accordance with the U.S. Securities and Exchange Commission ("SEC") instructions to Quarterly Reports on Form 10-Q and include the information and disclosures required by accounting principles generally accepted in the United States ("GAAP") for interim financial reporting. The preparation of financial statements in conformity with GAAP requires us to make estimates, judgments and assumptions that affect amounts reported in the condensed consolidated financial statements and accompanying notes. Actual amounts may differ from these estimated amounts.
In our opinion, all adjustments necessary for a fair presentation of the condensed consolidated financial statements have been included. Except as disclosed elsewhere in this Form 10-Q, all such adjustments are of a normal and recurring nature. In addition, financial results presented for this fiscal 2024 interim period are not necessarily indicative of the results that may be expected for the full fiscal year ending June 30, 2024. These condensed consolidated financial statements are unaudited and, accordingly, should be read in conjunction with the audited consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (the "2023 Form 10-K").
Recently Issued Financial Accounting Standards Not Yet Adopted
We assess the adoption impacts of recently issued accounting standards by the Financial Accounting Standards Board ("FASB") on our condensed consolidated financial statements as well as
material updates to previous assessments, if any, from our fiscal 2023 Form 10-K. There were no accounting standards issued in fiscal 2024 that will have a material impact on our condensed consolidated financial statements.
Recently Adopted Financial Accounting Standards
There were no new material accounting standards adopted in the three months ended September 30, 2023.
v3.23.3
Divestitures
3 Months Ended
Sep. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]  
Disposal Groups, Including Discontinued Operations, Disclosure
2. Divestitures
On June 5, 2023, we signed a definitive agreement to contribute the Outcomes™ business to Transaction Data Systems ("TDS"), a portfolio company of BlackRock Long Term Private Capital and GTCR, in exchange for a 16 percent equity interest in the combined entity. The transaction closed on July 10, 2023 and we recognized a pre-tax gain of $53 million during the three months ended September 30, 2023, which was included in impairments and (gain)/loss on disposal of assets, net in our condensed consolidated statements of earnings. This gain includes our initial recognition of an equity method investment in the combined entity for $147 million.
We determined that the divestiture of the Outcomes™ business does not meet the criteria to be classified as discontinued operations. The Outcomes™ business operated within our Pharmaceutical segment.
v3.23.3
Restructuring and Employee Severance
3 Months Ended
Sep. 30, 2023
Restructuring Charges [Abstract]  
Restructuring and Employee Severance
3. Restructuring and Employee Severance
The following table summarizes restructuring and employee severance costs:
Three Months Ended September 30,
(in millions)20232022
Employee-related costs$7 $19 
Facility exit and other costs18 10 
Total restructuring and employee severance$25 $29 

Employee-related costs primarily consist of termination benefits provided to employees who have been involuntarily terminated, duplicate payroll costs and retention bonuses incurred during transition periods. Facility exit and other costs primarily consist of project consulting fees, accelerated depreciation, professional, project management and other service fees to support divestitures, costs associated with vacant facilities and certain other divestiture-related costs.
During the three months ended September 30, 2023, restructuring and employee severance costs were primarily related to certain
projects resulting from reviews of our strategy, portfolio, capital-allocation framework and operations and the implementation of certain enterprise-wide cost-savings measures. During the three months ended September 30, 2022, restructuring and employee severance costs were primarily related to the implementation of certain enterprise-wide cost-savings measures.
The following table summarizes activity related to liabilities associated with restructuring and employee severance:
(in millions)Employee-
Related Costs
Facility Exit
and Other Costs
Total
Balance at June 30, 2023$44 $$46 
Additions10 
Payments and other adjustments(15)(2)(17)
Balance at September 30, 2023$35 $4 $39 
v3.23.3
Goodwill and Other Intangible Assets
3 Months Ended
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets Disclosure
4. Goodwill and Other Intangible Assets
Goodwill
The following table summarizes the changes in the carrying amount of goodwill by segment and in total:
(in millions)PharmaceuticalMedical (1)Total
Balance at June 30, 2023$2,649 $1,960 $4,609 
Foreign currency translation adjustments and other— (3)(3)
Goodwill impairment— (581)(581)
Balance at September 30, 2023$2,649 $1,376 $4,025 
(1)At September 30, 2023 and June 30, 2023, the Medical segment accumulated goodwill impairment loss was $5.3 billion and $4.7 billion, respectively.
Due to an increase in the risk-free interest rate used in the discount rate, we elected to bypass the qualitative assessment and perform quantitative goodwill impairment testing for the Medical operating segment (excluding our Cardinal Health at-Home Solutions division) (“Medical Unit”) at September 30, 2023. Our determination of the estimated fair value of the Medical Unit is based on a combination of the income-based approach (using a discount rate of 11 percent and a terminal growth rate of 2 percent), and market-based approaches. Additionally, we assigned a weighting of 80 percent to the discounted cash flow method, 10 percent to the guideline public company method, and 10 percent to the guideline transaction method. The carrying amount exceeded the fair value, which resulted in a pre-tax impairment charge of $581 million for the Medical Unit, which was recognized during the three months ended September 30, 2023 and is included in impairments and (gain)/loss on disposal of assets, net in our condensed consolidated statements of earnings. This impairment charge was driven by an increase of 1 percent in the discount rate primarily due to an increase in the risk-free interest rate. The discount rate used for the interim goodwill impairment testing at June 30, 2023 was 10 percent. The carrying value of the Medical
Unit at September 30, 2023 after recognizing the impairment charge was $5.3 billion, of which $141 million was goodwill.
During the three months ended September 30, 2022, we performed interim quantitative goodwill impairment testing for the Medical Unit. This quantitative testing resulted in the carrying amount of the Medical Unit exceeding the fair value, resulting in a pre-tax impairment charge of $154 million.
Other Intangible Assets
The following tables summarize other intangible assets by class at:
September 30, 2023
(in millions)Gross
Intangible
Accumulated
Amortization
Net
Intangible
Weighted- Average Remaining Amortization Period (Years)
Indefinite-life intangibles:
Trademarks and patents$12 $ $12 N/A
Total indefinite-life intangibles12  12 N/A
Definite-life intangibles:
Customer relationships3,164 2,307 857 9
Trademarks, trade names and patents546 387 159 8
Developed technology and other1,021 642 379 8
Total definite-life intangibles4,731 3,336 1,395 9
Total other intangible assets$4,743 $3,336 $1,407 N/A
June 30, 2023
(in millions)Gross
Intangible
Accumulated
Amortization
Net
Intangible
Indefinite-life intangibles:
Trademarks and patents$11 $— $11 
Total indefinite-life intangibles11 — 11 
Definite-life intangibles:
Customer relationships3,174 2,274 900 
Trademarks, trade names and patents546 380 166 
Developed technology and other1,021 626 395 
Total definite-life intangibles4,741 3,280 1,461 
Total other intangible assets$4,752 $3,280 $1,472 
Total amortization of intangible assets was $64 million and $71 million for the three months ended September 30, 2023 and 2022, respectively. Estimated annual amortization of intangible assets for the remainder of fiscal 2024 through 2028 is as follows: $190
million, $228 million, $205 million, $173 million and $146 million.
v3.23.3
Long-Term Obligations and Other Short-Term Borrowings
3 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Long-Term Obligations and Other Short-Term Borrowings
5. Long-Term Obligations and Other Short-Term Borrowings
Long-Term Debt
We had total long-term obligations, including the current portion and other short-term borrowings, of $4.7 billion at both September 30, 2023 and June 30, 2023. All the notes represent unsecured obligations of Cardinal Health, Inc. and rank equally in right of payment with all of our existing and future unsecured and unsubordinated indebtedness. Interest is paid pursuant to the terms of the obligations. These notes are effectively subordinated to the liabilities of our subsidiaries, including trade payables of $31.5 billion and $29.8 billion at September 30, 2023 and June 30, 2023, respectively.
Other Financing Arrangements
In addition to cash and equivalents and operating cash flow, other sources of liquidity include a $2.0 billion commercial paper program backed by a $2.0 billion revolving credit facility. We also have a $1.0 billion committed receivables sales facility. At September 30, 2023, we had no amounts outstanding under our commercial paper program, revolving credit facility, or our committed receivables sales facility.
In February 2023, we extended our $2.0 billion revolving credit facility through February 25, 2028. In September 2022, we renewed our committed receivables sales facility program through Cardinal Health Funding, LLC (“CHF”) through September 30, 2025. In September 2023, Cardinal Health 23 Funding, LLC ("CH-23 Funding") was added as a seller under our committed receivables sales facility. Each of CHF and CH-23 Funding was organized for the sole purpose of buying receivables and selling undivided interests in those receivables to third-party purchasers. Although consolidated with Cardinal Health, Inc. in accordance with GAAP, each of CHF and CH-23 Funding is a separate legal entity from Cardinal Health, Inc. and from our respective subsidiary that sells receivables to CHF or CH-23 Funding, as applicable. Each of CHF and CH-23 Funding is designed to be a special purpose, bankruptcy-remote entity whose respective assets are available solely to satisfy the claims of its respective creditors.
Our revolving credit and committed receivables sales facilities require us to maintain a consolidated net leverage ratio of no more than 3.75-to-1. As of September 30, 2023, we were in compliance with this financial covenant.
v3.23.3
Commitments, Contingent Liabilities and Litigation
3 Months Ended
Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments, Contingent Liabilities and Litigation
6. Commitments, Contingent Liabilities and Litigation
Commitments
Generic Sourcing Venture with CVS Health
In July 2014, we established Red Oak Sourcing, LLC ("Red Oak Sourcing"), a U.S.-based generic pharmaceutical sourcing venture with CVS Health Corporation ("CVS Health") for an initial term of 10 years. Red Oak Sourcing negotiates generic pharmaceutical supply contracts on behalf of its participants. In August 2021, we amended our agreement to extend the term through June 2029. We are required to make quarterly payments to CVS Health for the term of the arrangement.
Contingencies
New York Opioid Stewardship Act
In April 2018, the State of New York passed a budget which included the Opioid Stewardship Act (the "OSA"). The OSA created an aggregate $100 million annual assessment on all manufacturers and distributors licensed to sell or distribute opioids in New York. Under the OSA, each licensed manufacturer and distributor would be required to pay a portion of the assessment based on its share of the total morphine milligram equivalents sold or distributed in New York during the applicable calendar year, beginning in 2017. Subsequently, New York passed a new statute that modified the assessment going forward and limited the OSA to two years (2017 and 2018).
We accrue contingencies if it is probable that a liability has been incurred and the amount can be estimated. During the fiscal year 2023, we recorded $6 million of income to reduce the previously estimated accrual to the invoiced amount for the calendar year 2018 assessment. At June 30, 2023, we had an outstanding liability of $3 million, which was paid in full during first quarter of fiscal year 2024.
Legal Proceedings
We become involved from time to time in disputes, litigation and regulatory matters.
From time to time, we determine that products we distribute, source, manufacture or market do not meet our specifications, regulatory requirements, or published standards. When we or a regulatory agency identify a potential quality or regulatory issue, we investigate and take appropriate corrective action. Such actions have led to product recalls, costs to repair or replace affected products, temporary interruptions in product sales, restrictions on importation, product liability claims and lawsuits and can lead to action by regulators. Even absent an identified regulatory or quality issue or product recall, we can become subject to product liability claims and lawsuits.
From time to time, we become aware through employees, internal audits or other parties of possible compliance matters, such as complaints or concerns relating to accounting, internal accounting controls, financial reporting, auditing, or other ethical matters or
relating to compliance with laws such as healthcare fraud and abuse, anti-corruption or anti-bribery laws. When we become aware of such possible compliance matters, we investigate internally and take appropriate corrective action. In addition, from time to time, we receive subpoenas or requests for information from various federal or state agencies relating to our business or to the business of a customer, supplier or other industry participants. Internal investigations, subpoenas or requests for information could directly or indirectly lead to the assertion of claims or the commencement of legal proceedings against us or result in sanctions.
We have been named from time to time in qui tam actions initiated by private third parties. In such actions, the private parties purport to act on behalf of federal or state governments, allege that false claims have been submitted for payment by the government and may receive an award if their claims are successful. After a private party has filed a qui tam action, the government must investigate the private party's claim and determine whether to intervene in and take control over the litigation. These actions may remain under seal while the government makes this determination. If the government declines to intervene, the private party may nonetheless continue to pursue the litigation on his or her own purporting to act on behalf of the government.
We accrue for contingencies related to disputes, litigation and regulatory matters if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Because these matters are inherently unpredictable and unfavorable developments or resolutions can occur, assessing contingencies is highly subjective and requires judgments about future events. We regularly review contingencies to determine whether our accruals and related disclosures are adequate. The amount of ultimate loss may differ from these estimates.
We recognize income from the favorable outcome of litigation when we receive the associated cash or assets.
We recognize estimated loss contingencies for certain litigation and regulatory matters and income from favorable resolution of litigation in litigation (recoveries)/charges, net, in our condensed consolidated statements of earnings; however, losses and recoveries of lost profits from disputes that occur in the ordinary course of business are included within segment profit.
Opioid Lawsuits and Investigations
Cardinal Health, other pharmaceutical wholesalers and other participants in the pharmaceutical supply chain have been named as a defendant in lawsuits related to the distribution of opioid pain medications. These lawsuits seek equitable relief and monetary damages based on a variety of legal theories, including various common law claims, such as public nuisance, negligence, unjust enrichment, personal injury, as well as violations of controlled substance laws, the Racketeer Influenced and Corrupt Organizations Act and various other statutes. Plaintiffs in these lawsuits include governmental entities, as well as private parties, such as unions and other health and welfare funds, hospital
systems and other healthcare providers, businesses and individuals.
We have also received federal grand jury subpoenas issued in connection with investigations being conducted by the U.S. Attorney's Office for the Eastern District of New York and the Fraud Section of the U.S. Department of Justice ("DOJ"). We have also received civil requests for information, subpoenas and other requests from other DOJ offices. These investigations concern operation of our anti-diversion program, our anti-diversion policies and procedures and distribution of certain controlled substances. We are cooperating with these investigations. We are unable to predict the outcome of any of these investigations.
In total, as of September 30, 2023, we have $5.45 billion accrued for these matters, of which $420 million is included in other accrued liabilities and the remainder is included in deferred income taxes and other liabilities in our condensed consolidated balance sheets.
Because loss contingencies are inherently unpredictable and unfavorable developments or resolutions can occur, the assessment is highly subjective and requires judgments about future events. We regularly review these opioid litigation matters to determine whether our accrual is adequate. The amount of ultimate loss may differ materially from this accrual, whether as a result of settlement discussions, a judicial decision or verdict or otherwise, but we are not able to estimate a range of reasonably possible additional losses for these matters. We continue to strongly dispute the allegations made in these lawsuits and none of these agreements is an admission of liability or wrongdoing. Please see below for additional description of these matters.
States and Political Subdivisions
In February 2022, we along with two other national distributors (collectively, the "Distributors") independently approved a settlement and settlement agreement (the "National Opioid Settlement Agreement") to settle the vast majority of opioid lawsuits and claims brought by states and political subdivisions. This National Opioid Settlement Agreement became effective on April 2, 2022. In addition to the Distributors, parties to the National Opioid Settlement Agreement include 48 states, the District of Columbia and 5 U.S. territories. Over 99 percent of political subdivisions in settling states (by population as calculated under the National Opioid Settlement Agreement) that had brought opioid-related suits against us have chosen to join the National Opioid Settlement Agreement or have had their claims addressed by state legislation (together with settling states and territories, the "Settling Governmental Entities").
As of July 2023, we have paid the Settling Governmental Entities approximately $1.2 billion, and will pay Settling Governmental Entities additional amounts up to $5.2 billion through 2038. The National Opioid Settlement Agreement also includes injunctive relief terms related to Distributors’ controlled substance anti-diversion programs. A monitor is overseeing compliance with these provisions until 2027. In addition, the Distributors are engaging a
third-party vendor to act as a clearinghouse for data aggregation and reporting, which Distributors will fund for 10 years. As a result of the National Opioid Settlement Agreement, most lawsuits brought against us by states and other political subdivisions have been dismissed. We continue to engage in resolution discussions with certain nonparticipating political subdivisions, including the Attorney General for the State of Alabama, and intend to defend ourselves vigorously against all remaining lawsuits. A trial involving the Attorney General for the State of Alabama is scheduled to begin in February 2024.
Other Settlements
West Virginia subdivisions and Native American tribes were not a part of the National Opioid Settlement Agreement, and we had separate settlement negotiations with these groups. In July 2022, a judgment in favor of the Distributors was entered in bench trial before a federal judge in West Virginia in a case brought by Cabell County and City of Huntington. Plaintiffs have appealed this decision to the Fourth Circuit Court of Appeals. In July 2022, the Distributors reached an agreement to settle the opioid-related claims of the majority of the remaining West Virginia subdivisions. Under this agreement, we agreed to pay eligible West Virginia subdivisions up to approximately $124 million over an eleven-year period. This agreement became effective in October 2022 when all participating subdivisions dismissed their cases.
In October 2022, we executed a final settlement agreement with the Native American Tribes, pursuant to which we will pay up to approximately $136 million over five years. In connection with this settlement, the court entered dismissals for the Native American tribes cases.
Private Plaintiffs
The National Opioid Settlement Agreement does not address claims by private parties, which includes unions and other health and welfare funds, hospital systems and other healthcare providers, businesses and individuals alleging personal injury. Lawsuits brought by private plaintiffs that were pending as of October 31, 2023 were 394. Of these, 103 were purported class actions. The causes of action asserted by these plaintiffs are similar to those asserted by public plaintiffs. We are engaged in resolution discussions with certain private plaintiffs; however, we are vigorously defending ourselves in all these matters.
A trial in a case involving 21 plaintiffs began in state court in Georgia in January 2023 and concluded in March 2023 with a verdict for the company and other defendants on all claims. In July 2023, the judge denied the plaintiffs' motion for a new trial. Plaintiffs have filed a notice of appeal and defendants have filed a notice of cross-appeal. A trial involving eight hospital plaintiffs that was scheduled to begin in Alabama in July 2023 was stayed pending appellate review of certain issues and has yet to be rescheduled.
Insurance Litigation
We are involved in ongoing legal proceedings with insurers related to their respective obligations to reimburse us for defense and
indemnity costs in connection with the lawsuits described above. During fiscal year 2023, we received approximately $10 million in insurance recoveries related to these matters.
Cordis IVC Filter Matters
We have been named as a defendant in approximately 450 product liability lawsuits coordinated in Alameda County Superior Court in California involving claims by approximately 5,000 plaintiffs that allege personal injuries associated with the use of inferior vena cava ("IVC") filter products. These lawsuits sought a variety of remedies, including unspecified monetary damages. The divestiture of the Cordis business did not include product liability related to the IVC filters in the U.S. and Canada, which we retained.
In April 2023, we executed a settlement agreement that, if certain conditions are satisfied, will resolve 4,375 claims for $275 million. This settlement agreement is subject to certain conditions, including certain opt-in thresholds. Between May and September 2023, we made settlement payments totaling $275 million into a qualified settlement fund, which will be disbursed to the plaintiffs if required conditions are satisfied. Since July 2021, we have also entered into other agreements to settle 2,798 product liability claims. While these settlements will resolve the vast majority of IVC filter product liability claims, they will not resolve all of them, and we intend to continue to vigorously defend ourselves in the remaining lawsuits.
Additionally, in August 2021, the Attorney General for the State of New Mexico filed an action against certain IVC filter manufacturers, including us, alleging claims under New Mexico's Unfair Practices Act, Medicaid Fraud Act and Fraud Against Taxpayers Act. The allegations made are similar to those made in the product liability lawsuits. We intend to vigorously defend ourselves against these claims.
We recognized income of $103 million during fiscal year 2023, primarily related to a reduction of the reserve for the estimated settlement and defense costs for these matters due to the execution of the settlements noted above. At September 30, 2023, we had a total of $304 million accrued for losses and legal defense costs, related to the IVC filter product liability lawsuits in our condensed consolidated balance sheets.
Shareholder Securities Litigation
In August 2019, the Louisiana Sheriffs' Pension & Relief Fund filed a purported class action complaint against Cardinal Health and certain current and former officers and employees in the United States District Court for the Southern District of Ohio purportedly on behalf of all purchasers of our common shares between March 2015 and May 2018. In June 2020, the court appointed 1199 SEIU Health Care Employees Pension Fund as lead plaintiff and a consolidated amended complaint was filed in September 2020. The amended complaint alleged that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act") by making misrepresentations and omissions related to the acquisition and integration of the Cordis business
and inventory and supply chain problems within the Cordis business and sought to recover unspecified damages and equitable relief for the alleged misstatements and omissions. The complaint also alleged that one of the individual defendants violated Section 20A of the Exchange Act because he sold shares of Cardinal Health stock during the time period. In February 2023, we reached an agreement in principle with the plaintiff to settle this matter for $109 million, with the settlement amount to be fully funded by our insurance carriers, subject to final approval by the court. In September 2023, the court entered an order granting final approval and dismissed the case. In fiscal year 2023, we had received approximately $9 million in insurance recoveries for costs incurred in connection with this matter.
Other Civil Litigation
Generic Pharmaceutical Pricing Antitrust Litigation
In December 2019, pharmaceutical distributors including us were added as defendants in a civil class action lawsuit filed by indirect purchasers of generic drugs, such as hospitals and retail pharmacies. The indirect purchaser case is part of a multidistrict litigation consisting of multiple individual class action matters consolidated in the Eastern District of Pennsylvania. The indirect purchaser plaintiffs allege that pharmaceutical distributors encouraged manufacturers to increase prices, provided anti-competitive pricing information to manufacturers and improperly engaged in customer allocation. In May 2020, the court granted our motion to dismiss. In July 2022, the indirect purchasers filed an amended complaint and in August 2022, we filed a motion to dismiss the amended complaint. We are vigorously defending ourselves in this matter.
Antitrust Litigation Proceeds
We received and recognized income resulting from settlements of lawsuits in which we were a class member or plaintiff of $41 million, which were recognized in litigation (recoveries)/charges, net, during the three months ended September 30, 2023.
v3.23.3
Income Taxes
3 Months Ended
Sep. 30, 2023
Income Tax Disclosure [Abstract]  
Income Tax Disclosure
7. Income Taxes
Fluctuations in our benefit from income taxes as a percentage of our pre-tax earnings/(loss) (“effective tax rate”) are due to changes in international and U.S. state effective tax rates resulting from our business mix and discrete items.
Effective Tax Rate
During the three months ended September 30, 2023 and 2022, the effective tax rate was 122.5 percent and (0.7) percent, respectively. These tax rates reflect the impact of the tax effects of goodwill impairment charges recognized during the three months ended September 30, 2023 and 2022.
Tax Effects of Goodwill Impairment Charge
During the three months ended September 30, 2023, we recognized a $581 million pre-tax charge for goodwill impairment related to the Medical Unit. The net tax benefit related to this charge is $45 million for fiscal 2024.
Unless an item is considered discrete because it is unusual or infrequent, the tax impact of the item is included in our estimated annual effective tax rate. When items are recognized through our estimated annual effective tax rate, we apply our estimated annual effective tax rate to the earnings/(loss) before income taxes for the year-to-date period to compute our impact from income taxes for the current quarter and year-to-date period. The tax impacts of discrete items are recognized in their entirety in the period in which they occur.
The tax effect of the goodwill impairment charge during the three months ended September 30, 2023 was included in our estimated annual effective tax rate because it was not considered unusual or infrequent, given that we recorded goodwill impairments in prior fiscal years. The impact of the non-deductible goodwill increased the estimated annual effective tax rate for fiscal 2024. Applying the higher tax rate to pre-tax loss for three months ended September 30, 2023 resulted in recognizing an incremental interim tax benefit of approximately $99 million, which impacted the benefit from income taxes in the condensed consolidated statements of earnings during the three months ended September 30, 2023 and prepaid expenses and other assets in the condensed consolidated balance sheets at September 30, 2023. This interim tax benefit will reverse in future quarters of fiscal 2024.
Unrecognized Tax Benefits
We had $998 million and $1.0 billion of unrecognized tax benefits at September 30, 2023 and June 30, 2023, respectively. The September 30, 2023 and June 30, 2023 balances include $872 million and $873 million of unrecognized tax benefits, respectively, that if recognized, would have an impact on the effective tax rate.
At September 30, 2023 and June 30, 2023, we had $68 million and $65 million, respectively, accrued for the payment of interest and penalties related to unrecognized tax benefits, which we recognize in the benefit from income taxes in the condensed consolidated statements of earnings. These balances are gross amounts before any tax benefits and are included in deferred income taxes and other liabilities in the condensed consolidated balance sheets.
It is reasonably possible that there could be a change in the amount of unrecognized tax benefits within the next 12 months due to activities of the U.S. Internal Revenue Service ("IRS") or other taxing authorities, possible settlement of audit issues, reassessment of existing unrecognized tax benefits or the expiration of statutes of limitations. We estimate that the range of the possible change in unrecognized tax benefits within the next 12 months is between zero and a net decrease of $51 million, exclusive of penalties and interest.
Other Tax Matters
We file income tax returns in the U.S. federal jurisdiction, various U.S. state and local jurisdictions, and various foreign jurisdictions. With few exceptions, we are subject to audit by taxing authorities for fiscal years 2015 through the current fiscal year.
We are a party to a tax matters agreement with CareFusion Corporation ("CareFusion"), a subsidiary of Becton, Dickinson and
Company. Under the tax matters agreement, CareFusion is obligated to indemnify us for certain tax exposures and transaction taxes prior to our fiscal 2010 spin-off of CareFusion. The indemnification receivable was $84 million and $82 million at September 30, 2023 and June 30, 2023 respectively, and is included in other assets in the condensed consolidated balance sheets.
v3.23.3
Fair Value Measurements
3 Months Ended
Sep. 30, 2023
Fair Value Disclosures [Abstract]  
Fair Value Measurements
8. Fair Value Measurements
Assets and Liabilities Measured on a Recurring Basis
The following tables present the fair values for assets and (liabilities) measured on a recurring basis at:
September 30, 2023
(in millions)Level 1Level 2Level 3Total
Assets:
Cash equivalents$1,378 $ $ $1,378 
Other investments (1)93   93 
Liabilities:
Forward contracts (2) (104) (104)
June 30, 2023
(in millions)Level 1Level 2Level 3Total
Assets:
Cash equivalents$1,253 $— $— $1,253 
Other investments (1)101 — — 101 
Liabilities:
Forward contracts (2)— (73)— (73)
(1)The other investments balance includes investments in mutual funds, which offset fluctuations in deferred compensation liabilities. These mutual funds invest in the equity securities of companies with both large and small market capitalization and high quality fixed income debt securities. The fair value of these investments is determined using quoted market prices.
(2) The fair value of interest rate swaps, foreign currency contracts and net investment hedges is determined based on the present value of expected future cash flows considering the risks involved, including non-performance risk, and using discount rates appropriate for the respective maturities. Observable Level 2 inputs are used to determine the present value of expected future cash flows. The fair value of these derivative contracts, which are subject to master netting arrangements under certain circumstances, is presented on a gross basis in prepaid expenses and other, other assets, other accrued liabilities, and deferred income taxes and other liabilities within the condensed consolidated balance sheets.
Assets Measured on a Nonrecurring Basis
As discussed further in Note 2, on July 10, 2023, we closed the transaction to contribute the Outcomes™ business to TDS, a portfolio company of BlackRock Long Term Private Capital and GTCR, in exchange for a 16 percent equity interest in the combined entity. We accounted for this investment initially at its fair value using Level 3 unobservable inputs under the discounted cash flow method. Accordingly, we recognized a $147 million
equity method investment during the three months ended September 30, 2023.
v3.23.3
Financial Instruments
3 Months Ended
Sep. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Financial Instruments Disclosure
9. Financial Instruments
We utilize derivative financial instruments to manage exposure to certain risks related to our ongoing operations. The primary risks managed through the use of derivative instruments include interest rate risk, currency exchange risk and commodity price risk. We do not use derivative instruments for trading or speculative purposes. While the majority of our derivative instruments are designated as hedging instruments, we also enter into derivative instruments that are designed to hedge a risk, but are not designated as hedging instruments. These derivative instruments are adjusted to current fair value through earnings at the end of each period. We are exposed to counterparty credit risk on all of our derivative instruments. Accordingly, we have established and maintain strict counterparty credit guidelines and only enter into derivative instruments with major financial institutions that are rated investment grade or better. We do not have significant exposure to any one counterparty and we believe the risk of loss is remote. Additionally, we do not require collateral under these agreements.
Interest Rate Risk Management
We are exposed to the impact of interest rate changes. Our objective is to manage the impact of interest rate changes on cash flows and the market value of our borrowings. We utilize a mix of debt maturities on our fixed-rate debt to manage changes in interest rates. In addition, we enter into interest rate swaps to further manage our exposure to interest rate variations related to our borrowings and to lower our overall borrowing costs.
Currency Exchange Risk Management
We conduct business in several major international currencies and are subject to risks associated with changing foreign exchange rates. Our objective is to reduce earnings and cash flow volatility associated with foreign exchange rate changes to allow management to focus its attention on business operations. Accordingly, we enter into various contracts that change in value as foreign exchange rates change to protect the value of existing foreign currency assets and liabilities, commitments and anticipated foreign currency revenue and expenses.
Commodity Price Risk Management
We are exposed to changes in the price of certain commodities. Our objective is to reduce earnings and cash flow volatility associated with forecasted purchases of these commodities to allow management to focus its attention on business operations. Accordingly, we enter into derivative contracts when possible to manage the price risk associated with certain forecasted purchases.
Fair Value Hedges
We enter into pay-floating interest rate swaps to hedge the changes in the fair value of fixed-rate debt resulting from fluctuations in interest rates. These contracts are designated and qualify as fair value hedges. Accordingly, the gain or loss recorded
on the pay-floating interest rate swaps is directly offset by the change in fair value of the underlying debt. Both the derivative instrument and the underlying debt are adjusted to market value at the end of each period with any resulting gain or loss recorded in interest expense, net in the condensed consolidated statements of earnings. For the three months ended September 30, 2023 and 2022, there were no gains or losses recorded to interest expense as changes in the market value of our derivative instruments offset changes in the market value of the underlying debt.
During the three months ended September 30, 2023 and 2022, we entered into pay-floating interest rate swaps with total notional amounts of $100 million and $200 million, respectively. These swaps were designated as fair value hedges of our fixed rate debt and are included in deferred income taxes and other liabilities in our condensed consolidated balance sheets.
Cash Flow Hedges
We enter into derivative instruments to hedge our exposure to changes in cash flows attributable to interest rate, foreign currency and commodity price fluctuations associated with certain forecasted transactions. These derivative instruments are designated and qualify as cash flow hedges. Accordingly, the gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive loss and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period during which the hedged transaction affects earnings.
Pre-tax gains recognized in other comprehensive income/(loss) were immaterial and $4 million for the three months ended September 30, 2023 and 2022, respectively. Gains recognized in accumulated other comprehensive loss and reclassified into earnings were immaterial for the three months ended September 30, 2023 and 2022. All gains and losses currently included within accumulated other comprehensive loss associated with our cash flow hedges to be reclassified into net earnings within the next 12 months are immaterial.
Net Investment Hedges
We hedge the foreign currency risk associated with certain net investment positions in foreign subsidiaries. To accomplish this, we enter into cross-currency swaps that are designated as hedges of net investments.
During the three months ended September 30, 2023, we entered into ¥18 billion ($120 million) cross-currency swaps maturing in September 2025 and ¥18 billion ($120 million) cross-currency swaps maturing in June 2027.
During the three months ended September 30, 2023, we terminated the ¥38 billion ($300 million) cross-currency swaps entered into in January 2023 and received a net settlement in cash of $28 million, recorded in proceeds from net investment hedge terminations in our condensed consolidated statements of cash flows.
Cross-currency swaps designated as net investment hedges are marked to market using the current spot exchange rate as of the
end of the period, with gains and losses included in the foreign currency translation component of accumulated other comprehensive loss until the sale or substantial liquidation of the underlying net investments. To the extent the cross-currency swaps designated as net investment hedges are not highly effective, changes in carrying value attributable to the change in spot rates are recorded in earnings.
Pre-tax gains from net investment hedges recorded in the foreign currency translation component of accumulated other comprehensive loss were $11 million and $22 million for the three months ended September 30, 2023 and 2022, respectively. Gains recognized in interest expense, net in the condensed consolidated statements of earnings for the portion of the net investment hedges excluded from the assessment of hedge effectiveness were $3 million and $4 million during the three months ended September 30, 2023 and 2022, respectively.
Economic (Non-Designated) Hedges
We enter into foreign currency contracts to manage our foreign exchange exposure related to sales transactions, intercompany financing transactions and other balance sheet items subject to revaluation that do not meet the requirements for hedge accounting treatment. Accordingly, these derivative instruments are adjusted to current market value at the end of each period through earnings. The gain or loss recorded on these instruments is substantially offset by the remeasurement adjustment on the foreign currency denominated asset or liability. The settlement of the derivative instrument and the remeasurement adjustment on the foreign currency denominated asset or liability are both recorded in other (income)/expense, net. We recorded an immaterial gain and a $6 million loss during the three months ended September 30, 2023 and 2022, respectively. The principal currencies managed through foreign currency contracts are the Chinese renminbi, Canadian dollar, Indian rupee, Euro and Thai baht.
Fair Value of Financial Instruments
The carrying amounts of cash and equivalents, trade receivables, accounts payable, and other accrued liabilities at September 30, 2023 and June 30, 2023 approximate fair value due to their short-term maturities.
The following table summarizes the estimated fair value of our long-term obligations and other short-term borrowings compared to the respective carrying amounts at:
(in millions)September 30, 2023June 30, 2023
Estimated fair value$4,270 $4,417 
Carrying amount4,678 4,701 
The fair value of our long-term obligations and other short-term borrowings is estimated based on either the quoted market prices for the same or similar issues or other inputs derived from available market information, which represents a Level 2 measurement.
v3.23.3
Shareholders' Equity
3 Months Ended
Sep. 30, 2023
Equity [Abstract]  
Shareholders' Equity
10. Shareholders' Deficit
During the three months ended September 30, 2023, we entered into an accelerated share repurchase ("ASR") program to repurchase common shares for an aggregate purchase price of $500 million. We received an initial delivery of 4.4 million common shares using a reference price of $90.57. The program concluded on October 31, 2023 at a volume weighted average price per common share of $88.22 resulting in a final delivery of 1.3 million common shares.
During June of fiscal year 2023, we entered into an ASR program to repurchase common shares for an aggregate purchase of $500 million. We received an initial delivery of 4.6 million common shares using a reference price of $87.18. The program concluded on August 16, 2023 at a volume weighted average price per common share of $91.15 resulting in a final delivery of 0.9 million common shares.
During the three months ended September 30, 2022, we entered into an ASR program to repurchase common shares for an aggregate purchase price of $1.0 billion. We received an initial delivery of 12.0 million common shares using a reference price of $66.74. The program concluded on December 23, 2022 at a volume weighted average price per common share of $73.36 resulting in a final delivery of 1.6 million common shares.
We funded the repurchases with available cash. The common shares repurchased are held in treasury to be used for general corporate purposes.
Accumulated Other Comprehensive Loss
The following tables summarize the changes in the balance of accumulated other comprehensive loss by component and in total:
(in millions)Foreign
Currency
Translation
Adjustments
Unrealized
Gain/(Loss) on
Derivatives,
net of tax
Accumulated Other
Comprehensive
Loss
Balance at June 30, 2023$(137)$(14)$(151)
Other comprehensive loss, before reclassifications(11)(1)(12)
Amounts reclassified to earnings— (2)(2)
Total other comprehensive loss attributable to Cardinal Health, Inc., net of tax expense of $3 million
(11)(3)(14)
Balance at September 30, 2023$(148)$(17)$(165)
(in millions)Foreign
Currency
Translation
Adjustments
Unrealized
Gain/(Loss) on
Derivatives,
net of tax
Accumulated Other
Comprehensive
Loss
Balance at June 30, 2022$(102)$(12)$(114)
Other comprehensive loss, before reclassifications(58)(2)(60)
Amounts reclassified to earnings— (2)(2)
Total other comprehensive loss attributable to Cardinal Health, Inc., net of tax expense of $7 million
(58)(4)(62)
Balance at September 30, 2022$(160)$(16)$(176)
v3.23.3
Earnings Per Share Attributable to Cardinal Health, Inc.
3 Months Ended
Sep. 30, 2023
Earnings Per Share [Abstract]  
Earnings Per Share Attributable to Cardinal Health, Inc.
11. Earnings Per Share Attributable to Cardinal Health, Inc.
The following table reconciles the number of common shares used to compute basic and diluted earnings per share attributable to Cardinal Health, Inc.:
Three Months Ended September 30,
(in millions)20232022
Weighted-average common shares–basic249 271 
Effect of dilutive securities:
Employee stock options, restricted share units, and performance share units1 
Weighted-average common shares–diluted250 273 
The potentially dilutive employee stock options, restricted share units and performance share units that were anti-dilutive for the three months ended September 30, 2023 and 2022 were 1 million and 4 million, respectively.
v3.23.3
Segment Information
3 Months Ended
Sep. 30, 2023
Segment Reporting [Abstract]  
Segment Information
12. Segment Information
Our operations are principally managed on a products and services basis and are comprised of two operating segments, which are the same as our reportable segments: Pharmaceutical and Medical. The factors for determining the reportable segments include the manner in which management evaluates performance for purposes of allocating resources and assessing performance combined with the nature of the individual business activities.
Our Pharmaceutical segment distributes branded and generic pharmaceutical, specialty pharmaceutical and over-the-counter healthcare and consumer products in the United States. This segment also provides services to pharmaceutical manufacturers and healthcare providers for specialty pharmaceutical products; provides pharmacy management services to hospitals and operates a limited number of pharmacies, including pharmacies in community health centers; operates nuclear pharmacies and radiopharmaceutical manufacturing facilities; and repackages generic pharmaceuticals and over-the-counter healthcare products.
Our Medical segment manufactures, sources and distributes Cardinal Health branded medical, surgical and laboratory products, which are sold in the United States, Canada, Europe, Asia and other markets. In addition to distributing Cardinal Health branded products, this segment also distributes a broad range of medical, surgical and laboratory products known as national brand products and provides supply chain services and solutions to hospitals, ambulatory surgery centers, clinical laboratories and other healthcare providers in the United States and Canada. This segment also distributes medical products to patients' homes in the United States through our Cardinal Health at-Home Solutions division.
Revenue
The following table presents revenue for each reportable segment, disaggregated revenue within our two reportable segments and Corporate:
Three Months Ended September 30,
(in millions)20232022
Pharmaceutical and Specialty Pharmaceutical Distribution and Services (1)
$50,682 $45,547 
Nuclear and Precision Health Solutions
324 281 
Pharmaceutical segment revenue
51,006 45,828 
Medical Products and Distribution (2)
3,076 3,140 
Cardinal Health at-Home Solutions684 638 
Medical segment revenue
3,760 3,778 
  Total segment revenue54,766 49,606 
Corporate (3)
(3)(3)
Total revenue$54,763 $49,603 
(1)Comprised of all Pharmaceutical segment businesses except for Nuclear and Precision Health Solutions division.
(2)Comprised of all Medical segment businesses except for Cardinal Health at-Home Solutions division.
(3)Corporate revenue consists of the elimination of inter-segment revenue and other revenue not allocated to the segments.
The following table presents revenue by geographic area:
Three Months Ended September 30,
(in millions)20232022
United States$53,557 $48,477 
International1,209 1,129 
  Total segment revenue54,766 49,606 
Corporate (1)(3)(3)
Total revenue$54,763 $49,603 
(1)Corporate revenue consists of the elimination of inter-segment revenue and other revenue not allocated to the segments.
Segment Profit
We evaluate segment performance based on segment profit, among other measures. Segment profit is segment revenue, less segment cost of products sold, less segment distribution, selling, general and administrative ("SG&A") expenses. Segment SG&A expenses include share-based compensation expense as well as allocated corporate expenses for shared functions, including corporate management, corporate finance, financial and customer care shared services, human resources, information technology, and legal and compliance, including certain litigation defense costs. Corporate expenses are allocated to the segments based on headcount, level of benefit provided and other ratable allocation methodologies. The results attributable to noncontrolling interests are recorded within segment profit.
We do not allocate the following items to our segments:
last-in first-out, or ("LIFO"), inventory charges/(credits);
surgical gown recall costs/(income);
state opioid assessment related to prior fiscal years; in connection with the New York Opioid Stewardship Act as discussed further in Note 6;
shareholder cooperation agreement costs;
restructuring and employee severance;
amortization and other acquisition-related costs;
impairments and (gain)/loss on disposal of assets, net; in connection with goodwill impairment testing for the Medical Unit as discussed further in Note 4, we recognized pre-tax goodwill impairment charges of $581 million and $154 million during the three months ended September 2023 and 2022, respectively;
litigation (recoveries)/charges, net;
other (income)/expense, net;
interest expense, net;
loss on early extinguishment of debt;
(gain)/loss on sale of equity interest in naviHealth; or
provision for/(benefit from) income taxes
In addition, certain investment spending, certain portions of enterprise-wide incentive compensation and other spending are not allocated to the segments. Investment spending generally includes the first-year spend for certain projects that require incremental investments in the form of additional operating expenses. Because approval for these projects is dependent on executive management, we retain these expenses at Corporate. Investment spending within Corporate was $6 million for both the three months ended September 30, 2023 and 2022.
The following table presents segment profit by reportable segment and Corporate:
Three Months Ended September 30,
(in millions)20232022
Pharmaceutical$507 $431 
Medical71 (8)
Total segment profit578 423 
Corporate(592)(286)
Total operating earnings/(loss)
$(14)$137 
The following table presents total assets for each reportable segment and Corporate at:
(in millions)September 30, 2023June 30, 2023
Pharmaceutical$28,968 $28,077 
Medical9,425 10,130 
Corporate5,317 5,210 
Total assets$43,710 $43,417 
v3.23.3
Share-Based Compensation
3 Months Ended
Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation
13. Share-Based Compensation
We maintain stock incentive plans (collectively, the “Plans”) for the benefit of certain of our officers, directors and employees.
The following table provides total share-based compensation expense by type of award:
Three Months Ended September 30,
(in millions)20232022
Restricted share unit expense$21 $17 
Performance share unit expense8 
Total share-based compensation
$29 $23 
The total tax benefit related to share-based compensation was $4 million and $3 million for the three months ended September 30, 2023 and 2022, respectively.
Restricted Share Units
Restricted share units granted under the Plans generally vest in equal annual installments over three years. Restricted share units accrue cash dividend equivalents that are payable upon vesting of the awards.
The following table summarizes all transactions related to restricted share units under the Plans:
(in millions, except per share amounts)Restricted Share UnitsWeighted-Average
Grant Date Fair
Value per Share
Nonvested at June 30, 20232.2 $57.37 
Granted0.8 90.40 
Vested(1.0)60.09 
Canceled and forfeited— — 
Nonvested at September 30, 20232.0 $74.06 
At September 30, 2023, the total pre-tax compensation cost, net of estimated forfeitures, related to nonvested restricted share units not yet recognized was $116 million, which is expected to be recognized over a weighted-average period of two years.
Performance Share Units
Performance share units vest over a three-year performance period based on achievement of specific performance goals. Based on the extent to which the targets are achieved, vested shares may range from zero to 234 percent of the target award amount for both the fiscal 2022 and 2023 grants and zero to 240 percent of the target award for the fiscal 2024 grant. Performance
share units accrue cash dividend equivalents that are payable upon vesting of the awards.
The following table summarizes all transactions related to performance share units under the Plans (based on target award amounts):
(in millions, except per share amounts)Performance
Share Units
Weighted-Average
Grant Date Fair
Value per Share
Nonvested at June 30, 20231.2 $82.17 
Granted0.5 94.66 
Vested(0.4)62.26 
Canceled and forfeited— — 
Nonvested at September 30, 20231.3 $96.38 
At September 30, 2023, the total pre-tax compensation cost, net of estimated forfeitures, related to nonvested performance share units not yet recognized was $64 million, which is expected to be recognized over a weighted-average period of two years if the performance goals are achieved.
v3.23.3
Pay vs Performance Disclosure - USD ($)
$ in Millions
3 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Pay vs Performance Disclosure    
Net earnings $ 5 $ 110
v3.23.3
Insider Trading Arrangements
3 Months Ended
Sep. 30, 2023
shares
Trading Arrangements, by Individual  
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Deborah L. Weitzman [Member]  
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement During the three months ended September 30, 2023, Deborah L. Weitzman, Chief Executive Officer, Pharmaceutical Segment, adopted a Rule 10b5-1 sales plan. Adopted on August 28, 2023, Ms. Weitzman's plan provides for the sale of up to 9,000 common shares and the exercise of vested stock options and the associated sale of up to 27,642 common shares through November 15, 2024. The plan was adopted during an open trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and our policies regarding insider transactions.
Name Deborah L. Weitzman
Title Chief Executive Officer, Pharmaceutical Segment
Rule 10b5-1 Arrangement Adopted true
Adoption Date August 28, 2023
Arrangement Duration 445 days
Deborah L. Weitzman Trading Arrangement, Common Stock [Member] | Deborah L. Weitzman [Member]  
Trading Arrangements, by Individual  
Aggregate Available 9,000
Deborah L. Weitzman Trading Arrangement, Stock Options [Member] | Deborah L. Weitzman [Member]  
Trading Arrangements, by Individual  
Aggregate Available 27,642
v3.23.3
Basis of Presentation and Summary of Significant Accounting Policies (Policies)
3 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
Our condensed consolidated financial statements include the accounts of all majority-owned or consolidated subsidiaries, and all significant intercompany transactions and amounts have been eliminated. The results of businesses acquired or disposed of are included in the condensed consolidated financial statements from the date of the acquisition or up to the date of disposal, respectively.
References to "we," "our," and similar pronouns in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (this "Form 10-Q") are to Cardinal Health, Inc. and its majority-owned or consolidated subsidiaries unless the context requires otherwise.
Our fiscal year ends on June 30. References to fiscal 2024 and 2023 in these condensed consolidated financial statements are to the fiscal years ending or ended June 30, 2024 and June 30, 2023, respectively.
Our condensed consolidated financial statements have been prepared in accordance with the U.S. Securities and Exchange Commission ("SEC") instructions to Quarterly Reports on Form 10-Q and include the information and disclosures required by accounting principles generally accepted in the United States ("GAAP") for interim financial reporting. The preparation of financial statements in conformity with GAAP requires us to make estimates, judgments and assumptions that affect amounts reported in the condensed consolidated financial statements and accompanying notes. Actual amounts may differ from these estimated amounts.
In our opinion, all adjustments necessary for a fair presentation of the condensed consolidated financial statements have been included. Except as disclosed elsewhere in this Form 10-Q, all such adjustments are of a normal and recurring nature. In addition, financial results presented for this fiscal 2024 interim period are not necessarily indicative of the results that may be expected for the full fiscal year ending June 30, 2024. These condensed consolidated financial statements are unaudited and, accordingly, should be read in conjunction with the audited consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (the "2023 Form 10-K").
Recent Financial Accounting Standards
Recently Issued Financial Accounting Standards Not Yet Adopted
We assess the adoption impacts of recently issued accounting standards by the Financial Accounting Standards Board ("FASB") on our condensed consolidated financial statements as well as
material updates to previous assessments, if any, from our fiscal 2023 Form 10-K. There were no accounting standards issued in fiscal 2024 that will have a material impact on our condensed consolidated financial statements.
Recently Adopted Financial Accounting Standards
There were no new material accounting standards adopted in the three months ended September 30, 2023.
v3.23.3
Restructuring and Employee Severance (Tables)
3 Months Ended
Sep. 30, 2023
Restructuring Charges [Abstract]  
Summary of Restructuring and Employee Severance
The following table summarizes restructuring and employee severance costs:
Three Months Ended September 30,
(in millions)20232022
Employee-related costs$7 $19 
Facility exit and other costs18 10 
Total restructuring and employee severance$25 $29 
Schedule of Activity Related to Liabilities Associated with Restructuring and Employee Severance
The following table summarizes activity related to liabilities associated with restructuring and employee severance:
(in millions)Employee-
Related Costs
Facility Exit
and Other Costs
Total
Balance at June 30, 2023$44 $$46 
Additions10 
Payments and other adjustments(15)(2)(17)
Balance at September 30, 2023$35 $4 $39 
v3.23.3
Goodwill and Other Intangible Assets (Tables)
3 Months Ended
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill by Reportable Segment
The following table summarizes the changes in the carrying amount of goodwill by segment and in total:
(in millions)PharmaceuticalMedical (1)Total
Balance at June 30, 2023$2,649 $1,960 $4,609 
Foreign currency translation adjustments and other— (3)(3)
Goodwill impairment— (581)(581)
Balance at September 30, 2023$2,649 $1,376 $4,025 
(1)At September 30, 2023 and June 30, 2023, the Medical segment accumulated goodwill impairment loss was $5.3 billion and $4.7 billion, respectively.
Schedule of Definite and Indefinite-Lived Intangible Assets
The following tables summarize other intangible assets by class at:
September 30, 2023
(in millions)Gross
Intangible
Accumulated
Amortization
Net
Intangible
Weighted- Average Remaining Amortization Period (Years)
Indefinite-life intangibles:
Trademarks and patents$12 $ $12 N/A
Total indefinite-life intangibles12  12 N/A
Definite-life intangibles:
Customer relationships3,164 2,307 857 9
Trademarks, trade names and patents546 387 159 8
Developed technology and other1,021 642 379 8
Total definite-life intangibles4,731 3,336 1,395 9
Total other intangible assets$4,743 $3,336 $1,407 N/A
June 30, 2023
(in millions)Gross
Intangible
Accumulated
Amortization
Net
Intangible
Indefinite-life intangibles:
Trademarks and patents$11 $— $11 
Total indefinite-life intangibles11 — 11 
Definite-life intangibles:
Customer relationships3,174 2,274 900 
Trademarks, trade names and patents546 380 166 
Developed technology and other1,021 626 395 
Total definite-life intangibles4,741 3,280 1,461 
Total other intangible assets$4,752 $3,280 $1,472 
v3.23.3
Fair Value Measurements (Tables)
3 Months Ended
Sep. 30, 2023
Fair Value Disclosures [Abstract]  
Fair Value, Assets and Liabilities Measured on Recurring Basis
The following tables present the fair values for assets and (liabilities) measured on a recurring basis at:
September 30, 2023
(in millions)Level 1Level 2Level 3Total
Assets:
Cash equivalents$1,378 $ $ $1,378 
Other investments (1)93   93 
Liabilities:
Forward contracts (2) (104) (104)
June 30, 2023
(in millions)Level 1Level 2Level 3Total
Assets:
Cash equivalents$1,253 $— $— $1,253 
Other investments (1)101 — — 101 
Liabilities:
Forward contracts (2)— (73)— (73)
(1)The other investments balance includes investments in mutual funds, which offset fluctuations in deferred compensation liabilities. These mutual funds invest in the equity securities of companies with both large and small market capitalization and high quality fixed income debt securities. The fair value of these investments is determined using quoted market prices.
(2) The fair value of interest rate swaps, foreign currency contracts and net investment hedges is determined based on the present value of expected future cash flows considering the risks involved, including non-performance risk, and using discount rates appropriate for the respective maturities. Observable Level 2 inputs are used to determine the present value of expected future cash flows. The fair value of these derivative contracts, which are subject to master netting arrangements under certain circumstances, is presented on a gross basis in prepaid expenses and other, other assets, other accrued liabilities, and deferred income taxes and other liabilities within the condensed consolidated balance sheets.
v3.23.3
Financial Instruments (Tables)
3 Months Ended
Sep. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Estimated Fair Value of Long-term Obligations and Other Short-term Borrowings Compared to the Respective Carrying Amount
The following table summarizes the estimated fair value of our long-term obligations and other short-term borrowings compared to the respective carrying amounts at:
(in millions)September 30, 2023June 30, 2023
Estimated fair value$4,270 $4,417 
Carrying amount4,678 4,701 
v3.23.3
Shareholders' Equity (Tables)
3 Months Ended
Sep. 30, 2023
Equity [Abstract]  
Schedule of Changes in the Balance of Accumulated Other Comprehensive Loss by Component and in Total
Accumulated Other Comprehensive Loss
The following tables summarize the changes in the balance of accumulated other comprehensive loss by component and in total:
(in millions)Foreign
Currency
Translation
Adjustments
Unrealized
Gain/(Loss) on
Derivatives,
net of tax
Accumulated Other
Comprehensive
Loss
Balance at June 30, 2023$(137)$(14)$(151)
Other comprehensive loss, before reclassifications(11)(1)(12)
Amounts reclassified to earnings— (2)(2)
Total other comprehensive loss attributable to Cardinal Health, Inc., net of tax expense of $3 million
(11)(3)(14)
Balance at September 30, 2023$(148)$(17)$(165)
(in millions)Foreign
Currency
Translation
Adjustments
Unrealized
Gain/(Loss) on
Derivatives,
net of tax
Accumulated Other
Comprehensive
Loss
Balance at June 30, 2022$(102)$(12)$(114)
Other comprehensive loss, before reclassifications(58)(2)(60)
Amounts reclassified to earnings— (2)(2)
Total other comprehensive loss attributable to Cardinal Health, Inc., net of tax expense of $7 million
(58)(4)(62)
Balance at September 30, 2022$(160)$(16)$(176)
v3.23.3
Earnings Per Share Attributable to Cardinal Health, Inc. (Tables)
3 Months Ended
Sep. 30, 2023
Earnings Per Share [Abstract]  
Reconciliation of Common Shares Used to Compute Basic and Diluted Earnings Per Share
The following table reconciles the number of common shares used to compute basic and diluted earnings per share attributable to Cardinal Health, Inc.:
Three Months Ended September 30,
(in millions)20232022
Weighted-average common shares–basic249 271 
Effect of dilutive securities:
Employee stock options, restricted share units, and performance share units1 
Weighted-average common shares–diluted250 273 
v3.23.3
Segment Information (Tables)
3 Months Ended
Sep. 30, 2023
Segment Reporting, Revenue Reconciling Item [Line Items]  
Revenue from External Customers by Geographic Areas [Table Text Block]
The following table presents revenue by geographic area:
Three Months Ended September 30,
(in millions)20232022
United States$53,557 $48,477 
International1,209 1,129 
  Total segment revenue54,766 49,606 
Corporate (1)(3)(3)
Total revenue$54,763 $49,603 
(1)Corporate revenue consists of the elimination of inter-segment revenue and other revenue not allocated to the segments.
Schedule of Segment Reporting Information, by Segment [Table Text Block]
Revenue
The following table presents revenue for each reportable segment, disaggregated revenue within our two reportable segments and Corporate:
Three Months Ended September 30,
(in millions)20232022
Pharmaceutical and Specialty Pharmaceutical Distribution and Services (1)
$50,682 $45,547 
Nuclear and Precision Health Solutions
324 281 
Pharmaceutical segment revenue
51,006 45,828 
Medical Products and Distribution (2)
3,076 3,140 
Cardinal Health at-Home Solutions684 638 
Medical segment revenue
3,760 3,778 
  Total segment revenue54,766 49,606 
Corporate (3)
(3)(3)
Total revenue$54,763 $49,603 
(1)Comprised of all Pharmaceutical segment businesses except for Nuclear and Precision Health Solutions division.
(2)Comprised of all Medical segment businesses except for Cardinal Health at-Home Solutions division.
(3)Corporate revenue consists of the elimination of inter-segment revenue and other revenue not allocated to the segments.
Segment Profit by Reportable Segment
The following table presents segment profit by reportable segment and Corporate:
Three Months Ended September 30,
(in millions)20232022
Pharmaceutical$507 $431 
Medical71 (8)
Total segment profit578 423 
Corporate(592)(286)
Total operating earnings/(loss)
$(14)$137 
Assets by Reportable Segment
The following table presents total assets for each reportable segment and Corporate at:
(in millions)September 30, 2023June 30, 2023
Pharmaceutical$28,968 $28,077 
Medical9,425 10,130 
Corporate5,317 5,210 
Total assets$43,710 $43,417 
v3.23.3
Share-Based Compensation (Tables)
3 Months Ended
Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]  
Schedule of Total Share-based Compensation Expense by Type of Award
The following table provides total share-based compensation expense by type of award:
Three Months Ended September 30,
(in millions)20232022
Restricted share unit expense$21 $17 
Performance share unit expense8 
Total share-based compensation
$29 $23 
Schedule of Transactions Related to Restricted Share Units Under the Plans
The following table summarizes all transactions related to restricted share units under the Plans:
(in millions, except per share amounts)Restricted Share UnitsWeighted-Average
Grant Date Fair
Value per Share
Nonvested at June 30, 20232.2 $57.37 
Granted0.8 90.40 
Vested(1.0)60.09 
Canceled and forfeited— — 
Nonvested at September 30, 20232.0 $74.06 
Schedule of Transactions Related to Performance Share Units Under the Plans
The following table summarizes all transactions related to performance share units under the Plans (based on target award amounts):
(in millions, except per share amounts)Performance
Share Units
Weighted-Average
Grant Date Fair
Value per Share
Nonvested at June 30, 20231.2 $82.17 
Granted0.5 94.66 
Vested(0.4)62.26 
Canceled and forfeited— — 
Nonvested at September 30, 20231.3 $96.38 
v3.23.3
Divestitures (Details)
$ in Millions
3 Months Ended
Sep. 30, 2023
USD ($)
Long Lived Assets Held-for-sale [Line Items]  
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration] Gain (Loss) on Sale of Assets and Asset Impairment Charges
Transaction Data System Investment [Member]  
Long Lived Assets Held-for-sale [Line Items]  
Equity Method Investments, Fair Value Disclosure $ 147
Outcomes Divestiture  
Long Lived Assets Held-for-sale [Line Items]  
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal $ 53
v3.23.3
Restructuring and Employee Severance (Activity Related to Restructuring and Employee Severance Costs) (Details) - USD ($)
$ in Millions
3 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Restructuring Charges [Abstract]    
Employee-related costs $ 7 $ 19
Facility Exit and Other Costs 18 10
Total restructuring and employee severance $ 25 $ 29
v3.23.3
Restructuring and Employee Severance (Liabilities Associated with Restructuring and Employee Severance Activities) (Details)
$ in Millions
3 Months Ended
Sep. 30, 2023
USD ($)
Restructuring Reserve [Roll Forward]  
Beginning Balance $ 46
Additions 10
Payments and other adjustments (17)
Ending Balance 39
Employee- Related Costs  
Restructuring Reserve [Roll Forward]  
Beginning Balance 44
Additions 6
Payments and other adjustments (15)
Ending Balance 35
Facility Exit and Other Costs  
Restructuring Reserve [Roll Forward]  
Beginning Balance 2
Additions 4
Payments and other adjustments (2)
Ending Balance $ 4
v3.23.3
Restructuring and Employee Severance Narrative (Details) - USD ($)
$ in Millions
3 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Restructuring Cost and Reserve [Line Items]    
Severance Costs $ 7 $ 19
Facility Exit and Other Costs $ 18 $ 10
v3.23.3
Goodwill and Other Intangible Assets (Schedule of Goodwill by Reportable Segment) (Details) - USD ($)
$ in Millions
3 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Jun. 30, 2023
Goodwill [Roll Forward]      
Beginning balance $ 4,609    
Foreign currency translation adjustments and other (3)    
Goodwill impairment 581    
Ending balance 4,025    
Pharmaceutical      
Goodwill [Roll Forward]      
Beginning balance 2,649    
Foreign currency translation adjustments and other 0    
Goodwill impairment 0    
Ending balance 2,649    
Medical      
Goodwill [Roll Forward]      
Beginning balance 1,960    
Foreign currency translation adjustments and other (3)    
Goodwill impairment 581 $ 154  
Ending balance 1,376    
Goodwill, Impaired, Accumulated Impairment Loss $ 5,300   $ 4,700
v3.23.3
Goodwill and Other Intangible Assets (Schedule of Intangible Assets) (Details) - USD ($)
$ in Millions
Sep. 30, 2023
Jun. 30, 2023
Indefinite-lived Intangible Assets [Line Items]    
Net Intangible $ 12 $ 11
Finite-Lived Intangible Assets [Line Items]    
Gross Intangible 4,731 4,741
Accumulated Amortization 3,336 3,280
Net Intangible $ 1,395 1,461
Weighted- Average Remaining Amortization Period (Years) 9 years  
Gross Intangible, Total other intangible assets $ 4,743 4,752
Net Intangible, Total other intangible assets 1,407 1,472
Trademarks and patents    
Indefinite-lived Intangible Assets [Line Items]    
Net Intangible 12 11
Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Gross Intangible 3,164 3,174
Accumulated Amortization 2,307 2,274
Net Intangible $ 857 900
Weighted- Average Remaining Amortization Period (Years) 9 years  
Trademarks, trade names and patents    
Finite-Lived Intangible Assets [Line Items]    
Gross Intangible $ 546 546
Accumulated Amortization 387 380
Net Intangible $ 159 166
Weighted- Average Remaining Amortization Period (Years) 8 years  
Developed technology and other    
Finite-Lived Intangible Assets [Line Items]    
Gross Intangible $ 1,021 1,021
Accumulated Amortization 642 626
Net Intangible $ 379 $ 395
Weighted- Average Remaining Amortization Period (Years) 8 years  
v3.23.3
Goodwill and Other Intangible Assets Narrative (Details) - USD ($)
$ in Millions
3 Months Ended
Sep. 30, 2023
Jun. 30, 2023
Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]      
Amortization of intangible assets $ 64   $ 71
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year 190    
Finite-Lived Intangible Asset, Expected Amortization, Year One 228    
Finite-Lived Intangible Assets, Amortization Expense, Year Two 205    
Finite-Lived Intangible Assets, Amortization Expense, Year Three 173    
Finite-Lived Intangible Assets, Amortization Expense, Year Four 146    
Goodwill [Line Items]      
Goodwill impairment 581    
Goodwill $ 4,025 $ 4,609  
Medical Unit [Member]      
Goodwill [Line Items]      
Discount Rate, Fair Value Input 11.00% 10.00%  
Terminal Growth Rate, Fair Value Input 2.00%    
Net Assets $ 5,300    
Goodwill $ 141    
Change in Discount Rate, Fair Value Input 1.00%    
Medical      
Goodwill [Line Items]      
Goodwill impairment $ 581   $ 154
Goodwill $ 1,376 $ 1,960  
v3.23.3
Long-Term Obligations and Other Short-Term Borrowings Narrative (Details) - USD ($)
$ in Millions
Sep. 30, 2023
Jun. 30, 2023
Debt Instrument [Line Items]    
Debt, Long-term and Short-term, Combined Amount $ 4,700 $ 4,700
Accounts Payable 31,500 $ 29,800
Commercial Paper [Member]    
Debt Instrument [Line Items]    
Line of Credit Facility, Maximum Borrowing Capacity 2,000  
Revolving Credit Facility [Member]    
Debt Instrument [Line Items]    
Line of Credit Facility, Maximum Borrowing Capacity 2,000  
Short Term Credit Facilities Member    
Debt Instrument [Line Items]    
Other Short-term Borrowings 0  
Short Term Credit Facilities Member | Committed Receivables Sales Facility Program [Member]    
Debt Instrument [Line Items]    
Line of Credit Facility, Maximum Borrowing Capacity $ 1,000  
v3.23.3
Commitments, Contingent Liabilities and Litigation Narrative (Details)
$ in Thousands
3 Months Ended 5 Months Ended 12 Months Ended 27 Months Ended 176 Months Ended
Oct. 31, 2023
lawsuit
plaintiff
Apr. 30, 2023
lawsuit
Sep. 30, 2023
USD ($)
states
numberOfUSTerritories
Mar. 31, 2023
USD ($)
plaintiff
Sep. 30, 2022
USD ($)
Sep. 30, 2023
USD ($)
states
numberOfUSTerritories
Jun. 30, 2023
USD ($)
Oct. 31, 2023
lawsuit
Sep. 30, 2023
USD ($)
states
numberOfUSTerritories
Jun. 30, 2038
USD ($)
Oct. 31, 2022
USD ($)
Jul. 31, 2022
USD ($)
Apr. 30, 2018
USD ($)
Loss Contingencies [Line Items]                          
Gain (Loss) Related to Litigation Settlement     $ 41,000   $ (27,000)                
Income from Settlements of Class Action Lawsuits     $ 41,000                    
Opioid Lawsuits [Member]                          
Loss Contingencies [Line Items]                          
Settling States | states     48     48     48        
Settling U.S Territories | numberOfUSTerritories     5     5     5        
Payments for Legal Settlements                 $ 1,200,000        
Insurance Recoveries             $ 10,000            
Opioid Lawsuits [Member] | Subsequent Event                          
Loss Contingencies [Line Items]                          
Payments for Legal Settlements                   $ 5,200,000      
Product Liability Lawsuits [Member]                          
Loss Contingencies [Line Items]                          
Loss Contingency Accrual, Period Increase (Decrease)             103,000            
Product Liability Lawsuits [Member] | IVC April 2023 Agreement                          
Loss Contingencies [Line Items]                          
Loss Contingency, Estimate of Possible Loss     $ 275,000     $ 275,000     275,000        
Loss Contingency Accrual, Payments           275,000              
New York Opioid Stewardship Act [Member]                          
Loss Contingencies [Line Items]                          
Aggregate Annual Assessment                         $ 100,000
Loss Contingency Accrual, Period Increase (Decrease)             6,000            
Loss Contingency Accrual             3,000            
Shareholder Securities Litigation                          
Loss Contingencies [Line Items]                          
Insurance Recoveries             $ 9,000            
Gain (Loss) Related to Litigation Settlement       $ 109,000                  
CVS Health                          
Loss Contingencies [Line Items]                          
Long-term Purchase Commitment, Period     10 years                    
Product Liability Lawsuits [Member] | Subsequent Event                          
Loss Contingencies [Line Items]                          
Loss Contingency, New Claims Filed, Number | lawsuit 450                        
Alameda County [Member] | Product Liability Lawsuits [Member] | Subsequent Event                          
Loss Contingencies [Line Items]                          
Number of plaintiffs | plaintiff 5,000                        
WEST VIRGINIA | Opioid Lawsuits [Member]                          
Loss Contingencies [Line Items]                          
Loss Contingency, Estimate of Possible Loss                       $ 124,000  
921150 American Indian and Alaska Native Tribal Governments | Opioid Lawsuits [Member]                          
Loss Contingencies [Line Items]                          
Loss Contingency, Estimate of Possible Loss                     $ 136,000    
Total Opioid Litigation [Member]                          
Loss Contingencies [Line Items]                          
litigation settlement liability recorded     $ 5,450,000     5,450,000     5,450,000        
Estimated Litigation Liability, Current     420,000     420,000     420,000        
Private Parties [Member] | Opioid Lawsuits [Member] | Subsequent Event                          
Loss Contingencies [Line Items]                          
Loss Contingency, Lawsuits, Number | lawsuit 394             394          
Private Parties [Member] | GEORGIA | Opioid Lawsuits [Member]                          
Loss Contingencies [Line Items]                          
Number of plaintiffs | plaintiff       21                  
Class Action Lawsuits [Member] | Private Parties [Member] | Opioid Lawsuits [Member] | Subsequent Event                          
Loss Contingencies [Line Items]                          
Loss Contingency, Lawsuits, Number | lawsuit 103             103          
Product Liability Lawsuits [Member] | IVC April 2023 Agreement                          
Loss Contingencies [Line Items]                          
Loss Contingency, Claims Settled, Number | lawsuit   4,375                      
Product Liability Lawsuits [Member] | Subsequent Event | Other Agreements                          
Loss Contingencies [Line Items]                          
Loss Contingency, Claims Settled, Number | lawsuit               2,798          
Product Liability Lawsuits [Member] | Minimum                          
Loss Contingencies [Line Items]                          
Loss Contingency Accrual     $ 304,000     $ 304,000     $ 304,000        
v3.23.3
Income Taxes Narrative (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Jun. 30, 2024
Jun. 30, 2024
Jun. 30, 2023
Income Taxes          
Benefit from income taxes $ (32) $ (1)      
Effective Income Tax Rate Reconciliation, Percent 122.50% (0.70%)      
Unrecognized tax benefits $ 998       $ 1,000
Unrecognized tax benefits that would impact effective tax rate 872       873
Unrecognized tax benefits, interest and penalties accrued 68       65
Goodwill impairment 581        
Medical Unit Goodwill Impairment [Member] | Subsequent Event          
Income Taxes          
Benefit from income taxes     $ 99    
Medical          
Income Taxes          
Goodwill impairment 581 $ 154      
Forecast [Member] | Medical          
Income Taxes          
Benefit from income taxes       $ (45)  
Minimum          
Income Taxes          
Estimated range of decrease in unrecognized tax benefits within the next 12 months 0        
Maximum          
Income Taxes          
Estimated range of decrease in unrecognized tax benefits within the next 12 months $ 51        
Federal | Minimum          
Income Taxes          
Open Tax Year 2015        
CareFusion [Member]          
Income Taxes          
Indemnification receivable $ 84       $ 82
v3.23.3
Fair Value Measurements Narrative (Details) - USD ($)
$ in Millions
Sep. 30, 2023
Jun. 30, 2023
Transaction Data System Investment [Member]    
Assets:    
Equity Method Investments, Fair Value Disclosure $ 147  
Recurring    
Assets:    
Other investments 93 $ 101
Forward Contract (104) (73)
Recurring | Level 1    
Assets:    
Cash equivalents 1,378 1,253
Other investments 93 101
Forward Contract 0 0
Recurring | Level 2    
Assets:    
Cash equivalents 0 0
Other investments 0 0
Forward Contract (104) (73)
Recurring | Level 3    
Assets:    
Cash equivalents 0 0
Other investments 0 0
Forward Contract 0 0
Recurring | Fair Value, Inputs, Level 1, 2 and 3    
Assets:    
Cash equivalents $ 1,378 $ 1,253
Fair Value, Nonrecurring | Transaction Data System Investment [Member]    
Assets:    
Equity Method Investment, Ownership Percentage 16.00%  
Equity Method Investments, Fair Value Disclosure $ 147  
v3.23.3
Financial Instruments Narrative (Details)
¥ in Millions, $ in Millions
3 Months Ended
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Sep. 30, 2023
JPY (¥)
Derivative [Line Items]      
Change in Unrealized Gain (Loss) on Fair Value Hedging Instruments $ 0    
Proceeds from Hedge, Investing Activities 28 $ 0  
January 2023      
Derivative [Line Items]      
Proceeds from Hedge, Investing Activities 28    
Foreign Exchange Contract [Member]      
Derivative [Line Items]      
Other Comprehensive Income (Loss), Net Investment Hedge, Gain (Loss), before Reclassification and Tax 11 22  
Interest Income (Expense), Nonoperating, Net 3 4  
Cash Flow Hedging [Member]      
Derivative [Line Items]      
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax   4  
Designated as Hedging Instrument | Fair Value Hedging | Interest Rate Swap      
Derivative [Line Items]      
Notional Amount 100 200  
Designated as Hedging Instrument | Net Investment Hedging | Currency Swap [Member] | January 2023      
Derivative [Line Items]      
Derivatives, Hedge Discontinuances, Termination of Hedging Instrument, Notional Amount 300   ¥ 38,000
Designated as Hedging Instrument | Net Investment Hedging | Currency Swap [Member] | September 2025      
Derivative [Line Items]      
Derivative Asset, Notional Amount 120   18,000
Designated as Hedging Instrument | Net Investment Hedging | Currency Swap [Member] | June 2027      
Derivative [Line Items]      
Derivative Asset, Notional Amount $ 120   ¥ 18,000
Other Nonoperating Income (Expense) | Not Designated as Hedging Instrument | Foreign Exchange Contract [Member]      
Derivative [Line Items]      
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net   $ 6  
v3.23.3
Financial Instruments (Summary of Estimated Fair Value of Long-term Obligations and Other Short-term Borrowings) (Details) - USD ($)
$ in Millions
Sep. 30, 2023
Jun. 30, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Carrying Amount of Long-Term and other Short-Term Borrowings $ 4,678 $ 4,701
Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Estimated fair value $ 4,270 $ 4,417
v3.23.3
Shareholders' Equity Narrative (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
1 Months Ended 3 Months Ended 4 Months Ended 6 Months Ended
Oct. 31, 2023
Aug. 18, 2023
Dec. 23, 2022
Jun. 30, 2023
Sep. 30, 2023
Aug. 18, 2023
Sep. 30, 2022
Oct. 31, 2023
Dec. 23, 2022
Class of Stock [Line Items]                  
Share repurchase program activity         $ 500   $ 1,000    
$1 billion share repurchase program                  
Class of Stock [Line Items]                  
Share repurchase program activity             $ 1,000    
$500 million share repurchase program                  
Class of Stock [Line Items]                  
Share repurchase program activity       $ 500 $ 500        
Treasury Shares                  
Class of Stock [Line Items]                  
Treasury shares acquired (using cost method), shares         5.0   12.0    
Treasury Shares | $500 million share repurchase program                  
Class of Stock [Line Items]                  
Treasury shares acquired (using cost method), shares   0.9              
Treasury shares acquired, average price per share (in usd per share)       $ 87.18   $ 91.15      
Treasury Shares | $1 billion share repurchase program                  
Class of Stock [Line Items]                  
Treasury shares acquired (using cost method), shares             12.0    
Treasury shares acquired, average price per share (in usd per share)             $ 66.74    
Treasury Shares | $500 million share repurchase program                  
Class of Stock [Line Items]                  
Treasury shares acquired (using cost method), shares     1.6 4.6 4.4        
Treasury shares acquired, average price per share (in usd per share)         $ 90.57       $ 73.36
Subsequent Event | Treasury Shares | $500 million share repurchase program                  
Class of Stock [Line Items]                  
Treasury shares acquired (using cost method), shares 1.3                
Treasury shares acquired, average price per share (in usd per share)               $ 88.22  
v3.23.3
Shareholders' Equity (Changes in the Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($)
$ in Millions
3 Months Ended
Sep. 30, 2023
Sep. 30, 2022
AOCI, Net of Tax [Roll Forward]    
Balance at beginning of period $ (2,851) $ (706)
Total other comprehensive loss, net of tax (14) (62)
Other Comprehensive Income (Loss), Tax 3 7
Balance at end of period (3,490) (1,780)
Foreign Currency Translation Adjustments    
AOCI, Net of Tax [Roll Forward]    
Balance at beginning of period (137) (102)
Other comprehensive loss, before reclassifications (11) (58)
Amounts reclassified to earnings 0 0
Total other comprehensive loss, net of tax (11) (58)
Balance at end of period (148) (160)
Unrealized Gain/(Loss) on Derivatives, net of tax    
AOCI, Net of Tax [Roll Forward]    
Balance at beginning of period (14) (12)
Other comprehensive loss, before reclassifications (1) (2)
Amounts reclassified to earnings (2) (2)
Total other comprehensive loss, net of tax (3) (4)
Balance at end of period (17) (16)
Accumulated Other Comprehensive Loss    
AOCI, Net of Tax [Roll Forward]    
Balance at beginning of period (151) (114)
Total other comprehensive loss, net of tax (14) (62)
Balance at end of period (165) (176)
Accumulated Other Comprehensive Loss    
AOCI, Net of Tax [Roll Forward]    
Balance at beginning of period (151) (114)
Other comprehensive loss, before reclassifications (12) (60)
Amounts reclassified to earnings (2) (2)
Balance at end of period $ (165) $ (176)
v3.23.3
Earnings Per Share Attributable to Cardinal Health, Inc. (Reconciliation of Common Shares Used to Compute Basic and Diluted EPS) (Details) - shares
shares in Millions
3 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Earnings Per Share [Abstract]    
Weighted-average common shares–basic (in shares) 249 271
Effect of dilutive securities:    
Weighted Average Number Diluted Shares Outstanding Adjustment 1 2
Weighted-average common shares–diluted (in shares) 250 273
v3.23.3
Earnings Per Share Attributable to Cardinal Health, Inc. Narrative (Details) - shares
shares in Millions
3 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Earnings Per Share [Abstract]    
Weighted Average Number Diluted Shares Outstanding Adjustment 1 4
v3.23.3
Segment Information Narrative (Details)
$ in Millions
3 Months Ended
Sep. 30, 2023
USD ($)
segment
Sep. 30, 2022
USD ($)
Gain (Loss) Related to Litigation Settlement $ 41 $ (27)
Goodwill impairment $ 581  
Number of operating segments | segment 2  
Number of Reportable Segments | segment 2  
Project Costs On Investment And Other Spending $ 6  
Total Opioid Litigation [Member]    
Estimated Litigation Liability $ 5,450  
v3.23.3
Segment Information (Revenue by Reportable Segment) (Details) - USD ($)
$ in Millions
3 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Segment Reporting Information [Line Items]    
Total revenue $ 54,763 $ 49,603
Operating Segments    
Segment Reporting Information [Line Items]    
Total revenue 54,766 49,606
Operating Segments | Pharmaceutical    
Segment Reporting Information [Line Items]    
Total revenue 51,006 45,828
Operating Segments | Medical    
Segment Reporting Information [Line Items]    
Total revenue 3,760 3,778
Corporate    
Segment Reporting Information [Line Items]    
Total revenue (3) (3)
Nuclear Precision Health Services [Member] | Operating Segments | Pharmaceutical    
Segment Reporting Information [Line Items]    
Total revenue 324 281
Pharmaceutical Distribution and Specialty [Member] | Operating Segments | Pharmaceutical    
Segment Reporting Information [Line Items]    
Total revenue 50,682 45,547
Medical distribution and products [Member] | Operating Segments | Medical    
Segment Reporting Information [Line Items]    
Total revenue 3,076 3,140
Cardinal Health At Home Solutions [Member] | Operating Segments | Medical    
Segment Reporting Information [Line Items]    
Total revenue $ 684 $ 638
v3.23.3
Segment Information (Segment Profit by Reportable Segment) (Details) - USD ($)
$ in Millions
3 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]    
Total operating earnings $ (14) $ 137
Operating Segments    
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]    
Total operating earnings 578 423
Operating Segments | Pharmaceutical    
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]    
Total operating earnings 507 431
Operating Segments | Medical    
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]    
Total operating earnings 71 (8)
Corporate    
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]    
Total operating earnings $ (592) $ (286)
v3.23.3
Segment Information (Assets by Reportable Segment) (Details) - USD ($)
$ in Millions
Sep. 30, 2023
Jun. 30, 2023
Segment Reporting Information [Line Items]    
Total assets $ 43,710 $ 43,417
Operating Segments | Pharmaceutical    
Segment Reporting Information [Line Items]    
Total assets 28,968 28,077
Operating Segments | Medical    
Segment Reporting Information [Line Items]    
Total assets 9,425 10,130
Corporate    
Segment Reporting Information [Line Items]    
Total assets $ 5,317 $ 5,210
v3.23.3
Segment Information Disaggregated Revenue Within Reportable Segments (Details) - USD ($)
$ in Millions
3 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Segment Reporting, Revenue Reconciling Item [Line Items]    
Revenue $ 54,763 $ 49,603
Operating Segments    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Revenue 54,766 49,606
Operating Segments | Pharmaceutical    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Revenue 51,006 45,828
Operating Segments | Pharmaceutical | Nuclear Precision Health Services [Member]    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Revenue 324 281
Operating Segments | Pharmaceutical | Pharmaceutical Distribution and Specialty [Member]    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Revenue 50,682 45,547
Operating Segments | Medical    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Revenue 3,760 3,778
Operating Segments | Medical | Medical distribution and products [Member]    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Revenue 3,076 3,140
Corporate    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Revenue $ (3) $ (3)
v3.23.3
Segment Information Revenue by Geographical Segments (Details) - USD ($)
$ in Millions
3 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Segment Revenue by Geographic [Line Items]    
Revenue $ 54,763 $ 49,603
UNITED STATES    
Segment Revenue by Geographic [Line Items]    
Revenue 53,557 48,477
Non-US [Member]    
Segment Revenue by Geographic [Line Items]    
Revenue 1,209 1,129
Operating Segments    
Segment Revenue by Geographic [Line Items]    
Revenue 54,766 49,606
Corporate    
Segment Revenue by Geographic [Line Items]    
Revenue $ (3) $ (3)
v3.23.3
Share-Based Compensation Narrative (Details)
$ in Millions
3 Months Ended 12 Months Ended
Sep. 30, 2023
USD ($)
Reportable_Segments
Sep. 30, 2022
USD ($)
Jun. 30, 2022
Jun. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Tax benefit related to share-based compensation $ 4 $ 3    
Restricted Share Units        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Award vesting period (in years) 3 years      
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount $ 116      
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition 2 years      
Performance Share Units        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount $ 64      
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition 2 years      
Vesting Period in years for Shares | Reportable_Segments 3      
Performance Share Units | Minimum        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Target performance goal (as a percent)     0.00% 0.00%
Performance Share Units | Maximum        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Target performance goal (as a percent)     234.00% 234.00%
v3.23.3
Share-Based Compensation (Schedule of Total Share-Based Compensation Expense by Type of Award) (Details) - USD ($)
$ in Millions
3 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Total share-based compensation $ 29 $ 23
Restricted Share Unit    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Total share-based compensation 21 17
Performance Share Unit    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Total share-based compensation $ 8 $ 6
v3.23.3
Share-Based Compensation (Schedule of All Transactions Related to Restricted Share Units Under the Plans) (Details) - Restricted Share Units
shares in Millions
3 Months Ended
Sep. 30, 2023
$ / shares
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition 2 years
Restricted Share Units  
Nonvested at beginning of period (in shares) | shares 2.2
Granted (in shares) | shares 0.8
Vested (in shares) | shares (1.0)
Canceled and forfeited (in shares) | shares 0.0
Nonvested at end of period (in shares) | shares 2.0
Weighted-Average Grant Date Fair Value per Share  
Nonvested at beginning of period (in usd per share) | $ / shares $ 57.37
Granted (in usd per share) | $ / shares 90.40
Vested (in usd per share) | $ / shares 60.09
Canceled and forfeited (in usd per share) | $ / shares 0
Nonvested at end of period (in usd per share) | $ / shares $ 74.06
v3.23.3
Share-Based Compensation (Schedule of All Transactions Related to Performance Share Units Under the Plans) (Details) - Performance Share Units
$ / shares in Units, shares in Millions, $ in Millions
3 Months Ended
Sep. 30, 2023
USD ($)
$ / shares
shares
Performance Share Units  
Nonvested at beginning of period (in shares) | shares 1.2
Granted (in shares) | shares 0.5
Vested (in shares) | shares (0.4)
Canceled and forfeited (in shares) | shares 0.0
Nonvested at end of period (in shares) | shares 1.3
Weighted-Average Grant Date Fair Value per Share  
Nonvested at beginning of period (in usd per share) | $ / shares $ 82.17
Granted (in usd per share) | $ / shares 94.66
Vested (in usd per share) | $ / shares 62.26
Canceled and forfeited (in usd per share) | $ / shares 0
Nonvested at end of period (in usd per share) | $ / shares $ 96.38
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ $ 64
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition 2 years

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