McKesson 2005 Annual Report Download - page 224

respective accounts, in accordance with the applicable Pro Rata Shares, the amounts set aside pursuant to the preceding sentence, and (ii) each
Managing Agent shall apply such amounts to reduce the Aggregate Capital and any other Aggregate Unpaids due and payable to the related
Purchaser Group.
Section 2.4 Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in
full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds:
first, ratably to the payment of all accrued and unpaid fees under the Fee Letter and all accrued and unpaid Yield;
second, 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 Seller or one of its Affiliates is not then acting as the Servicer,
third, to the reimbursement of the Collateral Agent’s and each Managing Agent’s costs of collection and enforcement of this
Agreement,
fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage),
fifth, 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 the Seller or one of its Affiliates is acting as the Servicer, such costs and
expenses, including the Servicing Fee, will not be paid until after the payment in full of all other Obligations, and
sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller.
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 Collateral Agent,
the Managing Agents 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extent that, at any time, all or any portion of such payment or application is rescinded by application of law or judicial authority, or must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. Seller shall remain obligated for the amount of any payment or application so rescinded,
returned or refunded, and shall promptly pay to the Collateral Agent (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.
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