McKesson 2005 Annual Report Download - page 225

Section 2.6 Seller Interest. Seller 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%, Seller shall immediately pay to the Managing Agents an
amount to be applied to reduce the Aggregate Capital, such that after giving effect to such payment the aggregate of the Purchaser Interests
equals or is less than 100%.
Section 2.7 Clean Up Call. In addition to Seller’s rights pursuant to Section 1.3, Seller shall have the right (after providing written notice
to the Managing Agents in accordance with the Required Notice Period), at any time following the reduction of the Capital to a level that is
less than 10.0% of the original Purchase Limit, 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 Collateral Agent.
ARTICLE III
FUNDING
Section 3.1 General Funding Provisions. Each Purchaser Interest of the Committed Purchasers shall accrue Yield for each day during its
Tranche Period at either the LIBO Rate or the Base Rate in accordance with the terms and conditions hereof, and each Purchaser Interest of the
Conduit Purchasers shall accrue Yield for each day during its Tranche Period at the CP Rate in accordance with the terms and conditions
hereof; provided, however, that each Purchaser Interest of a Conduit Purchaser which is funded through Pooled Commercial Paper shall accrue
Yield at the applicable CP Rate for each day during each Accrual Period that any Capital in respect of such Purchaser Interest is outstanding.
Until Seller gives notice to the Managing Agents of another Discount Rate in accordance with Section 3.4, the initial Discount Rate for any
Purchaser Interest transferred to the Committed Purchasers pursuant to the terms and conditions hereof shall be the Base Rate. If any
Committed Purchaser acquires by assignment from any Conduit Purchaser any Purchaser Interest pursuant to such Conduit Purchaser’s
respective Liquidity Agreement, each Purchaser Interest so assigned shall each be deemed to have a new Tranche Period commencing on the
date of any such assignment.
Section 3.2 Yield Payments. On the Settlement Date for each Purchaser Interest, Seller shall pay to each Managing Agent (for the benefit
of the applicable Purchasers) an aggregate amount equal to the accrued and unpaid Yield for the entire Tranche Period of each such Purchaser
Interest in accordance with Article II.
Section 3.3 Selection and Continuation of Tranche Periods.
(a) With consultation from each related Managing Agent, Seller shall from time to time request Tranche Periods for the Purchaser
Interests (other than Purchaser Interests which are funded through Pooled Commercial Paper, the Tranche Periods for which shall be the same
as the Accrual Period); provided, however, that no more than fifteen (15) Tranche Periods shall be outstanding at any one time.
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