McKesson 2005 Annual Report Download - page 226

(b) Seller may, effective on the last day of a Tranche Period (the “Terminating Tranche”) for any Purchaser Interest, divide any such
Purchaser Interest into multiple Purchaser Interests or combine any such Purchaser Interest with one or more other Purchaser Interests which
either have a Terminating Tranche ending on such day or are newly created on such day (subject to the Conduit Purchasers’ ability to
accommodate such division or combination), provided, in no event may a Purchaser Interest of the Conduit Purchasers be combined with a
Purchaser Interest of the Committed Purchasers.
Section 3.4 Committed Purchaser Discount Rates. Seller may select the LIBO Rate or the Base Rate for each Purchaser Interest of the
Committed Purchasers. Seller shall by 12:00 noon (Chicago time): (i) at least three (3) Business Days prior to the expiration of any
Terminating Tranche with respect to which the LIBO Rate is being requested as a new Discount Rate and (ii) at least one (1) Business Day
prior to the expiration of any Terminating Tranche with respect to which the Base Rate is being requested as a new Discount Rate, give each
related Managing Agent irrevocable notice of the new Discount Rate for the Purchaser Interest associated with such Terminating Tranche.
Section 3.5 Suspension of the LIBO Rate.
(a) If any Committed Purchaser notifies its related Managing Agent that it has determined that funding its Pro Rata Share of the
Purchaser Interests at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority,
whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such LIBO
Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such LIBO
Rate, then such Managing Agent shall notify the Collateral Agent and shall suspend the availability of such LIBO Rate and require Seller to
select the Base Rate for any Purchaser Interest accruing Yield at such LIBO Rate.
(b) If less than all of the Committed Purchasers give a notice to the Managing Agents pursuant to Section 3.5(a), each Committed
Purchaser which gave such a notice shall be obligated, at the request of Seller or such Committed Purchaser’s Managing Agent (on behalf of
the related Conduit Purchaser or Conduit Purchasers), to assign all of its rights and obligations hereunder to (i) another Committed Purchaser
that is acceptable to such related Conduit Purchaser or Conduit Purchasers or (ii) another funding entity nominated by Seller that is acceptable
to such Conduit Purchaser or Conduit Purchasers and willing to participate in this Agreement through the Liquidity Termination Date in the
place of such notifying Committed Purchaser; provided that (i) the notifying Committed Purchaser receives payment in full, pursuant to an
Assignment Agreement, of an amount equal to such notifying Committed Purchaser’s Pro Rata Share of the Capital and Yield owing to all of
the Committed Purchasers and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the
Purchaser Interests of the Committed Purchasers, and (ii) the replacement Committed Purchaser otherwise satisfies the requirements of Section
11.1(b).
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