McKesson 2005 Annual Report Download - page 254

Agreement as if the term “Conduit Purchaser” explicitly referred to such party, and no such assignment shall in any way impair the rights and
benefits of such Conduit Purchaser hereunder. Neither Seller nor the Servicer shall have the right to assign its rights or obligations under this
Agreement.
(b) Any Committed Purchaser may, at any time and from time to time, assign to one or more Persons (“Purchasing Committed
Purchasers”) 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 VII hereto (the “Assignment Agreement ”) executed by such Purchasing Committed Purchaser and such selling Committed
Purchaser. The consent of the Conduit Purchaser or Conduit Purchasers in such Committed Purchaser’s Purchaser Group, if any, shall be
required prior to the effectiveness of any such assignment. The selling Committed Purchaser will consult with the Seller regarding the
suitability of the Purchasing Committed Purchaser prior to the effectiveness of any assignment pursuant to this Section 11.1(b) and, so long as
the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to
accommodate the Seller’s preferences and, if the Seller timely solicits a commitment from an eligible assignee on terms that are not
disadvantageous to the assigning Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Each assignee of a
Committed Purchaser which is a member of a Purchaser Group which has a Conduit Purchaser as a member must have a short-term debt rating
from S&P and Moody’s equal to or greater than the ratings required in order to maintain the rating of the commercial paper issued by the
related Conduit Purchaser (the “Required Ratings”). Upon delivery of the executed Assignment Agreement to the Collateral Agent, such
selling Committed Purchaser shall be released from its obligations hereunder to the extent of such assignment. Thereafter the Purchasing
Committed Purchaser shall for all purposes be a Committed Purchaser party to this Agreement and shall have all the rights and obligations of a
Committed Purchaser under this Agreement to the same extent as if it were an original party hereto and no further consent or action by Seller,
the Purchasers or the Collateral Agent shall be required.
(c) Each of the Committed Purchasers that is (i) not a Conduit Purchaser and (ii) a member of a Purchaser Group that has a Conduit
Purchaser as a member, agrees that in the event that it shall cease to have the Required Ratings (an “Affected Committed Purchaser”), such
Affected Committed Purchaser shall be obliged, at the request of the Conduit Purchasers in such Committed Purchaser’s Purchaser Group or
the applicable Managing Agent, to assign all of its rights and obligations hereunder to (x) another Committed Purchaser or (y) another funding
entity nominated by such Managing Agent and acceptable to such affected Conduit Purchasers, and willing to participate in this Agreement
through the Liquidity Termination Date in the place of such Affected Committed Purchaser; provided, that the Affected Committed Purchaser
receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such Committed Purchaser’s Pro Rata Share of the
Aggregate Capital and Yield owing to 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.
Section 11.2 Participations. Any Committed Purchaser 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 Committed Purchasers or any other interest
of such Committed Purchaser hereunder. The selling Committed Purchaser will
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