McKesson 2005 Annual Report Download - page 255

consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2
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 Participant on terms that are
not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding
any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed Purchaser’s rights and obligations under
this Agreement shall remain unchanged, such Committed Purchaser shall remain solely responsible for the performance of its obligations
hereunder, and Seller, the Servicer, the Conduit Purchasers, the Managing Agents and the Collateral Agent shall continue to deal solely and
directly with such Committed Purchaser in connection with such Committed Purchaser’s rights and obligations under this Agreement. No
Participant shall have rights greater than those of the related Committed Purchaser. Each Committed Purchaser agrees that any agreement
between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed
Purchaser’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 11.1(b)(i).
Section 11.3 Additional Purchaser Groups; Joinder by Conduit Purchaser.
(a) Upon the Seller’s request, an additional Purchaser Group may be added to this Agreement at any time by the execution and delivery
of a joinder agreement, substantially in the form set forth in Exhibit XI hereto (a “Joinder Agreement”) by the members of such proposed
additional Purchaser Group, the Seller, the Servicer and the Administrative Agent, which execution and delivery shall not be unreasonably
refused by such parties. Upon the effective date of such Joinder Agreement, (i) each Person specified therein as a “New Conduit Purchaser”
shall become a party hereto as a Conduit Purchaser, entitled to the rights and subject to the obligations of a Conduit Purchaser hereunder,
(ii) each Person specified therein as a “New Committed Purchaser” shall become a party hereto as a Committed Purchaser, entitled to the rights
and subject to the obligations of a Committed Purchaser hereunder, (iii) each Person specified therein as a “New Managing Agent” shall
become a party hereto as a Managing Agent, entitled to the rights and subject to the obligations of a Managing Agent hereunder and (iv) the
Purchase Limit shall be increased, if appropriate, by an amount which is equal to (x) the aggregate Commitments of the New Committed
Purchasers party to such Joinder Agreement. On or prior to the effective date of such Joinder Agreement, the Seller, each new Purchaser and
the new Managing Agent shall enter into a Fee Letter for purposes of setting forth the fees payable to the members of such Purchaser Group in
connection with this Agreement.
(b) Any Purchaser Group may add a Conduit Purchaser member at any time by the execution and delivery of a Joinder Agreement by
such proposed Conduit Purchaser, the other members of such Purchaser Group, the Seller, the Servicer and the Administrative Agent, which
execution and delivery shall not be unreasonably refused by such parties. Upon the effective date of such Joinder Agreement, each Person
specified therein as a “New Conduit Purchaser” shall become a party hereto as a Conduit Purchaser, entitled to the rights and subject to the
obligations of a Conduit Purchaser hereunder.
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