McKesson 2005 Annual Report Download - page 257

Date”) until such Terminating Committed Purchaser’s Capital shall be paid in full. Each Terminating Committed Purchaser’s Termination
Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be
disregarded, and each Terminating Committed Purchaser’s Capital shall be reduced ratably with all Committed Purchasers in accordance with
Section 2.3.
(c) On the date any Committed Purchaser becomes a Terminating Committed Purchaser, the Commitment of such Committed Purchaser
shall terminate and the Purchase Limit shall be reduced by an amount equal to such Committed Purchaser’s Commitment. Upon reduction to
zero of the Capital of all of the Purchaser Interests of a Terminating Committed Purchaser (after application of Collections thereto pursuant to
Sections 2.2 and 2.4) all rights and obligations of such terminating Committed Purchaser hereunder shall be terminated and such terminating
Committed Purchaser shall no longer be a “Committed Purchaser” hereunder; provided, however, that the provisions of Article IX shall
continue in effect for its benefit with respect to Purchaser Interests or the Commitment held by such Terminating Committed Purchaser prior to
its termination as a Committed Purchaser.
ARTICLE XII
MISCELLANEOUS
Section 12.1 Waivers and Amendments.
(a) No failure or delay on the part of the Collateral Agent, the Managing Agents or any Purchaser in exercising any power, right or
remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy
preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall
be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific
instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the
provisions of this Section 12.1(b). The Conduit Purchasers, Seller, the Servicer, the Managing Agents and the Collateral Agent, at the direction
of the Required Committed Purchasers, may enter into written modifications or waivers of any provisions of this Agreement, provided,
however, that no such modification or waiver shall:
(i) without the consent of each affected Purchaser, (A) extend the Liquidity Termination Date or the date of any payment or deposit of
Collections by Seller or the Servicer, (B) reduce the rate or extend the time of payment of Yield (or any component thereof), (C) reduce
any fee payable to the Collateral Agent or the Managing Agents for the benefit of the Purchasers, (D) except pursuant to Article XI hereof,
change the amount of the Capital of any Purchaser, any Committed Purchaser’s Pro Rata Share (except as may be required pursuant to a
Conduit Purchaser’s Liquidity Agreement) or any Committed Purchaser’s Commitment, (E) amend, modify or waive any provision of the
definition of Required Committed Purchasers or this Section 12.1(b), (F) consent to or permit the assignment or transfer by Seller of any of
its rights and obligations under
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