McKesson 2005 Annual Report Download - page 258

this Agreement, (G) change the definition of “Concentration Limit,” “Defaulted Receivables,” “Default Proxy Ratio,” “Delinquency
Ratio,” “Delinquent Receivable,” “Discount and Servicing Fee Reserve,” “Dilution Horizon Ratio,” “Dilution Reserve,” “Dilution Reserve
Ratio,” “Dilution Ratio,” “Eligible Receivable,” “Loss Horizon Ratio,” “Loss Reserve,” “Loss Reserve Ratio,” “Loss-to-Balance Ratio,”
or “Receivables Dilution Ratio ” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined
term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
(ii) without the written consent of any then Collateral Agent or Managing Agent, amend, modify or waive any provision of this
Agreement if the effect thereof is to affect the rights or duties of such Collateral Agent or Managing Agent, as applicable.
Notwithstanding the foregoing, (i) without the consent of the Committed Purchasers, the Collateral Agent may, with the consent of Seller,
amend this Agreement solely to add additional Persons as Committed Purchasers hereunder and (ii) the Collateral Agent, the Required
Committed Purchasers and the Conduit Purchasers may enter into amendments to modify any of the terms or provisions of Article X,
Article XI and Section 12.13 or any other provision of this Agreement without the consent of Seller, provided that such amendment has no
negative impact upon Seller. Any modification or waiver made in accordance with this Section 12.1 shall apply to each of the Purchasers
equally and shall be binding upon Seller, the Purchasers, the Managing Agents and the Collateral Agent.
Section 12.2 Notices. Except as provided below, all communications and notices provided for hereunder shall be in writing (including
bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective
addresses or telecopy numbers set forth on the signature pages hereof or at such other address or telecopy number as such Person may hereafter
specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be effective (i) if given by
telecopy, upon the receipt thereof, (ii) if given by mail, three (3) Business Days after the time such communication is deposited in the mail with
first class postage prepaid or (iii) if given by any other means, when received at the address specified in this Section 12.2. Seller hereby
authorizes the Collateral Agent to effect purchases and Tranche Period and Discount Rate selections based on telephonic notices made by any
Person whom the Collateral Agent in good faith believes to be acting on behalf of Seller. Seller agrees to deliver promptly to the Collateral
Agent a written confirmation of each telephonic notice signed by an authorized officer of Seller; however, the absence of such confirmation
shall not affect the validity of such notice. If the written confirmation differs from the action taken by the Collateral Agent, the records of the
Collateral Agent shall govern absent manifest error.
Section 12.3 Ratable Payments. If any Purchaser, whether by setoff or otherwise, has payment made to it with respect to any portion of
the Aggregate Unpaids owing to such Purchaser (other than payments received pursuant to Section 9.2 or 9.3) in a greater proportion than that
received by any other Purchaser entitled to receive a ratable share of such Aggregate Unpaids, such Purchaser agrees, promptly upon demand,
to purchase for cash without recourse or warranty a portion of such Aggregate Unpaids held by the other Purchasers so that after such purchase
each Purchaser will hold its ratable proportion of such Aggregate Unpaids;
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