McKesson 2005 Annual Report Download - page 279

of such Purchaser Interest from investing the portion of such Capital not so allocated. All Broken Funding Costs shall be due and payable
hereunder upon demand.
“BTM” means The Bank of Tokyo-Mitsubishi, Ltd., New York Branch, in its individual capacity and its successors.
“BTM Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period equal
to (a) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by
federal funds brokers, as published for such day (or, if such day is not a Business Day, for the preceding Business Day) by the Federal Reserve
Bank of New York in the Composite Closing Quotations for U.S. Government Securities; or (b) if such rate is not so published for any day
which is a Business Day, the average of the quotations for such day on such transactions received by BTM from three federal funds brokers of
recognized standing selected by it.
“BTM Group Reference Bank” means BTM or such other bank as BTM shall designate with the consent of Seller.
“Business Day” means any day on which banks are not authorized or required to close in New York, New York, Atlanta, Georgia,
San Francisco, California or Chicago, Illinois and The Depository Trust Company of New York is open for business, and, if the applicable
Business Day relates to any computation or payment to be made with respect to the LIBO Rate, any day on which dealings in dollar deposits
are carried on in the London interbank market.
“Capital” of any Purchaser Interest means, at any time, (A) the Purchase Price of such Purchaser Interest, minus (B) the sum of the
aggregate amount of Collections and other payments received by the Collateral Agent which in each case has been applied to reduce such
Capital in accordance with the terms and conditions of this Agreement; provided, that such Capital shall be restored (in accordance with
Section 2.5) in the amount of any Collections or other payments so received and applied if at any time the distribution of such Collections or
payments are rescinded, returned or refunded for any reason.
“CGSF” means California Golden State Finance Company, a California corporation.
“Change of Control” means, (i) with respect to McKesson, the acquisition by any Person, or two or more Persons acting in concert, of
beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of
1934) of 51% or more of the outstanding shares of voting stock of McKesson and (ii) with respect the Seller or CGSF, McKesson’s failure to
own, directly or indirectly, 100% of the issued and outstanding capital stock of the applicable entity.
“Collateral Agent” has the meaning set forth in the preamble to this Agreement.
“Collection Account” means each concentration account, depositary account, lock-box account or similar account in which any
Collections are collected or deposited and which is listed on Exhibit IV.
I-4