McKesson 2005 Annual Report Download - page 222

(c) Each Incremental Purchase to be made hereunder shall be made ratably among the Purchaser Groups in accordance with their
respective Purchaser Group Limits.
(d) On the date of each Incremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article V, each
applicable Purchaser shall make available to its related Managing Agent at its address listed beneath its signature on its signature page to this
Agreement, for deposit to such account as the Seller designates from time to time, in immediately available funds, no later than 12:00 noon
(Chicago time), an amount equal to such Purchaser’s Pro Rata Share of the Purchaser Interests then being purchased.
Section 1.3 Decreases. Seller shall provide each Managing Agent with prior written notice in the form set forth as Exhibit II-A hereto (a
“Reduction Notice”) of any reduction of Aggregate Capital in conformity with the Required Notice Period. Such Reduction Notice shall
designate (i) the date (the “Proposed Reduction Date”) upon which any such reduction of Aggregate Capital shall occur (which date shall give
effect to the applicable Required Notice Period), and (ii) the amount of Aggregate Capital to be reduced (the “Aggregate Reduction”) which
shall be applied ratably to reduce the Capital of each Purchaser Group and further applied by each Managing Agent to the Purchaser Interests
of the Conduit Purchasers and the Committed Purchasers in the related Purchaser Group in such proportions as may be agreed by such
Managing Agent and such Purchasers. Only one (1) Reduction Notice shall be outstanding at any time.
Section 1.4 Payment Requirements. All amounts to be paid or deposited by any Seller Party pursuant to any provision of this Agreement
shall be paid or deposited in accordance with the terms hereof no later than 12:00 noon (Chicago time) on the day when due in immediately
available funds, and if not received before 12:00 noon (Chicago time) shall be deemed to be received on the next succeeding Business Day. If
such amounts are payable to a Purchaser they shall be paid to the related Managing Agent, for the account of such Purchaser, at its address
listed beneath its signature on its signature page to this Agreement until otherwise notified by such Managing Agent. All computations of Yield
(other than Yield calculated using the Base Rate) and per annum fees hereunder and under the Fee Letter shall be made on the basis of a year o
f
360 days for the actual number of days elapsed. All computations of Yield calculated using the Base Rate shall be made on the basis of a year
of 365 or 366 days, as applicable, for the actual number of days elapsed. If any amount hereunder shall be payable on a day which is not a
Business Day, such amount shall be payable on the next succeeding Business Day.
ARTICLE II
PAYMENTS AND COLLECTIONS
Section 2.1 Payments. Notwithstanding any limitation on recourse contained in this Agreement, Seller shall immediately pay to each
Managing Agent when due, for the account of the related Purchaser or Purchasers (i) such fees as set forth in the Fee Letter, (ii) all amounts
payable as Yield, (iii) all amounts payable as Deemed Collections (which, subject to the servicing procedures set forth in Article VII, shall be
applied to reduce Aggregate Capital hereunder in accordance with Sections 2.2 and 2.3 hereof), (iv) all amounts payable to reduce the Seller
Interest, if required, pursuant to Section 2.6, (v) all amounts payable pursuant to Article
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