McKesson 2005 Annual Report Download - page 223

IX, if any, (vi) all Servicer costs and expenses in connection with servicing, administering and collecting the Receivables, including, without
limitation, the Servicing Fee, (vii) all Broken Funding Costs and (viii) all Default Fees (collectively, the “Obligations”). If any Person fails to
pay any of the Obligations when due, such Person agrees to pay, on demand, the Default Fee in respect thereof until paid. Notwithstanding the
foregoing, no provision of this Agreement or the Fee Letter shall require the payment or permit the collection of any amounts hereunder in
excess of the maximum permitted by applicable law. If at any time Seller receives any Collections or is deemed to receive any Collections,
Seller shall immediately pay such Collections or Deemed Collections to the Servicer and, at all times prior to such payment, such Collections
shall be held in trust by Seller for the exclusive benefit of the Purchasers, the Managing Agents and the Collateral Agent.
Section 2.2 Collections Prior to Amortization.
(a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be held in trust by the
Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time
any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside the Termination Percentage of
Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser and (ii) Seller hereby requests and the Purchasers
(other than any Terminating Committed Purchasers) hereby agree to make, simultaneously with such receipt, a reinvestment (each a
“Reinvestment”) with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest
(other than any Purchaser Interests of Terminating Committed Purchasers), such that after giving effect to such Reinvestment, the amount of
Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital
immediately prior to such receipt.
(b) On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’
respective accounts the amounts set aside since the immediately preceding Settlement Date that have not been applied to pay Yield or subject
to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in
the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers, applied
ratably to each Terminating Committed Purchaser according to the respective Capital of such Terminating Committed Purchasers. If such
Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to
the Managing Agents’ respective accounts no later than 12:00 noon (Chicago time) to the extent required to fund any Aggregate Reduction on
such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group and (ii) any
balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date.
Section 2.3 Collections Following Amortization. On the Amortization Date and on each day thereafter, the Servicer shall set aside and
hold in trust, for the holder of each Purchaser Interest, all Collections and Deemed Collections received on such day. On the Amortization Date
and each date thereafter, (i) the Servicer shall remit to the Managing Agents’
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