McKesson 2005 Annual Report Download - page 256

Section 11.4 Extension of Liquidity Termination Date. The Seller may advise any Managing Agent in writing of its desire to extend the
Liquidity Termination Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and
not less than 60 days prior to, the then current Liquidity Termination Date. Each Managing Agent so advised by the Seller shall promptly
notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related
Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days
prior to the then current Liquidity Termination Date (it being understood that each Committed Purchaser may accept or decline such request in
its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be
deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the
Liquidity Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent
or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect
such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent
(including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend
the Liquidity Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Liquidity
Termination Date (each such Committed Purchaser being referred to herein as a “Non-Renewing Committed Purchaser”), and, in the case of a
Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to
another Person in accordance with the terms of this Article XI prior to the then current Liquidity Termination Date, the Purchase Limit shall be
reduced by an amount equal to each such Non-Renewing Committed Purchaser’s Commitment on the then current Liquidity Termination Date.
Section 11.5 Terminating Committed Purchasers.
(a) Any Affected Committed Purchaser or Non-Renewing Committed Purchaser which has not assigned its rights and obligations
hereunder if requested pursuant to this Article XI shall be a “Terminating Committed Purchaser” for purposes of this Agreement as of the then
current Liquidity Termination Date (or, in the case of any Affected Committed Purchaser, such earlier date as declared by the Conduit
Purchaser in such Affected Committed Purchaser’s Purchaser Group). If an Amortization Event has occurred, and the Committed Purchasers in
a Purchaser Group have voted or otherwise determined to declare an Amortization Date, but the Committed Purchasers in the other Purchaser
Groups have voted or otherwise determined not to declare an Amortization Date, then the Committed Purchasers in such Purchaser Group (and
each Conduit Purchaser in such Purchaser Group that has any Capital outstanding at such time) may, upon written notice to the Servicer, the
Seller and the Collateral Agent, elect to become, and shall become, Terminating Committed Purchasers effective on the date specified in such
notice, which shall be a date no less than three (3) Business Days after the date such notice is received by the Servicer, the Seller and the
Collateral Agent.
(b) Each Terminating Committed Purchaser shall be allocated, in accordance with Section 2.2, a ratable portion of Collections according
to its respective Termination Percentage from the date of its becoming a Terminating Committed Purchaser (the “Termination
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