McKesson 2005 Annual Report Download - page 243

an Amortization Event, the Servicer shall, from time to time at the request of any Purchaser, furnish to the Purchasers (promptly after any such
request) a calculation of the amounts set aside for the Purchasers pursuant to Article II.
(f) Any payment by an Obligor in respect of any indebtedness owed by it to the Originator, CGSF or Seller shall, except as reasonably
identified by the Servicer as not constituting a Collection, as otherwise specified by such Obligor, as otherwise required by contract or law or
unless otherwise instructed by the Collateral Agent, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such
Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other obligation of
such Obligor.
Section 7.3 Collection Notices. The Collateral Agent is authorized at any time after the occurrence of an Amortization Event to date and
to deliver to the Collection Banks the Collection Notices. Seller hereby transfers to the Collateral Agent for the benefit of the Purchasers,
effective when the Collateral Agent delivers such notice, the exclusive ownership and control of each Lock-Box and the Collection Accounts.
In case any authorized signatory of Seller whose signature appears on a Collection Account Agreement shall cease to have such authority
before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. After the
occurrence and during the continuance of an Amortization Event, Seller hereby authorizes the Collateral Agent, and agrees that the Collateral
Agent shall be entitled, to (i) endorse Seller’s name on checks and other instruments representing Collections and (ii) take such action as shall
be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of
the Collateral Agent rather than Seller. Following the Amortization Date, Seller hereby authorizes the Collateral Agent, and agrees that the
Collateral Agent shall be entitled, to enforce the Receivables, the related Contracts and the Related Security.
Section 7.4 Responsibilities of Seller. Anything herein to the contrary notwithstanding, the exercise by the Collateral Agent and the
Purchasers of their rights hereunder shall not release the Servicer, the Originator, CGSF or Seller from any of their duties or obligations with
respect to any Receivables or under the related Contracts. The Purchasers shall have no obligation or liability with respect to any Receivables
or related Contracts, nor shall any of them be obligated to perform the obligations of Seller.
Section 7.5 Reports. The Servicer shall prepare and forward to each Managing Agent (i) on the fifteenth (15th) day of each month, or if
such day is not a Business Day, the next Business Day, and at such more frequent times as each Managing Agent shall request if an
Amortization Event has occurred and is continuing, a Monthly Report accompanied by, if the Collateral Agent or any Managing Agent shall
request, a listing by Obligor of all Receivables together with an aging of such Receivables.
Section 7.6 Servicing Fees. In consideration of McKesson’s agreement to act as Servicer hereunder, the Purchasers hereby agree that, so
long as McKesson shall continue to perform as Servicer hereunder, the Seller shall pay over to McKesson on each Monthly Settlement Date, in
accordance with the priority of payments set forth in Article II, a fee (the “Servicing Fee”) equal to (i) one percent (1%) of the average daily
Net Receivables Balance
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