McKesson 2005 Annual Report Download - page 311

EXHIBIT VI
FORM OF COLLECTION ACCOUNT AGREEMENT
[On letterhead of Originator]
[Date]
[Lock-Box Bank/Concentration Bank/Depositary Bank]
Re: McKesson Corporation
Ladies and Gentlemen:
Reference is hereby made to P.O. Box #________ in [city, state, zip code] (the “Lock-Box”) of which you have exclusive control for the
purpose of receiving mail and processing payments therefrom pursuant to that certain [name of lock-box agreement] between you and
McKesson Corporation (the “Company”) dated ______ (the “Agreement ”). You hereby confirm your agreement to perform the services
described therein. Among the services you have agreed to perform therein, is to endorse all checks and other evidences of payment, and credit
such payments to the Company’s checking account no._______ maintained with you in the name of the Company (the “Lock-Box Account ”).
The Company hereby informs you that (i) pursuant to that certain Receivables Sale Agreement, dated as of June 25, 1999 between the
Company and California Golden State Finance Company (“CGSF”), the Company has transferred all of its right, title and interest in and to, and
exclusive ownership and control of, the Lock-Box and the Lock-Box Account to CGSF, (ii) pursuant to that certain Receivables Sale
Agreement, dated as of June 25, 1999 between CGSF and CGSF Funding Corporation (the “Seller”), CGSF has transferred all of its right, title
and interest in and to, and exclusive ownership and control of, the Lock-Box and the Lock-Box Account to the Seller and (iii) pursuant to that
certain Second Amended and Restated Receivables Purchase Agreement, dated as of June 11, 2004 (the “RPA”) among the Seller, the
Company, the “Conduit Purchasers” from time to time party thereto, the “Committed Purchasers” from time to time party thereto, the
“Managing Agents” from time to time party thereto and Bank One, NA (Main Office Chicago) (“Bank One”), as collateral agent (in such
capacity, the “Collateral Agent ”), the Seller has transferred all of its right, title and interest in and to, and control of, the Lock-Box and the
Lock-Box Account to Bank One, as Collateral Agent. The Company, CGSF and the Seller hereby request that the name of the Lock-Box
Account be changed to “CGSF Funding Corporation, an indirect subsidiary of McKesson Corporation.”
The Company and the Seller hereby irrevocably instruct you, and you hereby agree, that upon receiving notice from Bank One in the
form attached hereto as Annex A (the “Notice”), you shall comply with instructions originated by Bank One, as Collateral Agent, directing
disposition of the funds in the Lock-Box and the Lock-Box Account without further consent of either the Company or the Seller.
Notwithstanding the foregoing, the Collateral Agent hereby authorizes you to take instructions from the Company or the Seller, on behalf of
the Collateral Agent, with respect to the funds delivered to the Lock-Box and/or on deposit in the
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