McKesson 2005 Annual Report Download - page 236

(g) Performance and Enforcement of Receivables Sale Agreements. Seller shall, and shall require the Originator and CGSF to, perform
each of their respective obligations and undertakings under and pursuant to each Receivables Sale Agreement, as applicable, shall purchase
Receivables thereunder in strict compliance with the terms thereof and shall take all action necessary or reasonably appropriate to enforce the
rights and remedies accorded to Seller under the Receivables Sale Agreements. Seller shall take all actions reasonably necessary to perfect and
enforce its rights and interests (and the rights and interests of the Collateral Agent and the Purchasers as assignees of Seller) under the Tier
Two Receivables Sale Agreement (including its rights and interests under the Tier One Receivables Sale Agreement, as assignee of CGSF) as
the Collateral Agent may from time to time reasonably request, including, without limitation, making claims to which it may be entitled under
any indemnity, reimbursement or similar provision contained in the Tier Two Receivables Sale Agreement.
(h) Ownership. Seller shall take all necessary action to (i) vest legal and equitable title to the Receivables, the Related Security and the
Collections purchased under the Tier Two Receivables Sale Agreement irrevocably in Seller, free and clear of any Adverse Claims other than
Adverse Claims in favor of the Collateral Agent and the Purchasers (including, without limitation, the filing of all financing statements or other
similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Seller’s interest
in such Receivables, Related Security and Collections and such other action to perfect, protect or more fully evidence the interest of Seller
therein as the Collateral Agent may reasonably request), and (ii) establish and maintain, in favor of the Collateral Agent, for the benefit of the
Purchasers, a valid and perfected first priority undivided percentage ownership interest (and/or a valid and perfected first priority security
interest) in all Receivables, Related Security and Collections to the full extent contemplated herein, free and clear of any Adverse Claims other
than Adverse Claims in favor of the Collateral Agent for the benefit of the Purchasers (including, without limitation, the filing of all financing
statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to
perfect the Collateral Agent’s (for the benefit of the Purchasers) interest in such Receivables, Related Security and Collections and such other
action to perfect, protect or more fully evidence the interest of the Collateral Agent for the benefit of the Purchasers as the Collateral Agent
may reasonably request).
(i) Purchasers’ Reliance. Seller acknowledges that the Purchasers are entering into the transactions contemplated by this Agreement in
reliance upon Seller’s identity as a legal entity that is separate from the Originator and CGSF. Therefore, from and after the date of execution
and delivery of this Agreement, Seller shall take all reasonable steps, including, without limitation, all steps that the Collateral Agent, any
Managing Agent or any Purchaser may from time to time reasonably request, to maintain Seller’s identity as a separate legal entity and to make
it manifest to third parties that Seller is an entity with assets and liabilities distinct from those of the Originator, CGSF and any Affiliates
thereof and not just a division of the Originator or CGSF. Without limiting the generality of the foregoing and in addition to the other
covenants set forth herein, Seller shall:
(A) conduct its own business in its own name and require that all full-time employees of Seller, if any, identify themselves as such and
not as employees of the Originator or CGSF;
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