McKesson 2005 Annual Report Download - page 241

(f) Amortization Date Determination. Seller shall not designate an Amortization Date (as defined in either Receivables Sale Agreement),
or send any written notice to Originator or CGSF in respect thereof, without the prior written consent of the Collateral Agent, except with
respect to the occurrence of such Amortization Date arising pursuant to Section 5.1(d) of either Receivables Sale Agreement.
ARTICLE VII
ADMINISTRATION AND COLLECTION
Section 7.1 Designation of Servicer.
(a) The servicing, administration and collection of the Receivables shall be conducted by such Person (the “Servicer”) so designated
from time to time in accordance with this Section 7.1. McKesson is hereby designated as, and hereby agrees to perform the duties and
obligations of, the Servicer pursuant to the terms of this Agreement. After the occurrence and during the continuance of an Amortization Event,
the Collateral Agent may at any time designate as Servicer any Person to succeed McKesson or any successor Servicer.
(b) Without the prior written consent of the Collateral Agent and the Required Committed Purchasers, McKesson shall not be permitted
to delegate any of its duties or responsibilities as Servicer to any Person other than (i) Seller or another Affiliate of McKesson and (ii) with
respect to certain Defaulted Receivables, outside collection agencies in accordance with its customary practices. Seller shall not be permitted to
further delegate to any other Person any of the duties or responsibilities of the Servicer delegated to it by McKesson. If at any time after the
occurrence of an Amortization Event, the Collateral Agent shall designate as Servicer any Person other than McKesson or an Affiliate of
McKesson, all duties and responsibilities theretofore delegated by McKesson or another Affiliate of McKesson to Seller may, at the discretion
of the Collateral Agent, be terminated forthwith on notice given by the Collateral Agent to McKesson and to Seller.
(c) So long as the Servicer is McKesson or an Affiliate of McKesson, (i) McKesson shall be and remain primarily liable to the Collateral
Agent and the Purchasers for the full and prompt performance of all duties and responsibilities of the Servicer hereunder; (ii) the Collateral
Agent and the Purchasers shall be entitled to deal exclusively with McKesson in matters relating to the discharge by the Servicer of its duties
and responsibilities hereunder; and (iii) the Collateral Agent and the Purchasers shall not be required to give notice, demand or other
communication to any Person other than McKesson in order for communication to the Servicer and its sub-servicer or other delegate with
respect thereto to be accomplished. McKesson, at all times that it is the Servicer, shall be responsible for providing any sub-servicer or other
delegate of the Servicer with any notice given to the Servicer under this Agreement.
Section 7.2 Duties of Servicer.
(a) The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Receivable from time to
time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and
Collection Policy.
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