McKesson 2005 Annual Report Download - page 242

(b) The Servicer will instruct all Obligors to pay all Collections directly to a Lock-Box or Collection Account. The Servicer shall cause a
Collection Account Agreement to be in effect at all times with respect to each Collection Account. In the case of any remittances received in
any Lock-Box or Collection Account that shall have been identified, to the satisfaction of the Servicer, to not constitute Collections or other
proceeds of the Receivables or the Related Security, the Servicer shall promptly remit such items to the Person identified to it as being the
owner of such remittances. From and after the date the Collateral Agent delivers to any Collection Bank a Collection Notice pursuant to
Section 7.3, the Collateral Agent may request that the Servicer, and the Servicer thereupon promptly shall instruct all Obligors with respect to
the Receivables, to remit all payments thereon to a new depositary account specified by the Collateral Agent and, at all times thereafter, Seller
and the Servicer shall not deposit or otherwise credit, and shall not permit any other Person to deposit or otherwise credit to such new
depositary account any cash or payment item other than Collections.
(c) The Servicer shall administer the Collections in accordance with the procedures described herein and in Article II. The Servicer shall
set aside and hold in trust for the account of Seller and the Purchasers their respective shares of the Collections of Receivables in accordance
with Article II; provided, that nothing in this sentence shall require the Servicer to segregate Collections on a daily basis from its other funds.
The Servicer shall, upon the request of the Collateral Agent after the occurrence and during the continuance of an Amortization Event,
segregate, in a manner acceptable to the Collateral Agent, all cash, checks and other instruments received by it from time to time constituting
Collections from the general funds of the Servicer or Seller prior to the remittance thereof in accordance with Article II. If the Servicer shall be
required to segregate Collections pursuant to the preceding sentence, the Servicer shall segregate and deposit with a bank designated by the
Collateral Agent such allocable share of Collections of Receivables set aside for the Purchasers on the first Business Day following receipt by
the Servicer of such Collections, duly endorsed or with duly executed instruments of transfer.
(d) The Servicer may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable or adjust the
Outstanding Balance of any Receivable as the Servicer determines to be appropriate to maximize Collections thereof; provided, however, that
such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or Defaulted Receivable or limit the
rights of the Collateral Agent or the Purchasers under this Agreement. Notwithstanding anything to the contrary contained herein, the
Collateral Agent shall have the absolute and unlimited right to direct the Servicer to commence or settle any legal action with respect to any
Receivable or to foreclose upon or repossess any Related Security.
(e) The Servicer shall hold in trust for Seller and the Purchasers all Records that (i) evidence or relate to the Receivables, the related
Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, as soon as practicable upon
demand of the Collateral Agent after the occurrence and during the continuance of an Amortization Event deliver or make available to the
Collateral Agent all such Records, at a place selected by the Collateral Agent. The Servicer shall, as soon as practicable following receipt
thereof turn over to Seller any cash collections or other cash proceeds received with respect to Indebtedness not constituting Receivables. After
the occurrence and during the continuance of
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