McKesson 2005 Annual Report Download - page 246

(iii) replace the Person then acting as Servicer and (iv) deliver the Collection Notices to the Collection Banks.
(b) Upon the occurrence of the Amortization Date, the Collateral Agent may with the consent of, and shall, upon the direction of, any
Managing Agent (with written notice to the Seller) notify Obligors of the Purchasers’ interest in the Receivables.
The aforementioned rights and remedies shall be in addition to all other rights and remedies of the Collateral Agent and the Purchasers
available under this Agreement, by operation of law, at equity or otherwise, all of which are hereby expressly preserved, including, without
limitation, all rights and remedies provided under the UCC, all of which rights shall be cumulative.
ARTICLE IX
INDEMNIFICATION
Section 9.1 Indemnities by the Seller Parties.
(a) Without limiting any other rights that the Collateral Agent, any Managing Agent or any Purchaser may have hereunder or under
applicable law, (A) Seller hereby agrees to indemnify the Collateral Agent, the Managing Agents and each Purchaser and their respective
assigns, officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, taxes,
liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of the
Collateral Agent, the Managing Agents or such Purchaser) and disbursements (all of the foregoing being collectively referred to as
“Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either
directly or indirectly, by a Purchaser of an interest in the Receivables, and (B) the Servicer hereby agrees to indemnify each Indemnified Party
for Indemnified Amounts awarded against or incurred by any of them arising out of any breach by the Servicer (whether in its capacity as
Servicer or in its capacity as Originator) of a representation, warranty, covenant or obligation made by the Servicer hereunder or under any
other Transaction Document excluding, however, in all of the foregoing instances under the preceding clauses (A) and (B):
(i) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts
resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification;
(ii) Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the
insolvency, bankruptcy or financial inability to pay of the related Obligor; or
(iii) taxes imposed by the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the
overall net income of such Indemnified Party to the extent that the computation of such taxes is consistent with the characterization for
income tax purposes of the acquisition by the Purchasers of
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