McKesson 2005 Annual Report Download - page 247

Purchaser Interests as a loan or loans by the Purchasers to Seller secured by the Receivables, the Related Security, the Collection Accounts
and the Collections;
provided, however, that nothing contained in this sentence shall limit the liability of any Seller Party or limit the recourse of the Purchasers to
any Seller Party for amounts otherwise specifically provided to be paid by such Seller Party under the terms of this Agreement.
Without limiting the generality of the foregoing indemnification, Seller shall indemnify the Collateral Agent, the Managing Agent and
the Purchasers for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, subject to clause (ii) in
the preceding paragraph, but otherwise regardless of whether reimbursement therefor would constitute recourse to Seller or the Servicer)
relating to or resulting from:
(i) any representation or warranty made by any Seller Party, CGSF or the Originator (or any officers of any such Person) under or in
connection with this Agreement, any other Transaction Document or any other information or report delivered by any such Person
pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made;
(ii) the failure by any Seller, the Servicer, CGSF or the Originator to comply with any applicable law, rule or regulation with respect to
any Receivable or Contract related thereto, or the nonconformity of any Receivable or Contract included therein with any such applicable
law, rule or regulation or any failure of the Originator to keep or perform any of its obligations, express or implied, with respect to any
Contract;
(iii) any failure of Seller, the Servicer, CGSF or the Originator to perform its duties, covenants or other obligations in accordance with
the provisions of this Agreement or any other Transaction Document;
(iv) any products liability, personal injury, damage or similar claim arising out of or in connection with merchandise, insurance or
services that are the subject of any Contract;
(v) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any
Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding
obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the
merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services;
(vi) the commingling of Collections of Receivables at any time with other funds;
(vii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the
transactions contemplated hereby, the use of the proceeds of a purchase, the ownership of the Purchaser Interests or any other
investigation, litigation or proceeding relating to Seller, the Servicer, CGSF or the
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