McKesson 2005 Annual Report Download - page 263

payment for such Conduit Purchaser’s Commercial Paper and (iv) to provide other services from time to time for some or all of the Purchasers
(collectively, the “Managing Agent Institution Roles”). Without limiting the generality of this Section 12.13(b), each Committed Purchaser
hereby acknowledges and consents to any and all Managing Agent Institution Roles and agrees that in connection with any Managing Agent
Institution Role, the applicable Managing Agent Institution may take, or refrain from taking, any action that it, in its discretion, deems
appropriate, including, without limitation, in its role as administrative agent for the related Conduit Purchasers, if any, and the giving of notice
to the Collateral Agent or any Managing Agent of a mandatory purchase pursuant to its Liquidity Agreement.
Section 12.14 Characterization.
(a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale,
which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as
specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that
(i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties and covenants made by Seller pursuant to
the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the
Collateral Agent or any assignee thereof of any obligation of Seller, CGSF or the Originator or any other person arising in connection with the
Receivables, the Related Security, or the related Contracts, or any other obligations of Seller, CGSF or the Originator.
(b) The Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all
of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Collection Account,
all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreements
and all proceeds of any thereof to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the
Collateral Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights
and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be
cumulative.
Section 12.15 Amendment and Restatement. This Agreement amends, restates and supersedes in its entirety the Original RPA and shall
not constitute a novation thereof. It is the intent of each of the parties hereto that all references to the Original RPA in any Transaction
Document to which such party is a party and which becomes or remains effective on or after the date hereof shall be deemed to mean and be
references to this Agreement.
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