McKesson 2005 Annual Report Download - page 312

Lock-Box Account until such time as you receive the Notice. Following receipt of such Notice: (i) the name of the Lock-Box and the Lock-
Box Account will be changed to “Bank One, NA, for itself and as Collateral Agent” (or any designee of Bank One) and the Collateral Agent
will have exclusive ownership of and access to the Lock-Box and the Lock-Box Account, and none of the Company, the Seller nor any of their
respective affiliates will have any control of the Lock-Box or the Lock-Box Account or any access thereto, (ii) you will either continue to send
the funds from the Lock-Box to the Lock-Box Account, or will redirect the funds as the Collateral Agent may otherwise request, (iii) you will
transfer monies on deposit in the Lock-Box Account, at any time, as directed by the Collateral Agent, (iv) all services to be performed by you
under the Agreement will be performed on behalf of the Collateral Agent, (v) you will not take any direction or instruction with respect to the
Lock-Box, the Lock-Box Account or any monies or funds on deposit therein under any circumstance from the Company, the Seller or any
affiliate thereof without the prior written consent of the Collateral Agent and (vi) copies of all correspondence or other mail which you have
agreed to send to the Company or the Seller will be sent to the Collateral Agent at the following address:
Bank One, NA
Suite 0596, 21st Floor
1 Bank One Plaza
Chicago, Illinois 60670
Attention: Credit Manager, Asset Backed
Securities Division
Moreover, upon such notice, Bank One for itself and as Collateral Agent will have all rights and remedies given to the Company (and
CGSF and the Seller, as the Company’s assignees) under the Agreement. The Company agrees, however, to continue to pay all fees and other
assessments due thereunder at any time.
You hereby acknowledge that monies deposited in the Lock-Box Account or any other account established with you by Bank One for the
purpose of receiving funds from the Lock-Box are subject to the liens of Bank One for itself and as Collateral Agent, and will not be subject to
deduction, set-off, banker’s lien or any other right you or any other party may have against the Company or the Seller, except that you may
debit the Lock-Box Account for any items deposited therein that are returned or otherwise not collected and for all charges, fees, commissions
and expenses incurred by you in providing services hereunder, all in accordance with your customary practices for the charge back of returned
items and expenses.
You hereby agree that you are a “bank” within the meaning of Section 9-102 of the Uniform Commercial Code as is in effect in the State
of New York (the “UCC”), that the Lock-Box Account constitutes a “deposit account” within the meaning of Section 9-102 of the UCC and
that this letter agreement shall constitute an “authenticated record” for purposes of, and the Company and the Seller hereby grant to and confer
upon the Collateral Agent “control” of the Lock-Box Account as contemplated in, Section 9-104 (and similar and related provisions) of the
UCC. You hereby represent that you have not entered into any agreement that grants to or confers upon any other party control of the Lock-
Box or the Lock-Box Account and you agree that you will not enter into any such agreement during the term of this letter agreement.
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