McKesson 2005 Annual Report Download - page 229

Number is correctly set forth on Exhibit III. Each Seller Party is organized solely under the laws of the State of Delaware.
(l) Collections. The conditions and requirements set forth in Section 6.1(j) and Section 7.2 have at all times been satisfied and duly
performed. The names and addresses of all Collection Banks, together with the account numbers of the Collection Accounts of Seller at each
Collection Bank and the post office box number of each Lock-Box, are listed on Exhibit IV.
(m) Material Adverse Effect. (i) The initial Servicer represents and warrants that, since December 31, 2003, no event has occurred with
respect to the initial Servicer that would have a material adverse effect on its financial condition or operations or its ability to perform its
obligations under this Agreement and (ii) Seller represents and warrants that since December 31, 2003, no event has occurred that would have
a material adverse effect on (A) the financial condition or operations of Seller, (B) the ability of Seller to perform its obligations under this
Agreement or (C) the collectibility of the Receivables generally or any material portion of the Receivables; provided, that with respect to each
of clause (i) and clause (ii), the insolvency of, or any other event with respect to, any Obligor or Obligors which results in the Eligible
Receivables from such Obligor or Obligors ceasing to be Eligible Receivables shall not be deemed to have a Material Adverse Effect so long as
(x) immediately after giving effect to such insolvency or event, as applicable, the Net Receivables Balance less the Aggregate Reserves equals
or exceeds the Aggregate Capital, and (y) such insolvency or event, as applicable, does not materially adversely affect the ability of the initial
Servicer to perform its obligations and duties under this Agreement.
(n) Names. In the past five (5) years, Seller has not used any corporate names, trade names or assumed names other than the name in
which it has executed this Agreement.
(o) Ownership of Seller. CGSF owns, directly or indirectly, 100% of the issued and outstanding capital stock of Seller, free and clear of
any Adverse Claim. Such capital stock is validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to
acquire securities of Seller.
(p) Not a Holding Company or an Investment Company. Such Seller Party is not a “holding company” or a “subsidiary holding
company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, or any successor
statute. Such Seller Party is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any
successor statute.
(q) Compliance with Law. Such Seller Party has complied in all respects with all applicable laws, rules, regulations, orders, writs,
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udgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected
to have a Material Adverse Effect. Each Receivable, together with the Contract related thereto, does not contravene any laws, rules or
regulations applicable thereto (including, without limitation, laws, rules and regulations relating to truth in lending, fair credit billing, fair credit
reporting, equal credit opportunity, fair debt collection practices and privacy), and no part of
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