McKesson 2005 Annual Report Download - page 230

such Contract is in violation of any such law, rule or regulation, except where such contravention or violation could not reasonably be expected
to have a Material Adverse Effect.
(r) Compliance with Credit and Collection Policy. Such Seller Party has complied in all material respects with the Credit and Collection
Policy with regard to each Receivable and the related Contract, and has not made any material change to such Credit and Collection Policy,
except such material change as to which the Collateral Agent has been notified in accordance with Section 6.1(a)(vii).
(s) Payments to CGSF and Originator. With respect to each Receivable transferred to CGSF under the Tier One Receivables Sale
Agreement, CGSF has given reasonably equivalent value to the Originator in consideration therefor and with respect to each Receivable
transferred to Seller under the Tier Two Receivables Sale Agreement, Seller has given reasonably equivalent value to CGSF in consideration
therefor, and no such transfer has been made for or on account of an antecedent debt.
(t) Enforceability of Contracts. Each Contract with respect to each Receivable is effective to create, and has created, a legal, valid and
binding obligation of the related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon,
enforceable against the Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency,
reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law).
(u) Eligible Receivables. Each Receivable included in the Net Receivables Balance as an Eligible Receivable on the date of its purchase
under each Receivables Sale Agreement was an Eligible Receivable on such purchase date.
(v) Net Receivables Balance. Each Seller Party has determined that, immediately after giving effect to each purchase hereunder, the Net
Receivables Balance is at least equal to the sum of (i) the Aggregate Capital, plus (ii) the Aggregate Reserves.
(w) Accounting. Each Seller Party accounts for the transactions contemplated by this Agreement and the Receivables Sale Agreements
on its books and records and, for purposes of generally accepted accounting principles, as sales.
(x) Compliance with Representations. On and as of the date of each purchase of a Purchaser Interest hereunder and the date of each
Reinvestment hereunder, each Seller Party hereby represents and warrants that all of the other representations and warranties made by it set
forth in this Section 4.1 are true and correct on and as of the date of such purchase or Reinvestment (and after giving effect to such purchase or
Reinvestment) as though made on and as of each such date (except where such representation or warranty relates to an earlier date, in which
case as of such earlier date).
Section 4.2 Committed Purchaser Representations and Warranties. Each Committed Purchaser hereby represents and warrants to the
Collateral Agent, the Managing Agents and the Conduit Purchasers that:
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