McKesson 2005 Annual Report Download - page 234

Collateral Agent, the Managing Agents, and the Purchasers under or as contemplated by this Agreement.
Any report, statement or other material required to be delivered pursuant to this clause (a) shall be deemed to have been furnished to the
Collateral Agent and the Managing Agents on the date that such report, statement or other material is posted on the EDGAR system of the
Securities and Exchange Commission or the website of the Originator at www.mckesson.com.
(b) Notices. Such Seller Party will notify the Collateral Agent and each Managing Agent in writing of any of the following promptly
upon learning of the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto:
(i) Amortization Events or Potential Amortization Events. The occurrence of each Amortization Event and each Potential Amortization
Event, by a statement of an Authorized Officer of such Seller Party.
(ii) Judgment and Proceedings. (A) The entry of any judgment or decree against (1) the Servicer or any of its respective Material
Subsidiaries if the amount of any such judgment or decree against the Servicer or one of its Material Subsidiaries exceeds $25,000,000 after
deducting (a) the amount with respect to which the Servicer or any such Material Subsidiary is insured and with respect to which the insurer
has assumed responsibility in writing, and (b) the amount for which the Servicer or any such Material Subsidiary is otherwise indemnified if
the terms of such indemnification are satisfactory to the Collateral Agent and the Managing Agents, or (2) Seller; or (B) The institution of
any litigation, arbitration proceeding or governmental proceeding against CGSF and the Seller.
(iii) Material Adverse Effect. The occurrence of any event or condition that has, or could reasonably be expected to have, a Material
Adverse Effect.
(iv) Receivables Sale Agreement Amortization Date. The occurrence of the “Amortization Date” under either Receivables Sale
Agreement.
(v) Defaults Under Other Agreements. The occurrence of a default or an event of default under any other financing arrangement
pursuant to which such Seller Party is a debtor or an obligor that is reasonably likely to result in a Material Adverse Effect.
(vi) Downgrade of the Originator. Any downgrade in the rating of any Indebtedness of the Originator by S&P, Fitch or Moody’s, setting
forth the Indebtedness affected and the nature of such change.
(c) Compliance with Laws and Preservation of Corporate Existence. Such Seller Party will comply in all respects with all applicable
laws, rules, regulations, orders, writs, judgments, 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. Such Seller Party will preserve and maintain its corporate
existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a
foreign
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