McKesson 2005 Annual Report Download - page 235

corporation in each jurisdiction where its business is conducted, except where the failure to so preserve and maintain or qualify could not
reasonably be expected to have a Material Adverse Effect.
(d) Audits. Such Seller Party will furnish to the Collateral Agent and each Managing Agent from time to time such information with
respect to it and the Receivables as the Collateral Agent or such Managing Agent may reasonably request. Such Seller Party will, from time to
time during regular business hours as requested by the Collateral Agent or such Managing Agent upon reasonable notice and at the sole cost of
such Seller Party, permit the Collateral Agent or such Managing Agent, or its agents or representatives, (i) to examine and make copies of and
abstracts from all Records in the possession or under the control of such Person relating to the Receivables and the Related Security, including,
without limitation, the related Contracts, and (ii) to visit the offices and properties of such Person for the purpose of examining such materials
described in clause (i) above, and to discuss matters relating to such Person’s financial condition or the Receivables and the Related Security or
any Person’s performance under any of the Transaction Documents or any Person’s performance under the Contracts (subject to confidentiality
restrictions in the relevant Contracts) and, in each case, with any of the officers or employees of Seller or the Servicer having knowledge of
such matters; provided, however, that prior to the Amortization Date, so long as no Amortization Event has occurred and is continuing, the
Collateral Agent, the Managing Agents and their respective agents or representatives shall not, on a collective basis, conduct the activities
described in clauses (i) and (ii) above more frequently than one time per year.
(e) Keeping and Marking of Records and Books.
(i) The Servicer will maintain and implement administrative and operating procedures (including, without limitation, an ability to
recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents,
books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation,
records adequate to permit the identification of each new Receivable and all Collections of and adjustments to each existing Receivable).
(ii) Such Seller Party will on or prior to the date hereof, mark its records and other books and records relating to the Purchaser Interests
with a legend, acceptable to the Collateral Agent, describing the Purchaser Interests.
(f) Compliance with Contracts and Credit and Collection Policy. Such Seller Party will timely and fully (i) perform and comply with all
provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, and (ii) comply in all
respects with the Credit and Collection Policy in regard to each Receivable and the related Contract, except, in each case, where the failure to
so comply would not result in a Material Adverse Effect. Seller will pay when due any taxes payable in connection with the Receivables,
exclusive of taxes on or measured by income or gross receipts of the Purchasers, the Collateral Agent, or the Managing Agents.
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