McKesson 2005 Annual Report Download - page 239

(P) maintain at all times the Required Capital Amount and refrain from making any dividend, distribution, redemption of capital stock
or payment of any subordinated indebtedness which would cause the Required Capital Amount to cease to be so maintained; and
(Q) take such other actions as are necessary on its part to ensure that the facts and assumptions set forth in the opinion issued on the
Effective Date by Bingham McCutchen LLP as counsel for Seller and the Originator relating to substantive consolidation issues, and in the
certificates accompanying such opinion, remain true and correct in all material respects at all times.
(j) Collections. Such Seller Party shall cause (1) all proceeds from all Lock-Boxes to be directly deposited by a Collection Bank into a
Collection Account and (2) each Lock-Box and Collection Account to be, at all times, subject to a Collection Account Agreement that is in full
force and effect. In the event any payments relating to Receivables are remitted directly to Seller or any Affiliate of Seller, Seller shall remit (or
shall cause all such payments to be remitted) directly to a Collection Bank and deposited into a Collection Account within two (2) Business
Days following receipt thereof and, at all times prior to such remittance, Seller shall itself hold or, if applicable, shall cause such payments to
be held in trust for the exclusive benefit of the Collateral Agent, the Managing Agents and the Purchasers. Seller shall maintain exclusive
ownership, dominion and control (subject to the terms of this Agreement) of each Lock-Box and Collection Account and shall not grant the
right to take dominion and control of any Lock-Box or Collection Account at a future time or upon the occurrence of a future event to any
Person, except to the Collateral Agent as contemplated by this Agreement.
(k) Taxes. Such Seller Party shall file all tax returns and reports required by law to be filed by it and shall promptly pay all taxes and
governmental charges at any time owing, except any such taxes which are not yet delinquent or are being diligently contested in good faith by
appropriate proceedings and for which adequate reserves in accordance with generally accepted accounting principles shall have been set aside
on its books.
(l) Corporate Ownership. The Seller shall remain a wholly-owned, direct or indirect Subsidiary of McKesson and CGSF.
Section 6.2 Negative Covenants of the Seller Parties. Until the date on which the Aggregate Unpaids have been indefeasibly paid in full
and this Agreement terminates in accordance with its terms, each Seller Party hereby covenants, as to itself, that:
(a) Name Change, Offices and Records. Such Seller Party will not make any change to its name (within the meaning of Section 9-507(c)
of any applicable enactment of the UCC), type or jurisdiction of organization or location of books and records unless, at least thirty (30) days
prior to the effective date of any such name change, change in type or jurisdiction of organization, or change in location of its books and
records such Seller Party notifies the Collateral Agent and each Managing Agent thereof and (except with respect to a change of location of
books and records) delivers to the Collateral Agent (i) such financing statements (Forms UCC-1 and UCC-3) as the Collateral Agent or any
Managing Agent may reasonably request to reflect such name change, change in type or jurisdiction of organization, (ii) if the
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