McKesson 2005 Annual Report Download - page 245

any corporate action to authorize any of the actions set forth in clause (i) above in this subsection (d).
(e) The aggregate Purchaser Interests shall exceed 100% and shall continue as such until the earlier of (i) one Business Day following the
date any Seller Party has actual knowledge thereof and (ii) the next Settlement Date.
(f) As at the end of any calendar month, the Delinquency Ratio shall exceed 4.5%, or the Loss-to-Balance Ratio shall exceed 4.0%, or
the Receivables Dilution Ratio shall exceed 9.25%.
(g) A Change of Control shall occur with respect to any Seller Party.
(h) One or more final judgments for the payment of money shall be entered against Seller or one or more final judgments for the
payment of money in excess of $25,000,000 shall be entered against any other Seller Party on claims not covered by insurance or as to which
the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for fifteen (15) consecutive days
without a stay of execution.
(i) (i) Any “Amortization Event” or the “Amortization Date” shall occur under either Receivables Sale Agreement, (ii) the Originator
shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to
CGSF under the Tier One Receivables Sale Agreement, or (iii) CGSF shall for any reason cease to transfer, or cease to have legal capacity to
transfer, or otherwise be incapable of transferring Receivables to Seller under the Tier Two Receivables Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the
legally valid, binding and enforceable obligation of Seller, or any Obligor on Receivables constituting a material portion of the Receivables
shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Collateral Agent for the
benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the
Collections with respect thereto and the Collection Accounts.
Section 8.2 Remedies.
(a) Upon the occurrence and during the continuation of an Amortization Event, the Collateral Agent may with the consent of, and shall,
upon the direction of, any Managing Agent, take any of the following actions (with written notice to the Seller): (i) declare the Amortization
Date to have occurred, whereupon the Amortization Date shall forthwith occur, without demand, protest or further notice of any kind, all of
which are hereby expressly waived by each Seller Party; provided, however, that upon the occurrence of an Amortization Event described in
Section 8.1(d), or of an actual or deemed entry of an order for relief with respect to any Seller Party under the Federal Bankruptcy Code, the
Amortization Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by
each Seller Party, (ii) to the fullest extent permitted by applicable law, declare that the Default Fee shall accrue with respect to any of the
Aggregate Unpaids outstanding at such time,
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