McKesson 2005 Annual Report Download - page 286

(v) which is an “account” within the meaning of Section 9-105 of the UCC of all applicable jurisdictions,
(vi) which is denominated and payable only in United States dollars in the United States,
(vii) which arises under a Contract in substantially the form of one of the form contracts set forth on Exhibit IX hereto or otherwise
approved by the Collateral Agent in writing, which, together with such Receivable, is in full force and effect and constitutes the legal, valid
and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms subject to no offset, rescission,
counterclaim or other defense,
(viii) which arises under a Contract which (A) does not require the Obligor under such Contract to consent to the transfer, sale or
assignment of the rights and duties of Seller under such Contract and (B) does not contain a confidentiality provision that purports to
restrict the ability of any Purchaser to exercise its rights under this Agreement.
(ix) which arises under a Contract that contains an obligation to pay a specified sum of money, contingent only upon the sale of
goods or the provision of services by the Originator, which goods shall have been sold and delivered and which services shall have been
fully performed,
(x) which, together with the Contract related thereto, does not contravene any law, rule or regulation applicable thereto (including,
without limitation, any law, rule and regulation relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity,
fair debt collection practices and privacy) and with respect to which no part of the Contract related thereto is in violation of any such law,
rule or regulation,
(xi) which satisfies in all material respects all applicable requirements of the Credit and Collection Policy,
(xii) which was generated in the ordinary course of Originator’s business pursuant to duly authorized Contracts,
(xiii) which arises solely from the sale of goods or the provision of services, within the meaning of Section 3(c)(5) of the Investment
Company Act of 1940, to the related Obligor by Originator, and not by any other Person (in whole or in part),
(xiv) which has been validly transferred by (a) the Originator to CGSF under the Tier One Receivables Sale Agreement and (b) by
CGSF to the Seller under the Tier Two Receivables Sale Agreement, and
(xv) in which the Collateral Agent has a valid and perfected security interest.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.
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