McKesson 2005 Annual Report Download - page 292

generally or of any material portion of the Receivables; provided, that the insolvency of, or any other event with respect to, any Obligor or
Obligors which results in the Eligible Receivables from such Obligor or Obligors ceasing to be Eligible Receivables shall not be deemed to
have a “Material Adverse Effect” so long as (x) immediately after giving effect to such insolvency or event, as applicable, the Net Receivables
Balance less the Aggregate Reserves equals or exceeds the Aggregate Capital, and (y) such insolvency or event, as applicable, does not
materially adversely affect the ability of the initial Servicer to perform its obligations and duties under this Agreement.
“Material Subsidiary” means, at any time, any Subsidiary of McKesson having at such time ten percent (10%) or more of
McKesson’s consolidated total (gross) revenues for the preceding four fiscal quarter period, as of the last day of the preceding fiscal quarter
based upon McKesson’s most recent annual or quarterly financial statements delivered to the Collateral Agent and the Managing Agents under
Section 6.1(a).
“McKesson” has the meaning set forth in the preamble to this Agreement.
“Monthly Report” means a report, in substantially the form of Exhibit X hereto (appropriately completed), furnished by the Servicer
to the Managing Agents pursuant to Section 7.5.
“Monthly Settlement Date” means the twentieth (20th) day of each month, or, if such date is not a Business Day, the next succeeding
Business Day.
“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.
“Net Receivables Balance” means, at any time, the aggregate Outstanding Balance of all Eligible Receivables at such time (net of all
Earned Discounts and quarterly volume rebates then in effect) reduced by (i) the aggregate amount by which the Outstanding Balance of all
Eligible Receivables of each Obligor and its Affiliates exceeds the Concentration Limit for such Obligor, (ii) the aggregate amount by which
the Outstanding Balance of all Government Receivables exceeds the Government Receivables Limit, (iii) the aggregate amount by which the
Outstanding Balance of all Extended Term Receivables exceeds the Extended Term Receivables Limit and (iv) the excess of (A) the
Outstanding Balance of all Eligible Receivables with respect to which Eckerd Drug Co. or The Jean Coutu Group (PJC) USA Inc. (d/b/a
Brooks Pharmacy) is the Obligor over (B) an amount equal to 7.83% of the aggregate Outstanding Balance of all Eligible Receivables (net of
all Earned Discounts and quarterly volume rebates).
“Net Worth” means the sum of a capital stock and additional paid in capital plus retained earnings (or minus accumulated deficits) of
the Originator and its Subsidiaries determined on a consolidated basis in conformity with generally accepted accounting principles on such
date.
“Nieuw Amsterdam” means Nieuw Amsterdam Receivables Corporation, a Delaware corporation, in its individual capacity and its
successors.
“Obligations ” shall have the meaning set forth in Section 2.1.
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