McKesson 2005 Annual Report Download - page 308

EXHIBIT V
FORM OF COMPLIANCE CERTIFICATE
This Compliance Certificate is furnished pursuant to that certain Amended and Restated Receivables Purchase Agreement dated as of
June 11, 2004 among CGSF Funding Corporation (the “Seller”), McKesson Corporation (the “Servicer”), the “Conduit Purchasers” from time
to time party thereto, the “Committed Purchasers” from time to time party thereto, the “Managing Agents” from time to time parties thereto
and Bank One, NA (Main Office Chicago), as Collateral Agent for the Purchasers (as amended, restated, supplemented or otherwise modified
from time to time, the “Agreement ”).
THE UNDERSIGNED HEREBY CERTIFIES THAT:
1. I am the duly elected of Seller.
2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the
transactions and conditions of Seller and its Subsidiaries during the accounting period covered by the attached financial statements.
3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which
constitutes an Amortization Event or Potential Amortization Event, as each such term is defined under the Agreement, during or at the end of
the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth in paragraph 5 below.
4. Schedule I attached hereto sets forth financial data and computations evidencing the compliance with certain covenants of the Agreement,
all of which data and computations are true, complete and correct.
5. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during
which it has existed and the action which Seller has taken, is taking, or proposes to take with respect to each such condition or event:
V-1
To: Bank One, NA (Main Office Chicago), Wachovia Bank, N.A., The Bank of Nova Scotia, SunTrust Capital Markets, Inc., BTM Capital
Corporation and Rabobank, as Managing Agents