McKesson 2005 Annual Report Download - page 232

(d) No Amortization Event or Potential Amortization Event shall have occurred and be continuing and the Amortization Date shall not
have occurred;
(e) The Collateral Agent and each Managing Agent shall have received all fees and expenses required to be paid on the Effective Date
pursuant to the terms of this Agreement and the Fee Letter and each of STCM, BTM and Rabobank shall have received the upfront fees
required to be paid on the Effective Date pursuant to the terms of that certain letter agreement of even date herewith among the Seller,
McKesson, STCM, BTM and Rabobank; and
(f) Each of the Collateral Agent and each Managing Agent and each Purchaser shall have received such other approvals and documents
as it has reasonably requested from the Seller or McKesson.
Section 5.2 Conditions Precedent to All Purchases and Reinvestment. Each purchase of a Purchaser Interest and each Reinvestment shall
be subject to the conditions precedent that (a) in the case of each such purchase or Reinvestment, the Servicer shall have delivered to the
Managing Agents on or prior to the date of such purchase, in form and substance satisfactory to the Managing Agents, all Monthly Reports as
and when due under Section 7.5 and (ii) upon the Collateral Agent’s or any Managing Agent’s request, the Servicer shall have delivered to the
Managing Agents at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible
Receivables or such other form of report in form and substance reasonably satisfactory to the Managing Agents showing adequate information
relating to the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) no Amortization Event or, with
respect to any Incremental Purchase, no Potential Amortization Event shall have occurred; (d) the Originator and CGSF shall have marked
their respective records evidencing the Receivables in a manner satisfactory to the Collateral Agent, and (e) the Collateral Agent shall have
received such other approvals, opinions or documents as it may reasonably request. With respect to each Incremental Purchase and
Reinvestment, as a condition to such Incremental Purchase or Reinvestment, on the date of such purchase the Seller represents and warrants
that the representations and warranties set forth in Section 4.1 are true and correct on and as of the date of such Incremental Purchase or
Reinvestment (and after giving effect thereto) as though made on and as of such date (except where such representation or warranty relates to
an earlier date, in which case as of such earlier date).
ARTICLE VI
COVENANTS
Section 6.1 Affirmative 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, as set forth below:
(a) Financial Reporting. Such Seller Party will maintain, for itself and each of its Material Subsidiaries, a system of accounting
established and administered in accordance with generally accepted accounting principles, and furnish to the Collateral Agent and the
Managing Agents:
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