McKesson 2005 Annual Report Download - page 251

applicable law. The appointment and authority of the Collateral Agent and the Managing Agents hereunder shall terminate upon the
indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Collateral Agent and each Managing Agent, as
applicable, to execute each of the Uniform Commercial Code financing statements, this Agreement and such other Transaction Documents as
may require the Collateral Agent’s or a Managing Agent’s signature on behalf of such Purchaser (the terms of which shall be binding on such
Purchaser).
Section 10.2 Delegation of Duties. The Collateral Agent and the Managing Agents may execute any of their respective duties under this
Agreement and each other Transaction Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. Neither the Collateral Agent nor any Managing Agent shall be responsible for the negligence
or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Section 10.3 Exculpatory Provisions. None of the Collateral Agent, the Managing Agents or any of their respective directors, officers,
agents or employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this
Agreement or any other Transaction Document (except for its, their or such Person’s own gross negligence or willful misconduct), or
(ii) responsible in any manner to any of the Purchasers for any recitals, statements, representations or warranties made by any Seller Party
contained in this Agreement, any other Transaction Document or any certificate, report, statement or other document referred to or provided for
in, or received under or in connection with, this Agreement, or any other Transaction Document or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement, or any other Transaction Document or any other document furnished in
connection herewith or therewith, or for any failure of any Seller Party to perform its obligations hereunder or thereunder, or for the
satisfaction of any condition specified in Article V, or for the perfection, priority, condition, value or sufficiency of any collateral pledged in
connection herewith. Neither the Collateral Agent nor any Managing Agent shall be under any obligation to any Purchaser to ascertain or to
inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement or any other
Transaction Document, or to inspect the properties, books or records of the Seller Parties. Neither the Collateral Agent nor any Managing
Agent shall be deemed to have knowledge of any Amortization Event or Potential Amortization Event unless the Collateral Agent or such
Managing Agent, as applicable, has received notice from Seller or a Purchaser.
Section 10.4 Reliance by Agents. The Collateral Agent and the Managing Agents shall in all cases be entitled to rely, and shall be fully
protected in relying, upon any document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the
proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to Seller), independent
accountants and other experts selected by the Collateral Agent or any Managing Agent. The Collateral Agent and the Managing Agents shall in
all cases be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Document unless it shall first
receive such advice or concurrence of the Conduit Purchasers or the Required Committed Purchasers or all of the Purchasers, as applicable, as
they deem appropriate and they shall first be indemnified to their satisfaction by the Purchasers, provided that unless and until the Collateral
Agent or any
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