McKesson 2005 Annual Report Download - page 252

Managing Agent shall have received such advice, the Collateral Agent or such Managing Agent may take or refrain from taking any action, as
the Collateral Agent or such Managing Agent shall deem advisable and in the best interests of the Purchasers. The Collateral Agent and the
Managing Agents shall in all cases be fully protected in acting, or in refraining from acting, in accordance with a request of the related Conduit
Purchasers or the Required Committed Purchasers or all of the Purchasers, as applicable, and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Purchasers.
Section 10.5 Non-Reliance on Agents and Other Purchasers. Each Purchaser expressly acknowledges that none of the Collateral Agent,
the Managing Agents or any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates has made any
representations or warranties to it and that no act by the Collateral Agent or any Managing Agent hereafter taken, including, without limitation,
any review of the affairs of any Seller Party, shall be deemed to constitute any representation or warranty by the Collateral Agent or such
Managing Agent. Each Purchaser represents and warrants to the Collateral Agent and the Managing Agents that it has and will, independently
and without reliance upon the Collateral Agent, any Managing Agent or any other Purchaser and based on such documents and information as
it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, prospects, financial and other
conditions and creditworthiness of Seller and made its own decision to enter into this Agreement, the other Transaction Documents and all
other documents related hereto or thereto.
Section 10.6 Reimbursement and Indemnification. The Committed Purchasers agree to reimburse and indemnify the Collateral Agent
and its respective officers, directors, employees, representatives and agents ratably according to their Pro Rata Shares, to the extent not paid or
reimbursed by the Seller Parties (i) for any amounts for which the Collateral Agent, acting in its capacity as Collateral Agent, is entitled to
reimbursement by the Seller Parties hereunder and (ii) for any other expenses incurred by the Collateral Agent, in its capacity as Collateral
Agent, in connection with the administration and enforcement of this Agreement and the other Transaction Documents. The Committed
Purchasers in each Purchaser Group agree to reimburse and indemnify the related Managing Agent and its respective officers, directors,
employees, representatives and agents ratably according to their Commitments, to the extent not paid or reimbursed by the Seller Parties (i) for
any amounts for which such Managing Agent, acting in its capacity as Managing Agent, is entitled to reimbursement by the Seller Parties
hereunder and (ii) for any other expenses incurred by such Managing Agent, in its capacity as Managing Agent, in connection with the
administration and enforcement of this Agreement and the other Transaction Documents.
Section 10.7 Agents in their Individual Capacities. The Collateral Agent, each Managing Agent and each of its respective Affiliates may
make loans to, accept deposits from and generally engage in any kind of business with Seller or any Affiliate of Seller as though it were not the
Collateral Agent or a Managing Agent hereunder. With respect to the acquisition of Purchaser Interests pursuant to this Agreement, the
Collateral Agent and each Managing Agent shall have the same rights and powers under this Agreement in its individual capacity as any
Purchaser and may exercise the same as though it were not the Collateral Agent or a Managing Agent, and the terms “Committed Purchaser,”
“Purchaser,” “Committed Purchasers” and
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