McKesson 2005 Annual Report Download - page 253

“Purchasers” shall include the Collateral Agent and each Managing Agent in its individual capacity.
Section 10.8 Successor Agent. The Collateral Agent and each Managing Agent may, upon five (5) days’ notice to Seller and the
Purchasers, and the Collateral Agent or any Managing Agent will, upon the direction of all of the Purchasers (other than such Collateral Agent
or Managing Agent, in its individual capacity, as applicable) resign as Collateral Agent or Managing Agent, as applicable. If the Collateral
Agent or a Managing Agent shall resign, then the Required Committed Purchasers, in the case of the Collateral Agent, or the Committed
Purchasers of the related Purchaser Group, in the case of a Managing Agent during such five-day period shall appoint from among the
Committed Purchasers, in the case of the Collateral Agent, or the Committed Purchasers of the related Purchaser Group, in the case of a
Managing Agent, a successor agent. If for any reason no successor agent is appointed by the Required Committed Purchasers, in the case of the
Collateral Agent, or the Committed Purchasers of the related Purchaser Group, in the case of a Managing Agent, during such five-day period,
then effective upon the termination of such five-day period, the Committed Purchasers, in the case of the Collateral Agent, and the Committed
Purchasers of the related Purchaser Group, in the case of a Managing Agent, shall perform all of the duties of the Collateral Agent or the
applicable Managing Agent hereunder and under the other Transaction Documents and Seller and the Servicer (as applicable) shall make all
payments in respect of the Aggregate Unpaids directly to the applicable Purchasers and for all purposes shall deal directly with the Purchasers.
After the effectiveness of any retiring Collateral Agent’s or Managing Agent’s resignation hereunder as Collateral Agent or Managing Agent,
as applicable, the retiring Collateral Agent or Managing Agent shall be discharged from its duties and obligations hereunder and under the
other Transaction Documents and the provisions of this Article X and Article IX shall continue in effect for its benefit with respect to any
actions taken or omitted to be taken by it while it was Collateral Agent or Managing Agent under this Agreement and under the other
Transaction Documents.
ARTICLE XI
ASSIGNMENTS; PARTICIPATIONS
Section 11.1 Assignments.
(a) Seller and each Committed Purchaser hereby agree and consent to the complete or partial assignment by each Conduit Purchaser of
all or any portion of its rights under, interest in, title to and obligations under this Agreement (i) to the related Committed Purchasers pursuant
to this Agreement or pursuant to a Liquidity Agreement, (ii) to any other issuer of commercial paper notes sponsored or administered by the
Managing Agent of such Conduit’s Purchaser Group and with a rating of at least A-1/P-1 or (iii) to any other Person; provided that, prior to the
occurrence of an Amortization Event, such Conduit Purchaser may not make any such assignment pursuant to this clause (iii), except in the
event that the circumstances described in Section 11.1(c) occur, without the consent of Seller (which consent shall not be unreasonably
withheld or delayed), and upon such assignment, such Conduit Purchaser shall be released from its obligations so assigned. Further, Seller and
each Committed Purchaser hereby agree that any assignee of any Conduit Purchaser of this Agreement or all or any of the Purchaser Interests
of such Conduit Purchaser shall have all of the rights and benefits under this
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