McKesson 2005 Annual Report Download - page 317

3. If the Seller has any outstanding Capital under the Purchase Agreement, at or before 12:00 noon, local time of the Seller, on the Effective
Date the Purchaser shall pay to the Seller, in immediately available funds, an amount equal to the sum of (i) the Transferred Percentage of the
outstanding Capital of the Seller’s Purchaser Interests (such amount, being hereinafter referred to as the “Purchaser’s Capital”); (ii) all accrued
but unpaid (whether or not then due) Yield attributable to the Purchaser’s Capital; and (iii) accruing but unpaid fees and other costs and
expenses payable in respect of the Purchaser’s Capital for the period commencing upon each date such unpaid amounts commence accruing, to
and including the Effective Date (the “Purchaser’s Acquisition Cost”);
whereupon, the Seller shall be deemed to have sold, transferred and assigned to the Purchaser, without recourse, representation or warranty
(except as provided in paragraph 6 below), and the Purchaser shall be deemed to have hereby irrevocably taken, received and assumed from the
Seller, the Transferred Percentage of the Seller’s Commitment and the Capital of the Seller’s Purchaser Interests (if applicable) and all related
rights and obligations under the Purchase Agreement and the Transaction Documents, including, without limitation, the Transferred Percentage
of the Seller’s future funding obligations under Section 4.1 of the Purchase Agreement.
4. Concurrently with the execution and delivery hereof, the Seller will provide to the Purchaser copies of all documents requested by the
Purchaser which were delivered to such Seller pursuant to the Purchase Agreement.
5. Each of the parties to this Assignment Agreement agrees that at any time and from time to time upon the written request of any other
party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in
order to effect the purposes of this Assignment Agreement.
6. By executing and delivering this Assignment Agreement, the Seller and the Purchaser confirm to and agree with each other, the Collateral
Agent and the Committed Purchasers as follows: (a) other than the representation and warranty that it has not created any Adverse Claim upon
any interest being transferred hereunder, the Seller makes no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made by any other Person in or in connection with the Purchase Agreement or the Transaction
Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Purchaser, the Purchase Agreement or
any other instrument or document furnished pursuant thereto or the perfection, priority, condition, value or sufficiency of any collateral; (b) the
Seller makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Seller, any Obligor, any
Seller Affiliate or the performance or observance by the Seller, any Obligor, any Seller Affiliate of any of their respective obligations under the
Transaction Documents or any other instrument or document furnished pursuant thereto or in connection therewith; (c) the Purchaser confirms
that it has received a copy of the Transaction Documents, together with such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into this Assignment Agreement; (d) the Purchaser will, independently and without reliance
upon the Collateral Agent, the Conduit Purchasers, the Seller or any other Committed Purchaser or Purchaser and based on such documents
and information as it shall deem appropriate at the time,
VII-2