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McKesson 2005 Annual Report Download - page 318

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continue to make its own credit decisions in taking or not taking action under the Purchase Agreement and the Transaction Documents; (e) the

Purchaser appoints and authorizes the Collateral Agent to take such action as collateral agent on its behalf and to exercise such powers under

the Transaction Documents as are delegated to the Collateral Agent by the terms thereof, together with such powers as are reasonably

incidental thereto; (f) the Purchaser appoints and authorizes the Collateral Agent to take such action as collateral agent on its behalf and to

exercise such powers under the Transaction Documents as are delegated to the Collateral Agent by the terms thereof, together with such

powers as are reasonably incidental thereto; and (g) the Purchaser agrees that it will perform in accordance with their terms all of the

obligations which, by the terms of the Purchase Agreement and the Transaction Documents, are required to be performed by it as a Committed

Purchaser or, when applicable, as a Purchaser.

7. Each party hereto represents and warrants to and agrees with the Collateral Agent that it is aware of and will comply with the provisions

of the Purchase Agreement, including, without limitation, Sections 4.1 and 14.6 thereof.

8. Schedule I hereto sets forth the revised Commitment of the Seller and the Commitment of the Purchaser, as well as administrative

information with respect to the Purchaser.

9. THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF

THE STATE OF NEW YORK.

10. The Purchaser hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of all senior

indebtedness for borrowed money of the Conduits, it will not institute against, or join any other Person in instituting against, any Conduit, any

bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States

or any state of the United States.

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