Kodak 2011 Annual Report Download - page 250

Documents). Each Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as
Agent being a member of the Agent’s Group, and that each member of the Agent’
s Group may undertake any Activities without further consultation with or
notification to any Lender. None of (d) this Agreement nor any other Loan Document, (e) the receipt by the Agent’s Group of information (including
Borrower Information) concerning the Loan Parties or their Affiliates (including information concerning the ability of the Loan Parties to perform their
respective Obligations hereunder and under the other Loan Documents) nor (f) any other matter shall give rise to any fiduciary, equitable or contractual
duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Lender including any
such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Loan Parties or their Affiliates) or for its own
account.
SECTION 7.03. Duties of Agent; Exculpatory Provisions . (a) The Agent’s duties hereunder and under the other Loan Documents
are solely ministerial and administrative in nature and the Agent shall not have any duties or obligations except those expressly set forth herein and in the
other Loan Documents. Without limiting the generality of the foregoing, (i) the Agent shall not be subject to any fiduciary or other implied duties,
regardless of whether a Default has occurred and is continuing, (ii) the Agent shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Agent is required to
exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in
the other Loan Documents), provided
that the Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the
Agent or any of its Affiliates to liability or that is contrary to any Loan Document or applicable law and (iii) the Agent shall not, except as expressly set
forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the
Company or any of its Affiliates that is communicated to or obtained by the Person serving as the Agent or any of its Affiliates in any capacity.
(b) The Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary, or as the Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 8.01 or 8.03 ) or (ii) in the absence of its own gross negligence or willful misconduct. The Agent shall be deemed
not to have knowledge of any Default or the event or events that give or may give rise to any Default unless and until the Company or any Lender shall
have given notice to the Agent describing such Default and such event or events.
(c) Neither the Agent nor any member of the Agent’s Group shall be responsible for or have any duty to ascertain or inquire into (i)
any statement, warranty, representation or other information made or supplied in or in connection with this Agreement, any other Loan Document or the
information presented to the other Lenders by the Company, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder
or in connection herewith or therewith or the adequacy, accuracy and/or completeness of the information contained therein, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the perfection
or priority of any Lien or security interest created or purported to be created by the Collateral Documents or (v)
the satisfaction of any condition set forth in
Article III or elsewhere herein, other than (but subject to the foregoing clause (ii) ) to confirm receipt of items expressly required to be delivered to the
Agent.
(d) Nothing in this Agreement or any other Loan Document shall require the Agent or any of its Related Parties to carry out any
“know your customer” or other checks in relation to any Person on behalf of any Lender and each Lender confirms to the Agent that it is solely responsible
for any
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