Kodak 2011 Annual Report Download - page 252

The failure of any Lender to reimburse the Agent or any Issuing Bank promptly upon demand for its ratable share of any amount required to be paid by the
Lenders to the Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Agent or any Issuing Bank for its
ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Agent or any Issuing Bank for such
other Lender’s ratable share of such amount. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and
obligations of each Lender contained in this Section 7.05
shall survive the payment in full of principal, interest and all other amounts payable hereunder and
under the Notes. Each of the Agent and each Issuing Bank agrees to return to the Lenders their respective ratable shares of any amounts paid under this
Section 7.05 that are subsequently reimbursed by the Company.
SECTION 7.06. Delegation of Duties . The Agent may perform any and all of its duties and exercise its rights and powers hereunder
or under any other Loan Document by or through any one or more co-agents or sub-agents appointed by the Agent. The Agent and any such co-agent or
sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. Each such co-agent and
sub-agent and the Related Parties of the Agent and each such co-agent and sub-agent (including their respective Affiliates in connection with the
syndication of the Revolving Credit Facility) shall be entitled to the benefits of all provisions of this Article VII and Article VIII (as though such co-
agents and sub-agents were the “Agent” under the Loan Documents) as if set forth in full herein with respect thereto.
SECTION 7.07. Resignation of Agent . (a) The Agent may at any time give notice to the Lenders and the Company of its resignation
in respect of (x) each of the Facilities, (y) the Term Facility, but not the Revolving Credit Facility or the Letter of Credit Facility or (z) the Revolving Credit
Facility and the Letter of Credit Facility, but not the Term Facility. Upon receipt of any such notice of resignation, the Required Lenders (or in the case of a
resignation (x) in respect of the Term Facility, but not the Revolving Credit Facility or the Letter of Credit Facility, the Required Term Lenders, or (y) in
respect of the Revolving Credit Facility and the Letter of Credit Facility, but not the Term Facility, the Required Revolving Lenders) shall have the right, in
consultation with the Company, to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with
an office in New York, New York. If no such successor shall have been so appointed by the Required Lenders (or the Required Term Lenders or the
Required Revolving Lenders, if applicable) and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation
(such 30-day period, the “ Lender Appointment Period ”), then the retiring Agent may on behalf of the applicable Lenders, appoint a successor Agent
meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Lenders, a
successor Agent, the retiring Agent may at any time upon or after the end of the Lender Appointment Period notify the Company and the Lenders that no
qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation. Upon the resignation effective
date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s
resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under
the other Loan Documents in respect of the Facilities as to which it has resigned and (ii) all payments, communications and determinations provided to be
made by, to or through the Agent shall instead be made by or to each applicable Lender directly, until such time as the Required Lenders (or the Required
Term Lenders or the Required Revolving Lenders, if applicable) appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of
a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as
Agent of the retiring (or retired) Agent in respect of the Facilities as to which it has resigned, and the retiring Agent shall be discharged from all of its duties
and obligations as Agent hereunder or under the other Loan Documents in respect of the Facilities as to which it has resigned (if not already discharged
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