Kodak 2011 Annual Report Download - page 253

therefrom as provided above in this paragraph). The fees payable by the Company to a successor Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Company and such successor. After the retiring Agent’s resignation hereunder and under the other Loan
Documents, the provisions of this Article and Section 7.05 and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-
agents and
their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.
(b) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the
Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance
or extension is to occur on or after the effective date of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such
successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (ii) the retiring Issuing Bank
shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents arising on or after the effective date of
such successor’s appointment, and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at
the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing
Bank with respect to such Letters of Credit.
(c) If at any time the Person acting as “Agent” in respect of the Term Facility is not the Person acting as “Agent” in respect of the
Revolving Facility and the Letter of Credit Facility, the term “Agent” as used herein shall be deemed a collective reference to each such Person, the
applicable provisions of this Agreement and the other Loan Documents shall be construed accordingly, mutatis mutandis , and such Persons shall cooperate
in the administration of this Agreement and the other Loan Documents to the extent necessary or appropriate.
SECTION 7.08. Non-Reliance on Agent and Other Lenders . (a) Each Lender confirms to the Agent, each other Lender and each of
their respective Related Parties that it (i) possesses (individually or through its Related Parties) such knowledge and experience in financial and business
matters that it is capable, without reliance on the Agent, any other Lender or any of their respective Related Parties, of evaluating the merits and risks
(including tax, legal, regulatory, credit, accounting and other financial matters) of (x) entering into this Agreement, (y) making Loans and other extensions
of credit hereunder and under the other Loan Documents and (z) in taking or not taking actions hereunder and thereunder, (ii)
is financially able to bear such
risks and (iii) has determined that entering into this Agreement and making Loans and other extensions of credit hereunder and under the other Loan
Documents is suitable and appropriate for it.
(b) Each Lender acknowledges that (i) it is solely responsible for making its own independent appraisal and investigation of all risks
arising under or in connection with this Agreement and the other Loan Documents, (ii) that it has, independently and without reliance upon the Agent, any
other Lender or any of their respective Related Parties, made its own appraisal and investigation of all risks associated with, and its own credit analysis and
decision to enter into, this Agreement based on such documents and information, as it has deemed appropriate and (iii) it will, independently and without
reliance upon the Agent, any other Lender or any of their respective Related Parties, continue to be solely responsible for making its own appraisal and
investigation of all risks arising under or in connection with, and its own credit analysis and decision to take or not take action under, this Agreement and
the other Loan Documents based on such documents and information as it shall from time to time deem appropriate, which may include, in each case:
(iv) the financial condition, status and capitalization of the Company and each other Loan Party;
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