Kodak 2011 Annual Report Download - page 254

the legality, validity, effectiveness, adequacy or enforceability of this Agreement and each other Loan Document and any other agreement, arrangement or
document entered into, made or executed in anticipation of, under or in connection with any Loan Document;
(v) determining compliance or non-compliance with any condition hereunder to the making of a Loan, or the issuance of a
Letter of Credit and the form and substance of all evidence delivered in connection with establishing the satisfaction of each such condition;
(vi) the adequacy, accuracy and/or completeness of any information delivered by the Agent, any other Lender or by any of
their respective Related Parties under or in connection with this Agreement or any other Loan Document, the transactions contemplated hereby and
thereby or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Loan
Document.
SECTION 7.09. No Other Duties, etc. Anything herein to the contrary notwithstanding, none of the Persons acting as, Arranger or
Syndication Agent listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan
Documents, except in its capacity, as applicable, as the Agent, Collateral Agent or as a Lender hereunder.
SECTION 7.10. Agent May File Proofs of Claim.
In case of the pendency of any proceeding under any Bankruptcy Law or any other
judicial proceeding relative to any Loan Party, the Agent (irrespective of whether the principal of any Loan or Letter of Credit Obligation shall then be due
and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on any Borrower) shall
be entitled and empowered, by intervention in such proceeding or otherwise:
(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans,
Letter of Credit Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable
in order to have the claims of the Lenders, the Issuing Banks and the Agent (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Lenders, the Issuing Banks and the Agent and their respective agents and counsel and all other amounts due the
Lenders, the Issuing Banks and the Agent hereunder) allowed in such judicial proceeding; and
(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;
and any custodian, receiver, interim receiver, monitor, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is
hereby authorized by each Lender and Issuing Bank to make such payments to the Agent and, if the Agent shall consent to the making of such payments
directly to the Lenders and Issuing Bank, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of
the Agent and its agents and counsel, and any other amounts due the Agent hereunder.
SECTION 7.11. Intercreditor Agreement. Each of the Lenders hereby authorizes and directs the Agent to enter into the Intercreditor
Agreement on behalf of such Lender and agrees that the Agent in its various capacities thereunder may take such actions on its behalf as is contemplated by
the terms of the Intercreditor Agreement. Each Lender hereunder (a) consents to any subordination of Liens provided for in the Intercreditor Agreement,
(b) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, (c) authorizes and instructs the Agent
to enter into the Intercreditor Agreement as Agent and on behalf of such Lender and (d) agrees that the Agent may
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