Reliance Waivers Etc. 37 7.1 Reliance 37 7.2 No Warranties or Liability 37 7.3 No Waiver of Lien Priorities 38 7.4 Waiver of Liability 39 7.5 Obligations Unconditional 40 SECTION 8. MISCELLANEOUS 40 8.1 Conflicts 40 8.2 Effectiveness; Continuing Nature of this Agreement; Severability 40 8.3 Amendments; Waivers 41 8.4 Information Concerning Financial Condition of the Obligors and its Subsidiaries 42 8.5 Subrogation 42 8.6 Application of Payments 42 8.7 SUBMISSION TO JURISDICTION; WAIVERS 43 8.8 Notices 44 8.9 Further Assurances 44 8.10 CHOICE OF LAW 44 8.11 Binding on Successors and Assigns 44 8.12 Headings 44 8.13 Counterparts 45 8.14 Authorization; Binding Effect on Claimholders 45 8.15 Exclusive Means of Exercising Rights under this Agreement 45
Reliance Waivers Etc. Other than any reliance on the terms of this Agreement, the ABL Facility Collateral Agent, on behalf of itself and the other ABL Facility Secured Parties, acknowledges that it and such ABL Facility Secured Parties, as the case may be, have, independently and without reliance on the Term Loan Collateral Agent or any Term Loan Secured Parties, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into the ABL Facility Documents and be bound by the terms of this Agreement and they will continue to make their own credit decision in taking or not taking any action under the ABL Facility Credit Agreement or this Agreement.
Reliance Waivers Etc. 23 7.1 Reliance...................................................................................... 23 7.2 No Warranties or Liability.................................................................... 24 7.3 No Waiver of Lien Priorities.................................................................. 24
Reliance Waivers Etc. 41 10.1 Reliance 41 10.2 No Warranties or Liability 41 10.3 No Waiver of Lien Priorities 42 10.4 Obligations Unconditional 43 10.5 Amendments to ABL Documents 43 10.6 Amendments to Term Loan Documents 44 Section 11. Miscellaneous 45 11.1 Conflicts 45 11.2 Continuing Nature of this Agreement; Severability 45 11.3 Refinancing 46 11.4 Amendments; Waivers 47 11.5 Subrogation 47 11.6 Notices 47 11.7 Further Assurances 48 11.8 Consent to Jurisdiction; Waiver of Jury Trial 48 11.9 Governing Law 48 11.10 Binding on Successors and Assigns 48 11.11 Specific Performance 48 11.12 Section Titles; Time Periods 49 11.13 Counterparts 49 11.14 Authorization 49 11.15 No Third Party Beneficiaries 49 11.16 Additional Grantors 49 INTERCREDITOR AGREEMENT THIS INTERCREDITOR AGREEMENT (“Agreement”), dated as of August 30, 2012, is by and among Xxxxx Fargo Bank, National Association in its capacity as ABL Agent (as hereinafter defined) pursuant to the ABL Agreement (as hereinafter defined) acting for and on behalf of the ABL Secured Parties (as hereinafter defined), and Credit Suisse AG in its capacity as Term Loan Agent (as hereinafter defined) pursuant to the Term Loan Agreement (as hereinafter defined) acting for and on behalf of the Term Loan Secured Parties (as hereinafter defined).
Reliance Waivers Etc. 37 7.1 Reliance 37 7.2 No Warranties or Liability 38 7.3 Obligations Unconditional 38 SECTION 8. Miscellaneous 39
Reliance Waivers Etc. Section 7.1 Reliance 69 Section 7.2 No Warranties or Liability 69 Section 7.3 No Waiver of Lien Priorities 70 Section 7.4 Obligations Unconditional 72
Reliance Waivers Etc. 8.1 [Reserved]. 8.2
Reliance Waivers Etc. 9.1 Reliance Other than any reliance on the terms of this Agreement, the First Lien Collateral Agent, on behalf of itself and the First Lien Claimholders under its First Lien Loan Documents, acknowledges that it and such First Lien Claimholders have, independently and without reliance on the Second Lien Collateral Agent or any Second Lien Claimholders, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into such First Lien Loan EXHIBIT L TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Documents and be bound by the terms of this Agreement and they will continue to make their own credit decision in taking or not taking any action under the First Lien Credit Agreement or this Agreement. The Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, acknowledges that it and the Second Lien Claimholders have, independently and without reliance on the First Lien Collateral Agent or any First Lien Claimholder, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into each of the Second Lien Loan Documents and be bound by the terms of this Agreement and they will continue to make their own credit decision in taking or not taking any action under the Second Lien Loan Documents or this Agreement.
Reliance Waivers Etc. 40 8.1 Reliance 40 8.2 No Warranties or Liability 40 8.3 No Waivers 41 SECTION 9. Obligations Unconditional 41 SECTION 10. Additional ABL Secured Obligations and Term Loan Secured Obligations; Certain Reclassifications of Term Loan Secured Obligations 41 SECTION 11. Miscellaneous 43 11.1 Conflicts 43 11.2 Continuing Nature of Provisions 43 11.3 Amendments; Waivers 44 11.4 Information Concerning Financial Condition of the Borrower and the other Grantors 44 11.5 Applicable Law 44 11.6 Jurisdiction; Consent to Service of Process; Process Agent 44 11.7 Notices 45 11.8 Successors and Assigns 45 11.9 Headings 46 11.10 Severability 46 11.11 Counterparts; Integration; Effectiveness 46 11.12 Waiver of Jury Trial 46 11.13 Additional Grantors 46 11.14 New DIP Order Governs 46 INTERCREDITOR AGREEMENT INTERCREDITOR AGREEMENT (this “Agreement”), dated as of March 22, 2013, among CITICORP NORTH AMERICA, INC. (“CNAI”), as Representative with respect to the ABL Credit Agreement, WILMINGTON TRUST, NATIONAL ASSOCIATION (“Wilmington Trust”), as Representative with respect to the New Money Term Loans, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Representative with respect to the Junior Term Loans, Xxxxxxx Kodak Company (the “Borrower”), and each of the other Grantors party hereto.
Reliance Waivers Etc. 53 8.1 Reliance..................................................................................................................53 8.2
