Kodak 2011 Annual Report Download - page 189

Letter of Credit; (C) the Letter of Credit is to be denominated in a currency other than Dollars; (D) any Revolving Lender is at that time a Defaulting
Lender, unless such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole
discretion) with the Company or such Lender to eliminate such Issuing Bank’s actual or potential fronting exposure (after giving effect to Section 2.19(f) )
with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Letter of Credit
Obligations as to which such Issuing Bank has actual or potential fronting exposure, as it may elect in its sole discretion; or (E) the Letter of Credit contains
any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(iii) No Issuing Bank shall amend or continue any Letter of Credit if such Issuing Bank would not be permitted at such time
to issue the Letter of Credit in its amended or continued form under the terms hereof.
(iv) Each Issuing Bank shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and the
documents associated therewith, and each Issuing Bank shall have all of the benefits and immunities (A) provided to the Agent in Article VIII
with
respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it
and documents pertaining to such Letters of Credit as fully as if the term “Agent” as used in Article VIII included such Issuing Bank with respect
to such acts or omissions, and (B) as additionally provided herein with respect to such Issuing Bank.
(v) No Issuing Bank shall have any obligation to issue any Letter of Credit hereunder if the expiry date of such requested
Letter of Credit would occur more than twelve months after the date of issuance or last extension thereof (it being understood that any such Letter
of Credit so issued shall be on such terms and conditions as may be specified by the applicable Issuing Bank in its discretion, including with
respect to expiry date and any automatic renewal features).
(b) Participations . By the Issuance of a US Letter of Credit (or an amendment to a US Letter of Credit increasing or decreasing the
amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each US
Revolving Lender, and each US Revolving Lender hereby acquires from such Issuing Bank, a participation in such US Letter of Credit equal to such US
Revolving Lender’s Ratable Share of the Available Amount of such US Letter of Credit. The Company hereby agrees to each such participation. In
consideration and in furtherance of the foregoing, each US Revolving Lender hereby absolutely and unconditionally agrees to pay to the Agent, for the
account of such Issuing Bank, such US Revolving Lender’s Ratable Share of each drawing made under a US Letter of Credit funded by such Issuing Bank
and not reimbursed by the Company on the date funded, or of any reimbursement payment required to be refunded to the Company for any reason, which
amount will be advanced, and deemed to be a US Revolving Loan hereunder, regardless of the satisfaction of the conditions set forth in Section 3.02
. Each
US Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of US Letters of Credit is
absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any US Letter of
Credit or the occurrence and continuance of a Default or reduction or termination of the US Revolving Credit Commitments, and that each such payment
shall be made without any offset, abatement, withholding or reduction whatsoever. Each US Revolving Lender further acknowledges and agrees that its
participation in each US Letter of Credit will be automatically adjusted to reflect such Lender’
s Ratable Share of the Available Amount of such US Letter of
Credit at each time such Lender’s US Revolving Credit Commitment is amended pursuant to an assignment in accordance with Section 8.07 or otherwise
pursuant to this Agreement.
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