Kodak 2011 Annual Report Download - page 198

determines such increase in capital to be allocable to the existence of such Lender’s commitment to lend or to issue or participate in Letters of Credit
hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Borrowers and the
Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.
SECTION 2.12. Illegality . Notwithstanding any other provision of this Agreement, if any Lender shall notify the Agent that the
introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority
asserts that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Loans or to fund or
maintain Eurodollar Rate Loans hereunder, (a) each Eurodollar Rate Loan will automatically, upon such demand, Convert into a Base Rate Loan and (ii) the
obligation of the Lenders to make, or to Convert Loans into, Eurodollar Rate Loans shall be suspended until the Agent shall notify the Borrowers and the
Lenders that the circumstances causing such suspension no longer exist; provided , however , that before making any such demand, each Lender agrees to
use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the
making of such a designation would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate
Loans or to continue to fund or maintain Eurodollar Rate Loans and would not, in the judgment of such Lender, be otherwise disadvantageous to such
Lender.
SECTION 2.13. Payments and Computations . (a) The Borrowers shall make each payment hereunder without condition or
deduction for any right of counterclaim, defense, recoupment or set-off, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to
the Agent at the Agent’s Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of
principal, interest, fees or commissions ratably (other than amounts payable pursuant to Section 2.04 , 2.11 , 2.14 or 8.04(c) ) to the applicable Lenders for
the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such
Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of
an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c) , from and after the effective
date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned
thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for
periods prior to such effective date directly between themselves.
(b) Each Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder
or under the Note held by such Lender but subject to the Carve-Out, to charge from time to time against any or all of such Borrower’s accounts with such
Lender any amount so due.
(c) Except as otherwise required by Section 2.08(g)
, all computations of interest and of fees and Letter of Credit commissions shall be
made by the Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day)
occurring in the period for which such interest or fees or commissions are payable. Each determination by the Agent of an interest rate hereunder shall be
conclusive and binding for all purposes, absent manifest error.
(d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest, fee
or commission, as the case may be; provided , however
, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Loans to
be made in the next following calendar month, such payment shall be made on the next preceding Business Day.
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