Kodak 2011 Annual Report Download - page 199

Unless the Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Lenders hereunder that such
Borrower will not make such payment in full, the Agent may assume that such Borrower has made such payment in full to the Agent on such date and the
Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such
Lender. If and to the extent any Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on
demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until
the date such Lender repays such amount to the Agent, at the Federal Funds Rate.
(e) Subject to Section 6.04 and to the Intercreditor Agreement, if the Agent receives funds for application to the Obligations of the
Borrowers under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify, or the applicable Borrower does
not direct, the Loans to which, or the manner in which, such funds are to be applied, the Agent may, but shall not be obligated to, elect to distribute such
funds ratably to the outstanding Obligations under the US Revolving Credit Facility, the Canadian Revolving Credit Facility and the Term Facility, in the
case of funds received from a Borrower, as applicable to such Borrower, and within each such Facility, first , toward payment of interest and fees then due
hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second , toward
payment of principal and, in the case of the US Revolving Credit Facility, unreimbursed amounts drawn under Letters of Credit then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of principal and such Letter of Credit obligations then due to such parties.
SECTION 2.14. Taxes . (a) Any and all payments by or on account of any obligation of any Loan Party to or for the account of any
Lender or the Agent hereunder or under the Notes shall be made, in accordance with Section 2.13
or the applicable provisions of such other documents, free
and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, remittances, charges or withholdings, and all
liabilities with respect thereto, excluding
, in the case of each Lender and the Agent (i) taxes imposed on its overall net income, and franchise taxes imposed
on it in lieu of net income taxes, by the jurisdiction under the laws of which such Lender or the Agent (as the case may be) is organized or in which its
principal executive office is located, or any political subdivision thereof and, in the case of each Lender, taxes imposed on its overall net income, and
franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision
thereof, and (ii) any U.S. federal withholding taxes imposed under FATCA that would not have been imposed but for the failure of the Agent or Lender, as
applicable, to satisfy the applicable requirements of FATCA (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities
in respect of payments hereunder or under the Notes being hereinafter referred to as “ Taxes ” and all such excluded taxes being referred to as “ Excluded
Taxes ”). If any Loan Party or the Agent shall be required by law to deduct, remit or withhold any Taxes from or in respect of any sum payable hereunder
or under any Note to any Lender or the Agent, (i) the sum payable by the applicable Loan Party shall be increased as may be necessary so that after all
required deductions, remittances or withholdings are made (including deductions applicable to additional sums payable under this Section 2.14 ), such
Lender or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan
Party or the Agent shall make such deductions and (iii) such Loan Party or the Agent shall pay the full amount deducted, remitted or withheld to the
relevant taxation authority or other authority in accordance with applicable law.
(b) In addition, each Loan Party shall pay any present or future stamp or documentary taxes or any other excise or property taxes,
charges or similar levies that arise from any payment made by such Loan Party hereunder or under any other Loan Documents or from the execution,
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