Kodak 2011 Annual Report Download - page 207

Defaulting Lender, ratably in accordance with such respective amounts then due and payable to the Issuing Banks;
(iii) third , to any other Lenders for any amount then due and payable by such Defaulting Lender to such other Lenders
hereunder, ratably in accordance with such respective amounts then due and payable to such other Lenders; and
(iv) fourth , to the Company or Kodak Canada, as applicable for any Loan then required to be made by such Defaulting
Lender pursuant to a Commitment of such Defaulting Lender.
In the event that any Lender that is a Defaulting Lender shall, at any time, cease to be a Defaulting Lender, any funds held by the Agent in escrow at such
time with respect to such Lender shall be distributed by the Agent to such Lender and applied by such Lender to the Obligations owing to such Lender at
such time under this Agreement and the other Loan Documents ratably in accordance with the respective amounts of such Obligations outstanding at such
time.
(d) The rights and remedies against a Defaulting Lender under this Section 2.19 are in addition to other rights and remedies that such
Borrowers may have against such Defaulting Lender with respect to any Defaulted Loan and that the Agent or any Lender may have against such
Defaulting Lender with respect to any Defaulted Amount.
(e) Anything contained herein to the contrary notwithstanding, in the event that (i) any Lender shall become a Defaulting Lender and
(ii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after the
Company’s request that it cure such default, the Company or Kodak Canada, as applicable shall have the right (but not the obligation) to repay such
Defaulting Lender in an amount equal to the principal of, and all accrued interest on, all outstanding Loans owing to such Lender, together with all other
amounts due and payable to such Lender under the Loan Documents, and such Lender’
s Commitment hereunder shall be terminated immediately thereafter.
(f) If any Revolving Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, for
purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit pursuant
to Section 2.03 , the “Ratable Share” of each non-Defaulting Lender under the applicable Revolving Credit Facility shall be computed without giving effect
to the Letter of Credit Commitment of that Defaulting Lender; provided , that: (i) each such reallocation shall be given effect only if, at the date the
applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to
acquire, refinance or fund participations in Letters of Credit under the applicable Revolving Credit Facility shall not exceed the positive difference, if any,
of (1) the applicable Revolving Credit Commitment of that non-Defaulting Lender minus (2) the aggregate Revolving Loans of that Lender under such
Revolving Credit Facility.
(g) Each Issuing Bank, may, by notice to the Company and such Defaulting Lender or Potential Defaulting Lender through the Agent,
require the applicable Borrower to Cash Collateralize the obligations of such Borrower to such Issuing Bank in respect of such Letter of Credit in amount at
least equal to the aggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender or such Potential Defaulting
Lender in respect thereof, or to make other arrangements satisfactory to the Agent, and to the applicable Issuing Bank, in their sole discretion to protect
them against the risk of non-payment by such Defaulting Lender or Potential Defaulting Lender.
(h) If either Borrower Cash Collateralizes any portion of a Defaulting Lender’s or a Potential Defaulting Lender’s exposure with
respect to an outstanding Letter of Credit, no Borrower shall
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