Kodak 2011 Annual Report Download - page 208

be required to pay any fees under Section 2.04(b)(i) to any Defaulting Lender or Potential Defaulting Lender that is a Lender at any time when the Letter of
Credit is so Cash Collateralized.
SECTION 2.20. Replacement of Certain Lenders . In the event a Lender (“ Affected Lender ”) shall have (a) become a Defaulting
Lender under Section 2.19 , (b) requested compensation from the Borrowers under Section 2.14 with respect to Taxes or Other Taxes or with respect to
increased costs or capital or under Section 2.11
or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the
other Lenders, (c)
has not agreed to any consent, waiver or amendment that requires the agreement of all Lenders or all affected Lenders in accordance with
the terms of Section 8.01 and as to which the Required Lenders have agreed, or (d) delivered a notice pursuant to Section 2.12 claiming that such Lender is
unable to extend Eurodollar Rate Loans for reasons not generally applicable to the other Lenders, then, in any case, the Company or the Agent may make
written demand on such Affected Lender (with a copy to the Agent in the case of a demand by the Company and a copy to the Company in the case of a
demand by the Agent) for the Affected Lender to assign at par, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to
one or more duly executed Assignments and Acceptances five Business Days after the date of such demand, to one or more financial institutions that
comply with the provisions of Section 8.07 which the Company or the Agent, as the case may be, shall have engaged for such purpose (“ Replacement
Lender ”), all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its
Commitment (if any), all Loans owing to it, all of its participation interests (if any) in existing Letters of Credit, and its obligation (if any) to participate in
additional Letters of Credit hereunder) in accordance with Section 8.07 . The Agent is authorized to execute one or more of such Assignments and
Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within 5 Business Days after the date of such
demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the
Affected Lender hereunder or under any other Loan Document; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease
to be a party hereto but shall continue to be entitled to the benefits of Sections , 2.14 and 8.04 , as well as to any fees accrued for its account hereunder and
not yet paid, and shall continue to be obligated under Section 7.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments,
costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced.
SECTION 2.21. Reserved .
SECTION 2.22. Failure to Satisfy Conditions Precedent . If any Lender makes available to the Agent funds for any Loan to be made
by such Lender as provided in the foregoing provisions of this Article II , and such funds are not made available to the applicable Borrower by the Agent
because the conditions to the applicable Loan set forth in Article III are not satisfied or waived in accordance with the terms hereof, the Agent shall return
such funds (in like funds as received from such Lender) to such Lender, without interest.
SECTION 2.23. Obligations of Lenders Several . The obligations of the Lenders hereunder to make Loans, to fund participations in
Letters of Credit and to make payments are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make
any payment on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be
responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment hereunder under.
SECTION 2.24. Priority and Liens . (a)
Each of the Loan Parties (other than any Loan Party that is not a Debtor) hereby covenants and
agrees that upon the entry of an Interim Order (and when applicable, the Final Order) its obligations hereunder and under the Loan Documents and under
the US
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