Kodak 2011 Annual Report Download - page 214

otherwise provided for in a manner satisfactory to the applicable issuing bank (in the case of letters of credit) or the holder of such obligations (in the case
of obligations in respect of Existing Secured Agreements)) and all Liens and security interests securing such obligations shall be terminated and released,
and the Agent shall have received a customary payoff letter and release documentation evidencing same.
(q) The Company shall have hired a chief restructuring officer reasonably satisfactory to the Arranger (the “ Chief Restructuring
Officer ”), reporting to the Company’s board of directors and having a scope of duties reasonably satisfactory to the Arranger (it being understood and
agreed that the individual listed on Schedule 3.01(r) is reasonably satisfactory to the Arranger and the scope of duties of such individual, as disclosed to the
Arranger on January 17, 2012, is reasonably satisfactory to the Arranger).
(r) The Company shall have paid (i) all fees of the Agent, the Arranger and the Lenders accrued and payable on or prior to the
Effective Date, and (ii) to the extent invoiced at least one Business Day prior to the Effective Date, all expenses of the Agent (including the accrued fees
and expenses of counsel to the Agent).
(s) (i) The representations and warranties of each Borrower and each Loan Party contained in each Loan Document to which it is a
party shall be correct in all material respects (except to the extent qualified by materiality, “Material Adverse Effect” or like qualification, in which case
such representations and warranties shall be true and correct in all respects) on and as of the Effective Date, before and after giving effect to the
effectiveness of this Agreement and the transactions contemplated hereby, as though made on and as of such date and (ii) no event shall have occurred and
be continuing, or would result from the effectiveness of this Agreement or the transactions contemplated hereby, that would constitute a Default.
(t) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable
“know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act.
SECTION 3.02. Conditions Precedent to Each Borrowing and Issuance . The obligation of each Lender to make a Loan (other than a
Revolving Loan made by any Issuing Bank pursuant to Section 2.03(c) or any Lender pursuant to Section 2.03(c) ) on the occasion of each Borrowing and
the obligation of each Issuing Bank to issue a Letter of Credit shall be subject to the satisfaction (or waiver in accordance with Section 8.01 ) of the
following conditions precedent:
(a) The Effective Date shall have occurred.
(b) The Interim Order shall be in full force and effect and shall not have been vacated or reversed, shall not be subject to a stay, and
shall not have been modified or amended in any respect without the written consent of the Agent, provided , that at the time of the making of any Loan or
the issuance of any Letter of Credit the aggregate amount of either of which, when added to the Total Outstandings, would exceed the amount under the
applicable Facility authorized by the Interim Order (collectively, the “ Additional Credit ”), the Agent and each of the Lenders shall have received a final
copy of an order of the Bankruptcy Court in substantially the form of the Interim Order (with only such modifications thereto as are satisfactory in form and
substance to the Agent) and authorizing such Additional Credit (the “ Final Order ”) ( provided , that any such final order that limits the aggregate amount
of the DIP Facilities to an amount that is less than $900,000,000 shall not be satisfactory to the Administrative Agent), and at the time of the extension of
any Additional Credit the Final Order shall be in full force and effect, and shall not have been vacated or reversed, shall not be subject to a stay, and shall
not have been modified or amended in any respect without the written consent of the Agent.
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