Kodak 2011 Annual Report Download - page 242

Application of Funds . After the exercise of remedies provided for in Section 6.01 (or after the Loans have become immediately due and
payable and the Letters of Credit have been required to be cash collateralized as set forth in Section 6.02 ), any amounts received by the Agent on account
of the Obligations shall be applied by the Agent in the following order:
(a) With respect to amounts received from or on account of the Company, or in respect of any US Collateral (subject to the proviso at
the end of this Section 6.04(a) ):
First
, to payment of that portion of the US Obligations constituting fees, indemnities, expenses and other amounts (including fees,
charges and disbursements of counsel to the Agent and amounts payable under Article II ) payable to the Agent in its capacity as such;
Second
, to payment of that portion of the US Obligations constituting fees, indemnities and other amounts (other than principal, interest,
US Letter of Credit fees and commitment fees) payable to the US Revolving Lenders, the US Issuing Banks and the Term Lenders (including fees,
charges and disbursements of counsel to the respective US Revolving Lenders, the US Issuing Banks and the Term Lenders payable under the
Loan Documents and amounts payable under Article II
) (in each case, other than fees, indemnities and other amounts arising under US Secured
Agreements), ratably among them in proportion to the respective amounts described in this clause Second payable to them;
Third
, to payment of that portion of the US Obligations constituting accrued and unpaid US Letter of Credit fees, commitment fees and
interest on the US Revolving Loans, on the Term Loans and on unreimbursed amounts under US Letters of Credit, ratably among the US
Revolving Lenders, the US Issuing Banks and the Term Lenders in proportion to the respective amounts described in this clause Third
payable to
them;
Fourth
, (i) to payment of that portion of the US Obligations constituting unpaid principal of the US Revolving Loans and the Term
Loans, unreimbursed amounts under US Letters of Credit and amounts payable under US Secured Agreements and (ii) to the Agent for the account
of the US Issuing Banks, to cash collateralize that portion of US Letter of Credit Obligations comprising the aggregate undrawn amount of US
Letters of Credit, ratably among the US Revolving Lenders, the Term Lenders, the US Issuing Banks and the other US Secured Parties in
proportion to the respective amounts described in this clause Fourth held by them;
Fifth , to the Canadian Obligations in the order set forth in Section 6.04(b) ; and
Last , the balance, if any, after all of the US Obligations have been paid in full in cash, to the Borrowers or as otherwise required by law;
provided , that the application to the US Obligations pursuant to this Section 6.04(a)
of amounts received in respect of US Collateral that
is Revolving Credit Facility Collateral and in respect of US Collateral that is Term Facility Collateral is expressly subject to the priorities set forth
in the Intercreditor Agreement and in the Interim Order (and, when entered, the Final Order), and all such amounts shall first be allocated in
accordance with such priorities before being applied to the US Obligations pursuant to this Section 6.04(a) .
(b) With respect to amounts received from or on account of any Canadian Loan Party or in respect of any Canadian Collateral or, as
contemplated by clause Fifth of Section 6.04(a) , in respect of any US Collateral,
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