Kodak 2011 Annual Report Download - page 243

First , to payment of that portion of the Canadian 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 Canadian Obligations constituting fees, indemnities and other amounts (other than principal,
interest and commitment fees) payable to the Canadian Revolving Lenders (including fees, charges and disbursements of counsel to the respective
Canadian Revolving Lenders arising under the Loan Documents and amounts payable under Article II
) (in each case, other than fees, indemnities
and other amounts arising under Canadian 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 Canadian Obligations constituting accrued and unpaid commitment fees and interest on the
Canadian Revolving Loans, ratably among the Canadian Revolving Lenders in proportion to the respective amounts described in this clause
Third
payable to them;
Fourth
, to payment of that portion of the Canadian Obligations constituting unpaid principal of the Canadian Revolving Loans and
amounts payable under Canadian Secured Agreements, ratably among the Canadian Revolving Lenders and the other Canadian Secured Parties in
proportion to the respective amounts described in this clause Fourth held by them; and
Last
, the balance, if any, after all of the Canadian Obligations have been paid in full in cash, to the Canadian Loan Parties or as otherwise
required by law.
Subject to Section 6.03 , amounts used to cash collateralize the aggregate undrawn amount of Letters of Credit pursuant to Section 6.04(a)
, clause Fourth
above, shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters
of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.
Any amounts received by the Collateral Agent on account of the Obligations (including pursuant to any exercise of remedies by the Collateral Agent) shall
be promptly remitted to the Agent for application to the Obligations in accordance with this Section 6.04 .
Notwithstanding the foregoing, Obligations arising under Secured Agreements shall be excluded from the application described above if the Agent has not
received written notice thereof, together with such supporting documentation as the Agent may reasonably request, from the applicable holder of such
Obligations. Each holder of Obligations under a Secured Agreement not a party to this Agreement that has given the notice contemplated by the preceding
sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Agent pursuant to the terms of Article VII
hereof for
itself and its Affiliates as if a “Lender” party hereto.
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