Kodak 2011 Annual Report Download - page 247

enforcement of such Guarantor’s obligations under or in respect of this Guaranty or any other Loan Document, including, without limitation, any right of
subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agent or any Lender
against any Borrower, any other Loan Party or any other guarantor of some or all of the Guaranteed Obligations or any Collateral, whether or not such
claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any
Borrower, any other Loan Party or any other insider guarantor, directly or indirectly, in cash or other property or by set-
off or in any other manner, payment
or security on account of such claim, remedy or right, unless and until all of the applicable Guaranteed Obligations and all other amounts payable under this
Guaranty shall have been paid in full in cash, all Letters of Credit shall have expired or been terminated and the Commitments shall have expired or been
terminated. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the latest of (a) the
payment in full in cash of the applicable Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the Termination Date and (c) the
latest date of expiration or termination of all Letters of Credit, such amount shall be received and held in trust for the benefit of the Agent and the Lenders,
shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Agent in the same form as so received
(with any necessary endorsement or assignment) to be credited and applied to the applicable Guaranteed Obligations and all other amounts payable under
this Guaranty by such Guarantor, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as Collateral for any
applicable Guaranteed Obligations or other amounts payable under this Guaranty by such Guarantor thereafter arising. If (i) any Guarantor shall make
payment to the Agent or any Lender of all or any part of the applicable Guaranteed Obligations, (ii) all of the applicable Guaranteed Obligations and all
other amounts payable under this Guaranty by such Guarantor shall have been paid in full in cash, (iii) the Termination Date shall have occurred and (iv),
all Letters of Credit shall have expired or been terminated, the Agent and the Lenders will, at such Guarantor’s request and expense, execute and deliver to
such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such
Guarantor of an interest in the applicable Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.
SECTION 6.09. Guaranty Supplements
. Upon the execution and delivery by any Person of a guaranty supplement in substantially the
form of Exhibit F hereto (each, a “ Guaranty Supplement ”), (a) such Person shall be referred to as an “ Additional Guarantor ” and shall become and be a
Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each
reference in any other Loan Document to a “US Subsidiary Guarantor” or a “Canadian Subsidiary Guarantor”, as applicable, shall also mean and be a
reference to such Additional Guarantor, and (b) each reference herein to “this Guaranty,” “hereunder,” “hereof” or words of like import referring to this
Guaranty, and each reference in any other Loan Document to the “Guaranty,” “thereunder,” “thereof” or words of like import referring to this Guaranty,
shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.
SECTION 6.10. Subordination . (a) Each Guarantor hereby subordinates any and all debts, liabilities and other obligations owed to
such Guarantor by each other Loan Party (the “ Subordinated Obligations ”) to the applicable Guaranteed Obligations to the extent and in the manner
hereinafter set forth in this Section 6.10 :
(b) Prohibited Payments, Etc . Except during the continuance of an Event of Default, each Guarantor may receive regularly
scheduled payments from any other Loan Party on account of the Subordinated Obligations. After the occurrence and during the continuance of any Event
of Default, however, unless the Required Lenders otherwise agree, no Guarantor shall demand, accept or take any action to collect any payment on account
of the Subordinated Obligations.
(c) Prior Payment of Guaranteed Obligations . In any proceeding under any Bankruptcy Law relating to any other Loan Party, each
Guarantor agrees that the Lenders shall be entitled to receive payment in full in cash of all applicable Guaranteed Obligations (including all interest and
expenses accruing after the commencement of a proceeding under any Bankruptcy Law, whether or not
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