Kodak 2011 Annual Report Download - page 260

relating to the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans.
(c) If any payment of principal of, or Conversion of, any Eurodollar Rate Loan is made by any Borrower to or for the account of a
Lender other than on the last day of the Interest Period for such Loan, as a result of a payment or Conversion pursuant to Section 2.08(d) or (e) , 2.10 or
2.12 , acceleration of the maturity of the Notes pursuant to Section 6.01
or for any other reason, or by an Eligible Assignee to a Lender other than on the last
day of the Interest Period for such Loan upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07
as a result of a demand
by the Company pursuant to Section 8.07(a) , the applicable Borrower shall, upon demand by such Lender (with a copy of such demand to the Agent), pay
to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may
reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense
incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Loan.
(d) Without prejudice to the survival of any other agreement of any Loan Party hereunder or under any other Loan Document, the
agreements and obligations of the Borrowers contained in Sections 2.11 , 2.14 and 8.04 shall survive the payment in full of principal, interest and all other
amounts payable hereunder and under the Notes.
(e) No Indemnified Party referred to in subsection (b) above shall be liable for any damages arising from the use by unintended
recipients of any information or other materials distributed to such unintended recipients by such Indemnified Party through telecommunications, electronic
or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or
thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct of such Indemnified Party as determined
by a final and nonappealable judgment of a court of competent jurisdiction.
(f) All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.
(g) The agreements in this Section shall survive the resignation of the Agent, the Collateral Agent and any Issuing Bank, the
replacement of any Lender, the termination of the aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.
SECTION 8.05. Payments Set Aside . To the extent that any payment by or on behalf of any Borrower is made to the Agent, the
Collateral Agent, any Issuing Bank or any Lender, or the Agent, the Collateral Agent, any Issuing Bank or any Lender exercises its right of setoff, and such
payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by the Agent, the Collateral Agent, such Issuing Bank or such Lender in its discretion) to be repaid to a
trustee, receiver or any other party, in connection with any proceeding under any Bankruptcy Law or otherwise, then (a) to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or
such setoff had not occurred, and (b) each Lender and each Issuing Bank severally agrees to pay to the Agent upon demand its applicable share (without
duplication) of any amount so recovered from or repaid by the Agent, plus interest thereon from the date of such demand to the date such payment is made
at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the Issuing Banks under clause (b) of
the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.
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