Kodak 2011 Annual Report Download - page 261

Right of Set-off . Subject to the Orders, the final proviso to Section 6.01 and the proviso to Section 6.02
, upon (i) the occurrence and during the
continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01
to authorize the Agent to
declare the Loans (or any Class thereof) due and payable pursuant to the provisions of Section 6.01
, the Agent, each Issuing Bank (if applicable), the
Collateral Agent and each applicable Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest
extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by the Agent, such Issuing Bank, the Collateral Agent or such Lender or such Affiliate to or for the credit or the account of
any Borrower against any and all of the obligations of such Borrower now or hereafter existing under this Agreement and any Note held by the Agent, such
Issuing Bank, the Collateral Agent or such Lender, whether or not such Lender shall have made any demand under this Agreement or such Note and
although such obligations may be unmatured, provided , however
, that no such right shall exist against any deposit designated as being for the benefit of
any governmental authority, provided , further
, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off
shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 2.19
and, pending such payment, shall be
segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent and the Lenders, and (y) the Defaulting
Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it
exercised such right of setoff. Each Lender agrees promptly to notify the applicable Borrower after any such set-off and application, provided
that the
failure to give such notice shall not affect the validity of such set-
off and application. The rights of each Lender, the Agent, each Issuing Bank, the
Collateral Agent and each such Affiliate under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-
off)
that the Agent, the Issuing Banks, the Collateral Agent, the Lenders or such Affiliates may have.
SECTION 8.06. Binding Effect . This Agreement shall become effective in accordance with Section 3.01 and thereafter shall be
binding upon and inure to the benefit of the Borrowers, the Agent, the Collateral Agent and each Lender and their respective successors and assigns, except
that no Borrower shall have the right to assign its rights hereunder or any interest herein without the prior written consent of all of the Lenders.
SECTION 8.07. Assignments and Participations . (a) Each Lender may, with the consent of the Agent (not to be unreasonably
withheld or delayed) in the case of an assignment to a Person who is not an Affiliate of such Lender and, if demanded by the Company so long as no
Default shall have occurred and be continuing and only with respect to any Affected Lender, upon at least five Business Days’ notice to such Lender and
the Agent, shall, assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation,
all or a portion of its Commitment or Commitments of a Class, the Loans of a Class owing to it, its participations in Letters of Credit, if any, and the Note
or Notes held by it); provided , however , that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations
under this Agreement with respect to one or more Facilities, (ii) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved
Fund with respect to a Lender, or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of (x) the Revolving Credit
Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, (y) the Unissued Letter of
Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance
with respect to such assignment) shall in no event be less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof and (z) the Term
Commitment or the Term Loans of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the
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