Kodak 2011 Annual Report Download - page 151

Inventory of the Canadian Loan Parties, the lesser of (i) 65% of Eligible Inventory and (ii) 85% of the Net Orderly Liquidation Value of
Eligible Inventory (based on the then most recent independent inventory appraisal) on any date of determination.
“ Canadian Obligations ”
means all liabilities and obligations of every nature of each Canadian Loan Party from time to time owed to the
Agent, the Collateral Agent, the Lenders, the other Canadian Secured Parties or any of them, under (x) the Loan Documents relating to the
Canadian Revolving Credit Facility and (y) subject to Section 7.13
, the Canadian Secured Agreements, whether for principal, interest (including
interest which, but for the filing of a petition or other proceeding in a bankruptcy or insolvency proceeding with respect to such Canadian Loan
Party, would have accrued on any Obligation, whether or not a claim is allowed against such Loan Party for such interest in the related bankruptcy
or insolvency proceeding), fees, expenses, indemnification or otherwise and whether primary, secondary, direct, indirect, contingent, fixed or
otherwise.
“ Canadian Other Secured Obligations Amount ”
means, at any time, the sum of all Designated Amounts in respect of Canadian Secured
Agreements constituting Obligations at such time.
“ Canadian Pension Plans ”
means each plan, program or arrangement which is required to be registered as a pension plan under any
applicable pension benefits standards or tax statute or regulation in Canada (or any province or territory thereof) maintained or contributed to by,
or to which there is or may be an obligation to contribute by, any Canadian Loan Party or its Subsidiaries in respect of its Canadian employees or
former employees.
“ Canadian Priority Payables ” means, at any time the Dollar Equivalent of:
(a) the amount past due and owing by Kodak Canada and any other Canadian Loan Party, or the accrued amount for which each of
Kodak Canada and any other Canadian Loan Party has an obligation to remit to a governmental authority or other Person pursuant to any
applicable law, in respect of (i) pension fund obligations; (ii) employment insurance; (iii) goods and services taxes, sales taxes, harmonized taxes,
excise taxes, value added taxes, employee income taxes and other taxes or governmental royalties payable or to be remitted or withheld; (iv)
workers’ compensation; (v) wages, vacation pay and amounts payable under the Wage Earner Protection Program Act (Canada)
or secured by
Section 81.3 or 81.4 of the Bankruptcy and Insolvency Act (Canada)
; and (vi) other like charges and demands; in each case, in respect of which
any governmental authority or other Person may claim a security interest, hypothec, prior claim, lien, trust (statutory or deemed) or other claim or
Lien ranking or capable of ranking in priority to or pari passu with one or more of the Liens granted in the Collateral Documents; and
(b) the aggregate amount of any other liabilities of Kodak Canada and any other Canadian Loan Parties (i) in respect of which a
trust has been or may be imposed on any Collateral of any Canadian Loan Party to provide for payment or (ii) which are secured by a security
interest, hypothec, prior claim, pledge, lien, charge, right, or claim or other Lien on any Collateral of any Canadian Loan Party, in each case,
pursuant to any applicable law and which trust, security interest, hypothec, prior claim, pledge, lien, charge, right, claim or Lien ranks or is capable
of ranking in priority to or pari passu with one or more of the Liens granted in the Collateral Documents.
“ Canadian Priority Payables Reserve ”
means, on any date of determination for the Canadian Borrowing Base, a reserve established from
time to time by the Agent in its reasonable
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