Kodak 2011 Annual Report Download - page 153

“ Canadian Security Agreement ”
means the Canadian Security Agreement, dated as of the Effective Date, from the Canadian Loan
Parties party thereto, as grantors, to the Agent, as may be amended, amended and restated, supplemented or otherwise modified from time to time.
“ Canadian Subsidiary ”
means any direct or indirect Subsidiary of Kodak Canada organized under the laws of Canada or any province or
territory thereof.
“ Canadian Subsidiary Guarantors ” means the direct and indirect wholly-owned (other than directors’
qualifying shares or similar
holdings under applicable law) Subsidiaries of Kodak Canada organized under the laws of Canada or a province or territory thereof listed on Part B
of Schedule II hereto and each other Subsidiary of Kodak Canada that shall be required to execute and deliver a guaranty pursuant to Section 5.01
(h) .
“ Canadian Unused Revolving Credit Commitment ” means, with respect to each Lender at any time, (a) such Lender’
s Canadian
Revolving Credit Commitment at such time minus
(b) the aggregate principal amount of all Canadian Revolving Loans made by such Lender (in
its capacity as a Lender) and outstanding at such time.
“ Carve-Out ”
means (i) all fees and interest required to be paid to the Clerk of the Bankruptcy Court and to the Office of the United
States Trustee pursuant to section 1930(a) of title 28 of the United States Code and section 3717 of title 31 of the United States Code, (ii) all
reasonable fees and expenses incurred by a trustee under Section 726(b) of the Bankruptcy Code in an amount not exceeding $100,000, (iii) any
and all allowed and unpaid claims of any professional of the Debtors or the statutory committee of unsecured creditors appointed in the Cases (the
“ Creditors’ Committee ”)
whose retention is approved by the Bankruptcy Court during the Cases pursuant to Sections 327 and 1103 of the
Bankruptcy Code for unpaid fees and expenses (and the reimbursement of out-of-
pocket expenses allowed by the Bankruptcy Court incurred by
any members of the Creditors’
Committee (but excluding fees and expenses of third party professionals employed by such members of the
Creditors’
Committee)) incurred, subject to the terms of the Orders, (A) prior to the occurrence of an Event of Default and (B) at any time after the
occurrence and during the continuance of an Event of Default in an aggregate amount not exceeding $10,000,000, provided
that (x) the dollar
limitation in this clause (iii) on fees and expenses shall neither be reduced nor increased by the amount of any compensation or reimbursement of
expenses incurred, awarded or paid prior to the occurrence of an Event of Default in respect of which the Carve-
Out is invoked or by any fees,
expenses, indemnities or other amounts paid to the Agent or any Lender or any of the foregoing’
s respective attorneys, advisors and agents, (y)
nothing herein shall be construed to impair the ability of any party to object to any of the fees, expenses, reimbursement or compensation described
in clauses (A) and (B) above and (z) cash or other amounts on deposit in the L/C Cash Deposit Account shall not be subject to the Carve-Out.
“ Carve-Out Reserve ” means, at any time, a reserve in an amount equal to $10,000,000.
“ Case ” or “ Cases ” has the meaning specified in the Introductory Statement.
“ Cash Collateral ” has the meaning specified in the Interim Order or the Final Order, as applicable.
“ Cash Collateral Account ”
means a cash deposit account established and maintained at the Agent and over which the Agent has sole
dominion and control, upon terms as may be reasonably satisfactory to the Agent.
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