Kodak 2011 Annual Report Download - page 157

“ Defaulting Lender ”
means, at any time, a Lender as to which the Agent has notified the Company that (i) such Lender has failed for
three or more Business Days to comply with its obligations under this Agreement to make a Loan or make a payment to an Issuing Bank in respect
of an Issuance (each a “ funding obligation ”), (
ii) such Lender has notified the Agent, or has stated publicly, that it will not comply with any such
funding obligation hereunder, or has defaulted on its funding obligations under any other loan agreement or credit agreement or other similar
financing agreement, (iii) such Lender has, for three or more Business Days, failed to confirm in writing to the Agent, in response to a written
request of the Agent, that it will comply with its funding obligations hereunder, or (iv) a Lender Insolvency Event has occurred and is continuing
with respect to such Lender. Any determination that a Lender is a Defaulting Lender under clauses (i) through (iv) above will be made by the
Agent in its sole discretion acting in good faith. The Agent will promptly send to all parties hereto a copy of any notice to the Company provided
for in this definition.
“ Deposit Accounts ” means any checking or other demand deposit account maintained by a Loan Party.
“ Designated Amount ” has the meaning specified in Section 7.13 .
“ Digital Imaging Patent Portfolio ”
means the portfolio of approximately 1,100 issued U.S. digital imaging patents, 250 pending U.S.
digital imaging patent applications, 580 foreign counterparts and 400 related foreign patent applications, which the Company has publicly
announced its intention to sell.
“ Digital Imaging Patent Portfolio Disposition ”
means any Disposition in respect of all or any portion of the Digital Imaging Patent
Portfolio.
“ Digital Imaging Patent Portfolio Disposition Cash Collateral Account ” has the meaning specified in Section 5.01(n) .
“ Dilution ” means, as of any date, a percentage, based upon the experience of the twelve-
month period ending as of the last day of the
immediately preceding fiscal month, which is the result of dividing the Dollar amount of (i) bad debt write-
downs, discounts, advertising
allowances, profit sharing deductions or other non-cash credits with respect to a Loan Party’
s Accounts during such period determined consistently
with the applicable Loan Party’s accounting practices, by (ii) such Loan Party’
s gross sales with respect to Accounts for such Loan Party during
such period.
“ Dilution Reserve ”
means, as of any date, an amount sufficient to reduce the advance rate against Eligible Receivables by one
percentage point for each percentage point by which Dilution is in excess of 5.0%.
“ Disposition ” means, with respect to any property, any sale, lease, transfer or other disposition thereof. The terms “ Dispose ” and
“
Disposed of ” shall have correlative meanings. For the avoidance of doubt, a non-
exclusive license of Intellectual Property in the ordinary course
of business does not constitute a Disposition.
“ Dollar ” or “ $ ” means the lawful currency of the United States.
“ Dollar Equivalent ”
means at any time, (i) with respect to any amount denominated in Dollars, such amount, and (ii) with respect to any
amount denominated in any other currency, the
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