Kodak 2011 Annual Report Download - page 158

amount of Dollars that the Agent determines (which determination shall be conclusive and binding absent manifest error) would be
necessary to be sold on such date at the applicable Exchange Rate to obtain the stated amount of the other currency.
“ Domestic Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’
s
Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrowers and the Agent.
“ DPP Appraisal ”
means that certain IP Due Diligence and Valuation Analysis in respect of the Digital Imaging Patent Portfolio,
prepared by the DPP Appraiser and dated October 14, 2011.
“ DPP Appraiser ” means 284 Partners, LLC.
“ Effective Date ” means the first date on which all of the conditions precedent in Article III
are satisfied or waived in accordance with
Article III .
“ Eligible Assignee ”
means (a) with respect to the Revolving Credit Facility (i) a Revolving Lender; (ii) an Affiliate or branch of a
Revolving Lender or an Approved Fund with respect to a Revolving Lender; and (iii) any other Person approved by (x) the Agent, (y) each Issuing
Bank and (z) unless an Event of Default has occurred and is continuing at the time any assignment is effected in accordance with Section 8.07
, the
Company, in each case, such approval not to be unreasonably withheld or delayed (it being understood that a proposed assignee’
s status as other
than a financial institution, or as a competitor to any of the Debtors or their Affiliates or an IP Litigation Party, shall be a reasonable basis for the
Company to withhold its consent), provided
that the Company shall be deemed to have consented to such Person if the Company has not
responded within five Business Days of a request for such approval and (b) with respect to the Term Facility
(i) a Lender; (ii) an Affiliate or
branch of a Lender or an Approved Fund with respect to a Lender; and (iii) any other Person approved by the Agent, such approval not to be
unreasonably withheld or delayed; provided , however
, that neither any Loan Party nor an Affiliate of a Loan Party shall qualify as an Eligible
Assignee, and provided further
that if such Person is to hold any Canadian Revolving Credit Commitments, such Person is at all times other than
during any Event of Default, a Canadian Qualified Lender.
“ Eligible Equipment ”
means Equipment of the Company and its Subsidiaries subject to the Lien of the Collateral Documents, the value
of which shall be determined based upon its Net Orderly Liquidation Value. Criteria and eligibility standards used in determining Eligible
Equipment may be fixed and revised from time to time by the Agent in its reasonable discretion. Unless otherwise from time to time approved in
writing by the Agent, no Equipment shall be deemed Eligible Equipment if, without duplication:
(i) any such Equipment is located on leaseholds and is subject to landlord Liens or other Liens arising by operation of law,
unless one of the following applies: (i) the lessor has entered into a Landlord Lien Waiver or (ii) a Rent Reserve has been taken with respect to
such Equipment or, in the case of any third party premises, a Reserve has been taken by the Agent in the exercise of its reasonable discretion; or
(ii) such Equipment is Equipment for which appraisals have not been completed by the Agent or a qualified independent
appraiser reasonably acceptable to the Agent utilizing procedures and criteria reasonably acceptable to the Agent for determining the value of such
Equipment; or
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