Kodak 2011 Annual Report Download - page 162

does not represent a complete sale; for purposes hereof, “progress-billing” means any invoice for goods sold or leased or services rendered under a contract
or agreement pursuant to which the Account Debtor’s obligation to pay such invoice is conditioned upon the completion by a Loan Party of any further
performance under the contract or agreement; or
(xii) it arises out of a sale made by a Loan Party to an employee, officer, agent, director, Subsidiary or Affiliate of a Loan
Party; or
(xiii) such Account was not paid in full, and a Loan Party created a new receivable for the unpaid portion of the Account
without the agreement of the Account Debtor, and other Accounts constituting chargebacks, debit memos and other adjustments for unauthorized
deductions or put back on the aging until resolved by the credit department of the Company; or
(xiv) (A) the Account Debtor (i) has or has asserted a right of set-off, offset, deduction, defense, dispute, or counterclaim
against a Loan Party (unless such Account Debtor has entered into a written agreement reasonably satisfactory to the Agent to waive such set-off,
offset, deduction, defense, dispute, or counterclaim rights), (ii) has disputed its liability (whether by chargeback or otherwise) or made any claim
with respect to the Account or any other Account of a Loan Party which has not been resolved, in each case of clause (i) and (ii), without
duplication, only to the extent of the amount of such actual or asserted right of set-off, or the amount of such dispute or claim, as the case may be
or (iii) is also a creditor or supplier of the Loan Party (but only to the extent of such Loan Party’s obligations to such Account Debtor from time to
time) or (B) the Account is contingent in any respect or for any reason; or
(xv) the Account does not comply in all material respects with the requirements of all applicable laws and regulations,
whether federal, state, provincial, municipal, local or foreign including without limitation, the Federal Consumer Credit Protection Act, Federal
Truth in Lending Act and Regulation Z; or
(xvi) as to any Account, to the extent that (i) a check, promissory note, draft, trade acceptance or other instrument for the
payment of money has been received, presented for payment and returned uncollected for any reason or (ii) such Account is otherwise classified as
a note receivable and the obligation with respect thereto is evidenced by a promissory note or other debt instrument or agreement; or
(xvii) the Account is created in cash on delivery terms; or
(xviii) the amount of any net credit balances relating to such Account is unused by the Account Debtor within 60 days from
the date the net credit balance was created.
Notwithstanding the foregoing, all Accounts of any single Account Debtor and its Affiliates which, in the aggregate, exceed (i) in respect of any
Account Debtor whose Public Debt Rating is not less than BBB- by S&P and Baa3 by Moody’
s, 20% of all Eligible Receivables and (ii) in respect
of any other Account Debtor, 10% of all Eligible Receivables, shall not be Eligible Receivables.
“ Environmental Action ” means any action, suit, demand, demand letter, claim, notice of non-
compliance or violation, notice of liability
or potential liability, investigation, proceeding, consent order or consent agreement relating to any Environmental Law, Environmental Permit or
arising from alleged injury or threat of injury to health or safety from Hazardous Materials or the environment, including, without limitation, (a) by
any governmental or regulatory authority for enforcement, cleanup, removal, response, remedial or other actions or damages and (b) by any
18