Kodak 2011 Annual Report Download - page 177

(with the aggregate amount of each Lender’
s risk participation and funded participation in US Letter of Credit Obligations being deemed
held by such Lender for purposes of this definition); provided , however
, that if any US Revolving Lender shall be a Defaulting Lender at such
time, there shall be excluded from the determination of Required US Revolving Lenders at such time (A) the aggregate principal amount of the US
Revolving Loans owing to such Lender (in its capacity as a Lender) and outstanding at such time, (B) the US Unused Revolving Credit
Commitment of such Lender at such time and (C) the Letter of Credit Obligations held or deemed held by such Lender at such time.
“ Reserves ”
means, at any time of determination and without duplication, (a) any Rent Reserves, (b) as regards the Canadian Loan
Parties, any Canadian Priority Payables Reserves, (c) as regards the US Loan Parties, the Carve-
Out Reserve and (d) such other reserves as
determined from time to time in the reasonable discretion of the Agent to preserve and protect the value of the Collateral.
“ Responsible Officer ”
means the chief executive officer, president, chief financial officer, secretary, assistant secretary, treasurer,
assistant treasurer or controller of a Loan Party (or for purposes of Section 5.01(g)(xiv)
, the Company or any of its Subsidiaries). Any document
delivered hereunder or under any other Loan Document that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to
have been authorized by all necessary corporate, partnership and/or or other action on the part of such Loan Party and such Responsible Officer
shall be conclusively presumed to have acted on behalf of such Loan Party.
“ Revolving Credit Commitment ”
means a Canadian Revolving Credit Commitment and/or a US Revolving Credit Commitment, as the
context may require.
“ Revolving Credit Facility ”
means the Canadian Revolving Credit Facility and/or the US Revolving Credit Facility, as the context may
require.
“ Revolving Credit Facility Collateral ” means (i) in respect of any US Loan Party, all Collateral consisting of pre- and post-
petition
property of such Loan Party consisting of (a) cash and Cash Collateral (other than cash proceeds of property that was Term Facility Collateral
when such cash proceeds arose to the extent such cash proceeds are held in a segregated Cash Collateral Account), and any investment of such
cash and Cash Collateral, (b) deposit accounts (other than any deposit account (including any Cash Collateral Account) that contains solely the
cash proceeds of property that was Term Facility Collateral when such cash proceeds arose), (c) Inventory, (d) machinery and equipment, (e)
accounts, chattel paper and other related rights to payment, (f) to the extent evidencing, governing, securing or otherwise related to the items
referred to in the preceding clauses (a) through (e), and (ii) in respect of any Canadian Loan Party, all Collateral of such Canadian Loan
Party. Terms used in the foregoing definition which are defined in the UCC and not otherwise defined in this Agreement have the meanings
specified in the UCC; provided
, that the Revolving Credit Facility Collateral of the US Loan Parties and the Term Facility Collateral shall include
the proceeds of Avoidance Actions on an equal and ratable basis.
“ Revolving Credit Facility Usage ”
means, at any time, the sum of the Canadian Revolving Credit Facility Usage and the US Revolving
Credit Facility Usage at such time.
“ Revolving Lender ” means each Canadian Revolving Lender and each US Revolving Lender.
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