Kodak 2011 Annual Report Download - page 184

“ Withdrawal Liability ” has the meaning specified in Part I of Subtitle E of Title IV of ERISA.
SECTION 1.02. Computation of Time Periods . In this Agreement in the computation of periods of time from a specified date to a
later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.
SECTION 1.03. Accounting Terms . All accounting terms not specifically defined herein shall be construed in accordance with
generally accepted accounting principles in the United States of America consistent with those applied in the preparation of the financial statements referred
to in Section 4.01(e) (“ GAAP ”). If at any time any change in GAAP or the application thereof would affect the computation of any financial ratio or
requirement set forth in any Loan Document, and either the Company or the Required Lenders shall so request, the Agent and the Company shall negotiate
in good faith to amend such ratio or requirement (an “ Accounting Change ”) to preserve the original intent thereof in light of such change in GAAP or the
application thereof; provided that, until so amended, (i) such ratio or requirement shall be made as if such Accounting Change had not been effected and on
a basis consistent with how GAAP or the rules promulgated pursuant thereto that are the subject of such Accounting Change were calculated in the most
recent financial statements delivered by the Borrowers to the Lenders as to which no such objection shall have been made and (ii) the Borrowers shall
provide to the Agent financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a
reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP or the application thereof.
SECTION 1.04. Reserves . When any Reserve is to be established or a change in any amount, percentage, reserve, eligibility criteria
or other item in the definitions of the terms “Borrowing Base”, “Eligible Inventory”, “Eligible Receivables”, “Eligible Equipment” and “Rent Reserve”
is to
be determined in each case in the Agent’s “reasonable discretion”, such Reserve shall be implemented or such change shall become effective on the
Business Day immediately following delivery of a written notice thereof to the Borrower, or immediately, without prior written notice, during the
continuance of a Default.
SECTION 1.05. Letter of Credit Amount . Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be
deemed to be the stated amount of such Letter of Credit in effect at such time; provided , however , that with respect to any Letter of Credit that, by its
terms or the terms of any L/C Related Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of
such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such
maximum stated amount is in effect at such time.
SECTION 1.06. Currency Equivalents Generally . Any amount specified in this Agreement (other than in Article II ) or in any other
Loan Document to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars to the extent necessary to give effect to
the intent, where applicable, that this Agreement apply to Kodak Canada and the other Canadian Loan Parties, such equivalent amount thereof in the
applicable currency to be determined by the Agent at such time on the basis of the Exchange Rate for the purchase of such currency with Dollars.
SECTION 1.07. Permitted Liens . Any reference in any of the Loan Documents to a Permitted Lien is not intended to subordinate or
postpone, and shall not be interpreted as subordinating or postponing, or as any agreement to subordinate or postpone, any Lien created by any of the Loan
Documents to any Permitted Lien.
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