Kodak 2011 Annual Report Download - page 231

in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.
(c) Accounting Changes . Make or permit, or permit any of its Subsidiaries organized under the laws of the United States, Canada or
any province, territory or state thereof to make or permit, any change in accounting policies or reporting practices, except as required or permitted by
generally accepted accounting principles.
(d) Debt . Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Debt other than the following,
provided that any Debt permitted by any clause below shall be permitted under this Section 5.02(d)
, notwithstanding that such Debt would not be permitted
by any other clause:
(i) Debt owed to the Company or to a Consolidated Subsidiary of the Company, provided that all such Debt owed by a Loan
Party to a Person that is not a Loan Party shall be subordinated to the Obligations of such Loan Party pursuant to an intercompany subordination
agreement or other arrangements reasonably satisfactory to the Agent,
(ii) Debt existing on the Petition Date and described on Schedule 5.02(d) hereto (the “ Existing Debt ”), and any Permitted
Refinancing thereof,
(iii) Debt secured by Liens of the type described in and to the extent permitted by Section 5.02(a)(iii) and (vi) in an aggregate
amount not to exceed $25,000,000 at any time outstanding,
(iv) Debt of a Person existing at the time such Person is amalgamated, merged into or consolidated with the Company or any
Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Debt was not created in contemplation of such
amalgamation, merger, consolidation or acquisition,
(v) Debt arising under the Loan Documents,
(vi) [reserved],
(vii) Debt incurred by Kodak International Finance Limited, a company organized and existing under the laws of England,
(x) in connection with short term working capital needs in an aggregate amount not to exceed $25,000,000 at any time outstanding and (y)
consisting of Hedge Agreement Obligations entered into in the ordinary course of business to protect the Company and its Subsidiaries against
fluctuations in commodities, interest or exchanges rates,
(viii) Debt incurred by Subsidiaries organized under the laws of any jurisdiction outside of the United States or Canada in an
aggregate amount not to exceed $20,000,000 at any time outstanding,
(ix) Debt of Subsidiaries that are not Loan Parties in respect of (a) treasury management services, clearing, corporate credit
card and related services provided to any such Subsidiaries, (b) letters of credit issued for the benefit of any such Subsidiaries, (c) Hedge
Agreements entered into by any such Subsidiaries, and (d) bank guarantees with respect to such Subsidiaries, in an aggregate amount not to exceed
$10,000,000 at any time outstanding,
(x) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business,
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