Kodak 2011 Annual Report Download - page 233

book value of such machinery and equipment in any year exceeds $5,000,000 in the aggregate and constitutes Collateral, then the Company shall deliver to
the Agent a pro forma Borrowing Base Certificate giving effect to any such dispositions, (C) if the Net Cash Proceeds of any such sale, lease or other
disposition of assets in accordance with this Section 5.02(e)(vi) shall exceed $10,000,000, the Company shall provide a certificate to the Agent indicating
whether such assets constitute Collateral that is included in the Borrowing Base and (D) the Company or any of its Subsidiaries shall receive not less than
75% of the consideration for such sale, transfer or other disposition in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the
time received); provided , that, with respect to Intellectual Property, the value of licenses to the Company or its Subsidiaries (as a licensee) shall be
excluded from determining whether 75% of such consideration is in the form of cash or Cash Equivalents; provided further , that, except for intercompany
licenses in the ordinary course of business, no sale, transfer or other disposition of any assets that are included in the Digital Imaging Patent Portfolio and
that constitute Collateral shall be permitted to made under this clause (vi) to any Subsidiary of the Company that is not a US Loan Party.
(f) Payment Restrictions Affecting Subsidiaries
. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to
enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in
respect of its equity interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments in, the
Company or any Subsidiary of the Company (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or
otherwise), except (i) as provided in this Agreement, (ii) any agreement or instrument evidencing Debt existing on the Petition Date, (iii) any agreement in
effect at the time a Person first became a Subsidiary of the Company, so long as such agreement was not entered into solely in contemplation of such Person
becoming a Subsidiary of the Company; (iv) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on the property
acquired; (v) by reason of customary provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture
agreements, purchase and sale or merger agreements and other similar agreements entered into in the ordinary course of business so long as such
restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; (vi) in securitization transactions to the
extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of
such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing
clauses; provided , however, that the terms and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders with
respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replaced .
(g) Change in Nature of Business . Make, or permit any of its Material Subsidiaries to make, any material change in the nature of the
business as carried on or as contemplated to be carried on by the Company and its Subsidiaries taken as a whole at the Petition Date.
(h) Dividends and Other Payments. Declare or make any dividend payment or other distribution of assets, properties, cash, rights,
obligations or securities on account of any shares of any class of capital stock of the Company, or purchase, redeem or otherwise acquire for value (or
permit any of its Subsidiaries to do so) any shares of any class of capital stock of the Company or any warrants, rights or options to acquire any such shares,
now or hereafter outstanding, except that the Company may (i) declare and make any dividend payment or other distribution payable in common stock of
the Company and (ii) purchase, redeem or otherwise acquire shares of its common stock or warrants, rights or options to acquire any such shares with the
proceeds received from the substantially concurrent issue of new shares of its common stock. For the avoidance of doubt, the Company shall be permitted
to issues shares of its common stock in connection with any conversion of its convertible Debt, upon the exercise of options or warrants or otherwise.
(i) Investments in Other Persons
. Make, or permit any of its Subsidiaries to make, any Investment in any Person, except the following
( provided , that any Investment permitted by any
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