Kodak 2011 Annual Report Download - page 237

Non
-Payment . Section 6.02. Any Borrower shall fail to pay any principal of any Loan when the same becomes due and payable; (i) any Borrower shall
fail to pay any interest on any Loan or fees within three Business Days after the same becomes due and payable; or (ii) any Loan Party shall fail to make
any other payment under any Loan Document, within three Business Days after notice of such failure is given by the Agent or any Lender to the Company;
or
(b) Representations . Any representation, warranty, certification or other statement of fact made or deemed made by any Borrower
herein or by any Loan Party in any Loan Document to which it is a party or by a Borrower (or any of its officers) in a certificate delivered under or in
connection with any Loan Document shall prove to have been incorrect in any material respect when made or deemed made; or
(c) Specific Covenants . (i) The Company shall fail to perform or observe any term, covenant or agreement contained in Sections
5.01(d) , clauses (i) through (viii) (and, in the case of clause (i) , such failure shall continue for 5 Business Days), (x) (and, in the case of clause (x) , such
failure shall continue for 2 Business Days) or (xiii) of 5.01(g) , 5.01(n) , 5.01(o) , 5.01(r) , 5.01(t) , 5.02 or 5.03 , or (ii)
any Loan Party shall fail to perform
or observe any other term, covenant or agreement contained in any Loan Document on its part to be performed or observed if such failure shall remain
unremedied for 30 days after written notice thereof shall have been given to the Company by the Agent or any Lender; or
(d) Cross Default . (i)
The Company or any of its Subsidiaries shall fail to pay any principal of or premium or interest on any Debt that
is outstanding in a principal, or in the case of Hedge Agreement Obligations, net amount of, at least (x) in the case of the Company and the US Subsidiaries,
$5,000,000 in the aggregate or (y) in the case of the Non-US Subsidiaries, $50,000,000 in the aggregate (but in each case excluding Debt outstanding
hereunder and any Debt of any Debtor that was incurred prior to the Petition Date) and excluding, upon the commencement of an Approved Canadian Case,
any Debt of the applicable Canadian Loan Party incurred prior to such commencement date, when the same becomes due and payable (whether by
scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any,
specified in the agreement or instrument relating to such Debt; or (ii) any other event shall occur or condition shall exist under any agreement or instrument
relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or
condition is to cause, or to permit the holders or beneficiaries of such Debt (or a trustee or agent on behalf of such holders or beneficiaries) to cause, with
the giving of notice if required, such Debt to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or
otherwise), or an offer to repurchase, prepay, defease or redeem such Debt to be made, in each case prior to the stated maturity of such Debt; or (iii) any
such Debt shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or
redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the
stated maturity thereof; or
(e) Insolvency Proceedings, Etc. (i) The Company or any Subsidiary (other than the Debtors) shall generally not pay its debts as
such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or
(ii)
any proceeding shall be instituted by or against the Company or any Subsidiary (other than the Debtors) seeking to adjudicate it a bankrupt or insolvent, or
seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, interim receiver,
monitor, trustee, custodian or other similar official for it or for any substantial part of its property and (x) in the case of any such proceeding instituted
against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60
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