Kodak 2011 Annual Report Download - page 239

Any Loan Party or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization,
insolvent or is being terminated, within the meaning of Title IV of ERISA, or has been determined to be in “endangered” or “critical” status within the
meaning of Section 432 of the Code or Section 305 of ERISA, and as a result of such reorganization, insolvency, termination or determination, the
aggregate annual contributions of the Loan Parties and the ERISA Affiliates to all Multiemployer Plans that are then in reorganization, insolvent, being
terminated or in endangered or critical status have been or will be increased over the amounts contributed to such Multiemployer Plans for the plan years of
such Multiemployer Plans immediately preceding the plan year in which such reorganization, insolvency, termination or determination occurs, by an
amount exceeding $25,000,000; or
(iii) (A) (1) the UK Pension Scheme shall have commenced winding up or (2) the UK Pensions Regulator shall have issued a
warning notice that it is considering issuing a financial support direction or contribution notice in relation to the UK Pension Scheme, and, in the
case of each of clause (1) and clause (2), the amount of the deficit on winding up of the UK Pension Scheme would reasonably be expected to have
a Material Adverse Effect, or (B) any Affiliate of the Company which currently participates in the UK Pension Scheme shall have ceased to
participate therein or shall have withdrawn therefrom, and in each case such action would reasonably be expected to have a Material Adverse
Effect; or
(i) Invalidity of Loan Documents . Any provision of any Loan Document after delivery thereof pursuant to Section 3.01 or 5.01(h) or
(i) that is material to the substantial realization of the rights of the Lenders thereunder shall for any reason cease to be valid and binding on or enforceable
against any Loan Party party to it, or any such Loan Party shall so state in writing; or
(j) Collateral Documents . Any Collateral Document or financing statement after delivery thereof pursuant to Section 3.01 or 5.01(h)
or (i) shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority lien on and security interest in the
Collateral (other than the Specified Collateral as set forth in Section 6(m) of the US Security Agreement and Section 6(m) of the Canadian Security
Agreement) purported to be covered thereby; or
(k) Dismissal or Conversion of Cases . (i) Any of the Cases of Debtors which are Material Subsidiaries shall be dismissed or
converted to a case under Chapter 7 of the Bankruptcy Code or any Debtor shall file a motion or other pleading seeking the dismissal of any Case of any
Debtor that is a Material Subsidiary under Section 1112 of the Bankruptcy Code or otherwise, (ii) a trustee under Chapter 7 or Chapter 11 of the
Bankruptcy Code, a responsible officer or an examiner with enlarged powers relating to the operation of the business (powers beyond those set forth in
Section 1106(a)(3) and (4) of the Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code shall be appointed in any of the Cases of the Debtors
and the order appointing such trustee or examiner shall not be reversed or vacated within 30 days after the entry thereof, or (iii) with respect to Kodak
Canada or any Canadian Subsidiary Guarantor that is party to an Approved Canadian Case, an order shall be entered by the Canadian Court (or the
Company or any of its Subsidiaries shall file an application or motion for entry of an order) terminating such Approved Canadian Case or converting such
Approved Canadian Case to a proceeding under the Bankruptcy and Insolvency Act (Canada) or appointing a trustee in bankruptcy, a receiver, an interim
receiver, a receiver and manager or another official with similar powers over such Debtor or its assets and the order appointing such trustee, receiver,
manager or other official shall not be reversed, stayed or vacated within 30 days after the entry thereof; or
(l) Superpriority Claims . An order of the Bankruptcy Court shall be entered granting any Superpriority Claim (other than the Carve-
Out) in any of the Cases of the Debtors that is pari passu with or senior to the claims of the Agent, the Collateral Agent and the Lenders against any
Borrower or any other Loan Party hereunder or under any of the other Loan Documents, or any Debtor
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