Kodak 2011 Annual Report Download - page 161

other written agreement or understanding that indicates that any Person other than a Loan Party has or has purported to have an ownership interest in such
goods; or
(ii) (i) it is unpaid for more than 60 days from the original due date or (ii) it arises as a result of a sale with original payment
terms in excess of 90 days; or
(iii)
more than 50% in face amount of all Accounts of the same Account Debtor are ineligible pursuant to clause (ii) above; or
(iv)
the Account Debtor is insolvent or the subject of any bankruptcy or insolvency case or proceeding of any kind (other than
postpetition accounts payable of an Account Debtor that is a debtor-in-possession under the Bankruptcy Law and reasonably acceptable to the
Agent); or
(v) (i) the Account is not payable in Dollars or Canadian Dollars or other currency as to which a Reserve has been taken by
the Agent in the exercise of its reasonable discretion or (ii) the Account Debtor is either not organized under the laws of the United States of
America, any state thereof, or the District of Columbia, or Canada or any province or territory thereof or is located outside or has its principal place
of business or substantially all of its assets outside the United States or Canada, unless such Account is supported by a letter of credit from an
institution and in form and substance satisfactory to the Agent in its sole discretion; or
(vi) the Account Debtor is (i) the United States of America or (ii) the government of Canada or any province or territory
thereof, or in each case any department, agency or instrumentality thereof, unless the relevant Loan Party duly assigns its rights to payment of such
Account to the Agent pursuant to the Assignment of Claims Act of 1940, the Financial Administration Act (Canada) or similar applicable law,
each as amended, which assignment and related documents and filings shall be in form and substance reasonably satisfactory to the Agent; or
(vii) to the extent of any security deposit, progress payment, retainage or other similar advance made by or for the benefit of
the applicable Account Debtor, that portion of the Account as to which the applicable Loan Party has received any security deposit (to the extent
received from the applicable Account Debtor), progress payment, retainage or other similar advance made by or for the benefit of the applicable
Account Debtor; or
(viii) (i) it is not subject to a valid and perfected first priority Lien (subject only to any Liens securing Canadian Priority
Payables) in favor of the Agent or (ii) it does not otherwise conform in all material respects to the representations and warranties contained in this
Agreement and the other Loan Documents relating to Accounts; or
(ix) (i) such Account was invoiced in advance of goods being shipped or services being provided, (ii) such Account was
invoiced twice or more, or (iii) the associated revenue has not been earned; or
(x) the sale to the Account Debtor is on a bill-and-hold, guaranteed sale, sale-and-return, ship-and-return, sale on approval or
consignment or other similar basis or made pursuant to any other agreement providing for repurchases or return of any merchandise which has
been claimed to be defective or otherwise unsatisfactory, which shall not include customary product warranties; or
(xi) the goods giving rise to such Account have not been shipped and/or title has not been transferred to the Account Debtor,
or the Account represents a progress-billing or otherwise
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