Kodak 2011 Annual Report Download - page 204

specified by the Agent) (an “ Agent Sweep Account ”) located in the United States (in respect of Deposit Accounts of the Company and the US Subsidiary
Guarantors) or in Canada (in respect of Deposit Accounts of Kodak Canada and the Canadian Subsidiary Guarantors).
(c)
If (i) at any time during the continuance of an Event of Default, any cash or Cash Equivalents owned by a Loan Party are deposited
in any account (other than an Excluded Account), or held or invested in any manner (other than (x) in a Collection Account that is subject to the Blocked
Account Agreement, (y) in a Collection Account that is maintained with the Agent or (z) a Deposit Account which is swept daily to a Collection Account
subject to a Blocked Account Agreement or maintained with the Agent), or (ii) at any time, a Collection Account shall cease to be subject to a Blocked
Account Agreement or maintained with the Agent, the applicable Loan Party shall immediately furnish the Agent with written notice thereof and the Agent
may require such Loan Party to close such account and have any such funds transferred to a Collection Account which is subject to a Blocked Account
Agreement or maintained with the Agent.
(d)
A Loan Party may close any Deposit Account or a Collection Account, maintain existing Deposit Accounts or Collection Accounts
and/or open new Deposit Accounts or Collection Accounts, subject to the execution and delivery to the Agent of appropriate Blocked Account Agreements
with respect to each Collection Account (except with respect to any Collection Account maintained with the Agent) consistent with the provisions of this
Section 2.18 and otherwise reasonably satisfactory to the Agent. The applicable Loan Party shall furnish the Agent with prior written notice of its intention
to open or close a Collection Account and the Agent shall promptly notify such Loan Party as to whether the Agent shall require a Blocked Account
Agreement with the Person with whom such account will be maintained.
(e) Each Agent Sweep Account shall at all times be under the sole dominion and control of the Agent. Each Loan Party hereby
acknowledges and agrees that (i) it has no right of withdrawal from the Agent Sweep Account, (ii) the funds on deposit in an Agent Sweep Account shall
at all times continue to be collateral security for all of the Secured Obligations, and (iii) the funds on deposit in an Agent Sweep Account shall be applied
as provided in Section 2.18(h) of this Agreement and in the US Security Agreement. In the event that, notwithstanding the provisions of this Section 2.18 ,
during the continuance of an Event of Default, a Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such
proceeds and collections shall be held in trust by such Loan Party for the Agent, shall not be commingled with any of such Loan Party’s other funds or
deposited in any account of such Loan Party and shall promptly be deposited into a Collection Account or dealt with in such other fashion as such Loan
Party may be instructed by the Agent.
(f) Any amounts remaining in an Agent Sweep Account (i)
at any time when an Event of Default is no longer continuing for purposes
of this Agreement or (ii) after application of amounts received in such Agent Sweep Account as set forth in subsection (h)
below, shall be remitted to the
primary Collection Account of the applicable Borrower designated by the Company in a written notice to the Agent.
(g) The Agent shall promptly (but in any event within two (2) Business Days) furnish written notice to each Person with whom a
Collection Account is maintained when an Event of Default is no longer continuing for purposes of this Agreement.
(h) (i) Any amounts received in an Agent Sweep Account in the United States shall be applied to the payment (without a
corresponding reduction of Revolving Credit Commitments) of all of the Revolving Loans made to the Company (whether then due or not) and to the
payment of all of the other Obligations under the Loan Documents of the Company and the US Subsidiary Guarantors (other than contingent obligations)
(whether then due or not) in accordance with Section 6.04 (with all
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