Kodak 2011 Annual Report Download - page 220

partnership interests (as applicable) of each class of its equity interests authorized, and the number outstanding, on the Effective Date and the percentage of
each such class of its Equity Interests owned (directly or indirectly) by the applicable Loan Party and the number of shares covered by all outstanding
options, warrants, rights of conversion or purchase and similar rights at the Effective Date. All of the outstanding equity interests in each Loan Party’s
Subsidiaries have been validly issued, are fully paid and non-assessable and, except as otherwise provided herein, are owned by such Loan Party or one or
more of its Subsidiaries, other than director’s qualifying shares or similar minority interests required under the laws of the Subsidiary’s formation, free and
clear of all Liens, except (x) those created under the Collateral Documents, (y) those securing the Existing Second Lien Debt and (z) those securing
Canadian Priority Payables that are not past due and payable.
(q) Schedule III sets forth all Deposit Accounts other than Excluded Accounts maintained by the Loan Parties in the United States or
Canada, including, with respect to each depository (i) the name and address of such depository, (ii) the account number(s) maintained with such depository
and (iii) a contact person at such depository.
ARTICLE V
COVENANTS OF THE COMPANY
SECTION 5.01. Affirmative Covenants . So long as any Loan or any other payment obligation of any Loan Party of which the
Company has knowledge under any Loan Document shall remain unpaid, any Letter of Credit is outstanding or any Lender shall have any Commitment
hereunder, the Company will:
(a) Compliance with Laws . Except as otherwise excused by the Bankruptcy Code, comply, and cause each of its Subsidiaries to
comply, in all material respects, with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, compliance with
ERISA, Environmental Laws and the PATRIOT Act, except where such non-compliance is not reasonably expected to have a Material Adverse Effect.
(b) Payment of Post-Petition Taxes, Etc . In the case of any Debtor, in accordance with the Bankruptcy Code and subject to any
required approval by the Bankruptcy Court, pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become
delinquent, (i) all material post-petition taxes, assessments and governmental charges or levies imposed upon it or upon its property and (ii) all material
post-petition lawful claims that, if unpaid, might by law become a Lien upon its property; provided , however , that neither the Company nor any of its
Subsidiaries shall be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings
and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable
against its other creditors.
(c) Maintenance of Insurance . (x) Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable
insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning
similar properties in the same general areas in which the Company or such Subsidiary operates; provided , however , that the Company and its Subsidiaries
may self-insure to the extent consistent with prudent business practice and (y) if any real property owned by a Loan Party is located in an area identified by
the Federal Emergency Management Agency as an area having special flood hazards and in which flood insurance has been made available under the
National Flood Insurance Act of 1968 (or any amendment or successor act thereto), then such Loan Party shall maintain, or cause to be maintained, with a
financially sound and reputable insurer, flood insurance in an amount sufficient to comply with all applicable rules and regulations promulgated pursuant to
such Act
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