Kodak 2011 Annual Report Download - page 227

preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties
under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its
Subsidiaries formed or acquired after the Effective Date is or is to be a party, and cause each of its Subsidiaries to do so.
(j) [Reserved]
(k) Maintenance of Cash Management System . (i) In accordance with Section 2.18 of this Agreement, establish and maintain a cash
management system on terms reasonably acceptable to the Agent and (ii) continue to maintain one or more Collection Accounts to be used by each
Borrower as its principal concentration account for day-to-day operations conducted by such Borrower.
(l) Foreign Security Interests . Within the time periods set forth on Schedule 5.01(m) (or such longer time as may be reasonably
agreed by the Agent), execute and deliver, and cause each of its Subsidiaries to execute and deliver, to the Agent all documents and instruments required to
create and perfect the Agent’s first priority security interest in Collateral consisting of the stock of those Subsidiaries listed on Schedule 5.01(m) in the
applicable foreign jurisdictions (free and clear of all other liens, subject to exceptions permitted hereunder), in each case along with a customary opinion of
local counsel with respect to such security interest.
(m) Administration of Accounts and Inventory . (i) Keep, and cause each other Loan Party to keep, accurate and complete records of
its Accounts, including all payments and collections thereon, and shall submit to the Agent sales, collection, reconciliation and other reports in form
reasonably satisfactory to the Agent, on such periodic basis as the Agent may reasonably request. The Company shall also provide to the Agent, upon the
Agent’s request, a detailed aged trial balance of all Accounts as of the end of the preceding month, specifying each Account’s Account Debtor name and
address, amount, invoice date and due date, showing any discount, allowance, credit, authorized return or dispute, and including such proof of delivery,
copies of invoices and invoice registers, copies of related documents, repayment histories, status reports and other information as the Agent may reasonably
request. If Accounts in an aggregate face amount of $10,000,000 or more cease to be Eligible Receivables, the Company shall notify the Agent of such
occurrence promptly (and in any event within three Business Days) after any Loan Party has knowledge thereof).
(ii)
If an Account of any Loan Party includes a charge for any taxes, the Agent is authorized, in its discretion, to pay the amount
thereof to the proper taxing authority for the account of such Loan Party if such Loan Party does not do so and to charge the Borrowers therefor;
provided , however
, that neither the Agent nor the Lenders shall be liable for any taxes that may be due from the Loan Parties or with respect to
any Collateral.
(iii)
Whether or not a Default exists, the Agent shall have the right at any time, in the name of the Agent, any designee of the Agent
or any Loan Party, to verify the validity, amount or any other matter relating to any Accounts of the Loan Party by mail, telephone or
otherwise. The Loan Parties shall cooperate fully with the Agent in an effort to facilitate and promptly conclude any such verification process.
(iv)
Each Loan Party shall keep accurate and complete records of its Inventory, including costs and daily withdrawals and
additions, and shall submit to the Agent inventory and reconciliation reports in form reasonably satisfactory to the Agent, on such periodic basis as
the Agent may request. Each Loan Party shall conduct a physical inventory at least once per calendar year (and on a more frequent basis if
requested by the Agent when a Default exists) or periodic cycle counts consistent with historical practices, and shall provide to the Agent a report
based on each such inventory and count promptly upon completion thereof, together with such supporting
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