Kodak 2011 Annual Report Download - page 228

information as the Agent may reasonably request. Upon request by the Agent, the Agent may participate in and observe any such
physical count.
(v) No Loan Party shall return any Inventory to a supplier, vendor or other Person, whether for cash, credit or otherwise, unless
(A)
such return is in the ordinary course of business; (B) no Default, exists or would result therefrom; and (C)
the Agent is promptly notified if the
aggregate value of all Inventory returned in any month exceeds $10,000,000.
(vi)
The Loan Parties shall use, store and maintain all Inventory with reasonable care and caution, in accordance with applicable
standards of any insurance and in conformity with all applicable law, and shall make current rent payments (within applicable grace periods
provided for in leases) at all locations where any Collateral is located.
(vii)
The Loan Parties shall actively assist the Collateral Agent in conducting and preparing, as soon as practicable, a field exam in
form and substance (as to methodology and scope) substantially similar to the latest full field exam prepared in connection with the Existing Credit
Agreement.
(n) Proceeds of Digital Imaging Patent Portfolio Dispositions or IP Settlement Agreements.
So long as the Term Facility Termination
Date has not occurred, (i) cause all material consideration received in respect of any Digital Imaging Patent Portfolio Disposition or IP Settlement
Agreement to be in the form of IP Consideration and (ii) cause (x) 100% of all IP Sale Proceeds and (y) the Applicable Prepayment Percentage of all IP
Settlement Proceeds to be deposited directly upon receipt in a segregated Cash Collateral Account into which no proceeds of Revolving Credit Facility
Collateral are deposited (a “ Digital Imaging Patent Portfolio Disposition Cash Collateral Account ”) for application in accordance with Section 2.10(b)
(iii) .
(o) Use of Proceeds.
Use, and cause its Subsidiaries to use, the proceeds of the Loans and the Letters of Credit solely for the purposes
contemplated by Section 2.17 .
(p) Term Facility Ratings. Use commercially reasonable efforts (i) to cause the Term Facility to receive a rating from each of
Moody’s and S&P prior to the Final Order Entry Date, or as soon as possible thereafter, and (ii) to cause a rating from each of Moody’s and S&P with
respect to the Term Facility to be in effect and at all times prior to the Term Facility Termination Date (for the avoidance of doubt, there shall be no
obligation to maintain any specific rating).
(q) Chief Restructuring Officer. Employ a Chief Restructuring Officer and use commercially reasonable efforts to cause such Chief
Restructuring Officer to continue to be employed in such capacity. In the event of the death, disability, incapacity, removal (for cause) or resignation of
such Chief Restructuring Officer, employ a replacement Chief Restructuring Officer within 30 days.
(r) Certain Case Milestones. (i) On or prior to June 30, 2012, file a motion with the Bankruptcy Court to approve bid procedures
relating to a sale of all or substantially all of the Digital Imaging Patent Portfolio, which bid procedures shall contemplate a time frame that is reasonably
satisfactory to the Agent (such procedures, the “ Bid Procedures ”), and at all times thereafter diligently pursue the receipt of an order of the Bankruptcy
Court approving the Bid Procedures.
(ii) On or prior to January 15, 2013, deliver to the Agent drafts of an Acceptable Reorganization Plan and a disclosure
statement with respect thereto.
(iii) On or prior to February 15, 2013, file with the Bankruptcy Court an Acceptable Reorganization Plan and a disclosure
statement with respect thereto, and at all times thereafter
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