Kodak 2011 Annual Report Download - page 221

Preservation of Corporate Existence . Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its corporate existence, rights
(charter and statutory) and franchises; provided , however , that the Company and its Subsidiaries may consummate any amalgamation, merger or
consolidation permitted under Section 5.02(b) and provided further that neither the Company nor any of its Subsidiaries shall be required to preserve any
right or franchise, or in the case of a Subsidiary, its corporate existence, if the Company determines that the preservation or maintenance thereof is no
longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof is not reasonably expected to
have a Material Adverse Effect.
(d) Visitation Rights . (i) At any reasonable time, on reasonable notice and from time to time, permit the Agent or any of the
Lenders or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of, and visit the
properties of, the Company and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Company and any of its Subsidiaries with
any of their officers or directors and with their independent certified public accountants, provided that all such information is subject to the provisions of
Section 8.08
. At any time prior to the occurrence of a continuing Event of Default, the right of the Agent and any of the Lenders to visit the property of the
Company and any of its Subsidiaries shall be subject to reasonable rules and restrictions of the Company for such access, and such visit shall not
unreasonably interfere with the ongoing conduct of the business of the Company and its Subsidiaries at such properties.
(ii) At any reasonable time and from time to time (except as may be limited by subsection (iii)
below) during regular business
hours, upon reasonable notice, permit the Agent or any of the Lenders or any agents or representatives thereof (including any consultants,
accountants, lawyers and appraisers retained by the Agent) to visit the properties of the Company and its Subsidiaries to conduct evaluations,
appraisals, environmental assessments and ongoing maintenance and monitoring in connection with the Company’s computation of the Borrowing
Base and the assets included in the Borrowing Base and such other assets and properties of the Company or its Subsidiaries as the Agent or
Collateral Agent may reasonably require, and to monitor the Collateral and all related systems.
(iii) Permit the Collateral Agent to conduct, at the sole cost and expense of the Company, field examinations, appraisals of
inventory and appraisals of machinery and equipment; provided that such field exams and appraisals may be conducted not more than twice per
twelve-month period. Notwithstanding the foregoing, following the occurrence and during the continuation of an Event of Default such field
examinations and appraisals may be conducted at the Company’s expense as many times as the Collateral Agent shall consider reasonably
necessary.
(e) Keeping of Books . Keep and maintain proper books of record and account on a Consolidated basis for Company and its
Subsidiaries in conformity with generally accepted accounting principles in effect from time to time.
(f) Maintenance of Properties, Etc. Maintain and preserve, and cause each of its Subsidiaries to maintain and preserve in all material
respects, all of its properties that are used or useful in the conduct of its business in good working order and condition, ordinary wear and tear excepted,
except where the failure to so maintain or preserve is not reasonably expected to have a Material Adverse Effect.
(g) Reporting Requirements . Furnish to the Lenders:
(i) as soon as available and in any event (A) with respect to any fiscal month of the Company in which a fiscal quarter ends,
within 15 Business Days after the end of such fiscal month and (B) within 10 Business Days after the end of any other fiscal month of the
Company,
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