Kodak 2011 Annual Report Download - page 209

Secured Agreements: (i)
pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute an allowed Superpriority Claim in the Cases
(but excluding a claim on Avoidance Actions and, prior to entry of the Final Order, the proceeds of Avoidance Actions); (ii)
pursuant to Section 364(c)(2)
of the Bankruptcy Code, shall at all times be secured by a valid, binding, continuing, enforceable perfected first priority Lien (that is subject to the terms of
the Intercreditor Agreement) on all of the property of such US Loan Parties, whether now existing or hereafter acquired, that is not subject to valid,
perfected, non-voidable liens in existence at the time of commencement of the Cases or to valid, non-
voidable liens in existence at the time of such
commencement that are perfected subsequent to such commencement as permitted by Section 546(b) of the Bankruptcy Code (limited, in the case of voting
equity interests of CFC’
s, to 65% of such voting equity interests), and on all of its cash maintained in the L/C Cash Deposit Account and any investment of
the funds contained therein, provided that amounts in the L/C Cash Deposit Account shall not be subject to the Carve-Out; (iii) pursuant to Section 364(c)
(3) of the Bankruptcy Code, shall be secured by a valid, binding, continuing, enforceable perfected junior Lien upon all property of such US Loan Parties,
whether now existing or hereafter acquired, that is subject to valid, perfected and non-
voidable Liens in existence at the time of the commencement of the
Cases or that is subject to valid Liens in existence at the time of the commencement of the Cases that are perfected subsequent to such commencement as
permitted by Section 546(b) of the Bankruptcy Code (other than certain property that is subject to the existing Liens that secure obligations in respect of the
Existing Second Lien Debt, which liens shall be primed by the liens described in the following clause (iv) ); and (iv)
pursuant to Section 364(d)(l) of the
Bankruptcy Code, shall be secured by a valid, binding, continuing, enforceable perfected first priority senior priming Lien on all of the property of such US
Loan Parties that is subject to the existing liens (the “ Primed Liens ”)
which secure the Existing Second Lien Debt, all of which Primed Liens shall be
primed by and made subject and subordinate to the perfected first priority senior Liens to be granted to the Agent, which senior priming Liens in favor of
the Agent shall also prime any Liens granted after the commencement of the Cases to provide adequate protection Liens in respect of any of the Primed
Liens (i) through (iv) above, subject in each case to the Carve-Out and as set forth in the Orders.
(b) As to all real property the title to which is held by a US Loan Party (other than any US Loan Party that is not a Debtor) or the
possession of which is held by any such US Loan Party pursuant to leasehold interest, such US Loan Parties hereby assign and convey as security, grant a
security interest in, hypothecate, mortgage, pledge and set over unto the Agent on behalf of the Lenders all of the right, title and interest of such US Loan
Parties in all of such owned real property and in all such leasehold interests, together in each case with all of the right, title and interest of such US Loan
Parties in and to all buildings, improvements, and fixtures related thereto, any lease or sublease thereof, all general intangibles relating thereto and all
proceeds thereof. Such US Loan Parties acknowledge that, pursuant to the Interim Order (and, when entered, the Final Order), the Liens in favor of the
Agent on behalf of the Lenders in all of such real property and leasehold instruments of such US Loan Parties shall be perfected without the recordation of
any instruments of mortgage or assignment. Such US Loan Parties further agree that, upon the request of the Agent, in the exercise of its business
judgment, such US Loan Parties shall enter into separate fee and leasehold mortgages in recordable form with respect to such properties on terms
satisfactory to the Agent and including customary related deliverables, including, without limitation, a Standard Flood Hazard Determination and, to the
extent applicable, a notification to the applicable Loan Party that that flood insurance coverage under the National Flood Insurance Program is not available
or evidence of flood insurance with respect to such property consistent with the requirements set forth in Section 5.01(c) .
(c) The relative priorities of the Liens described in this Section 2.24 with respect to the Revolving Credit Facility Collateral of the
Debtors and the Term Facility Collateral of the Debtors shall be as set forth in the Interim Order (and, when entered, the Final Order) and the Intercreditor
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