Kodak 2011 Annual Report Download - page 210

Agreement. All of the Liens described in this Section 2.24 shall be effective and perfected upon entry of the Interim Order.
(d) Notwithstanding anything to the contrary herein, not more than 65% of the voting equity interests of any CFC or a Subsidiary of a
CFC (unless, with respect to the Canadian Obligations, such voting equity interests are owned by a Canadian Loan Party) shall be pledged in favor of any
Lender or the Agent.
SECTION 2.25. No Discharge; Survival of Claims . Each of the Loan Parties agrees that to the extent that its obligations under the
Loan Documents have not been satisfied in full in cash, (a) its obligations under the Loan Documents shall not be discharged by the entry of an order
confirming a Reorganization Plan (and each of the US Loan Parties, pursuant to Section 1141(d)(4) of the Bankruptcy Code, hereby waives any such
discharge) and (b) the Superpriority Claim granted to the Agents and the Lenders pursuant to the Orders and the Liens granted to the Agents and the
Lenders pursuant to the Orders shall not be affected in any manner by the entry of an order confirming a Reorganization Plan.
ARTICLE III
CONDITIONS TO EFFECTIVENESS AND LENDING
SECTION 3.01. Conditions Precedent to Effectiveness
. The effectiveness of this Agreement and the obligations of the Initial Lenders
to make Loans hereunder and of the Initial Issuing Banks to issue Letters of Credit hereunder are, in each case, subject to the satisfaction (or waiver in
accordance with Section 8.01 ) of the following conditions precedent:
(a) The Agent shall have received executed counterparts of this Agreement from each Loan Party and each Initial Lender.
(b) [Reserved.]
(c) The Agent shall have received the following, each dated as of the Effective Date (unless otherwise specified) and in form and
substance satisfactory to the Agent:
(i) Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16 .
(ii) Certified copies of the resolutions of the Board of Directors, or Executive or Finance Committee of the Board of
Directors, of each Loan Party approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate
action and governmental approvals, if any, with respect to each Loan Document to which it is a party.
(iii) A copy of the charter or other constitutive document of each US Loan Party and each amendment thereto, certified (as of
a date reasonably near the Effective Date), if applicable, by the Secretary of State (or similar official) of the jurisdiction of its incorporation or
organization, as the case may be, thereof as being a true and correct copy thereof.
(iv) A certificate of the Secretary or an Assistant Secretary (or in the case of a limited liability company, any manager,
Secretary or Assistant Secretary) of each Canadian Loan Party, dated as of the Effective Date, certifying that attached thereto is a true and correct
copy of such Canadian Loan Party’s articles of incorporation (or equivalent organizational documents) and by-laws (or equivalent organizational
documents).
66