Kodak 2011 Annual Report Download - page 211

A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party
authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder.
(v) A certificate of good standing from the applicable secretary of state or similar official of the jurisdiction of organization
(as of a date reasonably near the Effective Date), and such other organizational documents of each Loan Party as the Agent may reasonably
require.
(vi) The US Security Agreement substantially in the form of Exhibit D-1 hereto, duly executed by the Company and each US
Subsidiary Guarantor.
(vii) The Canadian Security Agreement substantially in the form of Exhibit D-2 hereto, duly executed by Kodak Canada and
each Canadian Subsidiary Guarantor listed on Part B of Schedule II hereto.
(viii) A certificate from a Responsible Officer of the Company as to the matters set forth in Sections 3.01(s) and 3.01(l) .
(ix) A favorable opinion of the general counsel of the Loan Parties, in form and substance satisfactory to the Agent.
(x) A favorable opinion of McCarthy Tétrault LLP, Canadian counsel to the Loan Parties, and such local counsel within
Canada as may be required by the Agent, in each case in form and substance satisfactory to the Agent.
(xi) A favorable opinion of Sullivan & Cromwell LLP, US counsel for the Loan Parties, in form and substance satisfactory to
the Agent.
(xii) A favorable opinion of Day Pitney LLP, special New Jersey counsel for Company, in form and substance satisfactory to
the Agent.
(xiii) Proper financing statements under the UCC, PPSA or other applicable law of all US and Canadian jurisdictions that the
Agent may reasonably deem necessary in order to perfect and protect the Liens and security interests created or purported to be created under the
Interim Order and, to the extent executed and delivered on the Effective Date, the US Security Agreement and the Canadian Security Agreement,
covering the Collateral described therein.
(xiv) The Operating Forecast and the initial 13-Week Projection, each of which (in form and substance satisfactory to the
Agent) has been received by the Agent prior to the date hereof.
(d) Subject to the paragraph immediately following subsection (vi) below, the Agent shall have received the following, each dated as
of (or, in the case of subclauses (i) , (ii) , (iv) , (v) and (vi) , delivered on or prior to) the Effective Date and in form and substance satisfactory to the Agent:
(i) Certificates, if any, representing the Initial Pledged Equity referred to therein accompanied by undated stock powers
executed in blank and instruments evidencing the Initial Pledged Debt referred to therein, indorsed in blank.
(ii) Certificates, if any, representing the Initial Pledged Equity referred to therein accompanied by undated stock powers
executed in blank and instruments evidencing the Initial Pledged Debt referred to therein, indorsed in blank.
(iii) The Intercreditor Agreement, duly executed by each Loan Party.
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