Kodak 2011 Annual Report Download - page 212

Intellectual Property Security Agreements covering the registered intellectual property listed on the applicable schedules to the US Security Agreement and
the Canadian Security Agreement, duly executed by the Company, Kodak Canada, and each Person that is a US Subsidiary Guarantor or Canadian
Subsidiary Guarantor on the Effective Date.
(iv) All documents and instruments required to create and perfect the Agent’
s first priority security interest in and Lien on the
Collateral in the US and Canada (free and clear of all other Liens other than Permitted Collateral Liens and subject to exceptions permitted by
Section 5.02(a) ) shall have been executed and delivered and, if applicable, be in proper form for filing; provided that the Loan Parties shall not be
required to take any action to perfect the Agent’s Liens in Collateral under the laws of any province or territory of Canada other than Ontario until
such time as the fair market value of the Collateral with respect to which such actions are required exceeds $5,000,000, at which time the Loan
Parties shall promptly take such actions to the extent required by Section 5.01(i) .
(v) Evidence of all insurance required to be maintained pursuant to Section 5.01(c) , and evidence that the Agent shall have
been named as an additional insured or loss payee, as applicable, on all insurance policies covering loss or damage to Collateral and on all liability
insurance policies as to which the Agent has reasonably requested to be so named.
(vi) Copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Agent with respect to the
Loan Parties.
To the extent that any of the items described in this Section 3.01(d) shall not have been received by the Agent notwithstanding the Company’s use
of its commercially reasonable efforts (which shall expressly exclude contacting any third party in the case of subclause (d)(vi) above) to provide
same, delivery of such items shall not constitute a condition effectiveness of this Agreement and the obligations of each Initial Lender to make
Loans hereunder and of each Initial Issuing Bank to issue Letters of Credit hereunder, and the Company shall, instead, cause such items to be
delivered to the Agent not later than (i) with respect to Kodak Canada, any subsidiary organized under the laws of Canada or any territory or
province thereof, 60 days following the Effective Date (or such later date as the Agent shall agree in its discretion) and (ii) in all other cases, 30
days following the Effective Date (or such later date as the Agent shall agree in its discretion), in each case, together with such corporate
resolutions (to the extent necessary), certificates and such other related documents and registrations as shall be reasonably requested by the Agent
consistent with the relevant forms and types delivered on the Effective Date or as shall be otherwise reasonably acceptable to the Agent.
(e) The Agent and the Collateral Agent shall have received, in form and substance reasonably satisfactory to the Agent and the
Collateral Agent, (i) field examinations and asset appraisals in respect of the Revolving Credit Facility Collateral, it being understood that (A) the most
recent report of the field examination conducted, and the machinery and equipment appraisal prepared, on behalf of the agent under the Existing Credit
Agreement, each as delivered to the Agent and Collateral Agent prior to the date hereof, and (B) the inventory appraisal report prepared on behalf of the
agent under the Existing Credit Agreement dated January 6, 2012 as delivered to the Agent and Collateral Agent prior to the date hereof, are each in form
and substance reasonably satisfactory to the Agent and the Collateral Agent and are sufficient to satisfy the foregoing condition, (ii) the DPP Appraisal
(each of the Agent and the Collateral Agent hereby confirms that the DPP Appraisal is in form and substance reasonably satisfactory to it) and (iii)
confirmation from the DPP Appraiser that it believes that the value of the Digital Imaging Patent Portfolio as of the Effective Date is not materially less
than the value set forth in the DPP Appraisal.
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