Kodak 2011 Annual Report Download - page 215

The representations and warranties of each Borrower and each Loan Party contained in each Loan Document to which it is a party shall be true and correct
in all material respects (except to the extent qualified by materiality, “Material Adverse Effect” or like qualification, in which case such representations and
warranties shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance and to the
application of the proceeds therefrom, as though made on and as of such date.
(c) No event shall have occurred and be continuing, or would result from such Borrowing or such Issuance or from the application of
the proceeds therefrom, that constitutes a Default.
(d) The making of such Loan (or the issuance of such Letter of Credit) shall not violate any requirement of law and shall not be
enjoined, temporarily, preliminarily or permanently.
(e) In the case of any Revolving Loan or Issuance, no Borrowing Base Deficiency will exist after giving effect to such Borrowing,
issuance or renewal and to the application of the proceeds therefrom.
Each of the giving of the applicable Notice of Borrowing, Notice of Issuance and the acceptance by the applicable Borrower of the proceeds of such
Borrowing or such Issuance shall constitute a representation and warranty by the Company that on the date of such Borrowing or such Issuance the
conditions set forth in Sections 3.02(c) , 3.02(d) , and, if applicable, 3.02(e) are satisfied.
SECTION 3.03. Additional Conditions to Issuances . In addition to the other conditions precedent herein set forth, if any Revolving
Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, no Issuing Bank will be required to issue any
Letter of Credit or to amend any outstanding Letter of Credit to increase the face amount thereof, alter the drawing terms thereunder or extend the expiry
date thereof, unless such Issuing Bank is satisfied that any exposure that would result from a Defaulted Revolving Loan of such Defaulting Lender or
Potential Defaulting Lender is eliminated or fully covered by the Revolving Credit Commitments of the Revolving Lenders that are Non-Defaulting
Lenders or by Cash Collateralization or a combination thereof satisfactory to such Issuing Bank.
SECTION 3.04. Determinations Under this Agreement . For purposes of determining compliance with the conditions specified in this
Agreement, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required
hereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Agent responsible for the transactions
contemplated by this Agreement shall have received notice from such Lender prior to the date that the Company, by notice to the Lenders, designates as the
proposed Effective Date, specifying its objection thereto. The Agent shall promptly notify the Lenders of the occurrence of the Effective Date.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.01. Representations and Warranties of the Company . The Company represents and warrants as follows:
(a) Each Loan Party is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the laws
of the jurisdiction of its organization.
(b) Subject, in the case of each Loan Party that is a Debtor, to the entry of the Orders and subject to the terms thereof, the execution,
delivery and performance by each Loan Party of each
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