Kodak 2011 Annual Report Download - page 216

Loan Document to which it is or is to be party, and the consummation of the transactions contemplated hereby and thereby, are within such Loan Party’s
corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene such Loan Party’s charter or by-laws, (ii) violate
any law, rule, regulation (including, without limitation, with respect to the Borrowers, Regulation X of the Board of Governors of the Federal Reserve
System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default or require any
payment to be made under, any material contractual restriction (except in respect of the Existing Second Lien Debt) or, to such Loan Party’s knowledge,
any other contractual restriction, binding on or affecting such Loan Party or (iv) except for the Liens created under the Loan Documents, result in or require
the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries (except pursuant to the
Existing Second Lien Debt or the Indenture).
(c) Subject, in the case of each Loan Party that is a Debtor, to the entry of the Orders, no authorization or approval or other action by,
and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for (i) the due execution, delivery,
recordation, filing or performance by any Loan Party of any Loan Document to which it is or is to be a party, (ii) the grant by any Loan Party of the Liens
granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created under the Collateral Documents (including the
first priority nature thereof to the extent provided for in the Orders and, in the case of Liens created under any Collateral Document to which a Canadian
Loan Party is a party, to the extent provided for in such Collateral Document at the time periods required) or (iv)
except for any notices that may be required
pursuant to Section 6.01 or Section 6.03 or pursuant to the Intercreditor Agreement, the exercise by the Agent or any Lender of its rights under the Loan
Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents.
(d) Subject, in the case of each Loan Party that is a Debtor, to the entry of the Orders, this Agreement has been, and each other Loan
Document when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. Subject, in the case of each Loan Party
that is a Debtor, to the entry of the Orders, this Agreement is, and each other Loan Document when delivered hereunder will be, the legal, valid and binding
obligation of each Loan Party party thereto enforceable against such Loan Party in accordance with their respective terms, except as enforceability may be
affected by (i) except in the case of each Loan Party that is a Debtor, applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting enforcement of creditors’ rights generally and (ii) general principles of equity, whether enforcement is sought in a proceeding in equity or at law.
(e) The audited Consolidated statement of financial position of the Company and its Consolidated Subsidiaries as at December 31,
2010, and the related audited Consolidated statement of earnings and Consolidated statement of cash flows of the Company and its Consolidated
Subsidiaries for the fiscal year then ended, accompanied by an opinion of PricewaterhouseCoopers LLP, independent public accountants, copies of which
have been furnished to each Lender, fairly present, the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date
and the Consolidated statement of earnings and Consolidated statement of cash flows of the Company and its Consolidated Subsidiaries for the period
ended on such date, all in accordance with generally accepted accounting principles consistently applied. The unaudited Consolidated statement of
financial position of the Company and its Consolidated Subsidiaries as at September 30, 2011, and the related unaudited Consolidated statement of earnings
and Consolidated statement of cash flows of the Company and its Consolidated Subsidiaries for the nine-months period then ended, fairly present, the
Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date and the Consolidated statement of earnings and
Consolidated statement of cash flows of the Company and its Consolidated Subsidiaries for the period ended on such date, all in accordance with generally
accepted accounting principles consistently applied, subject to normal year-end adjustments and other items, such as footnotes, omitted in interim
statements. Since December 31, 2010, there has been no Material Adverse Effect
72