Kodak 2011 Annual Report Download - page 218

Except as could not reasonably be expected to have a Material Adverse Effect: (A) the Canadian Pension Plans are duly registered under the Income Tax
Act (Canada)
and all other applicable laws which require registration; (B) all material obligations of each Canadian Loan Party (including funding,
investment and administration obligations) required to be performed in connection with the Canadian Pension Plans and any funding agreements therefor
have been performed in a timely fashion; and (C) there are no material outstanding disputes involving any Canadian Loan Party or its Affiliates concerning
the assets of the Canadian Pension Plans.
(iv) No event comprising (A) the commencement of winding up of the UK Pension Scheme, (B) the cessation of
participation in the UK Pension Scheme by any Affiliate of the Company, or (C) the issue of a warning notice by the UK Pensions Regulator that it is
considering issuing a financial support direction or contribution notice in relation to the UK Pension Scheme, has occurred, and (to the knowledge of
the Company or Kodak Limited) the UK Pensions Regulator has not stated any intention to do so.
(v) No Loan Party nor any Affiliate of any Loan Party has incurred any liability to the UK Pension Scheme as a result of
ceasing to participate in the UK Pension Scheme and (to the knowledge of the Company or Kodak Limited) no Affiliate of any Loan Party has stated
any intention to cease to participate in the UK Pension Scheme.
(vi) No Loan Party nor any Affiliate of any Loan Party has been notified by the Trustees of the UK Pension Scheme that
the UK Pension Scheme is being wound up and (to the knowledge of the Company or Kodak Limited) the Trustees of the UK Pension Scheme have not
stated any intention to do so.
(vii) Except as could not reasonably be expected to have a Material Adverse Effect the UK Pension Schemes are duly
registered for HMRC tax purposes, all material obligations of each Affiliate required to be performed in connection with the UK Pension Schemes and
any funding agreements therefor have been performed in a timely fashion; and there are no material outstanding disputes involving any Affiliates
concerning the UK Pension Schemes.
(k) Except as could not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect, (i) each of the
Borrowers and their respective Subsidiaries has filed all Federal income tax returns and all other tax returns, domestic and foreign, required to be filed by it
and has paid all taxes and assessments payable by them that have become due and payable and (ii) with respect to each of the Borrowers and their
Subsidiaries, there are no claims being asserted in writing with respect to any taxes.
(l) Except to the extent such Borrower or Subsidiary has set aside on its books adequate reserves (A) the operations and properties of
the Company and each of its Consolidated Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits,
except as could not reasonably be expected to have a Material Adverse Effect, (B) all past non-compliance with such Environmental Laws and
Environmental Permits has been or is reasonably expected to be resolved without ongoing obligations or costs that have had or are reasonably expected to
have a Material Adverse Effect and (C) no circumstances exist that are reasonably likely to (i) form the basis of an Environmental Action against the
Company or any of its Subsidiaries or any of their properties that is reasonably expected to have a Material Adverse Effect or (ii) cause any such property
to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that is reasonably expected to have a
Material Adverse Effect.
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