Kodak 2011 Annual Report Download - page 318

of such Collateral or listing such Grantor or any trade name of such Grantor as debtor is on file in any recording office, except such as
may exist on the date of this Agreement, have been filed in favor of the Agent relating to the Loan Documents or are otherwise permitted under the
Credit Agreement.
(c) All Equipment of such Grantor having a value in excess of $5,000,000 and Inventory of such Grantor having a value in excess
of $5,000,000 as of the date hereof is located at the places specified therefor in Schedule VIII and Schedule IX hereto, respectively. Such Grantor
has exclusive possession and control of its Inventory, other than Inventory stored at any leased premises or third party warehouse.
(d) None of the Receivables or Agreement Collateral is evidenced by a promissory note or other instrument in excess of $5,000,000
that has not been delivered to the Agent. All such Receivables or Agreement Collateral valued in excess of $5,000,000 is listed on Schedule III
attached hereto.
(e) All Security Collateral consisting of certificated securities and instruments with an aggregate fair market value in excess of
$5,000,000 for all such Security Collateral of the Grantors has been delivered to the Agent in accordance with the time periods set forth in Section
4(a).
(f) If such Grantor is an issuer of Security Collateral, such Grantor confirms that it has received notice of the security interest
granted hereunder.
(g) The Pledged Equity pledged by such Grantor hereunder has been duly authorized and validly issued and is fully paid and non
assessable. The Pledged Debt pledged by such Grantor hereunder has been duly authorized, authenticated or issued and delivered, is the legal,
valid and binding obligation of the issuers thereof and, if evidenced by any promissory note, such promissory notes have been delivered to the
Agent in accordance with the time periods set forth in Section 4(a), and is not in default.
(h) The Initial Pledged Equity pledged by such Grantor constitutes, as of the date hereof, all of the issued and outstanding equity
interests of the issuers thereof (or, in the case of any issuer that is a CFC, 100% of the non-voting equity interests (if any) of such issuer and 65%
of the voting equity interests of such issuer) indicated on Part I of Schedule I hereto. The Initial Pledged Debt constitutes all of the outstanding
Debt for Borrowed Money owed to such Grantor by the issuers thereof.
(i) Such Grantor has no Investment Property with a market value in excess of $5,000,000 as of the date hereof, other than the
Investment Property listed on Part III of Schedule I hereto.
(j) The Assigned Agreements to which such Grantor is a party have been duly authorized, executed and delivered by such Grantor
and, to such Grantor’s knowledge, any material Assigned Agreements are in full force and effect and are binding upon and enforceable against all
parties thereto in accordance with their terms.
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