Kodak 2011 Annual Report Download - page 320

(ii) Such Grantor is the exclusive owner of all right, title and interest in and to Patents, Trademarks and Copyrights
contained in the Intellectual Property Collateral, except as set forth in Schedule IV hereto with respect to co-ownership of certain Patents,
and except for such failures to have exclusive ownership that are not reasonably expected to have a Material Adverse Effect.
(iii) The Intellectual Property Collateral set forth on Schedule IV hereto includes all of the registered patents, patent
applications, domain names, trademark registrations and applications, copyright registrations and applications owned by such Grantor as
of the date set forth therein.
(iv) The issued Patents and registered Trademarks contained in the Intellectual Property Collateral have not been adjudged
invalid or unenforceable in whole or part, and to the knowledge of the Company, are valid and enforceable, except to the extent Grantor
has ceased use of any such registered Trademarks, and except, in each case, as are not reasonably expected to have a Material Adverse
Effect.
(v) Such Grantor has made or performed all filings, recordings and other acts and has paid all required fees and taxes, as
deemed necessary by Grantor in its reasonable business discretion, to maintain in full force and effect and protect its interest in each and
every material item of Intellectual Property Collateral owned by such Grantor that is registered or the subject of an application for
registration.
(vi) Except as set forth on Schedule IV hereto, no claim has been asserted and is pending or to the knowledge of such
Grantor, threatened, by any Person challenging the use of any Intellectual Property Collateral by a Grantor or the validity or enforceability
of any such Intellectual Property Collateral, nor does the Company know of any valid basis for any such claim, except, in either case, for
such claims that individually or in the aggregate are not reasonably expected to have a Material Adverse Effect. The consummation of the
transactions contemplated by the Loan Documents will not result in the termination or material impairment of any of the Intellectual
Property Collateral.
(vii) Except as set forth on Schedule IV hereto, with respect to each material IP Agreement: (A) to the knowledge of the
Company, such IP Agreement is valid and binding and in full force and effect; (B) such IP Agreement will not cease to be valid and
binding and in full force and effect on terms identical to those currently in effect as a result of the rights and interest granted herein, nor
will the grant of such rights and interest constitute a breach or default under such IP Agreement or otherwise give any party thereto a right
to terminate such IP Agreement; (C) such Grantor has not received any notice of termination or cancellation under such IP Agreement
within the six months immediately preceding the date of this Agreement; (D) within the six months immediately preceding the date of this
Agreement, such Grantor has not received any notice of a breach or default under such IP Agreement, which breach or
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