Kodak 2011 Annual Report Download - page 358

Each Grantor represents and warrants as follows:
SECTION 6
REPRESENTATIONS AND WARRANTIES
(a)
Such Grantor's exact legal name, place of business, chief executive office, each jurisdiction in which it has tangible personal property,
type of organization and jurisdiction of formation as of the date hereof is set forth in Schedule V hereto.
(b)
Such Grantor is the legal and beneficial owner of the Collateral granted or purported to be granted by it free and clear of any Lien, claim,
option or right of others, except for the security interest created under this Agreement or Liens permitted under the Credit Agreement. No
effective financing statement or other instrument similar in effect covering all or any part 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, has been
filed in favour of the Agent relating to the Loan Documents or is 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 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 (i) has been duly authorized, authenticated or issued and delivered, (ii)
is the legal, valid and binding obligation of the issuers thereof, (iii) if evidenced by any promissory note, such promissory note has been
delivered to the Agent in accordance with the time periods set forth in Section 4(a), and (iv) is not in default.
(h)
The Initial Pledged Equity pledged by such Grantor constitutes, as of the date hereof, 100% of the issued and outstanding equity interests
of the issuers thereof indicated on Part I of Schedule I hereto. The Initial Pledged Debt constitutes all
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