Kodak 2011 Annual Report Download - page 359

of the outstanding Debt for Borrowed Money owed to such Grantor by the issuers thereof as indicated on Part II of Schedule I hereof.
(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.
(k)
Such Grantor has no material deposit accounts subject to the grant or security in Section 1 of this Agreement as of the date hereof, other
than the Pledged Deposit Accounts listed on Schedule II hereto.
(l)
Such Grantor is not a beneficiary or assignee under any letter of credit with a stated amount in excess of $5,000,000 and issued by a
United States or Canadian financial institution as of the date hereof, other than the letters of credit described in Schedule VII hereto.
(m)
This Agreement creates in favour of the Agent for the benefit of the Secured Parties a valid security interest in the Collateral granted by
such Grantor under this Agreement, securing the payment of the Secured Obligations except to the extent that control or possession by the
Agent is required for the creation of the security interest; all filings and other actions necessary to perfect the security interest in the
Collateral granted by such Grantor have been duly made or taken and are in full force and effect other than (i) federal registration which
may be necessary to perfect the Agent's security interest with respect to Collateral consisting of vessels, rolling stock or aircraft; and (ii)
actions necessary to transfer and prior approval of or filings with any governmental entity required in connection with any interest in
Pledged Equity; provided however, that the Agent will receive a security interest, but not a first priority security interest, in (1) Collateral
subject to Liens permitted by the terms of the Credit Agreement which rank in priority to the security interest granted herein and (2) other
Collateral to the extent consented to by the Agent and approved by the Required Lenders (collectively, the
“
Specified Collateral
”
).
(n)
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 grant by such Grantor of the security interest granted hereunder or for the execution, delivery or
performance of this Agreement by such Grantor, (ii) the perfection or maintenance of the security interest created hereunder (including
the
first priority nature of such security interest in Collateral other than the Specified Collateral), except for (A) the filing of financing
statements and financing change statements under the PPSA, which financing statements or financing change
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