Kodak 2011 Annual Report Download - page 433

accordance with the Interim Order (and when applicable, the Final Order) and without further order from the Bankruptcy Court, notify
each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject to the security interest granted hereunder.
Section 5. Maintaining the Account Collateral
So long as any Loan or any other payment obligation of any Loan Party of which the Company has notice under any Loan Document
shall remain unpaid, any Letter of Credit shall be outstanding or any Lender shall have any Commitment:
(a) Each Grantor will, to the extent permitted by and in accordance with the Interim Order (and when applicable, the Final
Order) and without further order from the Bankruptcy Court, enter into an agreement with the financial institution holding the Pledged Account
pursuant to which such financial institution shall agree with such Grantor and the Agent to, upon notice from the Agent upon the occurrence and
during the continuance of an Event of Default, comply with instructions originated by the Agent directing the disposition of funds in such deposit
account without the further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Agent (a “Deposit
Account Control Agreement” ), and, upon the occurrence and during the continuance of an Event of Default, instruct each Person obligated at any
time to make any payment to such Grantor for any reason (an “Obligor” ) to make such payment to such a Deposit Account or the L/C Cash
Deposit Account.
(b) The Agent may, to the extent permitted by and in accordance with the Interim Order (and when applicable, the Final
Order) and without further order from the Bankruptcy Court, at any time and without notice to, or consent from, the Grantor, transfer, or direct the
transfer of, funds from the Deposit Accounts or the L/C Cash Deposit Account to satisfy the Grantor’
s obligations under the Loan Documents if an
Event of Default shall have occurred and be continuing. As soon as reasonably practicable after any such transfer, the Agent agrees to give written
notice thereof to the applicable Grantor.
Section 6. Representations and Warranties
Each Grantor represents and warrants as follows:
(a) Such Grantor’s exact legal name, chief executive office, type of organization, jurisdiction of organization and
organizational identification number as of the date hereof is set forth in Schedule V hereto. Within the twelve months preceding the date hereof,
such Grantor has not changed its name, chief executive office, type of organization, jurisdiction of organization or organizational identification
number from those set forth in Schedule V hereto except as set forth in Schedule VI 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, by the Interim Order (and, when applicable,
the Final Order) or Liens permitted under the Credit Agreement. No effective financing statement or other instrument similar in effect covering all
or any part
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