Kodak 2011 Annual Report Download - page 435

(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 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 financial institution as of the date hereof, other than the letters of credit described in Schedule VII hereto.
(m) Upon and subject to the entry of the Interim Order, the security interest created hereunder constitutes a legal, valid and
perfected security interest in all Collateral to the extent set forth in the Interim Order (and, when applicable, the Final Order); 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 Liens are in existence at the date of the Interim Order or such later date which the applicable Grantor acquired rights in
such Collateral and (2) other Collateral to the extent consented to by the Agent and approved by the Required Lenders (collectively, the “
Specified
Collateral ”).
(n) Upon entry of the Interim Order (and, when applicable, the Final Order), 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 the governmental filings required to be made or approvals obtained prior to the creation of a security interest in
any Security Collateral issued by a non-US Person and any filings or approvals required prior to realizing on any such Pledged Equity or (iii) the
exercise by the Agent of its voting or other rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this
Agreement, except as set forth above and as may be required in connection with the disposition of any portion of the Security Collateral by laws
affecting the offering and sale of securities generally.
(o) The Inventory that has been produced or distributed by such Grantor has been produced in compliance with all
requirements of applicable law except where the failure to so comply would not have a Material Adverse Effect.
(p) As to itself and its Intellectual Property Collateral:
(i) Except as set forth on Schedule IV hereto, to the knowledge of the Company, neither the operation of
such Grantor’s business nor the use of the Intellectual Property Collateral by Grantor in connection therewith conflicts with, infringes,
misappropriates, dilutes, misuses or otherwise violates the Intellectual Property rights of any third party, except, in each case, as are not
reasonably expected to have a Material Adverse Effect.
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