Kodak 2011 Annual Report Download - page 436

(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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