Kodak 2011 Annual Report Download - page 496

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 statements, as the case may
be, have been duly filed and are in full force and effect, (B) certain corporate actions by the holders or issuers of non-
US Initial Pledged
Equity which have not occurred as of the Effective Date, necessary to transfer or assign, (C) the actions described in Section 4 with
respect to the Security Collateral, (D) federal filings which may be necessary in respect of vessels, rolling stock or aircraft, 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 such Grantor, neither the operation of such Grantor's business nor
the use of the Intellectual Property Collateral by such 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.
(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 such Grantor, are valid and enforceable, except to the extent such
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.
11