Kodak 2011 Annual Report Download - page 317

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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