Kodak 2011 Annual Report Download - page 255

take such actions on behalf of such Lender as is contemplated by the terms of such Intercreditor Agreement.
SECTION 7.12. Reserved .
SECTION 7.13. Secured Agreements. (a)
The Company, any Lender and any Affiliate of a Lender may from time to time designate a
qualifying agreement as a Secured Agreement upon written notice (a “ Designation Notice ”) to the Agent from the Company and such Lender or such
Affiliate, in form reasonably acceptable to the Agent, which Designation Notice shall include a description of such Secured Agreement and the maximum
amount of obligations thereunder which are to constitute Obligations (each, a “ Designated Amount ”); provided that (x) no such Designated Amount with
respect to any Secured Agreement shall constitute US Obligations or Canadian Obligations, as applicable, to the extent that, at the time of delivery of the
applicable Designation Notice and after giving effect to such Designated Amount (including to the reserve for Secured Agreements to be established by the
Agent in connection therewith), the US Excess Availability (in the case of a Designation Notice with respect to a US Secured Agreement) or the Canadian
Excess Availability (in the case of a Designation Notice with respect to a Canadian Secured Agreement) would be less than zero and (y) any such
Designated Amount shall constitute Obligations only to the extent that such Designated Amount, together with all other Designated Amounts under Secured
Agreements theretofore designated hereunder and constituting Obligations, does not exceed $75,000,000.
(b) The Company and any counterparty to a Secured Agreement may increase, decrease or terminate any Designated Amount in
respect of such Secured Agreement upon written notice to the Agent; provided that any increase in a Designated Amount shall be deemed to be a new
designation of a Designated Amount pursuant to a new Designation Notice and shall be subject to the limitations set forth in Section 7.13(a) . No
obligations under any Secured Agreement in excess of the applicable Designated Amount shall constitute Obligations hereunder or the other Loan
Documents.
(c) No counterparty to a Secured Agreement that obtains the benefits of Section 6.04 , any Guaranty or any Collateral by virtue of the
provisions hereof or of any Guaranty or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action
hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in
its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article
VII to the contrary, the Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to,
Obligations arising under Secured Agreements unless the Agent has received written notice of such Obligations, together with such supporting
documentation as the Agent may request, from the applicable counterparty to a Secured Agreement.
ARTICLE VIII
MISCELLANEOUS
SECTION 8.01. Amendments, Waivers . No amendment or waiver of any provision of this Agreement or the Notes, nor consent to
any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, and then
such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided , however , that (a) no
amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (i) waive any of the conditions specified in
Section 3.01 , (ii) release all or substantially all of the Collateral in any transaction or series of related transactions, (iii) release one or more Guarantors (or
otherwise limit such Guarantors’ liability with respect to the obligations owing to the Agent, the Collateral Agent and the Lenders under the Guaranties) if
such release or limitation is in
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