Kodak 2011 Annual Report Download - page 264

proposed assignee or participant, any information relating to the Borrowers furnished to such Lender by or on behalf of the Borrowers; provided that, prior
to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Borrower
Information relating to the Borrowers received by it from such Lender.
(j) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or
assignment shall release such Lender from any of its obligations hereunder or substitute any such pledge or assignee for such Lender as a party hereto.
(k) Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a
register in the United States on which it enters the name and address of each participant and the principal amounts and stated interest of each participant’s
interest in the Loans, Commitments or other obligations under this Agreement (the “ Participant Register ”); provided , that no Lender shall have any
obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any participant or any information relating to a
participant’s interest in any Commitments, Loans, or its other obligations under this Agreement) except to the extent that such disclosure is necessary to
establish that the Loans are in registered form under Treas. Reg. § 5f.103-1(c). The entries in the Participant Register shall be conclusive absent manifest
error, and such Lender shall treat each person whose name is recorded in the Participant Register as owner of such participation for all purposes of this
Agreement.
SECTION 8.08. Confidentiality . Neither the Agent nor any Lender may disclose to any Person any confidential, proprietary or non-
public information of any Loan Party furnished to the Agent or the Lenders by any Loan Party, including, without limitation (1) earnings and other financial
information and forecasts, budgets, projections, plans, (including, without limitation, any confirmations of publicly disclosed advice regarding any material
matter); (2) mergers, acquisitions, tender offers, joint ventures, disposition or changes in assets; (3) new products or discoveries or developments regarding
the Company’s customers or suppliers; (4) changes in control or in management; (5) changes in auditors or auditor notifications to the Company;
(6) securities redemptions, splits, repurchase plans, changes in dividends, changes in rights of holders or sales of additional securities; and (7) negative news
relating to such matters as physical damage to properties from significant events, loss of significant contractual relationship, material litigation, defaults
under contracts or securities, bankruptcy (including the Cases) or receivership (such information being referred to collectively herein as the “ Borrower
Information ”), except that each of the Agent, the Collateral Agent and each of the Lenders may disclose Borrower Information (i) to its Affiliates and to its
and its Affiliates’ managers, administrators, partners, employees, trustees, officers, directors, agents, advisors and other representatives solely for purposes
of this Agreement, any Notes and the transactions contemplated hereby (it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Borrower Information and instructed to keep such Borrower Information confidential on terms substantially no
less restrictive than those provided herein), (ii) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-
regulating authority, such as the National Association of Insurance Commissioners), provided , to the extent permitted by law and practicable under the
circumstances, the Agent or such Lender shall provide the Company with prompt notice of such requested disclosure so that the Company may seek a
protective order prior to the time when the Agent or such Lender is required to make such disclosure (except in the case of any disclosure made in the
course of any examination conducted by bank regulatory authority), (iii) to the extent required by applicable laws or regulations or by any subpoena or
similar legal process, provided , to the extent permitted by law and practicable under the circumstances, the Agent or such Lender shall provide the
Company with prompt notice of such requested disclosure so that the Company may seek a protective order prior to the time when the Agent or such
Lender is required to make such disclosure, (iv) subject to this Section 8.08 , to any other Lender to
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