Kodak 2011 Annual Report Download - page 311

State of New York; provided that, if perfection or the effect of perfection or non perfection or the priority of the security interest in any
Collateral is governed (or would be governed, absent the Orders) by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New
York, “UCC”
means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to
such perfection, effect of perfection or non perfection or priority.
NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to make Loans and issue Letters of Credit under
the Credit Agreement, each Grantor hereby agrees with the Agent for the ratable benefit of the Secured Parties as follows:
Section 1. Grant of Security . In addition to the security interest set forth in the Interim Order (and, when applicable, the Final Order),
each Grantor hereby grants to the Agent, for the ratable benefit of the Secured Parties, a security interest in such Grantor’s right, title and interest in and to
the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Grantor, wherever located, and
whether now or hereafter existing or arising (collectively, the “ Collateral ”) ( provided , however , that notwithstanding anything herein to the contrary, in
no event shall the Collateral include or the security interest granted under this Section 1 hereof attach to: (A) any deposit account for taxes, payroll,
employee benefits or similar items and any other account or financial asset in which such security interest would be unlawful or in violation of any Plan or
employee benefit agreement, (B) any lease, license, contract, or agreement or other property right (including any United States of America intent-to-use
trademark or service mark application), to which any Grantor is a party or of any of its rights or interests thereunder if and for so long as the grant of such
security interest shall constitute or result in: (x) the abandonment, invalidation, unenforceability or other impairment of any right, title or interest of any
Grantor therein, or (y) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, agreement or other property
right pursuant to any provision thereof, in the case of each of clause (x) and (y) to the extent the applicable provision is not rendered ineffective by
applicable law or the Orders, (C) any of the outstanding capital stock of a CFC in excess of 65% of the voting power of all classes of capital stock of such
CFC entitled to vote, (D) any real property or fixture, or (E) if and to the extent invoked pursuant to the Orders, proceeds in an amount equal to the Carve-
Out):
(a) all equipment in all of its forms, including, without limitation, all machinery, tools, motor vehicles, vessels, aircraft and
furniture (excepting all fixtures), and all parts thereof and all accessions thereto, including, without limitation, computer programs and supporting
information that constitute equipment within the meaning of the UCC (any and all such property being the “ Equipment ”);
(
b) all inventory in all of its forms, including, without limitation, (i) all raw materials, work in process, finished goods and materials
used or consumed in the manufacture, production, preparation or shipping thereof, (ii) goods in which such Grantor has an interest in mass or a
joint or other interest or right of any kind (including, without limitation, goods in which such Grantor has an interest or right as consignee) and (iii)
goods that are returned to or repossessed or stopped in transit by such Grantor, and all accessions thereto and products thereof and documents
therefor, including, without
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