Kodak 2011 Annual Report Download - page 328

of the UCC) (if any) with respect thereto to consent to such assignment of the proceeds thereof pursuant to a consent in form and
substance reasonably satisfactory to the Agent and deliver written evidence of such consent to the Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, 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, promptly upon request by
the Agent, (i) notify (and such Grantor hereby authorizes the Agent to notify) the issuer and each nominated person with respect to each of the Related
Contracts consisting of letters of credit that the proceeds thereof have been assigned to the Agent hereunder and any payments due or to become due in
respect thereof are to be made directly to the Agent or its designee and (ii) arrange for the Agent to become the transferee beneficiary of letter of credit.
(c) In the event that any Grantor hereafter acquires or has any commercial tort claim that has been filed with any court in excess of
$20,000,000 in the aggregate, it shall, promptly after such claim has been filed with such court, deliver a supplement to Schedule X hereto, identifying such
new commercial tort claim; provided , however , that, with respect to any commercial tort claim in respect of Intellectual Property Collateral, the obligation
set forth in this Section 14(c) shall only be applicable with respect to any such commercial tort claims to the extent relating to Intellectual Property
Collateral with respect to which the applicable Grantors have executed or otherwise authenticated (or have an obligation pursuant to Section 11(e) to
execute or otherwise authenticate) an Intellectual Property Security Agreement.
Section 15. Transfers and Other Liens; Additional Shares . (a) Each Grantor agrees that it will not (i) sell, assign or otherwise dispose
of, or grant any option with respect to, any of the Collateral, other than sales, assignments and other dispositions of Collateral, and options relating to
Collateral, permitted under the terms of the Credit Agreement or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of such
Grantor except for the pledge, assignment and security interest created under this Agreement and Liens permitted under the Credit Agreement.
(b) Subject to the terms of the Credit Agreement and this Agreement, each Grantor agrees that it will (i) cause each issuer of the
Pledged Equity pledged by such Grantor not to issue any equity interests or other securities in addition to or in substitution for the Pledged Equity issued by
such issuer except to such Grantor or its Affiliates, and (ii) pledge hereunder, promptly upon its acquisition (directly or indirectly) thereof, any and all
additional equity interests or other securities as required by Section 5.01(i) of the Credit Agreement from time to time acquired by such Grantor in any
manner.
Section 16. Agent Appointed Attorney in Fact . Each Grantor hereby irrevocably appoints the Agent such Grantor’s attorney-in-fact,
with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time, upon the occurrence and during
the continuance of an Event of Default, in the Agent’s discretion, to take any action and to execute any instrument, 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, that the Agent may deem
necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
19