Kodak 2011 Annual Report Download - page 334

documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security
interest granted hereby; provided , however , that no such documents shall be required unless such Grantor shall have delivered to the Agent, at least five
Business Days prior to the date such documents are required by Grantor, or such lesser period of time agreed by the Agent, a written request for release
describing the item of Collateral and the consideration to be received in the sale, transfer or other disposition and any expenses in connection therewith,
together with a form of release for execution by the Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan
Documents.
(b) The pledge and security interest granted hereby will be terminated as set forth in Section 9.16(b) of the Credit Agreement and
upon such termination all rights to the Collateral shall revert to the applicable Grantor and the Agent will promptly deliver to the applicable Grantors all
certificates representing any Pledged Equity or Pledged Debt, Receivables or other Collateral.
Section 25. Execution in Counterparts . This Agreement may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Agreement by telecopier or .pdf shall be effective as delivery of an original executed counterpart of this Agreement.
Section 26. Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of New
York and (to the extent applicable) the Bankruptcy Code.
Section 27. Jurisdiction; Waiver of Jury Trial . (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself
and its property, to the nonexclusive jurisdiction of the Bankruptcy Court and, if the Bankruptcy Court does not have (or abstains from jurisdiction), to the
nonexclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of
the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in
the Bankruptcy Court or any such New York State court, as applicable, or, to the extent permitted by law, in such federal court. Each Grantor hereby
further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or
certified mail, postage prepaid, to the Company at its address specified pursuant to Section 9.02 of the Credit Agreement. Each of the parties hereto agrees
that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to
this Agreement in the courts of any jurisdiction.
(b) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this
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