Kodak 2011 Annual Report Download - page 351

NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to make Canadian Revolving Loans under the
Credit Agreement, each Grantor hereby agrees with the Agent for the ratable benefit of the Secured Parties (as hereinafter defined) as follows:
SECTION 1 GRANT OF SECURITY
(1) Each Grantor hereby grants to the Agent, for the ratable benefit of the Secured Parties, a security interest and a security interest is taken in
such Grantor's right, title and interest in and to all of such Grantor's present and future undertaking and property (collectively, the “ Collateral ”)
including,
without limitation, all its present and after acquired personal property and 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, 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) subject to Section 3(b), any lease, license, contract, or agreement or other
property right (“ Contractual Rights ”),
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 Contractual Rights, (C) any real property or fixture,
or (D) the last day of the term of any lease or any agreement therefor now held or hereafter acquired by a Grantor, but should the Agent enforce its security
interest therein the Grantor will thereafter stand possessed of such last day and must hold it in trust to assign the same to any person acquiring such term in
the course of the enforcement of such security interest, or (E) any capital stock or assets of 1680382 Ontario Limited:
Security Act
as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such validity, perfection,
effect of perfection or non-perfection or priority. “ STA ” means the Securities Transfer Act
, 2006, S.O. 2006, c.8 or similar legislation of
any other applicable jurisdiction.
(a)
all equipment in all of its forms, including, without limitation, all machinery, tools, motor vehicles, vessels, aircraft and furniture
(excepting all fixtures), all parts thereof and all accessions thereto and all other tangible personal property which is not Inventory (as
hereafter defined) or consumer goods (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
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