Kodak 2011 Annual Report Download - page 370

The powers granted to the Agent under this Section 16 are coupled with an interest and are irrevocable until the security interest granted
hereunder is released and this Agreement is terminated in accordance with Section 24.
If any Grantor fails to perform any agreement contained herein, the Agent may, but without any obligation to do so, upon notice to the
Grantor with a copy to the Company at least five Business Days in advance and if any Grantor fails to cure within such period, itself perform, or cause
performance of, such agreement, and the expenses of the Agent incurred in connection therewith shall be payable by such Grantor under Section 20.
(d) to file any claims or take any action or institute any proceedings that the Agent may deem necessary or desirable for the collection of any
of the Collateral or otherwise to enforce compliance with the terms and conditions of any Assigned Agreement or the rights of the Agent
with respect to any of the Collateral.
SECTION 17
AGENT MAY PERFORM
SECTION 18
THE AGENT'S DUTIES
(a)
The powers conferred on the Agent hereunder are solely to protect the Secured Parties' interest in the Collateral and shall not impose any
duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys
actually received by it hereunder, the Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to
calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Secured Party has or is
deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other
rights pertaining to any Collateral. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any
Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property.
(b)
Anything contained herein to the contrary notwithstanding, the Agent may from time to time, when the Agent deems it to be necessary,
appoint one or more of its Affiliates or branches (or, with the consent of the Borrower, any other Persons) subagents (each a “
Subagent
”)
for the Agent hereunder with respect to all or any part of the Collateral. In the event that the Agent so appoints any Subagent with
respect to any Collateral, (i) the assignment and pledge of such Collateral and the security interest granted in such Collateral by each
Grantor hereunder shall be deemed for purposes of this Agreement to have been made to such Subagent, in addition to the Agent, for the
ratable benefit of the Secured Parties, as security for the Secured Obligations of such Grantor, (ii) such Subagent shall automatically be
vested, in addition to the Agent, with all rights, powers, privileges, interests and remedies of the Agent hereunder with respect to such
Collateral, and (iii) the term “Agent”,
when used herein in relation to any rights, powers, privileges, interests and remedies of the Agent
with respect to such Collateral, shall include such Subagent;
provided
,
however
, that no such Subagent shall be authorized to take
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