Kodak 2011 Annual Report Download - page 375

This Agreement shall create a continuing security interest in the Collateral and shall (a) except as otherwise provided in Section 9.16 of
the Credit Agreement, remain in full force and effect until the latest of (i) the payment in full in cash of the Secured Obligations, and (ii) the Termination
Date, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Agent hereunder, to the benefit
of the Secured Parties and their respective successors, permitted transferees and permitted assigns. Without limiting the generality of the foregoing clause
(c), to the extent permitted in Section 9.08 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and
obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Canadian Revolving Loans owing to it
and the Note or Notes, if any, held by it) to any permitted transferee, and such permitted transferee shall thereupon become vested with all the benefits in
respect thereof granted to such Lender herein or otherwise.
(c)
The definitions of certain terms used in this Agreement are set forth in the following locations:
Account Collateral
Section 1(h)
Additional Grantor
Section 21(b)
Agreement
Preamble
Agreement Collateral
Section 1(g)
Assigned Agreements
Section 1(g)
Borrower
Preamble
Canadian Security Agreement Supplement
Section 21(b)
Collateral
Section 1
Company
Preliminary Statements (1)
Contractual Rights
Section 1
Copyrights
Section 1(i)(iii)
Credit Agreement
Preliminary Statements (1)
Deposit Account Control Agreement
Section 5(a)
Equipment
Section 1(a)
Grantor, Grantors
Preamble
Initial Pledged Debt
Preliminary Statements (2)
Initial Pledged Equity
Preliminary Statements (2)
Intellectual Property Collateral
Section 1(i)
Inventory
Section 1(b)
Investment Property
Section 1(f)(vi)
IP Agreements
Section 1(i)(v)
Obligor
Section 5(a)
Patents
Section 1(i)(i)
Pledged Debt
Section 1(f)(iv)
Pledged Deposit Accounts
Preliminary Statements (3)
Pledged Equity
Section 1(f)(iii)
PPSA
Preliminary Statements (5)
Receivables
Section 1(c)
Receiver
Section 19(b)
Related Contracts
Section 1(c)
Secured Obligations
Section 2
Secured Parties
Section 2
Security Collateral
Section 1(f)
Specified Collateral
Section 6(m)
STA/Recitals
Preliminary Statements (5)
Trademarks
Section 1(i)(ii)
Trade Secrets
Section 1(i)(iii)
SECTION 23
CONTINUING SECURITY INTEREST; ASSIGNMENTS UNDER THE CREDIT AGREEMENT
SECTION 24
RELEASE; TERMINATION
(a)
Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan
Documents, the security interests granted under this Agreement by such Grantor in such Collateral shall immediately terminate and
automatically be released and Agent will promptly deliver at the Grantor's request to such Grantor all certificates representing any
Pledged Equity released and all notes and other instruments representing any Pledged Debt, Receivables or other Collateral, and Agent
will, at such Grantor's expense, promptly execute and deliver to such Grantor such 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 (i) 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