Kodak 2011 Annual Report Download - page 379

Exhibit A to the
Canadian Security Agreement
FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise
modified from time to time, the “ IP Security Agreement ”)
dated __________, 20_, is made by the Persons listed on the signature pages hereof
(collectively, the “ Grantors ”) in favour of Citicorp North America, Inc., as agent (the “ Agent ”)
for the Secured Parties (as defined in the Canadian
Security Agreement referred to below).
WHEREAS, Eastman Kodak Company, a New Jersey corporation and debtor and debtor-in-
possession in a case pending under Chapter
11 of the Bankruptcy Code (as defined in the Credit Agreement), and Kodak Canada Inc., an Ontario corporation, have entered into a Debtor-in-
Possession
Credit Agreement dated as of January 20, 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “
Credit
Agreement ”),
with Citicorp North America, Inc., as Agent, and the Lenders party thereto. Terms defined in the Credit Agreement and not otherwise
defined herein are used herein as defined in the Credit Agreement.
WHEREAS, as a condition precedent to the making of Canadian Revolving Loans by the Lenders under the Credit Agreement, each
Grantor has executed and delivered that certain Canadian Security Agreement dated January [ ], 2012, made by the Grantors to the Agent (as amended,
amended and restated, supplemented or otherwise modified from time to time, the “ Canadian Security Agreement ”).
WHEREAS, under the terms of the Canadian Security Agreement, the Grantors have granted to the Agent, for the ratable benefit of the
Secured Parties, a security interest in, among other property, certain intellectual property of the Grantors, and have agreed as a condition thereof to execute
this IP Security Agreement for recording with the Canadian Intellectual Property Office and other governmental authorities.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor
agrees as follows:
SECTION 1 GRANT OF SECURITY
Each Grantor hereby grants to the Agent for the ratable benefit of the Secured Parties a security interest in all of such Grantor's right, title
and interest in and to the following (the “ Collateral ”):
(
a)
the patents and patent applications set forth in Schedule A hereto;
(b)
the trademark and service mark registrations and applications set forth in Schedule B hereto, together with the goodwill symbolized
thereby;