Kodak 2011 Annual Report Download - page 408

Section 7 Miscellaneous .
7.1 Matters Relating to Loan Documents . The Loan Documents may be amended, supplemented, waived or otherwise modified in
accordance with their terms; provided , however , that, without the consent of the Agent, no such amendment, supplement, modification or waiver shall (i)
contravene any provision of this Agreement, (ii) increase the aggregate committed amount under the Revolver Facility to an amount greater than the full
amount of Revolving Commitments authorized by the Bankruptcy Court in the Final Order plus $50,000,000, or (iii) increase the aggregate principal
amount of the Term Loans under the Term Facility to an amount greater than the full amount of Term Loans authorized by the Bankruptcy Court in the
Final Order, or permit any Term Loans repaid or prepaid in accordance with the DIP Credit Agreement to be reborrowed.
7.2 Conflicts . In the event of any conflict between the provisions of this Agreement and the provisions of any Loan Document, the
provisions of this Agreement shall govern.
7.3 Continuing Nature of Provisions . This Agreement shall continue to be effective, and shall not be revocable by any party hereto, until
the later of the Revolver Discharge Date and the Term Discharge Date; provided the provisions of Section 2.6 hereof shall continue to be effective until all
of the obligations to take action on and after the applicable Discharge Date shall be complete. This is a continuing agreement and the Secured Parties may
continue, at any time and without notice to the other parties hereto, to extend credit and other financial accommodations, lend monies and provide
indebtedness to, or for the benefit of, Grantors or any other grantors on the faith hereof.
7.4 Amendments; Waivers . No amendment or modification of any of the provisions of this Agreement shall be effective unless the same
shall be in writing and signed by the Agent on behalf of the Secured Parties and to the extent any such amendment or modification shall alter the rights or
obligations of any Grantor, the Company.
7.5 Governing Law .
(a) 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.
(b) EACH PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
EXCLUSIVE JURISDICTION OF THE BANKRUPTCY COURT AND, IF THE BANKRUPTCY COURT DOES NOT HAVE (OR ABSTAINS FROM)
JURISDICTION, OF THE COURTS OF THE STATE OF NEW YORK IN THE BOROUGH OF MANHATTAN AND OF THE UNITED STATES
DISTRICT
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