Kodak 2011 Annual Report Download - page 448

jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct.
(b) Each Grantor will upon demand pay to the Agent the amount of any and all reasonable expenses, including, without limitation, the
reasonable fees and expenses of its counsel and of any experts and agents, that the Agent may incur in connection with (i) the custody, preservation, use or
operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Grantor, (ii) the exercise or enforcement of any of the
rights of the Agent or the other Secured Parties hereunder or (iii) the failure by such Grantor to perform or observe any of the provisions hereof.
Section 21. Amendments; Waivers; Additional Grantors; Etc.
(a) No amendment or waiver of any provision of this Agreement, and no consent to any departure by any Grantor herefrom, shall in any
event be effective unless the same shall be in writing and signed by the Agent and, with respect to any amendment, the Company on behalf of the Grantors,
and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of the
Agent or any other Secured Party to exercise, and no delay in exercising any right hereunder, shall operate as a waiver thereof; nor shall any single or partial
exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.
(b) Upon the execution and delivery by any Person of a security agreement supplement in substantially the form of Exhibit C hereto
(each a “ Security Agreement Supplement ”), such Person shall be referred to as an “ Additional Grantor ” and shall be and become a Grantor hereunder,
and each reference in this Agreement and the other Loan Documents to “Grantor” shall also mean and be a reference to such Additional Grantor, each
reference in this Agreement and the other Loan Documents to the “Collateral” shall also mean and be a reference to the Collateral granted by such
Additional Grantor and each reference in this Agreement to a Schedule shall also mean and be a reference to the schedules attached to such Security
Agreement Supplement.
Section 22. Confidentiality; Notices; References.
(a) The confidentiality provisions of Section 9.09 of the Credit Agreement shall apply to all information received by the Agent or any
Lender under this Agreement.
(b) All notices and other communications provided for hereunder shall be delivered as provided in Section 9.02 of the Credit
Agreement.
(c) The definitions of certain terms used in this Agreement are set forth in the following locations:
Section 23. Continuing Security Interest; Assignments Under the Credit Agreement
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, (ii) the Termination Date
Account Collateral
Section 1(f)
Agreement
Preamble
Agreement Collateral
Section 1(e)
Assigned Agreements
Section 1(e)
Company
Preamble
Collateral
Section 1
Copyrights
Section 1 (g)(iii)
Credit Agreement
Recitals (1)
Deposit Account Control Agreement
Section 5(a)
Deposit Accounts
Recitals (3)
Equipment
Section 1(a)
Grantor, Grantors
Preamble
Initial Pledged Debt
Recitals (2)
Initial Pledged Equity
Recitals (2)
Intellectual Property Collateral
Section 1(g)
Inventory
Section 1(b)
IP Agreements
Section 1(g)(v)
Obligor
Section 5(a)
Patents
Section 1(g)(i)
Pledged Debt
Section 1(d)(iv)
Pledged Equity
Section 1(d)(iii)
Receivables
Section 1(c)
Related Contracts
Section 1(c)
Secured Obligations
Section 2
Secured Parties
Section 2
Security Collateral
Section 1(d)
Specified Collateral
Section 6(m)
Trademarks
Section 1(g)(ii)
Trade Secrets
Section 1(g)(iii)
UCC
Recitals (6)