Kodak 2011 Annual Report Download - page 450

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 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 all
certificates representing any Pledged Equity or Pledged Debt, Receivables or other Collateral.
Section 25. Execution in Counterparts
This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and
all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by
telecopier or .pdf shall be effective as delivery of an original executed counterpart of this Agreement.
Section 26. Governing Law
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.
Section 27. Jurisdiction; Waiver of Jury Trial
(a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction
of the Bankruptcy Court and, if the Bankruptcy Court does not have (or abstains from jurisdiction), to the nonexclusive jurisdiction of any New York State
court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in the Bankruptcy Court or any such New
York State court, as applicable, or, to the extent permitted by law, in such federal court. Each Grantor hereby further irrevocably consents to the service of
process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the
Company at its address specified pursuant to Section 9.02 of the Credit Agreement. Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by
law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement in the
courts of any jurisdiction.
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