Kodak 2011 Annual Report Download - page 486

CANADIAN SECURITY AGREEMENT
CANADIAN SECURITY AGREEMENT dated January 20, 2012 (this " Agreement
") made by Kodak Canada Inc., an Ontario
corporation (the " Borrower
"), and the other Persons listed on the signature pages hereof, or which at any time execute and deliver a Canadian Security
Agreement Supplement (as hereinafter defined) in substantially the form attached hereto as Exhibit C (the Borrower and such other Persons, collectively,
the " Grantors
"), to Citicorp North America, Inc., as agent (in such capacity, together with any successor Agent appointed pursuant to Article VIII of the
Credit Agreement (as hereinafter defined), the " Agent ") for the Secured Parties (as hereinafter defined).
PRELIMINARY STATEMENTS
(1)
Reference is made to the Debtor-in-
Possession Credit Agreement, dated as of January 20, 2012, among the Borrower, Eastman Kodak
Company (the “ Company ”),
the Subsidiaries of the Company party thereto, the Agent and Lenders from time to time party thereto (as
amended, amended and restated, supplemented or otherwise modified from time to time, the "
Credit Agreement
").
(2)
Each Grantor is the owner of the shares of stock or other equity interests in its Subsidiaries set forth on Part I of Schedule I hereto and issued
by the Persons named therein (such shares of stock or other equity interests, the “ Initial Pledged Equity ”).
Each Grantor is the holder of the
indebtedness owed to such Grantor (the " Initial Pledged Debt ") set forth opposite such Grantor’
s name on and as otherwise described in Part
II of Schedule I hereto and issued by the obligors named therein.
(3)
Each Grantor is the owner of the deposit accounts set forth opposite such Grantor’
s name on Schedule II hereto (together with all deposit
accounts now owned or hereafter acquired by the Grantors, the "
Pledged Deposit Accounts
").
(4)
It is a condition precedent to the making of Canadian Revolving Loans by the Lenders under the Credit Agreement that the Grantors shall
have granted the security interests contemplated by this Agreement. Each Grantor will derive substantial direct or indirect benefit from the
transactions contemplated by this Agreement, the Credit Agreement and the other Loan Documents.
(5)
Terms defined in the Credit Agreement and not otherwise defined in this Agreement are used in this Agreement as defined in the Credit
Agreement. Further, unless otherwise defined in this Agreement or in the Credit Agreement and unless the context otherwise requires, all the
terms used in this Agreement without initial capitals, which are defined in the PPSA (as defined below) or the STA (as defined below), have
the same meanings in this Agreement as in the PPSA or the STA, as applicable. " PPSA " means the Personal Property Security Act
as in
effect from time to time in the Province of Ontario; provided that, if the validity, perfection or the effect of perfection or non-
perfection or the
priority of the security interest in any Collateral is governed by the Personal Property Security Act
as in effect in a jurisdiction other than the
Province of Ontario, "
PPSA
" means the
Personal Property