Kodak 2011 Annual Report Download - page 505

Each Grantor hereby irrevocably appoints the Agent such Grantor's attorney-in-
fact, with full authority in the place and stead of such
Grantor and in the name of such Grantor or otherwise, from time to time, upon the occurrence and during the continuance of an Event of Default, in the
Agent's discretion, to take any action and to execute any instrument that the Agent may deem necessary or advisable to accomplish the purposes of this
Agreement, including, without limitation:
or hereafter becomes a beneficiary or assignee. Upon request of the Agent, each Grantor will promptly use commercially reasonable
efforts to cause the issuer of each letter-of-
credit with a stated amount in excess of $5,000,000 and each nominated person (if any) with
respect thereto to consent to such assignment of the proceeds thereof pursuant to a consent in form and substance reasonably satisfactory
to the Agent and deliver written evidence of such consent to the Agent.
(b)
Upon the occurrence and during the continuance of an Event of Default, each Grantor will, promptly upon request by the Agent, (i) notify
(and such Grantor hereby authorizes the Agent to notify) the issuer and each nominated person with respect to each of the Related
Contracts consisting of letters of credit that the proceeds thereof have been assigned to the Agent hereunder and any payments due or to
become due in respect thereof are to be made directly to the Agent or its designee and (ii) arrange for the Agent to become the transferee
beneficiary of letter of credit.
SECTION 15
TRANSFERS AND OTHER LIENS; ADDITIONAL SHARES
(a)
Each Grantor agrees that it will not (i) sell, assign or dispose of Collateral except as permitted under the terms of the Credit Agreement, or
(ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the pledge, assignment and
security interest created under this Agreement and Liens permitted under the Credit Agreement.
(b)
Subject to the terms of the Credit Agreement and this Agreement, each Grantor agrees that it will (i) cause each issuer of the Pledged
Equity pledged by such Grantor not to issue any equity interests or other securities in addition to or in substitution for the Pledged Equity
issued by such issuer except to such Grantor or its Affiliates, and (ii) pledge hereunder, promptly upon its acquisition (directly or
indirectly) thereof, any and all additional equity interests or other securities as required by Section 5.01(i) of the Credit Agreement from
time to time acquired by such Grantor in any manner.
SECTION 16
AGENT APPOINTED ATTORNEY IN FACT
(a)
to obtain and adjust insurance required to be paid to the Agent pursuant to Section 9,
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