Common use of Confidentiality; Notices; References Clause in Contracts

Confidentiality; Notices; References. (a) Each of the Collateral Agent and the Secured Parties agree to maintain the confidentiality of the Information (as defined below) except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, and funding sources on a “need to know” basis (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential and shall agree to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by Applicable Law or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Transaction Document or the enforcement of rights hereunder or thereunder, (f) subject to a written agreement containing provisions substantially the same as those of this Section 24, to any permitted assignee of, or any permitted prospective assignee of, any of its rights or obligations under this Agreement, (g) with the prior written consent of the Company or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 24 or (ii) becomes available to the Collateral Agent or any Noteholder on a non-confidential basis from a source other than the Company. For the avoidance of doubt, the obligations of any Secured Party under this Section 24(a) shall not be abrogated by such Secured Party’s assignment of its Notes under the terms of the Notes. For the purposes of this Section 24, “Information” means all information received from the Company relating to the Company or its business, other than any such information that is available to the Collateral Agent or any Noteholder on a non-confidential basis prior to disclosure by the Company. Any person required to maintain the confidentiality of Information as provided in this Section 24 shall be considered to have complied with its obligation to do so if such person has exercised the same degree of care to maintain the confidentiality of such Information as such person would accord to its own confidential information. (b) Any notice, request or other communication required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively given on the earlies of: (i) the date delivered, if delivered by personal delivery as against written receipt therefor or by email to an executive officer named below or such officer’s successor, or by facsimile (with successful transmission confirmation which is kept by sending party), (ii) the earlier of the date delivered or the third Business Day after deposit, postage prepaid, in the U.S. Postal Service by certified mail, or (iii) the earlier of the date delivered or the third Business Day after mailing by express courier with delivery costs and fees prepaid, in each case, addressed to each of the other parties thereto entitled at the following addresses (or at such other address as such party may designate by five (5) calendar days’ advance written notice similarly given to each of the other parties hereto): If to Company: Xxxxxxx Kodak Company Attn: General Counsel 000 Xxxxx Xxxxxx Xxxxxxxxx, Xxx Xxxx 00000 Tel: 000-000-0000 Fax: 000-000-0000 Email: Xxxxx.Xxxx@xxxxx.xxx with a copy to (which shall not constitute notice): Xxxxxxxx & Xxxxxxxx LLP Attn: S. Xxxx XxXxxxxx 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Email: xxxxxxxxx@xxxxxxxx.xxx If to Collateral Agent: Wilmington Trust, National Association 000 Xxxxx Xxxx, Xxxxx 000 Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Kodak Notes Administrator Tel: 000-000-0000 Fax: 000-000-0000 Email: xxxxxxxxx@xxxxxxxxxxxxxxx.xxx with a copy to (which shall not constitute notice): Xxxxxxxxx & Xxxxxxx LLP The New York Times Building 000 Xxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx X. Xxxxxx Tel: 000-000-0000 Email: xxxxxxx@xxx.xxx

Confidentiality; Notices; References. (a) Each The Collateral Agent may not disclose to any Person any confidential, proprietary or non-public information of any Grantor furnished to the Collateral Agent and by any Grantor, including, without limitation, any information included in the Secured Parties agree schedules or exhibits to maintain this Agreement (such information being referred to collectively herein as the confidentiality of “Company Information”), except that the Collateral Agent may disclose Company Information (as defined below) except that Information may be disclosed (ai) to its and its Affiliatesaffiliates’ directorsmanagers, administrators, partners, employees, trustees, officers, employees and directors, agents, including accountants, legal counsel advisors and other advisorsrepresentatives solely for purposes of this Agreement, any other Second Lien Documents and funding sources on a “need to know” basis the transactions contemplated hereby and thereby (it being understood that the persons Persons to whom such disclosure is made will be informed of the confidential nature of such Company Information and instructed to keep such Company Information confidential and shall agree to keep such Information confidentialon terms substantially no less restrictive than those provided herein), (bii) to the extent requested by any regulatory authorityauthority purporting to have jurisdiction over it, provided that, to the extent permitted by law and practicable under the circumstances, the Collateral Agent shall provide the Company with prompt notice of such requested disclosure so that the Company may seek a protective order prior to the time when the Collateral Agent is required to make such disclosure, (ciii) to the extent required by Applicable Law applicable laws or regulations or by any subpoena or similar legal process, (d) provided that, to any other party the extent permitted by law and practicable under the circumstances, the Collateral Agent shall provide the Company with prompt notice of such requested disclosure so that the Company may seek a protective order prior to this Agreementthe time when the Collateral Agent is required to make such disclosure, (eiv) as necessary in connection with any security interest filings or in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Transaction Document or the enforcement of rights hereunder or thereunderhereunder, (f) subject to a written agreement containing provisions substantially the same as those of this Section 24, to any permitted assignee of, or any permitted prospective assignee of, any of its rights or obligations under this Agreement, (g) with the prior written consent of the Company or (hv) to the extent such Company Information (iA) is or becomes publicly generally available to the public on a non-confidential basis other than as a result of a breach of this Section 24 23 by the Collateral Agent or by any Second Lien Secured Party, or (iiB) is or becomes legally available to the Collateral Agent or any Noteholder on a non-confidential basis from a source other than a Grantor, provided that the Company. For the avoidance source of doubt, the obligations of any Secured Party under this Section 24(a) shall not be abrogated by such Secured Party’s assignment of its Notes under the terms of the Notes. For the purposes of this Section 24, “Information” means all information received from the Company relating to the Company or its business, other than any such information that is available to was not known by the Collateral Agent to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligations of confidentiality to a Grantor or any Noteholder on a non-confidential basis prior other party with respect to disclosure by such information, (vi) with the consent of the Company. Any person required , and (vii) to maintain the confidentiality of Information as provided in this Section 24 shall be considered to have complied with its obligation to do so if such person has exercised the same degree of care to maintain the confidentiality of such Information as such person would accord to its own confidential informationany party hereto. (b) Any notice, request or All notices and other communication required or permitted communications provided for hereunder shall be given delivered as provided in writing (unless otherwise specified herein) and shall be deemed effectively given on the earlies of: (i) the date delivered, if delivered by personal delivery as against written receipt therefor or by email to an executive officer named below or such officer’s successor, or by facsimile (with successful transmission confirmation which is kept by sending party), (ii) the earlier Section 8.3 of the date delivered or the third Business Day after deposit, postage prepaid, Collateral Trust Agreement. (c) The definitions of certain terms used in this Agreement are set forth in the U.S. Postal Service by certified mailfollowing locations: Account Collateral Section 1(f) Additional Grantor Section 21(b) Agreement Preamble Agreement Collateral Section 1(e) Assigned Agreements Section 1(e) Collateral Section 1 Collateral Agent Preamble Collateral Trust Agreement Preliminary Statements Company Preamble Company Information Section 22(a) Copyrights Section 1(g)(iii) Deposit Account Control Agreement Section 5(a) Equipment Section 1(a) Excluded Property Section 1 First Lien Agent Preliminary Statements First Lien Credit Agreement Preliminary Statements Grantor, or (iiiGrantors Preamble Indenture Preliminary Statements Initial Pledged Equity Preliminary Statements Initial Pledged Debt Preliminary Statements Intellectual Property Collateral Section 1(g) the earlier of the date delivered or the third Business Day after mailing by express courier with delivery costs and fees prepaid, in each case, addressed to each of the other parties thereto entitled at the following addresses (or at such other address as such party may designate by five (5Intellectual Property Security Agreement Section 11(e) calendar days’ advance written notice similarly given to each of the other parties hereto): If to Company: Xxxxxxx Kodak Company Attn: General Counsel 000 Xxxxx Xxxxxx Xxxxxxxxx, Xxx Xxxx 00000 Tel: 000-000-0000 Fax: 000-000-0000 Email: Xxxxx.Xxxx@xxxxx.xxx with a copy to (which shall not constitute notice): Xxxxxxxx & Xxxxxxxx LLP Attn: S. Xxxx XxXxxxxx 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Email: xxxxxxxxx@xxxxxxxx.xxx If to Intercreditor Agreement Preliminary Statements Inventory Section 1(b) IP Agreements Section 1(g)(v) IP Security Agreement Supplement Section 11(f) L/C Cash Deposit Account Preliminary Statements Material Adverse Effect Section 6(o) Material Subsidiary Section 1(d)(iii) Obligor Section 5(a) Patents Section 1(g)(i) Permitted Priority Liens Section 6(m) Pledged Debt Section 1(d)(iv) Pledged Deposit Accounts Preliminary Statements Pledged Equity Section 1(d)(iii) Receivables Section 1(c) Related Contracts Section 1(c) Secured Obligations Section 2(a) Security Agreement Supplement Section 21(b) Security Collateral Agent: Wilmington Trust, National Association 000 Xxxxx Xxxx, Xxxxx 000 Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Kodak Notes Administrator Tel: 000-000-0000 Fax: 000-000-0000 Email: xxxxxxxxx@xxxxxxxxxxxxxxx.xxx with a copy to (which shall not constitute notice): Xxxxxxxxx & Xxxxxxx LLP The New York Times Building 000 Xxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx X. Xxxxxx Tel: 000-000-0000 Email: xxxxxxx@xxx.xxxSection 1(d) Specified Collateral Section 6(m) Subagent Section 18(b) Trademarks Section 1(g)(ii) Trade Secrets Section 1(g)(iii) Trustee Preliminary Statements UCC Preliminary Statements

Confidentiality; Notices; References. (a) Each of the Collateral Agent and the Secured Parties agree to maintain the confidentiality of the Information (as defined below) except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, and funding sources on a “need to know” basis (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential and shall agree to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by Applicable Law or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Transaction Document or the enforcement of rights hereunder or thereunder, (f) subject to a written agreement containing provisions substantially the same as those of this Section 2423, to any permitted assignee of, or any permitted prospective assignee of, any of its rights or obligations under this Agreement, (g) with the prior written consent of the Company or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 24 23 or (ii) becomes available to the Collateral Agent or any Noteholder Holder on a non-confidential basis from a source other than the CompanyCompany (who in the reasonable belief of the Collateral Agent or any Holder is not known to be subject to an agreement regarding confidentiality of such Information. For the avoidance of doubt, the obligations of any Secured Party under this Section 24(a23(a) shall not be abrogated by such Secured Party’s assignment of its Notes under the terms of the Notes. For the purposes of this Section 2423, “Information” means all information received from the Company relating to the Company or its business, other than any such information that is available to the Collateral Agent or any Noteholder Holder on a non-confidential basis prior to disclosure by the Company. Any person required to maintain the confidentiality of Information as provided in this Section 24 shall be considered to have complied with its obligation to do so if such person has exercised the same degree of care to maintain the confidentiality of such Information as such person would accord to its own confidential information. (b) Any notice, request or other communication required or permitted hereunder shall be given in writing (unless otherwise specified hereinwhich may be by PDF attachment sent via email) and shall be deemed effectively given on the earlies of: (i) the date delivered, if delivered by personal delivery as against written receipt therefor or by email to an executive officer named below or such officer’s successor, or by facsimile (with successful transmission confirmation which is kept by sending party), (ii) the earlier of the date delivered or the third Business Day after deposit, postage prepaid, in the U.S. Postal Service by certified mail, or (iii) the earlier of the date delivered or the third Business Day after mailing by express courier with delivery costs and fees prepaid, in each case, addressed to each of the other parties thereto entitled at the following addresses notice locations (or at such other address notice location as such party may designate by five (5) calendar days’ advance written notice similarly given to each of the other parties hereto): If to Company: Xxxxxxx Kodak Company Acorda Therapeutics, Inc. Attn: General Counsel Xxxxx Xxxxxxxx 000 Xxx Xxxx Xxxxx Xxxxxx XxxxxxxxxXxxx Xxxxxxx, Xxx Xxxx 00000 Tel: 000-000-0000 Fax: 000-000-0000 Email: Xxxxx.Xxxx@xxxxx.xxx with a copy to (which shall not constitute notice): Xxxxxxxx & Xxxxxxxx LLP Attn: S. Xxxx XxXxxxxx 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Email: xxxxxxxxx@xxxxxxxx.xxx If to Collateral Agent: Wilmington Trust, National Association 000 Xxxxx Xxxx, Xxxxx 000 Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Kodak Notes Administrator Tel: 000-000-0000 Fax: 000-000-0000 Email: xxxxxxxxx@xxxxxxxxxxxxxxx.xxx with a copy to (which shall not constitute notice): Xxxxxxxxx & Xxxxxxx LLP The New York Times Building Attn: Xxxx Xxxxxxxxx 000 Xxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Email: If to Collateral Agent: Wilmington Trust, National Association 0000 X. Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 Attention: Acorda Notes Administrator Tel: Fax: Email: with a copy to (which shall not constitute notice): Xxxxxxx & Xxxxxxx LLP Xxx Xxxxxxxxxxxx Xxxxx Xxxxxxxx, XX 00000 Attn: Xxxxxx Xxxxx X. Xxxxxx Tel: 000-000-0000 Email: xxxxxxx@xxx.xxx:

Confidentiality; Notices; References. (a) Each The Collateral Agent may not disclose to any Person any confidential, proprietary or non-public information of any Grantor furnished to the Collateral Agent and by any Grantor, including, without limitation, any information included in the Secured Parties agree schedules or exhibits to maintain this Agreement (such information being referred to collectively herein as the confidentiality of “Company Information”), except that the Collateral Agent may disclose Company Information (as defined below) except that Information may be disclosed (ai) to its and its Affiliatesaffiliates’ directorsmanagers, administrators, partners, employees, trustees, officers, employees and directors, agents, including accountants, legal counsel advisors and other advisorsrepresentatives solely for purposes of this Agreement, any other Second Lien Documents and funding sources on a “need to know” basis the transactions contemplated hereby and thereby (it being understood that the persons Persons to whom such disclosure is made will be informed of the confidential nature of such Company Information and instructed to keep such Company Information confidential and shall agree to keep such Information confidentialon terms substantially no less restrictive than those provided herein), (bii) to the extent requested by any regulatory authorityauthority purporting to have jurisdiction over it, provided that, to the extent permitted by law and practicable under the circumstances, the Collateral Agent shall provide the Company with prompt notice of such requested disclosure so that the Company may seek a protective order prior to the time when the Collateral Agent is required to make such disclosure, (ciii) to the extent required by Applicable Law applicable laws or regulations or by any subpoena or similar legal process, (d) provided that, to any other party the extent permitted by law and practicable under the circumstances, the Collateral Agent shall provide the Company with prompt notice of such requested disclosure so that the Company may seek a protective order prior to this Agreementthe time when the Collateral Agent is required to make such disclosure, (eiv) as necessary in connection with any security interest filings or in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Transaction Document or the enforcement of rights hereunder or thereunderhereunder, (f) subject to a written agreement containing provisions substantially the same as those of this Section 24, to any permitted assignee of, or any permitted prospective assignee of, any of its rights or obligations under this Agreement, (g) with the prior written consent of the Company or (hv) to the extent such Company Information (iA) is or becomes publicly generally available to the public on a non-confidential basis other than as a result of a breach of this Section 24 23 by the Collateral Agent or by any Second Lien Secured Party, or (iiB) is or becomes legally available to the Collateral Agent or any Noteholder on a non-confidential nonconfidential basis from a source other than a Grantor, provided that the Company. For the avoidance source of doubt, the obligations of any Secured Party under this Section 24(a) shall not be abrogated by such Secured Party’s assignment of its Notes under the terms of the Notes. For the purposes of this Section 24, “Information” means all information received from the Company relating to the Company or its business, other than any such information that is available to was not known by the Collateral Agent to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligations of confidentiality to a Grantor or any Noteholder on a non-confidential basis prior other party with respect to disclosure by such information, (vi) with the consent of the Company. Any person required , and (vii) to maintain the confidentiality of Information as provided in this Section 24 shall be considered to have complied with its obligation to do so if such person has exercised the same degree of care to maintain the confidentiality of such Information as such person would accord to its own confidential informationany party hereto. (b) Any notice, request or All notices and other communication required or permitted communications provided for hereunder shall be given delivered as provided in writing (unless otherwise specified herein) and shall be deemed effectively given on the earlies of: (i) the date delivered, if delivered by personal delivery as against written receipt therefor or by email to an executive officer named below or such officer’s successor, or by facsimile (with successful transmission confirmation which is kept by sending party), (ii) the earlier Section 8.3 of the date delivered or the third Business Day after deposit, postage prepaid, Collateral Trust Agreement. (c) The definitions of certain terms used in this Agreement are set forth in the U.S. Postal Service by certified mail, or (iiifollowing locations: Account Collateral Section 1(f) the earlier of the date delivered or the third Business Day after mailing by express courier with delivery costs and fees prepaid, in each case, addressed to each of the other parties thereto entitled at the following addresses (or at such other address as such party may designate by five (5Additional Grantor Section 21(b) calendar days’ advance written notice similarly given to each of the other parties hereto): If to Company: Xxxxxxx Kodak Company Attn: General Counsel 000 Xxxxx Xxxxxx Xxxxxxxxx, Xxx Xxxx 00000 Tel: 000-000-0000 Fax: 000-000-0000 Email: Xxxxx.Xxxx@xxxxx.xxx with a copy to (which shall not constitute notice): Xxxxxxxx & Xxxxxxxx LLP Attn: S. Xxxx XxXxxxxx 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Email: xxxxxxxxx@xxxxxxxx.xxx If to Agreement Preamble Agreement Collateral Agent: Wilmington Trust, National Association 000 Xxxxx Xxxx, Xxxxx 000 Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Kodak Notes Administrator Tel: 000-000-0000 Fax: 000-000-0000 Email: xxxxxxxxx@xxxxxxxxxxxxxxx.xxx with a copy to (which shall not constitute notice): Xxxxxxxxx & Xxxxxxx LLP The New York Times Building 000 Xxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx X. Xxxxxx Tel: 000-000-0000 Email: xxxxxxx@xxx.xxxSection 1(e)