Kodak 2011 Annual Report Download - page 248

constituting an allowed claim in such proceeding (“ Post-Petition Interest ”)) before such Guarantor receives payment of any Subordinated Obligations.
(d) Turn-Over . After the occurrence and during the continuance of any Event of Default, each Guarantor shall, if the Agent (with the
consent or at the direction of the Required Lenders) so requests, collect, enforce and receive payments on account of the Subordinated Obligations as trustee
for the Agent and the Lenders and deliver such payments to the Agent on account of the applicable Guaranteed Obligations (including all Post-Petition
Interest), together with any necessary endorsements or other instruments of transfer, but without reducing or affecting in any manner the liability of such
Guarantor under the other provisions of this Guaranty.
(e) Agent Authorization . After the occurrence and during the continuance of any Event of Default, the Agent is authorized and
empowered (but without any obligation to so do), in its discretion, (i) in the name of each Guarantor, to collect and enforce, and to submit claims in respect
of, the Subordinated Obligations and to apply any amounts received thereon to the applicable Guaranteed Obligations (including any and all Post-Petition
Interest), and (ii) to require each Guarantor (A) to collect and enforce, and to submit claims in respect of, the Subordinated Obligations and (B) to pay any
amounts received on such obligations to the Agent for application to the applicable Guaranteed Obligations (including any and all Post-Petition Interest).
SECTION 6.11. Continuing Guaranty; Assignments . This Guaranty is a continuing guaranty and shall (a) except as provided in the
next succeeding sentence, remain in full force and effect until the latest of (i) the payment in full in cash of the applicable Guaranteed Obligations and all
other amounts payable under this Guaranty, (ii) the Termination Date and (iii) the latest date of expiration or termination of all Letters of Credit, (b) be
binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Agent and the Lenders and their
successors, permitted transferees and permitted assigns. Upon the sale of a Guarantor or any or all of the assets of any Guarantor to the extent permitted in
accordance with the terms of the Loan Documents or upon such Guarantor otherwise ceasing to be a Subsidiary of the Company organized under the laws
of a state of the United States of America or Canada (or a province thereof) without violation of the terms of this Agreement, such Guarantor (and its
Subsidiaries) or such assets shall be automatically released from this Guaranty or any Guaranty Supplement, and all pledges and security interests of the
equity of such Guarantor or any Subsidiary of such Guarantor and all other pledges and security interests in the assets of such Guarantor and any of its
Subsidiaries shall be released as provided in Section 8.13 . Without limiting the generality of clause (c) above, the Agent or any Lender may assign or
otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of its Commitments,
the Revolving Loans owing to it and any Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the
benefits in respect thereof granted to such Lender herein or otherwise, in each case as and to the extent provided in Section 8.07 . No Guarantor shall have
the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders.
ARTICLE VII
THE AGENT
SECTION 7.01. Authorization and Action . (a) Each Lender hereby irrevocably appoints Citicorp North America, Inc. to act on its
behalf as the Agent hereunder and under the other Loan Documents and authorizes the Agent to take such actions on its behalf and to exercise such powers
as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.
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