Kodak 2011 Annual Report Download - page 367

(a)
So long as no Default under Section 6.01(a) or (e) of the Credit Agreement shall have occurred and be continuing:
(i)
Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of
such Grantor or any part thereof for any purpose.
(ii)
Each Grantor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the
Security Collateral of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the
Loan Documents; provided, however, that any and all dividends, interest and other distributions paid or payable in the form of
instruments or certificates in respect of, or in exchange for, any Security Collateral, shall be promptly delivered to the Agent to
hold as Security Collateral and shall, if received by such Grantor, be received in trust for the benefit of the Secured Parties, be
segregated from the other property or funds of such Grantor and be promptly delivered to the Agent as Security Collateral in the
same form as so received (with any necessary endorsement).
(iii)
The Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other
instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other
rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is
authorized to receive and retain pursuant to paragraph (ii) above.
(b)
Upon the occurrence and during the continuance of a Default under Section 6.01(a) or (e) of the Credit Agreement:
(i)
All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise
be entitled to exercise pursuant to Section 12(a)(i) shall, upon notice to such Grantor by the Agent, cease and (y) to receive the
dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 12(a)(ii)
shall automatically cease, and all such rights shall thereupon become vested in the Agent for the benefit of the Secured Parties,
which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to
receive and hold as Security Collateral such dividends, interest and other distributions.
(ii)
All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this
Section 12(b) shall be received in trust for the benefit of the Secured Parties, shall be segregated from other funds of such
Grantor and shall be promptly paid over to the Agent as Security Collateral in the same form as so received (with any necessary
endorsement).
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