Kodak 2011 Annual Report Download - page 406

and acknowledge and agree that neither the Term Agent (nor any holder of Term Obligations) shall ever be accountable or liable for any action
taken or omitted by the Revolver Agent or any Revolver Secured Party or its or any of their officers, employees, agents successors or assigns in connection
therewith or incidental thereto or in consequence thereof, including any improper use or disclosure of any proprietary information or other intellectual
property by the Revolver Agent or any Revolver Secured Party or its or any of their officers, employees, agents, successors or assigns or any other damage
to or misuse or loss of any property of the Grantors as a result of any action taken or omitted by the Revolver Agent or its officers, employees, agents,
successors or assigns.
Section 5 Application of Proceeds of Collateral . All cash proceeds received by the Agent in respect of any exercise of Default Remedies with respect to
all or any part of the Collateral shall promptly be applied to the Secured Obligations in accordance with the following order of priority:
First : to the Agent for the Senior Secured Parties with respect to such Collateral, to be applied to the expenses of such sale or other
realization of Collateral, including reasonable compensation to agents of and counsel for such Agent, and all expenses, liabilities and advances
incurred or made by such Agent in connection therewith;
Second : to such Agent to be applied to the repayment of Senior Obligations then outstanding with respect to such Collateral whether or
not then due and payable (including without limitation amounts required to cash collateralize undrawn letters of credit and other contingent
obligations then outstanding that are Senior Obligations, if any, in accordance with the terms of the DIP Credit Agreement) until the Senior
Obligations with respect to such Collateral are repaid in full;
Third
: to such Agent to be applied to the repayment of the Junior Obligations then outstanding with respect to such Collateral whether or
not then due and payable (including without limitation amounts required to cash collateralize undrawn letters of credit and other contingent
obligations then outstanding that are Junior Obligations, in accordance with the terms of the DIP Credit Agreement) until the Junior Obligations
with respect to such Collateral are repaid in full;
Fourth
: any surplus then remaining shall be paid to the applicable Grantor or its successors or assigns or to whomsoever may be lawfully
entitled to receive the same.
Any proceeds of Collateral that may be received by any Junior Secured Party in violation of this Agreement shall be segregated and held
in trust and promptly paid over to the Agent for the Senior Secured Parties for the benefit of the Senior Secured Parties, in the same form as
received,
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