Kodak 2011 Annual Report Download - page 442

recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to
perfect the security interest hereunder in such Intellectual Property Collateral.
Section 12. Voting Rights; Dividends; Etc.
(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, to the extent permitted by and in accordance with the Interim Order
(and when applicable, the Final Order) and without further order from the Bankruptcy Court, be promptly delivered to the Agent to hold as
Security Collateral and shall, to the extent permitted by and in accordance with the Interim Order (and when applicable, the Final Order) and
without further order from the Bankruptcy Court, 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 indorsement).
(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, to the extent permitted by and in accordance with the Interim Order (and when
applicable, the Final Order) and without further order from the Bankruptcy Court, 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.
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