Kodak 2011 Annual Report Download - page 447

in part by the Agent for the ratable benefit of the Secured Parties against, all or any part of the Secured Obligations, in accordance with
Section 6.04 of the Credit Agreement.
(c)
All payments received by any Grantor under or in connection with any Assigned Agreement or otherwise in respect of the
Collateral shall be received in trust for the benefit of the Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid
over to the Agent in the same form as so received (with any necessary indorsement).
(d)
Subject to the provisions of Section 9.06 of the Credit Agreement, the Agent may, without notice to any Grantor except as
required by law (including the Bankruptcy Code or any Order of the Bankruptcy Court entered in connection with the Cases) and at any time or
from time to time, charge, set off and otherwise apply all or any part of the Secured Obligations against any funds held with respect to the Account
Collateral or in any other deposit account.
(e) In the event of any sale or other disposition of any of the Intellectual Property Collateral of any Grantor, the goodwill
symbolized by any Trademarks subject to such sale or other disposition shall be included therein, and such Grantor shall supply to the Agent or its
designee, to the extent practicable, tangible embodiments of such Grantor’s know-how and expertise, and documents relating to any Intellectual
Property Collateral subject to such sale or other disposition, and such Grantor’s customer lists and other records and documents relating to such
Intellectual Property Collateral and to the manufacture, distribution, advertising and sale of products and services of such Grantor.
(f) In each case under this Agreement in which the Agent takes any action with respect to the Collateral, including
proceeds, the Agent shall provide to the Company such records and information regarding the possession, control, sale and any receipt of
amounts with respect to such Collateral as may be reasonably requested by the Company as a basis for the preparation of the company's
financial statements in accordance with GAAP.
With respect to the foregoing, the Agent shall provide the Company (with a copy to counsel for the Official Creditors’ Committee in the Cases and to the
United States Trustee for the Southern District of New York) with seven (7) days’
written notice prior to taking the actions contemplated by this Section 19;
provided,
that the Agent may take the actions contemplated by this Section 19 without further order from the Bankruptcy Court.
Section 20. Indemnity and Expenses
(a) Each Grantor agrees to indemnify, defend and save and hold harmless each Secured Party and each of their Affiliates and their
respective officers, directors, employees, trustees, agents and advisors (each, an “ Indemnified Party ”)
from and against, and shall pay on demand, any and
all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or
asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or resulting from this Agreement (including, without
limitation, enforcement of this Agreement), except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment
by a court of competent
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