Kodak 2011 Annual Report Download - page 501

of an Event of Default and upon written notice to such Grantor of its intention to do so, to notify the Obligors under any Assigned
Agreements and Receivables of the assignment of such Assigned Agreements to the Agent and to direct such Obligors to make payment
of all amounts due or to become due to such Grantor thereunder directly to the Agent and, upon such notification and at the expense of
such Grantor, to enforce collection of any such Assigned Agreements and Receivables, to adjust, settle or compromise the amount or
payment thereof, in the same manner and to the same extent as such Grantor might have done, and to otherwise exercise all rights with
respect to such Assigned Agreements and Receivables. After receipt by any Grantor of the notice from the Agent referred to in the
proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by such Grantor in
respect of the Assigned Agreements and Receivables of such Grantor shall be received in trust for the benefit of the Secured Parties, 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 endorsement) to be deposited in the Agent Sweep Account in Canada and either (A) released to such Grantor so long as no
Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as
provided in Section 19(o) of this Agreement or as provided in Section 2.18(h) of the Credit Agreement and (ii) such Grantor will not
adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement, release wholly or
partly any Obligor thereof or allow any credit or discount thereon other than credits or discounts given in the ordinary course of business.
SECTION 11
AS TO INTELLECTUAL PROPERTY COLLATERAL
(a)
With respect to each item of its Intellectual Property Collateral material to the business of the Grantors, each Grantor agrees to take, at its
expense, all commercially reasonable steps as determined in Grantor's reasonable discretion, including, without limitation, in the
Canadian Intellectual Property Office and any other governmental authority, to (i) maintain the validity and enforceability of such
Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration
and maintenance (in accordance with the exercise of such Grantor's reasonable business discretion) of each patent, trademark, or
copyright registration or application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without
limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the Canadian Intellectual Property
Office or other governmental authorities, the filing of applications for renewal or extension, the filing of divisional, continuation,
continuation-in-
part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in
interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings initiated by third parties, in each
case except where the failure to so file, register, maintain or participate is not reasonably likely to have a Material Adverse Effect. No
Grantor shall, without the written consent of the Agent, which shall not be unreasonably withheld or delayed, discontinue use
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