Kodak 2011 Annual Report Download - page 226

within 60 days after such request, formation or acquisition, take, and cause each Loan Party to take, whatever action (including, without limitation, the
filing of UCC and/or PPSA financing statements (or similar registrations or filings), the giving of notices and the endorsement of notices on title
documents) may be necessary or advisable in the reasonable opinion of the Agent to vest in the Agent (or in any representative of the Agent designated by
it) valid and subsisting Liens on the properties purported to be subject to the pledges, assignments, security agreement supplements, intellectual property
security agreement supplements and security agreements delivered pursuant to this Section 5.01(h) , enforceable against all third parties in accordance with
their terms (other than in respect of the Specified Collateral as set forth in Section 6(m) of the US Security Agreement and Section 6(m) of the Canadian
Security Agreement),
(iii) within 60 days after such request, formation or acquisition, deliver to the Agent, upon the request of the Agent in its sole
discretion, a signed copy of one or more favorable opinions, addressed to the Agent and the other Secured Parties, of counsel for the Loan Parties
reasonably acceptable to the Agent as to (A) such guaranties, guaranty supplements, pledges, assignments, security agreement supplements,
intellectual property security agreement supplements and security agreements described in clauses (i) , (ii) and (iii) above being legal, valid and
binding obligations of each Loan Party party thereto enforceable in accordance with their terms and as to the matters contained in clause (iii)
above, subject to customary exceptions, (B) such recordings, filings, notices, endorsements and other actions being sufficient to create valid
perfected Liens on such assets, and (C) such other matters as the Agent may reasonably request, consistent with the opinions delivered on the
Effective Date (to the extent applicable).
(iv) at any time and from time to time, promptly execute and deliver, and cause each Loan Party and each Subsidiary to
execute and deliver, any and all further instruments and documents and take, and cause such Subsidiary to take, all such other action as the Agent
may deem reasonably necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of, such guaranties, pledges,
assignments, security agreement supplements, intellectual property security agreement supplements and security agreements to the extent required
by this Section 5.01(h) and the applicable Collateral Documents.
Notwithstanding the foregoing, except as contemplated by the last sentence of Section 2.24(b)
, the Borrowers shall have no obligation to provide
in favor of the Secured Parties perfected security interests in any real property held by the Borrowers or their Subsidiaries.
(i) Further Assurances . (i) Promptly upon the reasonable request by the Agent, or any Lender through the Agent, correct, and cause
each of the other Loan Parties promptly to correct, any material defect or error that may be discovered in any Loan Document or in the execution,
acknowledgment, filing or recordation thereof, and
(ii) Promptly upon the reasonable request by the Agent, or any Lender through the Agent, do, execute, acknowledge, deliver,
record, re-record, file, re-file, register and re-register any and all such further acts, pledge agreements, assignments, financing statements and
continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as the Agent, or any
Lender through the Agent, may reasonably require from time to time in order to (A) carry out more effectively the purposes of the Loan
Documents, (B) to the fullest extent permitted by applicable law and the terms of this Agreement and the Collateral Documents, subject any Loan
Party’s properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (C) perfect
and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and
(D) assure, convey, grant, assign, transfer,
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