Kodak 2011 Annual Report Download - page 316

Bankruptcy Code or any Order of the Bankruptcy Court entered in connection with the Cases or (y) subject to certain corporate actions by
the holders or issuers of non-US Initial Pledged Equity which have not occurred as of the Effective Date and governmental approvals or consents to pledge
or transfer with respect to the issuers of non-US Pledged Equity which have not yet been obtained as to which Grantor shall, to the extent permitted by and
in accordance with the Interim Order (and when applicable, the Final Order) and without further notice from the Bankruptcy Court, use commercially
reasonable efforts to complete as soon as practicable after the date hereof.
(a) With respect to any Security Collateral representing interests in Subsidiaries in which any Grantor has any right, title or interest
and that constitutes an uncertificated security, such Grantor will, 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, use commercially reasonable efforts to cause the issuer thereof to agree in an
authenticated record with such Grantor and the Agent that, upon notice from the Agent that an Event of Default has occurred and is continuing, such issuer
will comply with instructions with respect to such security originated by the Agent without further consent of such Grantor, such authenticated record to be
in form and substance reasonably satisfactory to the Agent. Upon the request of the Agent upon the occurrence and during the continuance of an Event of
Default, each Grantor will notify each issuer of other Security Collateral as provided in Section 4(e) below.
(b) With respect to any securities or commodity account, any Security Collateral that constitutes a security entitlement as to which
the financial institution acting as Agent hereunder is not the securities intermediary, upon the request of the Agent upon the occurrence and during the
continuance of an Event of Default the relevant Grantor will, 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, use its commercially reasonable efforts to cause the securities intermediary with respect
to such security or commodity account or security entitlement to identify in its records the Agent as the entitlement holder thereof.
(c) Upon the request of the Agent upon the occurrence and during the continuance of an Event of Default, each Grantor 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,
cause the Security Collateral to be registered in the name of the Agent or such of its nominees as the Agent shall direct, subject only to the revocable rights
specified in Section 12(a). In addition, the Agent 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, have the right upon the occurrence and during the continuance of an Event of Default to
convert Security Collateral consisting of financial assets credited to any securities account or the L/C Cash Deposit Account to Security Collateral
consisting of financial assets held directly by the Agent, and to convert Security Collateral consisting of financial assets held directly by the Agent to
Security Collateral consisting of financial assets credited to any securities or commodity account or the L/C Cash Deposit Account.
(d) Upon the request of the Agent upon the occurrence and during the continuance of an Event of Default, each Grantor will, to the
extent permitted by and in
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