Kodak 2011 Annual Report Download - page 321

default has not been cured; and (E) neither such Grantor nor, to such Grantor’
s knowledge, any other party to such IP Agreement
is in breach or default thereof in any material respect, and, to the knowledge of such Grantor, no event has occurred that, with notice or
lapse of time or both, would constitute such a breach or default or permit termination or modification under such IP Agreement, in each
case except as would not reasonably be expected to have a Material Adverse Effect.
(viii) Such Grantor has used commercially reasonable efforts to maintain the confidentiality of the Trade Secrets of such
Grantor and to protect such Trade Secrets from unauthorized use, disclosure, or appropriation and no such Trade Secrets have been
disclosed by such Grantor other than to employees, representatives, agents, consultants and contractors of such Grantor or other Persons,
all of whom are bound by written confidentiality agreements.
Section 7. Further Assurances . (a) Each Grantor agrees that from time to time, in accordance with the terms of this Agreement to the
extent permitted by and in accordance with the Interim Order (and when applicable, the Final Order), at the expense of such Grantor and at the reasonable
request of the Agent and without further order from the Bankruptcy Court, such Grantor will promptly execute and deliver, or otherwise authenticate, all
further instruments and documents, and take all further action that may be reasonably necessary or desirable, or that the Agent may reasonably request, in
order to perfect and protect any pledge or security interest granted or purported to be granted by such Grantor hereunder or to enable the Agent to exercise
and enforce its rights and remedies hereunder with respect to any Collateral of such Grantor. Without limiting the generality of the foregoing, each Grantor
will, at the reasonable request of the Agent and to the extent permitted by and in accordance with the Interim Order (and when applicable, the Final Order),
without further order from the Bankruptcy Court, promptly with respect to the Collateral of such Grantor: (i) mark conspicuously each document included
in Inventory, each chattel paper included in Receivables each Assigned Agreement and, at the request of the Agent, each of its records pertaining to such
Collateral with a legend, in form and substance reasonably satisfactory to the Agent, indicating that such document, Assigned Agreement or Collateral is
subject to the security interest granted hereby; (ii) if any such Collateral shall be evidenced by a promissory note or other instrument or chattel paper,
deliver and pledge to the Agent hereunder such note or instrument or chattel paper duly indorsed and accompanied by duly executed instruments of transfer
or assignment, all in form and substance reasonably satisfactory to the Agent; (iii) file such financing or continuation statements, or amendments thereto,
and such other instruments or notices, as may be reasonably necessary or desirable, or as the Agent may reasonably request, in order to perfect and preserve
the security interest granted or purported to be granted by such Grantor hereunder; (iv) at the request of the Agent, take all action to ensure that the Agent’s
security interest is noted on any certificate of title related to any Collateral evidenced by a certificate of title; and (v) deliver to the Agent evidence that all
other actions that the Agent may deem reasonably necessary or desirable in order to perfect and protect the security interest granted or purported to be
granted by such Grantor under this Agreement has been taken.
(b) Each Grantor hereby authorizes the Agent to file one or more financing or continuation statements, and amendments thereto,
including, without limitation, one or more
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