Kodak 2011 Annual Report Download - page 325

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 of or otherwise abandon any such material Intellectual Property Collateral, or abandon any right to file
an application for patent, trademark, or copyright, unless such Grantor shall have reasonably determined that such use or the pursuit or maintenance of such
Intellectual Property Collateral is no longer reasonably necessary or desirable in the conduct of such Grantor’s business and that the loss thereof would not
be reasonably likely to have a Material Adverse Effect.
(b) Until the termination of the Credit Agreement, each Grantor agrees to provide, annually to the Agent an updated Schedule of its
Patents, Trademarks and registered Copyrights.
(c) In the event that any Grantor becomes aware that any item of the Intellectual Property Collateral is being infringed,
misappropriated or otherwise violated by a third party in any material respect, such Grantor shall take such commercially reasonable actions determined in
its reasonable discretion, at its expense, to protect or enforce such Intellectual Property Collateral, including, without limitation, suing for infringement,
misappropriation or other violation and for an injunction against such infringement, misappropriation or other violation.
(d) Each Grantor shall take all reasonable steps which it deems appropriate under the circumstances to preserve and protect each
item of its material Trademarks included in the Intellectual Property Collateral, including, without limitation, taking all reasonable steps which it deems
appropriate under the circumstances to maintain substantially the quality of any and all products or services used or provided in connection with any of the
Trademarks, consistent with the general quality of the products and services as of the date hereof, and taking all reasonable steps which it deems appropriate
under the circumstances to ensure that all licensed users of any of the Trademarks use such consistent standards of quality.
(e) With respect to its Intellectual Property Collateral, each Grantor agrees to execute or otherwise authenticate an agreement, in
substantially the form set forth in Exhibit A hereto or otherwise in form and substance satisfactory to the Agent (an “ Intellectual Property Security
Agreement
”),
for recording the security interest granted hereunder to the Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark
Office, the U.S. Copyright Office, and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property
Collateral.
(e) Each entity which executes a Security Agreement Supplement as Grantor shall execute and deliver to the Agent with such
written notice, or otherwise authenticate, an agreement substantially in the form of Exhibit B hereto or otherwise in form and substance satisfactory to the
Agent (an “ IP Security Agreement Supplement ”) identifying the Intellectual Property Collateral pledged by such Grantor, which IP Security Agreement
Supplement shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to
perfect the security interest hereunder in such Intellectual Property Collateral.
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