Kodak 2011 Annual Report Download - page 366

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
Canadian Intellectual Property Office and any other governmental authorities necessary to register, file or record the security interest
hereunder in such Intellectual Property Collateral.
(f)
Each entity which executes a Canadian Security Agreement Supplement (as hereinafter defined) 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 Canadian Intellectual Property Office and
any other governmental authorities necessary to register, file or record the security interest hereunder in such Intellectual Property
Collateral.
SECTION 12
VOTING RIGHTS; DIVIDENDS; ETC.
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