Kodak 2011 Annual Report Download - page 492

or any other Loan Document, nor shall any Secured Party be obligated to perform any of the obligations or duties of any Grantor
thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
(b)
With respect to any Contractual Rights of any Grantor not subject to the security interest granted herein as provided in Section 1(c), such
Grantor shall hold its interest in such Contractual Rights in trust for the Agent and will assign such Contractual Rights to the Agent on
behalf of the Secured Parties forthwith upon obtaining the consent of the other party thereto. Each Grantor agrees that it will, upon the
request of the Agent, following the occurrence and during the continuance of an Event of Default, use its reasonable best efforts to obtain
any consent required to permit any Contractual Rights to be subjected to the security interest granted herein.
SECTION
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DELIVERY AND CONTROL OF SECURITY COLLATERAL
(a)
All certificates or instruments representing or evidencing Pledged Equity or Pledged Debt shall be promptly delivered (provided, that in
the case of any such certificates or instruments owned by the Grantors as of the Effective Date, such certificates or instruments shall be
delivered within 60 days following the Closing Date (except as otherwise specified on Schedule 5.01(m) of the Credit Agreement) or in
each case prior to such later date as the Agent shall agree in its discretion) following the date of this Agreement to and held by or on
behalf of the Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed
instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent except to the extent that
such transfer or assignment is (x) prohibited by applicable law or (y) subject to certain corporate actions by the holders or issuers of 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 Pledged Equity which have not yet been obtained as to which Grantor shall use commercially reasonable efforts
to complete as soon as practicable after the date hereof.
(b)
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 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 Collateral 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 Security
Collateral as provided in Section 4(e) below.
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