Kodak 2011 Annual Report Download - page 497

(v)
Such Grantor has made or performed all filings, recordings and other acts and has paid all required fees and taxes, as deemed
necessary by Grantor in its reasonable business discretion, to maintain in full force and effect and protect its interest in each and
every material item of Intellectual Property Collateral owned by such Grantor that is registered or the subject of an application
for registration.
(vi)
Except as set forth in Schedule IV hereto, no claim has been asserted and is pending or, to the knowledge of such Grantor,
threatened by any Person challenging the use of any Intellectual Property Collateral by a Grantor or the validity or enforceability
of any such Intellectual Property Collateral, nor does such Grantor know of any valid basis for any such claim, except, in either
case, for such claims that individually or in the aggregate are not reasonably expected to have a Material Adverse Effect. The
consummation of the transactions contemplated by the Loan Documents will not result in the termination or material impairment
of any of the Intellectual Property Collateral.
(vii)
Except as set forth on Schedule IV hereto, with respect to each material IP Agreement: (A) to the knowledge of such Grantor,
such IP Agreement is valid and binding and in full force and effect; (B) such IP Agreement will not cease to be valid and binding
and in full force and effect on terms identical to those currently in effect as a result of the rights and interest granted herein, nor
will the grant of such rights and interest constitute a breach or default under such IP Agreement or otherwise give any party
thereto a right to terminate such IP Agreement; (C) such Grantor has not received any notice of termination or cancellation under
such IP Agreement within the six months immediately preceding the date of this Agreement; (D) within the six months
immediately preceding the date of this Agreement, such Grantor has not received any notice of a breach or default under such IP
Agreement, which breach or 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.
12