Kodak 2011 Annual Report Download - page 545

4.3 Access to Property to Process and Sell Inventory .
(a) (1) If the Revolver Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to,
any action of foreclosure), enforcement, collection or execution with respect to the Revolver Collateral (“ Revolver Collateral Enforcement Actions ”) or if
the Term Agent commence any action or proceeding with respect to any of its rights or remedies (including any action of foreclosure), enforcement,
collection or execution with respect to the Term Facility Collateral and the Term Agent (or a purchaser at a foreclosure sale conducted in foreclosure of the
Term Agent’s Liens) takes actual or constructive possession of Term Facility Collateral of any Grantor (“ Term Facility Collateral Enforcement Actions ”),
then the Term Secured Parties and the Term Agent shall (subject to, in the case of any Term Facility Collateral Enforcement Action, a prior written request
by the Revolver Agent to the Term Agent (the “ Term Facility Collateral Enforcement Action Notice ”)) (x) cooperate with the Revolver Agent (and with
its officers, employees, representatives and agents) in its efforts to conduct Revolver Collateral Enforcement Actions in the Revolver Collateral and to finish
any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful
manner, the Revolver Collateral, (y) not hinder or restrict in any respect the Revolver Agent from conducting Revolver Collateral Enforcement Actions in
the Revolver Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or
otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the Revolver Collateral, and (z) permit the Revolver Agent, its
employees, agents, advisers and representatives, at the cost and expense of the Revolver Secured Parties (but with the Grantors’ reimbursement and
indemnity obligation with respect thereto, which shall not be limited), to enter upon and use the Term Facility Collateral (including, without limitation,
equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a
period commencing on (I) the date of the initial Revolver Facility Collateral Enforcement Action or the date of delivery of the Term Facility Collateral
Enforcement Action Notice, as the case may be, and (II) ending on the earlier of the date occurring 180 days thereafter and the date on which all Revolver
Collateral (other than Revolver Collateral abandoned by the Revolver Agent in writing) has been removed from the Term Facility Collateral (such period,
as the same may be extended with the written consent of the Term Agent as contemplated by the final sentence of this Section 4.3(a)(i), the “ Revolver
Collateral Processing and Sale Period ”), for purposes of:
(a)
assembling and storing the Revolver Collateral and completing the processing of and turning into finished goods any Revolver
Collateral consisting of work
-
in
-
process;
(b)
selling any or all of the Revolver Collateral located in or on such Term Facility Collateral, whether in bulk, in lots or to customers in
the ordinary course of business or otherwise;
(c)
removing and transporting any or all of the Revolver Collateral located in or on such Term Facility Collateral;
(d)
otherwise processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with,
assembling or disposing of, in any lawful manner, the Term Facility Collateral; and/or
(e)
taking reasonable actions to protect, secure, and otherwise enforce the rights or remedies of the Revolver Secured Parties and/or the
Revolver Agent (including with respect to any Revolver Collateral Enforcement Actions) in and to the Revolver Collateral;
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