Kodak 2011 Annual Report Download - page 405

Secured Parties and/or the Term Agent in connection with any efforts made by the Term Secured Parties and/or the Term Agent to sell the Term
Facility Collateral.
(b) The Term Agent shall be entitled, as a condition of permitting such access and use, to demand and receive assurances reasonably
satisfactory to it that the access or use requested and all activities incidental thereto:
(i) will be permitted, lawful and enforceable under applicable law and will be conducted in accordance with prudent manufacturing
practices; and
(ii) will be adequately insured for damage to property and liability to persons, including property and liability insurance for the benefit of the
Term Agent and the holders of the Term Obligations, at no cost to the Term Agent or such holders.
The Term Agent (x) shall provide reasonable cooperation to the Revolver Agent in connection with the manufacture, production, completion, handling,
removal and sale of any Revolver Collateral by the Revolver Agent as provided above and (y) shall be entitled to receive, from the Revolver Agent, fair
compensation and reimbursement for their reasonable costs and expenses incurred in connection with such cooperation, support and assistance to the
Revolver Agent. Notwithstanding the foregoing sentence, the Term Agent and/or any such purchaser (or its transferee or successor) shall not otherwise be
required to manufacture, produce, complete, remove, insure, protect, store, safeguard, sell or deliver any inventory subject to any Lien held by the Revolver
Agent or to provide any support, assistance or cooperation to the Revolver Agent in respect thereof.
4.4 Term Agent’s Assurances . The Term Agent may condition its performance of any obligations set forth in this Section 4 upon its prior
receipt (without cost to it) of:
(a) such assurances as it may reasonably request to confirm that the performance of such obligation and all activities of the Revolver Agent
or its officers, employees and agents in connection therewith or incidental thereto:
(i) will be permitted, lawful and enforceable under applicable law; and
(ii) will not impose upon the Term Agent (or any Term Secured Party) any legal duty, legal liability, expense or risk of uninsured loss; and
(b) such indemnity, security and insurance as the Term Agent may reasonably request in connection therewith.
4.5 Grantor Consent . The Company and the other Grantors consent to the performance by the Term Agent of its obligations set forth in
this Section 4
13