Kodak 2011 Annual Report Download - page 543

Section 3 Enforcement Rights .
3.1 No Additional Rights for the Grantors Hereunder . If any Secured Party shall enforce its rights or remedies in violation of the terms of this
Agreement, no Grantor shall be entitled to use such violation as a defense to any action by any Secured Party, nor to assert such violation as a counterclaim
or basis for set off or recoupment against such Secured Party; provided , however
, that no Grantor shall have any liability to any Secured Party or the Agent
as a result of any such violation of the terms of this Agreement by any Secured Party or Agent. Except to the extent expressly set forth in this Agreement,
each Grantor shall retain all of its rights and remedies under the Loan Documents and any defense otherwise available to it in any action by any Secured
Party.
3.2 Cooperation . Subject to Section 2.1(d), the Agent, on behalf of itself and in its capacity as administrative agent for each applicable Junior
Secured Party, agrees that, unless and until the Discharge Date with respect to the Senior Obligations has occurred, it will not commence, or join with any
Person (other than the Senior Secured Parties and the Agent for the Senior Secured Parties upon the request thereof) in commencing, any enforcement,
collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Collateral or any other collateral under any of the
applicable Collateral Documents or otherwise in respect of the applicable Junior Obligations relating to the Collateral.
3.3 Actions Upon Breach .
(a) If any Junior Secured Party with respect to a certain Type of Collateral (or any agent or other representative thereof) commences or
participates in any action or proceeding with respect to the Collateral in violation of this Agreement, any Senior Secured Party with respect to that same
Type of Collateral may intervene and interpose as a defense or dilatory plea, in its name or in the name of one or more of the Grantors, the making of this
Agreement.
(b) Should any Junior Secured Party with respect to a certain Type of Collateral (or any agent or other representative thereof) in any way take,
attempt to or threaten to take any action with respect to the Collateral (including any attempt to enforce any remedy on the Collateral) in violation of this
Agreement, or fail to take any action required by this Agreement, any Senior Secured Party with respect to that same Type of Collateral (in its or their own
name or in the name of one or more of the Grantors) may obtain relief against such Junior Secured Party or agent or other representative thereof, by
injunction, specific performance and/or other appropriate equitable relief.
9