Kodak 2011 Annual Report Download - page 541

(d) It is understood that Sections 2.1(c) and (d) do not restrict the following:
(i) in any Insolvency or Liquidation Proceeding commenced by or against any Grantor, the Agent for the Junior Secured Parties may
file a claim or statement of interest with respect to the Collateral of the Type which it holds on their behalf;
(ii) the Agent for the Junior Secured Parties may take any action (not adverse to the prior Liens securing the Senior Obligations, or the
rights of the Agent for the Senior Secured Parties or the Senior Secured Parties to exercise remedies in respect thereof) in order to preserve, perfect or
protect its Lien on the Collateral which it holds on behalf of the Junior Secured Parties;
(iii) the Junior Secured Parties shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion,
claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Junior Secured
Parties, including without limitation any claims on account of Senior Obligations secured by the applicable Type of Collateral, if any, in each case in
accordance with the terms of this Agreement; and
(iv) the Junior Secured Parties shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests
available to unsecured creditors of the Grantors arising under either any bankruptcy, insolvency or similar law or applicable non-bankruptcy law, in each
case in accordance with the terms of this Agreement.
2.2 Prohibition on Contesting Liens. Each of the Revolver Agent, for itself and on behalf of the Revolver Secured Parties, and the Term
Agent, for itself and on behalf of the Term Secured Parties, agrees that it will not, and hereby waives any right to, contest or support any other person in
contesting, in any proceeding, the priority, validity or enforceability of any Lien securing Term Obligations or any Lien securing Revolver Obligations, as
the case may be; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the Agent or any other Secured Party to
enforce this Agreement.
2.3 No New Liens . The parties hereto agree that, so long as the repayment in full in cash of the Senior Obligations has not occurred (and, in
the case of Senior Obligations in respect of letters of credit and US Secured Agreements, the lack of arrangements with respect thereto reasonably
satisfactory to the applicable issuing bank or holder thereof, as appropriate), none of the Grantors shall, nor shall permit any of its subsidiaries to, (a) grant
or permit any additional Liens on any asset to secure any Junior Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to
secure the Senior Obligations or (b) grant or permit any additional Liens on any asset to secure any Senior Obligations unless it has granted, or concurrently
therewith grants, a Lien on such asset to secure the Junior Obligations, with each such Lien to be subject to the provisions of this Agreement. To the extent
that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the
Secured Parties, the Secured Party to whom such Lien shall have been granted shall, without the need for any further consent of any party to any Loan
Document and notwithstanding anything to the contrary in any other Loan Document, be deemed to hold and have held such Lien for the benefit of all
Secured Parties as security for all Secured Obligations, subject to the priorities set forth in Section 2.1.
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