Kodak 2011 Annual Report Download - page 401

then the Senior Obligations or Junior Obligations, as applicable, shall be reinstated to the extent of the amount so rescinded and, if theretofore
terminated, this Agreement shall be reinstated in full force and effect and such prior termination shall not diminish, release, discharge, impair or otherwise
affect the Lien priorities and the relative rights and obligations of the Senior Secured Parties and the Junior Secured Parties provided for herein.
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
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