Common use of Actions Upon Breach; Specific Performance Clause in Contracts

Actions Upon Breach; Specific Performance. If any Second Lien Claimholder, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to the Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebutable presumption and admission by such Second Lien Claimholder that relief against such Second Lien Claimholder by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Lien Claimholders, it being understood and agreed by each Second Lien Representative and each Second Lien Collateral Agent, on behalf of each Second Lien Claimholder represented by it, that (i) the First Lien Claimholders’ damages from actions of any Second Lien Claimholder may at that time be difficult to ascertain and may be irreparable and (ii) each Second Lien Claimholder waives any defense that the Grantors and/or the First Lien Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Lien Representatives and/or First Lien Collateral Agents may demand specific performance of this Agreement. Each Second Lien Representative and each Second Lien Collateral Agent, on behalf of itself and each other Second Lien Claimholder represented by it, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by any First Lien Representative, any First Lien Collateral Agent or any other First Lien Claimholder. No provision of this Agreement shall constitute or be deemed to constitute a waiver by any First Lien Representative or any First Lien Collateral Agent on behalf of itself and each other First Lien Claimholder represented by it of any right to seek damages from any Person in connection with any breach or alleged breach of this Agreement.

Actions Upon Breach; Specific Performance. If any Second Lien ClaimholderRepresentative or any Second Lien Secured Party, in contravention breach of the terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to against the Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement)Collateral, or fails to take any action required by this Agreement, this Agreement shall create an irrebutable presumption and admission by such Second Lien Claimholder Representative or such Second Lien Secured Party that relief against such Second Lien Claimholder Representative or such Second Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Lien ClaimholdersSecured Parties, it being understood and agreed by each Second Lien Representative and each Second Lien Collateral AgentRepresentative, on behalf of each Second Lien Claimholder Secured Party represented by it, that (i) the First Lien ClaimholdersSecured Parties’ damages from actions of any Second Lien Claimholder Secured Party may at that time be difficult to ascertain and may be irreparable and (ii) each Second Lien Claimholder Secured Party waives any defense that the Grantors and/or the First Lien Claimholders Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Lien Representatives and/or First Lien Collateral Agents may demand specific performance of this Agreement. Each Second Lien Representative and each Second Lien Collateral AgentRepresentative, on behalf of itself and each other the Second Lien Claimholder Secured Parties represented by it, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by any First Lien Representative, any First Lien Collateral Agent Representative or any other First Lien ClaimholderSecured Party. No provision of this Agreement shall constitute or be deemed to constitute a waiver by any First Lien Representative or any First Lien Collateral Agent on behalf of itself and each other the First Lien Claimholder Secured Parties represented by it of any right to seek damages from any Person in connection with any breach or alleged breach of this Agreement.

Actions Upon Breach; Specific Performance. If any Second Junior Lien ClaimholderSecured Party, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to the Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebutable irrebuttable presumption and admission by such Second Junior Lien Claimholder Secured Party that relief against such Second Junior Lien Claimholder Secured Party by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Priority Lien ClaimholdersSecured Parties, it being understood and agreed by each Second Junior Lien Representative and each Second Junior Lien Collateral Agent, on behalf of each Second Junior Lien Claimholder Secured Party represented by it, that (i) the First Priority Lien ClaimholdersSecured Parties’ damages from actions of any Second Junior Lien Claimholder Secured Party may at that time be difficult to ascertain and may be irreparable and (ii) each Second Junior Lien Claimholder Secured Party waives any defense that the Grantors and/or the First Priority Lien Claimholders Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Priority Lien Representatives and/or First Priority Lien Collateral Agents may demand specific performance of this Agreement. Each Second Junior Lien Representative and each Second Junior Lien Collateral Agent, on behalf of itself and each other Second Junior Lien Claimholder Secured Party represented by it, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by any First Priority Lien Representative, any First Priority Lien Collateral Agent or any other First Priority Lien ClaimholderSecured Party. No provision of this Agreement shall constitute or be deemed to constitute a waiver by any First Priority Lien Representative or any First Priority Lien Collateral Agent on behalf of itself and each other First Priority Lien Claimholder Secured Party represented by it of any right to seek damages from any Person in connection with any breach or alleged breach of this Agreement.

Actions Upon Breach; Specific Performance. If any Second Lien ClaimholderSecured Party, in contravention of the terms of this Agreement, in any way takes, or attempts to or threatens to take take, any action with respect to the Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebutable presumption and admission by such Second Lien Claimholder Secured Party that relief against such Second Lien Claimholder Secured Party by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Lien ClaimholdersSecured Parties, it being understood and agreed by each Second Lien Representative and each Second Lien Collateral Agent, on behalf of each Second Lien Claimholder Secured Party represented by it, that (i) the First Lien ClaimholdersSecured Parties’ damages from actions of any Second Lien Claimholder Secured Party may at that time be difficult to ascertain and may be irreparable and (ii) each Second Lien Claimholder Secured Party waives any defense that the Grantors and/or the First Lien Claimholders Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Lien Representatives and/or First Lien Collateral Agents may demand specific performance of this Agreement. Each Second Lien Representative and each Second Lien Collateral Agent, on behalf of itself and each other the Second Lien Claimholder Secured Parties represented by it, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by any First Lien Representative, any First Lien Collateral Agent or any other First Lien ClaimholderSecured Party. No provision of this Agreement shall constitute or be deemed to constitute a waiver by any First Lien Representative or any First Lien Collateral Agent on behalf of itself and each other the First Lien Claimholder Secured Parties represented by it of any right to seek damages from any Person in connection with any breach or alleged breach of this Agreement.

Actions Upon Breach; Specific Performance. If any Second Junior Lien Claimholder, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to the Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebutable presumption and admission by such Second Junior Lien Claimholder that relief against such Second Junior Lien Claimholder by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Senior Lien Claimholders, it being understood and agreed by each Second Junior Lien Representative and each Second Junior Lien Collateral Agent, on behalf of each Second Junior Lien Claimholder represented by it, that (i) the First Senior Lien Claimholders’ damages from actions of any Second Junior Lien Claimholder may at that time be difficult to ascertain and may be irreparable and (ii) each Second Junior Lien Claimholder waives any defense that either or both the Grantors and/or Company and the First Senior Lien Claimholders cannot demonstrate either or both damage and/or and be made whole by the awarding of damages. Each of the First Senior Lien Representatives and/or First and Senior Lien Collateral Agents may demand specific performance of this Agreement. Each Second Junior Lien Representative and each Second Junior Lien Collateral Agent, on behalf of itself and each other Second Junior Lien Claimholder represented by it, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by any First Senior Lien Representative, any First Senior Lien Collateral Agent or any other First Senior Lien Claimholder. No provision of this Agreement shall constitute or be deemed to constitute a waiver by any First Senior Lien Representative or any First Senior Lien Collateral Agent on behalf of itself and each other First Senior Lien Claimholder represented by it it, of any right to seek damages from any Person in connection with any breach or alleged breach of this Agreement.

Actions Upon Breach; Specific Performance. If any Second Lien Claimholder, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to the Collateral (including including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebutable presumption and admission by such Second Lien Claimholder that relief against such Second Lien Claimholder by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Lien Claimholders, it being understood and agreed by each Second Lien Representative and each the Second Lien Collateral Agent, Agent on behalf of each Second Lien Claimholder represented by it, that (i) the First Lien Claimholders’ damages from its actions of any Second Lien Claimholder may at that time be difficult to ascertain and may be irreparable irreparable, and (ii) each Second Lien Claimholder waives any defense that the Grantors and/or the First Lien Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Lien Representatives and/or First Collateral Agent and the Second Lien Collateral Agents Agent may demand specific performance of this Agreement. Each Second The First Lien Representative Collateral Agent, on behalf of itself and each the First Lien Claimholders under the First Lien Loan Documents, and the Second Lien Collateral Agent, on behalf of itself and each other the Second Lien Claimholder represented by itClaimholders, hereby irrevocably waives waive any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by any First Lien Representative, any the First Lien Collateral Agent or any other the First Lien ClaimholderClaimholders or the Second Lien Collateral Agent or the Second Lien Claimholders, as the case may be. No provision of this Agreement shall constitute or be deemed to constitute a waiver by any First Lien Representative or any the First Lien Collateral Agent on behalf of itself and each other the First Lien Claimholder represented by it Claimholders or the Second Lien Collateral Agent on behalf of itself and the Second Lien Claimholders of any right to seek damages from any Person in connection with any breach or alleged breach of this Agreement.

Actions Upon Breach; Specific Performance. If (a) Prior to the Discharge of Senior Obligations, if any Second Third Lien Claimholder, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to the Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or takes any other action in violation of this Agreement or fails to take any action required by this Agreement, this Agreement shall create an irrebutable presumption and admission by such Second Third Lien Claimholder that relief against such Second Third Lien Claimholder by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Lien Senior Claimholders, it being understood and agreed by each Second the Third Lien Representative and each Second the Third Lien Collateral Agent, on behalf of each Second Third Lien Claimholder represented by it, that (iA) the First Lien Senior Claimholders’ damages from actions of any Second Third Lien Claimholder may at that time be difficult to ascertain and may be irreparable and (iiB) each Second Third Lien Claimholder waives any defense that the Grantors and/or the First Lien Senior Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Lien Senior Representatives and/or First Lien Senior Collateral Agents may demand specific performance of this Agreement. Each Second of the Third Lien Representative and each Second the Third Lien Collateral Agent, for itself and on behalf of itself and each other Second Third Lien Claimholder represented by it, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by any First Lien Senior Representative, any First Lien Senior Collateral Agent Agent, or any other First Lien Senior Claimholder. No provision of this Agreement shall constitute or be deemed to constitute a waiver by any First Lien Senior Representative or any First Lien Senior Collateral Agent Agent, on behalf of itself and each other First Lien Senior Claimholder represented by it it, of any right to seek damages from any Person in connection with any breach or alleged breach of this Agreement.

Actions Upon Breach; Specific Performance. If any Second Lien Claimholder, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to the Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebutable presumption and admission by such Second Lien Claimholder that relief against such Second Lien Claimholder by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Lien Claimholders, it being understood and agreed by each Second Lien Representative and each the Second Lien Collateral Agent, Agents on behalf of each applicable Second Lien Claimholder represented by it, that (i) the First Lien Claimholders’ damages from actions of any Second Lien Claimholder may at that time be difficult to ascertain and may be irreparable irreparable, and (ii) each Second Lien Claimholder waives any defense that the Grantors and/or the First Lien Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Lien Representatives and/or First Collateral Agent and the Second Lien Collateral Agents may demand specific performance of this Agreement. Each Second Lien Representative and each Second The First Lien Collateral Agent, on behalf of itself and each other First Lien Claimholder under the First Lien Loan Documents, and the Second Lien Collateral Agents, each on behalf of itself and each other applicable Second Lien Claimholder represented by itunder the Second Lien Documents, hereby irrevocably waives waive any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by any First Lien Representative, any the First Lien Collateral Agent or any other the First Lien ClaimholderClaimholders or the Second Lien Collateral Agents or the Second Lien Claimholders, as the case may be. No provision of this Agreement shall constitute or be deemed to constitute a waiver by any First Lien Representative or any the First Lien Collateral Agent on behalf of itself and each other First Lien Claimholder represented by it or the Second Lien Collateral Agents each on behalf of itself and each other applicable Second Lien Claimholder of any right to seek damages from any Person in connection with any breach or alleged breach of this Agreement.

Actions Upon Breach; Specific Performance. (a) If any Second Lien ClaimholderSecured Party, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to the Collateral (including including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebutable irrebuttable presumption and admission by such Second Lien Claimholder Secured Party that relief against such Second Lien Claimholder Secured Party by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Lien ClaimholdersSecured Parties, it being understood and agreed by each the Second Lien Representative and each the Second Lien Collateral Agent, on behalf of each Second Lien Claimholder Secured Party represented by it, that (i) the First Lien ClaimholdersSecured Parties’ damages from actions of any Second Lien Claimholder Secured Party may at that time be difficult to ascertain and may be irreparable and (ii) each Second Lien Claimholder Secured Party waives any defense that the Grantors and/or the First Lien Claimholders Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Lien Representatives and/or First Lien Collateral Agents may demand specific performance of this Agreement. Each The Second Lien Representative and each the Second Lien Collateral Agent, on behalf of itself and each other the Second Lien Claimholder Secured Parties represented by it, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by any First Lien Representative, any First Lien Collateral Agent or any other First Lien ClaimholderSecured Party. No provision of this Agreement shall constitute or be deemed to constitute a waiver by any First Lien Representative or any First Lien Collateral Agent on behalf of itself and each other the First Lien Claimholder Secured Parties represented by it of any right to seek damages from any Person in connection with any breach or alleged breach of this Agreement.

Actions Upon Breach; Specific Performance. If any Second Lien Term Loan Claimholder, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to the ABL Priority Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this AgreementAgreement with respect to the ABL Priority Collateral, this Agreement shall create an irrebutable presumption and admission by such Second Lien Term Loan Claimholder that relief against such Second Lien Term Loan Claimholder by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Lien ABL Claimholders, it being understood and agreed by each Second Lien Representative and each Second Lien the Term Loan Collateral Agent, Agent on behalf of each Second Lien Term Loan Claimholder represented by it, that (i) the First Lien ABL Claimholders’ damages from actions of any Second Lien Term Loan Claimholder in respect of the ABL Priority Collateral may at that time be difficult to ascertain and may be irreparable irreparable, and (ii) each Second Lien Term Loan Claimholder waives any defense that the Grantors any ABL Grantor and/or the First Lien ABL Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages, in each case in respect of the ABL Priority Collateral. Each of the First Lien Representatives and/or First Lien ABL Collateral Agents Agent and the Term Loan Collateral Agent may demand specific performance of this Agreement. Each Second Lien Representative and each Second Lien The ABL Collateral Agent, on behalf of itself and each other Second Lien ABL Claimholder represented by itunder the ABL Loan Documents, and the Term Loan Collateral Agent, on behalf of itself and each other Term Loan Claimholder under the Term Loan Documents, hereby irrevocably waives waive any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by any First Lien Representative, any First Lien the ABL Collateral Agent or any other First Lien Claimholderthe ABL Claimholders or the Term Loan Collateral Agent or the Term Loan Claimholders, as the case may be, in each case in respect of the ABL Priority Collateral. No provision of this Agreement shall constitute or be deemed to constitute a waiver by any First Lien Representative or any First Lien the ABL Collateral Agent on behalf of itself and each other First Lien ABL Claimholder represented by it or the Term Loan Collateral Agent on behalf of itself and each other Term Loan Claimholder of any right to seek damages from any Person in connection with any breach or alleged breach of this Agreement.

Actions Upon Breach; Specific Performance. If any Second Junior Lien Claimholder, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to the Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebutable presumption and admission by such Second Junior Lien Claimholder that relief against such Second Junior Lien Claimholder by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Senior Lien Claimholders, it being understood and agreed by each Second Junior Lien Representative and each Second Junior Lien Collateral Agent, on behalf of each Second Junior Lien Claimholder represented by it, that (i) the First Senior Lien Claimholders’ damages from actions of any Second Junior Lien Claimholder may at that time be difficult to ascertain and may be irreparable and (ii) each Second Junior Lien Claimholder waives any defense that the Grantors Company and/or the First Senior Lien Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Senior Lien Representatives and/or First Senior Lien Collateral Agents may demand specific performance of this Agreement. Each Second Junior Lien Representative and each Second Junior Lien Collateral Agent, on behalf of itself and each other Second Junior Lien Claimholder represented by it, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by any First Senior Lien Representative, any First Senior Lien Collateral Agent or any other First Senior Lien Claimholder. No provision of this Agreement shall constitute or be deemed to constitute a waiver by any First Senior Lien Representative or any First Senior Lien Collateral Agent on behalf of itself and each other First Senior Lien Claimholder represented by it of any right to seek damages from any Person in connection with any breach or alleged breach of this Agreement.

Actions Upon Breach; Specific Performance. If any Second Lien Claimholder, in contravention of the terms of this Agreement, in any way takestake, attempts attempt to or threatens threaten to take any action with respect to the Collateral (including including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails fail to take any action required by this Agreement, this Agreement shall create an irrebutable presumption and admission by such Second Lien Claimholder that relief against such Second Lien Claimholder by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Lien Claimholders, it being understood and agreed by each Second Lien Representative and each the Second Lien Collateral Agent, Agent on behalf of each Second Lien Claimholder represented by it, that (i) the First Lien Claimholders’ damages from its actions of any Second Lien Claimholder may at that time be difficult to ascertain and may be irreparable irreparable, and (ii) each Second Lien Claimholder waives any defense that the Grantors and/or the First Lien Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Lien Representatives and/or First Collateral Agent and the Second Lien Collateral Agents Agent may demand specific performance of this Agreement. Each Second The First Lien Representative Collateral Agent, on behalf of itself and each the First Lien Claimholders under the First Lien Loan Documents, and the Second Lien Collateral Agent, on behalf of itself and each other the Second Lien Claimholder represented by itClaimholders, hereby irrevocably waives waive any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by any First Lien Representative, any the First Lien Collateral Agent or any other the First Lien ClaimholderClaimholders or the Second Lien Collateral Agent or the Second Lien Claimholders, as the case may be. No provision of this Agreement shall constitute or be deemed to constitute a waiver by any First Lien Representative or any the First Lien Collateral Agent on behalf of itself and each other First or the Second Lien Claimholder represented by it Collateral Agent of any right to seek damages from any Person in connection with any breach or alleged breach of this Agreement.

Actions Upon Breach; Specific Performance. If any Second Lien Claimholder, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to the Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebutable irrebuttable presumption and admission by such Second Lien Claimholder that relief against such Second Lien Claimholder by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Lien Claimholders, it being understood and agreed by each Second Lien Representative and each Second Lien Collateral Agent, on behalf of each Second Lien Claimholder represented by it, that (i) the First Lien Claimholders’ damages from actions of any Second Lien Claimholder may at that time be difficult to ascertain and may be irreparable and (ii) each Second Lien Claimholder waives any defense that the Grantors and/or the First Lien Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Lien Representatives and/or First Lien Collateral Agents may demand specific performance of this Agreement. Each Second Lien Representative and each Second Lien Collateral Agent, on behalf of itself and each other Second Lien Claimholder represented by it, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by any First Lien Representative, any First Lien Collateral Agent or any other First Lien Claimholder. No provision of this Agreement shall constitute or be deemed to constitute a waiver by any First Lien Representative or any First Lien Collateral Agent on behalf of itself and each other First Lien Claimholder represented by it of any right to seek damages from any Person in connection with any breach or alleged breach of this Agreement.

Actions Upon Breach; Specific Performance. If any Second Lien Priority Claimholder, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to the Collateral (including including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebutable irrebuttable presumption and admission by such Second Lien Priority Claimholder that relief against such Second Lien Priority Claimholder by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Lien Priority Claimholders, it being understood and agreed by each the Second Lien Representative and each Second Lien Priority Collateral Agent, Agent on behalf of each Second Lien Priority Claimholder represented by it, that (i) the First Lien Priority Claimholders’ damages from its actions of any Second Lien Claimholder may at that time be difficult to ascertain and may be irreparable irreparable, and (ii) each Second Lien Priority Claimholder waives any defense that the Grantors and/or the First Lien Priority Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Lien Representatives and/or First Lien Priority Collateral Agents Agent and the Second Priority Collateral Agent may demand specific performance of this Agreement. Each Second Lien Representative and each Second Lien The First Priority Collateral Agent, on behalf of itself and each other the First Priority Claimholders under the First Priority Loan Documents, and the Second Lien Claimholder represented by itPriority Collateral Agent, on behalf of itself and the Second Priority Claimholders, hereby irrevocably waives waive any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by any the First Lien Representative, any Priority Collateral Agent DM3\8975843.1 or the First Lien Priority Claimholders or the Second Priority Collateral Agent or any other First Lien Claimholderthe Second Priority Claimholders, as the case may be. No provision of this Agreement shall constitute or be deemed to constitute a waiver by any the First Lien Representative or any First Lien Priority Collateral Agent on behalf of itself and each other the First Lien Claimholder represented by it Priority Claimholders or the Second Priority Collateral Agent on behalf of itself and the Second Priority Claimholders of any right to seek damages from any Person in connection with any breach or alleged breach of this Agreement.

Actions Upon Breach; Specific Performance. If any Second Lien ABL Claimholder, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to the Term Loan Priority Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this AgreementAgreement with respect to the Term Loan Priority Collateral, this Agreement shall create an irrebutable presumption and admission by such Second Lien ABL Claimholder that relief against such Second Lien ABL Claimholder by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Lien Term Loan Claimholders, it being understood and agreed by each Second Lien Representative and each Second Lien the Pari Passu Collateral Agent, Agent on behalf of each Second Lien ABL Claimholder represented by it, that (i) the First Lien Term Loan Claimholders’ damages from actions of any Second Lien ABL Claimholder in respect of the Term Loan Priority Collateral may at that time be difficult to ascertain and may be irreparable irreparable, and (ii) each Second Lien ABL Claimholder waives any defense that the Grantors any New Grantor and/or the First Lien Term Loan Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages, in each case in respect of the Term Loan Priority Collateral. Each of the First Lien Representatives and/or First Lien Term Loan Collateral Agents Agent and the Pari Passu Collateral Agent may demand specific performance of this Agreement. Each Second Lien Representative and each Second Lien The Term Loan Collateral Agent, on behalf of itself and each other Second Lien Term Loan Claimholder represented by itunder the Term Loan Documents, and the Pari Passu Collateral Agent, on behalf of itself and each other ABL Claimholder under the ABL Loan Documents, hereby irrevocably waives waive any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by any First Lien Representative, any First Lien the Term Loan Collateral Agent or any other First Lien Claimholderthe Term Loan Claimholders or the Pari Passu Collateral Agent or the ABL Claimholders, as the case may be, in each case in respect of the Term Loan Priority Collateral. No provision of this Agreement shall constitute or be deemed to constitute a waiver by any First Lien Representative or any First Lien the Term Loan Collateral Agent on behalf of itself and each other First Lien Term Loan Claimholder represented by it or the Pari Passu Collateral Agent on behalf of itself and each other ABL Claimholder of any right to seek damages from any Person in connection with any breach or alleged breach of this Agreement.. Table of Contents

Actions Upon Breach; Specific Performance. If any Second Lien Term Loan Claimholder, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to the ABL Priority Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this AgreementAgreement with respect to the ABL Priority Collateral, this Agreement shall create an irrebutable presumption and admission by such Second Lien Term Loan Claimholder that relief against such Second Lien Term Loan Claimholder by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Lien ABL Claimholders, it being understood and agreed by each Second Lien Representative and each Second Lien the Term Loan Collateral Agent, Agent on behalf of each Second Lien Term Loan Claimholder represented by it, that (i) the First Lien ABL Claimholders’ damages from actions of any Second Lien Term Loan Claimholder in respect of the ABL Priority Collateral may at that time be difficult to ascertain and may be irreparable irreparable, and (ii) each Second Lien Term Loan Claimholder waives any defense that the Grantors ABL Grantor and/or the First Lien ABL Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages, in each case in respect of the ABL Priority Collateral. Each of the First Lien Representatives and/or First Lien Joint ABL Agent and the Term Loan Collateral Agents Agent may demand specific performance of this Agreement. Each Second Lien Representative The Joint ABL Agent, on behalf of itself and each Second Lien other ABL Claimholder under the ABL Loan Documents, and the Term Loan Collateral Agent, on behalf of itself and each other Second Lien Term Loan Claimholder represented by itunder the Term Loan Documents, hereby irrevocably waives waive any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by any First Lien Representative, any First Lien the Joint ABL Agent or the ABL Claimholders or the Term Loan Collateral Agent or any other First Lien Claimholderthe Term Loan Claimholders, as the case may be, in each case in respect of the ABL Priority Collateral. No provision of this Agreement shall constitute or be deemed to constitute a waiver by any First Lien Representative the Joint ABL Agent on behalf of itself and each other ABL Claimholder or any First Lien the Term Loan Collateral Agent on behalf of itself and each other First Lien Term Loan Claimholder represented by it of any right to seek damages from any Person in connection with any breach or alleged breach of this Agreement.

Actions Upon Breach; Specific Performance. If any Second Lien Claimholder, in contravention of the terms of this Agreement, in any way takes, takes or attempts to or threatens to take any action with respect to the Collateral (including including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebutable irrefutable presumption and admission by such Second Lien Claimholder that relief against such Second Lien Claimholder by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Lien Claimholders, it being understood and agreed by each Second Lien Representative and each Second Lien Collateral Agent, Agent on behalf of each related Second Lien Claimholder represented by it, that (i) the First Lien Claimholders’ damages from its actions of any Second Lien Claimholder may at that time be difficult to ascertain and may be irreparable irreparable, and (ii) each Second Lien Claimholder waives any defense that the Grantors and/or the First Lien Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Lien Representatives and/or The Directing First Lien Collateral Agents Agent may demand specific performance of this Agreement to give effect to this Section 3.2 and each of the Directing First Lien Collateral Agent, as with respect to any Second Lien Collateral Agent or Second Lien Claimholder, and the Directing Second Lien Collateral Agent, as with respect to any First Lien Collateral Agent or First Lien Claimholder, may demand specific performance of this Agreement. Each Second First Lien Representative Collateral Agent, on behalf of itself and the related First Lien Claimholders, and each Second Lien Collateral Agent, on behalf of itself and each other the related Second Lien Claimholder represented by itClaimholders, hereby irrevocably waives waive any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by any First Lien Representative, Collateral Agent or the First Lien Claimholders or any First Second Lien Collateral Agent or any other First the Second Lien ClaimholderClaimholders, as the case may be. No provision of this Agreement shall constitute or be deemed to constitute a waiver by any First Lien Representative Collateral Agent on behalf of itself and the related First Lien Claimholders or any First Second Lien Collateral Agent on behalf of itself and each other First the related Second Lien Claimholder represented by it Claimholders of any right to seek damages from any Person in connection with any breach or alleged breach of this Agreement.. Agreement Among First Lien

Actions Upon Breach; Specific Performance. If the Junior Lien Collateral Agent or any Second Junior Lien Claimholder, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to the Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebutable presumption and admission by such Second Junior Lien Collateral Agent or Junior Lien Claimholder that relief against such Second Junior Lien Collateral Agent or Junior Lien Claimholder by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Senior Lien Claimholders, it being understood and agreed by each Second Lien Representative and each Second the Junior Lien Collateral Agent, Agent on behalf of itself and each Second Junior Lien Claimholder represented by it, that (i) the First Senior Lien Claimholders’ damages from its actions of any Second Lien Claimholder may at that time be difficult to ascertain and may be irreparable irreparable, and (ii) each Second of the Junior Lien Collateral Agent and each Junior Lien Claimholder waives any defense that the Grantors and/or the First Senior Lien Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Lien Representatives and/or First Collateral Agent, the Second Lien Collateral Agents Agent and the Junior Lien Collateral Agent may demand specific performance of this Agreement. Each Second Lien Representative and each Second The First Lien Collateral Agent, for itself and on behalf of each other First Lien Claimholder under the First Lien Loan Documents, the Second Lien Collateral Agent for itself and on behalf of each other Second Lien Claimholder represented by itunder the Second Lien Loan Documents, , and the Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder under the Junior Lien Loan Documents, hereby irrevocably waives waive any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by any the First Lien RepresentativeCollateral Agent, any First the Second Lien Collateral Agent, the Senior Lien Claimholders or the Junior Lien Collateral Agent or any other First the Junior Lien ClaimholderClaimholders, as the case may be. No provision of this Agreement shall constitute or be deemed to constitute a waiver by any First Lien Representative or any the First Lien Collateral Agent Agent, for itself and on behalf of itself and each other First Lien Claimholder, the Second Lien Collateral Agent for itself and on behalf of each other Second Lien Claimholder represented by it or the Junior Lien Collateral Agent for itself and on behalf of each other Junior Lien Claimholder of any right to seek damages from any Person in connection with any breach or alleged breach of this AgreementAgreement or their respective Senior Lien Loan Documents or Junior Lien Loan Documents, as the case may be.

Actions Upon Breach; Specific Performance. If The parties hereto acknowledge and agree that if any Second Lien Claimholder, in contravention of the terms of this Agreement, Tenant Financing Claimholder or Landlord in any way takes, attempts to or threatens to take any action with respect to in contravention of the Collateral terms of the Agreement (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebutable presumption and admission by such Second Lien Claimholder that relief against such Second Lien Claimholder by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Lien Claimholders, it being understood and agreed by each Second Lien Representative and each Second Lien Collateral Agent, on behalf of each Second Lien Claimholder represented by it, that (i) Landlord’s damages or the First Lien Tenant Financing Claimholders’ damages damages, as applicable, from such actions of any Second Lien Claimholder may at that time be difficult to ascertain and may be irreparable irreparable, and (ii) each Second Lien Tenant Financing Claimholder or Landlord, as applicable, waives any defense that Landlord or the Grantors and/or the First Lien Claimholders Tenant Financing Claimholders, as applicable, cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Lien Representatives and/or First Lien Landlord and any Tenant Financing Collateral Agents Agent may demand injunctive relief and/or specific performance of this Agreement. Each Second Lien Representative Landlord and each Second Lien Tenant Financing Collateral Agent, on behalf of itself and each other Second Lien Tenant Financing Claimholder represented by it, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of injunctive relief and/or specific performance in any action which may be brought by Landlord or any First Lien Representative, any First Lien Tenant Financing Collateral Agent or any other First Lien ClaimholderTenant Financing Claimholders, as the case may be. No provision of this Agreement shall constitute or be deemed to constitute a waiver by any First Lien Representative Landlord or any First Lien Tenant Financing Collateral Agent on behalf of itself and each other First Lien Tenant Financing Claimholder represented by it of any right to seek damages from any Person in connection with any breach or alleged breach of this Agreement.

Actions Upon Breach; Specific Performance. If (a) Prior to the Discharge of First Lien Obligations, if any Second Lien Claimholder, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to the Collateral (including any attempt to realize upon or enforce any remedy pertaining to the Collateral with respect to this Agreement), or takes any other action in violation of this Agreement or fails to take any action required by this Agreement, this Agreement shall create an irrebutable presumption and admission by such Second Lien Claimholder that relief against such Second Lien Claimholder by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Lien Claimholders, it being understood and agreed by each Second Lien Representative and each Second Lien Collateral Agent, on behalf of each Second Lien Claimholder represented by it, that (i) the First Lien Claimholders’ damages from actions of any Second Lien Claimholder may at that time be difficult to ascertain and may be irreparable and (ii) each Second Lien Claimholder waives any defense that the Grantors and/or the First Lien Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Lien Representatives and/or First Lien Collateral Agents may demand specific performance of this Agreement. Each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of itself and each other Second Lien Claimholder represented by it, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by any First Lien Representative, any First Lien Collateral Agent or any other First Lien Claimholder. No provision of this Agreement shall constitute or be deemed to constitute a waiver by any First Lien Representative or any First Lien Collateral Agent on behalf of itself and each other First Lien Claimholder represented by it of any right to seek damages from any Person in connection with any breach or alleged breach of this Agreement.

Actions Upon Breach; Specific Performance. If any Second Lien Claimholder, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to the Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebutable presumption and admission by such Second Lien Claimholder that relief against such Second Lien Claimholder by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Lien Claimholders, it being understood and agreed by each Second Lien Representative and each the Second Lien Collateral Agent, Agent on behalf of each Second Lien Claimholder represented by it, that (i) the First Lien Claimholders’ damages from its actions of any Second Lien Claimholder may at that time be difficult to ascertain and may be irreparable irreparable, and (ii) each Second Lien Claimholder waives any defense that the Grantors and/or the First Lien Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Lien Representatives and/or First Collateral Agent and the Second Lien Collateral Agents Agent may demand specific performance of this Agreement. Each Second The First Lien Representative Collateral Agent, for itself and on behalf of each other First Lien Claimholder under the First Lien Loan Documents, and the Second Lien Collateral Agent, for itself and on behalf of itself and each other Second Lien Claimholder represented by itunder the Second Lien Loan Documents, hereby irrevocably waives waive any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by any First Lien Representative, any the First Lien Collateral Agent or any other the First Lien ClaimholderClaimholders or the Second Lien Collateral Agent or the Second Lien Claimholders, as the case may be. No provision of this Agreement shall constitute or be deemed to constitute a waiver by any First Lien Representative or any the First Lien Collateral Agent for itself and on behalf of itself and each other First Lien Claimholder represented by it or the Second Lien Collateral Agent for itself and on behalf of each other Second Lien Claimholder of any right to seek damages from any Person in connection with any breach or alleged breach of this Agreement.

Actions Upon Breach; Specific Performance. (a) If any Second Lien Representative or Second Lien Claimholder, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to the Collateral (including including, without limitation, any Enforcement Action and any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebutable presumption and admission by any First Lien Representative or other First Lien Claimholder (in its or their name or in the name of the Borrower or any other Obligor) or the Borrower may obtain relief against such Second Lien Claimholder that relief against such Representative and/or Second Lien Claimholder by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Lien Claimholders, it being understood and agreed by each relief. Each Second Lien Representative and each Second Lien Collateral AgentPriority Representative, on behalf of each itself and the Second Lien Claimholder represented by itClaimholders under its Second Lien Facility, that hereby (i) agrees that the First Lien Claimholders’ damages from the actions of the Second Lien Representatives or any Second Lien Claimholder may at that time be difficult to ascertain and may be irreparable and (ii) each Second Lien Claimholder waives any defense that the Grantors and/or Borrower, any other Obligor or the First Lien Claimholders cannot demonstrate damage and/or or be made whole by the awarding of damages. Each of the First Lien Representatives and/or First Lien Collateral Agents damages its actions may demand specific performance of this Agreement. Each Second Lien Representative at that time be difficult to ascertain and each Second Lien Collateral Agentmay be irreparable, on behalf of itself and each other Second Lien Claimholder represented by it, hereby (ii) irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which that might be asserted to bar the remedy of specific performance in any action which that may be brought by any First Lien Representative, any First Lien Collateral Agent or any other First Lien Claimholder. No provision of this Agreement shall constitute or be deemed to constitute a waiver by any First Lien Representative , the Borrower or any First Lien Collateral Agent on behalf of itself and each other First Lien Claimholder represented by it of any right to seek damages from any Person in connection with any breach or alleged breach of this AgreementObligor.

Actions Upon Breach; Specific Performance. If any Second Junior Lien Claimholder, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to the Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebutable presumption and admission by such Second Junior Lien Claimholder that relief against such Second Junior Lien Claimholder by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Parity Lien Claimholders, it being understood and agreed by each Second Junior Lien Representative and each Second Junior Lien Collateral Agent, on behalf of each Second Junior Lien Claimholder represented by it, that (i) the First Parity Lien Claimholders’ damages from actions of any Second Junior Lien Claimholder may at that time be difficult to ascertain and may be irreparable and (ii) each Second Junior Lien Claimholder waives any defense that the Grantors and/or the First Parity Lien Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Parity Lien Representatives and/or First Parity Lien Collateral Agents may demand specific performance of this Agreement. Each Second Junior Lien Representative and each Second Junior Lien Collateral Agent, on behalf of itself and each other Second Junior Lien Claimholder represented by it, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by any First Parity Lien Representative, any First Parity Lien Collateral Agent or any other First Parity Lien Claimholder. No provision of this Agreement shall constitute or be deemed to constitute a waiver by any First Parity Lien Representative or any First Parity Lien Collateral Agent on behalf of itself and each other First Parity Lien Claimholder represented by it of any right to seek damages from any Person in connection with any breach or alleged breach of this Agreement.

Actions Upon Breach; Specific Performance. If the Junior Lien Collateral Agent or any Second Junior Lien Claimholder, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to the Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebutable presumption and admission by such Second Junior Lien Collateral Agent or Junior Lien Claimholder that relief against such Second Junior Lien Collateral Agent or Junior Lien Claimholder by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Senior Lien Claimholders, it being understood and agreed by each Second Lien Representative and each Second the Junior Lien Collateral Agent, Agent on behalf of itself and each Second Junior Lien Claimholder represented by it, that (i) the First Senior Lien Claimholders’ damages from its actions of any Second Lien Claimholder may at that time be difficult to ascertain and may be irreparable irreparable, and (ii) each Second of the Junior Lien Collateral Agent and each Junior Lien Claimholder waives any defense that the Grantors and/or the First Senior Lien Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Lien Representatives and/or First Collateral Agent, the Second Lien Collateral Agents Agent and the Junior Lien Collateral Agent may demand specific performance of this Agreement. Each Second Lien Representative and each Second The First Lien Collateral Agent, for itself and on behalf of each other First Lien Claimholder under the First Lien Loan Documents, the Second Lien Collateral Agent for itself and on behalf of each other Second Lien Claimholder represented by itunder the Second Lien Loan Documents, and the Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder under the Junior Lien Loan Documents, hereby irrevocably waives waive any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by any the First Lien RepresentativeCollateral Agent, any First the Second Lien Collateral Agent, the Senior Lien Claimholders or the Junior Lien Collateral Agent or any other First the Junior Lien ClaimholderClaimholders, as the case may be. No provision of this Agreement shall constitute or be deemed to constitute a waiver by any First Lien Representative or any the First Lien Collateral Agent Agent, for itself and on behalf of itself and each other First Lien Claimholder, the Second Lien Collateral Agent for itself and on behalf of each other Second Lien Claimholder represented by it or the Junior Lien Collateral Agent for itself and on behalf of each other Junior Lien Claimholder of any right to seek damages from any Person in connection with any breach or alleged breach of this AgreementAgreement or their respective Senior Lien Loan Documents or Junior Lien Loan Documents, as the case may be.

Actions Upon Breach; Specific Performance. If the Second Lien Collateral Agent or any Second Lien Claimholder, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to the Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebutable presumption and admission by such the Second Lien Collateral Agent and/or Second Lien Claimholder that relief against the Second Lien Collateral Agent and/or such Second Lien Claimholder by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Lien Claimholders, it being understood and agreed by each Second Lien Representative and each the Second Lien Collateral Agent, on behalf of each Second Lien Claimholder represented by itClaimholder, that (ia) the First Lien Claimholders’ damages from actions of the Second Lien Collateral Agent and/or any Second Lien Claimholder may at that time be difficult to ascertain and may be irreparable and (iib) the Second Lien Collateral Agent and each Second Lien Claimholder waives any defense that the Grantors and/or the First Lien Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Lien Representatives and/or The First Lien Collateral Agents Agent may demand specific performance of this Agreement. Each Second Lien Representative and each The Second Lien Collateral Agent, on behalf of itself and each other Second Lien Claimholder represented by itClaimholder, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by any First Lien Representative, any the First Lien Collateral Agent or any other First Lien Claimholder. No provision of this Agreement shall constitute or be deemed to constitute a waiver by any First Lien Representative or any the First Lien Collateral Agent on behalf of itself and each other First Lien Claimholder represented by it of any right to seek damages from any Person in connection with any breach or alleged breach of this Agreement.

Actions Upon Breach; Specific Performance. If any Second Lien Priority Claimholder, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to the Collateral (including including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebutable irrebuttable presumption and admission by such Second Lien Priority Claimholder that relief against such Second Lien Priority Claimholder by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Lien Priority Claimholders, it being understood and agreed by each the Second Lien Representative and each Second Lien Priority Collateral Agent, Agent on behalf of each Second Lien Priority Claimholder represented by it, that (i) the First Lien Priority Claimholders’ damages from its actions of any Second Lien Claimholder may at that time be difficult to ascertain and may be irreparable irreparable, and (ii) each Second Lien Priority Claimholder waives any defense that the Grantors and/or the First Lien Priority Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Lien Representatives and/or First Lien Priority Collateral Agents Agent and the Second Priority Collateral Agent may demand specific performance of this Agreement. Each Second Lien Representative and each Second Lien The First Priority Collateral Agent, on behalf of itself and each other the First Priority Claimholders under the First Priority Loan Documents, and the Second Lien Claimholder represented by itPriority Collateral Agent, on behalf of itself and the Second Priority Claimholders, hereby irrevocably waives waive any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by any the First Lien Representative, any First Lien Priority Collateral Agent or any other the First Lien ClaimholderPriority Claimholders or the Second Priority Collateral Agent or the Second Priority Claimholders, as the case may be. No provision of this Agreement shall constitute or be deemed to constitute a waiver by any the First Lien Representative or any First Lien Priority Collateral Agent on behalf of itself and each other the First Lien Claimholder represented by it Priority Claimholders or the Second Priority Collateral Agent on behalf of itself and the Second Priority Claimholders of any right to seek damages from any Person in connection with any breach or alleged breach of this Agreement.

Actions Upon Breach; Specific Performance. If any Second Junior Lien Claimholder, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to the Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebutable presumption and admission by such Second Junior Lien Claimholder that relief against such Second Junior Lien Claimholder by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Lien Limited Secured Acquisition Claimholders, it being understood and agreed by each Second Junior Lien Representative and each Second Junior Lien Collateral Agent, on behalf of each Second Junior Lien Claimholder represented by it, that (i) the First Lien Limited Secured Acquisition Claimholders’ damages from actions of any Second Junior Lien Claimholder may at that time be difficult to ascertain and may be irreparable and (ii) each Second Junior Lien Claimholder waives any defense that either or both the Grantors and/or Company and the First Lien Limited Secured Acquisition Claimholders cannot demonstrate either or both damage and/or and be made whole by the awarding of damages. Each of the First Senior Lien Representatives and/or First and Senior Lien Collateral Agents may demand specific performance of this Agreement. Each Second Junior Lien Representative and each Second Junior Lien Collateral Agent, on behalf of itself and each other Second Junior Lien Claimholder represented by it, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by any First Senior Lien Representative, any First Senior Lien Collateral Agent or any other First Lien Limited Secured Acquisition Claimholder. No provision of this Agreement shall constitute or be deemed to constitute a waiver by any First Senior Lien Representative or any First Senior Lien Collateral Agent on behalf of itself and each other First Lien Limited Secured Acquisition Claimholder represented by it it, of any right to seek damages from any Person in connection with any breach or alleged breach of this Agreement.

Actions Upon Breach; Specific Performance. If any Second Lien Claimholder, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to the Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebutable presumption and admission by such Second Lien Claimholder that relief against such Second Lien Claimholder by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Lien Claimholders, it being understood and agreed by each the Second Lien Representative and each Second Lien Collateral Agent, Notes Agent on behalf of each Second Lien Claimholder represented by it, that (i) the First Lien Claimholders’ damages from actions of any Second Lien Claimholder may at that time be difficult to ascertain and may be irreparable irreparable, and (ii) each Second Lien Claimholder waives any defense that the Grantors and/or the First Lien Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Lien Representatives and/or First Collateral Agent and the Second Lien Collateral Agents Notes Agent may demand specific performance of this Agreement. Each The First Lien Collateral Agent, on behalf of itself and each other First Lien Claimholder under the First Lien Loan Documents, and the Second Lien Representative and each Second Lien Collateral Notes Agent, on behalf of itself and each other Second Lien Claimholder represented by itunder the Second Lien Notes Documents, hereby irrevocably waives waive any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by any First Lien Representative, any the First Lien Collateral Agent or any other the First Lien ClaimholderClaimholders or the Second Lien Notes Agent or the Second Lien Claimholders, as the case may be. No provision of this Agreement shall constitute or be deemed to constitute a waiver by any First Lien Representative or any the First Lien Collateral Agent on behalf of itself and each other First Lien Claimholder represented by it or the Second Lien Notes Agent on behalf of itself and each other Second Lien Claimholder of any right to seek damages from any Person in connection with any breach or alleged breach of this Agreement.

Actions Upon Breach; Specific Performance. If any Second Lien Claimholder, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to the Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebutable presumption and admission by such Second Lien Claimholder that relief against such Second Lien Claimholder by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Lien Claimholders, it being understood and agreed by each Second Lien Representative and each the Second Lien Collateral Agent, Trustee on behalf of each Second Lien Claimholder represented by it, that (i) the First Lien Claimholders’ damages from actions of any Second Lien Claimholder may at that time be difficult to ascertain and may be irreparable irreparable, and (ii) each Second Lien Claimholder waives any defense that the Grantors and/or the First Lien Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Lien Representatives and/or First Administrative Agent and the Second Lien Collateral Agents Trustee may demand specific performance of this Agreement. Each Second The First Lien Representative Administrative Agent, on behalf of itself and each other First Lien Claimholder under the First Lien Loan Documents, and the Second Lien Collateral AgentTrustee, on behalf of itself and each other Second Lien Claimholder represented by itunder the Second Lien Documents, hereby irrevocably waives waive any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by any the First Lien Representative, any Administrative Agent or the First Lien Claimholders or the Second Lien Collateral Agent Trustee or any other First the Second Lien ClaimholderClaimholders, as the case may be. No provision of this Agreement shall constitute or be deemed to constitute a waiver by any the First Lien Representative or any First Lien Collateral Administrative Agent on behalf of itself and each other First Lien Claimholder represented by it or the Second Lien Collateral Trustee on behalf of itself and each other Second Lien Claimholder of any right to seek damages from any Person in connection with any breach or alleged breach of this Agreement.