Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Priority Lien Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor. (b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Priority Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the Second Lien Collateral Trustee on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Priority Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Second Lien Secured Party and Third Lien Secured Party waives any defense that the Grantors and/or the Priority Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement.
Appears in 6 contracts
Samples: Credit Agreement (Gulfport Energy Corp), Intercreditor Agreement (SM Energy Co), Intercreditor Agreement (Chesapeake Energy Corp)
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if If any Second Lien Secured Party or Third Lien Secured PartyClaimholder, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent contravention of the Priority Lien Agent, may interpose as a defense or dilatory plea the making terms of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way taketakes, attempt attempts to or threaten 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 take any other action in violation of this Agreement or fail fails to take any action required by this Agreement, the Priority this Agreement shall create an irrebutable presumption and admission by such Second Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain Claimholder that relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, Claimholder by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the First Lien Claimholders, it being understood and agreed by each of the Second Lien Representative and each Second Lien Collateral Trustee Agent, on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party Claimholder represented by it, that (Ii) the Priority First Lien Secured PartiesClaimholders’ damages from its actions of any Second Lien Claimholder may at that time be difficult to ascertain and may be irreparable, irreparable and (IIii) each Second Lien Secured Party and Third Lien Secured Party Claimholder waives any defense that the Grantors and/or the Priority First Lien Secured Parties 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 (B) 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 entitled deemed to damages, as well as reimbursement for all reasonable constitute a waiver by any First Lien Representative or any First Lien Collateral Agent on behalf of itself and documented costs and expenses incurred each other First Lien Claimholder represented by it of any right to seek damages from any Person in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to breach or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions alleged breach of this Agreement.
Appears in 5 contracts
Samples: First Lien/Second Lien Intercreditor Agreement (Franchise Group, Inc.), Credit Agreement (Enviva Partners, LP), Credit Agreement (ESH Hospitality, Inc.)
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority If any Second Lien Obligations, if Representative or any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent breach of the Priority Lien Agent, may interpose as a defense or dilatory plea the making terms of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way taketakes, attempt attempts to or threaten 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 take any other action in violation of this Agreement or fail fails to take any action required by this Agreement, the Priority this Agreement shall create an irrebutable presumption and admission by such Second Lien Agent Representative or any other Priority such Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain that relief against such Second Lien Representative or such Second Lien Secured Party or Third Lien Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the First Lien Secured Parties, it being understood and agreed by each of the Second Lien Collateral Trustee Representative, on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party represented by it, that (Ii) the Priority First Lien Secured Parties’ damages from its actions of any Second Lien Secured Party may at that time be difficult to ascertain and may be irreparable, irreparable and (IIii) each Second Lien Secured Party and Third Lien Secured Party waives any defense that the Grantors and/or the Priority First Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce . Each of the provisions First Lien Representatives may demand specific performance of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Agreement. Each Second Lien ObligationsRepresentative, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain itself and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or represented by it, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be made whole asserted to bar the remedy of specific performance in any action which may be brought by any First Lien Representative or any other First Lien Secured Party. No provision of this Agreement shall constitute or be deemed to constitute a waiver by any First Lien Representative on behalf of itself and the awarding First Lien Secured Parties represented by it of damages, and (B) shall be entitled any right to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred seek damages from any Person in connection with any action to enforce the provisions breach or alleged breach of this Agreement.
Appears in 4 contracts
Samples: First Lien Credit Agreement (Focus Financial Partners Inc.), Second Lien Credit Agreement (Focus Financial Partners Inc.), First Lien Credit Agreement (Focus Financial Partners Inc.)
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Revolver Obligations, if any Second Lien Secured Party or Third Lien Term Loan Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Shared Collateral, such Grantor, with the prior written consent of the Priority Lien Revolver Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, Trustee and any Second Lien Revolver Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Revolver Obligations, should any Second Lien Secured Party or Third Lien Term Loan Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Shared Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Priority Lien Collateral Trustee, the Revolver Agent or any other Priority Lien Revolver Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Revolver Agent, (A) may obtain relief against such Second Lien Term Loan Secured Party or Third Lien Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the Second Lien Collateral Trustee Term Loan Agent on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Term Loan Secured Party that (I) the Priority Lien Revolver Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Second Lien Secured Party and Third Lien Term Loan Secured Party waives any defense that the Grantors and/or the Priority Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Revolver Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement.
Appears in 3 contracts
Samples: Collateral Trust Agreement, Collateral Trust Agreement (Chesapeake Energy Corp), Term Loan Agreement (Chesapeake Energy Corp)
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if If any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent contravention of the Priority Lien Agent, may interpose as a defense or dilatory plea the making terms of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way takes, or attempts to or threatens to take, attempt to or threaten 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 take any other action in violation of this Agreement or fail fails to take any action required by this Agreement, the Priority Lien Agent or any other Priority this Agreement shall create an irrebutable presumption and admission by such Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain that relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the First Lien Secured Parties, it being understood and agreed by each of the Second Lien Representative and each Second Lien Collateral Trustee Agent, on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party represented by it, that (Ii) the Priority First Lien Secured Parties’ damages from its actions of any Second Lien Secured Party may at that time be difficult to ascertain and may be irreparable, irreparable and (IIii) each Second Lien Secured Party and Third Lien Secured Party waives any defense that the Grantors and/or the Priority First Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce . Each of the provisions First Lien Representatives and/or First Lien Collateral Agents may demand specific performance of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Agreement. Each Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Representative and each Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant GrantorAgent, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain itself and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or represented by it, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be made whole 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 Secured 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 the awarding First Lien Secured Parties represented by it of damages, and (B) shall be entitled any right to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred seek damages from any Person in connection with any action to enforce the provisions breach or alleged breach of this Agreement.
Appears in 3 contracts
Samples: Fourth Amendment (Neiman Marcus Group LTD LLC), Revolving Credit Agreement (Amneal Pharmaceuticals, Inc.), Term Loan Credit Agreement (Amneal Pharmaceuticals, Inc.)
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if If any Second Lien Secured Party or Third Junior Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent contravention of the Priority Lien Agent, may interpose as a defense or dilatory plea the making terms of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way taketakes, attempt attempts to or threaten 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 take any other action in violation of this Agreement or fail fails to take any action required by this Agreement, the Priority Lien Agent or any other Priority this Agreement shall create an irrebuttable presumption and admission by such Junior Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain that relief against such Second Junior Lien Secured Party or Third Lien Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the Priority Lien Secured Parties, it being understood and agreed by each of the Second Junior Lien Representative and each Junior Lien Collateral Trustee Agent, on behalf of each Second Junior Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party represented by it, that (Ii) the Priority Lien Secured Parties’ damages from its actions of any Junior Lien Secured Party may at that time be difficult to ascertain and may be irreparable, irreparable and (IIii) each Second Lien Secured Party and Third Junior Lien Secured Party waives any defense that the Grantors and/or the Priority Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the Priority Lien Representatives and/or Priority Lien Collateral Agents may demand specific performance of this Agreement. Each Junior Lien Representative and each Junior Lien Collateral Agent, on behalf of itself and (B) each other Junior Lien 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 Priority Lien Representative, any Priority Lien Collateral Agent or any other Priority Lien Secured Party. No provision of this Agreement shall constitute or be entitled deemed to damages, as well as reimbursement for all reasonable constitute a waiver by any Priority Lien Representative or any Priority Lien Collateral Agent on behalf of itself and documented costs and expenses incurred each other Priority Lien Secured Party represented by it of any right to seek damages from any Person in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to breach or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions alleged breach of this Agreement.
Appears in 3 contracts
Samples: Collateral Agency Agreement, Collateral Agency Agreement (Gogo Inc.), Collateral Agency Agreement (Gogo Inc.)
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority If any Junior Lien ObligationsClaimholder, if any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent contravention of the Priority Lien Agent, may interpose as a defense or dilatory plea the making terms of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way taketakes, attempt attempts to or threaten 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 take any other action in violation of this Agreement or fail fails to take any action required by this Agreement, the Priority this Agreement shall create an irrebutable presumption and admission by such Junior Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain Claimholder that relief against such Second Junior Lien Secured Party or Third Lien Secured Party, as applicable, Claimholder by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the Senior Lien Claimholders, it being understood and agreed by each of the Second Junior Lien Representative and each Junior Lien Collateral Trustee Agent, on behalf of each Second Junior Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party Claimholder represented by it, that (Ii) the Priority Senior Lien Secured PartiesClaimholders’ damages from its actions of any Junior Lien Claimholder may at that time be difficult to ascertain and may be irreparable, irreparable and (IIii) each Second Junior Lien Secured Party and Third Lien Secured Party Claimholder waives any defense that either or both the Grantors and/or Company and the Priority Senior Lien Secured Parties Claimholders cannot demonstrate either or both damage and/or and be made whole by the awarding of damages. Each of the Senior Lien Representatives and Senior Lien Collateral Agents may demand specific performance of this Agreement. Each Junior Lien Representative and each Junior Lien Collateral Agent, on behalf of itself and (B) each other 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 Senior Lien Representative, any Senior Lien Collateral Agent or any other Senior Lien Claimholder. No provision of this Agreement shall constitute or be entitled deemed to damagesconstitute a waiver by any Senior Lien Representative or any Senior Lien Collateral Agent on behalf of itself and each other Senior Lien Claimholder represented by it, as well as reimbursement for all reasonable and documented costs and expenses incurred of any right to seek damages from any Person in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to breach or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions alleged breach of this Agreement.
Appears in 3 contracts
Samples: Supplemental Indenture (Centrus Energy Corp), Indenture Agreement (Centrus Energy Corp), Indenture Agreement (United States Enrichment Corp)
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Priority Lien Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Priority Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the Second Lien Collateral Trustee Agent on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Priority Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Second Lien Secured Party and Third Lien Secured Party waives any defense that the Grantors and/or the Priority Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement.
Appears in 3 contracts
Samples: Credit Agreement, Intercreditor Agreement (Vanguard Natural Resources, LLC), Credit Agreement (California Resources Corp)
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if If any Second Lien Secured Party or Third Lien Secured PartyClaimholder, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent contravention of the Priority Lien Agent, may interpose as a defense or dilatory plea the making terms of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way taketakes, attempt attempts to or threaten 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 take any other action in violation of this Agreement or fail fails to take any action required by this Agreement, the Priority this Agreement shall create an irrebutable presumption and admission by such Second Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain Claimholder that relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, Claimholder by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the First Lien Claimholders, it being understood and agreed by each of the Second Lien Collateral Trustee Agent on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party Claimholder that (Ii) the Priority First Lien Secured PartiesClaimholders’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (IIii) each Second Lien Secured Party and Third Lien Secured Party Claimholder waives any defense that the Grantors and/or the Priority First Lien Secured Parties Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Lien Collateral Agent and the Second Lien Collateral Agent may demand specific performance of this Agreement. The First Lien Collateral Agent, on behalf of itself and the First Lien Claimholders under the First Lien Loan Documents, and (B) shall the Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, hereby irrevocably waive any defense based on the adequacy of a remedy at law and any other defense which might be entitled asserted to damagesbar the remedy of specific performance in any action which may be brought by the First Lien Collateral Agent or the First Lien Claimholders or the Second Lien Collateral Agent or the Second Lien Claimholders, as well as reimbursement for all reasonable the case may be. No provision of this Agreement shall constitute or be deemed to constitute a waiver by the First Lien Collateral Agent on behalf of itself and documented costs the First Lien Claimholders or the Second Lien Collateral Agent on behalf of itself and expenses incurred the Second Lien Claimholders of any right to seek damages from any Person in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to breach or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions alleged breach of this Agreement.
Appears in 3 contracts
Samples: Indenture (KCG Holdings, Inc.), Intercreditor Agreement (KCG Holdings, Inc.), Credit Agreement (KCG Holdings, Inc.)
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Priority Lien Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Priority Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the Second Lien Collateral Trustee Agent on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Priority Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Second Lien Secured Party and Third Lien Secured Party waives any defense that the Grantors and/or the Priority Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Atlas Energy Group, LLC), Second Lien Credit Agreement (Atlas Energy Group, LLC)
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority First Lien Obligations (other than Excess First Lien Obligations), if any Second Lien Secured Party or Third Junior Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the its Collateral, such Grantor, with the prior written consent of the Priority First Lien Collateral Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second First Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority First Lien Obligations (other than Excess First Lien Obligations), should any Second Lien Secured Party or Third Junior Lien Secured Party, contrary to this Agreement, in any way take, or attempt to take or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Priority First Lien Collateral Agent or any other Priority First Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority First Lien Collateral Agent, (Ai) may obtain relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the Second Lien Collateral Trustee on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Priority Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Second Lien Secured Party and Third Lien Secured Party waives any defense that the Grantors and/or the Priority Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Junior Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Junior Lien Collateral Trustee Agent on behalf of each Third Junior Lien Secured Party that (IA) the Second First Lien Secured Parties’ damages from its such action or actions may at that time be difficult to ascertain and may be irreparable, and (IIB) each Third Junior Lien Secured Party waives any defense that the Grantors and/or the Second First Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, damages and (Bii) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement.
Appears in 2 contracts
Samples: Intercreditor Agreement, Intercreditor Agreement (Pacific Drilling S.A.)
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if If any Second Lien Secured Party or Third Lien Cash Flow Collateral Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent contravention of the Priority Lien Agent, may interpose as a defense or dilatory plea the making terms of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way taketakes, attempt attempts to or threaten 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 take any other action in violation of this Agreement or fail fails to take any action required by this Agreement, the Priority Lien Agent or any other Priority Lien this Agreement shall create an irrebuttable presumption and admission by such Cash Flow Collateral Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain that relief against such Second Lien Cash Flow Collateral Secured Party or Third Lien Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the ABL Secured Parties, it being understood and agreed by each of the Second Lien Cash Flow Collateral Trustee Representative, on behalf of each Second Lien Cash Flow Collateral Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party Party, that (Ii) the Priority Lien ABL Secured Parties’ damages from its actions of any Cash Flow Collateral Secured Party may at that time be difficult to ascertain and may be irreparable, irreparable and (IIii) each Second Lien Secured Party and Third Lien Cash Flow Collateral Secured Party waives any defense that the Grantors Credit Parties and/or the Priority Lien ABL Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with . If any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien ABL Secured Party, contrary to in contravention of the terms of this Agreement, in any way taketakes, attempt attempts to or threaten 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 take any other action in violation of this Agreement or fail fails to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien this Agreement shall create an irrebuttable presumption and admission by such ABL Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain that relief against such Third Lien ABL Secured Party by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the Cash Flow Collateral Secured Parties, it being understood and agreed by the Third Lien Collateral Trustee ABL Agent, on behalf of each Third Lien ABL Secured Party Party, that (Ii) the Second Lien Cash Flow Collateral Secured Parties’ damages from its actions of any ABL Secured Party may at that time be difficult to ascertain and may be irreparable, irreparable and (IIii) each Third Lien ABL Secured Party waives any defense that the Grantors Credit Parties and/or the Second Lien Cash Flow Collateral Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce . Each of the provisions Cash Flow Collateral Representative and/or ABL Agent may demand specific performance of this Agreement. The Cash Flow Collateral Representative, on behalf of itself and each Cash Flow Collateral Secured Party, 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 the ABL Agent or any ABL Secured Party. The ABL Agent, on behalf of itself and each ABL Secured Party, 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 the Cash Flow Collateral Representative or any Cash Flow Collateral Secured Party.
Appears in 2 contracts
Samples: Crossing Lien Intercreditor Agreement (Gogo Inc.), Indenture (Gogo Inc.)
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if If any Second Lien Secured Party or Third Lien Secured PartyClaimholder, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent contravention of the Priority Lien Agent, may interpose as a defense or dilatory plea the making terms of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way taketakes, attempt attempts to or threaten 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 take any other action in violation of this Agreement or fail fails to take any action required by this Agreement, the Priority this Agreement shall create an irrebutable presumption and admission by such Second Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain Claimholder that relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, Claimholder by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the First Lien Claimholders, it being understood and agreed by each of the Second Lien Collateral Trustee Agents on behalf of each applicable Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party Claimholder that (Ii) the Priority First Lien Secured PartiesClaimholders’ damages from its actions of any Second Lien Claimholder may at that time be difficult to ascertain and may be irreparable, and (IIii) each Second Lien Secured Party and Third Lien Secured Party Claimholder waives any defense that the Grantors and/or the Priority First Lien Secured Parties Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Lien Collateral Agent and the Second Lien Collateral Agents may demand specific performance of this Agreement. The First Lien Collateral Agent, on behalf of itself and each other First Lien Claimholder under the First Lien Loan Documents, and (B) shall the Second Lien Collateral Agents, each on behalf of itself and each other applicable Second Lien Claimholder under the Second Lien Documents, hereby irrevocably waive any defense based on the adequacy of a remedy at law and any other defense which might be entitled asserted to damagesbar the remedy of specific performance in any action which may be brought by the First Lien Collateral Agent or the First Lien Claimholders or the Second Lien Collateral Agents or the Second Lien Claimholders, as well as reimbursement for all reasonable the case may be. No provision of this Agreement shall constitute or be deemed to constitute a waiver by the First Lien Collateral Agent on behalf of itself and documented costs each other First Lien Claimholder or the Second Lien Collateral Agents each on behalf of itself and expenses incurred each other applicable Second Lien Claimholder of any right to seek damages from any Person in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to breach or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions alleged breach of this Agreement.
Appears in 2 contracts
Samples: Omnibus Amendment to Transaction Documents (Karyopharm Therapeutics Inc.), Indenture (Karyopharm Therapeutics Inc.)
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Priority Lien Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Priority Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the Second Lien Collateral Trustee Agent on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Priority Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Second Lien Secured Party and Third Lien Secured Party waives any defense that the Grantors and/or the Priority Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement.
Appears in 2 contracts
Samples: Junior Lien Intercreditor Agreement (Comstock Oil & Gas, LP), Intercreditor Agreement (Comstock Oil & Gas, LP)
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if If any Second Lien Secured Party or Third Junior Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent contravention of the Priority Lien Agent, may interpose as a defense or dilatory plea the making terms of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way taketakes, attempt attempts to or threaten 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 take any other action in violation of this Agreement or fail fails to take any action required by this Agreement, the Priority Lien Agent or any other Priority this Agreement shall create an irrebuttable presumption and admission by such Junior Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain that relief against such Second Junior Lien Secured Party or Third Lien Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the First Lien Secured Parties, it being understood and agreed by each of the Second Junior Lien Collateral Trustee Debt Representative, on behalf of itself and each Second Junior Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party represented by it, that (Ii) the Priority First Lien Secured Parties’ damages from its actions of any Junior Lien Secured Party may at that time be difficult to ascertain and may be irreparable, irreparable and (IIii) each Second Lien Secured Party and Third Junior Lien Secured Party waives any defense that the Borrower and the other Grantors and/or the Priority First Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Lien Debt Representatives may demand specific performance of this Agreement. Each Junior Lien Debt Representative, on behalf of itself and each other Junior Lien 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 Lien Debt Representative or any other First Lien Secured Party. No provision of this Agreement shall constitute or be deemed to constitute a waiver by any First Lien Debt Representative or any Junior Lien Debt Representative (Bon behalf of itself and each other Secured Party represented by it) shall be entitled of any right to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred seek damages from any Person in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to breach or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions alleged breach of this Agreement.
Appears in 2 contracts
Samples: Collateral Trust Agreement (Seadrill LTD), Collateral Trust Agreement (Valaris LTD)
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien ObligationsIf any Term Loan Claimholder, if any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent contravention of the Priority Lien Agent, may interpose as a defense or dilatory plea the making terms of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way taketakes, attempt attempts to or threaten 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 take any other action in violation of this Agreement or fail fails to take any action required by this AgreementAgreement with respect to the ABL Priority Collateral, the Priority Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain this Agreement shall create an irrebutable presumption and admission by such Term Loan Claimholder that relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, Term Loan Claimholder by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the ABL Claimholders, it being understood and agreed by each of the Second Lien Term Loan Collateral Trustee Agent on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party Term Loan Claimholder that (Ii) the Priority Lien Secured PartiesABL Claimholders’ damages from its actions of any Term Loan Claimholder in respect of the ABL Priority Collateral may at that time be difficult to ascertain and may be irreparable, and (IIii) each Second Lien Secured Party and Third Lien Secured Party Term Loan Claimholder waives any defense that the Grantors any ABL Grantor and/or the Priority Lien Secured Parties 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 ABL Collateral Agent and (B) shall the Term Loan Collateral Agent may demand specific performance of this Agreement. The ABL Collateral Agent, on behalf of itself and each other ABL Claimholder under 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 waive any defense based on the adequacy of a remedy at law and any other defense which might be entitled asserted to damagesbar the remedy of specific performance in any action which may be brought by the ABL Collateral Agent or the ABL Claimholders or the Term Loan Collateral Agent or the Term Loan Claimholders, as well as reimbursement for all reasonable 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 the ABL Collateral Agent on behalf of itself and documented costs each other ABL Claimholder or the Term Loan Collateral Agent on behalf of itself and expenses incurred each other Term Loan Claimholder of any right to seek damages from any Person in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to breach or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions alleged breach of this Agreement.
Appears in 2 contracts
Samples: Abl Intercreditor Agreement (Green Plains Inc.), Abl Intercreditor Agreement (Green Plains Inc.)
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Priority Lien Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral TrusteeAgent, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Priority Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the Second Lien Collateral Trustee Agent on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee Agent on behalf of each Third Lien Secured Party that (I) the Priority Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Second Lien Secured Party and Third Lien Secured Party waives any defense that the Grantors and/or the Priority Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee Agent or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral TrusteeAgent, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee Agent on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ Parties damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Centennial Resource Development, Inc.), Intercreditor Agreement (Exco Resources Inc)
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien ObligationsIf any ABL Claimholder, if any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent contravention of the Priority Lien Agent, may interpose as a defense or dilatory plea the making terms of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way taketakes, attempt attempts to or threaten 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 take any other action in violation of this Agreement or fail fails to take any action required by this AgreementAgreement with respect to the Term Loan Priority Collateral, the Priority Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain this Agreement shall create an irrebutable presumption and admission by such ABL Claimholder that relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, ABL Claimholder by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the Term Loan Claimholders, it being understood and agreed by each of the Second Lien Pari Passu Collateral Trustee Agent on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party ABL Claimholder that (Ii) the Priority Lien Secured PartiesTerm Loan Claimholders’ damages from its actions of any ABL Claimholder in respect of the Term Loan Priority Collateral may at that time be difficult to ascertain and may be irreparable, and (IIii) each Second Lien Secured Party and Third Lien Secured Party ABL Claimholder waives any defense that the Grantors any New Grantor and/or the Priority Lien Secured Parties 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 Term Loan Collateral Agent and (B) shall the Pari Passu Collateral Agent may demand specific performance of this Agreement. The Term Loan Collateral Agent, on behalf of itself and each other Term Loan Claimholder under 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 waive any defense based on the adequacy of a remedy at law and any other defense which might be entitled asserted to damagesbar the remedy of specific performance in any action which may be brought by the Term Loan Collateral Agent or the Term Loan Claimholders or the Pari Passu Collateral Agent or the ABL Claimholders, as well as reimbursement for all reasonable 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 the Term Loan Collateral Agent on behalf of itself and documented costs each other Term Loan Claimholder or the Pari Passu Collateral Agent on behalf of itself and expenses incurred each other ABL Claimholder of any right to seek damages from any Person in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to breach or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions alleged breach of this Agreement.. Table of Contents
Appears in 1 contract
Samples: Term Loan Intercreditor and Collateral Agency Agreement (Green Plains Inc.)
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if If any Second Lien Secured Party or Third Lien Secured PartyClaimholder, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent contravention of the Priority Lien Agent, may interpose as a defense or dilatory plea the making terms of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way take, attempt takes or attempts to or threaten 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 take any other action in violation of this Agreement or fail fails to take any action required by this Agreement, the Priority this Agreement shall create an irrefutable presumption and admission by such Second Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain Claimholder that relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, Claimholder by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the First Lien Claimholders, it being understood and agreed by each of the Second Lien Collateral Trustee Agent on behalf of each related Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party Claimholder that (Ii) the Priority First Lien Secured PartiesClaimholders’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (IIii) each Second Lien Secured Party and Third Lien Secured Party Claimholder waives any defense that the Grantors and/or the Priority First Lien Secured Parties Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. The Directing First Lien Collateral 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 (B) shall be entitled to damagesthe Directing Second Lien Collateral Agent, as well with respect to any First Lien Collateral Agent or First Lien Claimholder, may demand specific performance of this Agreement. Each First Lien Collateral Agent, on behalf of itself and the related First Lien Claimholders, and each Second Lien Collateral Agent, on behalf of itself and the related Second Lien Claimholders, hereby irrevocably 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 Collateral Agent or the First Lien Claimholders or any Second Lien Collateral Agent or the Second Lien Claimholders, as reimbursement for all reasonable the case may be. No provision of this Agreement shall constitute or be deemed to constitute a waiver by any First Lien Collateral Agent on behalf of itself and documented costs the related First Lien Claimholders or any Second Lien Collateral Agent on behalf of itself and expenses incurred the related Second Lien Claimholders of any right to seek damages from any Person in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to breach or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions alleged breach of this Agreement.. Agreement Among First Lien
Appears in 1 contract
Samples: First Lien Credit Agreement (Isos Acquisition Corp.)
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if If any Second Lien Secured Party or Third Parity Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent contravention of the Priority Lien Agent, may interpose as a defense or dilatory plea the making terms of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way taketakes, attempt attempts to or threaten 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 take any other action in violation of this Agreement or fail fails to take any action required by this Agreement, the Priority Lien Agent or any other Priority this Agreement shall create an irrebutable presumption and admission by such Parity Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain that relief against such Second Parity Lien Secured Party or Third Lien Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the Priority Lien Secured Parties, it being understood and agreed by each Parity Lien Debt Representative and the Collateral Trustee (on behalf of the Second Parity Lien Collateral Trustee Secured Parties), on behalf of each Second Parity Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party represented by it, that (Ii) the Priority Lien Secured Parties’ damages from its actions of any Parity Lien Secured Party may at that time be difficult to ascertain and may be irreparable, irreparable and (IIii) each Second Lien Secured Party and Third Parity Lien Secured Party waives any defense that the Grantors Guarantors and/or the Priority Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the Priority Lien Debt Representatives and/or the Collateral Trustee (on behalf of the Priority Lien Secured Parties) may demand specific performance of this Agreement. Each Parity Lien Debt Representative and the Collateral Trustee (on behalf of the Parity Lien Secured Parties), on behalf of itself and each other Parity Lien 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 Priority Lien Debt Representative, the Collateral Trustee (Bon behalf of the Priority Lien Secured Parties) or any other Priority Lien Secured Party. No provision of this Agreement shall constitute or be entitled deemed to damages, as well as reimbursement for all reasonable constitute a waiver by any Priority Lien Debt Representative or the Collateral Trustee (on behalf of the Priority Lien Secured Parties) on behalf of itself and documented costs and expenses incurred each other Priority Lien Secured Party represented by it of any right to seek damages from any Person in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to breach or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions alleged breach of this Agreement.
Appears in 1 contract
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Priority Lien Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Priority Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the Second Lien Collateral Trustee on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee Agent on behalf of each Third Lien Secured Party that (I) the Priority Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Second Lien Secured Party and Third Lien Secured Party waives any defense that the Grantors and/or the Priority Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee Agent on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ Parties damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement.
Appears in 1 contract
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien ObligationsIf any Term Loan Claimholder, if any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent contravention of the Priority Lien Agent, may interpose as a defense or dilatory plea the making terms of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way taketakes, attempt attempts to or threaten 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 take any other action in violation of this Agreement or fail fails to take any action required by this AgreementAgreement with respect to the ABL Priority Collateral, the Priority Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain this Agreement shall create an irrebutable presumption and admission by such Term Loan Claimholder that relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, Term Loan Claimholder by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the ABL Claimholders, it being understood and agreed by each of the Second Lien Term Loan Collateral Trustee Agent on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party Term Loan Claimholder that (Ii) the Priority Lien Secured PartiesABL Claimholders’ damages from its actions of any Term Loan Claimholder in respect of the ABL Priority Collateral may at that time be difficult to ascertain and may be irreparable, and (IIii) each Second Lien Secured Party and Third Lien Secured Party Term Loan Claimholder waives any defense that the Grantors ABL Grantor and/or the Priority Lien Secured Parties 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 Joint ABL Agent and (B) shall the Term Loan Collateral Agent may demand specific performance of this Agreement. The Joint ABL Agent, on behalf of itself and each other ABL Claimholder under 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 waive any defense based on the adequacy of a remedy at law and any other defense which might be entitled asserted to damagesbar the remedy of specific performance in any action which may be brought by the Joint ABL Agent or the ABL Claimholders or the Term Loan Collateral Agent or the Term Loan Claimholders, as well as reimbursement for all reasonable 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 the Joint ABL Agent on behalf of itself and documented costs each other ABL Claimholder or the Term Loan Collateral Agent on behalf of itself and expenses incurred each other Term Loan Claimholder of any right to seek damages from any Person in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to breach or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions alleged breach of this Agreement.
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Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if If any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent contravention of the Priority Lien Agent, may interpose as a defense or dilatory plea the making terms of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way taketakes, attempt attempts to or threaten 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 take any other action in violation of this Agreement or fail fails to take any action required by this Agreement, the Priority Lien Agent or any other Priority this Agreement shall create an irrebuttable presumption and admission by such Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain that relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the First Lien Secured Parties, it being understood and agreed by each of the Second Lien Representative and the Second Lien Collateral Trustee Agent, on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party represented by it, that (Ii) the Priority First Lien Secured Parties’ damages from its actions of any Second Lien Secured Party may at that time be difficult to ascertain and may be irreparable, irreparable and (IIii) each Second Lien Secured Party and Third Lien Secured Party waives any defense that the Grantors and/or the Priority First Lien 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. The Second Lien Representative and the Second Lien Collateral Agent, on behalf of itself and (B) the Second Lien 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 Secured Party. No provision of this Agreement shall constitute or be entitled deemed to damages, as well as reimbursement for all reasonable constitute a waiver by any First Lien Representative or any First Lien Collateral Agent on behalf of itself and documented costs and expenses incurred the First Lien Secured Parties represented by it of any right to seek damages from any Person in connection with any action to enforce the provisions breach or alleged breach of this Agreement and Agreement.
(iib) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should If any Third First Lien Secured Party, contrary to in contravention of the terms of this Agreement, in any way taketakes, attempt attempts to or threaten 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 take any other action in violation of this Agreement or fail fails to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second this Agreement shall create an irrebuttable presumption and admission by such First Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain that relief against such Third First Lien Secured Party by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the Second Lien Secured Parties, it being understood and agreed by the Third each First Lien Representative and each First Lien Collateral Trustee Agent, on behalf of each Third First Lien Secured Party represented by it, that (Ii) the Second Lien Secured Parties’ damages from its actions of any First Lien Secured Party may at that time be difficult to ascertain and may be irreparable, irreparable and (IIii) each Third First Lien Secured Party waives any defense that the Grantors and/or Grantors, the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the Second Lien Representative and/or Second Lien Collateral Agent may demand specific performance of this Agreement. Each First Lien Representative and each First Lien Collateral Agent, on behalf of itself and (B) the First Lien 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 the Second Lien Representative, the Second Lien Collateral Agent or any other Second Lien Secured Party. No provision of this Agreement shall constitute or be entitled deemed to damages, as well as reimbursement for all reasonable constitute a waiver by the Second Lien Representative or any Second Lien Collateral Agent on behalf of itself and documented costs and expenses incurred the Second Lien Secured Parties represented by it of any right to seek damages from any Person in connection with any action to enforce the provisions breach or alleged breach of this Agreement.
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Actions Upon Breach; Specific Performance. (a) (i) Prior to If the Discharge of Priority Junior Lien ObligationsCollateral Agent or any Junior Lien Claimholder, if any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent contravention of the Priority Lien Agent, may interpose as a defense or dilatory plea the making terms of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way taketakes, attempt attempts to or threaten 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 take any other action in violation of this Agreement or fail fails to take any action required by this Agreement, the Priority this Agreement shall create an irrebutable presumption and admission by such Junior Lien Collateral Agent or any other Priority Junior Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain Claimholder that relief against such Second Junior Lien Secured Party Collateral Agent or Third Junior Lien Secured Party, as applicable, Claimholder by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the Senior Lien Claimholders, it being understood and agreed by each of the Second Junior Lien Collateral Trustee Agent on behalf of itself and each Second Junior Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party Claimholder that (Ii) the Priority Senior Lien Secured PartiesClaimholders’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (IIii) each Second of the Junior Lien Secured Party Collateral Agent and Third each Junior Lien Secured Party Claimholder waives any defense that the Grantors and/or the Priority Senior Lien Secured Parties Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce . Each of the provisions of this Agreement and (ii) following the Discharge of Priority First Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this AgreementAgent, the Second Lien Collateral Trustee or any Agent and the Junior Lien Collateral Agent may demand specific performance of this Agreement. The First Lien Collateral Agent, for itself and on behalf of each other Second First Lien Secured Party (in its own name or in Claimholder under the name of the relevant Grantor) or the relevant GrantorFirst Lien Loan Documents, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood Agent for itself and agreed by the Third Lien Collateral Trustee on behalf of each Third other Second Lien Secured Party that (I) Claimholder under the Second Lien Secured Parties’ damages from its actions may 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 waive any defense based on the adequacy of a remedy at that time law and any other defense which might be difficult asserted to ascertain and bar the remedy of specific performance in any action which may be irreparablebrought by the First Lien Collateral Agent, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or Collateral Agent, the Senior Lien Claimholders or the Junior Lien Collateral Agent or the Junior Lien Claimholders, as the case may be. No provision of this Agreement shall constitute or be made whole deemed to constitute a waiver by the awarding First Lien Collateral Agent, for itself and on behalf of damageseach other First Lien Claimholder, the Second Lien Collateral Agent for itself and (B) shall be entitled on behalf of each other Second Lien Claimholder or the Junior Lien Collateral Agent for itself and on behalf of each other Junior Lien Claimholder of any right to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred seek damages from any Person in connection with any action to enforce the provisions breach or alleged breach of this AgreementAgreement or their respective Senior Lien Loan Documents or Junior Lien Loan Documents, as the case may be.
Appears in 1 contract
Samples: Intercreditor Agreement
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if If any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Priority Lien Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should Should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Priority Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (Ai) may obtain relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the Second Lien Collateral Trustee on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (Ix) the Priority Lien Secured Parties’ Parties damages from its actions may at that time be difficult to ascertain and may be irreparable, and (IIy) each Second Lien Secured Party and Third Lien Secured Party waives any defense that the Grantors and/or the Priority Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement.
Appears in 1 contract
Samples: Intercreditor Agreement (Rentech Nitrogen Partners, L.P.)
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Priority Lien Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral TrusteeAgent, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Priority Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the Second Lien Collateral Trustee Agent on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee Agent on behalf of each Third Lien Secured Party that (I) the Priority Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Second Lien Secured Party and Third Lien Secured Party waives any defense that the Grantors and/or the Priority Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee Agent or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral TrusteeAgent, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee Agent on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ Parties damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement.
Appears in 1 contract
Samples: Intercreditor Agreement (Midstates Petroleum Company, Inc.)
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if If any Second Lien Secured Party or Third Lien Secured PartyPriority Claimholder, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent contravention of the Priority Lien Agent, may interpose as a defense or dilatory plea the making terms of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way taketakes, attempt attempts to or threaten 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 take any other action in violation of this Agreement or fail fails to take any action required by this Agreement, the this Agreement shall create an irrebuttable presumption and admission by such Second Priority Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain Claimholder that relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, Priority Claimholder by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the First Priority Claimholders, it being understood and agreed by each of the Second Lien Priority Collateral Trustee Agent on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party Priority Claimholder that (Ii) the First Priority Lien Secured PartiesClaimholders’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (IIii) each Second Lien Secured Party and Third Lien Secured Party Priority Claimholder waives any defense that the Grantors and/or the First Priority Lien Secured Parties Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Priority Collateral Agent and the Second Priority Collateral Agent may demand specific performance of this Agreement. The First Priority Collateral Agent, on behalf of itself and the First Priority Claimholders under the First Priority Loan Documents, and (B) shall the Second Priority Collateral Agent, on behalf of itself and the Second Priority Claimholders, hereby irrevocably waive any defense based on the adequacy of a remedy at law and any other defense which might be entitled asserted to damagesbar the remedy of specific performance in any action which may be brought by the First Priority Collateral Agent DM3\8975843.1 or the First Priority Claimholders or the Second Priority Collateral Agent or the Second Priority Claimholders, as well as reimbursement for all reasonable the case may be. No provision of this Agreement shall constitute or be deemed to constitute a waiver by the First Priority Collateral Agent on behalf of itself and documented costs the First Priority Claimholders or the Second Priority Collateral Agent on behalf of itself and expenses incurred the Second Priority Claimholders of any right to seek damages from any Person in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to breach or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions alleged breach of this Agreement.
Appears in 1 contract
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if any Second Lien Secured Party or Third 1.5 Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Priority Lien Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third 1.5 Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Priority Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain relief against such Second Lien Secured Party or Third 1.5 Lien Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the Second 1.5 Lien Collateral Trustee Agent on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third 1.5 Lien Secured Party that (I) the Priority Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Second Lien Secured Party and Third 1.5 Lien Secured Party waives any defense that the Grantors and/or the Priority Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement.
Appears in 1 contract
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Priority Lien Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Senior Obligations, if any Third Lien Secured PartyClaimholder, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent contravention of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making terms of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way taketakes, attempt attempts to or threaten 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 take takes any other action in violation of this Agreement or fail fails to take any action required by this Agreement, the Priority this Agreement shall create an irrebutable presumption and admission by such Third Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain Claimholder that relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, Claimholder by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the Senior Claimholders, it being understood and agreed by each of the Second Third Lien Collateral Trustee on behalf of each Second Lien Secured Party Representative and the Third Lien Collateral Trustee Agent, on behalf of each Third Lien Secured Party Claimholder represented by it, that (IA) the Priority Lien Secured PartiesSenior Claimholders’ damages from its actions of any Third Lien Claimholder may at that time be difficult to ascertain and may be irreparable, irreparable and (IIB) each Second Lien Secured Party and Third Lien Secured Party Claimholder waives any defense that the Grantors and/or the Priority Lien Secured Parties Senior Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the Senior Representatives and/or Senior Collateral Agents may demand specific performance of this Agreement. Each of the Third Lien Representative and the Third Lien Collateral Agent, for itself and (B) on behalf of each other 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 Senior Representative, any Senior Collateral Agent, or any other Senior Claimholder. No provision of this Agreement shall constitute or be entitled deemed to damagesconstitute a waiver by any Senior Representative or any Senior Collateral Agent, as well as reimbursement for all reasonable on behalf of itself and documented costs and expenses incurred each other Senior Claimholder represented by it, of any right to seek damages from any Person in connection with any action to enforce the provisions breach or alleged breach of this Agreement and Agreement.
(iib) following If any Senior Claimholder, in contravention of the Discharge terms of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way taketakes, attempt attempts to or threaten 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 take takes any other action in violation of this Agreement or fail fails to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain this Agreement shall create an irrebutable presumption and admission by such Senior Claimholder that relief against such Third Lien Secured Party Senior Claimholder by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the Third Lien Claimholders, it being understood and agreed by the Third Lien such Senior Representative and such Senior Collateral Trustee Agent, on behalf of each Senior Claimholder represented by it, that (A) the Third Lien Secured Party that (I) the Second Lien Secured PartiesClaimholders’ damages from its actions of any Senior Claimholder may at that time be difficult to ascertain and may be irreparable, irreparable and (IIB) each Third Lien Secured Party Senior Claimholder waives any defense that the Grantors and/or the Second Third Lien Secured Parties Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the Third Lien Representative and/or Third Lien Collateral Agent may demand specific performance of this Agreement. Each of the Senior Representatives and the Senior Collateral Agents, for itself and (B) on behalf of each other Senior 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 the Third Lien Representative, the Third Lien Collateral Agent, or any other Third Lien Claimholder. No provision of this Agreement shall constitute or be entitled deemed to damagesconstitute a waiver by the Third Lien Representative or the Third Lien Collateral Agent, as well as reimbursement for all reasonable on behalf of itself and documented costs and expenses incurred each other Third Lien Claimholder represented by it, of any right to seek damages from any Person in connection with any action to enforce the provisions breach or alleged breach of this Agreement.
Appears in 1 contract
Samples: Third Lien Subordination and Intercreditor Agreement
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority If any Junior Lien ObligationsClaimholder, if any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent contravention of the Priority Lien Agent, may interpose as a defense or dilatory plea the making terms of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way taketakes, attempt attempts to or threaten 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 take any other action in violation of this Agreement or fail fails to take any action required by this Agreement, the Priority this Agreement shall create an irrebutable presumption and admission by such Junior Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain Claimholder that relief against such Second Junior Lien Secured Party or Third Lien Secured Party, as applicable, Claimholder by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the Parity Lien Claimholders, it being understood and agreed by each of the Second Junior Lien Representative and each Junior Lien Collateral Trustee Agent, on behalf of each Second Junior Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party Claimholder represented by it, that (Ii) the Priority Parity Lien Secured PartiesClaimholders’ damages from its actions of any Junior Lien Claimholder may at that time be difficult to ascertain and may be irreparable, irreparable and (IIii) each Second Junior Lien Secured Party and Third Lien Secured Party Claimholder waives any defense that the Grantors and/or the Priority Parity Lien Secured Parties Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the Parity Lien Representatives and/or Parity Lien Collateral Agents may demand specific performance of this Agreement. Each Junior Lien Representative and each Junior Lien Collateral Agent, on behalf of itself and (B) each other 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 Parity Lien Representative, any Parity Lien Collateral Agent or any other Parity Lien Claimholder. No provision of this Agreement shall constitute or be entitled deemed to damages, as well as reimbursement for all reasonable constitute a waiver by any Parity Lien Representative or any Parity Lien Collateral Agent on behalf of itself and documented costs and expenses incurred each other Parity Lien Claimholder represented by it of any right to seek damages from any Person in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to breach or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions alleged breach of this Agreement.
Appears in 1 contract
Samples: Indenture (Urban One, Inc.)
Actions Upon Breach; Specific Performance. (a) (i) Prior to If the Discharge of Priority Junior Lien ObligationsCollateral Agent or any Junior Lien Claimholder, if any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent contravention of the Priority Lien Agent, may interpose as a defense or dilatory plea the making terms of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way taketakes, attempt attempts to or threaten 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 take any other action in violation of this Agreement or fail fails to take any action required by this Agreement, the Priority this Agreement shall create an irrebutable presumption and admission by such Junior Lien Collateral Agent or any other Priority Junior Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain Claimholder that relief against such Second Junior Lien Secured Party Collateral Agent or Third Junior Lien Secured Party, as applicable, Claimholder by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the Senior Lien Claimholders, it being understood and agreed by each of the Second Junior Lien Collateral Trustee Agent on behalf of itself and each Second Junior Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party Claimholder that (Ii) the Priority Senior Lien Secured PartiesClaimholders’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (IIii) each Second of the Junior Lien Secured Party Collateral Agent and Third each Junior Lien Secured Party Claimholder waives any defense that the Grantors and/or the Priority Senior Lien Secured Parties Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce . Each of the provisions of this Agreement and (ii) following the Discharge of Priority First Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this AgreementAgent, the Second Lien Collateral Trustee or any Agent and the Junior Lien Collateral Agent may demand specific performance of this Agreement. The First Lien Collateral Agent, for itself and on behalf of each other Second First Lien Secured Party (in its own name or in Claimholder under the name of the relevant Grantor) or the relevant GrantorFirst Lien Loan Documents, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood Agent for itself and agreed by the Third Lien Collateral Trustee on behalf of each Third other Second Lien Secured Party that (I) Claimholder under the Second Lien Secured Parties’ damages from its actions may 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 waive any defense based on the adequacy of a remedy at that time law and any other defense which might be difficult asserted to ascertain and bar the remedy of specific performance in any action which may be irreparablebrought by the First Lien Collateral Agent, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or Collateral Agent, the Senior Lien Claimholders or the Junior Lien Collateral Agent or the Junior Lien Claimholders, as the case may be. No provision of this Agreement shall constitute or be made whole deemed to constitute a waiver by the awarding First Lien Collateral Agent, for itself and on behalf of damageseach other First Lien Claimholder, the Second Lien Collateral Agent for itself and (B) shall be entitled on behalf of each other Second Lien Claimholder or the Junior Lien Collateral Agent for itself and on behalf of each other Junior Lien Claimholder of any right to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred seek damages from any Person in connection with any action to enforce the provisions breach or alleged breach of this AgreementAgreement or their respective Senior Lien Loan Documents or Junior Lien Loan Documents, as the case may be.
Appears in 1 contract
Samples: Intercreditor Agreement
Actions Upon Breach; Specific Performance. (a) (i1) Prior to the Complete Discharge of Priority Lien Obligations, if any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Priority Lien Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i1) Prior to the Complete Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Priority Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the Second Lien Collateral Trustee on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Priority Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Second Lien Secured Party and Third Lien Secured Party waives any defense that the Grantors and/or the Priority Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ Parties damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement.
Appears in 1 contract
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Priority Lien Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Priority Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the Second Lien Collateral Trustee Agent on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Priority Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Second Lien Secured Party and Third Lien Secured Party waives any defense that the Grantors and/or the Priority Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement.
Appears in 1 contract
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if If any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent contravention of the Priority Lien Agent, may interpose as a defense or dilatory plea the making terms of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way taketakes, attempt attempts to or threaten 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 take any other action in violation of this Agreement or fail fails to take any action required by this Agreement, the Priority Lien Agent or any other Priority this Agreement shall create an irrebuttable presumption and admission by such Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain that relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the First Lien Secured Parties, it being understood and agreed by each of the Second Lien Representative and the Second Lien Collateral Trustee Agent, on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party represented by it, that (Ii) the Priority First Lien Secured Parties’ damages from its actions of any Second Lien Secured Party may at that time be difficult to ascertain and may be irreparable, irreparable and (IIii) each Second Lien Secured Party and Third Lien Secured Party waives any defense that the Grantors and/or the Priority First Lien 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. The Second Lien Representative and the Second Lien Collateral Agent, on behalf of itself and (B) the Second Lien 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 Secured Party. No provision of this Agreement shall constitute or be entitled deemed to damages, as well as reimbursement for all reasonable constitute a waiver by any First Lien Representative or any First Lien Collateral Agent on behalf of itself and documented costs and expenses incurred the First Lien Secured Parties represented by it of any right to seek damages from any Person in connection with any action to enforce the provisions breach or alleged breach of this Agreement and Agreement.
(iib) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should If any Third First Lien Secured Party, contrary to in contravention of the terms of this Agreement, in any way taketakes, attempt attempts to or threaten 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 take any other action in violation of this Agreement or fail fails to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second this Agreement shall create an irrebuttable presumption and admission by such First Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain that relief against such Third First Lien Secured Party by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the Second Lien Secured Parties, it being understood and agreed by the Third each First Lien Representative and each First Lien Collateral Trustee Agent, on behalf of each Third First Lien Secured Party represented by it, that (Ii) the Second Lien Secured Parties’ damages from its actions of any First Lien Secured Party may at that time be difficult to ascertain and may be irreparable, irreparable and (IIii) each Third First Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the Second Lien Representative and/or Second Lien Collateral Agent may demand specific performance of this Agreement. Each First Lien Representative and each First Lien Collateral Agent, on behalf of itself and (B) the First Lien 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 the Second Lien Representative, the Second Lien Collateral Agent or any other Second Lien Secured Party. No provision of this Agreement shall constitute or be entitled deemed to damages, as well as reimbursement for all reasonable constitute a waiver by the Second Lien Representative or any Second lien Collateral Agent on behalf of itself and documented costs and expenses incurred the Second Lien Secured Parties represented by it of any right to seek damages from any Person in connection with any action to enforce the provisions breach or alleged breach of this Agreement.
Appears in 1 contract
Samples: Second Lien Intercreditor Agreement (Ion Geophysical Corp)
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if If any Second Lien Secured Party or Third Lien Secured PartyClaimholder, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent contravention of the Priority Lien Agent, may interpose as a defense or dilatory plea the making terms of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way taketakes, attempt attempts to or threaten 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 take any other action in violation of this Agreement or fail fails to take any action required by this Agreement, the Priority this Agreement shall create an irrebutable presumption and admission by such Second Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain Claimholder that relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, Claimholder by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the First Lien Claimholders, it being understood and agreed by each of the Second Lien Collateral Trustee Notes Agent on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party Claimholder that (Ii) the Priority First Lien Secured PartiesClaimholders’ damages from its actions of any Second Lien Claimholder may at that time be difficult to ascertain and may be irreparable, and (IIii) each Second Lien Secured Party and Third Lien Secured Party Claimholder waives any defense that the Grantors and/or the Priority First Lien Secured Parties Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Lien Collateral Agent and the Second Lien Notes Agent may demand specific performance of this Agreement. The First Lien Collateral Agent, on behalf of itself and each other First Lien Claimholder under the First Lien Loan Documents, and (B) shall the Second Lien Notes Agent, on behalf of itself and each other Second Lien Claimholder under the Second Lien Notes Documents, hereby irrevocably waive any defense based on the adequacy of a remedy at law and any other defense which might be entitled asserted to damagesbar the remedy of specific performance in any action which may be brought by the First Lien Collateral Agent or the First Lien Claimholders or the Second Lien Notes Agent or the Second Lien Claimholders, as well as reimbursement for all reasonable the case may be. No provision of this Agreement shall constitute or be deemed to constitute a waiver by the First Lien Collateral Agent on behalf of itself and documented costs each other First Lien Claimholder or the Second Lien Notes Agent on behalf of itself and expenses incurred each other Second Lien Claimholder of any right to seek damages from any Person in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to breach or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions alleged breach of this Agreement.
Appears in 1 contract
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if any Second Lien Secured Party or Third Lien Subordinated Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Priority Lien Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Subordinated Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Priority Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain relief against such Second Lien Secured Party or Third Lien Subordinated Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the Second Lien Subordinated Collateral Trustee on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Subordinated Secured Party that (I) the Priority Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Second Lien Secured Party and Third Lien Subordinated Secured Party waives any defense that the Grantors and/or the Priority Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien ObligationsAgreement, should any Third Lien from such Subordinated Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement.
Appears in 1 contract
Samples: Intercreditor and Subordination Agreement (Sandridge Energy Inc)
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority If any Junior Lien ObligationsClaimholder, if any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent contravention of the Priority Lien Agent, may interpose as a defense or dilatory plea the making terms of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way taketakes, attempt attempts to or threaten 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 take any other action in violation of this Agreement or fail fails to take any action required by this Agreement, the Priority this Agreement shall create an irrebutable presumption and admission by such Junior Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain Claimholder that relief against such Second Junior Lien Secured Party or Third Lien Secured Party, as applicable, Claimholder by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the Limited Secured Acquisition Claimholders, it being understood and agreed by each of the Second Junior Lien Representative and each Junior Lien Collateral Trustee Agent, on behalf of each Second Junior Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party Claimholder represented by it, that (Ii) the Priority Lien Limited Secured PartiesAcquisition Claimholders’ damages from its actions of any Junior Lien Claimholder may at that time be difficult to ascertain and may be irreparable, irreparable and (IIii) each Second Junior Lien Secured Party and Third Lien Secured Party Claimholder waives any defense that either or both the Grantors and/or Company and the Priority Lien Limited Secured Parties Acquisition Claimholders cannot demonstrate either or both damage and/or and be made whole by the awarding of damages. Each of the Senior Lien Representatives and Senior Lien Collateral Agents may demand specific performance of this Agreement. Each Junior Lien Representative and each Junior Lien Collateral Agent, on behalf of itself and (B) each other 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 Senior Lien Representative, any Senior Lien Collateral Agent or any other Limited Secured Acquisition Claimholder. No provision of this Agreement shall constitute or be entitled deemed to damagesconstitute a waiver by any Senior Lien Representative or any Senior Lien Collateral Agent on behalf of itself and each other Limited Secured Acquisition Claimholder represented by it, as well as reimbursement for all reasonable and documented costs and expenses incurred of any right to seek damages from any Person in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to breach or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions alleged breach of this Agreement.
Appears in 1 contract
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if If any Second Lien Secured Party or Third Parity Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent contravention of the Priority Lien Agent, may interpose as a defense or dilatory plea the making terms of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way taketakes, attempt attempts to or threaten 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 take any other action in violation of this Agreement or fail fails to take any action required by this Agreement, the Priority Lien Agent or any other Priority this Agreement shall create an irrebuttable presumption and admission by such Parity Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain that relief against such Second Parity Lien Secured Party or Third Lien Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the Priority Lien Secured Parties, it being understood and agreed by each of the Second Parity Lien Collateral Trustee Representative, on behalf of each Second Parity Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party represented by it, that (Ii) the Priority Lien Secured Parties’ damages from its actions of any Parity Lien Secured Party may at that time be difficult to ascertain and may be irreparable, irreparable and (IIii) each Second Lien Secured Party and Third Parity Lien Secured Party waives any defense that the Grantors and/or the Priority Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the Priority Lien Representatives may demand specific performance of this Agreement. Each Parity Lien Representative, on behalf of itself and (B) each other Parity Lien 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 Priority Lien Representative or any other Priority Lien Secured Party. No provision of this Agreement shall constitute or be entitled deemed to damages, as well as reimbursement for all reasonable constitute a waiver by any Priority Lien Representative on behalf of itself and documented costs and expenses incurred each other Priority Lien Secured Party represented by it of any right to seek damages from any Person in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to breach or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions alleged breach of this Agreement.
Appears in 1 contract
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if If any Second Lien Secured Party or Third Lien Secured PartyClaimholder, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent contravention of the Priority Lien Agent, may interpose as a defense or dilatory plea the making terms of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way taketakes, attempt attempts to or threaten 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 take any other action in violation of this Agreement or fail fails to take any action required by this Agreement, the Priority this Agreement shall create an irrebutable presumption and admission by such Second Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain Claimholder that relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, Claimholder by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the First Lien Claimholders, it being understood and agreed by each of the Second Lien Collateral Trustee on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party Claimholder that (Ii) the Priority First Lien Secured PartiesClaimholders’ damages from its actions of any Second Lien Claimholder may at that time be difficult to ascertain and may be irreparable, and (IIii) each Second Lien Secured Party and Third Lien Secured Party Claimholder waives any defense that the Grantors and/or the Priority First Lien Secured Parties Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Lien Administrative Agent and the Second Lien Collateral Trustee may demand specific performance of this Agreement. The First Lien Administrative Agent, on behalf of itself and each other First Lien Claimholder under the First Lien Loan Documents, and (B) shall the Second Lien Collateral Trustee, on behalf of itself and each other Second Lien Claimholder under the Second Lien Documents, hereby irrevocably waive any defense based on the adequacy of a remedy at law and any other defense which might be entitled asserted to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred bar the remedy of specific performance in connection with any action to enforce which may be brought by the provisions of this Agreement and (ii) following First Lien Administrative Agent or the Discharge of Priority First Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to Claimholders or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral TrusteeClaimholders, (A) as the case may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed be. No provision of this Agreement shall constitute or be deemed to constitute a waiver by the Third First Lien Administrative Agent on behalf of itself and each other First Lien Claimholder or the Second Lien Collateral Trustee on behalf of itself and each Third Lien Secured Party that (I) the other Second Lien Secured Parties’ Claimholder of any right to seek damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred Person in connection with any action to enforce the provisions breach or alleged breach of this Agreement.
Appears in 1 contract
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Priority Lien Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Priority Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the Second Lien Collateral Trustee on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (Ix) the Priority Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (IIy) each Second Lien Secured Party and Third Lien Secured Party waives any defense that the Grantors and/or the Priority Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (Ix) the Second Lien Secured Parties’ Parties damages from its actions may at that time be difficult to ascertain and may be irreparable, and (IIy) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement.
Appears in 1 contract
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority If any Junior Lien ObligationsClaimholder, if any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent contravention of the Priority Lien Agent, may interpose as a defense or dilatory plea the making terms of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way taketakes, attempt attempts to or threaten 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 take any other action in violation of this Agreement or fail fails to take any action required by this Agreement, the Priority this Agreement shall create an irrebutable presumption and admission by such Junior Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain Claimholder that relief against such Second Junior Lien Secured Party or Third Lien Secured Party, as applicable, Claimholder by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the Senior Lien Claimholders, it being understood and agreed by each of the Second Junior Lien Representative and each Junior Lien Collateral Trustee Agent, on behalf of each Second Junior Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party Claimholder represented by it, that (Ii) the Priority Senior Lien Secured PartiesClaimholders’ damages from its actions of any Junior Lien Claimholder may at that time be difficult to ascertain and may be irreparable, irreparable and (IIii) each Second Junior Lien Secured Party and Third Lien Secured Party Claimholder waives any defense that the Grantors Company and/or the Priority Senior Lien Secured Parties Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the Senior Lien Representatives and/or Senior Lien Collateral Agents may demand specific performance of this Agreement. Each Junior Lien Representative and each Junior Lien Collateral Agent, on behalf of itself and (B) each other 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 Senior Lien Representative, any Senior Lien Collateral Agent or any other Senior Lien Claimholder. No provision of this Agreement shall constitute or be entitled deemed to damages, as well as reimbursement for all reasonable constitute a waiver by any Senior Lien Representative or any Senior Lien Collateral Agent on behalf of itself and documented costs and expenses incurred each other Senior Lien Claimholder represented by it of any right to seek damages from any Person in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to breach or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions alleged breach of this Agreement.
Appears in 1 contract
Samples: Lien Intercreditor Agreement (Franchise Group, Inc.)
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Priority Lien Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Priority Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the Second Lien Collateral Trustee on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Priority Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Second Lien Secured Party and Third Lien Secured Party waives any defense that the Grantors and/or the Priority Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ Parties damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement.
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Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Priority Lien Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Priority Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the Second Lien Collateral Trustee on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Priority Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Second Lien Secured Party and Third Lien Secured Party waives any defense that the Grantors and/or the Priority Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement.
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Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if If any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent contravention of the Priority Lien Agent, may interpose as a defense or dilatory plea the making terms of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way taketakes, attempt attempts to or threaten 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 take any other action in violation of this Agreement or fail fails to take any action required by this Agreement, the Priority Lien Agent or any other Priority this Agreement shall create an irrebuttable presumption and admission by such Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain that relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the First Lien Secured Parties and the Third Lien Secured Parties, it being understood and agreed by each of the Second Lien Representative and the Second Lien Collateral Trustee Agent, on behalf of each Second Lien Secured Party represented by it, that (i) the First Lien Secured Parties’ and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Priority Lien Secured Parties’ damages from its actions of any Second Lien Secured Party may at that time be difficult to ascertain and may be irreparable, irreparable and (IIii) each Second Lien Secured Party and Third Lien Secured Party waives any defense that the Grantors and/or the Priority First Lien Secured Parties and/or the Third Lien 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 and each of the Third Lien Representative and/or Third Lien Collateral Agent may demand specific performance of this Agreement. The Second Lien Representative and the Second Lien Collateral Agent, on behalf of itself and (B) shall the Second Lien 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 entitled asserted to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred bar the remedy of specific performance in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority which may be brought by any First Lien Obligations but prior to the Discharge of Second Representative, any First Lien ObligationsCollateral Agent or any other First Lien Secured Party or by any Third Lien Representative, should Third Lien Collateral Agent or any other Third Lien Secured Party.
(b) If any First Lien Secured Party, contrary to in contravention of the terms of this Agreement, in any way taketakes, attempt attempts to or threaten 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 take any other action in violation of this Agreement or fail fails to take any action required by this Agreement, this Agreement shall create an irrebuttable presumption and admission by such First Lien Secured Party that relief against such First Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the Second Lien Secured Parties and the Third Lien Second Parties, it being understood and agreed by each First Lien Representative and each First Lien Collateral Agent, on behalf of each First Lien Secured Party represented by it, that (i) the Second Lien Secured Parties’ and of the Third Lien Secured Parties’ damages from actions of any First Lien Secured Party may at that time be difficult to ascertain and may be irreparable and (ii) each First Lien Secured Party waives any defense that the Grantors, the Second Lien Secured Parties and/or the Third Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the Second Lien Representative and/or Second Lien Collateral Agent and the Third Lien Representative and/or Third Lien Collateral Agent may demand specific performance of this Agreement. Each First Lien Representative and each First Lien Collateral Agent, on behalf of itself and the First Lien 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 the Second Lien Representative, the Second Lien Collateral Trustee Agent or any other Second Lien Secured Party or by the Third Lien Representative, the Third Lien Collateral Agent or any other Third Lien Secured Party.
(c) If any Third Lien Secured Party, in its own name or in the name contravention of the relevant Grantor) terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to the relevant GrantorCollateral (including, without limitation, any attempt to realize upon or enforce any remedy with the prior written consent of the Second respect to this Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebuttable presumption and admission by such Third Lien Collateral Trustee, (A) may obtain Secured Party that relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the Second Lien Secured Parties and the First Lien Secured Parties, it being understood and agreed by the Third Lien Representative and the Third Lien Collateral Trustee Agent, on behalf of each Third Lien Secured Party represented by it, that (Ii) the Second Lien Secured Parties’ and the First Lien Secured Parties’ damages from its actions of any Third Lien Secured Party may at that time be difficult to ascertain and may be irreparable, irreparable and (IIii) each Third Lien Secured Party waives any defense that the Grantors and/or the First Lien Secured Parties and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the Second Lien Representative and/or Second Lien Collateral Agent and each of the First Lien Representative and/or First Lien Collateral Agent may demand specific performance of this Agreement. The Third Lien Representative and the Third Lien Collateral Agent, on behalf of itself and the Third Lien 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 the Second Lien Representative, the Second Lien Collateral Agent or any other Second Lien Secured Party or by the First Lien Representative, the First Lien Collateral Agent or any other First Lien Secured Party.
(Bd) No provision of this Agreement shall constitute or be entitled deemed to damages, as well as reimbursement for all reasonable constitute a waiver by the Second Lien Representative or any Second Lien Collateral Agent on behalf of itself and documented costs the Second Lien Secured Parties represented by it or by the First Lien Representative or any First Lien Collateral Agent on behalf of itself and expenses incurred the First Lien Secured Parties represented by it or by the Third Lien Representative or any Third Lien Collateral Agent on behalf of itself and the Third Lien Secured Parties represented by it of any right to seek damages from any Person in connection with any action to enforce the provisions breach or alleged breach of this Agreement.
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Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Priority Lien Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral TrusteeAgent, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Priority Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the Second Lien Collateral Trustee Agent on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Priority Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Second Lien Secured Party and Third Lien Secured Party waives any defense that the Grantors and/or the Priority Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement (provided that, for the avoidance of doubt and subject to Section 9.13, the Priority Lien Secured Parties shall only be entitled to such reimbursement from the Second Lien Secured Parties to the extent that the Priority Lien Secured Parties prevail in such action pursuant to a final non-appealable judgment or order from a court of competent jurisdiction) and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee Agent or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral TrusteeAgent, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this AgreementAgreement (provided that, for the avoidance of doubt and subject to Section 9.13, the Second Lien Secured Parties shall only be entitled to such reimbursement from the Third Lien Secured Parties to the extent that the Second Lien Secured Parties prevail in such action pursuant to a final non-appealable judgment from a court of competent jurisdiction).
Appears in 1 contract
Samples: Term Loan Credit Agreement (Northern Oil & Gas, Inc.)
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if If any Second Lien Secured Party or Third Lien Priority Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent contravention of the Priority Lien Agent, may interpose as a defense or dilatory plea the making terms of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way taketakes, attempt attempts to or threaten 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 take any other action in violation of this Agreement or fail fails to take any action required by this Agreement, the this Agreement shall create an irrefutable presumption and admission by such Second Priority Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain that relief against such Second Lien Priority Secured Party or Third Lien Secured Party, as applicable, Parties by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the First Priority Claimholders, it being understood and agreed by each of the Second Lien Priority Collateral Trustee Agent on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Priority Secured Party that (Ii) the First Priority Lien Secured PartiesClaimholders’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (IIii) each Second Lien Secured Party and Third Lien Priority Secured Party waives any defense that the Grantors and/or the First Priority Lien Secured Parties Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Priority Collateral Agent and the Second Priority Collateral Agent may demand specific performance of this Agreement. The First Priority Collateral Agent, on behalf of itself and the First Priority Claimholders under the First Priority Loan Documents, and (B) shall the Second Priority Collateral Agent, on behalf of itself and the Second Priority Secured Parties, hereby irrevocably waive any defense based on the adequacy of a remedy at law and any other defense which might be entitled asserted to damagesbar the remedy of specific performance in any action which may be brought by the First Priority Collateral Agent or the First Priority Claimholders or the Second Priority Collateral Agent or the Second Priority Secured Parties, as well as reimbursement for all reasonable the case may be. No provision of this Agreement shall constitute or be deemed to constitute a waiver by the First Priority Collateral Agent on behalf of itself and documented costs the First Priority Claimholders or the Second Priority Collateral Agent on behalf of itself and expenses incurred the Second Priority Secured Parties of any right to seek damages from any Person in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to breach or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions alleged breach of this Agreement.
Appears in 1 contract
Samples: Indenture (GOOD TECHNOLOGY Corp)
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Priority Lien Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.. 36 [VANGUARD AMENDED AND RESTATED INTERCREDITOR AGREEMENT]
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Priority Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the Second Lien Collateral Trustee on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Priority Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Second Lien Secured Party and Third Lien Secured Party waives any defense that the Grantors and/or the Priority Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement.
Appears in 1 contract
Samples: Intercreditor Agreement (Vanguard Natural Resources, Inc.)
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Priority Lien Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Senior Obligations, if any Third Lien Secured PartyClaimholder, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent contravention of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making terms of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way taketakes, attempt attempts to or threaten 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 take takes any other action in violation of this Agreement or fail fails to take any action required by this Agreement, the Priority this Agreement shall create an irrebutable presumption and admission by such Third Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain Claimholder that relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, Claimholder by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the Senior Claimholders, it being understood and agreed by each of the Second Third Lien Collateral Trustee on behalf of each Second Lien Secured Party Representative and the Third Lien Collateral Trustee Agent, on behalf of each Third Lien Secured Party Claimholder represented by it, that (IA) the Priority Lien Secured PartiesSenior Claimholders’ damages from its actions of any Third Lien Claimholder may at that time be difficult to ascertain and may be irreparable, irreparable and (IIB) each Second Lien Secured Party and Third Lien Secured Party Claimholder waives any defense that the Grantors and/or the Priority Lien Secured Parties Senior Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the Senior Representatives and/or Senior Collateral Agents may demand specific performance of this Agreement. Each of the Third Lien Representative and the Third Lien Collateral Agent, for itself and (B) on behalf of each other 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 Senior Representative, any Senior Collateral Agent, or any other Senior Claimholder. No provision of this Agreement shall constitute or be entitled deemed to damagesconstitute a waiver by any Senior Representative or any Senior Collateral Agent, as well as reimbursement for all reasonable on behalf of itself and documented costs and expenses incurred each other Senior Claimholder represented by it, of any right to seek damages from any Person in connection with any action to enforce the provisions breach or alleged breach of this Agreement and Agreement.
(iib) following If any Senior Claimholder, in contravention of the Discharge terms of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way taketakes, attempt attempts to or threaten 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 take takes any other action in violation of this Agreement or fail fails to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain this Agreement shall create an irrebutable presumption and admission by such Senior Claimholder that relief against such Third Lien Secured Party Senior Claimholder by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the Third Lien Claimholders, it being understood and agreed by the Third Lien such Senior Representative and such Senior Collateral Trustee Agent, on behalf of each Senior Claimholder represented by it, that (A) the Third Lien Secured Party that (I) the Second Lien Secured PartiesClaimholders’ damages from its actions of any Senior Claimholder may at that time be difficult to ascertain and may be irreparable, irreparable and (IIB) each Third Lien Secured Party Senior Claimholder waives any defense that the Grantors and/or the Second Third Lien Secured Parties Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the Third Lien Representative and/or Third Lien Collateral Agent may demand specific performance of this Agreement. Each of the Senior Representatives and the Senior Collateral Agents, for itself and (B) on behalf of each other Senior 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 the Third Lien Representative, the Third Lien Collateral Agent, or any other Third Lien Claimholder. No provision of this Agreement shall constitute or be entitled deemed to damagesconstitute a waiver by the Third Lien Representative or the Third Lien Collateral Agent, as well as reimbursement for all reasonable on behalf of itself and documented costs and expenses incurred each other Third Lien Claimholder represented by it, of any right to seek damages from any Person in connection with any action to enforce the provisions breach or alleged breach of this Agreement.
Appears in 1 contract
Samples: Third Lien Subordination and Intercreditor Agreement
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Complete Discharge of Priority Lien Obligations, if any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Priority Lien Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Complete Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Priority Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the Second Lien Collateral Trustee on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Priority Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Second Lien Secured Party and Third Lien Secured Party waives any defense that the Grantors and/or the Priority Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ Parties damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement.
Appears in 1 contract
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if If any Second Lien Secured Party or Third Junior Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent contravention of the Priority Lien Agent, may interpose as a defense or dilatory plea the making terms of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way taketakes, attempt attempts to or threaten 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 take any other action in violation of this Agreement or fail fails to take any action required by this Agreement, the Priority Lien Agent or any other Priority this Agreement shall create an irrebuttable presumption and admission by such Junior Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain that relief against such Second Junior Lien Secured Party or Third Lien Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the First Lien Secured Parties, it being understood and agreed by each of the Second Junior Lien Collateral Trustee Debt Representative, on behalf of itself and each Second Junior Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party represented by it, that (Ii) the Priority First Lien Secured Parties’ damages from its actions of any Junior Lien Secured Party may at that time be difficult to ascertain and may be irreparable, irreparable and (IIii) each Second Lien Secured Party and Third Junior Lien Secured Party waives any defense that the Company and the other Grantors and/or the Priority First Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Lien Debt Representatives may demand specific performance of this Agreement. Each Junior Lien Debt Representative, on behalf of itself and each other Junior Lien 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 Lien Debt Representative or any other First Lien Secured Party. No provision of this Agreement shall constitute or be deemed to constitute a waiver by any First Lien Debt Representative or any Junior Lien Debt Representative (Bon behalf of itself and each other Secured Party represented by it) shall be entitled of any right to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred seek damages from any Person in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to breach or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions alleged breach of this Agreement.
Appears in 1 contract
Samples: Collateral Agency and Intercreditor Agreement (Diamond Offshore Drilling, Inc.)
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if If any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Priority Lien AgentSecured Debt Representative (or any Secured Party represented by such Secured Debt Representative) against whose rights such action or proceeding shall have been taken (the “Aggrieved Secured Party”), may interpose as a defense or dilatory plea the making of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Aggrieved Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should Should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Priority Lien Agent or any other Priority Lien Aggrieved Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, Grantor (with the prior written consent of the Priority Lien Agent, Aggrieved Secured Party) (Ai) may obtain relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, ’s action by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the Second Lien Collateral Trustee Secured Party Representative (on behalf of each Second Lien the respective Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party Parties) that (Ix) the Priority Lien Aggrieved Secured Parties’ damages from its such actions may at that time be difficult to ascertain and may be irreparable, and (IIy) each Second Lien Secured Party and Third Lien Secured Party waives any defense that the Grantors and/or the Priority Lien Aggrieved Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement.
Appears in 1 contract
Samples: Intercreditor Agreement (Breitburn Energy Partners LP)
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if any Second Lien Secured Party or Third Junior Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Priority Lien Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Junior Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Priority Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain relief against such Second Junior Lien Secured Party or Third Lien Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the Second Junior Lien Collateral Trustee Representative on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Junior Lien Secured Party that (I) the Priority Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Second Lien Secured Party and Third Junior Lien Secured Party waives any defense that the Grantors and/or the Priority Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement.
Appears in 1 contract
Samples: Second Lien Collateral Trust Agreement (CSI Compressco LP)
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if If any Second Lien Secured Party or Third Lien Secured PartyPriority Claimholder, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent contravention of the Priority Lien Agent, may interpose as a defense or dilatory plea the making terms of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way taketakes, attempt attempts to or threaten 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 take any other action in violation of this Agreement or fail fails to take any action required by this Agreement, the this Agreement shall create an irrebuttable presumption and admission by such Second Priority Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain Claimholder that relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, Priority Claimholder by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the First Priority Claimholders, it being understood and agreed by each of the Second Lien Priority Collateral Trustee Agent on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party Priority Claimholder that (Ii) the First Priority Lien Secured PartiesClaimholders’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (IIii) each Second Lien Secured Party and Third Lien Secured Party Priority Claimholder waives any defense that the Grantors and/or the First Priority Lien Secured Parties Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Priority Collateral Agent and the Second Priority Collateral Agent may demand specific performance of this Agreement. The First Priority Collateral Agent, on behalf of itself and the First Priority Claimholders under the First Priority Loan Documents, and (B) shall the Second Priority Collateral Agent, on behalf of itself and the Second Priority Claimholders, hereby irrevocably waive any defense based on the adequacy of a remedy at law and any other defense which might be entitled asserted to damagesbar the remedy of specific performance in any action which may be brought by the First Priority Collateral Agent or the First Priority Claimholders or the Second Priority Collateral Agent or the Second Priority Claimholders, as well as reimbursement for all reasonable the case may be. No provision of this Agreement shall constitute or be deemed to constitute a waiver by the First Priority Collateral Agent on behalf of itself and documented costs the First Priority Claimholders or the Second Priority Collateral Agent on behalf of itself and expenses incurred the Second Priority Claimholders of any right to seek damages from any Person in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to breach or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions alleged breach of this Agreement.
Appears in 1 contract
Samples: Indenture (Stonemor Inc.)
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if If any Second Lien Secured Party or Third Lien Secured PartyClaimholder, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent contravention of the Priority Lien Agent, may interpose as a defense or dilatory plea the making terms of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way taketakes, attempt attempts to or threaten 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 take any other action in violation of this Agreement or fail fails to take any action required by this Agreement, the Priority this Agreement shall create an irrebutable presumption and admission by such Second Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain Claimholder that relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, Claimholder by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the First Lien Claimholders, it being understood and agreed by each of the Second Lien Collateral Trustee Agent on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party Claimholder that (Ii) the Priority First Lien Secured PartiesClaimholders’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (IIii) each Second Lien Secured Party and Third Lien Secured Party Claimholder waives any defense that the Grantors and/or the Priority First Lien Secured Parties Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Lien Collateral Agent and the Second Lien Collateral Agent may demand specific performance of this Agreement. The First Lien Collateral Agent, for itself and on behalf of each other First Lien Claimholder under the First Lien Loan Documents, and (B) shall the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder under the Second Lien Loan Documents, hereby irrevocably waive any defense based on the adequacy of a remedy at law and any other defense which might be entitled asserted to damagesbar the remedy of specific performance in any action which may be brought by the First Lien Collateral Agent or the First Lien Claimholders or the Second Lien Collateral Agent or the Second Lien Claimholders, as well as reimbursement the case may be. No provision of this Agreement shall constitute or be deemed to constitute a waiver by the First Lien Collateral Agent for all reasonable itself and documented costs on behalf of each other First Lien Claimholder or the Second Lien Collateral Agent for itself and expenses incurred on behalf of each other Second Lien Claimholder of any right to seek damages from any Person in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to breach or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions alleged breach of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (RadNet, Inc.)
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if If any Second Lien Secured Party or Third Lien Secured PartyClaimholder, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent contravention of the Priority Lien Agent, may interpose as a defense or dilatory plea the making terms of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Priority this Agreement shall create an irrebutable presumption and admission by such Second Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain Claimholder that relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, Claimholder by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the First Lien Claimholders, it being understood and agreed by each of the Second Lien Collateral Trustee Agent on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party Claimholder that (Ii) the Priority First Lien Secured PartiesClaimholders’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (IIii) each Second Lien Secured Party and Third Lien Secured Party Claimholder waives any defense that the Grantors and/or the Priority First Lien Secured Parties Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Lien Collateral Agent and the Second Lien Collateral Agent may demand specific performance of this Agreement. The First Lien Collateral Agent, on behalf of itself and the First Lien Claimholders under the First Lien Loan Documents, and (B) shall the Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, hereby irrevocably waive any defense based on the adequacy of a remedy at law and any other defense which might be entitled asserted to damagesbar the remedy of specific performance in any action which may be brought by the First Lien Collateral Agent or the First Lien Claimholders or the Second Lien Collateral Agent or the Second Lien Claimholders, as well as reimbursement for all reasonable and documented costs and expenses incurred the case may be. No provision of this Agreement shall constitute or be deemed to constitute a waiver by the First Lien Collateral Agent or the Second Lien Collateral Agent of any right to seek damages from any Person in connection with any action to enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to breach or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions alleged breach of this Agreement.
Appears in 1 contract
Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if If any Second Lien Secured Party or Third Junior Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent contravention of the Priority Lien Agent, may interpose as a defense or dilatory plea the making terms of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.
(b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, in any way taketakes, attempt attempts to or threaten 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 take any other action in violation of this Agreement or fail fails to take any action required by this Agreement, the Priority Lien Agent or any other Priority this Agreement shall create an irrebuttable presumption and admission by such Junior Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain that relief against such Second Junior Lien Secured Party or Third Lien Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable reliefrelief is necessary to prevent irreparable harm to the Priority Lien Secured Parties, it being understood and agreed by each of the Second Junior Lien Collateral Trustee Representative, on behalf of itself and each Second Junior Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party represented by it, that (Ii) the Priority Lien Secured Parties’ damages from its actions of any Junior Lien Secured Party may at that time be difficult to ascertain and may be irreparable, irreparable and (IIii) each Second Lien Secured Party and Third Junior Lien Secured Party waives any defense that the Grantors Issuer and the other Guarantors and/or the Priority Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the Priority Lien Representatives may demand specific performance of this Agreement. Each Junior Lien Representative, on behalf of itself and (B) shall each other Junior Lien 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 entitled asserted to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred bar the remedy of specific performance in connection with any action to enforce the provisions which may be brought by any Priority Lien Representative or any other Priority Lien Secured Party. No provision of this Agreement and (ii) following the Discharge of shall constitute or be deemed to constitute a waiver by any Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten 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 take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien Collateral Trustee Representative or any other Second Junior Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Collateral Trustee Representative on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement.itself 62
Appears in 1 contract
Samples: Supplemental Indenture (Altera Infrastructure L.P.)
