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

Actions Upon Breach; Specific Performance. (a) Prior to the Discharge of First-Out Obligations, if any Second-Out 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 First-Out Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any First-Out Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor. (b) Prior to the Discharge of First-Out Obligations, should any Second-Out 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 First-Out Agent or any other First-Out 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 First-Out Agent, (A) may obtain relief against such Second-Out Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Second-Out Agent on behalf of each Second-Out Secured Party that (I) the First-Out Secured Parties' damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Second-Out Secured Party waives any defense that the Grantors and/or the First-Out 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.

Actions Upon Breach; Specific Performance. (a) Prior to the Discharge of First-Out Obligations, if any Second-Out 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 First-Out Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any First-Out Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.. 19560366.30 (b) Prior to the Discharge of First-Out Obligations, should any Second-Out 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 First-Out Agent or any other First-Out 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 First-Out Agent, (A) may obtain relief against such Second-Out Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Second-Out Agent on behalf of each Second-Out Secured Party that (I) the First-Out Secured Parties' damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Second-Out Secured Party waives any defense that the Grantors and/or the First-Out 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.

Actions Upon Breach; Specific Performance. (a) Prior to the Discharge of First-Out Revolver Obligations, if any Second-Out FLLO 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 First-Out Revolver Agent, may interpose as a defense or dilatory plea the making of this Agreement, and the Collateral Trustee and any First-Out Revolver Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor. (b) Prior to the Discharge of First-Out Revolver Obligations, should any Second-Out FLLO 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 First-Out Collateral Trustee, the Revolver Agent or any other First-Out 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 First-Out Revolver Agent, (A) may obtain relief against such Second-Out FLLO Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Second-Out each FLLO Agent on behalf of each Second-Out FLLO Secured Party that (I) the First-Out Revolver Secured Parties' ’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Second-Out FLLO Secured Party waives any defense that the Grantors and/or the First-Out 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.

Actions Upon Breach; Specific Performance. (a) Prior to the Discharge of First-Out Obligations, if any Second-Out Secured PartyIf EXXI, 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 First-Out Priority Lien Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any First-Out Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor. (b) Prior to the Discharge of First-Out Obligations, should any Second-Out Secured PartyShould EXXI, 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 First-Out Priority Lien Agent or any other First-Out 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 First-Out Priority Lien Agent, (Ai) may obtain relief against such Second-Out Secured Party EXXI by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Second-Out Agent on behalf of each Second-Out Secured Party EXXI that (Ix) the First-Out Priority Lien Secured Parties' ’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (IIy) each Second-Out Secured Party EXXI waives any defense that the Grantors and/or the First-Out Priority Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of 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.