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

Actions Upon Breach; Specific Performance. If any Junior Lien Secured Party, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to the Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebuttable presumption and admission by such Junior Lien Secured Party that relief against such Junior Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Lien Secured Parties, it being understood and agreed by each Junior Lien Debt Representative, on behalf of itself and each Junior Lien Secured Party represented by it, that (i) the First Lien Secured Parties’ damages from actions of any Junior Lien Secured Party may at that time be difficult to ascertain and may be irreparable and (ii) each Junior Lien Secured Party waives any defense that the Borrower and the other Grantors and/or the 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 (on behalf of itself and each other Secured Party represented by it) of any right to seek damages from any Person in connection with any breach or alleged breach of this Agreement.

Actions Upon Breach; Specific Performance. If any Junior Lien Cash Flow Collateral Secured Party, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to the Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebuttable presumption and admission by such Junior Lien Cash Flow Collateral Secured Party that relief against such Junior Lien Cash Flow Collateral Secured Party by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Lien ABL Secured Parties, it being understood and agreed by each Junior Lien Debt the Cash Flow Collateral Representative, on behalf of itself and each Junior Lien Cash Flow Collateral Secured Party represented by itParty, that (i) the First Lien ABL Secured Parties’ damages from actions of any Junior Lien Cash Flow Collateral Secured Party may at that time be difficult to ascertain and may be irreparable and (ii) each Junior Lien Cash Flow Collateral Secured Party waives any defense that the Borrower and the other Grantors Credit Parties and/or the First Lien ABL Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages. If any ABL Secured Party, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to the Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebuttable presumption and admission by such ABL Secured Party that relief against such ABL Secured Party by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the Cash Flow Collateral Secured Parties, it being understood and agreed by the ABL Agent, on behalf of each ABL Secured Party, that (i) the Cash Flow Collateral Secured Parties’ damages from actions of any ABL Secured Party may at that time be difficult to ascertain and may be irreparable and (ii) each ABL Secured Party waives any defense that the Credit Parties and/or the Cash Flow Collateral Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Lien Debt Representatives Cash Flow Collateral Representative and/or ABL Agent may demand specific performance of this Agreement. Each Junior Lien Debt The Cash Flow Collateral Representative, on behalf of itself and each other Junior Lien Cash Flow Collateral Secured Party represented by itParty, 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 the ABL Agent or any other First Lien ABL 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 (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 represented by it) of any right to seek damages from any Person in connection with any breach or alleged breach of this AgreementParty.

Actions Upon Breach; Specific Performance. If any Junior Lien Secured Party, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to the Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebuttable presumption and admission by such Junior Lien Secured Party that relief against such Junior Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Lien Secured Parties, it being understood and agreed by each Junior Lien Debt Representative, on behalf of itself and each Junior Lien Secured Party represented by it, that (i) the First Lien Secured Parties’ damages from actions of any Junior Lien Secured Party may at that time be difficult to ascertain and may be irreparable and (ii) each Junior Lien Secured Party waives any defense that the Borrower Company and the other Grantors and/or the 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 (on behalf of itself and each other Secured Party represented by it) of any right to seek damages from any Person in connection with any breach or alleged breach of this Agreement.

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

Actions Upon Breach; Specific Performance. If any Junior Lien Secured Party, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to the Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebuttable presumption and admission by such Junior Lien Secured Party that relief against such Junior Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Priority Lien Secured Parties, it being understood and agreed by each Junior Lien Debt Representative, on behalf of itself and each Junior Lien Secured Party represented by it, that (i) the First Priority Lien Secured Parties’ damages from actions of any Junior Lien Secured Party may at that time be difficult to ascertain and may be irreparable and (ii) each Junior Lien Secured Party waives any defense that the Borrower Issuer and the other Grantors Guarantors and/or the First Priority Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Priority 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 Priority Lien Debt Representative or any other First Priority Lien Secured Party. No provision of this Agreement shall constitute or be deemed to constitute a waiver by any First Priority Lien Debt Representative or any Junior Lien Debt Representative (on behalf of itself and each other Secured Party represented by it) of any right to seek damages from any Person in connection with any breach or alleged breach of this Agreement.62

Actions Upon Breach; Specific Performance. (a) If any Junior Second Lien Secured Party, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to the Collateral (including including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebuttable presumption and admission by such Junior Second Lien Secured Party that relief against such Junior Second Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief 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 Junior the Second Lien Debt RepresentativeRepresentative and the Second Lien Collateral Agent, on behalf of itself and each Junior Second Lien Secured Party represented by it, that (i) the First Lien Secured Parties’ and the Third Lien Secured Parties’ damages from actions of any Junior Second Lien Secured Party may at that time be difficult to ascertain and may be irreparable and (ii) each Junior Second Lien Secured Party waives any defense that the Borrower and the other Grantors and/or the 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 Debt 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. Each Junior The Second Lien Debt RepresentativeRepresentative and the Second Lien Collateral Agent, on behalf of itself and each other Junior the Second Lien Secured Party 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 Debt Representative Representative, any First Lien Collateral Agent or any other First Lien Secured Party. No provision of this Agreement shall constitute Party or be deemed to constitute a waiver by any First Third Lien Debt Representative Representative, Third Lien Collateral Agent or any Junior other Third Lien Debt Representative (on behalf of itself and each other Secured Party represented by it) of any right to seek damages from any Person in connection with any breach or alleged breach of this AgreementParty.

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

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