Actions Upon Breach. (a) If any ABL Secured Party or Term Loan Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Loan Party or the Common Collateral, such Loan Party, with the prior written consent of the ABL Representative or the Term Loan Representative, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any ABL Secured Party or Term Loan Secured Party, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of such Loan Party. (b) Should any ABL Secured Party or Term Loan Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Common Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any ABL Secured Party or Term Loan Secured Party (in its own name or in the name of the relevant Loan Party), as applicable, may obtain relief against such ABL Secured Party or Term Loan Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the ABL Representative on behalf of each ABL Secured Party and the Term Loan Representative on behalf of each Term Loan Secured Party that (i) the ABL Secured Parties’ or Term Loan Secured Parties’, as applicable, damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Term Loan Secured Party or ABL Secured Party, as applicable, waives any defense that the Loan Parties and/or the Term Loan Secured Parties and/or ABL Secured Parties, as applicable, cannot demonstrate damage and/or be made whole by the awarding of damages.
Appears in 3 contracts
Samples: Senior Secured Credit Agreement (Lifetime Brands, Inc), Senior Secured Credit Agreement (Lifetime Brands, Inc), Second Lien Credit Agreement (Lifetime Brands, Inc)
Actions Upon Breach. (a) If any First Lien Term Loan Secured Party, any Second Lien Term Loan Secured Party, any ABL Secured Party or any Additional Term Loan Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Loan Party the Credit Parties or the Common Collateral, such Loan Partythe Credit Parties, with the prior written consent of the ABL Collateral Representative or the Term Loan Collateral Representative, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any ABL Secured Party, First Lien Term Loan Secured Party, Second Lien Term Loan Secured Party or Additional Term Loan Secured Party, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of such Loan Party.
(b) the Credit Parties. Should any ABL First Lien Term Loan Secured Party, any Second Lien Term Loan Secured Party or any Additional Term Loan Secured Party, contrary to this Agreement, in any way take, or attempt to or threaten to take take, any action with respect to the Common ABL Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any the ABL Secured Party or Term Loan Secured Party Agent (in its own name or in the name of the relevant Loan Party), as applicable, ABL Credit Parties) may obtain relief against such ABL Secured Party or First Lien Term Loan Secured Party, as applicable, Second Lien Term Loan Secured Party or Additional Term Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the ABL Representative First Lien Term Loan Agent, Second Lien Term Loan Agent or Additional Term Agent, for and on behalf of itself and each ABL Secured Party and the Term Loan Representative on behalf of each Term Loan Secured Party represented thereby, that (i) the ABL Secured Parties’ or Term Loan Secured Parties’, as applicable, damages from its such actions may at that time be difficult to ascertain and may be irreparable, and (ii) each First Lien Term Loan Agent, Second Lien Term Loan Agent or Additional Term Agent, for and on behalf of itself and each Secured Party or ABL Secured Party, as applicablerepresented thereby, waives any defense that the ABL Secured Parties cannot demonstrate damage or be made whole by the awarding of damages. Should any ABL Secured Party, contrary to this Agreement, in any way take, or attempt or threaten to take, any action with respect to the Term Loan Priority Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, the First Lien Term Loan Agent, Second Lien Term Loan Agent or Additional Term Agent (in its own name or in the name of the First Lien Term Loan Credit Parties or Second Lien Term Loan Credit Parties, as applicable) may obtain relief against such ABL Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the ABL Agent, for and on behalf of itself and each ABL Secured Party, that the First Lien Term Loan Secured Parties’, Second Lien Term Loan Secured Parties’ or Additional Term Secured Parties’ damages, as applicable, from such actions may be difficult to ascertain and may be irreparable, and the ABL Agent, for and on behalf of itself and the ABL Secured Parties, waives any defense that the First Lien Term Loan Secured Parties, Second Lien Term Loan Secured Parties and/or ABL or Additional Term Secured Parties, as applicable, cannot demonstrate damage and/or or be made whole by the awarding of damages.
Appears in 3 contracts
Samples: First Lien Credit Agreement (Us LBM Holdings, Inc.), Intercreditor Agreement (Us LBM Holdings, Inc.), Second Lien Credit Agreement (Us LBM Holdings, Inc.)
Actions Upon Breach. (a) If any ABL Secured Party or any Term Loan Debt Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Loan Party Grantor or the Common Collateral, such Loan PartyGrantor, with the prior written consent of the ABL Representative Agent or the Term Loan RepresentativeNote Purchaser, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any ABL Secured Party or Term Loan Debt Secured Party, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of such Loan PartyGrantor.
(b) Should any ABL Secured Party or Term Loan Debt Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Common Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any ABL Secured Party or any Term Loan Debt Secured Party (in its own name or in the name of the relevant Loan PartyGrantor), as applicable, may obtain relief against such ABL Secured Party or Term Loan Debt Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the ABL Representative Agent on behalf of each ABL Secured Party and the Term Loan Representative Note Purchaser on behalf of each Term Loan Debt Secured Party that (i) the ABL Secured Parties’ or Term Loan Debt Secured Parties’, as applicable, damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Term Loan Debt Secured Party or each ABL Secured Party, as applicable, waives any defense that the Loan Parties Grantors and/or the Term Loan Debt Secured Parties and/or ABL Secured Parties, as applicable, cannot demonstrate damage and/or be made whole by the awarding of damages.
Appears in 2 contracts
Samples: Intercreditor Agreement, Intercreditor Agreement (Staffing 360 Solutions, Inc.)
Actions Upon Breach. (a) If any ABL Secured Party or Term Loan Note Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Loan Party or the Common Collateral, such Loan Party, with the prior written consent of the ABL Representative or the Term Loan Note Representative, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any ABL Secured Party or Term Loan Note Secured Party, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of such Loan Party.
(b) Should any ABL Secured Party or Term Loan Note Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Common Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any ABL Secured Party or Term Loan Note Secured Party (in its own name or in the name of the relevant Loan Party), as applicable, or the relevant Loan Party, may obtain relief against such ABL Secured Party or Term Loan Note Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the ABL Representative on behalf of each ABL Secured Party and the Term Loan Note Representative on behalf of each Term Loan Note Secured Party that (i) the ABL Secured Parties’ or Term Loan Note Secured Parties’, as applicable, damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Term Loan Note Secured Party or ABL Secured Party, as applicable, waives any defense that the Loan Parties and/or the Term Loan Note Secured Parties and/or ABL Secured Parties, as applicable, cannot demonstrate damage and/or be made whole by the awarding of damages.
Appears in 2 contracts
Samples: Intercreditor Agreement (Easton-Bell Sports, Inc.), Indenture (Easton-Bell Sports, Inc.)
Actions Upon Breach. (a) If any ABL Term Facility Secured Party or Term Loan Revolving Facility Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Loan Party or the Common Collateral, such Loan Party, with the prior written consent of the ABL Representative Revolving Facility Agent or the Term Loan RepresentativeFacility Agent, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any ABL Revolving Facility Secured Party or Term Loan Facility Secured Party, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of such Loan Party.
(b) Should any ABL Secured Party or Term Loan Facility Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Common Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any ABL Secured Party or Term Loan Revolving Facility Secured Party (in its own name or in the name of the relevant Loan Party), as applicable, ) or the relevant Loan Party may obtain relief against such ABL Secured Party or Term Loan Facility Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the ABL Representative on behalf of each ABL Secured Party and the Term Loan Representative Facility Agent on behalf of each Term Loan Facility Secured Party that (i) the ABL Revolving Facility Secured Parties’ or Term Loan Secured Parties’, as applicable, damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Term Loan Facility Secured Party or ABL Secured Party, as applicable, waives any defense that the Loan Parties and/or the Term Loan Revolving Facility Secured Parties and/or ABL Secured Parties, as applicable, cannot demonstrate damage and/or be made whole by the awarding of damages.
(c) Should any Revolving Facility Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Common Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any Term Facility Secured Party (in its own name or in the name of the relevant Loan Party) or the relevant Loan Party may obtain relief against such Revolving Facility Secured Party, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Revolving Facility Agent on behalf of each Revolving Facility Secured Party that (i) the Term Facility Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Revolving Facility Secured Party waives any defense that the Loan Parties and/or the Term Facility Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages.
Appears in 2 contracts
Samples: Revolving Facility Credit Agreement (Fender Musical Instruments Corp), Term Facility Credit Agreement (Fender Musical Instruments Corp)
Actions Upon Breach. (a) If any ABL Secured Party or Term Loan Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Loan Party or the Common Collateral, such Loan Party, with the prior written consent of the ABL Representative or the Term Loan Representative, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any ABL Secured Party or Term Loan Secured Party, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of such Loan Party.
(b) Should any ABL Secured Party or Term Loan Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Common Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any ABL Secured Party or Term Loan Secured Party (in its own name or in the name of the relevant Loan Party), as applicable, or the relevant Loan Party, may obtain relief against such ABL Secured Party or Term Loan Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the ABL Representative on behalf of each ABL Secured Party and the Term Loan Representative on behalf of each Term Loan Secured Party that (i) the ABL Secured Parties’ or Term Loan Secured Parties’, as applicable, damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Term Loan Secured Party or ABL Secured Party, as applicable, waives any defense that the Loan Parties and/or the Term Loan Secured Parties and/or ABL Secured Parties, as applicable, cannot demonstrate damage and/or be made whole by the awarding of damages.
Appears in 2 contracts
Samples: Intercreditor Agreement (Solaris Energy Infrastructure, Inc.), Intercreditor Agreement (Franchise Group, Inc.)
Actions Upon Breach. (a) If any ABL Secured Party or Term Loan Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Loan Party or the Common Collateral, such Loan Party, with the prior written consent of the ABL Representative or the Term Loan Representative, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any ABL Secured Party or Term Loan Secured Party, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of such Loan Party.
(b) Should any ABL Secured Party or Term Loan Indenture Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Common ABL Priority Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any ABL Secured Party or Term Loan Secured Party (in its own name or in the name of the relevant Loan Party), as applicable, Grantor) may obtain relief against such ABL Secured Party or Term Loan Indenture Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the ABL Representative Indenture Agent on behalf of each ABL Secured Party and the Term Loan Representative on behalf of each Term Loan Indenture Secured Party that (i) the ABL Secured Parties’ or Term Loan Secured Parties’, as applicable, damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Term Loan Indenture Secured Party or ABL Secured Party, as applicable, waives any defense that the Loan Debtor Parties and/or the Term Loan ABL Secured Parties and/or ABL Secured Parties, as applicable, cannot demonstrate damage and/or be made whole by the awarding of damages.
(b) Should any ABL Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Indenture Priority Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any Indenture Secured Party (in its own name or in the name of the relevant Grantor) may obtain relief against such ABL Secured Party, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the ABL Agent, on behalf of each ABL Secured Party, that (i) the Indenture Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each ABL Secured Party waives any defense that the Debtor Parties and/or the Indenture Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages.
Appears in 2 contracts
Samples: Indenture (CPM Holdings, Inc.), Intercreditor Agreement (CPM Holdings, Inc.)
Actions Upon Breach. (a) If any ABL Term Loan Secured Party or Term Loan ABL Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Loan Party or the Common Collateral, such Loan Party, with the prior written consent of the ABL Representative Agent or the Term Loan RepresentativeAgent, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any ABL Secured Party or Term Loan Secured Party, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of such Loan Party.
(b) Should any ABL Secured Party or Term Loan Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Common Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any ABL Secured Party or Term Loan Secured Party (in its own name or in the name of the relevant Loan Party), as applicable, ) or the relevant Loan Party may obtain relief against such ABL Secured Party or Term Loan Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the ABL Representative on behalf of each ABL Secured Party and the Term Loan Representative Agent on behalf of each Term Loan Secured Party that (i) the ABL Secured Parties’ or Term Loan Secured Parties’, as applicable, damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Term Loan Secured Party or ABL Secured Party, as applicable, waives any defense that the Loan Parties and/or the Term Loan ABL Secured Parties and/or ABL Secured Parties, as applicable, cannot demonstrate damage and/or be made whole by the awarding of damages.
(c) Should any ABL Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Common Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any Term Loan Secured Party (in its own name or in the name of the relevant Loan Party) or the relevant Loan Party may obtain relief against such ABL Secured Party, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the ABL Agent on behalf of each ABL Secured Party that (i) the Term Loan Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each ABL Secured Party waives any defense that the Loan Parties and/or the Term Loan Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages.
Appears in 2 contracts
Samples: Revolving Loan Credit Agreement (CDW Finance Corp), Term Loan Agreement (CDW Corp)
Actions Upon Breach. (a) If any ABL Secured Party or Term Loan Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Loan Party or the Common Collateral, such Loan Party, with the prior written consent of the ABL Representative or the Term Loan Representative, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any ABL Secured Party or Term Loan Secured Party, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of such Loan Party.
(b) Should any ABL Secured Party or Term Loan Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Common Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any ABL Secured Party or Term Loan Secured Party (in its own name or in the name of the relevant Loan Party), as applicable, or the relevant Loan Party, may obtain relief against such ABL Secured Party or Term Loan Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the ABL Representative on behalf of each ABL Secured Party and the Term Loan Representative on behalf of each Term Loan Secured Party that (i) the ABL Secured Parties’ or Term Loan Secured Parties’, as applicable, damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Term Loan Secured Party or ABL Secured Party, as applicable, waives any defense that the Loan Parties and/or the Term Loan Secured Parties and/or ABL Secured Parties, as applicable, cannot demonstrate damage and/or be made whole by the awarding of damages.
Appears in 2 contracts
Samples: Intercreditor Agreement (SMG Industries Inc.), Intercreditor Agreement (Winnebago Industries Inc)
Actions Upon Breach. (a) If any ABL Working Capital Secured Party or Term Loan Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Loan Party or the Common Collateral, such Loan Party, with the prior written consent of the ABL Working Capital Representative or the Term Loan Representative, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any ABL Working Capital Secured Party or Term Loan Secured Party, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of such Loan Party.
(b) Should any ABL Working Capital Secured Party or Term Loan Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Common Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any ABL Working Capital Secured Party or Term Loan Secured Party (in its own name or in the name of the relevant Loan Party), as applicable, may obtain relief against such ABL Working Capital Secured Party or Term Loan Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the ABL Working Capital Representative on behalf of each ABL Working Capital Secured Party and the Term Loan Representative on behalf of each Term Loan Secured Party that (i) the ABL Working Capital Secured Parties’ or Term Loan Secured Parties’, as applicable, damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Term Loan Secured Party or ABL Working Capital Secured Party, as applicable, waives any defense that the Loan Parties and/or the Term Loan Secured Parties and/or ABL Working Capital Secured Parties, as applicable, cannot demonstrate damage and/or be made whole by the awarding of damages.
Appears in 2 contracts
Samples: Intercreditor Agreement, Intercreditor Agreement (Stereotaxis, Inc.)
Actions Upon Breach. (a) If any ABL Secured Party or [Term Loan Loan] Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Loan Party or the Common Collateral, such Loan Party, with the prior written consent of the ABL Representative or the [Term Loan Loan] Representative, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any ABL Secured Party or [Term Loan Loan] Secured Party, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of such Loan Party.
(b) Should any ABL Secured Party or [Term Loan Loan] Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Common Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any ABL Secured Party or [Term Loan Loan] Secured Party (in its own name or in the name of the relevant Loan Party), as applicable, or the relevant Loan Party, may obtain relief against such ABL Secured Party or [Term Loan Loan] Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the ABL Representative on behalf of each ABL Secured Party and the [Term Loan Loan] Representative on behalf of each [Term Loan Loan] Secured Party that (i) the ABL Secured Parties’ or [Term Loan Loan] Secured Parties’, as applicable, damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each [Term Loan Loan] Secured Party or ABL Secured Party, as applicable, waives any defense that the Loan Parties and/or the [Term Loan Loan] Secured Parties and/or ABL Secured Parties, as applicable, cannot demonstrate damage and/or be made whole by the awarding of damages.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (TimkenSteel Corp)
Actions Upon Breach. (a) If any ABL Secured Party or Term Loan Fixed Asset Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Loan Party or the Common Collateral, such Loan Party, with the prior written consent of the ABL Representative or the Term Loan RepresentativeCollateral Trustee, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any ABL Secured Party or Term Loan Fixed Asset Secured Party, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of such Loan Party.
(b) Should any ABL Secured Party or Term Loan Fixed Asset Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Common Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any ABL Secured Party or Term Loan Fixed Asset Secured Party (in its own name or in the name of the relevant Loan Party), as applicable, or the relevant Loan Party, may obtain relief against such ABL Secured Party or Term Loan Fixed Asset Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the ABL Representative on behalf of each ABL Secured Party and the Term Loan Fixed Asset Representative on behalf of each Term Loan Fixed Asset Secured Party that is represents that (i) the ABL Secured Parties’ or Term Loan Fixed Asset Secured Parties’, as applicable, damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Term Loan Fixed Asset Secured Party or ABL Secured Party, as applicable, waives any defense that the Loan Parties and/or the Term Loan Fixed Asset Secured Parties and/or ABL Secured Parties, as applicable, cannot demonstrate damage and/or be made whole by the awarding of damages.
Appears in 1 contract
Actions Upon Breach. (a) If any ABL Secured Party or Term Loan Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Loan Party or the Common Collateral, such Loan Party, with the prior written consent of the ABL Representative or the Term Loan Representative, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any ABL Secured Party or Term Loan Secured Party, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of such Loan Party.
(b) Should any ABL Secured Party or Term Loan Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Common Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any ABL Secured Party or Term Loan Secured Party (in its own name or in the name of the relevant Loan Party), as applicable, or the relevant Loan Party, may obtain relief against such ABL Secured Party or Term Loan Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the ABL Representative on behalf of each ABL Secured Party and the Term Loan Representative on behalf of each Term Loan Secured Party that (i) the ABL Secured Parties’ ' or Term Loan Secured Parties’', as applicable, damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Term Loan Secured Party or ABL Secured Party, as applicable, waives any defense that the Loan Parties and/or the Term Loan Secured Parties and/or ABL Secured Parties, as applicable, cannot demonstrate damage and/or be made whole by the awarding of damages.
Appears in 1 contract
Samples: Intercreditor Agreement (Global Brass & Copper Holdings, Inc.)
Actions Upon Breach. (a) If any ABL Secured Party or Term Loan Second-Priority Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Loan Party Grantor or the Common Collateral, such Loan PartyGrantor, with the prior written consent of the ABL Representative or the Term Loan First-Priority Representative, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any ABL First-Priority Secured Party or Term Loan Secured Party, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of such Loan PartyGrantor.
(b) Should any ABL Secured Party or Term Loan Second-Priority Secured Party, contrary to this Agreement, in any way take, attempt to take or threaten to take any action with respect to the Common Collateral (including, without limitation, 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, any ABL this Agreement shall create an irrebuttable presumption and admission by such Second-Priority Secured Party or Term Loan that any First-Priority Secured Party (in its own name or in the name of the relevant Loan Party), as applicable, Grantor) or the relevant Grantor may obtain relief against such ABL Second-Priority Secured Party or Term Loan Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the ABL Second-Priority Representative on behalf of each ABL Secured Party and the Term Loan Representative on behalf of each Term Loan Second-Priority Secured Party that (i) the ABL First-Priority Secured Parties’ or Term Loan Secured Parties’, as applicable, damages from its such actions of any Second-Priority Secured Party may at that time be difficult to ascertain and may be irreparable, irreparable and the harm to the First-Priority Secured Parties may not be adequately compensated in damages and (ii) each Term Loan Second-Priority Secured Party or ABL Secured Party, as applicable, waives any defense that the Loan Parties Grantors and/or the Term Loan First-Priority Secured Parties and/or ABL Secured Parties, as applicable, cannot demonstrate damage and/or be made whole by the awarding of damages.
Appears in 1 contract
Actions Upon Breach. (a) If any ABL Secured Party or Term Loan Notes Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Loan Party or the Common Collateral, such Loan Party, with the prior written consent of the ABL Representative or the Term Loan Notes Representative, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any ABL Secured Party or Term Loan Notes Secured Party, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of such Loan Party.
(b) Should any ABL Secured Party or Term Loan Notes Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Common Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any ABL Secured Party or Term Loan Notes Secured Party (in its own name or in the name of the relevant Loan Party), as applicable, or the relevant Loan Party, may obtain relief against such ABL Secured Party or Term Loan Notes Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the ABL Representative on behalf of each ABL Secured Party and the Term Loan Notes Representative on behalf of each Term Loan Notes Secured Party that (i) the ABL Secured Parties’ or Term Loan Notes Secured Parties’, as applicable, damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Term Loan Notes Secured Party or ABL Secured Party, as applicable, waives any defense that the Loan Parties and/or the Term Loan Notes Secured Parties and/or ABL Secured Parties, as applicable, cannot demonstrate damage and/or be made whole by the awarding of damages.
Appears in 1 contract
Actions Upon Breach. (a) If any ABL Secured Party or Term Loan Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Loan Party or the Common Collateral, such Loan Party, with the prior written consent of the ABL Representative or the Term Loan Representative, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any ABL Secured Party or Term Loan Secured Party, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of such Loan Party.
(b) Should any ABL Secured Party or Term Loan Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Common Collateral (including, without limitation, including any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any ABL Secured Party or Term Loan Secured Party (in its own name or in the name of the relevant Loan Party), as applicable, may obtain relief against such ABL Secured Party or Term Loan Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the ABL Representative on behalf of each ABL Secured Party and the Term Loan Representative on behalf of each Term Loan Secured Party that (i) the ABL Secured Parties’ or Term Loan Secured Parties’, as applicable, damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Term Loan Secured Party or ABL Secured Party, as applicable, waives any defense that the Loan Parties and/or the Term Loan Secured Parties and/or ABL Secured Parties, as applicable, cannot demonstrate damage and/or be made whole by the awarding of damages.
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Actions Upon Breach. (a) If any ABL Secured Party or Term Loan First Lien Junior Priority Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Loan Party or the Common Collateral, such Loan Party, with the prior written consent of the ABL Representative or the Term Loan First Priority Secured Representative, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any ABL First Lien Senior Priority Secured Party or Term Loan Secured Party, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of such Loan Party.
(b) Should any ABL Secured Party or Term Loan First Lien Junior Priority Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Common Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any ABL Secured Party or Term Loan First Lien Senior Priority Secured Party (in its own name or in the name of the relevant Loan Party), as applicable, ) or the relevant Loan Party may obtain relief against such ABL First Lien Junior Priority Secured Party or Term Loan Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the ABL First Lien Junior Priority Representative on behalf of each ABL Secured Party and the Term Loan Representative on behalf of each Term Loan First Lien Junior Priority Secured Party that (i) the ABL First Lien Senior Priority Secured Parties’ or Term Loan Secured Parties’, as applicable, damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Term Loan First Lien Junior Priority Secured Party or ABL Secured Party, as applicable, waives any defense that the Loan Parties and/or the Term Loan First Lien Senior Priority Secured Parties and/or ABL Secured Parties, as applicable, cannot demonstrate damage and/or be made whole by the awarding of damages.
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Actions Upon Breach. (a) If the ABL Lender or any ABL Secured Party or Term Loan Indenture Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Loan Party or the Common Collateral, such Loan Party, with the prior written consent of the ABL Representative Lender or the Term Loan RepresentativeNoteholder Agent, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and the ABL Lender or any ABL Secured Party or Term Loan Indenture Secured Party, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of such Loan Party.
(b) Should the ABL Lender or any ABL Secured Party or Term Loan Indenture Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Common Collateral (including, without limitation, including any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, the ABL Lender or any ABL Secured Party or Term Loan Indenture Secured Party (in its own name or in the name of the relevant Loan Party), as applicable, or the relevant Loan Party, may obtain relief against the ABL Lender or such ABL Secured Party or Term Loan Indenture Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the ABL Representative Lender and the Noteholder Agent on behalf of each ABL Secured Party and the Term Loan Representative on behalf of each Term Loan Indenture Secured Party that (i) the ABL Secured Parties’ Lender’s or Term Loan Indenture Secured Parties’, as applicable, damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Term Loan Indenture Secured Party or the ABL Secured PartyLender, as applicable, waives any defense that the Loan Parties and/or the Term Loan Indenture Secured Parties and/or the ABL Secured PartiesLender, as applicable, cannot demonstrate damage and/or be made whole by the awarding of damages.
Appears in 1 contract
Samples: Intercreditor Agreement (SAExploration Holdings, Inc.)
Actions Upon Breach. (a) If any ABL Secured Party or Term Loan Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Loan Party Grantor or the Common Collateral, such Loan PartyGrantor, with the prior written consent of the ABL Representative or the Term Loan Representative, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any ABL Secured Party or Term Loan Secured Party, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of such Loan PartyGrantor.
(b) Should any ABL Secured Party or Term Loan Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Common Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any ABL Secured Party or Term Loan Secured Party (in its own name or in the name of the relevant Loan PartyGrantor), as applicable, may obtain relief against such ABL Secured Party or Term Loan Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the ABL Representative on behalf of each ABL Secured Party and the Term Loan Representative on behalf of each Term Loan Secured Party that (i) the ABL Secured Parties’ or Term Loan Secured Parties’, as applicable, damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Term Loan Secured Party or ABL Secured Party, as applicable, waives any defense that the Loan Parties Grantors and/or the Term Loan Secured Parties and/or ABL Secured Parties, as applicable, cannot demonstrate damage and/or be made whole by the awarding of damages.
Appears in 1 contract
Samples: Intercreditor Agreement (Basic Energy Services Inc)
Actions Upon Breach. (a) If any ABL Secured Party or Term Loan Debt Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Loan Party or the Common Collateral, such Loan Party, with the prior written consent of the ABL Representative or the Term Loan Debt Representative, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any ABL Secured Party or Term Loan Debt Secured Party, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of such Loan Party.
(b) Should any ABL Secured Party or Term Loan Debt Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Common Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any ABL Secured Party or Term Loan Debt Secured Party (in its own name or in the name of the relevant Loan Party), as applicable, or the relevant Loan Party, may obtain relief against such ABL Secured Party or Term Loan Debt Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the ABL Representative on behalf of each ABL Secured Party and the Term Loan Debt Representative on behalf of each Term Loan Debt Secured Party that (i) the ABL Secured Parties’ or Term Loan Debt Secured Parties’, as applicable, damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Term Loan Debt Secured Party or ABL Secured Party, as applicable, waives any defense that the Loan Parties and/or the Term Loan Debt Secured Parties and/or ABL Secured Parties, as applicable, cannot demonstrate damage and/or be made whole by the awarding of damages.
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Actions Upon Breach. (a) If any ABL Secured Party or Term Loan Note and Specified Hedge Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Loan Party or the Common Collateral, such Loan Party, with the prior written consent of the ABL Representative or the Term Loan Note and Specified Hedge Representative, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any ABL Secured Party or Term Loan Note and Specified Hedge Secured Party, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of such Loan Party.
(b) Should any ABL Secured Party or Term Loan Note and Specified Hedge Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Common Collateral (including, without limitation, including any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any ABL Secured Party or Term Loan Note and Specified Hedge Secured Party (in its own name or in the name of the relevant Loan Party), as applicable, may obtain relief against such ABL Secured Party or Term Loan Note and Specified Hedge Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the ABL Representative on behalf of each ABL Secured Party and the Term Loan Note and Specified Hedge Representative on behalf of each Term Loan Note and Specified Hedge Secured Party that (i) the ABL Secured Parties’ or Term Loan Note and Specified Hedge Secured Parties’, as applicable, damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Term Loan Note and Specified Hedge Secured Party or ABL Secured Party, as applicable, waives any defense that the Loan Parties and/or the Term Loan Note and Specified Hedge Secured Parties and/or ABL Secured Parties, as applicable, cannot demonstrate damage and/or be made whole by the awarding of damages.
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Actions Upon Breach. (a1) If Until the ABL Obligations Payment Date has occurred, if any ABL Term Credit Secured Party or Term Loan Secured Notes Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Loan Credit Party or the Common with respect to any ABL Priority Collateral, such Loan Party, with the prior written consent of or against the ABL Representative or Priority Collateral, the Term Loan Representativerelevant Credit Party may, as applicablein respect of such ABL Priority Collateral, may interpose as a defense or dilatory plea defence the making of this Agreement, and any the ABL Secured Party or Term Loan Secured PartyAgent may, as applicablein respect of such ABL Priority Collateral, may intervene and interpose such defense or plea defence in its or their name or in the name of such Loan the relevant Credit Party.
(b) Should . Until the ABL Obligations Payment Date has occurred, should any ABL Term Credit Secured Party or Term Loan Secured Notes Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Common ABL Priority Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any the ABL Secured Party or Term Loan Secured Party Agent (in its own name or in the name of the relevant Loan Credit Party) may obtain relief against such Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Term Agent and the Secured Notes Trustees that (i) the ABL Agent’s damages from its actions may at that time be difficult to ascertain and may be irreparable and may not be adequately compensated in damages, and (ii) each Term Credit Secured Party and Secured Notes Secured Party waives any defence that the Credit Parties and/or the ABL Agent cannot demonstrate damage and/or be made whole by the awarding of damages; provided, however, that in such circumstances, in no event shall any Term Credit Secured Party or Secured Notes Secured Party be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if it has been advised of the likelihood of such loss or damage and regardless of the form of action.
(2) Provided the ABL Obligations Payment Date has occurred and until the Term Credit Obligations Payment Date has occurred, if any Secured Notes Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Credit Party with respect to any ABL Priority Collateral, or against the ABL Priority Collateral, the relevant Credit Party may, in respect of such ABL Priority Collateral, interpose as a defence the making of this Agreement, and the Term Agent may, in respect of such ABL Priority Collateral, intervene and interpose such defence in its name or in the name of the relevant Credit Party. Provided the ABL Obligations Payment Date has occurred and until the Term Credit Obligations Payment Date has occurred, should any Secured Notes Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the ABL Priority Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, the Term Agent (in its own name or in the name of the relevant Credit Party) may obtain relief against such Secured Notes Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Secured Notes Trustees that (i) the Term Agent’s damages from its actions may at that time be difficult to ascertain and may be irreparable and may not be adequately compensated in damages, and (ii) each Secured Notes Secured Party waives any defence that the Credit Parties and/or the Term Agent cannot demonstrate damage and/or be made whole by the awarding of damages; provided, however, that in such circumstances, in no event shall any Secured Notes Secured Party be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if it has been advised of the likelihood of such loss or damage and regardless of the form of action.
(3) Until the Term Credit Obligations Payment Date has occurred, if any ABL Secured Party or Secured Notes Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Credit Party with respect to any Term Priority Collateral, or against the Term Priority Collateral, the relevant Credit Party may, in respect of such Term Priority Collateral, interpose as applicablea defence the making of this Agreement, and the Term Agent may, in respect of such Term Priority Collateral, intervene and interpose such defence in its name or in the name of the relevant Credit Party. Until the Term Credit Obligations Payment Date has occurred, should any ABL Secured Party or Secured Notes Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Term Priority Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, the Term Agent (in its own name or in the name of the relevant Credit Party) may obtain relief against such Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the ABL Agent and the Secured Notes Trustees that (i) the Term Agent’s damages from its actions may at that time be difficult to ascertain and may be irreparable and may not be adequately compensated in damages, and (ii) each ABL Secured Party and Secured Notes Secured Party waives any defence that the Credit Parties and/or the Term Agent cannot demonstrate damage and/or be made whole by the awarding of damages; provided, however, that in such circumstances, in no event shall any ABL Secured Party or Secured Notes Secured Party be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if it has been advised of the likelihood of such loss or damage and regardless of the form of action.
(4) Provided the Term Credit Obligations Payment Date has occurred and until the ABL Obligations Payment Date has occurred, if any Secured Notes Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Credit Party with respect to any Term Priority Collateral, or against the Term Priority Collateral, the relevant Credit Party may, in respect of such Term Priority Collateral, interpose as a defence the making of this Agreement, and the ABL Agent may, in respect of such Term Priority Collateral, intervene and interpose such defence in its name or in the name of the relevant Credit Party. Provided the Term Credit Obligations Payment Date has occurred and until the ABL Obligations Payment Date has occurred, should any Secured Notes Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Term Priority Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, the ABL Agent (in its own name or in the name of the relevant Credit Party) may obtain relief against such Secured Notes Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the Secured Notes Trustees that (i) the damages of the ABL Agent from its actions may at that time be difficult to ascertain and may be irreparable and may not be adequately compensated in damages, and (ii) each Secured Notes Secured Party waives any defence that the Credit Parties and/or the ABL Agent cannot demonstrate damage and/or be made whole by the awarding of damages; provided, however, that in such circumstances, in no event shall any Secured Notes Secured Party be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if it has been advised of the likelihood of such loss or damage and regardless of the form of action.
(5) Until the Secured Notes Obligations Payment Date has occurred, if any ABL Secured Party (until the ABL Obligations Payment Date has occurred) and/or any Term Credit Secured Party (until the Term Credit Obligations Payment Date has occurred), contrary to this Agreement, commences or participates in any action or proceeding against any Credit Party with respect to any ABL Priority Collateral or any Term Priority Collateral, or against the ABL Priority Collateral or the Term Priority Collateral, the relevant Credit Party may, in respect of such ABL Priority Collateral or Term Priority Collateral, as the case may be, interpose as a defence the making of this Agreement, and the Secured Notes Trustees may, in respect of such ABL Priority Collateral or Term Priority Collateral, as the case may be, intervene and interpose such defence in its name or in the name of the relevant Credit Party. Until the Secured Notes Obligations Payment Date has occurred, if any ABL Secured Party (until the ABL Obligations Payment Date has occurred) and/or any Term Credit Secured Party (until the Term Credit Obligations Payment Date has occurred) should, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the ABL Priority Collateral or Term Priority Collateral, as the case may be, (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, the Secured Notes Trustees (in their own names or in the name of the relevant Credit Party) may obtain relief against such ABL Secured Party or Term Loan Credit Secured Party, as applicablethe case may be, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the ABL Representative on behalf of each ABL Secured Party Agent and the Term Loan Representative on behalf of each Term Loan Secured Party Agent that (i) the ABL damages of the Secured Parties’ or Term Loan Secured Parties’, as applicable, damages Notes Trustees from its their actions may at that time be difficult to ascertain and may be irreparableirreparable and may not be adequately compensated in damages, and (ii) each Term Loan ABL Secured Party or ABL and Term Credit Secured Party, as applicable, Party waives any defense defence that the Loan Credit Parties and/or the Term Loan Secured Parties and/or ABL Secured Parties, as applicable, Notes Trustees cannot demonstrate damage and/or be made whole by the awarding of damages; provided, however, that in such circumstances, in no event shall any ABL Secured Party or Term Credit Secured Party be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if it has been advised of the likelihood of such loss or damage and regardless of the form of action.
Appears in 1 contract
Samples: Inter Creditor Agreement
Actions Upon Breach. (a) If any ABL Senior Debt Secured Party or Term Loan Secured Partythe Purchaser, contrary to this Agreement, commences or participates in any action or proceeding against any Loan Party the Vendor or the Common Collateral, such Loan Partythe Vendor, with the prior written consent of the ABL Senior Debt Representative or the Term Loan RepresentativePurchaser, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any ABL Senior Debt Secured Party or Term Loan Secured Partythe Purchaser, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of such Loan Borrower Party.
(b) Should any ABL Senior Debt Secured Party or Term Loan Secured Partythe Purchaser, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Common Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any ABL Senior Debt Secured Party or Term Loan Secured Party the Purchaser (in its own name or in the name of the relevant Loan Borrower Party), as applicable, or the relevant Borrower Party, may obtain relief against such ABL Senior Debt Secured Party or Term Loan Secured Partythe Purchaser, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the ABL Senior Debt Representative on behalf of each ABL Senior Debt Secured Party and the Term Loan Representative on behalf of each Term Loan Secured Party Purchaser that (i) the ABL Senior Debt Secured Parties’ or Term Loan Secured PartiesPurchasers’, as applicable, damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Term Loan Secured Party the Purchaser or ABL Senior Debt Secured Party, as applicable, waives any defense that the Loan Parties Vendor and/or the Term Loan Secured Parties Purchaser and/or ABL Senior Debt Secured Parties, as applicable, cannot demonstrate damage and/or be made whole by the awarding of damages.
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Actions Upon Breach. (a) If any ABL Secured Party or Term Loan Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Loan Party or the Common Collateral, such Loan Party, with the prior written consent of the ABL Representative or the Term Loan Representative, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any ABL Secured Party or Term Loan Secured Party, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of such Loan Party.
(b) Should any ABL Secured Party or Term Loan Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Common Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any ABL Secured Party or Term Loan Secured Party (in its own name or in the name of the relevant Loan Party), as applicable, or the relevant Loan Party, may obtain relief against such ABL Secured Party or Term Loan Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the ABL Representative on behalf of each ABL Secured Party and the Term Loan Representative on behalf of each Term Loan Secured Party that (i) the ABL Secured Parties’ ' or Term Loan Secured Parties’', as applicable, damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Term Loan Secured Party or ABL Secured Party, as applicable, waives any defense that the Loan Parties and/or the Term Loan Secured Parties and/or ABL Secured Parties, as applicable, cannot demonstrate damage and/or be made whole by the awarding of damages.
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Actions Upon Breach. (a) If any ABL Secured Party or Term Loan Non-ABL Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Loan Party or the Common Collateral, such Loan Party, with the prior written consent of the ABL Representative or the Term Loan Non-ABL Representative, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any ABL Secured Party or Term Loan Non-ABL Secured Party, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of such Loan Party.
(b) Should any ABL Secured Party or Term Loan Non-ABL Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Common Collateral (including, without limitation, including any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any ABL Secured Party or Term Loan Non-ABL Secured Party (in its own name or in the name of the relevant Loan Party), as applicable, or the relevant Loan Party, may obtain relief against such ABL Secured Party or Term Loan Non-ABL Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the ABL Representative on behalf of each ABL Secured Party and the Term Loan Non-ABL Representative on behalf of each Term Loan Non-ABL Secured Party that (i) the ABL Secured Parties’ or Term Loan Non-ABL Secured Parties’, as applicable, damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Term Loan Non-ABL Secured Party or ABL Secured Party, as applicable, waives any defense that the Loan Parties and/or the Term Loan Non-ABL Secured Parties and/or ABL Secured Parties, as applicable, cannot demonstrate damage and/or be made whole by the awarding of damages.
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Actions Upon Breach. (a) If any [Term Loan] Secured Party, any ABL Secured Party or Term Loan any Additional [Term] Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Loan Party the Credit Parties or the Common Collateral, such Loan Partythe Credit Parties, with the prior written consent of the ABL Collateral Representative or the [Term Loan Loan] Collateral Representative, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any ABL Secured Party, [Term Loan] Secured Party or Term Loan Additional [Term] Secured Party, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of such Loan Party.
(b) the Credit Parties. Should any ABL [Term Loan] Secured Party or Term Loan any Additional [Term] Secured Party, contrary to this Agreement, in any way take, or attempt to or threaten to take take, any action with respect to the Common ABL Priority Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any the ABL Secured Party or Term Loan Secured Party Agent (in its own name or in the name of the relevant Loan Party), as applicable, ABL Secured Parties) may obtain relief against such ABL [Term Loan] Secured Party or Term Loan Additional [Term] Secured Party, as applicable, Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the ABL Representative [Term Loan] Agent or Additional [Term] Agent, for and on behalf of itself and each ABL Secured Party and the Term Loan Representative on behalf of each Term Loan Secured Party represented thereby, that (i) the ABL Secured Parties’ or Term Loan Secured Parties’, as applicable, damages from its such actions may at that time be difficult to ascertain and may be irreparable, and (ii) the [Term Loan] Agent and each Term Loan Additional [Term] Agent, in each case for and on behalf of itself and each Secured Party or ABL Secured Party, as applicablerepresented thereby, waives any defense that the Loan Parties and/or the Term Loan ABL Secured Parties cannot demonstrate damage or be made whole by the awarding of damages. Should any ABL Secured Party, contrary to this Agreement, in any way take, or attempt or threaten to take, any action with respect to the [Term Loan] Priority Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, the [Term Loan] Agent or Additional [Term] Agent (in its own name or in the name of the [Term Loan] Secured Parties or Additional [Term] Secured Parties, as applicable) may obtain relief against such ABL Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the ABL Agent, for and on behalf of itself and the ABL Secured Parties, that the [Term Loan] Secured Parties’ or Additional [Term] Secured Parties’ damages, as applicable, from such actions may be difficult to ascertain and may be irreparable, and the ABL Agent, for and on behalf of itself and the ABL Secured Parties, waives any defense that the [Term Loan] Secured Parties or Additional [Term] Secured Parties, as applicable, cannot demonstrate damage and/or or be made whole by the awarding of damages.
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Actions Upon Breach. (a) If any ABL Secured Party or Term Loan any Collateral Trust Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Loan Party Grantor or the Common Collateral, such Loan PartyGrantor, with the prior written consent of the ABL Representative or the Term Loan Collateral Trust Representative, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any ABL Secured Party or Term Loan Collateral Trust Secured Party, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of such Loan PartyGrantor.
(b) Should any ABL Secured Party or Term Loan Collateral Trust Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Common Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any ABL Secured Party or Term Loan any Collateral Trust Secured Party (in its own name or in the name of the relevant Loan PartyGrantor), as applicable, or the relevant Grantor, may obtain relief against such ABL Secured Party or Term Loan Collateral Trust Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the ABL Representative on behalf of each ABL Secured Party and the Term Loan Collateral Trust Representative on behalf of each Term Loan Collateral Trust Secured Party that (i) the ABL Secured Parties’ or Term Loan Collateral Trust Secured Parties’, as applicable, damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Term Loan Collateral Trust Secured Party or each ABL Secured Party, as applicable, waives any defense that the Loan Parties Grantors and/or the Term Loan Collateral Trust Secured Parties and/or ABL Secured Parties, as applicable, cannot demonstrate damage and/or be made whole by the awarding of damages.
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Actions Upon Breach. (a) If any ABL Secured Party or Term Loan Notes Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Loan Party or the Common Collateral, such Loan Party, with the prior written consent of the ABL Representative or the Term Loan Notes Representative, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any ABL Secured Party or Term Loan Notes Secured Party, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of such Loan Party.
(b) Should any ABL Secured Party or Term Loan Notes Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Common Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any ABL Secured Party or Term Loan Notes Secured Party (in its own name or in the name of the relevant Loan Party), as applicable, or the relevant Loan Party, may obtain relief against such ABL Secured Party or Term Loan Notes Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the ABL Representative on behalf of each ABL Secured Party and the Term Loan Notes Representative on behalf of each Term Loan Notes Secured Party that (i) the ABL Secured Parties’ ' or Term Loan Notes Secured Parties’', as applicable, damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Term Loan Notes Secured Party or ABL Secured Party, as applicable, waives any defense that the Loan Parties and/or the Term Loan Notes Secured Parties and/or ABL Secured Parties, as applicable, cannot demonstrate damage and/or be made whole by the awarding of damages.
Appears in 1 contract
Actions Upon Breach. (a) If any ABL Secured Party or Term Loan Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Loan Party or the Common Collateral, such Loan Party, with the prior written consent of the ABL Representative or the Designated Term Loan Representative, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any ABL Secured Party or Term Loan Secured Party, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of such Loan Party.
(b) Should any ABL Secured Party or Term Loan Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Common Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any ABL Secured Party or Term Loan Secured Party (in its own name or in the name of the relevant Loan Party), as applicable, or the relevant Loan Party, may obtain relief against such ABL Secured Party or Term Loan Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the ABL Representative on behalf of each ABL Secured Party and the each Term Loan Representative on behalf of each Term Loan Secured Party that it represents that (i) the ABL Secured Parties’ or Term Loan Secured Parties’, as applicable, damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Term Loan Secured Party or ABL Secured Party, as applicable, waives any defense that the Loan Parties and/or the Term Loan Secured Parties and/or ABL Secured Parties, as applicable, cannot demonstrate damage and/or be made whole by the awarding of damages.
Appears in 1 contract
Actions Upon Breach. (a) If any ABL Secured Party or Term Loan Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Loan Party or the Common Collateral, such Loan Party, with the prior written consent of the ABL Representative or the Term Loan Representative, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any ABL Secured Party or Term Loan Secured Party, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of such Loan Party.
(b) Should any ABL Secured Party or Term Loan Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Common Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any ABL Secured Party or Term Loan Secured Party (in its own name or in the name of the relevant Loan Party), as applicable, or the relevant Loan Party, may obtain relief against such ABL Secured Party or Term Loan Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the ABL Representative on behalf of each ABL Secured Party and the Term Loan Representative on behalf of each Term Loan Secured Party that (i) the ABL Secured Parties’ or Term Loan Secured Parties’, as applicable, damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Term Loan Secured Party or ABL Secured Party, as applicable, waives any defense that the Loan Parties and/or the Term Loan Secured Parties and/or ABL Secured Parties, as applicable, cannot demonstrate damage and/or be made whole by the awarding of damages.
Appears in 1 contract