Common use of Actions Upon Breach Clause in Contracts

Actions Upon Breach. (a) If any Junior-Lien Secured Party, contrary to this Agreement, commences, participates or supports any Person commencing or participating in any action or proceeding against or with respect to any Grantor or the Shared Collateral, such Grantor, with the prior written consent of the Applicable First-Lien Collateral Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any First-Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor. (b) Should any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent or any Junior-Lien Secured Party, contrary to this Agreement, in any way take, attempt to take or threaten to take any action with respect to the Shared Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement) or fail to take any action required by this Agreement, any First-Lien Collateral Agent or any First-Lien Authorized Representative or other First-Lien Secured Party (in its or their own name or in the name of the Company or any other Grantor) or the Company or any other Grantor may obtain relief against such Junior-Lien Authorized Representative, such Junior-Lien Collateral Agent or such Junior- Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief. Each Junior-Lien Authorized Representative and each Junior-Lien Collateral Agent, on behalf of itself and each Junior-Lien Secured Party under its Junior-Lien Debt Facility, hereby (i) agrees that the First-Lien Secured Parties’ damages from the actions of any Junior-Lien Authorized Representatives, any Junior-Lien Collateral Agent or any Junior-Lien Secured Party may at that time be difficult to ascertain and may be irreparable and waives any defense that the Company, any other Grantor or the First-Lien Secured Parties cannot demonstrate damage or be made whole by the awarding of damages and (ii) irrevocably waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by any First-Lien Collateral Agent, any First-Lien Authorized Representative or and First-Lien Secured Party.

Actions Upon Breach. (a) If any Junior-Lien Secured Party, contrary to this Agreement, commences, participates or supports any Person commencing or participating in any action or proceeding against or with respect to any Grantor or the Shared Collateral, such Grantor, with the prior written consent of the Applicable First-Lien Collateral Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any First-Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor. (b) Should any Junior-Second Lien Authorized Representative, any Junior-Lien Collateral Agent Representative or any Junior-Second Lien Secured Party, contrary to this Agreement, in any way take, attempt to take or threaten to take any action with respect to the Shared Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement) or fail to take any action required by this Agreement, any First-the First Lien Collateral Agent or Agent, any First-First Lien Authorized Representative or other First-any First Lien Secured Party (in its or their own name or in the name of the Company Parent, the Borrower or any other Grantor) or the Company Parent, the Borrower or any other Grantor may obtain relief against such Junior-Second Lien Authorized Representative, such Junior-Lien Collateral Agent Representative or such Junior- Second Lien Secured Party by injunction, specific performance and/or or other appropriate equitable relief. Each Junior-Second Lien Authorized Representative and each Junior-Lien Collateral AgentRepresentative, on behalf of itself and each Junior-its Second Lien Secured Party under its Junior-Lien Debt FacilityParties, hereby (i) agrees that the First-damages of the First Lien Collateral Agent, the First Lien Authorized Representatives and the First Lien Secured Parties’ damages Parties from the actions of any Junior-such Second Lien Authorized Representatives, any Junior-Lien Collateral Agent Representative or any Junior-of its Second Lien Secured Party Parties may at that any time be difficult to ascertain and may be irreparable and waives any defense that the CompanyParent, the Borrower, any other Grantor or the First-First Lien Collateral Agent, any First Lien Authorized Representative or any First Lien Secured Parties Party cannot demonstrate damage or be made whole by the awarding of damages and (ii) irrevocably waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by any First-the First Lien Collateral Agent, any First-First Lien Authorized Representative or and First-any First Lien Secured Party.

Actions Upon Breach. (a) If any Junior-Lien Secured Party, contrary to this Agreement, commences, participates or supports any Person commencing or participating in any action or proceeding against or with respect to any Grantor or Should the Shared Collateral, such Grantor, with the prior written consent of the Applicable First-Lien Collateral Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any First-Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor. (b) Should any Junior-Lien Authorized Representative, any Junior-Second Lien Collateral Agent or any Junior-Lien Secured other Junior Priority Party, contrary to this Agreement, in any way take, attempt to take or threaten to take any action with respect to the Shared Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement) or fail to take any action required by this Agreement, any First-the First Lien Collateral Agent or any First-Lien Authorized Representative or other First-Lien Senior Secured Party (in its or their own name or in the name of the Company Borrower or any other Grantor) or the Company Borrower or any other Grantor may obtain relief against such Junior-Lien Authorized Representative, such Junior-the Second Lien Collateral Agent or such Junior- Lien Secured other Junior Priority Party by injunction, specific performance and/or or other appropriate equitable relief. Each Junior-Lien Authorized Representative and each Junior-The Second Lien Collateral Agent, on behalf of itself and each Junior-Lien Secured Party under its Junior-Lien Debt Facilityother Junior Priority Party, hereby (i) agrees that the First-Lien Senior Secured Parties’ damages from the actions of any Junior-Lien Authorized Representatives, any Junior-the Second Lien Collateral Agent or any Junior-Lien Secured other Junior Priority Party may at that time be difficult to ascertain and may be irreparable and waives any defense that the Company, any other Grantor or the First-Lien Senior Secured Parties cannot demonstrate damage or be made whole by the awarding of damages, (ii) agrees that the Borrower’s and the other Grantors’ damages from the actions of the Second Lien Collateral Agent or any other Junior Priority Party may at that time be difficult to ascertain and may be irreparable and waives any defense that the Borrower or any other Grantor cannot demonstrate damage or be made whole by the awarding of damages, and (iiiii) irrevocably waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by any First-the First Lien Collateral Agent, any First-Lien Authorized Representative or and First-Lien other Senior Secured Party, or the Borrower or any other Grantor.

Actions Upon Breach. (a) If any Junior-any: (i) Second Lien Secured PartyCreditor, contrary to in violation of this Agreement, commences, commences or participates or supports any Person commencing or participating in any action or proceeding against or with respect to any Grantor Loan Party or the Shared Collateral, such GrantorLoan Party, with the prior written consent of the Applicable First-First Lien Collateral Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any First-First Lien Secured Creditor may intervene and interpose such defense or plea in its or their name or in the name of any of such Loan Party. (ii) First Lien Creditor, in violation of this Agreement, commences or participates in any action or proceeding against any Loan Party or the Collateral, such Loan Party, with the prior written consent of the Second Lien Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Creditor may intervene and interpose such defense or plea in its or their name or in the name of such GrantorLoan Party. (b) Should any Junior-any: (i) Second Lien Authorized Representative, any Junior-Lien Collateral Agent or any Junior-Lien Secured PartyCreditor, contrary to this Agreement, in any way take, attempt to take or threaten to take any action with respect to the Shared Collateral (including 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 First-First Lien Collateral Agent or any First-Lien Authorized Representative or other First-Lien Secured Party Creditor (in its or their own name or in the name of the Company or any other Grantorrelevant Loan Party) or the Company or any other Grantor relevant Loan Party may obtain relief against such Junior-Second Lien Authorized Representative, such Junior-Lien Collateral Agent or such Junior- Lien Secured Party Creditor by injunction, specific performance and/or other appropriate equitable relief. Each Junior-, it being understood and agreed by the Second Lien Authorized Representative and each Junior-Lien Collateral Agent, Trustee on behalf of itself and each Junior-Second Lien Secured Party under its Junior-Creditor that (A) the First Lien Debt Facility, hereby (i) agrees that the First-Lien Secured PartiesCreditors’ damages from the its actions of any Junior-Lien Authorized Representatives, any Junior-Lien Collateral Agent or any Junior-Lien Secured Party may at that time be difficult to ascertain and may be irreparable irreparable, and (B) each Second Lien Creditor waives any defense that the Company, any other Grantor or Loan Parties and/or the First-First Lien Secured Parties Creditors cannot demonstrate damage or and/or be made whole by the awarding of damages and damages. [INTERCREDITOR AGREEMENT] (ii) irrevocably First Lien Creditor, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the 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 Second Lien Creditor (in its or their own name or in the name of the relevant Loan Party) or the relevant Loan Party may obtain relief against such First Lien Creditor by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the First Lien Agent on behalf of each First Lien Creditor that (A) the Second Lien Creditors’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (B) each First Lien Creditor waives any defense based on that the adequacy Loan Parties and/or the Second Lien Creditors cannot demonstrate damage and/or be made whole by the awarding of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by any First-Lien Collateral Agent, any First-Lien Authorized Representative or and First-Lien Secured Partydamages.

Actions Upon Breach. (a) If any Junior-Lien Senior Debt Secured PartyParty or the Purchaser, contrary to this Agreement, commences, commences or participates or supports any Person commencing or participating in any action or proceeding against or with respect to any Grantor the Vendor or the Shared Collateral, such Grantorthe Vendor, with the prior written consent of the Applicable First-Lien Collateral AgentSenior Debt Representative or the Purchaser, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any First-Lien Senior Debt Secured Party or the Purchaser, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of such GrantorNote Party. (b) Should any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent Senior Debt Secured Party or any Junior-Lien Secured Partythe Purchaser, contrary to this Agreement, in any way take, attempt to take or threaten to take any action with respect to the Shared Collateral (including 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 First-Lien Collateral Agent or any First-Lien Authorized Representative or other First-Lien Senior Debt Secured Party or the Purchaser (in its or their own name or in the name of the Company or any other Grantor) relevant Note Party), as applicable, or the Company or any other Grantor relevant Note Party, may obtain relief against such Junior-Lien Authorized Representative, such Junior-Lien Collateral Agent or such Junior- Lien Senior Debt Secured Party or the Purchaser, as applicable, by injunction, specific performance and/or other appropriate equitable relief. Each Junior-Lien Authorized , it being understood and agreed by each of the Senior Debt Representative and each Junior-Lien Collateral Agent, on behalf of itself and each Junior-Lien Senior Debt Secured Party under its Junior-Lien Debt Facility, hereby and the Purchaser that (i) agrees that the First-Lien Senior Debt Secured Parties’ ' or Purchaser', as applicable, damages from the its actions of any Junior-Lien Authorized Representatives, any Junior-Lien Collateral Agent or any Junior-Lien Secured Party may at that time be difficult to ascertain and may be irreparable irreparable, and (ii) the Purchaser or Senior Debt Secured Party, as applicable, waives any defense that the CompanyVendor and/or the Purchaser and/or Senior Debt Secured Parties, any other Grantor or the First-Lien Secured Parties as applicable, cannot demonstrate damage or and/or be made whole by the awarding of damages and (ii) irrevocably waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by any First-Lien Collateral Agent, any First-Lien Authorized Representative or and First-Lien Secured Partydamages.

Actions Upon Breach. (a) If Should any Junior-Lien Secured PartySecond Priority Representative, contrary to this AgreementSenior Subordinated Priority Representative, commences, participates or supports any Person commencing or participating in any action or proceeding against or with respect to any Grantor or the Shared Collateral, such Grantor, with the prior written consent of the Applicable First-Lien Collateral Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any First-Lien Second Priority Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor. (b) Should any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent or any Junior-Lien Secured Party, Senior Subordinated Priority Party contrary to this Agreement, in any way take, attempt to take or threaten to take any Enforcement Action or other action with respect to the Shared Collateral (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, (i) any First-Lien Collateral Agent or any First-Lien Authorized Senior Priority Representative or other First-Lien Senior Priority Secured Party (in its or their own name or in the name of the Company a Borrower or any other GrantorDebtor) or the Company or any other Grantor may obtain relief against such Junior-Lien Authorized Representative, such Junior-Lien Collateral Agent Second Priority Representative or such Junior- Lien Second Priority Secured Party, and (ii) any Non-Subordinated Priority Party by injunction, specific performance and/or (in its or their own name or in the name of a Borrower or any other appropriate equitable reliefDebtor) may obtain relief against such Senior Subordinated Priority Representative or Senior Subordinated Priority Party. Each Junior-Lien Authorized Second Priority Representative and each Junior-Lien Collateral Agent, (on behalf of itself and each Junior-Lien Second Priority Secured Party under its Junior-Lien Second Priority Debt Facility, ) and each Senior Subordinated Priority Representative (on behalf of itself and each Senior Subordinated Priority Party under its Senior Subordinated Priority Debt Facility) hereby (i) agrees that (A) the First-Lien Senior Priority Secured Parties’ damages from the actions of any Juniorthe Non-Lien Authorized RepresentativesSenior Priority Parties or (B) the Non-Subordinated Priority Parties’ damages from the actions of the Senior Subordinated Priority Representatives may, any Junior-Lien Collateral Agent or any Junior-Lien Secured Party may in each case, at that time be difficult to ascertain and may be irreparable and waives any defense that the CompanySenior Priority Secured Parties, any other Grantor or the First-Lien Second Priority Secured Parties or Senior Subordinated Priority Parties (as applicable) cannot demonstrate damage or be made whole by the awarding of damages and (ii) irrevocably waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by any FirstSenior Priority Secured Party or any Non-Lien Collateral Agent, any First-Lien Authorized Representative or and First-Lien Secured Senior Priority Party.

Actions Upon Breach. (a) If any Junior-Lien Secured Party, contrary to this Agreement, commences, participates or supports any Person commencing or participating in any action or proceeding against or with respect to any Grantor or the Shared Collateral, such Grantor, with the prior written consent of the Applicable First-Lien Collateral Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any First-Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor. (b) Should any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent or any Junior-Lien Secured Party, contrary to this Agreement, in any way take, attempt to take or threaten to take any action with respect to the Shared Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement) or fail to take any action required by this Agreement, any First-Lien Collateral Agent or any First-Lien Authorized Representative or other First-Lien Secured Party (in its or their own name or in the name of the Company or any other Grantor) or the Company or any other Grantor may obtain relief against such Junior-Lien Authorized Representative, such Junior-Lien Collateral Agent or such Junior- Junior-Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief. Each Junior-Lien Authorized Representative and each Junior-Lien Collateral Agent, on behalf of itself and each Junior-Lien Secured Party under its Junior-Lien Debt Facility, hereby (i) agrees that the First-Lien Secured Parties’ damages from the actions of any Junior-Lien Authorized Representatives, any Junior-Lien Collateral Agent or any Junior-Lien Secured Party may at that time be difficult to ascertain and may be irreparable and waives any defense that the Company, any other Grantor or the First-Lien Secured Parties cannot demonstrate damage or be made whole by the awarding of damages and (ii) irrevocably waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by any First-Lien Collateral Agent, any First-Lien Authorized Representative or and First-Lien Secured Party.

Actions Upon Breach. (a) If If, prior to the Discharge of Revolving Loan Obligations, any Junior-First Lien Secured Party, contrary to this Agreement, commences, participates or supports any Person commencing or participating in any action or proceeding against or with respect to any Grantor or the Shared Collateral, such Grantor, with the prior written consent of the Applicable First-Lien Collateral Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any First-Lien Term Loan Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor. (b) Should any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent or any Junior-Lien Incremental Term Loan Secured Party, contrary to this Agreement, in any way takes, or attempts or threatens to take, attempt to take or threaten to take any action with respect to the Shared Revolving Loan Priority Collateral (including including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement) ), or fail fails to take any action required by this AgreementAgreement with respect to the Revolving Loan Priority Collateral, any First-Lien Collateral the Revolving Loan Agent or any First-Lien Authorized Representative or other First-Lien Secured Party (in its or their own name or in the name of the Company or any other Grantor) or the Company or any other Grantor may obtain relief against such Junior-First Lien Authorized Representative, such Junior-Lien Collateral Agent Term Loan Secured Party or such Junior- Lien Incremental Term Loan Secured Party by injunction, specific performance and/or other appropriate equitable relief. Each Junior-, (i) it being understood and agreed by the First Lien Authorized Representative and each Junior-Lien Collateral Term Loan Agent, on behalf of itself each First Lien Term Loan Secured Party, and the Incremental Term Loan Agent, on behalf of each Junior-Lien Incremental Term Loan Secured Party under its Junior-Lien Debt FacilityParty, hereby (i) agrees that the First-Lien Revolving Loan Secured Parties’ damages from the such actions of any Junior-Lien Authorized Representatives, any Junior-Lien Collateral Agent or any Junior-Lien Secured Party may at that time be difficult to ascertain and may be irreparable irreparable, and (ii) the First Lien Term Loan Agent, on behalf of each First Lien Term Loan Secured Party, and the Incremental Term Loan Agent, on behalf of each Incremental Term Loan Secured Party, waives any defense that the Company, any other Grantor or the First-Lien Revolving Loan Secured Parties cannot demonstrate damage or be made whole by the awarding of damages. (b) If, after the Discharge of Revolving Loan Obligations and prior to the Discharge of First Lien Term Loan Obligations, any Incremental Term Loan Secured Party, contrary to this Agreement, in any way takes, or attempts or threatens to take, any action with respect to the Revolving Loan Priority Collateral (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 with respect to the Revolving Loan Priority Collateral, the First Lien Term Loan Agent may obtain relief against such Incremental Term Loan Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Incremental Term Loan Agent on behalf of each Incremental Term Loan Secured Party that (i) the First Lien Term Loan Secured Parties’ damages from such actions may be difficult to ascertain and may be irreparable, and (ii) irrevocably the Incremental Term Loan Agent, on behalf of each Incremental Term Loan Secured Party waives any defense based that the First Lien Term Loan Secured Parties cannot demonstrate damage or be made whole by the awarding of damages. (c) If, prior to the Discharge of First Lien Term Loan Obligations, any Incremental Term Loan Secured Party or any Revolving Loan Secured Party, contrary to this Agreement, in any way takes, or attempts or threatens 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 fails to take any action required by this Agreement with respect to the Term Loan Priority Collateral, the First Lien Term Loan Agent may obtain relief against such Incremental Term Loan Secured Party or Revolving Loan Secured Party by injunction, specific performance and/or other appropriate equitable relief, (i) it being understood and agreed by the Incremental Term Loan Agent, on behalf of each Incremental Term Loan Secured Party, and the adequacy Revolving Loan Agent, on behalf of a remedy at law each Revolving Loan Secured Party, that the First Lien Term Loan Secured Parties’ damages from such actions may be difficult to ascertain and may be irreparable, and (ii) the Incremental Term Loan Agent, on behalf of each Incremental Term Loan Secured Party, and the Revolving Loan Agent, on behalf of each Revolving Loan Secured Party, waives any other defense that might the First Lien Term Loan Secured Parties cannot demonstrate damage or be asserted to bar made whole by the remedy awarding of specific performance in any action that may be brought by any First-Lien Collateral Agent, any First-Lien Authorized Representative or and First-Lien Secured Partydamages.

Actions Upon Breach. (a) If any Junior-Second Lien Secured PartyLender or Second Lien Agent or First Lien Lender or First Lien Agent, contrary to this Agreement, commences, commences or participates or supports any Person commencing or participating in any action or proceeding against any Borrower or with respect to any Grantor Guarantor or the Shared Common Collateral, such GrantorBorrower or Guarantor, with the prior written consent of the Applicable First-First Lien Collateral Agent or the Second Lien Agent, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any First-First Lien Secured Party Lender or the First Lien Agent or Second Lien Lender or the Second Lien Agent, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of such GrantorBorrower or Guarantor. (b) Should any Junior-Second Lien Authorized Representative, any Junior-Lender or the Second Lien Collateral Agent or any Junior-Lien Secured PartyAgent, contrary to this Agreement, in any way take, attempt to take or threaten to take any action with respect to the Shared Common Collateral (including 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 First-First Lien Collateral Lender or First Lien Agent or any First-Lien Authorized Representative or other First-Lien Secured Party (in its or their own name or in the name of the Company relevant Borrower or any other GrantorGuarantor) or the Company relevant Borrower or any other Grantor Guarantor may obtain relief against such Junior-Second Lien Authorized RepresentativeLender or the Second Lien Agent, such Junior-Lien Collateral Agent or such Junior- Lien Secured Party as applicable, by injunction, specific performance and/or other appropriate equitable relief. Each Junior-, it being understood and agreed by the Second Lien Authorized Representative and each Junior-Lien Collateral Agent, Agent on behalf of each Second Lien Lender and itself and each Junior-Lien Secured Party under its Junior-Lien Debt Facility, hereby that (i) agrees that the First-First Lien Secured PartiesLenders’ or the First Lien Agent’s damages from the its actions of any Junior-Lien Authorized Representatives, any Junior-Lien Collateral Agent or any Junior-Lien Secured Party may at that time be difficult to ascertain and may be irreparable irreparable, and waives (ii) each Second Lien Lender and the Second Lien Agent waive any defense that the Company, any other Grantor Borrowers or Guarantors and/or the First Lien Lenders or the First-First Lien Secured Parties Agent cannot demonstrate damage or and/or be made whole by the awarding of damages. (c) Should any First Lien Lender or First Lien Agent, 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 Second Lien Lender or the Second Lien Agent (in its own name or in the name of the relevant Borrower or Guarantor) or the relevant Borrower or Guarantor may obtain relief against such First Lien Lender or the First Lien Agent, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the First Lien Agent on behalf of each First Lien Lender and itself that (i) the Second Lien Lender’s and the Second Lien Agent’s damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) irrevocably waives each First Lien Lender and the First Lien Agent waive any defense based on that the adequacy Borrowers or Guarantors and/or the Second Lien Lenders or the Second Lien Agent cannot demonstrate damage and/or be made whole by the awarding of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by any First-Lien Collateral Agent, any First-Lien Authorized Representative or and First-Lien Secured Partydamages.

Actions Upon Breach. (a) If any Junior-any: (i) Second Lien Secured PartyCreditor, contrary to in violation of this Agreement, commences, commences or participates or supports any Person commencing or participating in any action or proceeding against or with respect to any Grantor Second Lien Borrower, the other Loan Parties or the Shared Collateral, such Grantorany of the First Lien Borrowers or Second Lien Borrower, with the prior written consent of the Applicable First-First Lien Collateral Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any First-First Lien Secured Party Creditor may intervene and interpose such defense or plea in its or their name or in the name of any of the First Lien Borrowers or Second Lien Borrower, or the other Loan Parties, as applicable. (ii) First Lien Creditor, in violation of this Agreement, commences or participates in any action or proceeding against First Lien Borrower, the other Loan Parties or the Collateral, any of the Second Lien Note Holders or Second Lien Borrower, with the prior written consent of the Second Lien Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Creditor may intervene and interpose such Grantordefense or plea in its or their name or in the name of any of the Second Lien Borrower or First Lien Borrowers, or the other Loan Parties as applicable. (b) Should any Junior-any: (i) Second Lien Authorized Representative, any Junior-Lien Collateral Agent or any Junior-Lien Secured PartyCreditor, contrary to this Agreement, in any way take, attempt to take or threaten to take any action with respect to the Shared Collateral (including 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 First-First Lien Collateral Agent or any First-Lien Authorized Representative or other First-Lien Secured Party Creditor (in its or their own name or in the name of any of the Company First Lien Borrowers or Second Lien Borrower, as applicable) or any other Grantor) of the First Lien Borrowers or Second Lien Borrower or the Company or any other Grantor Loan Parties, as applicable, may obtain relief against such Junior-Second Lien Authorized Representative, such Junior-Lien Collateral Agent or such Junior- Lien Secured Party Creditor by injunction, specific performance and/or other appropriate equitable relief. Each Junior-, it being understood and agreed by the Second Lien Authorized Representative and each Junior-Lien Collateral Agent, Trustee on behalf of itself and each Junior-Second Lien Secured Party under its Junior-Creditor that (A) the First Lien Debt Facility, hereby (i) agrees that the First-Lien Secured PartiesCreditors’ damages from the its actions of any Junior-Lien Authorized Representatives, any Junior-Lien Collateral Agent or any Junior-Lien Secured Party may at that time be difficult to ascertain and may be irreparable irreparable, and (B) each Second Lien Creditor waives any defense that Second Lien Borrower, the Company, any other Grantor or Second Loan Parties and/or the First-First Lien Secured Parties Creditors cannot demonstrate damage or and/or be made whole by the awarding of damages and damages. (ii) irrevocably First Lien Creditor, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the 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 Second Lien Creditor (in its or their own name or in the name of any of the Second Lien Borrower or First Lien Borrowers, as applicable) or any of the Second Lien Borrower or First Lien Borrowers or the other Loan Parties, as applicable, may obtain relief against such First Lien Creditor by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the First Lien Agent on behalf of each First Lien Creditor that (A) the Second Lien Creditors’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (B) each First Lien Creditor waives any defense based on that First Lien Borrower, the adequacy other Loan Parties and/or the Second Lien Creditors cannot demonstrate damage and/or be made whole by the awarding of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by any First-Lien Collateral Agent, any First-Lien Authorized Representative or and First-Lien Secured Partydamages.

Actions Upon Breach. (a) If any Junior-Second Lien Secured Party, contrary to this Agreement, commences, Party or Third Lien Secured Party commences or participates or supports any Person commencing or participating in any action or proceeding against any Loan Party or with in respect of the Common Collateral contrary to any Grantor or the Shared Collateralthis Agreement, such GrantorLoan Party, with the prior written consent of the Applicable First-First Lien Collateral AgentRepresentative, may interpose as a defense or dilatory plea the making of this Agreement, and any First-First Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such GrantorLoan Party. Following the First Lien Obligations Payment Date, if any Third Lien Secured Party commences or participates in any action or proceeding against any Loan Party in respect of the Common Collateral contrary to this Agreement, any Second Lien Secured Party may intervene and interpose the making of this Agreement as a defense or dilatory plea, in its name or in the name of such Loan Party. (b) Should If any Junior-Second Lien Authorized Representative, any Junior-Lien Collateral Agent Secured Party (or any Junior-agent or other representative thereof) or any Third Lien Secured Party, contrary to this Agreement, Party (or any agent or other representative thereof) in any way taketakes, attempt attempts to take or threaten threatens to take any action with respect to the Shared Common Collateral (including including, without limitation, any attempt to realize upon or enforce any remedy with respect to on the Common Collateral) in violation of this Agreement) , or fail fails to take any action required by this Agreement, any First-the First Lien Collateral Agent Representative or any First-Lien Authorized Representative or other First-First Lien Secured Party (in its or their own name or in the name of the Company or any other GrantorLoan Party) or the Company or any other Grantor may obtain relief against such Junior-Lien Authorized Representative, such Junior-Lien Collateral Agent or such Junior- Second Lien Secured Party or agent or other representative thereof or Third Lien Secured Party or agent or other representative thereof, as the case may be, by injunction, specific performance and/or other appropriate equitable relief. Each Junior-, it being understood and agreed by the Second Lien Authorized Representative and each Junior-Lien Collateral Agent, on behalf of itself and each Junior-other Second Lien Secured Party under its Junior-and the Third Lien Debt Facility, hereby Representative on behalf of each other Third Lien Secured Party that (i) agrees that the First-damages of the First Lien Secured Parties’ damages Parties from the its actions of any Junior-Lien Authorized Representatives, any Junior-Lien Collateral Agent or any Junior-Lien Secured Party may at that time be difficult to ascertain and may be irreparable irreparable, and (ii) each Second Lien Secured Party and each Third Lien Secured Party waives any defense that any Loan Party and/or the Company, any other Grantor or the First-First Lien Secured Parties cannot demonstrate damage or and/or be made whole by the awarding of damages. (c) Following the First Lien Obligations Payment Date, should any Third Lien Secured Party (or any agent or other representative thereof) in any way take, attempt to or threaten to take any action with respect to the Common Collateral (including, without limitation, any attempt to enforce any remedy on the Common Collateral) in violation of this Agreement, or fail to take any action required by this Agreement, any Second Lien Secured Party (in its or their own name or in the name of any Loan Party) may obtain relief against such Third Lien Secured Party or agent or other representative thereof, as the case may be, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien Representative on behalf of each other Third Lien Secured Party that (i) the damages of the Second Lien Secured Parties from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) irrevocably each Third Lien Secured Party waives any defense based on that any Loan Party and/or the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by any First-Lien Collateral Agent, any First-Lien Authorized Representative or and First-Second Lien Secured PartyParties cannot demonstrate damage and/or be made whole by the awarding of damages.

Actions Upon Breach. (a) If Should any Junior-Lien Secured Party, contrary to this Agreement, commences, participates or supports any Person commencing or participating in any action or proceeding against or with respect to any Grantor or the Shared Collateral, such Grantor, with the prior written consent of the Applicable First-Lien Collateral Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any First-Parity Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor. (b) Should any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent or any Junior-Junior Lien Secured Party, contrary to this Agreement, in any way take, attempt to take or threaten to take any action with respect to the any Shared Collateral (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, this Agreement shall create a rebuttable presumption and admission by such Parity Lien Secured Party or Junior Lien Secured Party, as applicable, that any First-Lien Collateral Agent or any First-Lien Authorized Representative or other First-Priority Lien Secured Party (in its or their own name or in the name of the Company or any other Grantor) or the Company or any other Grantor may obtain (and any Priority Lien Secured Party may obtain) relief against such Junior-Lien Authorized Representative, such Junior-Lien Collateral Agent or such Junior- Parity Lien Secured Party or such Junior Lien Secured Party, as applicable, by injunction, specific performance and/or or other appropriate equitable relief. Each Junior-Lien Authorized Representative and each Junior-Lien Collateral Agent, on behalf of itself and each Junior-The Parity Lien Secured Party under its Junior-Parties and the Junior Lien Debt Facility, Secured Parties hereby (i) agrees agree that the First-Priority Lien Secured Parties’ damages from the actions of any Junior-Parity Lien Authorized Representatives, any Junior-Lien Collateral Agent Secured Party or any Junior-Junior Lien Secured Party may at that time be difficult to ascertain and may be irreparable and waives waive any defense that the Company, any other Grantor or the First-Priority Lien Secured Parties cannot demonstrate damage or be made whole by the awarding of damages and (ii) irrevocably waives waive any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by any First-Lien Collateral Agent, any First-Lien Authorized Representative or and First-Priority Lien Secured Party. (b) Should any Junior Lien Secured Party, contrary to this Agreement, in any way take, attempt to take or threaten to take any action with respect to any Shared Collateral (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, this Agreement shall create a rebuttable presumption and admission by such Junior Lien Secured Party that any Parity Lien Secured Party (in its or their own name or in the name of the Company or any other Grantor) or the Company may obtain (and any Parity Lien Secured Party may obtain) relief against such Junior Lien Secured Party, such as by injunction, specific performance or other appropriate equitable relief. The Junior Lien Secured Parties hereby (i) agree that the Parity Lien Secured Parties’ damages from the actions of any Junior Lien Secured Party may at that time be difficult to ascertain and may be irreparable and waive any defense that the Company, any other Grantor or the Parity Lien Secured Parties cannot demonstrate damage or be made whole by the awarding of damages and (ii) irrevocably waive any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by any Parity Lien Secured Party.

Actions Upon Breach. (a) 4.6.1 If any Junior-Lien Secured PartySubordinated Creditor, contrary to this Agreement, commences, commences or participates or supports any Person commencing or participating in any action or proceeding against or with respect to any Grantor Borrower or the Shared Collateral, such Grantor, with the prior written consent of the Applicable First-Lien Collateral Agent, Borrowers may interpose as a defense or dilatory plea the making of this Agreement, and any First-Lien Secured Party Lender may intervene and interpose such defense or plea in its or their the Lender's name or in the name of such Grantor. (b) Borrowers. Should any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent or any Junior-Lien Secured PartySubordinated Creditor, contrary to this Agreement, in any way take, attempt to take enforce payment of the Subordinated Indebtedness or threaten to take any action with respect to the Shared Collateral (including any attempt part thereof or to realize upon or enforce any remedy with respect to this Agreement) or fail to take any action required by this Agreement, any First-Lien the Collateral Agent or any First-Lien Authorized Representative or other First-Lien Secured Party part thereof, either Lender (in its or their own name or in the name of the Company Borrowers), Borrowers themselves, or any other Grantor) or the Company or any other Grantor Lender and Borrowers, may obtain relief against such Junior-Lien Authorized Representativerestrain Subordinated Creditor from so doing, such Junior-Lien Collateral Agent or such Junior- Lien Secured Party it being understood and agreed by injunction, specific performance and/or other appropriate equitable relief. Each Junior-Lien Authorized Representative and each Junior-Lien Collateral Agent, on behalf of itself and each Junior-Lien Secured Party under its Junior-Lien Debt Facility, hereby Subordinated Creditor that (i) agrees that the First-Lien Secured Parties’ Lender's and/or Borrower's damages from the its actions of any Junior-Lien Authorized Representatives, any Junior-Lien Collateral Agent or any Junior-Lien Secured Party may at that time be difficult to ascertain and may be irreparable irreparable, and (ii) Subordinated Creditor waives any defense that Borrowers and/or that the Company, any other Grantor or the First-Lien Secured Parties Lender cannot demonstrate damage or and/or can be made whole by the awarding of damages. Subordinated Creditor hereby irrevocably authorizes and empowers the Lender, and irrevocably appoints the Lender Subordinated Creditor's attorney-in- fact for the purpose of executing and delivering such assignments, endorsements, releases, other instruments and other documents which Subordinated Creditor is or may be required to execute and deliver under the terms of this Agreement. 4.6.2 If any one or more of Subordinated Creditor or Borrowers contrary to this Agreement, makes, attempts to or threatens to make or receive any payment, take any action with respect to the security or take any action contrary to this Agreement, or fails to take any action required by this Agreement, the Lender may obtain relief by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by Subordinated Creditor and Borrowers that (i) the damages of the Lender from its actions at the time may be difficult to ascertain and may be irreparable and (ii) irrevocably waives Subordinated Creditor and Borrowers waive any defense based on or claim that Borrowers and/or the adequacy Lender cannot demonstrate damage and/or can be made whole by the awarding of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by any First-Lien Collateral Agent, any First-Lien Authorized Representative or and First-Lien Secured Partydamages.

Actions Upon Breach. (a) If the Subordinated Creditors or any Junior-Lien Secured Partyholder of Subordinated Debt, contrary to this Agreement, commences, commences or participates or supports any Person commencing or participating in any action or proceeding Collection Action against or with respect to any Grantor Loan Party or the Shared Collateral, such Grantorany Borrower, with the prior written consent of the Applicable First-Lien Collateral AgentSenior Creditor Representative, may interpose as a defense or dilatory plea the making of this Agreement, and any First-Lien Secured Party the Senior Creditor Representative may intervene and interpose such defense or plea in its or their name or in the name of such Grantor. (b) Should any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent Borrower or any Junior-Lien Secured other Loan Party. Should the Subordinated Creditors or any holder of Subordinated Debt, contrary to this Agreement, in any way take, or attempt to take or threaten to take any action with respect to the Shared Collateral (including including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement) the Collateral), or fail to take any action required by this Agreement, any First-Lien Collateral Agent or any First-Lien Authorized the Senior Creditor Representative or other First-Lien Secured Party (in its or their own name or in the name of the Company any Borrower or any other GrantorLoan Party) or the Company or any other Grantor either Borrower may obtain relief against such Junior-Lien Authorized Representative, such Junior-Lien Collateral Agent the Subordinated Creditors or such Junior- Lien Secured Party any holder of Subordinated Debt by injunction, specific performance and/or other appropriate equitable relief. Each Junior-Lien Authorized Representative , it being understood and each Junior-Lien Collateral Agentagreed by the Subordinated Creditors, on behalf of itself each holder of the Subordinated Debt, that (A) the damages to the Senior Creditors, and each Junior-Lien Secured Party under its Junior-Lien Debt Facilitythe holders of the Senior Debt, hereby (i) agrees that the First-Lien Secured Parties’ damages from the their actions of any Junior-Lien Authorized Representatives, any Junior-Lien Collateral Agent or any Junior-Lien Secured Party may at that time be difficult to ascertain and may be irreparable irreparable, and (B) the Subordinated Creditors, on behalf of each holder of the Subordinated Debt, waives any defense that any Loan Party and/or the Company, Senior Creditors or any other Grantor or the First-Lien Secured Parties holder of any Senior Debt cannot demonstrate damage or and/or be made whole by the awarding of damages and (ii) irrevocably waives damages. Except as provided herein, if the Senior Creditors or any holder of any Senior Debt or the Subordinated Creditors or any holder of Subordinated Debt shall enforce their rights or remedies in violation of the terms of this Agreement, the Borrower shall not be entitled to use such violation as a defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that by the Senior Creditors or any holder of any Senior Debt or the Subordinated Creditors or any holder of Subordinated Debt, as the case may be brought by be, nor to assert such violation as a counterclaim or basis for set-off or recoupment against the Senior Creditors or any First-Lien Collateral Agent, holder of any First-Lien Authorized Representative Senior Debt or and First-Lien Secured Partythe Subordinated Creditors or any holder of Subordinated Debt.

Actions Upon Breach. (a) If any Junior-Lien Secured PartySubordinated Creditor, contrary to this Agreement, commences, commences or participates or supports any Person commencing or participating in any action or proceeding against any Loan Party or with respect to any Grantor or the Shared Common Collateral, such GrantorLoan Party, with the prior written consent of the Applicable First-Lien Collateral Senior Agent, may interpose as a defense defense, or the basis for an equitable or legal claim, or a dilatory plea the making of this Agreement, and any First-Lien Secured Party Senior Creditor may intervene and interpose such defense or plea in its or their name or in the name of such GrantorLoan Party. (b) Should any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent or any Junior-Lien Secured PartySubordinated Creditor, contrary to this Agreement, in any way take, attempt to take or threaten to take any action with respect to the Shared Common Collateral (including 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 First-Lien Collateral Agent or any First-Lien Authorized Representative or other First-Lien Secured Party Agreement (in its or their own name or in the name of the Company or any other Grantorrelevant Loan Party) or the Company or any other Grantor may obtain this Agreement shall create an irrebutable presumption and admission by such Subordinated Creditor that relief against such Junior-Lien Authorized Representative, such Junior-Lien Collateral Agent or such Junior- Lien Secured Party Subordinated Creditor by injunction, specific performance and/or other appropriate equitable relief. Each Junior-Lien Authorized Representative relief is necessary to prevent irreparable harm to the Senior Creditors, it being understood and each Junior-Lien Collateral Agent, agreed by the Subordinated Lender on behalf of itself and each Junior-Lien Secured Party under its Junior-Lien Debt Facility, hereby Subordinated Creditor that (i) agrees that the First-Lien Secured PartiesSenior Creditors’ damages from the its actions of any Junior-Lien Authorized Representatives, any Junior-Lien Collateral Agent or any Junior-Lien Secured Party may at that time be difficult to ascertain and may be irreparable irreparable, and (ii) each Subordinated Creditor waives any defense that the Company, any other Grantor or Loan Parties and/or the First-Lien Secured Parties Senior Creditors cannot demonstrate damage or and/or be made whole by the awarding of damages and damages. (iic) irrevocably waives Should any defense based on the adequacy Subordinated Creditor, in contravention of a remedy at law and this Agreement, take, attempt to or threaten to take any other defense that might be asserted action, or refuse or omit to bar the remedy of specific performance in take any action that may be brought required of it, such Subordinated Creditor shall pay all legal fees and disbursements of counsel to the Senior Agent in enforcing Senior Agent’s rights hereunder. In addition, in the event of any litigation or judicial action by any First-Lien Subordinated Creditor against any Senior Creditor in connection with this Agreement or the Senior Obligations, such Subordinated Creditor shall pay all legal fees and disbursements of counsel to the Senior Agent in such litigation or action unless the Senior Credit is found, by a final and nonappealable judgment, to have breached its obligations hereunder or taken an action with respect to the Borrowers or the Common Collateral Agent, any First-Lien Authorized Representative or and First-Lien Secured Partythat is expressly prohibited hereunder.

Actions Upon Breach. (a) If any Junior-Second Lien Secured PartyClaimholder, contrary to the express terms of this Agreement, commences, commences or participates or supports any Person commencing or participating in any action or proceeding Enforcement Action against or with respect to the Company, any other Grantor or the Shared Collateral, such Grantor, with the prior written consent First Lien Collateral Agent may intervene and may interpose in the name of the Applicable First-First Lien Collateral Agent, may interpose Claimholders or in the name of the Company or such Grantor the making of this Agreement as a defense or dilatory plea the making of this Agreement, and any First-Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantorplea. (b) Should any Junior-Second Lien Authorized Representative, any Junior-Lien Collateral Agent or any Junior-Lien Secured PartyClaimholder, contrary to the express terms of this Agreement, in any way take, or attempt to take or threaten to take take, any action Enforcement Action with respect to the Shared Collateral (including including, without limitation, any attempt to realize upon or enforce any remedy with respect contrary to this Agreement) ), or fail to take any action expressly required by this Agreement, any First-the First Lien Collateral Agent or any First-Lien Authorized Representative or other First-Lien Secured Party (in its or their own name or in the name of the Company or any other a Grantor) or the Company or any other Grantor may obtain relief against such Junior-Second Lien Authorized Representative, such Junior-Lien Collateral Agent or such Junior- Lien Secured Party Claimholder by injunction, specific performance and/or other appropriate equitable relief. Each Junior-Lien Authorized Representative , it being understood and each Junior-agreed by the Second Lien Collateral Agent, Agent on behalf of itself and each Junior-Second Lien Secured Party under its Junior-Lien Debt Facility, hereby Claimholder that (i) agrees that the First-First Lien Secured PartiesClaimholders’ damages from the such actions of any Junior-Lien Authorized Representatives, any Junior-Lien Collateral Agent or any Junior-Lien Secured Party may at that time be difficult to ascertain and may be irreparable irreparable, and (ii) the Second Lien Collateral Agent on behalf of each Second Lien Claimholder waives any defense that the Company, any other Grantor or the First-First Lien Secured Parties Claimholders cannot demonstrate damage or be made whole by the awarding of damages. (c) Should any First Lien Claimholder, contrary to the express terms of this Agreement, in any way take, or attempt to take, any Enforcement Action with respect to the Collateral (including, without limitation, any attempt to realize upon or enforce any remedy contrary to this Agreement), or fail to take any action expressly required by this Agreement, the Second Lien Collateral Agent (in its own name or in the name of a Grantor) may obtain relief against such First Lien Claimholder by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the First Lien Collateral Agent on behalf of each First Lien Claimholder that (i) the Second Lien Claimholders’ damages from such actions may be difficult to ascertain and may be irreparable, and (ii) irrevocably the First Lien Collateral Agent on behalf of each First Lien Claimholder waives any defense based on that the adequacy Second Lien Claimholders cannot demonstrate damage or be made whole by the awarding of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by any First-Lien Collateral Agent, any First-Lien Authorized Representative or and First-Lien Secured Partydamages.

Actions Upon Breach. (a) If Prior to the Discharge of First Lien Obligations, if any Junior-Second Lien Secured Party, contrary to in contravention of the express terms of this Agreement, commences, commences or participates or supports any Person commencing or participating in any action or proceeding against the Company or with respect to any other Grantor or the Shared Collateral, to the extent permitted by law, the Company or such Grantor, with the prior written consent of the Applicable First-Lien Collateral Agent, Grantor may interpose as a defense or dilatory plea the making of this Agreement, and any First-First Lien Secured Party may intervene and interpose such defense or plea in its or their name or, with the prior written consent of the Company or such Grantor, in the name of the Company or such Grantor, as applicable. (b) Should Prior to the Discharge of First Lien Obligations, should any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent or any Junior-Second Lien Secured Party, contrary to in contravention of the express terms of this Agreement, in any way take, attempt to take or threaten to take any action with respect to the Shared Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement) ), or take any other action in violation of the express terms of this Agreement, or fail to take any action expressly required by the terms of this Agreement, in each case that is not otherwise unenforceable, this Agreement shall create an irrebuttable presumption and admission by such Second Lien Secured Party that any First-Lien Collateral Agent or any First-Lien Authorized Representative or other First-First Lien Secured Party (in its or their own name or in the name of the Company or any other the relevant Grantor) or the Company or any other the relevant Grantor may obtain relief against such Junior-Lien Authorized Representative, such Junior-Lien Collateral Agent or such Junior- Second Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief. Each Junior-, it being understood and agreed by each Second Lien Authorized Representative and each Junior-Lien Collateral Agent, Agent on behalf of itself and each Junior-Second Lien Secured Party under its Junior-Lien Debt Facility, hereby that (i) agrees that the First-First Lien Secured Parties’ damages from the such actions of any Junior-Lien Authorized Representatives, any Junior-Lien Collateral Agent or any Junior-Second Lien Secured Party may at that time be difficult to ascertain and may be irreparable and the harm to the First Lien Secured Parties may not be adequately compensated in damages and (ii) each Second Lien Secured Party waives any defense that the Company, any other Grantor Company or the First-other Grantors and/or the First Lien Secured Parties cannot demonstrate damage or damages and/or be made whole by the awarding of damages and (ii) irrevocably waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by any First-Lien Collateral Agent, any First-Lien Authorized Representative or and First-Lien Secured Partydamages.

Actions Upon Breach. (a) If any Junior-Second Lien Secured Party, contrary to this Agreement, commences, commences or participates or supports any Person commencing or participating in any action or proceeding against or any Grantor with respect to any Grantor the Collateral or against the Shared Collateral, such Grantor, with the prior written consent of the Applicable First-any First Lien Collateral Agent, Secured Party may intervene and interpose as a defense or dilatory plea the making of this Agreement, and any First-Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor. (b) Should any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent or any Junior-Second Lien Secured Party, contrary to this Agreement, in any way take, attempt to take or threaten to take any action with respect to the Shared Collateral (including including, without limitation, any attempt to realize upon or enforce any remedy with respect to the Collateral in violation of this Agreement) ), or take any other action in violation of this Agreement or fail to take any action required by this Agreement, any First-the First Lien Collateral Agent or any First-Lien Authorized Representative or other First-Lien Secured Party (in its or their own name or in the name of the Company relevant Grantor), or any other GrantorFirst Lien Secured Party with the prior written consent of the First Lien Collateral Agent, (i) or the Company or any other Grantor may obtain relief against such Junior-Lien Authorized Representative, such Junior-Lien Collateral Agent or such Junior- Second Lien Secured Party by injunction, specific performance and/or or other appropriate equitable relief. Each Junior-Lien Authorized Representative , it being understood and each Junior-agreed by the Second Lien Collateral Agent, Agent on behalf of itself and each Junior-Second Lien Secured Party under its Junior-Lien Debt Facility, hereby that (ix) agrees that the First-First Lien Secured Parties’ damages from the its actions of any Junior-Lien Authorized Representatives, any Junior-Lien Collateral Agent or any Junior-Lien Secured Party may at that time be difficult to ascertain and may be irreparable irreparable, and (y) each Second Lien Secured Party waives any defense that the Company, any other Grantor or the First-First Lien Secured Parties cannot demonstrate damage or can be made whole by the awarding of damages damages, and (ii) irrevocably waives shall be entitled to damages from the Second Lien Secured Party that violated this Agreement, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any defense based on action to enforce the adequacy provisions of a remedy at law this Agreement; provided that the First Lien Collateral Agent or any First Lien Secured Party shall only be entitled to such reimbursement if they are the prevailing party in such action to enforce the provisions of this Agreement; provided, further that (a) the First Lien Collateral Agent is entering into this covenant solely in its capacity as First Lien Collateral Agent and not in its individual capacity. Neither the Second Lien Collateral Agent nor any other defense that might be asserted Second Lien Secured Party shall have any recourse on account of such purported damages or claims for reimbursement or any other obligations or agreements of the First Lien Collateral Agent in this Agreement to bar any assets of the remedy of specific performance First Lien Collateral Agent other than assets held by First Lien Collateral Agent in its capacity as such (and not individually or in any action that may be brought by any First-representative capacity) and (b) the Second Lien Collateral Agent, Agent is entering into this covenant solely in its capacity as Second Lien Collateral Agent and not in its individual capacity. Neither the First Lien Collateral Agent nor any First-Lien Authorized Representative or and First-other First Lien Secured PartyParty shall have any recourse on account of such purported damages or claims for reimbursement or any other obligations or agreements of the Second Lien Collateral Agent in this Agreement to any assets of the Second Lien Collateral Agent other than assets held by Second Lien Collateral Agent in its capacity as such (and not individually or in any representative capacity).

Actions Upon Breach. (a) If any Junior-Lien Pulitzer Second Priority Secured Party, contrary to this Agreement, commences, commences or participates or supports any Person commencing or participating in any Enforcement Action or other action or proceeding against or with respect to any Grantor or the Shared CollateralCommon Collateral in contravention of this Agreement, such the related Grantor, with the prior written consent of the Applicable First-Lien Collateral AgentPulitzer First Priority Representative, may interpose as a defense or dilatory plea the making of this Agreement, and any First-Lien Pulitzer First Priority Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor. (b) Should any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent or any Junior-Lien Pulitzer Second Priority Secured Party, contrary to this Agreement, in any way take, attempt to take or threaten to take any action Enforcement Action with respect to the Shared Common Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement) ), or take any other action in violation of this Agreement, or fail to take any action required by this Agreement, this Agreement shall create an irrebuttable presumption and admission by such Pulitzer Second Priority Secured Party that any First-Lien Collateral Agent or any First-Lien Authorized Representative or other First-Lien Pulitzer First Priority Secured Party (in its or their own name or in the name of the Company or any other relevant Grantor) or the Company or any other relevant Grantor may obtain relief against such Junior-Lien Authorized Representative, such Junior-Lien Collateral Agent or such Junior- Lien Pulitzer Second Priority Secured Party by injunction, specific performance and/or other appropriate equitable relief. Each Junior-Lien Authorized , it being understood and agreed by the Pulitzer Second Priority Representative and each Junior-Lien Collateral Agent, on behalf of itself and each Junior-Lien Pulitzer Second Priority Secured Party under its Junior-Lien Debt Facility, hereby that (i) agrees that the First-Lien Pulitzer First Priority Secured Parties’ damages from the such actions of any Junior-Lien Authorized Representatives, any Junior-Lien Collateral Agent or any Junior-Lien Pulitzer Second Priority Secured Party may at that time be difficult to ascertain and may be irreparable and the harm to the Pulitzer First Priority Secured Parties may not be adequately compensated in damages and (ii) each Pulitzer Second Priority Secured Party waives any defense that the CompanyBorrower, any the other Grantor or Grantors and/or the First-Lien Pulitzer First Priority Secured Parties cannot demonstrate damage or and/or be made whole by the awarding of damages and (ii) irrevocably waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by any First-Lien Collateral Agent, any First-Lien Authorized Representative or and First-Lien Secured Partydamages.

Actions Upon Breach. (a) If If, prior to the Discharge of Revolving Loan Obligations, any Junior-First Lien Secured Party, contrary to this Agreement, commences, participates or supports any Person commencing or participating in any action or proceeding against or with respect to any Grantor or the Shared Collateral, such Grantor, with the prior written consent of the Applicable First-Lien Collateral Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any First-Lien Term Loan Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor. (b) Should any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent or any Junior-Lien Incremental Term Loan Secured Party, contrary to this Agreement, in any way takes, or attempts or threatens to take, attempt to take or threaten to take any action with respect to the Shared Revolving Loan Priority Collateral (including including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement) ), or fail fails to take any action required by this AgreementAgreement with respect to the Revolving Loan Priority Collateral, any First-Lien Collateral the Revolving Loan Agent or any First-Lien Authorized Representative or other First-Lien Secured Party (in its or their own name or in the name of the Company or any other Grantor) or the Company or any other Grantor may obtain relief against such Junior-First Lien Authorized Representative, such Junior-Lien Collateral Agent Term Loan Secured Party or such Junior- Lien Incremental Term Loan Secured Party by injunction, specific performance and/or other appropriate equitable relief. Each Junior-, (i) it being understood and agreed by the First Lien Authorized Representative and each Junior-Lien Collateral Term Loan Agent, on behalf of itself each First Lien Term Loan Secured Party, and the Incremental Term Loan Agent, on behalf of each Junior-Lien Incremental Term Loan Secured Party under its Junior-Lien Debt FacilityParty, hereby (i) agrees that the First-Lien Revolving Loan Secured Parties’ damages from the such actions of any Junior-Lien Authorized Representatives, any Junior-Lien Collateral Agent or any Junior-Lien Secured Party may at that time be difficult to ascertain and may be irreparable irreparable, and (ii) the First Lien Term Loan Agent, on behalf of each First Lien Term Loan Secured Party, and the Incremental Term Loan Agent, on behalf of each Incremental Term Loan Secured Party, waives any defense that the Company, any other Grantor or the First-Lien Revolving Loan Secured Parties cannot demonstrate damage or be made whole by the awarding of damages. (b) If, after the Discharge of Revolving Loan Obligations and prior to the Discharge of First Lien Term Loan Obligations, any Incremental Term Loan Secured Party, contrary to this Agreement, in any way takes, or attempts or threatens to take, any action with respect to the Revolving Loan Priority Collateral (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 with respect to the Revolving Loan Priority Collateral, the First Lien Term Loan Agent may obtain relief against such Incremental Term Loan Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Incremental Term Loan Agent on behalf of each Incremental Term Loan Secured Party that (i) the First Lien Term Loan Secured Parties’ damages from such actions may be difficult to ascertain and may be irreparable, and (ii) irrevocably the Incremental Term Loan Agent, on behalf of each Incremental Term Loan Secured Party waives any defense based that the First Lien Term Loan Secured Parties cannot demonstrate damage or be made whole by the awarding of damages. (c) If, prior to the Discharge of First Lien Term Loan Obligations, any Incremental Term Loan Secured Party or any Revolving Loan Secured Party, contrary to this Agreement, in any way takes, or attempts or threatens 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 fails to take any action required by this Agreement with respect to the Term Loan Priority Collateral, the First Lien Term Loan Agent may obtain relief against such Incremental Term Loan Secured Party or Revolving Loan Secured Party by injunction, specific performance and/or other appropriate equitable relief, (i) it being understood and agreed by the Incremental Term Loan Agent, on behalf of each Incremental Term Loan Secured Party, and the adequacy Revolving Loan Agent, on behalf of a remedy at law each Revolving Loan Secured Party, that the First Lien Term Loan Secured Parties’ damages from such actions may be difficult to ascertain and may be irreparable, and (ii) the Incremental Term Loan Agent, on behalf of each Incremental Term Loan Secured Party, and the Revolving Loan Agent, on behalf of each Revolving Loan Secured Party, waives any other defense that might the First Lien Term Loan Secured Parties cannot demonstrate damage or be asserted made whole by the awarding of damages. (d) If, after the Discharge of First Lien Term Loan Obligations and prior to bar the Discharge of Incremental Term Loan Obligations, any Revolving Loan Secured Party, contrary to this Agreement, in any way takes, or attempts or threatens to take, any action with respect to the Term Loan Priority Collateral (including, without limitation, any attempt to realize upon or enforce any remedy of with respect to this Agreement), or fails to take any action required by this Agreement with respect to the Term Loan Priority Collateral, the Incremental Term Loan Agent may obtain relief against such Revolving Loan Secured Party by injunction, specific performance in any action and/or other appropriate equitable relief, it being understood and agreed by the Revolving Loan Agent on behalf of each Revolving Loan Secured Party that (i) the Incremental Term Loan Secured Parties’ damages from such actions may be brought by any First-Lien Collateral Agentdifficult to ascertain and may be irreparable, any First-Lien Authorized Representative or and First-Lien (ii) the Revolving Loan Agent on behalf of each Revolving Loan Secured Party, waives any defense that the Incremental Term Loan Secured Parties cannot demonstrate damage or be made whole by the awarding of damages.

Actions Upon Breach. (a) If any Junior-Lien ABL Secured Party or Exit Convertible Notes Secured Party, contrary to this Agreement, commences, commences or participates or supports any Person commencing or participating in any action or proceeding against or with respect to any Grantor Credit Party or the Shared Collateral, such GrantorCredit Party, with the prior written consent of the Applicable First-Lien Collateral AgentABL Representative or the Exit Convertible Notes Representative, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any First-Lien ABL Secured Party or Exit Convertible Notes Secured Party, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of such GrantorCredit Party. (b) Should any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent ABL Secured Party or any Junior-Lien Exit Convertible Notes Secured Party, contrary to this Agreement, in any way take, attempt to take or threaten to take any action with respect to the Shared Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement) ), or fail to take any action required by this Agreement, any First-Lien Collateral Agent ABL Secured Party or any First-Lien Authorized Representative or other First-Lien Exit Convertible Notes Secured Party (in its or their own name or in the name of the Company or any other Grantor) relevant Credit Party), as applicable, or the Company or any other Grantor relevant Credit Party, may obtain relief against such Junior-Lien Authorized Representative, such Junior-Lien Collateral Agent or such Junior- Lien ABL Secured Party or Exit Convertible Notes Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief. Each Junior-Lien Authorized , it being understood and agreed by each of the ABL Representative and each Junior-Lien Collateral Agent, on behalf of itself and each Junior-Lien ABL Secured Party under its Junior-Lien Debt Facility, hereby and the Exit Convertible Notes Representative on behalf of each Exit Convertible Notes Secured Party that (i) agrees that the First-Lien ABL Secured Parties’ or Exit Convertible Notes Secured Parties’, as applicable, damages from the its actions of any Junior-Lien Authorized Representatives, any Junior-Lien Collateral Agent or any Junior-Lien Secured Party may at that time be difficult to ascertain and may be irreparable irreparable, and (ii) each Exit Convertible Notes Secured Party or ABL Secured Party, as applicable, waives any defense that the Company, any other Grantor or Credit Parties and/or the First-Lien Exit Convertible Notes Secured Parties and/or ABL Secured Parties, as applicable, cannot demonstrate damage or and/or be made whole by the awarding of damages and (ii) irrevocably waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by any First-Lien Collateral Agent, any First-Lien Authorized Representative or and First-Lien Secured Partydamages.

Actions Upon Breach. (a) If any Junior-Lien Senior Debt Secured PartyParty or the Purchaser, contrary to this Agreement, commences, commences or participates or supports any Person commencing or participating in any action or proceeding against or with respect to any Grantor the Vendor or the Shared Collateral, such Grantorthe Vendor, with the prior written consent of the Applicable First-Lien Collateral AgentSenior Debt Representative or the Purchaser, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any First-Lien Senior Debt Secured Party or the Purchaser, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of such GrantorNote Party. (b) Should any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent Senior Debt Secured Party or any Junior-Lien Secured Partythe Purchaser, contrary to this Agreement, in any way take, attempt to take or threaten to take any action with respect to the Shared Collateral (including 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 First-Lien Collateral Agent or any First-Lien Authorized Representative or other First-Lien Senior Debt Secured Party or the Purchaser (in its or their own name or in the name of the Company or any other Grantor) relevant Note Party), as applicable, or the Company or any other Grantor relevant Note Party, may obtain relief against such Junior-Lien Authorized Representative, such Junior-Lien Collateral Agent or such Junior- Lien Senior Debt Secured Party or the Purchaser, as applicable, by injunction, specific performance and/or other appropriate equitable relief. Each Junior-Lien Authorized , it being understood and agreed by each of the Senior Debt Representative and each Junior-Lien Collateral Agent, on behalf of itself and each Junior-Lien Senior Debt Secured Party under its Junior-Lien Debt Facility, hereby and the Purchaser that (i) agrees that the First-Lien Senior Debt Secured Parties’ or Purchaser’, as applicable, damages from the its actions of any Junior-Lien Authorized Representatives, any Junior-Lien Collateral Agent or any Junior-Lien Secured Party may at that time be difficult to ascertain and may be irreparable irreparable, and (ii) the Purchaser or Senior Debt Secured Party, as applicable, waives any defense that the CompanyVendor and/or the Purchaser and/or Senior Debt Secured Parties, any other Grantor or the First-Lien Secured Parties as applicable, cannot demonstrate damage or and/or be made whole by the awarding of damages and (ii) irrevocably waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by any First-Lien Collateral Agent, any First-Lien Authorized Representative or and First-Lien Secured Partydamages.