Common use of Actions Upon Breach Clause in Contracts

Actions Upon Breach. Should any Second Lien Collateral Agent, Second Lien Representative or any other 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 Lien Agent or any other First Lien Secured Party (in its or their own name) may obtain relief against such Second Lien Collateral Agent, Second Lien Representative or any other Second Lien Secured Party by injunction, specific performance or other appropriate equitable relief. Each Second Lien Collateral Agent and Second Lien Representative, on behalf of itself and each other Second Lien Secured Party it represents, hereby (i) agrees that the First Lien Agents’ and other First Lien Secured Parties’ damages from the actions of the Second Lien Collateral Agent, Second Lien Representatives or any other Second Lien Secured Party may at that time be difficult to ascertain and may be irreparable and waives any defense that any Grantor, the First Lien Agents or the other 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 the First Lien Agents or any other First Lien Secured Party. As among the First Lien Secured Parties, nothing in this Section 3.03 shall limit the rights of the Applicable First Lien Representative and the First Lien Secured Parties with respect to which it acts as First Lien Representative, and the obligations of the First Lien Secured Parties, under the First Lien Intercreditor Agreement.

Actions Upon Breach. Should If any First Lien Term Loan Secured Party, any Second Lien Term Loan Secured Party, any ABL Secured Party or any Additional Term Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against the Credit Parties or the Collateral, the Credit Parties, with the prior written consent of the ABL Collateral AgentRepresentative 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 Representative Term Loan Secured Party or Additional Term Secured Party, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of the Credit Parties. Should any First Lien Term Loan Secured Party, any Second Lien Term Loan Secured Party or any other Second Lien Additional Term Secured Party, contrary to this Agreement, in any way take, or attempt to take or threaten to take take, any action with respect to the Shared ABL 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 the ABL Agent or any other First Lien Secured Party (in its own name or their own namein the name of the ABL Credit Parties) may obtain relief against such Second First Lien Collateral AgentTerm Loan Secured Party, Second Lien Representative Term Loan Secured Party or any other Second Lien Additional Term Secured Party by injunction, specific performance or and/or other appropriate equitable relief. Each , it being understood and agreed by each First Lien Term Loan Agent, Second Lien Collateral Term Loan Agent or Additional Term Agent, for and Second Lien Representative, on behalf of itself and each other Second Lien Secured Party it representsrepresented thereby, hereby (i) agrees that the First Lien Agents’ and other First Lien ABL Secured Parties’ damages from the such actions of the Second Lien Collateral Agent, Second Lien Representatives or any other Second Lien Secured Party may at that time be difficult to ascertain and may be irreparable irreparable, and 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 represented thereby, waives any defense that any Grantor, the First Lien Agents or the other First Lien ABL Secured Parties cannot demonstrate damage or be made whole by the awarding of damages and (ii) irrevocably waives damages. Should any defense based on the adequacy of a remedy at law and any other defense that might be asserted ABL Secured Party, contrary to bar the remedy of specific performance this Agreement, in any way take, or attempt or threaten to take, any action that may be brought 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 Agents Term Loan Agent, Second Lien Term Loan Agent or any other First Lien Secured Party. As among Additional Term Agent (in its own name or in the First Lien Secured Parties, nothing in this Section 3.03 shall limit the rights of the Applicable First Lien Representative and the First Lien Secured Parties with respect to which it acts as First Lien Representative, and the obligations 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, under waives any defense that the First Lien Intercreditor AgreementTerm Loan Secured Parties, Second Lien Term Loan Secured Parties or Additional Term Secured Parties, as applicable, cannot demonstrate damage or be made whole by the awarding of damages.

Actions Upon Breach. Should any Second Lien Collateral AgentPriority Representative, Senior Subordinated Priority Representative, Second Lien Representative Priority Secured Party or any other Second 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 Agent Senior Priority Representative or any other First Lien Senior Priority Secured Party (in its or their own namename or in the name of a Borrower or any other Debtor) may obtain relief against such Second Lien Collateral AgentPriority Representative or such Second Priority Secured Party, Second Lien Representative and (ii) any Non-Subordinated Priority Party (in its or their own name or in the name of a Borrower or any other Second Lien Secured Party by injunction, specific performance Debtor) may obtain relief against such Senior Subordinated Priority Representative or other appropriate equitable reliefSenior Subordinated Priority Party. Each Second Lien Collateral Agent and Second Lien Representative, Priority Representative (on behalf of itself and each other Second Lien Priority Secured Party it represents, under its 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 Agents’ and other First Lien Senior Priority Secured Parties’ damages from the actions of the Second Lien Collateral AgentNon-Senior Priority Parties or (B) the Non-Subordinated Priority Parties’ damages from the actions of the Senior Subordinated Priority Representatives may, Second Lien Representatives or any other Second Lien Secured Party may in each case, at that time be difficult to ascertain and may be irreparable and waives any defense that any Grantorthe Senior Priority Secured Parties, the First Lien Agents or the other 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 the First Lien Agents any Senior Priority Secured Party or any other First Lien Secured Non-Senior Priority Party. As among the First Lien Secured Parties, nothing in this Section 3.03 shall limit the rights of the Applicable First Lien Representative and the First Lien Secured Parties with respect to which it acts as First Lien Representative, and the obligations of the First Lien Secured Parties, under the First Lien Intercreditor Agreement.

Actions Upon Breach. Should any Second Lien Collateral Agent, Second Lien Authorized Representative or any other 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, the First Lien Collateral Agent, any First Lien Agent Authorized Representative or any other First Lien Secured Party (in its or their own namename or in the name of the Parent, the Borrower or any other Grantor) or the Parent, the Borrower or any Grantor may obtain relief against such Second Lien Collateral Agent, Second Lien Authorized Representative or any other Second Lien Secured Party by injunction, specific performance or other appropriate equitable relief. Each Second Lien Collateral Agent and Second Lien Authorized Representative, on behalf of itself and each other its Second Lien Secured Party it representsParties, hereby (i) agrees that the damages of the First Lien Agents’ Collateral Agent, the First Lien Authorized Representatives and other the First Lien Secured Parties’ damages Parties from the actions of the such Second Lien Collateral Agent, Second Lien Representatives Authorized Representative or any other 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 Parent, the Borrower, any Grantor, other Grantor or the First Lien Agents Collateral Agent, any First Lien Authorized Representative or the other 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 the First Lien Agents Collateral Agent, any First Lien Authorized Representative or any other First Lien Secured Party. As among the First Lien Secured Parties, nothing in this Section 3.03 shall limit the rights of the Applicable First Lien Representative and the First Lien Secured Parties with respect to which it acts as First Lien Representative, and the obligations of the First Lien Secured Parties, under the First Lien Intercreditor Agreement.

Actions Upon Breach. Should any the Second Lien Collateral Agent, Second Lien Representative Agent or any other Second Lien Secured 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 the First Lien Collateral Agent or any other First Lien Senior Secured Party (in its or their own namename or in the name of the Borrower or any other Grantor) or the Borrower or any other Grantor may obtain relief against such the Second Lien Collateral Agent, Second Lien Representative Agent or any such other Second Lien Secured Junior Priority Party by injunction, specific performance or other appropriate equitable relief. Each The Second Lien Collateral Agent and Second Lien RepresentativeAgent, on behalf of itself and each other Second Lien Secured Party it representsJunior Priority Party, hereby (i) agrees that the First Lien Agents’ and other First Lien Senior Secured Parties’ damages from the actions of the Second Lien Collateral Agent, Second Lien Representatives Agent or any other Second Lien Secured Junior Priority Party may at that time be difficult to ascertain and may be irreparable and waives any defense that any Grantor, the First Lien Agents or the other 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 the First Lien Agents Collateral Agent, any other Senior Secured Party, or the Borrower or any other First Lien Secured Party. As among the First Lien Secured Parties, nothing in this Section 3.03 shall limit the rights of the Applicable First Lien Representative and the First Lien Secured Parties with respect to which it acts as First Lien Representative, and the obligations of the First Lien Secured Parties, under the First Lien Intercreditor AgreementGrantor.

Actions Upon Breach. (a) If any Senior Debt Secured Party or the Purchaser, contrary to this Agreement, commences or participates in any action or proceeding against the Vendor or the Collateral, the Vendor, with the prior written consent of the Senior Debt Representative or the Purchaser, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any 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 Note Party. (b) Should any Second Lien Collateral Agent, Second Lien Representative Senior Debt Secured Party or any other Second 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 Agent or any other First Lien Senior Debt Secured Party or the Purchaser (in its own name or their own name) in the name of the relevant Note Party), as applicable, or the relevant Note Party, may obtain relief against such Second Lien Collateral Agent, Second Lien Representative or any other Second Lien Senior Debt Secured Party or the Purchaser, as applicable, by injunction, specific performance or and/or other appropriate equitable relief. Each Second Lien Collateral Agent , it being understood and Second Lien Representative, agreed by each of the Senior Debt Representative on behalf of itself and each other Second Lien Senior Debt Secured Party it represents, hereby and the Purchaser that (i) agrees that the First Lien Agents’ and other First Lien Senior Debt Secured Parties’ ' or Purchaser', as applicable, damages from the its actions of the Second Lien Collateral Agent, Second Lien Representatives or any other Second 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 any Grantorthe Vendor and/or the Purchaser and/or Senior Debt Secured Parties, the First Lien Agents or the other First Lien Secured Parties as applicable, cannot demonstrate damage or and/or be made whole by the awarding of damages damages. SECTION 4. Application of Proceeds of Senior Collateral; Dispositions and (ii) irrevocably waives any defense based on the adequacy Releases of a remedy at law Lien; Notices and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by the First Lien Agents or any other First Lien Secured PartyInsurance. As among the First Lien Secured Parties, nothing in this Section 3.03 shall limit the rights of the Applicable First Lien Representative and the First Lien Secured Parties with respect to which it acts as First Lien Representative, and the obligations of the First Lien Secured Parties, under the First Lien Intercreditor Agreement.4.1

Actions Upon Breach. Should (1) Until the ABL Obligations Payment Date has occurred, if any Second Lien Collateral AgentTerm Credit Secured Party or Secured Notes Secured Party, Second Lien Representative contrary to this Agreement, commences or participates in any other Second Lien 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 ABL 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. Until the ABL Obligations Payment Date has occurred, should any Term Credit Secured Party or Secured 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 ABL Priority 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 the ABL Agent or any other First Lien Secured Party (in its own name or their own namein the name of the relevant Credit Party) may obtain relief against such Second Lien Collateral Agent, Second Lien Representative or any other Second Lien Secured Party by injunction, specific performance or and/or other appropriate equitable relief. Each Second Lien Collateral , it being understood and agreed by the Term Agent and Second Lien Representative, on behalf of itself and each other Second Lien the Secured Party it represents, hereby Notes Trustees that (i) agrees that the First Lien Agents’ and other First Lien Secured Parties’ ABL Agent’s damages from the its actions of the Second Lien Collateral Agent, Second Lien Representatives or any other Second Lien Secured Party 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 defense defence that any Grantor, the First Lien Agents or Credit Parties and/or the other First Lien Secured Parties ABL Agent cannot demonstrate damage or and/or be made whole by the awarding of damages and (ii) irrevocably waives damages; provided, however, that in such circumstances, in no event shall any defense based on the adequacy Term Credit Secured Party or Secured Notes Secured Party be liable for any indirect, special, punitive or consequential loss or damage 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 the First Lien Agents or any other First Lien Secured Party. As among the First Lien Secured Partieskind whatsoever, nothing in this Section 3.03 shall limit the rights including, but not limited to, lost profits, even if it has been advised of the Applicable First Lien Representative likelihood of such loss or damage and the First Lien Secured Parties with respect to which it acts as First Lien Representative, and the obligations regardless of the First Lien Secured Parties, under the First Lien Intercreditor Agreementform of action.

Actions Upon Breach. If any [Term Loan] Secured Party, any ABL Secured Party or any Additional [Term] Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against the Credit Parties or the Collateral, the 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, [Term Loan] Secured Party or Additional [Term] Secured Party, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of the Credit Parties. Should any Second Lien Collateral Agent, Second Lien Representative [Term Loan] Secured Party or any other Second Lien Additional [Term] Secured Party, contrary to this Agreement, in any way take, or attempt to take or threaten to take take, any action with respect to the Shared ABL Priority 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 the ABL Agent or any other First Lien Secured Party (in its own name or their own namein the name of the ABL Secured Parties) may obtain relief against such Second Lien Collateral Agent, Second Lien Representative [Term Loan] Secured Party or any other Second Lien Additional [Term] Secured Party by injunction, specific performance or and/or other appropriate equitable relief. Each Second Lien Collateral , it being understood and agreed by each [Term Loan] Agent or Additional [Term] Agent, for and Second Lien Representative, on behalf of itself and each other Second Lien Secured Party it representsrepresented thereby, hereby (i) agrees that the First Lien Agents’ and other First Lien ABL Secured Parties’ damages from the such actions of the Second Lien Collateral Agent, Second Lien Representatives or any other Second Lien Secured Party may at that time be difficult to ascertain and may be irreparable irreparable, and the [Term Loan] Agent and each Additional [Term] Agent, in each case for and on behalf of itself and each Secured Party represented thereby, waives any defense that any Grantor, the First Lien Agents or the other First Lien ABL Secured Parties cannot demonstrate damage or be made whole by the awarding of damages 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 (ii) irrevocably 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 based on that 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 the First Lien Agents [Term Loan] Secured Parties or any other First Lien Secured Party. As among the First Lien Additional [Term] Secured Parties, nothing in this Section 3.03 shall limit as applicable, cannot demonstrate damage or be made whole by the rights awarding of the Applicable First Lien Representative and the First Lien Secured Parties with respect to which it acts as First Lien Representative, and the obligations of the First Lien Secured Parties, under the First Lien Intercreditor Agreementdamages.

Actions Upon Breach. (a) If any ABL Secured Party or 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 Notes Representative, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any ABL Secured Party or 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 Second Lien Collateral Agent, Second Lien Representative ABL Secured Party or any other Second Lien 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 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 Agent ABL Secured Party or any other First Lien Notes Secured Party (in its own name or their own name) in the name of the relevant Loan Party), as applicable, or the relevant Loan Party, may obtain relief against such Second Lien Collateral Agent, Second Lien Representative or any other Second Lien ABL Secured Party or Notes Secured Party, as applicable, by injunction, specific performance or and/or other appropriate equitable relief. Each Second Lien Collateral Agent , it being understood and Second Lien Representative, agreed by each of the ABL Representative on behalf of itself and each other Second Lien ABL Secured Party it represents, hereby and the Notes Representative on behalf of each Notes Secured Party that (i) agrees that the First Lien Agents’ and other First Lien ABL Secured Parties’ ' or Notes Secured Parties', as applicable, damages from the its actions of the Second Lien Collateral Agent, Second Lien Representatives or any other Second Lien Secured Party may at that time be difficult to ascertain and may be irreparable irreparable, and (ii) each Notes Secured Party or ABL Secured Party, as applicable, waives any defense that any Grantor, the First Lien Agents or Loan Parties and/or the other First Lien Notes Secured Parties and/or ABL Secured Parties, as applicable, cannot demonstrate damage or and/or be made whole by the awarding of damages damages. SECTION 4. Application of Proceeds of Senior Collateral; Dispositions and Releases of Lien; Notices and Insurance. 4.1 Application of Proceeds. (a) Application of Proceeds of ABL Priority Collateral. The ABL Representative and Notes Representative hereby agree that (x) all ABL Exclusive Collateral, and all Proceeds thereof received by either of them in connection with the sale or Disposition of ABL Exclusive Collateral in connection with any Enforcement Action or during any Insolvency Proceeding shall be turned over to ABL Representative for application to the ABL Obligations in accordance with the ABL Documents and (iiy) irrevocably waives all ABL Priority Collateral (other than ABL Exclusive Collateral), and all Proceeds thereof, received by either of them in connection with the collection, sale or Disposition of Senior Collateral (other than the collection of ABL Priority Collateral in the ordinary course of business) in connection with an Enforcement Action or during any defense based on Insolvency Proceeding shall be applied, (i) first, to the adequacy payment of a remedy at law costs and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by the First Lien Agents or any other First Lien Secured Party. As among the First Lien Secured Parties, nothing in this Section 3.03 shall limit the rights expenses (including reasonable attorneys' fees and expenses and court costs) of the Applicable First Lien ABL Representative and the First Lien Secured Parties in connection with respect to which it acts as First Lien Representative, and the obligations of the First Lien Secured Parties, under the First Lien Intercreditor Agreement.such Enforcement Action,

Actions Upon Breach. If any Pulitzer Second Priority Secured Party, contrary to this Agreement, commences or participates in any Enforcement Action or other action or proceeding against the Common Collateral in contravention of this Agreement, the related Grantor, with the prior written consent of the Pulitzer First Priority Representative, may interpose as a defense or dilatory plea the making of this Agreement, and any 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. Should any Pulitzer Second Lien Collateral Agent, Second Lien Representative or any other Second Lien 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 Pulitzer First Lien Agent or any other First Lien Priority Secured Party (in its own name or their own namein the name of the relevant Grantor) or the relevant Grantor may obtain relief against such Pulitzer Second Lien Collateral Agent, Second Lien Representative or any other Second Lien Priority Secured Party by injunction, specific performance or and/or other appropriate equitable relief. Each , it being understood and agreed by the Pulitzer Second Lien Collateral Agent and Second Lien Representative, Priority Representative on behalf of itself and each other Pulitzer Second Lien Priority Secured Party it represents, hereby that (i) agrees that the Pulitzer First Lien Agents’ and other First Lien Priority Secured Parties’ damages from the such actions of the any Pulitzer Second Lien Collateral Agent, Second Lien Representatives or any other Second Lien 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 any Grantorthe Borrower, the other Grantors and/or the Pulitzer First Lien Agents or the other First Lien 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 the First Lien Agents or any other First Lien Secured Party. As among the First Lien Secured Parties, nothing in this Section 3.03 shall limit the rights of the Applicable First Lien Representative and the First Lien Secured Parties with respect to which it acts as First Lien Representative, and the obligations of the First Lien Secured Parties, under the First Lien Intercreditor Agreementdamages.