Common use of Actions Upon Breach Clause in Contracts

Actions Upon Breach. (a) If any Term Loan Lender, in contravention of the terms of this Agreement, in any way takes or attempts or threatens to take any action with respect to the ABL Priority Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement except as provided in the provisos to Section 3.1(a)(ii)), this Agreement shall create an irrebuttable presumption and admission by such Term Loan Lender that relief against such Term Loan Lender by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the ABL Lenders, it being understood and agreed by each Term Loan Agent on behalf of each applicable Term Loan Lender that (i) the ABL Lenders’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Term Loan Lender waives any defense that the Grantors and/or the ABL Lenders cannot demonstrate damage and/or be made whole by the awarding of damages. (b) If any ABL Lender, in contravention of the terms of this Agreement, in any way takes or attempts or threatens to take any action with respect to the Term Loan Priority Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement except as provided in the provisos to Section 3.1(b)(ii)), this Agreement shall create an irrebuttable presumption and admission by such ABL Lender that relief against such ABL Lender by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the Term Loan Lenders, it being understood and agreed by the ABL Agent on behalf of each applicable ABL Lender that (i) the Term Loan Lenders’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each ABL Lender waives any defense that the Grantors and/or the Term Loan Lenders cannot demonstrate damage and/or be made whole by the awarding of damages.

Actions Upon Breach. (a) If any Term Loan LenderLoan/Notes Secured Party, in contravention of the terms of this Agreement, in any way takes or attempts or threatens to take any action with respect to the ABL Priority Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement except as provided in the provisos to Section 3.1(a)(ii)), this Agreement shall create an irrebuttable presumption and admission by such Term Loan Lender Loan/Notes Secured Party that relief against such Term Loan Lender Loan/Notes Secured Party by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the ABL LendersSecured Parties, it being understood and agreed by each applicable Term Loan Loan/Notes Agent on behalf of each applicable Term Loan Lender Loan/Notes Secured Party that (i) the ABL LendersSecured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Term Loan Lender Loan/Notes Secured Party waives any defense that the Grantors and/or the ABL Lenders Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages. (b) If any ABL LenderSecured Party, in contravention of the terms of this Agreement, in any way takes or attempts or threatens to take any action with respect to the Term Loan Loan/Notes Priority Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement except as provided in the provisos to Section 3.1(b)(ii)), this Agreement shall create an irrebuttable presumption and admission by such ABL Lender Secured Party that relief against such ABL Lender Secured Party by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the Term Loan LendersLoan/Notes Secured Parties, it being understood and agreed by the ABL Agent on behalf of each applicable ABL Lender Secured Party that (i) the applicable Term Loan LendersLoan/Notes Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each ABL Lender Secured Party waives any defense that the Grantors and/or the Term Loan Lenders Loan/Notes Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages.

Actions Upon Breach. (a) If any Term Loan Lender, in contravention of the terms of this Agreement, in any way takes or attempts or threatens to take any action with respect to the ABL Priority Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement except as provided in the provisos to Section 3.1(a)(ii)), this Agreement shall create an irrebuttable presumption and admission by such Term Loan Lender that relief against such Term Loan Lender by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the ABL Lenders, it being understood and agreed by each applicable Term Loan Agent on behalf of each applicable Term Loan Lender that (i) the ABL Lenders’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Term Loan Lender waives any defense that the Grantors and/or the ABL Lenders cannot demonstrate damage and/or be made whole by the awarding of damages. (b) If any ABL Lender, in contravention of the terms of this Agreement, in any way takes or attempts or threatens to take any action with respect to the Term Loan Priority Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement except as provided in the provisos to Section 3.1(b)(ii)), this Agreement shall create an irrebuttable presumption and admission by such ABL Lender that relief against such ABL Lender by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the Term Loan Lenders, it being understood and agreed by the ABL Agent on behalf of each applicable ABL Lender that (i) the applicable Term Loan Lenders’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each ABL Lender waives any defense that the Grantors and/or the Term Loan Lenders cannot demonstrate damage and/or be made whole by the awarding of damages.

Actions Upon Breach. (a) If any Term Loan LenderTerm/Note Holder, in contravention of the terms of this Agreement, in any way takes or attempts or threatens to take any action with respect to the ABL Priority Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement except as provided in the provisos to Section 3.1(a)(ii)), this Agreement shall create an irrebuttable presumption and admission by such Term Loan Lender Term/Note Holder that relief against such Term Loan Lender Term/Note Holder by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the ABL Lenders, it being understood and agreed by each Term Loan Term/Note Agent on behalf of each applicable Term Loan Lender Term/Note Holder that (i) the ABL Lenders’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Term Loan Lender Term/Note Holder waives any defense that the Grantors and/or the ABL Lenders cannot demonstrate damage and/or be made whole by the awarding of damages. (b) If any ABL Lender, in contravention of the terms of this Agreement, in any way takes or attempts or threatens to take any action with respect to the Term Loan Term/Note Priority Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement except as provided in the provisos to Section 3.1(b)(ii)), this Agreement shall create an irrebuttable presumption and admission by such ABL Lender that relief against such ABL Lender by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the Term Loan LendersTerm/Note Holders, it being understood and agreed by the each ABL Agent on behalf of each applicable ABL Lender that (i) the Term Loan Lendersapplicable Term/Note Holders’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each ABL Lender waives any defense that the Grantors and/or the Term Loan Lenders Term/Note Holders cannot demonstrate damage and/or be made whole by the awarding of damages.

Actions Upon Breach. (a) If any Term Loan Loan/Cash Flow Revolver Lender, in contravention of the terms of this Agreement, in any way takes or attempts or threatens to take any action with respect to the ABL Facility First Priority Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement except as provided in the provisos to Section 3.1(a)(ii)Agreement), this Agreement shall create an irrebuttable presumption and admission by such Term Loan Loan/Cash Flow Revolver Lender that relief against such Term Loan Loan/Cash Flow Revolver Lender by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the ABL Lenders, it being understood and agreed by each the Term Loan Loan/Cash Flow Revolver Agent on behalf of each applicable Term Loan Loan/Cash Flow Revolver Lender that (i) the ABL Lenders’ damages from its actions may at that time be difficult to ascertain and may be irreparable, irreparable and (ii) each Term Loan Loan/Cash Flow Revolver Lender waives any defense that the Grantors and/or the ABL Lenders cannot demonstrate damage and/or be made whole by the awarding of damages. (b) If any ABL Lender, in contravention of the terms of this Agreement, in any way takes or attempts or threatens to take any action with respect to the Term Loan Term/Cash Flow Revolver Facility First Priority Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement except as provided in the provisos to Section 3.1(b)(ii)Agreement), this Agreement shall create an irrebuttable presumption and admission by such ABL Lender that relief against such ABL Lender by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the Term Loan Loan/Cash Flow Revolver Lenders, it being understood and agreed by the ABL Agent on behalf of each applicable ABL Lender that (i) the Term Loan Loan/Cash Flow Revolver Lenders’ damages from its actions may at that time be difficult to ascertain and may be irreparable, irreparable and (ii) each ABL Lender waives any defense that the Grantors and/or the Term Loan Loan/Cash Flow Revolver Lenders cannot demonstrate damage and/or be made whole by the awarding of damages.

Actions Upon Breach. (a) If Should the Third Lien Collateral [Agent][Trustee] or any Term Loan Lenderother Third Lien Party, in contravention of the terms of contrary to this Agreement, in any way takes take, attempt to take or attempts or threatens threaten to take any action with respect to the ABL Priority Shared Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement except as provided Agreement) or fail to take any action required by this Agreement, any Priority Agent or other Priority Secured Party (in its or their own name or in the provisos to Section 3.1(a)(ii)), this Agreement shall create an irrebuttable presumption and admission by such Term Loan Lender that name of the Borrower or any other Grantor) or the Borrower or any other Grantor may obtain relief against the Third Lien Collateral [Agent][Trustee] or such Term Loan Lender other Third Lien Party by injunction, specific performance and/or or other appropriate equitable relief is necessary to prevent irreparable harm to the ABL Lendersrelief. The Third Lien Collateral [Agent][Trustee], it being understood and agreed by each Term Loan Agent on behalf of itself and each applicable Term Loan Lender that other Third Lien Party, hereby (i) agrees that the ABL LendersPriority Secured Parties’ damages from its the actions of the Third Lien Collateral [Agent][Trustee] or any other Third Lien Party may at that time be difficult to ascertain and may be irreparable, irreparable and (ii) each Term Loan Lender waives any defense that the Grantors and/or the ABL Lenders Priority Secured Parties cannot demonstrate damage and/or or be made whole by the awarding of damages. , (bii) If any ABL Lender, in contravention of agrees that the terms of this Agreement, in any way takes or attempts or threatens to take any action with respect to Borrower’s and the Term Loan Priority Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement except as provided in the provisos to Section 3.1(b)(ii)), this Agreement shall create an irrebuttable presumption and admission by such ABL Lender that relief against such ABL Lender by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the Term Loan Lenders, it being understood and agreed by the ABL Agent on behalf of each applicable ABL Lender that (i) the Term Loan LendersGrantors’ damages from its the actions of the Third Lien Collateral [Agent][Trustee] or any other Third Lien Party may at that time be difficult to ascertain and may be irreparable, irreparable and (ii) each ABL Lender waives any defense that the Grantors and/or the Term Loan Lenders Borrower or any other Grantor cannot demonstrate damage and/or or be made whole by the awarding of damages, and (iii) 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 Priority Agent, any other Priority Secured Party, or the Borrower or any other Grantor.

Actions Upon Breach. (a) If any Term Loan Lender, in contravention of the terms of this Agreement, in any way takes or attempts or threatens to take any action with respect to the ABL Priority Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement except as provided in the provisos to Section 3.1(a)(ii3.1(a)), this Agreement shall create an irrebuttable presumption and admission by such Term Loan Lender that relief against such Term Loan Lender by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the ABL Lenders, it being understood and agreed by each Term Loan Agent on behalf of each applicable Term Loan Lender that (i) the ABL Lenders’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Term Loan Lender waives any defense that the Grantors and/or the ABL Lenders cannot demonstrate damage and/or be made whole by the awarding of damages. (b) If any ABL Lender, in contravention of the terms of this Agreement, in any way takes or attempts or threatens to take any action with respect to the Term Loan Priority Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement except as provided in the provisos to Section 3.1(b)(ii3.1(b)), this Agreement shall create an irrebuttable presumption and admission by such ABL Lender that relief against such ABL Lender by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the Term Loan Lenders, it being understood and agreed by the ABL Agent on behalf of each applicable ABL Lender that (i) the Term Loan Lenders’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each ABL Lender waives any defense that the Grantors and/or Grantors, the Term Loan Lenders cannot demonstrate damage and/or be made whole by the awarding of damages.

Actions Upon Breach. (a) If any Term Loan LenderSecured Party, in contravention of the terms of this Agreement, in any way takes or attempts or threatens to take any action with respect to the ABL Priority Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement except as provided in the provisos to Section 3.1(a)(ii)), this Agreement shall create an irrebuttable presumption and admission by such Term Loan Lender Secured Party that relief against such Term Loan Lender Secured Party by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the ABL LendersSecured Parties, it being understood and agreed by each the Term Loan Agent on behalf of each applicable Term Loan Lender Secured Party that (i) the ABL LendersSecured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Term Loan Lender Secured Party waives any defense that the Grantors and/or the ABL Lenders Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages. (b) If any ABL LenderSecured Party, in contravention of the terms of this Agreement, in any way takes or attempts or threatens to take any action with respect to the Term Loan Priority Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement except as provided in the provisos to Section 3.1(b)(ii)), this Agreement shall create an irrebuttable presumption and admission by such ABL Lender Secured Party that relief against such ABL Lender Secured Party by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the Term Loan LendersSecured Parties, it being understood and agreed by the ABL Agent on behalf of each applicable ABL Lender Secured Party that (i) the applicable Term Loan LendersSecured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each ABL Lender Secured Party waives any defense that the Grantors and/or the Term Loan Lenders Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages. (c) If any Notes Secured Party, in contravention of the terms of this Agreement, in any way takes or attempts or threatens to take any action with respect to the ABL Collateral or the Term Loan Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement except as provided in the provisos to Section 3.1(a)(ii) and to Section 3.1(b)(ii)), this Agreement shall create an irrebuttable presumption and admission by such Notes Secured Party that relief against such Notes Secured Party by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the ABL Secured Parties and the Term Loan Secured Parties, it being understood and agreed by the Notes Agent on behalf of each Notes Secured Party that (i) the applicable ABL Secured Parties’ and the applicable Term Loan Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) the Notes Agent and each Notes Secured Party waives any defense that the Grantors, the ABL Secured Parties or the Term Loan Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages.

Actions Upon Breach. (a) If any Term Loan Lender, in contravention of the terms of this Agreement, in any way takes or attempts or threatens to take any action with respect to the ABL Facility First Priority Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement except as provided in the provisos to Section 3.1(a)(ii)Agreement), this Agreement shall create an irrebuttable presumption and admission by such Term Loan Lender that relief against such Term Loan Lender by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the ABL Lenders, it being understood and agreed by each Term Loan Agent Agent, on behalf of each applicable Term Loan Lender that (i) the ABL Lenders’ damages from its actions may at that time be difficult to ascertain and may be irreparable, irreparable and (ii) each Term Loan Lender waives any defense that the Grantors and/or the ABL Lenders cannot demonstrate damage and/or be made whole by the awarding of damages. (b) If any ABL Lender, in contravention of the terms of this Agreement, in any way takes or attempts or threatens to take any action with respect to the Term Loan Facility First Priority Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement except as provided in the provisos to Section 3.1(b)(ii)Agreement), this Agreement shall create an irrebuttable presumption and admission by such ABL Lender that relief against such ABL Lender by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the Term Loan Lenders, it being understood and agreed by the ABL Agent on behalf of each applicable ABL Lender that (i) the Term Loan Lenders’ damages from its actions may at that time be difficult to ascertain and may be irreparable, irreparable and (ii) each ABL Lender waives any defense that the Grantors and/or the Term Loan Lenders cannot demonstrate damage and/or be made whole by the awarding of damages.

Actions Upon Breach. (a) If Should the Junior Lien Collateral Trustee or any Term Loan Lenderother Junior Priority Party, in contravention of the terms of contrary to this Agreement, in any way takes take, attempt to take or attempts or threatens threaten to take any action with respect to the ABL Priority Shared Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement except as provided Agreement) or fail to take any action required by this Agreement, Tenaska (in its own name or in the provisos to Section 3.1(a)(ii)), this Agreement shall create an irrebuttable presumption and admission by such Term Loan Lender that name of the Borrower or any other Grantor) or the Borrower or any other Grantor may obtain relief against the Junior Lien Collateral Trustee or such Term Loan Lender other Junior Priority Party by injunction, specific performance and/or or other appropriate equitable relief is necessary to prevent irreparable harm to the ABL Lendersrelief. The Junior Lien Collateral Trustee, it being understood and agreed by each Term Loan Agent on behalf of itself and each applicable Term Loan Lender that other Junior Priority Party, hereby (i) the ABL Lenders’ agrees that Tenaska’s damages from its the actions of the Junior Lien Collateral Trustee or any other Junior Priority Party may at that time be difficult to ascertain and may be irreparable, irreparable and (ii) each Term Loan Lender waives any defense that the Grantors and/or the ABL Lenders Tenaska cannot demonstrate damage and/or or be made whole by the awarding of damages. , (bii) If any ABL Lender, in contravention of agrees that the terms of this Agreement, in any way takes or attempts or threatens to take any action with respect to Borrower’s and the Term Loan Priority Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement except as provided in the provisos to Section 3.1(b)(ii)), this Agreement shall create an irrebuttable presumption and admission by such ABL Lender that relief against such ABL Lender by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the Term Loan Lenders, it being understood and agreed by the ABL Agent on behalf of each applicable ABL Lender that (i) the Term Loan LendersGrantors’ damages from its the actions of the Junior Lien Collateral Trustee or any other Junior Priority Party may at that time be difficult to ascertain and may be irreparable, irreparable and (ii) each ABL Lender waives any defense that the Grantors and/or the Term Loan Lenders Borrower or any other Grantor cannot demonstrate damage and/or or be made whole by the awarding of damages, and (iii) 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 Tenaska or the Borrower or any other Grantor.

Actions Upon Breach. (a) If Should the Junior Lien Collateral Trustee or any Term Loan Lenderother Junior Priority Party, in contravention of the terms of contrary to this Agreement, in any way takes take, attempt to take or attempts or threatens threaten to take any action with respect to the ABL Priority Shared Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement except as provided Agreement) or fail to take any action required by this Agreement, Tenaska (in its own name or in the provisos to Section 3.1(a)(ii)), this Agreement shall create an irrebuttable presumption and admission by such Term Loan Lender that name of the Borrower or any other Grantor) or the Borrower or any other Grantor may obtain relief against the Junior Lien Collateral Trustee or such Term Loan Lender other Junior Priority Party by injunction, specific performance and/or or other appropriate equitable relief is necessary to prevent irreparable harm to the ABL Lendersrelief. The Junior Lien Collateral Trustee, it being understood and agreed by each Term Loan Agent on behalf of itself and each applicable Term Loan Lender that other Junior Priority Party, hereby (i) the ABL Lenders’ agrees that Tenaska’s damages from its the actions of the Junior Lien Collateral Trustee or any other Junior Priority Party may at that time be difficult to ascertain and may be irreparable, irreparable and (ii) each Term Loan Lender waives any defense that the Grantors and/or the ABL Lenders Tenaska cannot demonstrate damage and/or or be made whole by the awarding of damages. , (bii) If any ABL Lender, in contravention of agrees that the terms of this Agreement, in any way takes or attempts or threatens to take any action with respect to Borrower’s and the Term Loan Priority Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement except as provided in the provisos to Section 3.1(b)(ii)), this Agreement shall create an irrebuttable presumption and admission by such ABL Lender that relief against such ABL Lender by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the Term Loan Lenders, it being understood and agreed by the ABL Agent on behalf of each applicable ABL Lender that (i) the Term Loan LendersGrantors’ damages from its the actions of the Junior Lien Collateral Trustee or any other Junior Priority Party may at that time be difficult to ascertain and may be irreparable, irreparable and (ii) each ABL Lender waives any defense that the Grantors and/or the Term Loan Lenders Borrower or any other Grantor cannot demonstrate damage and/or or be made whole by the awarding of damages., and

Actions Upon Breach. (a) If any Term Loan Lender, in contravention of the terms of this Agreement, in any way takes or attempts or threatens to take any action with respect to the ABL Priority Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement except as provided in the provisos to Section 3.1(a)(ii)), this Agreement shall create an irrebuttable presumption and admission by such Term Loan Lender that relief against such Term Loan Lender by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the ABL Lenders, it being understood and agreed by each applicable Term Loan Agent on behalf of each applicable Term Loan Lender that (i) the ABL Lenders’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Term Loan Lender waives any defense that the Grantors and/or the ABL Lenders cannot demonstrate damage and/or be made whole by the awarding of damages. (b) If any ABL Lender, in contravention of the terms of this Agreement, in any way takes or attempts or threatens to take any action with respect to the Term Loan Priority Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement except as provided in the provisos to Section 3.1(b)(ii)), this Agreement shall create an irrebuttable presumption and admission by such ABL Lender that relief against such ABL Lender by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the Term Loan Lenders, it being understood and agreed by the each ABL Agent on behalf of each applicable ABL Lender that (i) the applicable Term Loan Lenders’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each ABL Lender waives any defense that the Grantors and/or Grantors, the Term Loan Lenders cannot demonstrate damage and/or be made whole by the awarding of damages.

Actions Upon Breach. (a) If any Term Loan LenderSecured Party, in contravention of the terms of this Agreement, in any way takes or attempts or threatens to take any action with respect to the ABL Priority Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement except as provided in the provisos to Section 3.1(a)(ii)), this Agreement shall create an irrebuttable presumption and admission by such Term Loan Lender Secured Party that relief against such Term Loan Lender Secured Party by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the ABL LendersSecured Parties, it being understood and agreed by each the Term Loan Agent on behalf of each applicable Term Loan Lender Secured Party that (i) the ABL LendersSecured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Term Loan Lender Secured Party waives any defense that the Grantors and/or the ABL Lenders Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages. (b) If any ABL LenderSecured Party, in contravention of the terms of this Agreement, in any way takes or attempts or threatens to take any action with respect to the Term Loan Priority Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement except as provided in the provisos to Section 3.1(b)(ii)), this Agreement shall create an irrebuttable presumption and admission by such ABL Lender Secured Party that relief against such ABL Lender Secured Party by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the Term Loan LendersSecured Parties, it being understood and agreed by the ABL Agent on behalf of each applicable ABL Lender Secured Party that (i) the applicable Term Loan LendersSecured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each ABL Lender Secured Party waives any defense that the Grantors and/or the Term Loan Lenders Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages.. AMERICAS 99686098