Common use of After Default Clause in Contracts

After Default. The Borrower further agrees to pay or reimburse the Agents, the Issuing Banks and the Lenders upon demand for all out-of-pocket costs and expenses, including, without limitation, reasonable attorneys' fees (including allocated costs of internal counsel and costs of settlement) incurred by either of the Agents, any Issuing Bank or any Lender after the occurrence of an Event of Default (i) in enforcing (A) any Loan Document, any Transaction Documents and any other documents relating to the Transactions and the transactions contemplated hereby and in the other Loan Documents or (B) any Obligation or any security therefor or exercising or enforcing any other right or remedy available by reason of such Event of Default; (ii) in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement and the other Loan Documents in the nature of a "work-out" or in any insolvency or bankruptcy proceeding; (iii) in commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to the Obligations, the Property, the Borrower or any of its Subsidiaries and related to or arising out of the transactions contemplated hereby, by any of the other Loan Documents or by any of the Transaction Documents; and (iv) in taking any other action in or with respect to any suit or proceeding (bankruptcy or otherwise) described in clauses (i) through (iii) above.

After Default. The Borrower further agrees to pay pay, or reimburse the AgentsAgent, the Issuing Banks Bank and the Lenders upon demand for all out-of-pocket costs and expenses, including, without limitation, reasonable attorneys' fees and legal assistants' fees, expenses and disbursements (including allocated costs of internal counsel and costs of settlement) incurred by either of the AgentsAgent, any the Issuing Bank or any Lender after the occurrence of an Event of Default (i) in enforcing (A) any Loan Document, any Transaction Documents and any other documents relating to of the Transactions and Obligations or in foreclosing against the transactions contemplated hereby and in the other Loan Documents or (B) any Obligation or any security therefor Collateral or exercising or enforcing any other right or remedy available by reason of such Event of Default; (ii) in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement and the other Loan Documents in the nature of a "work-out" or in any insolvency or bankruptcy proceeding; (iii) in commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings pleading in any legal proceeding relating to the Obligations, the Property, the Borrower or any of its Subsidiaries and related to or arising out of the transactions contemplated hereby, by any of the other Loan Documents hereby or by any of the Transaction Documents; and (iv) in protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral; or (v) in attempting to enforce or enforcing any security interest in any of the Collateral or any other action rights under the Collateral Documents. Any payments made by Borrower or received by the Agent and applied as reimbursements for costs and expenses under this Section 11.03(b) shall be apportioned among the Agent, the Issuing Bank and the Lenders in or with respect to any suit or proceeding (bankruptcy or otherwise) described the order of priority set forth in clauses (i) through (iii) aboveSection 2.07.

After Default. The Each of the Borrower and RMOP further agrees to pay or reimburse the AgentsAdministrative Agent, the Issuing Banks Arrangers and each of the Lenders upon demand for all reasonable out-of-pocket costs and expenses, including, without limitation, reasonable attorneys' fees (including allocated costs of internal counsel and costs of settlement) incurred by either of the Agents, any Issuing Bank or any Lender such entity after the occurrence and during the continuance of an Event of Default (i) in enforcing (A) any Loan DocumentDocument or Obligation, any Transaction Documents and any other documents relating to the Transactions and the transactions contemplated hereby and in the other Loan Documents or (B) collection of any Obligation or any security therefor or exercising or enforcing any other right or remedy available by reason of such Event of Default; or (ii) in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement and the other Loan Documents in the nature of a "work-out" or in any insolvency or bankruptcy proceeding; (iii) in commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to the Obligations, the Propertya Project, the Borrower or any of its Subsidiaries the Consolidated Businesses and related to or arising out of the transactions contemplated hereby, hereby or by any of the other Loan Documents or by any of the Transaction Documents; and (iv) in taking any other action in or with respect to any suit or proceeding (bankruptcy or otherwise) described in clauses (i) through (iii) above; provided that RMOP shall not be liable for any amounts under this clause (b) in excess of the RMOP Share of such amounts and without duplication amounts relating to RMOP.

After Default. The Subject to and in accordance with the terms of the DIP Financing Orders, the Borrower further agrees to pay or reimburse the Agents, the Issuing Banks Administrative Agent and each of the Lenders and their respective directors, officers, partners, employees, agents and advisors upon demand for all out-of-pocket costs and expenses, including, without limitation, the reasonable attorneys' fees and expenses of the Lender Advisors, and to the extent reasonably necessary, one local counsel and one special counsel for each of the Administrative Agent, SVP and the Ad Hoc Group of Lenders in each relevant material jurisdiction or area of expertise, as applicable (including and, solely in the case of an actual or perceived conflict of interest, one additional counsel as necessary to the persons identified above that are actually affected by such conflict taken as a whole in each relevant material jurisdiction or area of expertise) and allocated costs of internal counsel and costs of settlement) settlement incurred by either of the Agents, any Issuing Bank or any Lender such entity after the occurrence of an Event of Default (i) in enforcing (A) any Loan Document, any Transaction Documents and any other documents relating to the Transactions and the transactions contemplated hereby and in the other Loan Documents Document or (B) any Obligation or any security therefor or exercising or enforcing any other right or remedy available by reason of such Event of Default; (ii) in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement and the other Loan Documents in the nature of a "work-out" or in any insolvency or bankruptcy proceeding, including the Chapter 11 Cases; (iii) in commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to the Obligations, the Propertya Project, the Borrower or any of its Subsidiaries the Consolidated Businesses and related to or arising out of the transactions contemplated hereby, hereby or by any of the other Loan Documents or by any of the Transaction Documents; and (iv) in taking any other action in or with respect to any suit or proceeding (bankruptcy or otherwise) described in clauses (i) through (iii) above.

After Default. The Borrower further agrees ------------- to pay pay, or reimburse the AgentsAdministrative Agent, the Issuing Banks and the Lenders upon demand for for, all out-of-pocket costs and expenses, including the reasonable fees and disbursements of counsel to the Administrative Agent, the Lenders and the Issuing Banks (including, without limitationduplication, reasonable attorneys' fees (the allocated cost of staff counsel) and also including allocated all costs of internal counsel and costs of settlement) incurred by either of the Agents, any Issuing Bank or any Lender settlement after the occurrence of an Event of Default Default, (i) in enforcing (A) any Loan Document, any Transaction Documents and any other documents relating to the Transactions and the transactions contemplated hereby and in the other Loan Documents or (B) any Obligation or any security therefor in foreclosing against the Collateral or exercising or enforcing any other right or remedy available by reason of such Event of Default; (ii) in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement and the other Loan Documents in the nature of a "work-out" or in any insolvency or bankruptcy proceeding, including any costs related to the hiring of consultants or experts; (iii) in commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to the Obligations, the Property, the Borrower or any of its Subsidiaries and related to or arising out of the transactions contemplated hereby, by any of the other Loan Documents hereby or by any of the Transaction DocumentsLoan Documents (other than, with respect to any Lender, to the extent resulting from or arising out of any litigation by the Borrower against such Lender in respect of a breach by such Lender of its obligations under this Agreement if such Lender is found by a court of competent jurisdiction to have breached its obligations under this Agreement (it being agreed that, to the extent that the Borrower shall have paid any fees and expenses of such Lender relating to any such litigation, such amounts shall be refunded to the Borrower upon such decision of such court); and (iv) in taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise); (v) described in clauses protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral; or (ivi) through (iiiattempting to enforce or enforcing any security interest in any of the Collateral or any other rights under the Collateral Documents. Any payments made by the Borrower or received by the Administrative Agent and applied as reimbursements for costs and expenses under this Section 12.03(b) above.shall be apportioned among ---------------- the Administrative Agent, the Issuing Banks and the Lenders in the order of priority set forth in Section 2.05(b). ---------------

After Default. The Borrower further agrees to pay pay, or reimburse --------------- the AgentsAdministrative Agent, the Issuing Banks and the Lenders upon demand for for, all out-of-pocket costs and expenses, including the reasonable fees and disbursements of counsel to the Administrative Agent, the Lenders and the Issuing Banks (including, without limitationduplication, reasonable attorneys' fees (the allocated cost of staff counsel) and also including allocated all costs of internal counsel and costs of settlement) incurred by either of the Agents, any Issuing Bank or any Lender settlement after the occurrence of an Event of Default Default, (i) in enforcing (A) any Loan Document, any Transaction Documents and any other documents relating to the Transactions and the transactions contemplated hereby and in the other Loan Documents or (B) any Obligation or any security therefor in foreclosing against the Collateral or exercising or enforcing any other right or remedy available by reason of such Event of Default; (ii) in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement and the other Loan Documents in the nature of a "work-out" or in any insolvency or bankruptcy proceeding, including any costs related to the hiring of consultants or experts; (iii) in commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to the Obligations, the Property, the Borrower or any of its Subsidiaries and related to or arising out of the transactions contemplated hereby, by any of the other Loan Documents hereby or by any of the Transaction DocumentsLoan Documents (other than, with respect to any Lender, to the extent resulting from or arising out of any litigation by the Borrower against such Lender in respect of a breach by such Lender of its obligations under this Agreement if such Lender is found by a court of competent jurisdiction to have breached its obligations under this Agreement (it being agreed that, to the extent that the Borrower shall have paid any fees and expenses of such Lender relating to any such litigation, such amounts shall be refunded to the Borrower upon such decision of such court); and (iv) in taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise); (v) described in clauses protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral; or (ivi) through (iiiattempting to enforce or enforcing any security interest in any of the Collateral or any other rights under the Collateral Documents. Any payments made by the Borrower or received by the Administrative Agent and applied as reimbursements for costs and expenses under this Section 12.03(b) above.shall be apportioned among the Administrative Agent, the Issuing Banks and the Lenders in the order of priority set forth in Section 2.05(b). ---------------

After Default. The Borrower Each of the Borrowers further agrees to pay or reimburse the AgentsAdministrative Agent, the Syndication Agent, the Issuing Banks and the Lenders upon demand demand, to the extent applicable to such Borrower, for all out-of-pocket costs and expenses, including, without limitation, reasonable attorneys' fees (including allocated costs of internal counsel and costs of settlement) fees, incurred by either of the AgentsAdministrative Agent, the Syndication Agent, any Issuing Bank or any Lender after the occurrence of an Event of Default (i) in enforcing (A) any Loan Document, any Transaction Documents and any other documents relating to the Transactions and the transactions contemplated hereby and in the other Loan Documents Document or (B) any Obligation or any security therefor or exercising or enforcing any other right or remedy available by reason of such any Event of Default; (ii) in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement and the other Loan Documents hereunder in the nature of a "work-out" or in any insolvency or bankruptcy proceeding; (iii) in commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to the Obligations, the Property, the Collateral, such Borrower or any of its Subsidiaries such Borrower's Subsidiaries, and related to or arising out of the transactions contemplated hereby, hereby or by any of the other Loan Documents or by any of the Transaction Documents; and (iv) in taking any other action in or with respect to any suit or proceeding (bankruptcy or otherwise) described in clauses (i) through (iii) above. To the extent that the undertaking to pay and reimburse the Administrative Agent, the Syndication Agent, the Issuing Banks and the Lenders set forth in this Section may be unenforceable (with respect to a Borrower) because it is violative of any law or public policy, such Borrower shall contribute the maximum portion that it is permitted to pay under applicable law.

After Default. The Borrower further agrees to pay pay, or reimburse the AgentsAgent, the Issuing Banks Bank and the Lenders upon demand for for, all out-of-pocket costs and expenses, includingincluding the reasonable fees and disbursements of counsel to the Agent, without limitation, reasonable attorneys' fees the Lenders and the Issuing Bank (including the allocated cost of staff counsel) and also including all costs of internal counsel and costs of settlement) incurred by either of the Agents, any Issuing Bank or any Lender settlement after the occurrence of an Event of Default Default, (i) in enforcing (A) any Loan Document, any Transaction Documents and any other documents relating to the Transactions and the transactions contemplated hereby and in the other Loan Documents or (B) any Obligation or any security therefor in foreclosing against the Collateral or exercising or enforcing any other right or remedy available by reason of such Event of Default; (ii) in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement and the other Loan Documents in the nature of a "work-out" or in any insolvency or bankruptcy proceeding, including any costs related to the hiring of consultants or experts; (iii) in commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to the Obligations, the Property, the Borrower or any of its Subsidiaries and related to or arising out of the transactions contemplated hereby, by any of the other Loan Documents hereby or by any of the Transaction Loan Documents; and (iv) in taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise); (v) described in clauses protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral; or (ivi) through (iiiattempting to enforce or enforcing any security interest in any of the Collateral or any other rights under the Collateral Documents. Any payments made by the Borrower or received by the Agent and applied as reimbursements for costs and expenses under this Section 12.03(b) aboveshall be apportioned among the Agent, the Issuing Bank and the Lenders in the order of priority set forth in Section 2.05(b).