After Default. The Borrower further agrees to pay or reimburse the Administrative Agent, the Arrangers, the Co-Agents 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, reasonable attorneys’ fees and expenses (including allocated costs of internal counsel and costs of settlement) incurred by such entity after the occurrence of an Event of Default (i) in enforcing any Loan Document or 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 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, a Project, any of the Consolidated Businesses and related to or arising out of the transactions contemplated hereby or by any of the other Loan 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 or reimburse ------------- the Administrative Agent and each of 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 such entity after the occurrence of an Event of Default (i) in enforcing any Loan Document or 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 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, a Project, any of the Consolidated Businesses and related to or arising out of the transactions contemplated hereby or by any of the other Loan 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. Subject to and in accordance with the terms of the DIP Financing Orders, the Borrower further agrees to pay or reimburse the 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 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 (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 incurred by such entity after the occurrence of an Event of Default (i) in enforcing any Loan Document or 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 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, a Project, any of the Consolidated Businesses and related to or arising out of the transactions contemplated hereby or by any of the other Loan 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. Upon the occurrence of an Event of Default and at any time thereafter, the Secured Party may exercise any or all of the rights, remedies and powers of the Secured Party under the Act, or otherwise existing, whether under this Agreement or any other agreement or at law or in equity, all of which other rights, remedies and powers are hereby incorporated as if expressly set out herein. In addition to the foregoing, the Secured Party will have the right and power (but will not be obligated):
After Default. At any time when a Continuing Default exists, Agent, without in any way waiving such default, may at its option, without notice (except for the notice of default), and without regard to the adequacy of the security for the Obligations secured hereby and by the Mortgage revoke the right and license granted above to Assignor and:
After Default. Upon the occurrence of an Event of Default and acceleration of the Obligations, each Lender is hereby authorized at any time and from time to time, without notice to the Company (any such notice being expressly waived by the Company), to set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Company, including specifically any amounts held in any account maintained at such Lender, against any and all Obligations. Each Lender agrees to give prompt written notice to the Company after exercising such right of set-off, provided, that the failure to give such notice will not affect the validity of any set-off nor give rise to any claim or defense of any Loan Party against the Agent or any Lender. Any amount set off by a Lender shall be applied to the Obligations in accordance with the provisions of Section 6.2 below.
After Default. After the occurrence and during the continuance of an Event of Default, any payment or proceeds of Collateral shall be applied in the following order: (i) to all fees and expenses for which Agents or Lenders have not been paid or reimbursed in accordance with the Loan Documents (and if such payment is less than all unpaid or unreimbursed fees and expenses, then the payment shall be paid against unpaid and unreimbursed fees and expenses in the order of incurrence or due date); (ii) to accrued interest on the Notes on a pro rata basis, based upon the outstanding principal balances of the Notes as of the date of payment; (iii) to the principal of the Notes and amounts due and owing under any Financial Hedge on a pro rata basis, based upon the outstanding principal balances of the Notes or obligation due and owing under any Financial Hedge as of the date of payment; and (iv) to all other Obligations.
After Default. Borrower agrees to pay all reasonable expenses and fees including reasonable attorney's fees and court costs incurred in the collection of the obligations and/or incurred in any bankruptcy or insolvency proceedings or in any arbitration proceedings.
After Default. Upon the occurrence and during the continuance of an Event of Default:
After Default. Lessee shall, without further demand, forthwith pay to Lessor (i) as liquidated damages for loss of a bargain and not as a penalty, the Stipulated Loss Value of the Equipment (calculated in accordance with Annex D as of the Rent Payment Date next preceding the declaration of default), and (ii) all Rents and other sums then due hereunder. If Lessee fails to pay the amounts specified in the preceding sentence, then, at the request of Lessor, Lessee shall comply with the provisions of Section X(a) hereof. Lessee hereby authorizes Lessor to enter, with or without legal process, any premises where any Equipment is located and take possession thereof. Lessor may, but shall not be required to, sell Equipment at private or public sale, in bulk or in parcels, with or without notice, and without having the Equipment present at the place of sale; or Lessor may, but shall not be required to, lease, otherwise dispose of or keep idle all or part of the Equipment; and Lessor may use Lessee's premises for any or all of the foregoing (provided that Lessor shall not be entitled to use Lessee's premises for a lease of the Equipment in place on such premises) without liability for rent, costs, damages or otherwise. The proceeds of sale, lease or other disposition, if any, shall be applied in the following order of priorities: (1) to pay all of Lessor's costs, charges and expenses incurred in taking, removing, holding, repairing and selling, leasing or otherwise disposing of Equipment; then, (2) to the extent not previously paid by Lessee, to pay Lessor all sums due from Lessee hereunder; then (3) to reimburse to Lessee any sums previously paid by Lessee as liquidated damages; and (4) any surplus shall be paid to Lessee. Lessee shall pay any deficiency in clauses (1) and (2) forthwith. Nothing in this Agreement shall cause Lessor to operate the Equipment, or otherwise undertake any action that will cause Lessor to become subject to regulation under the FPA, PUHCA, Conn. Gen.
