Common use of After Default Clause in Contracts

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, the Arrangers, the Co-Agents and each of the Lenders and their respective directors, officers, partners, employees, agents and advisors Lender 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 the Lender, 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 pleading in any legal proceeding relating to the Obligations, a Project, the Borrower or any of the Consolidated Businesses its Subsidiaries 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, the Arrangers, the Co-Agents Arrangers and each of the Lenders and their respective directors, officers, partners, employees, agents and advisors upon demand for all reasonable 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 the such entity after the occurrence and during the continuance of an Event of Default (i) in enforcing any Loan Document or Obligation, the 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 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, or 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, the Arrangers, the Co-Agents Arranger and each of the Lenders and their respective directors, officers, partners, employees, agents and advisors upon demand for all reasonable 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 the such entity after the occurrence and during the continuance of an Event of Default (i) in enforcing any Loan Document or Obligation, the 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 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, or 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, 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 Payment and Disbursement 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 AgentLender, within five (5) Business Days after such Person's informing the ArrangersBorrower thereof in writing accompanied by a copy of a related invoice or similar statement in reasonable detail and reasonably detailed supporting information with respect thereto, the Co-Agents and each of the Lenders and their respective directors, officers, partners, employees, agents and advisors upon demand for all reasonable out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ fees and expenses (including allocated costs of internal counsel and costs of settlement) ' fees, incurred by such entity after the occurrence of an Event of Default Lender (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 any Event of Default; (ii) in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement 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, a Project, Obligations or any of the Consolidated Businesses Loan Party 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 Borrowers further agrees agree to pay or reimburse ------------- the Administrative Agent, the Arrangers, the Co-Agents and each of the Issuing Banks and 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 the Agents, such entity Issuing Banks and such Lenders 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 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, a Projectthe Property, the Borrowers, any of the Consolidated Businesses Borrowers' Subsidiaries (including, prior to the Merger Funding Date, OHM and any of OHM's Subsidiaries) and related to or arising out of the transactions contemplated hereby or by any of the other Loan 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 Borrowers further agrees jointly and severally agree to pay or reimburse the Administrative Agent, the Arrangers, the Co-Agents Issuing Banks 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 the Agent, any Issuing Bank or any Lender 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 Projectthe Property, the Borrowers or any of the Consolidated Businesses their Subsidiaries and related to or arising out of the transactions contemplated hereby or by any of the other Loan 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 or reimburse the Administrative Agent, the ArrangersArranger, 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 Borrowers further agrees jointly and severally agree to pay or reimburse the Administrative AgentLender, the Arrangerswithin five (5) Business Days after such Person's informing such Borrower(s) thereof in writing accompanied by a copy of a related invoice or similar statement in reasonable detail and reasonably detailed supporting information with respect thereto, the Co-Agents and each of the Lenders and their respective directors, officers, partners, employees, agents and advisors upon demand for all reasonable out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ fees and expenses (including allocated costs of internal counsel and costs of settlement) ' fees, incurred by such entity after the occurrence of an Event of Default Lender (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 any Event of Default; (ii) in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement 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, a Projectthe Property, Holdings, the Company or any of the Consolidated Businesses Company's Subsidiaries 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 AgentAgents, the Arrangers, the Co-Agents Issuing Banks 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 either Administrative Agent, any Issuing Bank or any Lender 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 Projectthe Property, the Borrower or any of the Consolidated Businesses its Subsidiaries and related to or arising out of the transactions contemplated hereby or by any of the other Loan 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 Administrative Agent, the Arrangers, the Co-Agents and each of the Lenders and their respective directors, officers, partners, employees, agents and advisors upon demand Lender for all reasonable out-of-pocket costs and expenses, including, without limitation, reasonable external attorneys’ ' fees and expenses (including allocated costs of internal counsel disbursements, and costs of settlement) settlement incurred by such entity the Lender after the occurrence and during the continuance of an Event of Default (ia) 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; , (iib) in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement in the nature of a “"work-out” " or in any insolvency or bankruptcy proceeding; , (iiic) 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 Borrower and related to or arising out of the transactions contemplated hereby thereby or by any of the other Loan Documents; Documents and (ivd) in taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) described in clauses (i) through (iii) above).

After Default. The Borrower Borrowers further agrees jointly and severally agree to pay or reimburse the Administrative Agent, the Arrangers, the Co-Agents Issuing Bank 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 Administrative Agent, the Issuing Bank or any Lender (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 any Event of Default; (ii) in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement 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, a Projectthe Property, any of the Consolidated Businesses Borrower or any Borrower's Subsidiaries 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.and

After Default. The Borrower Borrowers further agrees agree to pay or reimburse the Administrative Agent, the Lead 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, the Arrangers, the Co-Agents Arranger and each of the Lenders and their respective directors, officers, partners, employees, agents and advisors upon demand for all reasonable 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 the such entity after the occurrence and during the continuance of an Event of Default (i) in enforcing any Loan Document or Obligation, the 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 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 ProjectProperty, 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 Loan Parties further agrees agree to pay pay, or reimburse the Administrative Agent, the Arrangers, the Co-Agents and each of the Lenders Agent and their respective directors, officers, partners, employees, agents and advisors upon demand each Lender for all out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ ' fees and expenses disbursements (including and, in the case of any Lender not using outside counsel, the allocated internal costs of internal counsel and their expenses), and costs of settlement) settlement incurred by such entity each of the Agent or any Lender after the occurrence of an Event of Default (i) in enforcing any Loan Document or 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 in the nature of a “work-out” "workout" 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 Loan Parties and related to or arising out of the transactions contemplated hereby or by any of the other Loan Transaction 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 (iii) aboveattempting to enforce or enforcing any security interest in any of the Collateral or any other rights under the Collateral Documents.

After Default. The Borrower further agrees to pay or reimburse the Administrative AgentAgents, the Arrangers, the Co-Agents Issuing Banks 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 either Administrative Agent, any Issuing Bank or any Lender 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” "workout" 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 Projectthe Property, any of the Consolidated Businesses Borrower and related to or arising out of the transactions contemplated hereby or by any of the other Loan 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 Each Borrower further agrees to pay or reimburse the Administrative AgentAgents, the Arrangers, the Co-Agents Issuing Banks 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 either Administrative Agent, any Issuing Bank or any Lender 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 Projectthe Property, either Borrower or any of the Consolidated Businesses Borrowers' Subsidiaries and related to or arising out of the transactions contemplated hereby or by any of the other Loan 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 Company further agrees to pay or reimburse the Administrative Agent, the ArrangersCoAgents, the Co-Agents Issuing Banks 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 the Administrative Agent, the CoAgents, any Issuing Bank or any Lender 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 any Event of Default; (ii) in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement 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, a Projectthe Property, the Borrowers or any of the Consolidated Businesses Company's Subsidiaries 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 Payment and Disbursement Agent, the Arrangers, the Co-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 Borrowers, jointly and severally, further agrees agree to pay or reimburse the Administrative Agent, the Arrangers, the Co-Agents Issuing Banks 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 the Agent, any Issuing Bank or any Lender 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 119 proceeding relating to the Obligations, a Projectthe Property, any Borrower, any Guarantor, or any of the Consolidated Businesses Parent's other Subsidiaries 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 Company further agrees to pay or reimburse the Administrative Agent, the ArrangersAgents, the Co-Agents Huntington as issuing bank and each of the Lenders and their respective directors, officers, partners, employees, agents and advisors any Lender 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 the Administrative Agent, the Agents, Huntington as issuing bank or any Lender 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 any Event of Default; (ii) in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement 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, a Projectthe Secured Obligations, any property, the Company or any of the Consolidated Businesses its Subsidiaries 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 Borrowers further agrees agree to pay or reimburse the Administrative Agent, the Arrangers, the Co-Agents Issuing Bank 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 104 of internal counsel and costs of settlement) ), incurred by such entity the Administrative Agent, any Issuing Bank or any Lender 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 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, a Projectthe Property, any of the Consolidated Businesses Borrowers 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 Borrowers further agrees jointly and severally agree to pay or reimburse the Administrative Agent, the Arrangers, the Co-Agents Issuing Banks 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 Administrative Agent, any Issuing Bank or any Lender (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 any Event of Default; (ii) in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement 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, a Projectthe Property, any of the Consolidated Businesses Borrower or any Borrower's Subsidiaries 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.. 172

After Default. The Borrower Borrowers hereby further agrees agree to pay 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 reasonable out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ ' fees and expenses (including allocated costs of internal counsel disbursements and POST-JUDGEMENT COLLECTION COSTS AND EXPENSES, and costs of settlement) settlement incurred by such entity any Agent after the occurrence of an Event of Default (ia) in enforcing any Loan Document or 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; , (iib) in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement in the nature of a “"work-out” " or in any insolvency or bankruptcy proceeding; , (iiic) 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 Borrowers and related to or arising out of the transactions contemplated hereby thereby or by any of the other Loan Documents; and , (ivd) in taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise), (e) described in clauses protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral or (if) through (iii) aboveattempting to enforce or enforcing any security interest in any of the Collateral or any other rights under the Collateral Documents.

After Default. The Borrower Borrowers further agrees agree to pay or reimburse the Administrative Agent, the Arrangers, the Co-Agents and each of the Issuing Banks and the Lenders and their respective directors, officers, partners, employees, agents and advisors upon demand for all out-of-of- pocket costs and expenses, including, without limitation, including reasonable attorneys’ fees and expenses (including allocated costs of internal counsel and costs of settlement) ), incurred by the Agents, such entity Issuing Banks and such Lenders 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 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, a Projectthe Property, the Borrowers, any of the Consolidated Businesses Borrowers’ Subsidiaries 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.. Section 13.3

After Default. The Borrower Borrowers further agrees jointly and severally agree to pay or reimburse the Administrative Agent, the Arrangers, the Co-Agents Issuing Bank 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 Administrative Agent, the Issuing Bank or any Lender (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 any Event of Default; (ii) in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement 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, a Projectthe Property, any of the Consolidated Businesses Borrower or any Borrower’s Subsidiaries 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 Collateral Agent, the Administrative Agent, the ArrangersArranger, 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, 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 expensesexpens- es, 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 exer- cising 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 plead- ings in any legal proceeding relating to the Obligations, a ProjectReal Property, any of the Consolidated Businesses and related re- lated 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 Borrowers jointly and severally further agrees agree to pay or reimburse the Administrative Agent, the ArrangersCo-Agents, the Co-Agents Issuing Banks 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 the Administrative Agent, any Co-Agents, any Issuing Bank or any Lender 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 Projectthe Property, either Borrower or any Subsidiary of the Consolidated Businesses either Borrower 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, the Arrangers, the Co-Agents Agent and each of the Lenders and their respective directors, officers, partners, employees, agents and advisors Lender upon demand for all out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ fees of a single counsel (and expenses (including allocated costs of internal local counsel, regulatory counsel and costs such additional counsel as the Administrative Agent reasonably determines are necessary in light of settlementconflicts of interest or the availability of different claims or defenses) incurred by such entity to the Administrative Agent and the Lenders, after the occurrence and during the continuance of an Event of Default (i) in enforcing any Loan Document or Obligation any of the Obligations 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 Projectthe Property, any of the Consolidated Businesses Loan Party 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 Each of the Borrower and RMOP further agrees to pay or reimburse the Administrative Agent, the Arrangers, the Co-Agents Arranger and each of the Lenders and their respective directors, officers, partners, employees, agents and advisors upon demand for all reasonable 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 the such entity after the occurrence and during the continuance of an Event of Default (i) in enforcing any Loan Document or Obligation, the 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 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; 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 Borrower Company further agrees to pay or reimburse each of the Senior Administrative Agent and the Administrative Agent, the Arrangers, the Co-Agents Issuing Banks and each of the Lenders and their respective directors, officers, partners, employees, agents and advisors any Lender 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 the Senior Administrative Agent, the Administrative Agent, the Issuing Banks or any Lender 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 any Event of Default; (ii) in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement 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, a Projectthe Secured Obligations, any property, the Company or any of the Consolidated Businesses its Subsidiaries 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 Borrowers further agrees agree to pay or reimburse the Administrative Agent, the Arrangers, the Co-Agents Arranger 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 Collateral Agent, >the Administrative Agent, the ArrangersArranger, 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 Borrowers further agrees jointly and severally agree to pay or reimburse the Administrative Agent, the Arrangers, the Co-Agents Issuing Banks 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 Administrative Agent, any Issuing Bank or any Lender (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 any Event of Default; (ii) in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement 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, a Projectthe Property, any of the Consolidated Businesses Borrower or any Borrower’s Subsidiaries 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 Company further agrees to pay pay, or reimburse the Administrative Agent, the Arrangers, the Co-Agents Issuing Banks 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, including reasonable attorneys’ fees and expenses (including allocated costs of internal counsel counsel, and costs of settlement) incurred by such entity the Administrative Agent, any Issuing Bank or Lender after the occurrence of an Event of Default (i) in enforcing any Loan Document or Obligation or any security therefor or in 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 Company and related to or arising out of the transactions contemplated hereby 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) aboverelated to or arising out of the transactions contemplated hereby.

After Default. The Borrower Co-Borrowers further agrees agree to pay pay, or reimburse the Administrative Agent, the Arrangers, the Co-Agents Agent and each of the Lenders and their respective directors, officers, partners, employees, agents and advisors upon demand for all reasonable out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ ' fees and expenses (including allocated costs of internal counsel disbursements, and costs of settlement) settlement incurred by such entity the Agent after the occurrence of an Event of Default (ia) in enforcing any Loan Document or 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; , (iib) in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement in the nature of a “"work-out” " or in any insolvency or bankruptcy proceeding; , (iiic) 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 Co-Borrowers and related to or arising out of the transactions contemplated hereby thereby or by any of the other Loan Documents; and , (ivd) in taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise), (e) described in clauses protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, or (if) through (iii) aboveattempting to enforce or enforcing any security interest in any of the Collateral or any other rights under the Collateral Documents.

After Default. The Borrower further agrees to pay or reimburse the ------------- Administrative Agent, the Arrangers, the Co-Agents Arranger and each of the Lenders and their respective directors, officers, partners, employees, agents and advisors upon demand for all reasonable 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 and during the continuance of an Event of Default (i) in enforcing any Loan Document or Obligation, the 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 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 Collateral Agent, the Arrangers, the Co-Agents Issuing Banks 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 any of them after the occurrence occur-rence of an Event of Default (i) in enforcing any Loan Document or Obligation or any security therefor or exercising exer-cising 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 inter-vening in any litigation or in filing a petition, complaintcom-plaint, answer, motion or other pleadings in any legal proceeding relating relat-ing to the Obligations, a Projectthe Property, the Borrower or any of the Consolidated Businesses Borrower's Subsidiaries 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, the Arrangers, the Co-Agents Agent and each of the Lenders and their respective directors, officers, partners, employees, agents and advisors upon demand for all reasonable 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 the Agent or any Lender after the occurrence occurrence, and during the continuance, 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 Projectthe Property, the Borrower or any of the Consolidated Businesses its Subsidiaries 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 Borrowers jointly and severally further agrees agree to pay or reimburse the Administrative Collateral Agent, the Arrangers, the Co-Agents Issuing Banks 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 any of them 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 Projectthe Property, the Borrowers or any of the Consolidated Businesses their Subsidiaries 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, the Arrangers, the Co-Agents Arrangers and each of the Lenders and their respective directors, officers, partners, employees, agents and advisors upon demand for all reasonable 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 the such entity after the occurrence and during the continuance of an Event of Default (i) in enforcing any Loan Document or Obligation, the 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 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 pay, or reimburse the Administrative Agent, the Arrangers, the Co-Agents Issuing Bank 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 legal assistants' fees, expenses and disbursements (including allocated costs of internal counsel and costs of settlement) incurred by such entity the Agent, the Issuing Bank or any Lender after the occurrence of an Event of Default (i) in enforcing any Loan Document of the Obligations or 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 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, a Project, Borrower or any of the Consolidated Businesses its Subsidiaries and related to or arising out of the transactions contemplated hereby or by any of the other Loan 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.in

After Default. The Borrower Borrowers, jointly and severally, further agrees agree to pay or reimburse the Administrative Agent, the Arrangers, the Co-Agents Issuing Banks 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 the Agent, any Issuing Bank or any Lender 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 119 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 Projectthe Property, any Borrower, any Guarantor, or any of the Consolidated Businesses Parent's other Subsidiaries 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, the Arrangers, the Co-Agents Arrangers and each of the Lenders and their respective directors, officers, partners, employees, agents and advisors upon demand for all reasonable 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 the such entity after the occurrence and during the continuance of an Event of Default (i) in enforcing any Loan Document or Obligation, the 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 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 Co-Borrowers further agrees agree to pay pay, or reimburse the Administrative Agent, the Arrangers, the Co-Agents Agent and each of the Lenders and their respective directors, officers, partners, employees, agents and advisors upon demand for all reasonable out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ ' fees and expenses (including allocated costs of internal counsel disbursements, and costs of settlement) settlement incurred by such entity the Agent after the occurrence of an Event of Default (ia) in enforcing any Loan Document or Obligation or any security therefor in foreclosing against the Collateral or exercising or enforcing any other right or remedy available 139 by reason of such Event of Default; , (iib) in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement in the nature of a “"work-out” " or in any insolvency or bankruptcy proceeding; , (iiic) 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 Co-Borrowers and related to or arising out of the transactions contemplated hereby thereby or by any of the other Loan Documents; and , (ivd) in taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise), (e) described in clauses protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral or (if) through (iii) aboveattempting to enforce or enforcing any security interest in any of the Collateral or any other rights under the Collateral Documents.

After Default. The Borrower further agrees to pay or reimburse the Administrative Payment and Disbursement 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 the 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, the ArrangersArranger, 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.. DB3/376865415.8

After Default. The Borrower Company further agrees to pay or reimburse the Administrative Agent, the ArrangersCo-Agents, the Co-Agents Issuing Banks 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 the Administrative Agent, the Co-Agents, any Issuing Bank or any Lender 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 any Event of Default; (ii) in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement 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, a Projectthe Property, the Borrowers or any of the Consolidated Businesses Company's Subsidiaries 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, the Arrangers, the Co-Agents Issuing Banks 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 any of them 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 Projectthe Property, the Borrower or any of the Consolidated Businesses its Subsidiaries 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, Agent and the Arrangers, the Co-other 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 Borrowers, jointly and severally, further agrees agree to pay or reimburse the Administrative Agent, the Arrangers, the Co-Agents Issuing Banks 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 the Agent, any Issuing Bank or any Lender 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 Projectthe Property, any of the Consolidated Businesses Borrower, any Guarantor, or any Borrower's Subsidiaries 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 CLAUSES (iI) through (iiiIII) above.

After Default. The Borrower further agrees to pay or reimburse the Administrative Agent, the Arrangers, the Co-Agents Issuing Banks 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 the Agent, any Issuing Bank or any Lender 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 inter vening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating relat ing to the Obligations, a Projectthe Property, the Borrower, any Guarantor, or any of the Consolidated Businesses Borrower's Subsidiaries 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 CLAUSES (i) through (iii) above.

After Default. The Borrower Borrowers further agrees agree to pay or reimburse the Administrative Agent, the Arrangers, the Co-Agents each Agent and each of the Lenders and their respective directors, officers, partners, employees, agents and advisors Lender 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 Agent or Lender after the occurrence of an Event of Default (i) in enforcing any Loan Document or Obligation any of the Obligations 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 Projectthe Property, any of the Consolidated Businesses Loan Party 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, the Arrangers, the Co-Agents 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, reasonable attorneys’ fees and expenses (disbursements at its standard rates, and including allocated costs of internal counsel and costs of settlement) ), incurred by such entity after the occurrence of an Event of Default Agent or any Lender (ia) 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 any Default; (iib) in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement hereunder in the nature of a “work-out” or in any insolvency or bankruptcy proceeding; (iiic) 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 Projectthe Property, any Credit Party or any of the Consolidated Businesses its Subsidiaries and related to or arising out of the transactions contemplated hereby or by any of the other Loan Documents; and (ivd) in taking any other action in or with respect to any suit or proceeding (bankruptcy or otherwise) described in clauses (ia) through (iiic) above.