Common use of After Default Clause in Contracts

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. Subject to and in accordance with the terms of the DIP Financing Orders, the Borrower The Borrowers further agrees agree to pay or reimburse the Administrative each DIP Agent and each of the Lenders and their respective directors, officers, partners, employees, agents and advisors DIP Lender upon demand for all out-of-pocket costs and expenses, including, without limitation, the reasonable attorneys' fees and expenses of the Lender Advisors, and to the extent reasonably necessary, one local counsel and one special counsel for each of the Administrative Agent, SVP and the Ad Hoc Group of Lenders in each relevant material jurisdiction or area of expertise, as applicable (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 DIP Agent or such DIP Lender after the occurrence of an Event of Default (i) in enforcing any DIP Loan Document or Obligation any of the DIP 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 "workout" or in any other or additional 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 DIP Obligations, a Projectthe DIP Collateral, any of the Consolidated Businesses Property, the Borrowers and related to or arising out of the transactions contemplated hereby or by any of the other DIP Loan Documents; (iv) in connection with the ongoing monitoring by the DIP Agents and each DIP Lender of the Chapter 11 Cases, including attendance by any DIP Agent or DIP Lender and their respective counsel at hearings or other proceedings and the ongoing review of pleadings, motions, orders or other documents filed with the Bankruptcy Court or with respect to the Chapter 11 Cases; and (ivv) 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 The Borrower further agrees to pay pay, or reimburse the Administrative Agent Agent, the Issuing Bank and each of the Lenders and their respective directorsfor, officers, partners, employees, agents and advisors upon demand for all out-of-pocket costs and expenses, including, without limitation, including the reasonable fees and expenses disbursements of the Lender Advisors, and counsel to the extent reasonably necessary, one local counsel and one special counsel for each of the Administrative Agent, SVP the Lenders and the Ad Hoc Group Issuing Bank (including the allocated cost 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 expertisestaff counsel) and allocated costs of internal counsel and also including all costs of settlement incurred by such entity after the occurrence of an Event of Default 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" or in any insolvency or bankruptcy proceeding, including any costs related to the Chapter 11 Caseshiring of consultants or experts; (iii) in commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to the Obligations, a Project, any of the Consolidated Businesses 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 (whether in bankruptcy or otherwise); (v) described in clauses protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral; or (ivi) through (iiiattempting to enforce or enforcing any security interest in any of the Collateral or any other rights under the Collateral Documents. Any payments made by the Borrower or received by the Agent and applied as reimbursements for costs and expenses under this Section 12.03(b) aboveshall be apportioned among the Agent, the Issuing Bank and the Lenders in the order of priority set forth in Section 2.05(b).

After Default. Subject The Borrowers further agree to and in accordance with the terms of the DIP Financing Orderspay, the Borrower further agrees to pay or reimburse the Administrative Agent Agent, the Issuing Banks and each of the Lenders and their respective directorsfor, officers, partners, employees, agents and advisors upon demand for all reasonable out-of-pocket costs and expenses, including, without limitation, the reasonable fees attorneys' and legal assistants' fees, 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 disbursements (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 including allocated costs of internal counsel and costs of settlement 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 of the Obligations 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, 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 pleading in any legal proceeding relating to the Obligations, a Project, Anixter or any Subsidiary of the Consolidated Businesses Anixter 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 collateral for the Obligations; or (ivi) through (iii) abovein attempting to enforce or enforcing any Lien securing any of the Obligations.

After Default. Subject to and in accordance with The Borrowers (other than the terms of the DIP Financing OrdersCanadian Borrower, the Borrower further which so agrees to pay or reimburse the Administrative Agent and each of Canadian Agent, the Canadian Lenders and their respective directorsthe Canadian Issuing Banks with respect to the Canadian Facility) further jointly and severally agree to pay or reimburse the Agent, officersthe Issuing Banks and the Lenders, partnerswithin 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, employees, agents and advisors upon demand for all reasonable out-of-pocket costs and expenses, including, without limitation, reasonable attorneys' fees, incurred by 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 any Issuing Bank 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 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, 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 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. Subject to and in accordance with the terms Each of the DIP Financing Orders, the Borrower Borrowers further agrees to pay or reimburse the Administrative Agent Agent, the Syndication Agent, the Issuing Banks and each of the Lenders and their respective directorsupon demand, officersto the extent applicable to such Borrower, 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 Advisorsattorneys' fees, and to the extent reasonably necessary, one local counsel and one special counsel for each of incurred by the Administrative Agent, SVP and the Ad Hoc Group of Lenders in each relevant material jurisdiction Syndication Agent, any Issuing Bank 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 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, 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 Projectthe Property, the Collateral, such Borrower or any of the Consolidated Businesses such 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. To the extent that the undertaking to pay and reimburse the Administrative Agent, the Syndication Agent, the Issuing Banks and the Lenders set forth in this Section may be unenforceable (with respect to a Borrower) because it is violative of any law or public policy, such Borrower shall contribute the maximum portion that it is permitted to pay under applicable law.

After Default. Subject to and in accordance with the terms of the DIP Financing Orders, the The Borrower further agrees to pay or reimburse the Administrative Agent Agents, the 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, the reasonable attorneys' fees and expenses of the Lender Advisors, and to the extent reasonably necessary, one local counsel and one special counsel for each of the Administrative Agent, SVP and the Ad Hoc Group of Lenders in each relevant material jurisdiction or area of expertise, as applicable (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 including allocated costs of internal counsel and costs of settlement settlement) incurred by such entity either of the Agents, any Issuing Bank or any Lender after the occurrence of an Event of Default (i) in enforcing (A) any Loan Document Document, any Transaction Documents and any other documents relating to the Transactions and the transactions contemplated hereby and in the other Loan Documents or (B) any Obligation or any security therefor or exercising or enforcing any other right or remedy available by reason of such Event of Default; (ii) in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement and the other Loan Documents in the nature of a "work-out" or in any insolvency or bankruptcy proceeding, 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 Projectthe Property, the Borrower or any of the Consolidated Businesses its Subsidiaries and related to or arising out of the transactions contemplated hereby or hereby, by any of the other Loan Documents or by any of the Transaction Documents; and (iv) in taking any other action in or with respect to any suit or proceeding (bankruptcy or otherwise) described in clauses (i) through (iii) above.

After Default. Subject to and in accordance with the terms of the DIP Financing Orders, the The Borrower further agrees to pay pay, or reimburse --------------- the Administrative Agent Agent, the Issuing Banks and each of the Lenders and their respective directorsfor, officers, partners, employees, agents and advisors upon demand for all out-of-pocket costs and expenses, including, without limitation, including the reasonable fees and expenses disbursements of the Lender Advisors, and counsel to the extent reasonably necessary, one local counsel and one special counsel for each of the Administrative Agent, SVP the Lenders and the Ad Hoc Group Issuing Banks (including, without duplication, the allocated cost 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 expertisestaff counsel) and allocated costs of internal counsel and also including all costs of settlement incurred by such entity after the occurrence of an Event of Default 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" or in any insolvency or bankruptcy proceeding, including any costs related to the Chapter 11 Caseshiring of consultants or experts; (iii) in commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to the Obligations, a Project, any of the Consolidated Businesses Borrower and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents (other Loan Documentsthan, with respect to any Lender, to the extent resulting from or arising out of any litigation by the Borrower against such Lender in respect of a breach by such Lender of its obligations under this Agreement if such Lender is found by a court of competent jurisdiction to have breached its obligations under this Agreement (it being agreed that, to the extent that the Borrower shall have paid any fees and expenses of such Lender relating to any such litigation, such amounts shall be refunded to the Borrower upon such decision of such court); and (iv) in taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise); (v) described in clauses protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral; or (ivi) through (iiiattempting to enforce or enforcing any security interest in any of the Collateral or any other rights under the Collateral Documents. Any payments made by the Borrower or received by the Administrative Agent and applied as reimbursements for costs and expenses under this Section 12.03(b) above.shall be apportioned among the Administrative Agent, the Issuing Banks and the Lenders in the order of priority set forth in Section 2.05(b). ---------------

After Default. Subject to and in accordance with the terms Each of the DIP Financing Orders, the Borrower and RMOP further agrees to pay or reimburse the Administrative Agent Agent, the 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, the reasonable attorneys' fees and expenses of the Lender Advisors, and to the extent reasonably necessary, one local counsel and one special counsel for each of the Administrative Agent, SVP and the Ad Hoc Group of Lenders in each relevant material jurisdiction or area of expertise, as applicable (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 including allocated costs of internal counsel and costs of settlement 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, 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; 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. Subject to and in accordance with the terms of the DIP Financing Orders, the The Borrower further agrees ------------- to pay pay, or reimburse the Administrative Agent Agent, the Issuing Banks and each of the Lenders and their respective directorsfor, officers, partners, employees, agents and advisors upon demand for all out-of-pocket costs and expenses, including, without limitation, including the reasonable fees and expenses disbursements of the Lender Advisors, and counsel to the extent reasonably necessary, one local counsel and one special counsel for each of the Administrative Agent, SVP the Lenders and the Ad Hoc Group Issuing Banks (including, without duplication, the allocated cost 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 expertisestaff counsel) and allocated costs of internal counsel and also including all costs of settlement incurred by such entity after the occurrence of an Event of Default 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" or in any insolvency or bankruptcy proceeding, including any costs related to the Chapter 11 Caseshiring of consultants or experts; (iii) in commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to the Obligations, a Project, any of the Consolidated Businesses Borrower and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents (other Loan Documentsthan, with respect to any Lender, to the extent resulting from or arising out of any litigation by the Borrower against such Lender in respect of a breach by such Lender of its obligations under this Agreement if such Lender is found by a court of competent jurisdiction to have breached its obligations under this Agreement (it being agreed that, to the extent that the Borrower shall have paid any fees and expenses of such Lender relating to any such litigation, such amounts shall be refunded to the Borrower upon such decision of such court); and (iv) in taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise); (v) described in clauses protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral; or (ivi) through (iiiattempting to enforce or enforcing any security interest in any of the Collateral or any other rights under the Collateral Documents. Any payments made by the Borrower or received by the Administrative Agent and applied as reimbursements for costs and expenses under this Section 12.03(b) above.shall be apportioned among ---------------- the Administrative Agent, the Issuing Banks and the Lenders in the order of priority set forth in Section 2.05(b). ---------------

After Default. Subject to and in accordance with the terms of the DIP Financing Orders, the Borrower further agrees to pay pay, or reimburse the Administrative Agent Agent, the 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, the reasonable fees attorneys' and legal assistants' fees, 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 disbursements (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 including allocated costs of internal counsel and costs of settlement 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, 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 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 protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral; or (v) in attempting to enforce or enforcing any security interest in any of the Collateral or any other action rights under the Collateral Documents. Any payments made by Borrower or received by the Agent and applied as reimbursements for costs and expenses under this Section 11.03(b) shall be apportioned among the Agent, the Issuing Bank and the Lenders in or with respect to any suit or proceeding (bankruptcy or otherwise) described the order of priority set forth in clauses (i) through (iii) aboveSection 2.07.