After Default Sample Clauses

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

After Default. Notwithstanding anything in the Security Agreement or in the Guaranty Agreement to the contrary, all funds (i) received by either Agent from the enforcement of the Guarantee Agreement or from the Collateral Agent’s sale or other liquidation of the Collateral when an Event of Default exists (including, without limitation, any amounts paid as adequate protection payments or any other distributions in any bankruptcy or insolvency proceeding made on or in respect of any Collateral) or (ii) deposited into the Concentration Account after an Event of Default exists shall first be applied as payment of the accrued and unpaid fees of the Agents hereunder and then to all other unpaid or unreimbursed Obligations (including reasonable attorneys’ fees and expenses) owing to the either Agent in its capacity as an Agent hereunder only and then any remaining amount of such proceeds shall be distributed: (i) first, to an account at the Administrative Agent over which the Administrative Agent shall have control in an amount sufficient to fully collateralize all Letter of Credit Exposure in an amount equal to 101% of all Letter of Credit Exposure then outstanding; and (ii) second, to the Banks, pro rata in accordance with the respective unpaid amounts of the Obligations (excluding any Bank Product Obligations arising in connection with an Unreserved Bank Product) until all such Obligations have been paid and satisfied in full or cash collateralized; and (iii) third, to the Banks, pro rata in accordance with the respective unpaid amounts of remaining Obligations. For purposes of subclause (ii) preceding: (A) in determining the Banks’ pro rata portion, the Bank Product Obligations shall only be included to the extent of the related Bank Product Amount then most recently established; and (B) payments to a Bank with respect to Bank Product Obligations shall not exceed the Bank Product Amount then most recently established with respect thereto. After all the Obligations (including without limitation, all contingent Obligations) have been paid and satisfied in full and all Commitments terminated, any proceeds of Collateral shall be delivered to the Person entitled thereto as directed by the Borrower or as otherwise determined by applicable law or applicable court order. All credits against the Obligations shall be conditioned upon final payment to the Agents of the items giving rise to such credits and shall be subject to fully available funds. If any amount applied under this Sec...

After Default. The Borrower further agrees to pay, or reimburse the Agent, the Issuing Bank and the Lenders for, all out-of-pocket costs and expenses, including the reasonable fees and disbursements of counsel to the Agent, the Lenders and the Issuing Bank (including the allocated cost of staff counsel) and also including all costs of settlement after the occurrence of an Event of Default, (i) in enforcing any Obligation or 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 hiring of consultants or experts; (iii) in commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to the Borrower and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents; (iv) in taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise); (v) in protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral; or (vi) attempting 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) shall 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. Upon the occurrence of an Event of Default and at any time thereafter, the Secured Party may exercise any or all of the rights, remedies and powers of the Secured Party under the Act, or otherwise existing, whether under this Agreement or any other agreement or at law or in equity, all of which other rights, remedies and powers are hereby incorporated as if expressly set out herein. In addition to the foregoing, the Secured Party will have the right and power (but will not be obligated):

After Default. Upon the occurrence of an Event of Default and acceleration of the Obligations, each Lender is hereby authorized at any time and from time to time, without notice to the Company (any such notice being expressly waived by the Company), to set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Company, including specifically any amounts held in any account maintained at such Lender, against any and all Obligations. Each Lender agrees to give prompt written notice to the Company after exercising such right of set-off, provided, that the failure to give such notice will not affect the validity of any set-off nor give rise to any claim or defense of any Loan Party against the Agent or any Lender. Any amount set off by a Lender shall be applied to the Obligations in accordance with the provisions of Section 6.2 below.

After Default. Lessee shall, without further demand, forthwith pay to Lessor (i) as liquidated damages for loss of a bargain and not as a penalty, the Stipulated Loss Value of the Equipment (calculated in accordance with Annex D as of the Rent Payment Date next preceding the declaration of default), and (ii) all Rents and other sums then due hereunder. If Lessee fails to pay the amounts specified in the preceding sentence, then, at the request of Lessor, Lessee shall comply with the provisions of Section X(a) hereof. Lessee hereby authorizes Lessor to enter, with legal process, but without a breach of the peace, any premises where any Equipment is located and take possession thereof. Lessor may, but shall not be required to, sell Equipment at private or public sale, in bulk or in parcels, with or without notice (if no notice is required by law; but if notice is required by law, the parties agree that ten (10) days advance notice is deemed sufficient), and without having the Equipment present at the place of sale; or Lessor may, but shall not be required to, lease, otherwise dispose of or keep idle all or part of the Equipment; and Lessor may use Lessee's premises for any or all of the foregoing without liability for rent, costs, damages or otherwise. The proceeds of sale, lease or other disposition, if any, shall be applied in the following order of priorities: (1) to pay all of Lessor's costs, charges and expenses incurred in taking, removing, holding, repairing and selling, leasing or otherwise disposing of Equipment; then, (2) to the extent not previously paid by Lessee, to pay Lessor all sums due from Lessee hereunder; then (3) to reimburse to Lessee any sums previously paid by Lessee as Liquidated damages; and (4) any surplus shall be paid to Lessee. Lessee shall pay any deficiency in clauses (1) and (2) forthwith.

After Default. After the occurrence and during the continuance of an Event of Default, any payment or proceeds of Collateral shall be applied in the following order: (i) to all fees and expenses for which Agents or Lenders have not been paid or reimbursed in accordance with the Loan Documents (and if such payment is less than all unpaid or unreimbursed fees and expenses, then the payment shall be paid against unpaid and unreimbursed fees and expenses in the order of incurrence or due date); (ii) to accrued interest on the Notes on a pro rata basis, based upon the outstanding principal balances of the Notes as of the date of payment; (iii) to the principal of the Notes and amounts due and owing under any Financial Hedge on a pro rata basis, based upon the outstanding principal balances of the Notes or obligation due and owing under any Financial Hedge as of the date of payment; and (iv) to all other Obligations.

After Default. Borrower agrees to pay all reasonable expenses and fees including reasonable attorney's fees and court costs incurred in the collection of the obligations and/or incurred in any bankruptcy or insolvency proceedings or in any arbitration proceedings.

After Default. Upon the occurrence and during the continuance of an Event of Default and upon notice to the Grantors, but subject to the Intercreditor Agreement: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 13(a)(i) shall, upon notice to such Grantor by the Trustee, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 13(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Trustee, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 13(b) shall be received in trust for the benefit of the Trustee, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Trustee (if not required to be paid over to the Collateral Agent pursuant to the Lender Security Agreement) as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Trustee shall be authorized to send to each Securities Intermediary as defined in and under any Securities Account Control Agreement a Notice of Exclusive Control as defined in and under such Securities Account Control Agreement.