Common use of After Default Clause in Contracts

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. The Borrower further agrees to pay, pay or reimburse the AgentAgents, the Issuing Bank Banks and the Lenders for, upon demand for all out-of-pocket costs and expenses, including, without limitation, reasonable attorneys' fees (including allocated costs of internal counsel and costs of settlement) incurred by either of the reasonable fees and disbursements of counsel to the AgentAgents, the Lenders and the any Issuing Bank (including the allocated cost of staff counsel) and also including all costs of settlement or any Lender after the occurrence of an Event of Default, Default (i) in enforcing (A) any Loan Document, any Transaction Documents and any other documents relating to the Transactions and the transactions contemplated hereby and in the other Loan Documents or (B) any Obligation or in foreclosing against the Collateral 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 any costs related to the hiring of consultants or experts; (iii) in commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to the Obligations, the Property, the Borrower or any of its Subsidiaries and related to or arising out of the transactions contemplated hereby hereby, by any of the other Loan Documents or by any of the Loan Transaction Documents; and (iv) in taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise); ) described in clauses (vi) in protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral; or through (viiii) 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)above.

After Default. The Borrower further agrees ------------- to pay, or reimburse the Administrative Agent, the Issuing Bank Banks and the Lenders for, all out-of-pocket costs and expenses, including the reasonable fees and disbursements of counsel to the Administrative Agent, the Lenders and the Issuing Bank Banks (including including, without duplication, 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 DocumentsDocuments (other than, with respect to any Lender, to the extent resulting from or arising out of any litigation by the Borrower against such Lender in respect of a breach by such Lender of its obligations under this Agreement if such Lender is found by a court of competent jurisdiction to have breached its obligations under this Agreement (it being agreed that, to the extent that the Borrower shall have paid any fees and expenses of such Lender relating to any such litigation, such amounts shall be refunded to the Borrower upon such decision of such court); (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 Administrative Agent and applied as reimbursements for costs and expenses under this Section 12.03(b) shall be apportioned among ---------------- the Administrative Agent, the Issuing Bank Banks and the Lenders in the order of priority set forth in Section 2.05(b).. ---------------

After Default. The Borrower Borrowers further agrees agree to pay, or reimburse the Administrative Agent, the Issuing Bank Banks and the Lenders for, all reasonable out-of-pocket costs and expenses, including the including, without limitation, reasonable fees attorneys' and legal assistants' fees, expenses and disbursements (including allocated costs of internal counsel to and costs of settlement) incurred by the Administrative Agent, the Lenders and the any Issuing Bank (including the allocated cost of staff counsel) and also including all costs of settlement or any Lender after the occurrence of an Event of Default, Default (i) in enforcing any Obligation or in foreclosing against of the Collateral 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 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 pleading in any legal proceeding relating to the Borrower Anixter or any Subsidiary of Anixter and related to or arising out of the transactions contemplated hereby or by any of the Loan Transaction 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 collateral for the CollateralObligations; or (vi) in attempting to enforce or enforcing any security interest in Lien securing 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)Obligations.

After Default. The Borrower Each of the Borrowers further agrees to pay, pay or reimburse the Administrative Agent, the Syndication Agent, the Issuing Bank Banks and the Lenders forupon demand, to the extent applicable to such Borrower, for all out-of-pocket costs and expenses, including including, without limitation, reasonable attorneys' fees, incurred by the reasonable fees and disbursements of counsel to the Administrative Agent, the Lenders and the Syndication Agent, any Issuing Bank (including the allocated cost of staff counsel) and also including all costs of settlement after the occurrence of an Event of Default, or any Lender (i) in enforcing any Loan Document or Obligation or in foreclosing against the Collateral 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 any costs related to the hiring of consultants or experts; (iii) in commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to the Obligations, the Property, the Collateral, such Borrower or any of 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 (whether in bankruptcy or otherwise); ) described in clauses (vi) in protectingthrough (iii) above. To the extent that the undertaking to pay and reimburse the Administrative Agent, 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 Syndication Agent, the Issuing Bank Banks and the Lenders in the order of priority set forth in this Section 2.05(b)may be unenforceable (with respect to a Borrower) because it is violative of any law or public policy, such Borrower shall contribute the maximum portion that it is permitted to pay under applicable law.

After Default. The Borrower further agrees to pay, or reimburse --------------- the Administrative Agent, the Issuing Bank Banks and the Lenders for, all out-of-pocket costs and expenses, including the reasonable fees and disbursements of counsel to the Administrative Agent, the Lenders and the Issuing Bank Banks (including including, without duplication, 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 DocumentsDocuments (other than, with respect to any Lender, to the extent resulting from or arising out of any litigation by the Borrower against such Lender in respect of a breach by such Lender of its obligations under this Agreement if such Lender is found by a court of competent jurisdiction to have breached its obligations under this Agreement (it being agreed that, to the extent that the Borrower shall have paid any fees and expenses of such Lender relating to any such litigation, such amounts shall be refunded to the Borrower upon such decision of such court); (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 Administrative Agent and applied as reimbursements for costs and expenses under this Section 12.03(b) shall be apportioned among the Administrative Agent, the Issuing Bank Banks and the Lenders in the order of priority set forth in Section 2.05(b).. ---------------

After Default. The Borrower further agrees to pay, or reimburse the Agent, the Issuing Bank and the Lenders for, for all out-of-pocket costs and expenses, including the including, without limitation, reasonable fees attorneys' and legal assistants' fees, expenses and disbursements (including allocated costs of internal counsel to and costs of settlement) incurred by the Agent, the Lenders and the Issuing Bank (including the allocated cost of staff counsel) and also including all costs of settlement or any Lender after the occurrence of an Event of Default, Default (i) in enforcing any Obligation of the Obligations 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 pleading in any legal proceeding relating to the Borrower or any of its Subsidiaries and related to or arising out of the transactions contemplated hereby or by any of the Loan Transaction 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 (viv) in 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(b11.03(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)2.07.

After Default. The Subject to and in accordance with the terms of the DIP Financing Orders, the Borrower further agrees to pay, pay or reimburse the Agent, the Issuing Bank Administrative Agent and each of the Lenders forand their respective directors, officers, partners, employees, agents and advisors upon demand for all out-of-pocket costs and expenses, including including, without limitation, the reasonable fees and disbursements expenses of counsel the Lender Advisors, and to the extent reasonably necessary, one local counsel and one special counsel for each of the Administrative Agent, the Lenders SVP and the Issuing Bank Ad Hoc Group of Lenders in each relevant material jurisdiction or area of expertise, as applicable (including and, solely in the allocated cost case of staff counselan 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 also including all allocated costs of internal counsel and 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 in foreclosing against the Collateral 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, including any costs related to the hiring of consultants or expertsChapter 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 Borrower 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 (whether in bankruptcy or otherwise); ) described in clauses (vi) in protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral; or through (viiii) 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)above.