Investment means, with respect to any Person, any investment by such Person in any other Person (including Affiliates) in the form of loans (other than advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of the lender and are not in the aggregate for all customers in excess of $1,000,000 at any time), guarantees, advances, capital contributions (excluding (a) commission, travel, and similar advances to officers and employees of such Person made in the ordinary course of business, and (b) bona fide Accounts arising in the ordinary course of business), or acquisitions of Indebtedness, Stock, or all or substantially all of the assets of such other Person (or of any division or business line of such other Person), and any other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. The amount of any Investment shall be the original cost of such Investment at the time such Investment is made plus the cost of all additions thereto, without any adjustment for increases or decreases in value, or write ups, write downs or write offs with respect to such Investment.
IRC means the Internal Revenue Code of 1986, as in effect from time to time.
Lender and Lenders have the respective meanings set forth in the preamble to the Agreement, and shall include any other Person made a party to the Agreement in accordance with the provisions of Section 13.1 of the Agreement.
Lender Group means, individually and collectively, each of the Lenders and Agent.
Lender Group Expenses means all (a) costs or expenses (including taxes and insurance premiums) required to be paid by the Loan Parties under any of the Loan Documents that are paid, advanced, or incurred by the Lender Group, (b) reasonable and documented out-of- pocket fees or charges paid or incurred by Agent and TPG in connection with the Lender Groups transactions with Parent or its Subsidiaries under any of the Loan Documents, including, fees or charges for background checks, OFAC/PEP searches, photocopying, notarization, couriers and messengers, telecommunication, public record searches, filing fees, recording fees, publication, appraisal (including periodic collateral appraisals or business valuations to the extent of the fees and charges (and up to the amount of any limitation) contained in the Agreement or the Fee Letter), real estate surveys, real estate title policies and endorsements, and environmental audits, (c) Agents and TPGs customary fees and charges (as adjusted from time to time) with respect to the disbursement of funds (or the receipt of funds) to or for the account of Borrower (whether by wire transfer or otherwise), together with any out-of-pocket costs and expenses incurred in connection therewith, (d) customary charges imposed or incurred by Agent resulting from the dishonor of checks payable by or to any Loan Party, (e) reasonable documented out-of- pocket costs and expenses paid or incurred by the Lender Group to correct any default or enforce any provision of the Loan Documents, or during the continuance of an Event of Default, in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is consummated, (f) reasonable and documented financial examination, appraisal, and valuation fees and reasonable expenses of Agent related to any financial examinations, appraisals, or valuation to the extent of the fees and charges (and up to the amount of any limitation) provided in Section 2.10 of the Agreement, (g) Agents and TPGs reasonable and documented out-of- pocket costs and expenses (including reasonable documented fees and expenses of (i) one legal counsel and, if necessary, one local counsel in each applicable jurisdiction for the Agent and TPG, and (ii) solely in the event of a conflict of interest between Agent and TPG, one additional legal counsel and, if necessary, one additional local counsel in each applicable jurisdiction, for TPG) relative to third party claims or any other lawsuit or adverse proceeding paid or incurred, whether in enforcing or defending the Loan Documents or otherwise in connection with the Transactions or Agents Liens in and to the Collateral, (h) Agents and TPGs reasonable documented costs and expenses (including reasonable documented fees and expenses of (i) one legal counsel for TPG with respect to fees and expenses incurred on or prior to the Restatement Date, (ii) one legal counsel and, if necessary, one local counsel in each applicable jurisdiction for the Agent and TPG, and (iii) solely in the event of a conflict of interest between Agent and TPG, one additional legal counsel and, if necessary, one additional local counsel in each applicable jurisdiction, for TPG), and independent appraisers, consultants, auditors and other advisors and professionals retained by Agent and/or TPG in consultation with the Borrower) incurred in advising, structuring, drafting, reviewing, administering (including travel, meals, and lodging) or amending, waiving, or modifying the Loan Documents and related due diligence; and (i) Agents and each Lenders reasonable documented costs and expenses (including reasonable documented attorneys, accountants, consultants, and other advisors fees and expenses) incurred in terminating, enforcing (including attorneys, accountants, consultants, and other advisors fees and expenses incurred in connection with a workout, a restructuring, or an Insolvency Proceeding concerning Parent or any of its Subsidiaries or in exercising rights or remedies under the Loan Documents), or defending the Loan Documents, irrespective of whether a lawsuit or other adverse proceeding is brought, or in taking any enforcement action or any Remedial Action concerning the Collateral.
SCHEDULE 1.1 PAGE 15