amounts under the lease
or other applicable agreement
relative to such location
or, if greater
and
Agent so elects, the number of months'
rent, storage charges, fess or
other amounts for which the
landlord, bailee, warehouseman or other
property owner will have, under
applicable law, a Lien in
the Inventory or M&E of
such Borrower to secure the
payment of such amounts under
the lease or
other applicable agreement relative to such location.
"Lead Arranger" has the meaning set forth in the preamble to this Agreement.
"Lender" has the meaning
set forth in the
preamble to this Agreement,
shall include
Issuing Bank and the Swing
Lender, and shall
also include any other Person
made a party to this
Agreement pursuant to
the provisions of
Section 13.1 of
this Agreement and
"Lenders" means each
of the Lenders or any one or more of them.
"Lender Group" means each of the
Lenders (including Issuing Bank and the
Swing
Lender) and Agent, or any one or more of them.
"Lender Group
Expenses"
means all
(a) documented out-of-pocket
costs or
expenses (including taxes
and insurance premiums)
required to be
paid by any
Loan Party or its
Subsidiaries under any of the Loan Documents that are paid, advanced, or incurred by the Lender
Group, (b) documented out-of-pocket
fees or charges paid
or incurred by
Agent in connection with
the Lender Group's transactions
with each Loan Party and
its Subsidiaries under any of
the Loan
Documents, including, photocopying, notarization,
couriers and messengers, telecommunication,
public record searches, filing fees, recording fees, publication,
real estate surveys, real estate title
policies and
endorsements, and
environmental audits,
(c) Agent's customary
fees and
charges
imposed or incurred in connection with any background checks or OFAC/PEP searches related to
any Loan Party or its Subsidiaries, (d) Agent's 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
any Borrower (whether by wire
transfer or otherwise), together
with any out
-of-pocket costs and
expenses incurred in
connection therewith, (e)
customary charges imposed
or incurred by
Agent
resulting from the dishonor
of checks payable by
or to any Loan
Party, (f) 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, (g)
field examination, appraisal,
and valuation fees
and expenses of
Agent related
to any field examinations, appraisals, or valuation to the extent
of the fees and charges (and up to
the amount
of any
limitation) provided
in Section
5.7(c) of
this Agreement,
(h) Agent's and
Lenders' reasonable,
documented costs
and expenses (including
reasonable and
documented
attorneys' fees
and expenses)
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 contemplated by the Loan Documents,
Agent's Liens in and to
the Collateral, or the
Lender Group's relationship with
any Loan Party or
any of its Subsidiaries,
(i) Agent's reasonable
and documented
out-of-pocket costs
and expenses
(including reasonable
and documented
attorneys' fees
and due
diligence expenses)
incurred in
advising, structuring,
drafting, reviewing, administering
(including travel, meals,
and lodging), syndicating
(including
reasonable costs and
expenses relative to
the rating of
the Term
Loan, CUSIP,
DXSyndicate™,
SyndTrak or
other communication
costs incurred
in connection
with a
syndication of
the loan
