THE HIGHEST PERCENTAGE
SET FORTH IN THE DEFINITION OF THE TERM APPLICABLE MARGIN FOR EACH CATEGORY OF
LOANS (WITHOUT REGARD TO THE AMOUNT OF MONTHLY AVERAGE EXCESS AVAILABILITY) PLUS
TWO (2%) PERCENT PER ANNUM, AT ADMINISTRATIVE AGENT'S OPTION,
(I) FOR THE
PERIOD (A) FROM AND AFTER THE EFFECTIVE DATE OF TERMINATION OR NON-RENEWAL
HEREOF UNTIL ADMINISTRATIVE AGENT AND LENDERS HAVE RECEIVED FULL AND FINAL
PAYMENT OF ALL OUTSTANDING AND UNPAID OBLIGATIONS WHICH ARE NOT CONTINGENT AND
CASH COLLATERAL OR LETTER OF CREDIT, AS ADMINISTRATIVE AGENT MAY SPECIFY, IN THE
AMOUNTS AND ON THE TERMS REQUIRED UNDER SECTION 13.1 HEREOF FOR CONTINGENT
OBLIGATIONS (NOTWITHSTANDING ENTRY OF A JUDGMENT AGAINST ANY BORROWER OR
GUARANTOR) AND (B) FROM AND AFTER THE DATE OF THE OCCURRENCE OF AN EVENT OF
DEFAULT AND FOR SO LONG AS SUCH EVENT OF DEFAULT IS CONTINUING AND (II) ON (A)
TRANCHE A REVOLVING LOANS TO A BORROWER AT ANY TIME OUTSTANDING IN EXCESS OF THE
TRANCHE A BORROWING BASE, (B) TRANCHE A-1 REVOLVING LOANS TO A BORROWER AT ANY
TIME OUTSTANDING IN EXCESS OF THE TRANCHE A-1 BORROWING BASE, AND (C) TRANCHE
A-2 TERM LOANS TO A BORROWER AT ANY TIME OUTSTANDING IN EXCESS OF THE TRANCHE
A-2 BORROWING BASE (IN EACH CASE, WHETHER OR NOT SUCH EXCESS(ES) ARISE OR ARE
MADE WITH OR WITHOUT THE KNOWLEDGE OR CONSENT OF ADMINISTRATIVE AGENT OR ANY
LENDER AND WHETHER MADE BEFORE OR AFTER AN EVENT OF DEFAULT).
33
1.113
"Inventory" shall mean, as to each Borrower and Guarantor, all of
such Borrower's and Guarantor's now owned and hereafter existing or acquired
goods, wherever located, which (a) are leased by such Borrower or Guarantor as
lessor; (b) are held by such Borrower for sale or lease or to be furnished under
a contract of service; (c) are furnished by such Borrower or Guarantor under a
contract of service; or (d) consist of raw materials, work in process, finished
goods or materials used or consumed in its business, and which includes, without
limitation, any Tax Stamps which are required to be affixed to cigarettes or
other tobacco-based products, such as cigars, pipe tobacco, chewing tobacco and
snuff, to permit the sale thereof, whether such stamps are affixed or unaffixed
to such tobacco products.
1.114
"Investment Property Control Agreement" shall mean an agreement in
writing, in form and substance satisfactory to Administrative Agent, by and
among Administrative Agent, any Borrower or Guarantor (as the case may be) and
any securities intermediary, commodity intermediary or other person who has
custody, control or possession of any investment property of such Borrower or
Guarantor agreeing that such securities intermediary, commodity intermediary or
other person will comply with entitlement orders originated by Administrative
Agent with respect to such investment property, or other instructions of
Administrative Agent and including such other terms and conditions as
Administrative Agent may require.
1.115
"Issuing Bank" shall have the meaning set forth for such term in
Section 2.4(a) hereof.
1.116
"Joinder Agreement" shall mean an agreement, in form and substance
reasonably