E. Reference is made to that certain Amended and Restated Collateral Agreement dated as of April 15, 2014 among the Company, the other grantors party thereto and the Collateral Trustee, (as amended, supplemented or otherwise modified from time to time, the “Existing TL & ABL Collateral Agreement”), pursuant to which the grantors granted security interests in the collateral described therein to secure the “Secured Obligations” (as therein defined) in respect of the Credit Agreement.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as provided herein.
ARTICLE 1
DEFINED TERMS
Section 1.01.Definitions.
(a) Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the ABL Intercreditor Agreement or the Indenture, as the context may require.
(b) Terms Defined in UCC.Each of the following terms are used herein as defined in the New York UCC: Accounts, Authenticate, Certificated Security, Chattel Paper, Commercial Tort Claim, Documents, Equipment, Farm Products, Instruments, Inventory andLetter-of-Credit Rights, Record and Security.
(c) Additional Definitions.The following additional terms shall have the following meanings:
“Agreement” shall mean this Collateral Agreement, as the same may be amended, supplemented or otherwise modified from time to time.
“Applicable Notice of Event of Default” shall have the meaning set forth in the Collateral Trust Agreement.
“Applicable Representative” shall have the meaning set forth in the Collateral Trust Agreement.
“Assignment of Claims Act” shall mean the Assignment of Claims Act of 1940, as amended, 31 U.S.C. Section 3727 and 41 U.S.C. 6305.
“Collateral”shall mean, with respect to each Grantor, all of the following in which such Grantor now has or may hereafter acquire any right, title or interest: all Accounts, Chattel Paper, Commercial Tort Claims, Copyright Licenses, Copyrights, Deposit Accounts, Documents, Equipment, General Intangibles, Instruments, Intellectual Property, Intercompany Loans, Intercompany Notes, Inventory, Investment Property,Letter-of-Credit Rights, Patent Licenses, Patents, Pledged Stock, Trademark Licenses, Trademarks and all other personal property, whether tangible or intangible, not described above in this definition, all books and records pertaining to any of the foregoing and, to the extent not otherwise included in the foregoing, all Proceeds and products of any and all of the foregoing and all collateral, guarantees and other supporting obligations given by any Person with respect to any of the foregoing;provided that Collateral shall in any event not include any Excluded Assets of such Grantor.
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