In consideration of the premises and to induce the Lenders and Agent to enter into the Credit Agreement and the Loan Documents (including the amendments, restatements, amendments and restatements, supplements and modifications to the Existing Loan Documents) and to induce the Lenders to continue to provide Subsequent Disbursement Commitments and make their respective Loans and other extensions of credit to Borrower thereunder, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby amend and restate the Existing Guaranty and Security Agreement in its entirety as set forth herein, and hereby covenant and agree as follows:
SECTION 1 DEFINITIONS.
1.1 Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, and the following terms are used herein as defined in the UCC (such meanings to be equally applicable to both the singular and plural forms of the terms defined): accounts, account debtor, as-extracted collateral, certificated security, chattel paper, commercial tort claims, commodity contract, documents, electronic chattel paper, equipment, farm products, fixture, general intangibles, goods, health care insurance receivables, instruments, inventory, leases, letter-of-credit rights, money, payment intangibles, product, record, security, supporting obligations, and tangible chattel paper.
1.2 Whenever used in this Agreement, the Exhibits or the Schedules attached hereto, the following terms have the following meanings:
Agreement has the meaning set forth in the preamble of this Agreement.
Borrower Obligations means all Obligations of Borrower.
Collateral means all of Grantors assets, whether now owned or hereafter created, acquired or arising, including without limitation, all of Grantors right, title and interest in and to the following:
(a) all goods, accounts (including health care insurance receivables), equipment, inventory, contract rights or rights to payment of money, leases, license agreements and other licenses, franchise agreements, general intangibles, commercial tort claims (including any Identified Claims), documents, instruments (including any promissory notes) (and any distribution of property made on, in respect of or in exchange for such instruments from time to time), chattel paper (whether tangible chattel paper or electronic), cash, cash equivalents, Deposit Accounts, Intellectual Property, Securities Accounts, fixtures, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), securities, all other Pledged Collateral and Pledged Investment Property (including any distribution of property made on, in respect of or in exchange for such Pledged Collateral and/or Pledged Investment Property from time to time) and all supporting obligations related to any of the foregoing, and financial assets, wherever located;
(b) all books and records relating to any of the foregoing;
(c) all property of any Grantor held by any Secured Party, including all property of every description, in the custody of or in transit to such Secured Party for any purpose, including safekeeping, collection or pledge, for the account of such Grantor or as to which such Grantor may have any right or power, including but not limited to cash; and
(d) any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing.