As used herein

As used herein. All capitalized terms used but not otherwise defined herein have the meanings given to them in Annex A attached hereto.

As used herein. The following terms shall have the meanings set forth below: "Administrative Agent" has the meaning provided in the introductory paragraph hereof. "Borrower" and "Borrowers" have the respective meanings provided in the recitals hereof. "Collateral" has the meaning provided in Section 2 hereof. "Credit Agreement" has the meaning provided in the recitals hereof. "Grantor" and "Grantors" have the respective meanings provided in the introductory paragraph hereof. "Material IP Rights" means IP... Rights that (a) are material to the operations, business, property or condition (financial or otherwise) of the Grantors or their licensee(s) or (b) the loss of which could reasonably be expected to have a Material Adverse Effect. "Secured Obligations" means, without duplication, (a) all Obligations and (b) all costs and expenses incurred in connection with enforcement and collection of the Obligations, including the fees, charges and disbursements of counsel. "Secured Parties" means, collectively, the Administrative Agent, the Lenders and the Indemnitees, and "Secured Party" means any one of them. "Security Agreement" has the meaning provided in the introductory paragraph hereof. "UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York except as such term may be used in connection with the perfection of the Collateral and then the applicable jurisdiction with respect to such affected Collateral shall apply. "Venus Canada" has the meaning provided in the recitals hereof. "Venus USA" has the meaning provided in the recitals hereof. View More