Instruments Uses in Definitions Clause

Definitions from Loan and Security Agreement

THIS LOAN AND SECURITY AGREEMENT dated as of June 29, 2017 (this "Agreement") is entered into among MATTERSIGHT CORPORATION, a Delaware corporation ("Borrower"), the other Loan Parties from time to time party hereto, and THE PRIVATEBANK AND TRUST COMPANY ("PrivateBank"), as lender ("Lender") and as Issuing Lender.

Definitions. When used herein (a) the following capitalized terms are used herein as defined in the UCC: Accounts, Certificated Security, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Documents, Electronic Chattel Paper, Equipment, Goods, Instruments, Inventory, Leases, Letter-of-Credit Rights, Money, Payment Intangibles, Software, Supporting Obligations, Tangible Chattel Paper and (b) the following capitalized terms shall have the following meanings: Account Debtor means any Person who is obligated to Borrower or any Subsidiary with respect to any Account. Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or a substantial portion of the assets of a Person, or of all or a substantial portion of any business or division of a Person, (b) the acquisition of in excess of 50% of the Capital Securities of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with and another Person (other than a Person that is already a Subsidiary). Adjusted EBITDA means, means with respect to any fiscal period being measured an amount equal to the sum of (a) consolidated net income of Borrower and its Subsidiaries for such fiscal period, plus (b) in each case to the extent deducted in the calculation of Borrower's consolidated net income and without duplication: (i) depreciation and amortization for such period, plus (ii) income tax expense for such period, plus (iii) consolidated total interest expense paid or accrued during such period, plus (iv) non-cash management compensation expenses for such period, all as calculated by Borrower in its public filings and statements as of the Closing Date or as otherwise agreed in writing by the Lender. For the avoidance of doubt, expenses (including attorneys' fees and expenses, prepayment premiums and the like) incurred in connection with the closing of the transactions contemplated hereunder and the repayment of Debt outstanding under that certain Loan and Security Agreement, dated as of August 1, 2016, between Borrower and Hercules Capital, Inc., as lender, shall not be deducted for purposes of determining Adjusted EBITDA. Affiliate of any Person means (a) any other Person which, directly or indirectly, controls or is controlled by or is under common control with such Person, (b) any officer or director of such 26385498.9 Person and (c) with respect to Lender, any entity administered or managed by Lender or an Affiliate or investment advisor thereof and which is engaged in making, purchasing, holding or otherwise investing in commercial loans. A Person shall be deemed to be "controlled by" any other Person if such Person possesses, directly or indirectly, power to vote 5% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managers or power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise, provided, however, that Persons holding securities issued by the Borrower shall not be deemed "Affiliates" of the Borrower or any Loan Party. Unless expressly stated otherwise herein, Lender shall not be deemed an Affiliate of any Loan Party. Agreement is defined in the preamble of this Agreement. Annualized Recurring Subscription Revenue means, as of any date of determination, the total Monthly Recurring Subscription Revenue as of such date, multiplied by 12. Applicable Margin means for (i) LIBOR Loans shall be four and one-half percent (4.50%) per annum (the "LIBOR Margin"), (ii) Base Rate Loans shall be one and three-quarters percent (1.75%) per annum (the "Base Rate Margin"). Asset Disposition means the sale, lease, assignment or other transfer for value (each, a "Disposition") by any Loan Party to any Person (other than a Loan Party) of any asset or right of such Loan Party (including, the loss, destruction or damage thereof) or any actual or threatened (in writing to any Loan Party) condemnation, confiscation, requisition, seizure or taking thereof, other than (a) the Disposition of any asset which is to be replaced, and is in fact replaced, within 30 days with another asset performing the same or a similar function, (b) the sale or lease of inventory in the ordinary course of business and (c) other Dispositions in any Fiscal Year the Net Proceeds of which do not in the aggregate exceed $100,000. Assignee is defined in Section 14.13.1. Attorney Costs means, with respect to any Person, all reasonable fees and charges of any counsel to such Person, all reasonable disbursements of such counsel and all court costs and similar legal expenses. Bank Product Agreements means those certain cash management service agreements and other agreements entered into from time to time between any Loan Party and Lender or its Affiliates in connection with any of the Bank Products. Bank Product Obligations means all obl

Definitions from Security Agreement

THIS SECURITY AGREEMENT (this Security Agreement) is entered into as of April 17, 2017 by and among HARTE HANKS, INC. (Borrower, and sometimes, Grantors), and TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, a national banking association (Lender) on behalf of itself and its Affiliates (Secured Party).

Definitions. Unless otherwise defined herein, or the context hereof otherwise requires, each term defined in either the Credit Agreement or the UCC is used in this Security Agreement with the same meaning; provided that, if the definition given to such term in the Credit Agreement conflicts with the definition given to such term in the UCC, the Credit Agreement definition shall control to the extent legally allowable; and if any definition given to such term in Article 9 of the UCC conflicts with the definition given to such term in any other chapter of the UCC, the Article 9 definition shall prevail. As used herein, the following terms have the meanings indicated: Account means any account, as such term is defined in Section 9.102(a)(2) of the UCC. Account Debtor means any person who is obligated on a Receivable. Cash Collateral Account has the meaning set forth in Section 5.5. Chattel Paper means any chattel paper, as such term is defined in Section 9.102(a)(11) of the UCC, including all Electronic Chattel Paper and Tangible Chattel Paper. Claims has the meaning set forth in Section 6.18. Collateral has the meaning set forth in Section 2.1. Collateral Note Security means all rights, titles, interests, and Liens any Grantor may have, be, or become entitled to under all present and future loan agreements, security agreements, pledge agreements, deeds of trust, mortgages, guarantees, or other Documents assuring or securing payment of or otherwise evidencing the Collateral Notes, including those set forth on the Perfection Certificate. Collateral Notes means all rights, titles, and interests of any Grantor in and to all promissory notes and other Instruments payable to such Grantor, including all inter-company notes from the subsidiaries of such Grantor and those set forth on the Perfection Certificate. Collateral Records means books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, computer software, computer printouts, tapes, disks and related data processing software and similar items that at any time evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon. Collateral Support means all property (real or personal) assigned, hypothecated or otherwise securing any Collateral and shall include any security agreement or other agreement granting a Lien or security interest in such real or personal property. Commercial Tort Claims means any commercial tort claim, as such term is defined in Section 9.102(a)(13) of the UCC, including all commercial tort claims listed on Schedule 3.10. Commodity Account means any commodity account, as such term is defined in Section 9.102(a)(14) of the UCC, and all sub-accounts thereof. Contractual Obligations means, as to any Person, any provision of any security issued by such Person or of any agreement, undertaking, contract, indenture, mortgage, deed of trust or other instrument, document or agreement to which such Person is a party or by which it or any of its Property is bound. Control has the meaning set forth in Sections 7.106, 8.106, 9.104, 9.105, 9.106, or 9.107 of the UCC, as applicable. Controlled Foreign Corporation means controlled foreign corporation as defined in the Internal Revenue Code of 1986. Copyright Licenses means any and all agreements providing for the granting of any right in or to Copyrights (whether a Grantor is licensee or licensor thereunder), including each agreement referred to on the Perfection Certificate. Copyrights means all United States and foreign copyrights (including Community designs), including copyrights in software and databases, whether registered or unregistered, and, with respect to any and all of the foregoing: (a) all registrations and applications therefor, including the registrations and applications referred to on the Perfection Certificate; (b) all extensions and renewals thereof; (c) all rights corresponding thereto throughout the world; (d) all rights to sue for past, present and future infringements thereof; and (e) all products and Proceeds of the foregoing, including any income, royalties, and awards and any claim by any Grantor against third parties for past, present, or future infringement of any Copyright or any Copyright licensed under any Copyright License. Deposit Accounts means any deposit account, as such term is defined in Section 9.102(a)(29) of the UCC, including those deposit accounts identified on Schedule 3.10, and any account which is a replacement or substitute for any of such accounts, together with all monies, Instruments, certificates, checks, drafts, wire transfer receipts, and other property deposited therein and all balances therein. Documents means any document, as such term is defined in Section 9.102(a)(30) of the UCC. Electronic Chattel Paper means any electronic chattel paper, as such term is defined in Section 9.102(a)(31) of the UCC. Equipment means: (

Definitions from Amended and Restated Security Agreement

THIS SECOND AMENDED AND RESTATED SECURITY AGREEMENT (this Agreement), dated as of October 7, 2016 is from Duluth Holdings Inc., a Wisconsin corporation (the Company), in favor of BMO Harris Bank N.A., formerly known as Harris N.A. (the Secured Party).

Definitions. All terms defined in Articles 1 through 9 of the applicable Uniform Commercial Code, as it may be amended from time, shall have the meanings specified therein unless otherwise defined herein or unless the context otherwise requires. As used herein, the following terms have the following meanings: Accounts has the meaning provided in the applicable Uniform Commercial Code. Collateral means all of Companys right, title and interest in and to the following, whether now owned and existing or hereafter created or acquired, wherever located, together with all additions and accessions and all proceeds and products thereof: Accounts; Instruments; supporting obligations, including all guaranties and letter of credit rights; all of the Companys life insurance policies and their cash surrender values; Investment Property; deposit accounts; chattel paper; General Intangibles; computer and other data processing hardware, software programs, whether owned, licensed or leased, and all documentation for such hardware and software; leases, rents, issues and profits; Equipment; Inventory; any insurance coverage relating to the foregoing, including casualty insurance coverage and credit insurance coverage, and all books and records of the Company pertaining to any of the foregoing, including books and records stored or maintained on any type of computer and/or data processing system or equipment (including but not limited to all related discs, tapes, printouts and media). Collateral shall include all licenses and permits of the Company. 13140251.2 Environmental Laws shall mean all federal, state and local laws including statutes, regulations, ordinances, codes, rules and other governmental restrictions and requirements relating to the discharge of air pollutants, water pollutants or process waste water or otherwise relating to the environment or hazardous substances including, but not limited to, the Federal Solid Waste Disposal Act, the Federal Clean Air Act, the Federal Clean Water Act, the Federal Resource Conservation and Recovery Act of 1976, the Federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, regulations of the Environmental Protection Agency, regulations of the Nuclear Regulatory Agency, and regulations of any state department of natural resources or state environmental protection agency now or at any time hereafter in effect. Equipment means all machinery, equipment, motor vehicles, furniture and fixtures owned by Company and, to the extent legally assignable, all leases and agreements for use of machinery, equipment and fixtures leased by Company, and all modifications, alterations, repairs, substitutions and replacements thereof or thereto. Event of Default means the occurrence of any of the following: (a) an Event of Default under the Loan Agreement or any other agreement between Company and Secured Party, (b) any representation made by Company in this Agreement is false in any material respect on the date as of which made or as of which the same is to be effective or (c) Company fails to timely comply with any of its obligations under this Agreement. General Intangibles means any personal property owned by Company (other than Accounts, Instruments, chattel paper, Equipment or Inventory) including, but not limited to, general intangibles, causes of action, contract rights, rights to insurance claims and proceeds, tax refunds, claims for tax refunds, rights of indemnification, contribution and subrogation, payment intangibles, goodwill, patents, know-how, trademarks, copyrights, trade names, patent, trademark, trade name and copyright registrations and applications, trade secrets, customer lists, licenses and franchises, and license agreements related to any of the foregoing (and income derived therefrom). Instrument means a negotiable instrument owned by Company, a certificated security owned by Company or any other writing owned by Company which evidences a right to the payment of money, other than chattel paper. Inventory means all of Companys inventory, including all goods held for sale, lease or demonstration or to be furnished under contracts of service, all goods leased to others, trade-ins and repossessions, raw materials, work in process and materials or supplies used or consumed in Companys business. Investment Property means all of Companys investment property, including but not limited to all stock and other interest of Company in its subsidiaries, if any. 13140251.2 Lien means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind. Loan Agreement means the Second Amended and Restated Loan Agreement by and between the Company and Secured Party dated as of the date hereof, as it may be amended, restated or otherwise modified from time to time. Revolving Note means the Fifth Amended and Restated Revolving Note dated the date hereof by Borrower in favor of Lender in the maximum principal amount of Sixty Million and 00/100 Dollars ($60,000,000),

Definitions from Second Lien Security Agreement

THIS AMENDED AND RESTATED SECOND LIEN SECURITY AGREEMENT (this "Agreement"), dated as of September 8, 2016, is made by K. Hovnanian Enterprises, Inc., a California corporation (the "Issuer"), Hovnanian Enterprises, Inc., a Delaware corporation ("Hovnanian"), and each of the signatories listed on Schedule A hereto (the Issuer, Hovnanian and such signatories, together with any other entity that may become a party hereto as provided herein, the "Grantors"), in favor of Wilmington Trust, National Association, as Joint Collateral Agent (as defined below) (in such capacity, the "Collateral Agent") for the benefit of itself, the Trustees (as defined below), the Notes Collateral Agents (as defined below) and the Noteholders (as defined below).

Definitions. a) Definitions set forth above are incorporated herein and unless otherwise defined herein, terms defined in the Indentures and used herein shall have the meanings respectively given to them in the Indentures or, if not defined herein or therein, in the Intercreditor Agreement, and the following terms are used herein as defined in the New York UCC: Accounts, Chattel Paper, Commercial Tort Claims, Deposit Account, Documents, Equipment, Electronic Chattel Paper, Farm Products, Fixtures, General Intangibles, Goods, Payment Intangibles, Instruments, Inventory, Investment Property, Letter of Credit Rights, Payment Intangibles, Securities Accounts, Software and Supporting Obligations. (b) The following terms shall have the following meanings: "9.125% Noteholder": "Holder" or "Holder of Notes" as defined in the 9.125% Indenture. "9.125% Secured Obligations": all Indebtedness and other Obligations under, and as defined in, the 9.125% Indenture, the 9.125% Notes, the Guarantees (as defined in the 9.125% Indenture) and the related Noteholder Collateral Documents, together with any extensions, renewals, replacements or refundings thereof and all costs and expenses of enforcement and collection, including reasonable attorney's fees, expenses and disbursements. "9.125% Secured Parties": the collective reference to the Collateral Agent, the 9.125% Trustee, the 9.125% Collateral Agent and the 9.125% Noteholders, in each case to which Secured Obligations are owed. "10.000% Noteholder": "Holder" or "Holder of Notes" as defined in the 10.000% Indenture. "10.000% Secured Obligations": all Indebtedness and other Obligations under, and as defined in, the 10.000% Indenture, the 10.000% Notes, the Guarantees (as defined in the 10.000% Indenture) and the related Noteholder Collateral Documents, together with any extensions, renewals, replacements or refundings thereof and all costs and expenses of enforcement and collection, including reasonable attorney's fees, expenses and disbursements. "10.000% Secured Parties": the collective reference to the Collateral Agent, the 10.000% Trustee, the 10.000% Collateral Agent and the 10.000% Noteholders, in each case to which Secured Obligations are owed.

Definitions from First Lien Security Agreement

THIS AMENDED AND RESTATED FIRST LIEN SECURITY AGREEMENT (this "Agreement"), dated as of September 8, 2016, is made by K. Hovnanian JV Holdings, L.L.C. ("JV Holdings") and each of the undersigned parties listed on Schedule A hereto (the "Initial Grantors"; and the Initial Grantors, together with any other entity (other than the Collateral Agent (as defined below) or its successors) that may become a party hereto as provided herein, the "Grantors"), in favor of Wilmington Trust, National Association, as Joint Collateral Agent (as defined below) (in such capacity, the "Collateral Agent") for the benefit of itself, the Trustees (as defined below), the Notes Collateral Agents (as defined below) and the Noteholders (as defined below).

Definitions. a) Definitions set forth above are incorporated herein and unless otherwise defined herein, terms defined in the Indentures and used herein shall have the meanings respectively given to them in the Indentures, and the following terms are used herein as defined in the New York UCC: Accounts, Chattel Paper, Commercial Tort Claims, Deposit Account, Documents, Equipment, Electronic Chattel Paper, Farm Products, Fixtures, General Intangibles, Goods, Payment Intangibles, Instruments, Inventory, Investment Property, Letter of Credit Rights, Payment Intangibles, Securities Accounts, Software and Supporting Obligations. (b) The following terms shall have the following meanings: "9.50% Noteholder": "Holder" or "Holder of Notes" as defined in the 9.50% Indenture. "9.50% Secured Obligations": all Indebtedness and other Obligations under, and as defined in, the 9.50% Indenture, the 9.50% Notes, the Guarantees (as defined in the 9.50% Indenture) and the related Noteholder Collateral Documents, together with any extensions, renewals, replacements or refundings thereof and all costs and expenses of enforcement and collection, including reasonable attorney's fees, expenses and disbursements.

Definitions from Security Agreement

THIS SECURITY AGREEMENT1 (the "Agreement"), dated as of September 8, 2016, is made by K. Hovnanian Enterprises, Inc., a California corporation (the "Borrower"), Hovnanian Enterprises, Inc., a Delaware corporation ("Holdings"), and each of the signatories listed on Schedule A hereto (the Borrower, Holdings and such signatories, together with any other entity that may become a party hereto as provided herein, the "Grantors"), in favor of Wilmington Trust, National Association, as Administrative Agent in its capacity as collateral agent (in such capacity, the "Agent") for the benefit of itself and the Lenders (as defined below).

Definitions. (a) Definitions set forth above are incorporated herein and unless otherwise defined herein, terms defined in the Credit Agreement and used herein (including the recitals above) shall have the meanings respectively given to them in the Credit Agreement or, if not defined herein or therein, in the First Lien Intercreditor Agreement, and the following terms are used herein as defined in the New York UCC: Accounts, Chattel Paper, Commercial Tort Claims, Deposit Account, Documents, Equipment, Electronic Chattel Paper, Farm Products, Fixtures, General Intangibles, Goods, Payment Intangibles, Instruments, Inventory, Investment Property, Letter of Credit Rights, Payment Intangibles, Securities Accounts, Software and Supporting Obligations.

Definitions from Pledge and Security Agreement

This PLEDGE AND SECURITY AGREEMENT, dated as of December 9, 2015, among each of the signatories hereto designated as a Grantor on the signature pages hereto (together with any other entity that may become a party hereto as a Grantor as provided herein, each a Grantor and collectively, the Grantors), and DBD Credit Funding LLC, as collateral agent (in such capacity and together with its successors and assigns in such capacity, the Collateral Agent) for (i) the banks and other financial institutions or entities (the Lenders) from time to time parties to that certain Credit and Guaranty Agreement, dated as of December 9, 2015 (as amended, restated, supplemented or otherwise modified or replaced from time to time, the Credit Agreement), among Ares Commercial Real Estate Corporation, a Maryland corporation (the Borrower), ACRC Holdings LLC, a Delaware limited liability company (ACRC Holdings), ACRC Mezz Holdings LLC, a Delaware limited liability company (ACRC Mezz), ACRC CP Investor, LLC, a

Definitions. (a) 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 which are defined in the UCC are used herein as so defined (and if defined in more than one article of the UCC shall have the meaning specified in Article 9 thereof): Accounts, Account Debtor, Adverse Claims, As-Extracted Collateral, Authenticate, Certificated Security, Chattel Paper, Commodity Account, Commodity Contract, Commodity Intermediary, Documents, Electronic Chattel Paper, Entitlement Order, Equipment, Farm Products, Financial Asset, Fixtures, Goods, Health-Care-Insurance Receivable, Instruments, Inventory, Investment Property, Letter of Credit Rights, Manufactured Homes, Money, Payment Intangibles, Proceeds, Securities Account, Securities Intermediary, Security, Security Entitlement, Supporting Obligations, Tangible Chattel Paper and Uncertificated Security. (b) The following terms shall have the following meanings: ACRC CP Investor shall have the meaning set forth in the preamble hereto. ACRC Holdings shall have the meaning set forth in the preamble hereto. ACRC Lender shall mean ACRC Lender LLC, a Delaware limited liability company. ACRC Mezz shall have the meaning set forth in the preamble hereto. ACRC Mezz Collateral shall have the meaning set forth in Section 2(a)(i) of this Agreement. ACRC Warehouse shall have the meaning set forth in the preamble hereto. Agreement shall mean this Pledge and Security Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time. Borrower shall have the meaning set forth in the preamble hereto. Collateral shall have the meaning set forth in Section 2(a) of this Agreement. Collateral Account shall mean any collateral account established by the Collateral Agent as provided in Section 5.4. Copyright Licenses shall mean all agreements, licenses and covenants providing for the grant to or from a Grantor of any right in or to any Copyright or otherwise providing for a covenant not to sue for infringement or other violation of any Copyright. Copyrights shall mean, with respect to any Grantor, all of such Grantors right, title and interest in and to all works of authorship and all intellectual property rights therein, all United States and foreign copyrights (whether or not the underlying works of authorship have been published), including but not limited to copyrights in software and databases, all designs (including but not limited to all industrial designs, Protected Designs within the meaning of 17 U.S.C. 1301 et. Seq. and Community designs), and all Mask Works (as defined in 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, and with respect to any and all of the foregoing: (i) all registrations and applications for registration thereof, (ii) all extensions, renewals, and restorations thereof, (iii) all rights to sue or otherwise recover for any past, present and future infringement or other violation thereof, (iv) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages and proceeds of suit now or hereafter due and/or payable with respect thereto, and (v) all other rights of any kind accruing thereunder or pertaining thereto throughout the world. Credit Agreement shall have the meaning set forth in the preamble hereto. De Minimis Deposit Accounts shall mean Deposit Accounts (other than any Excluded Accounts, Deposit Accounts that are Excluded Assets and Necessary Funding Amounts Accounts) with a minimum balance at any time outstanding of less than $200,000 individually and $1,000,000 in the aggregate when taken together with all other Deposit Accounts that are not subject to the Collateral Agents Control. Discharge of the Secured Obligations shall mean and shall have occurred when (i) all Secured Obligations shall have been paid in full in cash (other than (a) those expressly stated to survive termination and (b) contingent obligations as to which no claim has been asserted and (c) obligations and liabilities under Bank Product Agreements and Swap Agreements as to which arrangements satisfactory to the applicable Secured Counterparties shall have been made), and (ii) all Commitments shall have terminated or expired. Equity Interests (i) shall mean, with respect to any Person, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents, including membership interests (however designated, including voting or non-voting, common or preferred) of the equity of such Person, including, if such person is a partnership, partnership interests (whether general or limited), if such Person is a limited liability company, membership interests (however designated, including voting or non-voting, common or preferred), and, if such Person is a trust, all beneficial interests therein, and shall also include any other interest or

Definitions from Amended and Restated Security Agreement

THIS AMENDED AND RESTATED SECURITY AGREEMENT (this Agreement), dated as of June 13, 2011 is from Duluth Holdings Inc. and Duluth Trading Company, LLC, a Wisconsin limited liability company (each a Company and jointly, the Companies), in favor of Harris N.A. (Secured Party).

Definitions. All terms defined in Articles 1 through 9 of the applicable Uniform Commercial Code, as it may be amended from time, shall have the meanings specified therein unless otherwise defined herein or unless the context otherwise requires. As used herein, the following terms have the following meanings: Accounts has the meaning provided in the applicable Uniform Commercial Code. Collateral means all of any Companys right, title and interest in and to the following, whether now owned and existing or hereafter created or acquired, wherever located, together with all additions and accessions and all proceeds and products thereof: Accounts; Instruments; supporting obligations, including all guaranties and letter of credit rights; all of the any Companys life insurance policies and their cash surrender values; Investment Property; deposit accounts; chattel paper; General Intangibles; computer and other data processing hardware, software programs, whether owned, licensed or leased, and, all documentation for such hardware and software; leases, rents, issues and profits; Equipment; Inventory; any insurance coverage relating to the foregoing, including casualty insurance coverage and credit insurance coverage, and all books and records of the Companies pertaining to any of the foregoing, including books and records stored or maintained on any type of computer and/or data processing system or equipment (including but not limited to all related discs, tapes, printouts and media). Collateral shall include all licenses and permits of the Companies. Environmental Laws shall mean all federal, state and local laws including statutes, regulations, ordinances, codes, rules and other governmental restrictions and requirements relating to the discharge of air pollutants, water pollutants or process waste water or otherwise relating to the environment or hazardous substances including, but not limited to, the Federal Solid Waste Disposal. Act, the Federal Clean Air Act, the Federal Clean Water Act, the Federal Resource Conservation and Recovery Act of 1976, the Federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, regulations of the Environmental Protection Agency, regulations of the Nuclear Regulatory Agency, and regulations of any state department of natural resources or state environmental protection agency now or at any time hereafter in effect. Equipment means all machinery, equipment, motor vehicles, furniture and fixtures owned by any Company and, to the extent legally assignable, all leases and agreements for use of machinery, equipment and fixtures leased by any Company, and all modifications, alterations, repairs, substitutions and replacements thereof or thereto. Event of Default means the occurrence of any of the following: (a) an Event of Default under the Loan Agreement or any other agreement between any Company and Secured Party, (b) any representation made by any Company in this Agreement is false in any material respect on the date as of which made or as of which the same is to be effective or (c) any Company fails to timely comply with any of its obligations under this Agreement. General Intangibles means any personal property owned by any Company (other than Accounts, Instruments, chattel paper, Equipment or Inventory) including, but not limited to, general intangibles, causes of action, contract rights, rights to insurance claims and proceeds, tax refunds, claims for tax refunds, rights of indemnification, contribution and subrogation, payment intangibles, goodwill, patents, know-how, trademarks, copyrights, trade names, patent, trademark, trade name and copyright registrations and applications, trade secrets, customer lists, licenses and franchises, and license agreements related to any of the foregoing (and income derived therefrom). Instrument means a negotiable instrument owned by any Company, a certificated security owned by any Company or any other writing owned by any Company which evidences a right to the payment of money, other than chattel paper. Inventory means all of any Companys inventory, including all goods held for sale, lease or demonstration or to be furnished under contracts of service, all goods leased to others, trade-ins and repossessions, raw materials, work in process and materials or supplies used or consumed in any Companys business. Investment Property means all of any Companys investment property, including but not limited to all stock and other interest of any Company in its subsidiaries, if any. Lien means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind. Loan Agreement means the Amended and Restated Loan Agreement among the Companies and Secured Party dated the date hereof, as it may be amended, restated or otherwise modified from time to time. Notes means the Revolving Note and the Term Note. Revolving Note means the Amended and Restated Revolving Note of even date herewith executed by the Companies in favor of Secured

Definitions from Guarantee and Collateral Agreement

THIRD AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT, dated as of July 21, 2015, among (a) each of the entities listed on Schedule 1 hereto (together with any other entity that may become a party hereto as provided herein, the "Grantors"), and (b) Bank of America, N.A., Wells Fargo Bank, National Association and General Electric Capital Corporation, as co-collateral agents (collectively in such capacity, the "Co-Collateral Agents").

Definitions. (a) 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 New York UCC: Account Debtor, Accounts, Chattel Paper, Control, Deposit Account, Documents, Equipment, Fixtures, General Intangibles, Goods, Instruments, Proceeds and Supporting Obligations.(b) The following terms shall have the following meanings:"Agreement": this Third Amended and Restated Guarantee and Collateral Agreement, as the same may be amended, supplemented or otherwise modified from time to time."Borrower Obligations": with respect to any Borrower, the collective reference to the unpaid principal of and interest on the Advances, the Term Loan, any FILO Loans, Loans pursuant to a Revolving Commitment Increase and Reimbursement Obligations and all other obligations and liabilities of such Borrower (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of such Borrower's Advances, the Term Loan, any FILO Loans, Loans pursuant to a Revolving Commitment Increase and Reimbursement Obligations and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to such Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), to any Credit Party, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, this Agreement, the other Loan Documents, any Letter of Credit, any Cash Management Service, any Bank Product or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to any Co-Collateral Agent or to any other Credit Party that are required to be paid by such Borrower pursuant to the terms of any of the foregoing agreements, and all interest, reimbursement obligations, fees, indemnities, costs and expenses accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to such Borrower, whether or not a claim for any such amounts is allowed in such proceeding). For purposes of Section 2, Borrower Obligations shall be deemed to include any obligation of any Group Member that is not a Borrower in respect of Cash Management Services and Bank Products."Collateral": as defined in Section 3.1."Control Co-Collateral Agent": as defined in Section 7.4(b), or any successor thereto appointed after Bank of America, N.A. has resigned as a Co-Collateral Agent in accordance with the terms of the Credit Agreement."Copyrights": (i) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished, all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office and (ii) the right to obtain all renewals thereof."Copyright Licenses": any written agreement naming any Grantor as licensor or licensee granting any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright."Credit Agreement": as defined in the Recitals."Guarantor Obligations": with respect to any Guarantor, all obligations and liabilities of such Guarantor which may arise under or in connection with this Agreement (including, without limitation, Section 2), any other Loan Document, any Cash Management Service or any Bank Products to which such Guarantor is a party, in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to any Co-Collateral Agent or to any other Credit Party that are required to be paid by such Guarantor pursuant to the terms of this Agreement, any other Loan Document, any Cash Management Service or any Bank Product, and all guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses, or otherwise, after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to such Borrower, whether or not a claim for post-filing or post-petition guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise, are allowed in such pr

Definitions from Amended and Restated Security Agreement

THIS AMENDED AND RESTATED SECURITY AGREEMENT (this Agreement), dated as of June 13, 2011 is from Duluth Holdings Inc. and Duluth Trading Company, LLC, a Wisconsin limited liability company (each a Company and jointly, the Companies), in favor of Harris N.A. (Secured Party).

Definitions. All terms defined in Articles 1 through 9 of the applicable Uniform Commercial Code, as it may be amended from time, shall have the meanings specified therein unless otherwise defined herein or unless the context otherwise requires. As used herein, the following terms have the following meanings: Accounts has the meaning provided in the applicable Uniform Commercial Code. Collateral means all of any Companys right, title and interest in and to the following, whether now owned and existing or hereafter created or acquired, wherever located, together with all additions and accessions and all proceeds and products thereof: Accounts; Instruments; supporting obligations, including all guaranties and letter of credit rights; all of the any Companys life insurance policies and their cash surrender values; Investment Property; deposit accounts; chattel paper; General Intangibles; computer and other data processing hardware, software programs, whether owned, licensed or leased, and, all documentation for such hardware and software; leases, rents, issues and profits; Equipment; Inventory; any insurance coverage relating to the foregoing, including casualty insurance coverage and credit insurance coverage, and all books and records of the Companies pertaining to any of the foregoing, including books and records stored or maintained on any type of computer and/or data processing system or equipment (including but not limited to all related discs, tapes, printouts and media). Collateral shall include all licenses and permits of the Companies. Environmental Laws shall mean all federal, state and local laws including statutes, regulations, ordinances, codes, rules and other governmental restrictions and requirements relating to the discharge of air pollutants, water pollutants or process waste water or otherwise relating to the environment or hazardous substances including, but not limited to, the Federal Solid Waste Disposal. Act, the Federal Clean Air Act, the Federal Clean Water Act, the Federal Resource Conservation and Recovery Act of 1976, the Federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, regulations of the Environmental Protection Agency, regulations of the Nuclear Regulatory Agency, and regulations of any state department of natural resources or state environmental protection agency now or at any time hereafter in effect. Equipment means all machinery, equipment, motor vehicles, furniture and fixtures owned by any Company and, to the extent legally assignable, all leases and agreements for use of machinery, equipment and fixtures leased by any Company, and all modifications, alterations, repairs, substitutions and replacements thereof or thereto. Event of Default means the occurrence of any of the following: (a) an Event of Default under the Loan Agreement or any other agreement between any Company and Secured Party, (b) any representation made by any Company in this Agreement is false in any material respect on the date as of which made or as of which the same is to be effective or (c) any Company fails to timely comply with any of its obligations under this Agreement. General Intangibles means any personal property owned by any Company (other than Accounts, Instruments, chattel paper, Equipment or Inventory) including, but not limited to, general intangibles, causes of action, contract rights, rights to insurance claims and proceeds, tax refunds, claims for tax refunds, rights of indemnification, contribution and subrogation, payment intangibles, goodwill, patents, know-how, trademarks, copyrights, trade names, patent, trademark, trade name and copyright registrations and applications, trade secrets, customer lists, licenses and franchises, and license agreements related to any of the foregoing (and income derived therefrom). Instrument means a negotiable instrument owned by any Company, a certificated security owned by any Company or any other writing owned by any Company which evidences a right to the payment of money, other than chattel paper. Inventory means all of any Companys inventory, including all goods held for sale, lease or demonstration or to be furnished under contracts of service, all goods leased to others, trade-ins and repossessions, raw materials, work in process and materials or supplies used or consumed in any Companys business. Investment Property means all of any Companys investment property, including but not limited to all stock and other interest of any Company in its subsidiaries, if any. Lien means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind. Loan Agreement means the Amended and Restated Loan Agreement among the Companies and Secured Party dated the date hereof, as it may be amended, restated or otherwise modified from time to time. Notes means the Revolving Note and the Term Note. Revolving Note means the Amended and Restated Revolving Note of even date herewith executed by the Companies in favor of Secured