Collateral Definition Example with 165 Variations

Collateral. Means the collateral in which the Secured Parties are Party is granted a security interest by this Agreement and which shall include the following personal property of the Company, following, whether presently owned or existing or hereafter acquired or coming into existence, wherever situated, and all additions and accessions thereto and all substitutions and replacements thereof, and all proceeds, products and accounts thereof, including, without limitation, all proceeds from the sale or... transfer of the Collateral and of insurance covering the same and of any tort claims in connection therewith, and all dividends, interest, cash, notes, securities, equity interest or other property at any time and from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for, any or all therewith: (i) All Goods of the Pledged Securities (as defined below): (i) All goods, Company, including, without limitation, (A) limitations, all machinery, equipment, computers, motor vehicles, trucks, tanks, boats, ships, appliances, furniture, special and general tools, fixtures, test and quality control devices and other equipment of every kind and nature and wherever situated, together with all documents of title and documents representing the same, all additions and accessions thereto, replacements therefor, all parts therefor, and all substitutes for any of the foregoing and all other items used and useful in connection with any the Company's businesses and all improvements thereto; thereto (collectively, the "Equipment"); and (B) all inventory; (ii) All Inventory and Intellectual Property of the Company; and (iii) All of the Company's contract rights and other general intangibles, including, without limitation, all partnership interests, membership interests, stock or other securities, rights under any of the Organizational Documents, agreements related to the Pledged Securities, licenses, distribution and other agreements, computer software (whether "off-the-shelf", licensed from any third party or developed by the Company), computer software development rights, leases, franchises, customer lists, quality control procedures, grants and rights, goodwill, trademarks, service marks, trade styles, trade names, patents, patent applications, copyrights, deposit accounts, and income tax refunds (collectively, the "General Intangibles"); (iii) and (iv) All accounts Receivables of the Company including all insurance proceeds, and rights to refunds or indemnification whatsoever owing, together with all instruments, all documents of title representing any of the foregoing, all rights in any merchandising, goods, equipment, motor vehicles and trucks which any of the same may represent, and all right, title, security and guaranties with respect to each account, Receivable, including any right of stoppage in transit; (iv) and (v) All of the Company's documents, letter-of-credit rights, instruments and chattel paper; (v) All commercial tort claims; (vi) All deposit accounts and all cash (whether or not deposited in such deposit accounts); (vii) All investment property; (viii) All supporting obligations; (ix) All paper, files, records, books of account, business papers, computer programs and computer programs; and (x) the products and proceeds of all of the foregoing Collateral set forth in clauses (i)-(ix) (i)-(iv) above. Without limiting the generality of the foregoing, the "Collateral" shall include the shares of capital stock and the other equity interests listed on Schedule H hereto (as the same may be modified from time to time pursuant to the terms hereof), and any other shares of capital stock and/or other equity interests of any other direct or indirect subsidiary of the Company obtained in the future, and, in each case, all certificates representing such shares and/or equity interests and, in each case, all rights, options, warrants, stock, other securities and/or equity interests that may hereafter be received, receivable or distributed in respect of, or exchanged for, any of the foregoing (all of the foregoing being referred to herein as the "Pledged Securities") and all rights arising under or in connection with the Pledged Securities, including, but not limited to, all dividends, interest and cash. Notwithstanding the foregoing, nothing herein shall be deemed to constitute an assignment of any asset which, in the event of an assignment, becomes void by operation of applicable law or the assignment of which is otherwise prohibited by applicable law (in each case to the extent that such applicable law is not overridden by Sections 9-406, 9-407 and/or 9-408 of the UCC or other similar applicable law); provided, however, that to the extent permitted by applicable law, this Agreement shall create a valid security interest in such asset and, to the extent permitted by applicable law, this Agreement shall create a valid security interest in the proceeds of such asset. View More

Collateral. Means the collateral in which the Secured Parties are granted a security interest by this Agreement and which shall include the following personal property of the Company, Debtors, whether presently owned or existing or hereafter acquired or coming into existence, wherever situated, and all additions and accessions thereto and all substitutions and replacements thereof, and all proceeds, products and accounts thereof, including, without limitation, all proceeds from the sale or transfer of the... Collateral and of insurance covering the same and of any tort claims in connection therewith, and all dividends, interest, cash, notes, securities, equity interest or other property at any time and from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Securities (as defined below): (i) All goods, including, without limitation, (A) all machinery, equipment, computers, motor vehicles, trucks, tanks, boats, ships, appliances, furniture, special and general tools, fixtures, test and quality control devices and other equipment of every kind and nature and wherever situated, together with all documents of title and documents representing the same, all additions and accessions thereto, replacements therefor, all parts therefor, and all substitutes for any of the foregoing and all other items used and useful in connection with any Company's Debtor's businesses and all improvements thereto; and (B) all inventory; (ii) All Inventory and Intellectual Property of the Company; (iii) All contract rights and other general intangibles, including, without limitation, all partnership interests, membership interests, stock or other securities, rights under any of the Organizational Documents, agreements related to the Pledged Securities, licenses, distribution and other agreements, computer software (whether "off-the-shelf", licensed from any third party or developed by the Company), any Debtor), computer software development rights, leases, franchises, customer lists, quality control procedures, grants and rights, goodwill, trademarks, service marks, trade styles, trade names, patents, patent applications, copyrights, Intellectual Property and income tax refunds (collectively, the "General Intangibles"); refunds; (iii) All accounts of the Company including all insurance proceeds, and rights to refunds or indemnification whatsoever owing, accounts, together with all instruments, all documents of title representing any of the foregoing, all rights in any merchandising, goods, equipment, motor vehicles and trucks which any of the same may represent, and all right, title, security and guaranties with respect to each account, including any right of stoppage in transit; (iv) All documents, letter-of-credit rights, instruments and chattel paper; (v) All commercial tort claims; (vi) All deposit accounts and all cash (whether or not deposited in such deposit accounts); (vii) All investment property; (viii) All supporting obligations; (ix) All files, records, books of account, business papers, and computer programs; and (x) the The products and proceeds of all of the foregoing Collateral set forth in clauses (i)-(ix) (i) – (ix) above. Without limiting the generality of the foregoing, the "Collateral" shall include all investment property and general intangibles respecting ownership 2 and/or other equity interests in each Guarantor, including, without limitation, the shares of capital stock and the other equity interests listed on Schedule H G hereto (as the same may be modified from time to time pursuant to the terms hereof), and any other shares of capital stock and/or other equity interests of any other direct or indirect subsidiary of the Company any Debtor obtained in the future, and, in each case, all certificates representing such shares and/or equity interests and, in each case, all rights, options, warrants, stock, other securities and/or equity interests that may hereafter be received, receivable or distributed in respect of, or exchanged for, any of the foregoing (all of the foregoing being referred to herein as the "Pledged Securities") and all rights arising under or in connection with the Pledged Securities, including, but not limited to, all dividends, interest and cash. Notwithstanding anything to the foregoing, nothing herein contrary contained herein, the "Collateral" shall be deemed not include (a) any property that is the subject of a lien securing purchase money indebtedness permitted under the Debentures pursuant to constitute documents that prohibit any Debtor from granting any other liens in such property, (b) any application to register a trademark with the United States Patent and Trademark Office on the basis of an assignment "intent-to-use" until an applicable statement of use has been submitted and accepted by the United States Patent and Trademark Office with respect thereto, and (c) any lease, license or other contract of any asset which, Debtor if the grant of a security interest in such lease, license or contract in the manner contemplated by this Agreement is prohibited by the terms of such lease, license or contract or by applicable law and would result in the termination of such lease, license or contract or give the other parties thereto the right to terminate, accelerate or otherwise adversely alter any Debtor's rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both), provided, that (i) any such limitation described in the foregoing clauses (a) and (c) on the security interests granted hereunder shall apply only to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable law (including pursuant to a Bankruptcy Event (as defined in the Debentures)) or principles of equity and (ii) in the event of an assignment, becomes void by operation the termination or elimination of applicable law any such prohibition or the assignment of which is otherwise prohibited by applicable law (in each case requirement for any consent contained in such lease, license or contract or in any Applicable Law, to the extent that sufficient to permit any such applicable law is not overridden by Sections 9-406, 9-407 and/or 9-408 item to become Collateral hereunder, or upon the granting of the UCC any such consent, or other similar applicable law); provided, however, that to the extent permitted by applicable law, this Agreement shall create waiving or terminating any requirement for such consent, a valid security interest in such asset and, to the extent permitted by applicable law, this Agreement lease, license or contract shall create a valid security interest in the proceeds of such asset. be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. 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Collateral. Means the collateral in which the Secured Parties are granted a security interest by this Agreement and which shall include the following personal property of the Company, Debtors, whether presently owned or existing or hereafter acquired or coming into existence, wherever situated, and all additions and accessions thereto and all substitutions and replacements thereof, and all proceeds, products and accounts thereof, including, without limitation, all proceeds from the sale or transfer of the... Collateral and of insurance covering the same and of any tort claims in connection therewith, and all dividends, interest, cash, notes, securities, equity interest or other property at any time and from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Securities (as defined below): (i) All goods, including, without limitation, (A) all machinery, equipment, computers, motor vehicles, trucks, tanks, boats, ships, appliances, furniture, special and general tools, fixtures, test and quality control devices and other equipment of every kind and nature and wherever situated, together with all documents of title and documents representing the same, all additions and accessions thereto, replacements therefor, all parts therefor, and all substitutes for any of the foregoing and all other items used and useful in connection with any Company's Debtor's businesses and all improvements thereto; and (B) all inventory; 1 (ii) All Inventory and Intellectual Property of the Company; (iii) All contract rights and other general intangibles, including, without limitation, all partnership interests, membership interests, stock or other securities, rights under any of the Organizational Documents, agreements related to the Pledged Securities, licenses, distribution and other agreements, computer software (whether "off-the-shelf", licensed from any third party or developed by the Company), any Debtor), computer software development rights, leases, franchises, customer lists, quality control procedures, grants and rights, goodwill, trademarks, service marks, trade styles, trade names, patents, patent applications, copyrights, and Intellectual Property, income tax refunds (collectively, the "General Intangibles"); refunds, and employee retention tax credits; (iii) All accounts of the Company including all insurance proceeds, and rights to refunds or indemnification whatsoever owing, accounts, together with all instruments, all documents of title representing any of the foregoing, all rights in any merchandising, goods, equipment, motor vehicles and trucks which any of the same may represent, and all right, title, security and guaranties with respect to each account, including any right of stoppage in transit; (iv) All documents, letter-of-credit rights, instruments and chattel paper; (v) All commercial tort claims; (vi) All deposit accounts and all cash (whether or not deposited in such deposit accounts); accounts), not including that certain Certificate of Deposit, Account Number 9000070132 (the "Account"), with Commerce Bank of Arizona (the "Senior Lender") with an approximate balance of $2,100,000.00 together with (A) all interest, whether now accrued or hereafter accruing; (B) all additional deposits hereafter made to the Account; (C) any and all proceeds from the Account; and (D) all renewals, replacements and substitutions for any of the foregoing, which is subject to that certain Assignment of Deposit Account, dated as of December 13, 2023, between the Company and the Senior Lender, until the full repayment of that certain Promissory Note in the original principal amount of $2,000,000 issued by the Company to the Senior Lender on or around December 23, 2023 pursuant to that certain Business Loan Agreement, dated as of December 11, 2023, between the Company and the Senior Lender (the "Excluded Collateral"); (vii) All investment property; (viii) All supporting obligations; and (ix) All files, records, books of account, business papers, and computer programs; and (x) the products and proceeds of all of the foregoing Collateral set forth in clauses (i)-(ix) (i)- (ix) above. 2 Without limiting the generality of the foregoing, the "Collateral" shall include all investment property and general intangibles respecting ownership and/or other equity interests in each Additional Debtor, including, without limitation, the shares of capital stock and the other equity interests listed on Schedule H hereto disclosed in the SEC Documents (as defined in the Purchase Agreement), as the same may be modified from time to time pursuant to the terms hereof), hereof, and any other shares of capital stock and/or other equity interests of any other direct or indirect subsidiary of the Company any Debtor obtained in the future, and, in each case, all certificates representing such shares and/or equity interests and, in each case, all rights, options, warrants, stock, other securities and/or equity interests that may hereafter be received, receivable or distributed in respect of, or exchanged for, any of the foregoing (all of the foregoing being referred to herein as the "Pledged Securities") and all rights arising under or in connection with the Pledged Securities, including, but not limited to, all dividends, interest and cash. Notwithstanding the foregoing, nothing herein shall be deemed to constitute an assignment of any asset which, in the event of an assignment, becomes void by operation of applicable law or the assignment of which is otherwise prohibited by applicable law (in each case to the extent that such applicable law is not overridden by Sections 9-406, 9-407 and/or 9-408 of the UCC or other similar applicable law); provided, however, that that, to the extent permitted by applicable law, this Agreement shall create a valid security interest in such asset and, to the extent permitted by applicable law, this Agreement shall create a valid security interest in the proceeds of such asset. View More

Collateral. Means the collateral in which the Secured Parties are granted a security interest by this Agreement and which shall include the following personal property of the Company, Debtors, whether presently owned or existing or hereafter acquired or coming into existence, wherever situated, and all additions and accessions thereto and all substitutions and replacements thereof, and all proceeds, products and accounts thereof, including, without limitation, all proceeds from the sale or transfer of the... Collateral and of insurance covering the same and of any tort claims in connection therewith, and all dividends, interest, cash, notes, securities, equity interest or other property at any time and from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Securities (as defined below): (i) All goods, including, without limitation, (A) all machinery, equipment, computers, motor vehicles, trucks, tanks, boats, ships, appliances, furniture, special and general tools, fixtures, test and quality control devices and other equipment of every kind and nature and wherever situated, together with all documents of title and documents representing the same, all additions and accessions thereto, replacements therefor, all parts therefor, and all substitutes for any of the foregoing and all other items used and useful in connection with any Company's Debtor's businesses and all improvements thereto; and (B) all inventory; (ii) All Inventory and Intellectual Property of the Company; (iii) All contract rights and other general intangibles, including, without limitation, all partnership interests, membership interests, stock or other securities, rights under any of the Organizational Documents, agreements related to the Pledged Securities, licenses, distribution and other agreements, computer software (whether "off-the-shelf", licensed from any third party or developed by the Company), any Debtor), computer software development rights, leases, franchises, customer lists, quality control procedures, grants and rights, goodwill, trademarks, service marks, trade styles, trade names, patents, patent applications, copyrights, Intellectual Property and income tax refunds (collectively, the "General Intangibles"); refunds; (iii) All accounts of the Company including all insurance proceeds, and rights to refunds or indemnification whatsoever owing, accounts, together with all instruments, all documents of title representing any of the foregoing, all rights in any merchandising, goods, equipment, motor vehicles and trucks which any of the same may represent, and all right, title, security and guaranties with respect to each account, including any right of stoppage in transit; (iv) All documents, letter-of-credit rights, instruments and chattel paper; (v) All commercial tort claims; (vi) All deposit accounts and all cash (whether or not deposited in such deposit accounts); (vii) All investment property; (viii) All supporting obligations; (ix) All files, records, books of account, business papers, and computer programs; and (x) the The products and proceeds of all of the foregoing Collateral set forth in clauses (i)-(ix) (i) – (ix) above. Without limiting the generality of the foregoing, the "Collateral" shall include all investment property and general intangibles respecting ownership and/or other equity interests in each Guarantor, including, without limitation, the shares of capital stock and the other equity interests listed on Schedule H G hereto (as the same may be modified from time to time pursuant to the terms hereof), and any other shares of capital stock and/or other equity interests of any other direct or indirect subsidiary of the Company any Debtor obtained in the future, and, in each case, all certificates representing such shares and/or equity interests and, in each case, all rights, options, warrants, stock, other securities and/or equity interests that may hereafter be received, receivable or distributed in respect of, or exchanged for, any of the foregoing (all of the foregoing being referred to herein as the "Pledged Securities") and all rights arising under or in connection with the Pledged Securities, including, but not limited to, all dividends, interest and cash. Notwithstanding anything to the foregoing, nothing herein contrary contained herein, the "Collateral" shall be deemed not include (a) any property that is the subject of a lien securing purchase money indebtedness permitted under the Debentures pursuant to constitute documents that prohibit any Debtor from granting any other liens in such property, (b) any application to register a trademark with the United States Patent and Trademark Office on the basis of an assignment "intent-to-use" until an applicable statement of use has been submitted and accepted by the United States Patent and Trademark Office with respect thereto, (c) any lease, license or other contract of any asset which, Debtor if the grant of a security interest in such lease, license or contract in the manner contemplated by this Agreement is prohibited by the terms of such lease, license or contract or by applicable law and would result in the termination of such lease, license or contract or give the other parties thereto the right to terminate, accelerate or otherwise adversely alter any Debtor's rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both), (d) motor vehicles and other equipment the perfection of a security interest in which is governed by certificate of title statutes, and (e) any Excluded Account, provided, that (i) any such limitation described in the foregoing clauses (a) and (c) on the security interests granted hereunder shall apply only to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable law (including pursuant to a Bankruptcy Event (as defined in the Debentures)) or principles of equity and (ii) in the event of an assignment, becomes void by operation the termination or elimination of applicable law any such prohibition or the assignment of which is otherwise prohibited by applicable law (in each case requirement for any consent contained in such lease, license or contract or in any Applicable Law, to the extent that sufficient to permit any such applicable law is not overridden by Sections 9-406, 9-407 and/or 9-408 item to become Collateral hereunder, or upon the granting of the UCC any such consent, or other similar applicable law); provided, however, that to the extent permitted by applicable law, this Agreement shall create waiving or terminating any requirement for such consent, a valid security interest in such asset and, to the extent permitted by applicable law, this Agreement lease, license or contract shall create a valid security interest in the proceeds of such asset. be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. 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Collateral. Means other than the Excluded Assets, the collateral in which the Secured Parties are granted a security interest by this Agreement and which shall include the following personal property of the Company, Debtors, whether presently owned or existing or hereafter acquired or coming into existence, wherever situated, and all additions and accessions thereto and all substitutions and replacements thereof, and all proceeds, products and accounts thereof, including, without limitation, all proceeds... from the sale or transfer of the Collateral and of insurance covering the same and of any tort claims in connection therewith, and all dividends, interest, cash, notes, securities, equity interest or other property at any time and from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Securities (as defined below): therewith: (i) All goods, including, without limitation, (A) all machinery, equipment, computers, motor vehicles, trucks, tanks, boats, ships, appliances, furniture, special and general tools, fixtures, test and quality control devices and other equipment of every kind and nature and wherever situated, together with all documents of title and documents representing the same, all additions and accessions thereto, replacements therefor, all parts therefor, and all substitutes for any of the foregoing and all other items used and useful in connection with any Company's Debtor's businesses and all improvements thereto; and (B) all inventory; (ii) All Inventory and Intellectual Property of the Company; (iii) All contract rights and other general intangibles, including, without limitation, all partnership interests, membership interests, stock or other securities, rights under any of the Organizational Documents, agreements related to the Pledged Securities, licenses, distribution and other agreements, computer software (whether "off-the-shelf", licensed from any third party or developed by the Company), any Debtor), computer software development rights, leases, franchises, customer lists, quality control procedures, grants and rights, goodwill, trademarks, service marks, trade styles, trade names, patents, patent applications, copyrights, Intellectual Property and income tax refunds (collectively, refunds; provided, that the "General Intangibles"); foregoing shall not include any partnership interests, membership interests, stock or other securities, or rights under any of the Organizational Documents; (iii) All accounts of the Company including all insurance proceeds, and rights to refunds or indemnification whatsoever owing, accounts, together with all instruments, all documents of title representing any of the foregoing, all rights in any merchandising, goods, equipment, motor vehicles and trucks which any of the same may represent, and all right, title, security and guaranties with respect to each account, including any right of stoppage in transit; (iv) All documents, letter-of-credit rights, instruments and chattel paper; (v) All commercial tort claims; (vi) All deposit accounts and all cash (whether or not deposited in such deposit accounts); the Blocked Account; (vii) All investment property; (viii) All supporting obligations; and 2 (ix) All files, records, books of account, business papers, and computer programs; and (x) the products and proceeds of all of the foregoing Collateral set forth in clauses (i)-(ix) above. Without limiting the generality of the foregoing, the "Collateral" shall include the shares of capital stock and the other equity interests listed on Schedule H hereto (as the same may be modified from time to time pursuant to the terms hereof), and any other shares of capital stock and/or other equity interests of any other direct or indirect subsidiary of the Company obtained in the future, and, in each case, all certificates representing such shares and/or equity interests and, in each case, all rights, options, warrants, stock, other securities and/or equity interests that may hereafter be received, receivable or distributed in respect of, or exchanged for, any of the foregoing (all of the foregoing being referred to herein as the "Pledged Securities") and all rights arising under or in connection with the Pledged Securities, including, but not limited to, all dividends, interest and cash. Notwithstanding the foregoing, nothing herein shall be deemed to constitute an assignment of any asset which, in the event of an assignment, becomes void by operation of applicable law or the assignment of which is otherwise prohibited by applicable law (in each case to the extent that such applicable law is not overridden by Sections 9-406, 9-407 and/or 9-408 of the UCC or other similar applicable law); provided, however, that to the extent permitted by applicable law, this Agreement shall create a valid security interest in such asset and, to the extent permitted by applicable law, this Agreement shall create a valid security interest in the proceeds of such asset. View More

Collateral. Means the collateral in which the Secured Parties are granted a security interest by this Agreement and which shall include the following personal property of the Company, Debtors, whether presently owned or existing or hereafter acquired or coming into existence, wherever situated, and all additions and accessions thereto and all substitutions and replacements thereof, and all proceeds, products and accounts thereof, including, without limitation, all proceeds from the sale or transfer of the... Collateral and of insurance covering the same and of any tort claims in connection therewith, and all dividends, interest, cash, notes, securities, equity interest or other property at any time and from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Securities (as defined below): (i) All goods, including, without limitation, (A) all machinery, equipment, computers, motor vehicles, trucks, tanks, boats, ships, appliances, furniture, special and general tools, fixtures, test and quality control devices and other equipment of every kind and nature and wherever situated, together with all documents of title and documents representing the same, all additions and accessions thereto, replacements therefor, all parts therefor, and all substitutes for any of the foregoing and all other items used and useful in connection with any Company's Debtor's businesses and all improvements thereto; and (B) all inventory; 1 (ii) All Inventory and Intellectual Property of the Company; (iii) All contract rights and other general intangibles, including, without limitation, all partnership interests, membership interests, stock or other securities, rights under any of the Organizational Documents, agreements related to the Pledged Securities, licenses, distribution and other agreements, computer software (whether "off-the-shelf", licensed from any third party or developed by the Company), any Debtor), computer software development rights, leases, franchises, customer lists, quality control procedures, grants and rights, goodwill, trademarks, service marks, trade styles, trade names, patents, patent applications, copyrights, and Intellectual Property, income tax refunds (collectively, the "General Intangibles"); refunds, and employee retention tax credits; (iii) All accounts of the Company including all insurance proceeds, and rights to refunds or indemnification whatsoever owing, accounts, together with all instruments, all documents of title representing any of the foregoing, all rights in any merchandising, goods, equipment, motor vehicles and trucks which any of the same may represent, and all right, title, security and guaranties with respect to each account, including any right of stoppage in transit; (iv) All documents, letter-of-credit rights, instruments and chattel paper; (v) All commercial tort claims; (vi) All deposit accounts and all cash (whether or not deposited in such deposit accounts); accounts), not including that certain Certificate of Deposit, Account Number 9000070132 (the "Account"), with Commerce Bank of Arizona (the "Senior Lender") with an approximate balance of $2,100,000.00 together with (A) all interest, whether now accrued or hereafter accruing; (B) all additional deposits hereafter made to the Account; (C) any and all proceeds from the Account; and (D) all renewals, replacements and substitutions for any of the foregoing, which is subject to that certain Assignment of Deposit Account, dated as of December 13, 2023, between the Company and the Senior Lender, until the full repayment of that certain Promissory Note in the original principal amount of $2,000,000 issued by the Company to the Senior Lender on or around December 11, 2023, and maturing on December 11, 2024, pursuant to that certain Business Loan Agreement, dated as of December 11, 2023, between the Company and the Senior Lender (the "Excluded Collateral"); (vii) All investment property; (viii) All supporting obligations; and (ix) All files, records, books of account, business papers, and computer programs; and (x) the products and proceeds of all of the foregoing Collateral set forth in clauses (i)-(ix) above. Without limiting the generality of the foregoing, the "Collateral" shall include all investment property and general intangibles respecting ownership and/or other equity interests in each Additional Debtor, including, without limitation, the shares of capital stock and the other equity interests listed on Schedule H hereto disclosed in the SEC Documents (as defined in the Purchase Agreement), as the same may be modified from time to time pursuant to the terms hereof), hereof, and any other shares of capital stock and/or other equity interests of any other direct or indirect subsidiary of the Company any Debtor obtained in the future, and, in each case, all certificates representing such shares and/or equity interests and, in each case, all rights, options, warrants, stock, other securities and/or equity interests that may hereafter be received, receivable or distributed in respect of, or exchanged for, any of the foregoing (all of the foregoing being referred to herein as the "Pledged Securities") and all rights arising under or in connection with the Pledged Securities, including, but not limited to, all dividends, interest and cash. 2 Notwithstanding the foregoing, nothing herein shall be deemed to constitute an assignment of any asset which, in the event of an assignment, becomes void by operation of applicable law or the assignment of which is otherwise prohibited by applicable law (in each case to the extent that such applicable law is not overridden by Sections 9-406, 9-407 and/or 9-408 of the UCC or other similar applicable law); provided, however, that that, to the extent permitted by applicable law, this Agreement shall create a valid security interest in such asset and, to the extent permitted by applicable law, this Agreement shall create a valid security interest in the proceeds of such asset. 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Collateral. Means the collateral in which the Secured Parties are Party is granted a security interest by this Agreement and which shall include the following personal property of the Company, Debtor, whether presently owned or existing or hereafter acquired or coming into existence, wherever situated, and all additions and accessions thereto and all substitutions and replacements thereof, and all proceeds, products and accounts thereof, including, without limitation, all proceeds from the sale or transfer... of the Collateral and of insurance covering the same and of any tort claims in connection therewith, and all dividends, interest, cash, notes, securities, equity interest or other property at any time and from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Securities (as defined below): (i) therewith:(iI) All goods, including, without limitation, (A) all machinery, equipment, computers, motor vehicles, trucks, tanks, boats, ships, appliances, furniture, special and general tools, fixtures, test and quality control devices and other equipment of every kind and nature and wherever situated, together with all documents of title and documents representing the same, all additions and accessions thereto, replacements therefor, all parts 1parts therefor, and all substitutes for any of the foregoing and all other items used and useful in connection with any Company's Debtor's businesses and all improvements thereto; and (B) all inventory; (ii) All Inventory and Intellectual Property of the Company; (iii) All inventory;(ii) all other contract rights and other general intangibles, including, without limitation, all partnership interests, membership interests, stock or other securities, rights under any of the Organizational Documents, agreements related to the Pledged Securities, licenses, distribution and other agreements, computer software (whether "off-the-shelf", licensed from any third party or developed by the Company), any Debtor), computer software development rights, leases, franchises, customer lists, quality control procedures, grants and rights, goodwill, trademarks, service marks, trade styles, trade names, patents, patent applications, copyrights, and income tax refunds (collectively, the "General Intangibles"); (iii) All accounts of the Company including refunds;(iii) all insurance proceeds, and rights to refunds or indemnification whatsoever owing, other accounts, together with all instruments, all documents of title representing any of the foregoing, all rights in any merchandising, goods, equipment, motor vehicles and trucks which any of the same may represent, and all right, title, security and guaranties with respect to each account, including any right of stoppage in transit; (iv) transit;(iv) All documents, letter-of-credit rights, instruments and chattel paper; (v) paper;(v) All commercial tort claims; (vi) claims;(vi) All deposit accounts and all cash (whether or not deposited in such deposit accounts); (vii) accounts);(vii) All investment property; (viii) property;(viii) All supporting obligations; (ix) and(ix) All files, records, books of account, business papers, and computer programs; and (x) and(x) the products and proceeds of all of the foregoing Collateral set forth in clauses (i)-(ix) above. Without limiting the generality of above.Notwithstanding the foregoing, the definition of "Collateral" shall include expressly exclude the shares following: (a) any accounts receivable from clients and customers who operate outside of capital the cannabis industry (for the avoidance of doubt, which such accounts shall be excluded from the Debtor's Eligible Accounts, as defined in the Loan Agreement); (b) any partnership interests, membership interests, stock and the or other securities rights or equity interests listed on Schedule H hereto (as in any Organizational Documents of the same may be modified from time to time pursuant to the terms hereof), and Borrower or any other shares of capital stock and/or other equity interests of any other direct or indirect subsidiary of the Company obtained in the future, and, in each case, all certificates representing such shares and/or equity interests and, in each case, all rights, options, warrants, stock, other securities and/or equity interests that may hereafter be received, receivable or distributed in respect of, or exchanged for, any of the foregoing (all of the foregoing being referred to herein as the "Pledged Securities") and all rights arising under or in connection with the Pledged Securities, including, but not limited to, all dividends, interest and cash. Borrower. Notwithstanding the foregoing, nothing herein shall be deemed to constitute an assignment of any asset which, in the event of an assignment, becomes void by operation of applicable law or the assignment of which is otherwise prohibited by applicable law (in each case to the extent that such applicable law is not overridden by Sections 9-406, 9-407 and/or 9-408 of the 2the UCC or other similar applicable law); provided, however, that to the extent permitted by applicable law, this Agreement shall create a valid security interest in such asset and, to the extent permitted by applicable law, this Agreement shall create a valid security interest in the proceeds of such asset. View More

Collateral. Means the collateral in which the Secured Parties are Collateral Agent is granted a security interest by this Agreement and which shall include the following personal property of the Company, Debtors, whether presently owned or existing or hereafter acquired or coming into existence, wherever situated, and all additions and accessions thereto and all substitutions and replacements thereof, and all proceeds, products and accounts thereof, including, without limitation, all proceeds from the disposition, sale or transfer of the Collateral and of insurance covering the same and of any tort claims in connection therewith, and all dividends, interest, cash, notes, securities, equity interest or other property at any time and from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Securities (as defined below): (i) All goods, including, without limitation, (A) all machinery, equipment, computers, motor vehicles, trucks, tanks, boats, ships, appliances, furniture, special and general tools, fixtures, test and quality control devices and other equipment of every kind and nature and wherever situated, together with all documents of title and documents representing the same, all additions and accessions thereto, replacements therefor, all parts therefor, and all substitutes for any of the foregoing and all other items used and useful in connection with any Company's Debtor's businesses and all improvements thereto; and (B) all inventory; (ii) All Inventory and Intellectual Property of the Company; (iii) All contract rights and other general intangibles, including, without limitation, Intellectual Property, all partnership interests, membership interests, stock or other securities, rights under any of the Organizational Documents, Documents (as defined herein), agreements related to the Pledged Securities, Securities (as defined herein), licenses, distribution and other agreements, computer software (whether "off-the-shelf", "off-the-shelf," licensed from any third party or developed by the Company), any Debtor), computer software development rights, leases, franchises, customer lists, quality control procedures, grants and rights, goodwill, trademarks, service marks, trade styles, trade names, patents, patent applications, copyrights, and income tax refunds (collectively, the "General Intangibles"); refunds; (iii) All accounts of the Company including all insurance proceeds, and rights to refunds or indemnification whatsoever owing, accounts, together with all instruments, all documents of title representing any of the foregoing, all rights in any merchandising, goods, raw materials, timber cut or to be cut, oil, gas, hydrocarbons, and minerals extracted or to be extracted, equipment, motor vehicles and trucks which any of the same may represent, and all right, title, security and guaranties with respect to each account, including any right of stoppage in transit; (iv) All documents, letter-of-credit rights, instruments and chattel paper; (v) All commercial tort claims; (vi) All deposit accounts and all cash (whether or not deposited in such deposit accounts); (vii) All investment property; (viii) All supporting obligations; (ix) All files, records, books of account, business papers, and computer programs; and (x) the products and proceeds of all of the foregoing Collateral set forth in clauses (i)-(ix) above. Without limiting the generality of the foregoing, the "Collateral" shall include all investment property and general intangibles respecting ownership and/or other equity interests in Guarantor, including, without limitation, the shares of capital stock and the other equity interests, including member interests in limited liability companies listed on Schedule H hereto (as the same may be modified from time to time pursuant to the terms hereof), and any other shares of capital stock and/or other equity interests of any other direct or indirect subsidiary Subsidiary of the Company any Debtor obtained in the future, and, in each case, all certificates representing such shares and/or equity interests and, in each case, all rights, options, warrants, stock, other securities and/or equity interests that may hereafter be received, receivable or distributed in respect of, or exchanged for, any of the foregoing (all of the foregoing being referred to herein as the "Pledged Securities") and all rights arising under or in connection with the Pledged Securities, including, but not limited to, all dividends, interest and cash. Subject to Section 19(o) of this Agreement, 2 from and after the entry into a Revenue Interest Financing, if required by the terms of a Revenue Interest Financing, "Collateral" shall exclude any Revenue Strip Proceeds, and the Collateral Agent agrees to enter into, at the Company's expense, documentation, including UCC financing statement amendments, reasonably requested by a Debtor to evidence such exclusion and reasonably acceptable to the Collateral Agent. Notwithstanding the foregoing, nothing herein shall be deemed to constitute an assignment of any asset which, in the event of an assignment, becomes void by operation of applicable law or the assignment of which is otherwise prohibited by applicable law (in each case to the extent that such applicable law is not overridden by Sections 9-406, 9-407 and/or 9-408 of the UCC or other similar applicable law); provided, however, that to the extent permitted by applicable law, this Agreement shall create a valid security interest in such asset and, to the extent permitted by applicable law, this Agreement shall create a valid security interest in the proceeds of such asset. View More

Collateral. Means the collateral in which the Secured Parties are granted a security interest by this Agreement and which shall include the following personal property of the Company, Debtors, whether presently owned or existing or hereafter acquired or coming into existence, wherever situated, and all additions and accessions thereto and all substitutions and replacements thereof, and all proceeds, products and accounts thereof, including, without limitation, all proceeds from the sale or transfer of the... Collateral and of insurance covering the same and of any tort claims in connection therewith, and all dividends, interest, cash, notes, securities, equity interest or other property at any time and from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Securities (as defined below): Securities: (i) All goods, including, without limitation, (A) all machinery, equipment, computers, motor vehicles, trucks, tanks, boats, ships, appliances, furniture, special and general tools, fixtures, test and quality control devices and other equipment of every kind and nature and wherever situated, together with all documents of title and documents representing the same, all additions and accessions thereto, replacements therefor, all parts therefor, and all substitutes for any of the foregoing and all other items used and useful in connection with any Company's Debtor's businesses and all improvements thereto; and (B) all inventory; 1. (ii) All Inventory and Intellectual Property of the Company; (iii) All contract rights and other general intangibles, including, without limitation, all partnership interests, membership interests, stock or other securities, rights under any of the Organizational Documents, agreements related to the Pledged Securities, licenses, distribution and other agreements, computer software (whether "off-the-shelf", licensed from any third party or developed by the Company), any Debtor), computer software development rights, leases, franchises, customer lists, quality control procedures, grants and rights, goodwill, trademarks, service marks, trade styles, trade names, patents, patent applications, copyrights, Intellectual Property and income tax refunds (collectively, the "General Intangibles"); refunds; (iii) All accounts of the Company including all insurance proceeds, and rights to refunds or indemnification whatsoever owing, accounts, together with all instruments, all documents of title representing any of the foregoing, all rights in any merchandising, goods, equipment, motor vehicles and trucks which any of the same may represent, and all right, title, security and guaranties with respect to each account, including any right of stoppage in transit; (iv) All documents, letter-of-credit rights, instruments and chattel paper; (v) All commercial tort claims; (vi) All deposit accounts and all cash (whether or not deposited in such deposit accounts); (vii) All investment property; (viii) All supporting obligations; (ix) All files, records, books of account, business papers, and computer programs; and (x) the The products and proceeds of all of the foregoing Collateral set forth in clauses (i)-(ix) (i) – (ix) above. Without limiting Notwithstanding anything to the generality of the foregoing, contrary contained herein, the "Collateral" shall not include (a) any property that is the shares subject of capital stock a lien securing purchase money indebtedness permitted under the Notes where the applicable purchase agreement prohibits any Debtor from granting any other liens in such property, (b) [reserved], (c) any application to register a trademark with the United States Patent and Trademark Office on the basis of an "intent-to-use" until an applicable statement of use has been submitted and accepted by the United States Patent and Trademark Office with respect thereto, and (d) any lease, license or other contract of any Debtor if the grant of a security interest in such lease, license or contract in the manner contemplated by this Agreement is prohibited by the terms of such lease, license or contract or by applicable law and would result in the termination of such lease, license or contract or give the other equity parties thereto the right to terminate, accelerate or otherwise adversely alter any Debtor's rights, titles and interests listed thereunder (including upon the giving of notice or the lapse of time or both); provided, that (i) any such limitation described in the foregoing clause (a) on Schedule H hereto (as the same may security interests granted hereunder shall apply only to the extent that any such prohibition could not be modified from time to time rendered ineffective pursuant to the terms hereof), and UCC or any other shares of capital stock and/or other equity interests of any other direct or indirect subsidiary of the Company obtained applicable law (including pursuant to a Bankruptcy Event (as defined in the future, and, in each case, all certificates representing such shares and/or Notes)) or principles of equity interests and, in each case, all rights, options, warrants, stock, other securities and/or equity interests that may hereafter be received, receivable or distributed in respect of, or exchanged for, any of the foregoing (all of the foregoing being referred to herein as the "Pledged Securities") and all rights arising under or in connection with the Pledged Securities, including, but not limited to, all dividends, interest and cash. Notwithstanding the foregoing, nothing herein shall be deemed to constitute an assignment of any asset which, (ii) in the event of an assignment, becomes void by operation the termination or elimination of applicable law any such prohibition or the assignment of which is otherwise prohibited by applicable law (in each case requirement for any consent contained in such lease, license or contract or in any Applicable Law, to the extent that sufficient to permit any such applicable law is not overridden by Sections 9-406, 9-407 and/or 9-408 item to become Collateral hereunder, or upon the granting of the UCC any such consent, or other similar applicable law); provided, however, that to the extent permitted by applicable law, this Agreement shall create waiving or terminating any requirement for such consent, a valid security interest in such asset and, to the extent permitted by applicable law, this Agreement lease, license or contract shall create a valid security interest in the proceeds of such asset. be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. 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Collateral. Means the collateral in which the Secured Parties are granted a security interest by this Agreement and which shall include means the following personal property of the Company, Debtors, whether presently owned or existing or hereafter acquired or coming into existence, wherever situated, and all additions and accessions thereto and all substitutions and replacements thereof, and all proceeds, products and accounts thereof, including, without limitation, all proceeds from the sale or transfer... of the Collateral and of insurance covering the same and of any tort claims in connection therewith, and all dividends, interest, cash, notes, securities, equity interest or other property at any time and from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Securities (as defined below): (i) All goods, including, without limitation, (A) all machinery, equipment, computers, motor vehicles, trucks, tanks, boats, ships, appliances, furniture, special and general tools, fixtures, test and quality control devices and other equipment of every kind and nature and wherever situated, together with all documents of title and documents representing the same, all additions and accessions thereto, replacements therefor, all parts therefor, and all substitutes for any of the foregoing and all other items used and useful in connection with any Company's Debtor's businesses and all improvements thereto; and (B) all inventory; (ii) All Inventory and Intellectual Property of the Company; (iii) All contract rights and other general intangibles, including, without limitation, all partnership interests, membership interests, stock or other securities, rights under any of the Organizational Documents, agreements related to the Pledged Securities, licenses, distribution and other agreements, computer software (whether "off-the-shelf", licensed from any third party or developed by the Company), any Debtor), computer software development rights, leases, franchises, customer lists, quality control procedures, grants and rights, goodwill, trademarks, service marks, trade styles, trade names, patents, patent applications, copyrights, Intellectual Property and income tax refunds (collectively, the "General Intangibles"); refunds; (iii) All accounts of the Company including all insurance proceeds, and rights to refunds or indemnification whatsoever owing, accounts, together with all instruments, all documents of title representing any of the foregoing, all rights in any merchandising, goods, equipment, motor vehicles and trucks which any of the same may represent, and all right, title, security and guaranties with respect to each account, including any right of stoppage in transit; (iv) All documents, letter-of-credit rights, instruments and chattel paper; (v) All commercial tort claims; (vi) All deposit accounts and all cash (whether or not deposited in such deposit accounts); (vii) All investment property; (viii) All supporting obligations; (ix) All files, records, books of account, business papers, and computer programs; and (x) the The products and proceeds of all of the foregoing Collateral set forth in clauses (i)-(ix) (i) – (ix) above. Without limiting the generality of the foregoing, the "Collateral" shall include all investment property and general intangibles respecting ownership and/or other equity interests in each Guarantor, including, without limitation, the shares of capital stock and the other equity interests listed on Schedule H G hereto (as the same may be modified from time to time pursuant to the terms hereof), and any other shares of capital stock and/or other equity interests of any other direct or indirect subsidiary of the Company any Debtor obtained in the future, and, in each case, all certificates representing such shares and/or equity interests and, in each case, all rights, options, warrants, stock, other securities and/or equity interests that may hereafter be received, receivable or distributed in respect of, or exchanged for, any of the foregoing (all of the foregoing being referred to herein as the "Pledged Securities") and all rights arising under or in connection with the Pledged Securities, including, but not limited to, all dividends, interest and cash. Notwithstanding anything to the foregoing, nothing herein contrary contained herein, the "Collateral" shall be deemed not include (a) any property that is the subject of a lien securing purchase money indebtedness permitted under the Debentures pursuant to constitute documents that prohibit any Debtor from granting any other liens in such property, (b) any application to register a trademark with the United States Patent and Trademark Office on the basis of an assignment "intent-to-use" until an applicable statement of use has been submitted and accepted by the United States Patent and Trademark Office with respect thereto, (c) any lease, license or other contract of any asset which, Debtor if the grant of a security interest in such lease, license or contract in the event manner contemplated by this Agreement is prohibited by the terms of an assignment, becomes void such lease, license or contract or by operation applicable law and would result in the termination of such lease, license or contract or give the other parties thereto the right to terminate, accelerate or otherwise adversely alter any Debtor's rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both), (d) any Excluded Account, (e) motor vehicles, airplanes and other assets subject to certificates of title to the extent a Lien therein cannot be perfected by the filing of UCC financing statements, (f) commercial tort claims less than $250,000 in the aggregate, (g) any governmental licenses or state or local franchises, charters and authorizations to the extent a security interest is prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of applicable law or (including the UCC), other than proceeds and receivables thereof, the assignment of which is otherwise expressly deemed effective under applicable law notwithstanding such prohibition, (h) assets which a pledge thereof or a security interest therein is prohibited by Law or by agreements containing anti-assignment clauses not overridden by applicable law (in each case (including the UCC), other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under applicable law notwithstanding such prohibition, (i) margin stock, and (j) those assets as to which the Collateral Agent and the Borrowers reasonably and mutually agree in writing the cost of creating or perfecting such pledges or security interests in such assets are excessive in relation to the value to the Lenders of the security to be afforded thereby; provided, that (i) any such limitation described in the foregoing clauses (a) and (c) on the security interests granted hereunder shall apply only to the extent that any such applicable law is prohibition could not overridden by Sections 9-406, 9-407 and/or 9-408 of be rendered ineffective pursuant to the UCC or any other similar applicable law); provided, however, that law (including pursuant to a Bankruptcy Event (as defined in the Debentures)) or principles of equity and (ii) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in such lease, license or contract or in any Applicable Law, to the extent permitted by applicable law, this Agreement shall create sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a valid security interest in such asset and, to the extent permitted by applicable law, this Agreement lease, license or contract shall create a valid security interest in the proceeds of such asset. be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. 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