Common use of Grant; Collateral Description Clause in Contracts

Grant; Collateral Description. EachTo secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Obligations, each Loan Party hereby grants to the Administrative Agent, on behalf of itself and the Lenders, to secure the payment and performance in full of all of thefor the benefit of the holders of the Obligations, a continuing security interest in, and pledges and assigns to the Administrative Agent, on behalf of itself and the Lenders, the following properties, assets and rightsa right to set off against, any and all right, title and interest of such Loan Party, wherever located in and to all of the following, whether now owned or hereafterexisting or owned, acquired, or arising, and all proceeds and products thereof (all of the same being hereinafter called hereafter (collectively, the “Collateral”): all personal property and fixtures of every kind and nature including all goods (including inventory, equipment and any accessions thereto), all equipment, all inventory, all software and computer programs, all instruments (including promissory notes), all documents (including, if applicable, electronic documents), all accounts (including health-care-insurance receivables, but excluding employee retention tax credit receivables), all chattel paper (whether tangible or electronic), all deposit accounts, all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), all commercial tort claims, all books and records, all securities, all investment property, all supporting obligations, all contract rights, all rights to the payment of money, all insurance claims, all general intangibles (including all payment intangibles), all Equity Interests in its SubsidiariesPledged Equity, all Copyrights, all Copyright Licenses, all money, all Patents, all Patent Licenses, all Trademarks, all Trademark Licenses, and products and proceeds of any and all of the foregoing.

Grant; Collateral Description. EachTo secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Obligations, each Loan Party (a) The Borrower hereby grants to the Administrative Agent, on behalf of itself and the Lenders, to secure the payment and performance in full of all of thefor the benefit of the holders of the Obligations, a continuing security interest in, in and pledges and collaterally assigns to the Administrative Agent, on behalf of itself and the Lenders, the following properties, assets and rightsa right to set off against, any and all right, title and interest rights of such Loan Partythe Borrower, wherever located in and to all of the followinglocated, whether now owned or hereafterexisting or owned, acquired, hereafter acquired or arising, and all proceeds and products thereof (all of the same being hereinafter called hereafter (collectively, the “Collateral”): all personal property and fixtures of every kind and nature including all goods (including inventory, equipment and any accessions thereto), all equipment, all inventory, all software and computer programs, all instruments (including promissory notes), all documents (including, if applicable, electronic documents), all accounts (including health-care-insurance receivables, but excluding employee retention tax credit receivables)accounts, all chattel paper (whether tangible or electronic), all deposit accounts, all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), all commercial tort claims, all books and records, all securities, all investment property, all supporting obligations, all contract rights, all rights to the payment of money, all insurance claims, all general intangibles (including all payment intangiblesintangibles and intellectual property), all Equity Interests in its SubsidiariesPledged Equity, all Copyrights, all Copyright Licenses, all money, all Patents, all Patent Licenses, all Trademarks, all Trademark Licenses, and products and proceeds of any and all of the foregoing. (b) Notwithstanding the foregoing the term “Collateral” for all purposes hereunder and under each other Loan Document shall not include: (i) more than sixty-five percent (65%) of the issued and outstanding Equity Interests entitled to vote owned or held of record by the Borrower in any Subsidiary that is a controlled foreign corporation (as defined in the Code), provided that the Collateral shall include one hundred percent (100%) of the issued and outstanding non-voting Equity Interests of such Subsidiary; (ii) “intent-to-use” trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise, but only to the extent the granting of a security interest in such “intent to use” trademarks would be contrary to applicable Laws; (iii) any contract, permit, license, governmental authorization, instrument or chattel paper in which the Borrower has any right, title or interest if and to the extent such contract, permit, license, governmental authorization, instrument or chattel paper includes a provision containing a restriction on assignment such that the creation of a security interest in the right, title or interest of the Borrower therein would be prohibited and would, in and of itself, cause or result in a default thereunder enabling another person party to such contract, permit, license, governmental authorization, instrument or chattel paper to enforce any remedy with respect thereto; provided, however, that the foregoing exclusion shall not apply if such prohibition would be rendered ineffective pursuant to Sections 9-407(a) or 9-408(a) of the Uniform Commercial Code, as applicable and as then in effect in any relevant jurisdiction, or any other applicable Laws; (iv) assets to the extent (and only to the extent) and for so long as the grant of a security interest by Borrower in such assets would violate any provision of law applicable to the Borrower or such assets, after giving effect to any applicable anti-assignment provision of the Uniform Commercial Code or any applicable Laws or principles of equity and other than proceeds thereof to the extent that the assignment of the same is effective under the Uniform Commercial Code or other applicable Laws notwithstanding such restriction; (v) motor vehicles and other assets subject to certificates of title, except to the extent a security interest therein can be perfected by the filing of a UCC financing statement under the Uniform Commercial Code; (vi) Equity Interests in joint ventures for so long as the pledge of such Equity Interests is prohibited by such joint venture’s organizational or joint venture documents or any contractual obligation of such joint venture; (vii) any property subject to a Lien permitted hereunder; (viii) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of employees, accounts (including trust accounts) used exclusively for bona fide escrow or fiduciary purposes; and (ix) any particular assets if the burden, cost or consequences of creating or perfecting such pledges or security interests in such assets is excessive in relation to the benefits to be obtained by Lenders under the Loan Documents as reasonably determined by the Borrower in good faith.

Grant; Collateral Description. EachTo secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Obligations, each Loan Party The Company hereby grants to the Administrative Agent, on behalf of itself and the LendersSecured Party, to secure the payment and performance in full of all of thefor the benefit of the holders of the Obligations, a continuing security interest in, in and pledges and assigns to the Administrative AgentSecured Party, on behalf by way of itself first-ranking specific charge and the Lenderspledge ("Shiabud Spetzifi"), the following properties, assets and rightsa right to set off against, any and all right, title and interest rights of such Loan Partythe Company, wherever located in and to all of the followinglocated, whether now owned or hereafterexisting or owned, acquired, hereafter acquired or arising, and all proceeds and products thereof (all of the same being hereinafter called hereafter (collectively, the “Collateral”): ): 2.1.1. Each Collateral Account of the Company, and any and all personal property and fixtures of every kind and nature Digital Assets, including all goods RAIN, all successor accounts and wallets and associated wallet addresses, private keys, credentials, or access rights, or any successor agreements or accounts; all general intangibles, investment property, proceeds, products, replacements, substitutions, or accessions thereto; and any rights under agreements governing the custody or transfer of such assets from time to time, money and other property from time to time deposited therein, including, without limitation, any such account as it may have been renumbered or retitled, any and all proceeds thereof (including inventorywithout limitation all interest and other sums paid thereon), equipment and any accessions and all general intangibles and causes in action arising therefrom or related thereto); 2.1.2. All of the Company’s Books relating to any of the foregoing; and 2.1.3. Incremental tokens generated as a result of a hard fork or airdrop; 2.1.4. All of the Proceeds, all equipment, all inventory, all software and computer programs, all instruments (including promissory notes), all documents (including, if applicable, electronic documents), all accounts (including health-care-insurance receivables, but excluding employee retention tax credit receivables), all chattel paper (whether tangible or electronic)intangible, all deposit accounts, all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), all commercial tort claims, all books and records, all securities, all investment property, all supporting obligations, all contract rights, all rights to the payment of money, all insurance claims, all general intangibles (including all payment intangibles), all Equity Interests in its SubsidiariesPledged Equity, all Copyrights, all Copyright Licenses, all money, all Patents, all Patent Licenses, all Trademarks, all Trademark Licenses, and products and proceeds of any and all of the foregoing; provided, however, that in no event shall the Collateral include any Excluded Assets.

Grant; Collateral Description. EachTo secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Obligations, each Loan Party (a) The Borrower hereby grants to the Administrative Agent, on behalf of itself and the LendersLender, to secure the payment and performance in full of all of thefor the benefit of the holders of the Obligations, a continuing security interest in, in and pledges and collaterally assigns to the Administrative Agent, on behalf of itself and the LendersLender, the following properties, assets and rightsa right to set off against, any and all right, title and interest rights of such Loan Partythe Borrower, wherever located in and to all of the followinglocated, whether now owned or hereafterexisting or owned, acquired, hereafter acquired or arising, and all proceeds and products thereof (all of the same being hereinafter called hereafter (collectively, the “Collateral”): all personal property and fixtures of every kind and nature including all goods (including inventory, equipment and any accessions thereto), all equipment, all inventory, all software and computer programs, all instruments (including promissory notes), all documents (including, if applicable, electronic documents), all accounts (including health-care-insurance receivables, but excluding employee retention tax credit receivables)accounts, all chattel paper (whether tangible or electronic), all deposit accounts, all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), all commercial tort claims, all books and records, all securities, all investment property, all supporting obligations, all contract rights, all rights to the payment of money, all insurance claims, all general intangibles (including all payment intangiblesintangibles and intellectual property), all Equity Interests in its SubsidiariesPledged Equity, all Copyrights, all Copyright Licenses, all money, all Patents, all Patent Licenses, all Trademarks, all Trademark Licenses, and products and proceeds of any and all of the foregoing. (b) Notwithstanding the foregoing the term “Collateral” for all purposes hereunder and under each other Loan Document shall not include: (i) more than sixty-five percent (65%) of the issued and outstanding Equity Interests entitled to vote owned or held of record by the Borrower in any Subsidiary that is a controlled foreign corporation (as defined in the Code), provided that the Collateral shall include one hundred percent (100%) of the issued and outstanding non-voting Equity Interests of such Subsidiary; (ii) “intent-to-use” trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise, but only to the extent the granting of a security interest in such “intent to use” trademarks would be contrary to applicable Laws; (iii) any contract, permit, license, governmental authorization, instrument or chattel paper in which the Borrower has any right, title or interest if and to the extent such contract, permit, license, governmental authorization, instrument or chattel paper includes a provision containing a restriction on assignment such that the creation of a security interest in the right, title or interest of the Borrower therein would be prohibited and would, in and of itself, cause or result in a default thereunder enabling another person party to such contract, permit, license, governmental authorization, instrument or chattel paper to enforce any remedy with respect thereto; provided, however, that the foregoing exclusion shall not apply if such prohibition would be rendered ineffective pursuant to Sections 9-407(a) or 9-408(a) of the Uniform Commercial Code, as applicable and as then in effect in any relevant jurisdiction, or any other applicable Laws; (iv) assets to the extent (and only to the extent) and for so long as the grant of a security interest by Borrower in such assets would violate any provision of law applicable to the Borrower or such assets, after giving effect to any applicable anti-assignment provision of the Uniform Commercial Code or any applicable Laws or principles of equity and other than proceeds thereof to the extent that the assignment of the same is effective under the Uniform Commercial Code or other applicable Laws notwithstanding such restriction; (v) motor vehicles and other assets subject to certificates of title, except to the extent a security interest therein can be perfected by the filing of a UCC financing statement under the Uniform Commercial Code; (vi) Equity Interests in joint ventures for so long as the pledge of such Equity Interests is prohibited by such joint venture’s organizational or joint venture documents or any contractual obligation of such joint venture; (vii) any property subject to a Lien permitted hereunder; (viii) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of employees, accounts (including trust accounts) used exclusively for bona fide escrow or fiduciary purposes; and (ix) any particular assets if the burden, cost or consequences of creating or perfecting such pledges or security interests in such assets is excessive in relation to the benefits to be obtained by Lender under the Loan Documents as reasonably determined by the Borrower in good faith.

Grant; Collateral Description. EachTo secure As collateral security for the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Obligations, each Loan Party hereby Grantor expressly grants to the Administrative Agent, on behalf for the benefit of itself and the Lenders, Secured Parties to secure the payment and performance in full of all of thefor the benefit of the holders of the Obligations, a continuing security interest in, in and pledges and assigns to the Administrative Agent, Lien on behalf of itself and the Lenders, the following properties, assets and rightsa right to set off against, any and all right, title and interest rights of such Loan PartyGrantor or in which such Grantor has an interest, wherever located in and to all of the followinglocated, whether now owned or hereafterexisting or owned, acquired, hereafter acquired or arising, all accessions thereto and all replacements, substitutions, proceeds and products thereof (all of collectively, together with the same being hereinafter called hereafter Equity Interests Collateral (collectivelyas defined in the Pledge Agreement), the “Collateral”): all personal and fixture property and fixtures of every kind and nature including without limitation, all goods (including inventory, equipment and any accessions thereto), all equipment, all inventory, all software and computer programs, all instruments (including promissory notes), all documents (includingdocuments, if applicable, electronic documents), all accounts (including health-care-insurance receivables, but excluding employee retention tax credit receivables), all chattel paper (whether tangible or electronic), all deposit accounts, all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), all commercial tort claims, securities and all books and records, all securities, all other investment property, all supporting obligations, all any other contract rights, all rights or rights to the payment of money, all insurance claimsclaims and proceeds, all general intangibles (including including, without limitation, all payment intangiblesintangibles and all permits and licenses of any kind) to the extent permitted by applicable Law (after giving effect to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC or any successor provision or provisions), all Equity Interests in its SubsidiariesPledged Equitycash and all books and records evidencing an interest therein or pertaining to any of the foregoing and all replacements, all Copyrightssubstitutions, all Copyright Licenses, all money, all Patents, all Patent Licenses, all Trademarks, all Trademark Licenses, proceeds and products and proceeds of any and all of the foregoing; provided, however, that the Collateral shall not include Excluded Property; provided, further that (x) Excluded Property shall not include any accessions to or any proceeds, products, substitutions or replacements of Excluded Property (unless such accessions, proceeds, products, substitutions or replacements would otherwise constitute Excluded Property) and (y) if and when any Excluded Property shall cease to be Excluded Property, such property shall be deemed at all times from and after such date to constitute Collateral hereunder.

Grant; Collateral Description. EachTo secure As collateral security for the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Obligations, each Loan Party hereby Grantor expressly grants to the Administrative Agent, on behalf for the benefit of itself and the Lenders, Secured Parties to secure the payment and performance in full of all of thefor the benefit of the holders of the Obligations, a continuing security interest in, in and pledges and assigns to the Administrative Agent, Lien on behalf of itself and the Lenders, the following properties, assets and rightsa right to set off against, any and all right, title and interest rights of such Loan PartyGrantor, wherever located in and to all of the followinglocated, whether now owned or hereafterexisting or owned, acquired, hereafter acquired or arising, all accessions thereto and all replacements, substitutions, proceeds and products thereof (all of collectively, together with the same being hereinafter called hereafter Equity Interests Collateral (collectivelyas defined in the Pledge Agreement), the “Collateral”): all personal and fixture property and fixtures of every kind and nature including without limitation, all goods (including inventory, equipment and any accessions thereto), all equipment, all inventory, all software and computer programs, all instruments (including promissory notes), all documents (includingdocuments, if applicable, electronic documents), all accounts (including health-care-insurance receivables, but excluding employee retention tax credit receivables), all chattel paper (whether tangible or electronic), all deposit accounts, all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), all commercial tort claims, securities and all books and records, all securities, all other investment property, all supporting obligations, all any other contract rights, all rights or rights to the payment of money, all insurance claimsclaims and proceeds, all general intangibles (including including, without limitation, all payment intangiblesintangibles and all permits and licenses of any kind) to the extent permitted by applicable Law (after giving effect to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC or any successor provision or provisions), all Equity Interests in its SubsidiariesPledged Equity, all Copyrights, all Copyright Licenses, all money, all Patents, all Patent Licenses, all Trademarks, all Trademark Licenses, and products and proceeds of any cash and all books and records evidencing an interest therein or pertaining to any of the foregoing; provided, however, that the Collateral shall not include Excluded Assets; provided, further that (x) Excluded Assets shall not include any accessions to or any proceeds, products, substitutions or replacements of Excluded Assets (unless such accessions, proceeds, products, substitutions or replacements would otherwise constitute Excluded Assets) and (y) if and when any Excluded Assets shall cease to be Excluded Assets, such property shall be deemed at all times from and after such date to constitute Collateral hereunder.