Common use of Collateral and Security Interest Clause in Contracts

Collateral and Security Interest. (a) In order to secure the timely and complete payment or repayment and performance of all Advances and all other amounts, agreements, liabilities, indemnities and obligations owing or due to Lender by Borrower under, or arising out of, any or all of this Agreement and the Related Agreements, whether now existing or hereafter arising, whether direct or indirect, joint or several, absolute or contingent, liquidated or unliquidated, matured or unmatured, or related or unrelated (collectively, the “Obligations”), Borrower hereby grants a continuing, security interest (the “Security Interest”) to Lender in all of the membership interests of Borrower along with Borrower’s real estate, accounts receivable, accounts, contract rights, deposits, deposit accounts, general intangibles, inventory, equipment, fixtures, letter-of-credit rights, instruments, investment property, documents, commercial tort claims, monies and all other assets, wherever located and whether now existing or owned or hereafter acquired or arising, all supporting obligations thereof, and all products and proceeds thereof (collectively, the “Collateral”) to the extent permitted by applicable law. Borrower represents and warrants to Lender that Borrower owns the Collateral free and clear of any adverse liens, security interests and encumbrances. Borrower will defend the Collateral against the claims and demands of any other persons claiming the same or any interest therein. The Security Interest shall be a first and continuing interest in all Collateral. (b) For the avoidance of doubt, the “Collateral” shall not include any permits or licenses issued by any local municipality or the Michigan Bureau of Marihuana Regulation (“BMR”) pursuant to Michigan’s Medical Marihuana Facilities Licensing Act or Regulation and Taxation of Marihuana Act, (collectively, the “Licenses”), nor Borrower’s ability to conduct business pursuant to those Licenses and in accordance with the regulations promulgated by the BMR in furtherance of the aforementioned statutory provisions (collectively the “Regulations”). Similarly, the term “Collateral” expressly excludes any inventory of Borrower which may only be cultivated, processed, possessed or sold by virtue of the Licenses and pursuant to the Regulations. (c) Borrower will cooperate with Lender and execute all documents and agreements reasonably requested by Lender to enable Lender to further evidence or perfect such security interest or the other provisions of this Agreement, including, without limitation, a deposit account control agreement under the UCC with respect to each deposit account (but, for the avoidance of doubt, not with respect to any segregated account) and Lender shall be entitled to file any financing statement in any jurisdiction to perfect such interest. Borrower appoints Lender as Borrower’s true and lawful agent and attorney-in-fact and authorizes Lender, from time to time, without Borrower's further signature or authorization, to execute, deliver and record in the name of Borrower all financing statements, continuation statements and other documents deemed by Lender to be necessary or advisable to perfect, better perfect or continue and the perfection of such security interest. Lender may exercise and shall have any and all rights and remedies accorded to it by the Uniform Commercial Code in the State of Michigan (the “UCC”) and other applicable law or in equity. This Section 2 shall survive any expiration or termination of this Agreement until all Advances and other Obligations shall have been indefeasibly satisfied in full.

Collateral and Security Interest. (a) In order to secure the timely and complete payment or repayment and performance of all Advances and all other amounts, agreements, liabilities, indemnities and obligations owing or due to Lender by Borrower under, or arising out of, any or all of this Agreement and the Related AgreementsNote, whether now existing or hereafter arising, whether direct or indirect, joint or several, absolute or contingent, liquidated or unliquidated, matured or unmatured, or related or unrelated (collectively, the “Obligations”), Borrower hereby grants a continuing, security interest (the “Security Interest”) to Lender in all of the membership interests of Borrower AEY along with BorrowerAEY’s real estate, accounts receivable, accounts, contract rights, deposits, deposit accounts, general intangibles, inventory, equipment, fixtures, letter-of-credit rights, instruments, investment property, documents, commercial tort claims, monies and all other assets, wherever located and whether now existing or owned or hereafter acquired or arising, all supporting obligations thereof, and all products and proceeds thereof (collectively, the “Collateral”) to the extent permitted by applicable law. Borrower represents and warrants to Lender that Borrower owns the Collateral free and clear of any adverse liens, security interests and encumbrances. Borrower will defend the Collateral against the claims and demands of any other persons claiming the same or any interest therein. The Security Interest shall be a first and continuing interest in all Collateral. (b) For the avoidance of doubt, the “Collateral” shall not include any permits or licenses issued by any local municipality or the Michigan Bureau of Marihuana Regulation (“BMR”) pursuant to Michigan’s Medical Marihuana Facilities Licensing Act or Regulation and Taxation of Marihuana Act, (collectively, the “Licenses”), nor Borrower’s ability to conduct business pursuant to those Licenses and in accordance with the regulations promulgated by the BMR in furtherance of the aforementioned statutory provisions (collectively the “Regulations”). Similarly, the term “Collateral” expressly excludes any inventory of Borrower which may only be cultivated, processed, possessed or sold by virtue of the Licenses and pursuant to the Regulations. (c) Borrower will cooperate with Lender and execute all documents and agreements reasonably requested by Lender to enable Lender to further evidence or perfect such security interest or the other provisions of this Agreement, including, without limitation, a deposit account control agreement under the UCC with respect to each deposit account (but, for the avoidance of doubt, not with respect to any segregated account) and Lender shall be entitled to file any financing statement in any jurisdiction to perfect such interest. Borrower appoints Lender as Borrower’s true and lawful agent and attorney-in-fact and authorizes Lender, from time to time, without Borrower's further signature or authorization, to execute, deliver and record in the name of Borrower all financing statements, continuation statements and other documents deemed by Lender to be necessary or advisable to perfect, better perfect or continue and the perfection of such security interest. Lender may exercise and shall have any and all rights and remedies accorded to it by the Uniform Commercial Code in the State of Michigan (the “UCC”) and other applicable law or in equity. This Section 2 shall survive any expiration or termination of this Agreement until all Advances and other Obligations shall have been indefeasibly satisfied in full.