Common use of Collateral; Grant of Lien and Security Interest Clause in Contracts

Collateral; Grant of Lien and Security Interest. (a) Pursuant to the Bankruptcy Court Orders and in accordance with the terms thereof, as security for the full and timely payment and performance of all of the Obligations, the Credit Parties hereby, assign, pledge and grant to the Collateral Agent, for the benefit of the Agents and the Lenders (the “Secured Parties”), a security interest in and to and Lien on all of the property, assets or interests in property or assets of such Person, of any kind or nature whatsoever, real or personal, tangible and intangible now existing or hereafter acquired or created, including, without limitation, all property of the “estate” (within the meaning of the Bankruptcy Code) of the Credit Parties, and all accounts, inventory, goods, contract rights, instruments, documents, chattel paper, patents, trademarks, copyrights and licenses therefor, general intangibles, payment intangibles, letters of credit, letter-of-credit rights, supporting obligations, machinery and equipment, real property (including all Facilities), fixtures, leases, all of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and all of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of each Subsidiary of the Company, all of the Capital Stock of all other Persons that are not Subsidiaries directly owned by the Company, money, investment property, deposit accounts, all commercial tort claims and other causes of action (other than Avoidance Actions), the proceeds of all Avoidance Actions, all Cash Collateral (as defined in the Interim Bankruptcy Court Order), and all cash and non-cash proceeds, rents, products, substitutions, accessions and profits of any of collateral described above (all property of the Credit Parties subject to the security interest referred to in this Section 00 being hereinafter, collectively, referred to as the “Collateral”). (b) Upon entry of the Interim Bankruptcy Court Order or Final Bankruptcy Court Order and subject to the terms thereof, as the case may be, the Liens and security interests in favor of the Collateral Agent referred to in 0 hereof shall be valid and perfected Liens and security interests in the Collateral, prior to all other Liens and security interests in the Collateral (subject to Permitted Priority Liens). Such Liens and security interests and their priority shall remain in effect until the total Commitment shall have been terminated and all Obligations shall have been repaid in cash in full. (c) Notwithstanding anything herein to the contrary (i) all proceeds received by the Agents and the Lenders from the Collateral subject to the Liens granted in this 0 and in each other Credit Document and by the Bankruptcy Court Orders shall be subject to the prior payment of Carve-Out Expenses to the extent set forth in clause “first” of the definition of the term “Agreed Administrative Expense Priorities”, and (ii) no Person entitled to Carve-Out Expenses shall be entitled to sell or otherwise dispose, or seek or object to the sale or other disposition, of any Collateral.

Collateral; Grant of Lien and Security Interest. (a) Pursuant to the Bankruptcy Court Orders and in accordance with the terms thereof, as As security for the full and timely payment and performance of all of the Obligations: (i) each of the Parent and CPFilms hereby as of the Interim Bankruptcy Court Order Entry Date, the Credit Parties herebyassigns, assign, pledge pledges and grant grants to the Collateral Agent, for the benefit of the Agents Lenders, a security interest in and to and Lien on all of the Lenders Principal Properties (including, without limitation, the “Secured Parties”)Additional Principal Properties, but excluding the Krummrich Property) which it owns, and all cash and non-cash proceeds thereof, and (ii) each of the Loan Parties hereby, as of the Final Bankruptcy Court Order Entry Date, assigns, pledges and grants (or causes the assignment, pledge and grant in respect of any indirectly owned assets) to the Collateral Agent, for the benefit of the Lenders, a security interest in and to and Lien on all of the property, assets or interests in property or assets of such Person, of any kind or nature whatsoever, real or personal, tangible and intangible now existing or hereafter acquired or created, including, without limitation, all property of the “"estate” " (within the meaning of the Bankruptcy Code) of the Credit Parties), and all accounts, inventory, goods, contract rights, instruments, documents, chattel paper, patents, trademarks, copyrights and licenses therefor, general intangibles, payment intangibles, letters of credit, letter-of-credit rights, supporting obligations, machinery and equipment, real property (including all FacilitiesPrincipal Properties), fixtures, leases, all of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and all of the issued and outstanding whether such Capital Stock not entitled to vote (within the meaning is voting or non-voting Capital Stock) in any of Treas. Reg. Section 1.956-2(c)(2)) of each Subsidiary of the Companyits direct Domestic Subsidiaries, all of the non-voting Capital Stock in any of its direct Foreign Subsidiaries, Solutia UK Holdings and Solutia UK Investments, the voting Capital Stock in any of its direct Foreign Subsidiaries, Solutia UK Holdings and Solutia UK Investments limited to 65% of all of the outstanding voting Capital Stock of such Foreign Subsidiary, all of its Capital Stock or other equity interests in Astaris LLC, Flexsys International L.P. (formerly known as Flexsys America LP), Quimica "M" S.A. de C.V. and in all other joint venture, partnership or limited liability company interests or other similar interests of such Loan Party in Persons that are not its Subsidiaries directly owned by such Loan Party, 65% of the Companyintercompany note made by Solutia UK Investments in favor of Solutia UK Holdings in an aggregate principal amount of approximately (pounds)87,000,000, money, investment property, deposit accounts, all commercial tort claims and other all causes of action arising under the Bankruptcy Code or otherwise (other than including, without limitation, all Avoidance Actions), Actions and the proceeds of thereof and all Avoidance Actions, all Cash Collateral (as defined in the Interim Bankruptcy Court OrderAvoided Payments), and all cash and non-cash proceeds, rents, products, substitutions, accessions products and profits of any of collateral described above (all property of the Credit Loan Parties subject to the security interest referred to in this Section 00 4.04(a) being hereinafter, collectively, hereafter collectively referred to as the “"Collateral”"). (b) Upon entry of the Interim Bankruptcy Court Order or Final Bankruptcy Court Order and subject to the terms thereofOrder, as the case may be, the Liens and security interests in favor of the Collateral Agent referred to in 0 Section 4.04(a) hereof shall be valid and perfected Liens and security interests in the Collateral, prior to all other Liens and security interests in the Collateral (subject to Collateral, other than for the Permitted Priority Liens). Such Liens and security interests and their priority shall remain in effect until the total Commitment shall have been terminated and all Obligations shall have been repaid Paid in cash in fullFull (other than indemnification obligations for which no claim has been asserted). (c) Notwithstanding anything herein to the contrary (i) all proceeds received by the Agents and the Lenders from the Collateral subject to the Liens granted in this 0 Section 4.04 and in each other Credit Loan Document and by the Bankruptcy Court Orders shall be subject to the prior payment of Carve-Out Expenses expenses to the extent set forth in clause “"first” " of the definition of the term “"Agreed Administrative Expense Priorities”", and (ii) no Person entitled to Carve-Out Expenses such expenses shall be entitled to sell or otherwise dispose, or seek or object to the sale or other disposition, dispose of any Collateral.

Collateral; Grant of Lien and Security Interest. (a) Pursuant to the Bankruptcy Court Orders and in accordance with the terms thereof, as As security for the full and timely payment and performance of all of the Obligations, the Credit Parties each Loan Party hereby, assignassigns, pledge pledges and grant grants to the Collateral Agent, for the benefit of the Agents Agents, the Lenders and the Lenders (the “Secured Parties”)L/C Issuer, a security interest in and to and Lien on all of the property, assets or interests in property or assets of such Person, of any kind or nature whatsoever, real or personal, tangible and intangible now existing or hereafter acquired or created, including, without limitation, all property of the “"estate” " (within the meaning of the Bankruptcy Code) of the Credit Partiessuch Loan Party, and all accounts, inventory, goods, contract rights, instruments, documents, chattel paper, patents, trademarks, copyrights and licenses therefor, general intangibles, payment intangibles, letters of credit, letter-of-credit rights, supporting obligations, machinery and equipment, real property (including all Facilities), fixtures, leases, all (or, in the case of a Foreign Subsidiary, 65%) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1. Section 1.956956-2(c)(2)) and all of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1. Section 1.956956-2(c)(2)) of each Subsidiary of the Companysuch Loan Party, all of the Capital Stock of all other Persons that are not Subsidiaries directly owned by the Companysuch Loan Party, money, investment property, deposit accounts, all commercial tort claims and other all causes of action arising under the Bankruptcy Code or otherwise (other than excluding Avoidance Actions), Actions and the proceeds of thereof and all Avoidance Actions, all Cash Collateral (as defined in the Interim Bankruptcy Court OrderAvoided Payments), and all cash and non-cash proceeds, rents, products, substitutions, accessions products and profits of any of collateral described above (all property of the Credit Loan Parties subject to the security interest referred to in this Section 00 4.04(a) being hereinafter, collectively, hereinafter collectively referred to as the “"Collateral”"). (b) Upon entry of the Interim Bankruptcy Court Order or Final Bankruptcy Court Order and subject to the terms thereofOrder, as the case may be, the Liens and security interests in favor of the Collateral Agent referred to in 0 Section 4.04(a) hereof shall be valid and perfected Liens and security interests in the Collateral, prior to all other Liens and security interests in the Collateral Collateral, other than the Permitted Priority Liens (subject to Permitted Priority Liensany action required under foreign law with respect to the Capital Stock of Foreign Subsidiaries solely to the extent that such foreign law is applicable). Such Liens and security interests and their priority shall remain in effect until the total Total Commitment shall have been terminated and all Obligations shall have been repaid in cash in fullfull and the outstanding Letters of Credit shall have been terminated or cash collateralized. (c) Notwithstanding anything herein to the contrary (i) all proceeds received by the Agents and the Lenders from the Collateral subject to the Liens granted in this 0 Section 4.04 and in each other Credit Loan Document and by the Bankruptcy Court Orders shall be subject to the prior payment of Carve-Out Expenses to the extent set forth in clause “"first” " and the Rothschild Success Fee to the extent set forth in clause "second", in each case, of the definition of the term “"Agreed Administrative Expense Priorities”", and (ii) no Person entitled to Carve-Out Expenses shall be entitled to sell or otherwise dispose, or seek or object to the sale or other disposition, of any Collateral.

Collateral; Grant of Lien and Security Interest. (a) Pursuant to the Bankruptcy Court Orders and in accordance with the terms thereof, as security for the full and timely payment and performance of all of the Obligations, the Credit Parties Borrowers hereby, assign, pledge and grant to the Collateral Agent, for the benefit of the Agents and the Lenders (the “Secured Parties”), a security interest in and to and Lien on all of the property, assets or interests in property or assets of such Person, of any kind or nature whatsoever, real or personal, tangible and intangible now existing or hereafter acquired or created, including, without limitation, all property of the “estate” (within the meaning of the Bankruptcy Code) of the Credit PartiesBorrowers, and all accounts, inventory, goods, contract rights, instruments, documents, chattel paper, patents, trademarks, copyrights and licenses therefor, general intangibles, payment intangibles, letters of credit, letter-of-credit rights, supporting obligations, machinery and equipment, real property (including all Facilities), fixtures, leases, all (or, in the case of a Foreign Subsidiary, 65%) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and all of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of each Subsidiary of the Company, all of the Capital Stock of all other Persons that are not Subsidiaries directly owned by the Company, money, investment property, deposit accounts, all commercial tort claims and other causes of action (other than Avoidance Actions), the proceeds of all Avoidance Actions, all Cash Collateral (as defined in the Interim Bankruptcy Court Order), and all cash and non-cash proceeds, rents, products, substitutions, accessions and profits of any of collateral described above (all property of the Credit Parties Borrowers subject to the security interest referred to in this Section 00 10.4(a) being hereinafter, collectively, referred to as the “Collateral”). (b) Upon entry of the Interim Bankruptcy Court Order or Final Bankruptcy Court Order and subject to the terms thereof, as the case may be, the Liens and security interests in favor of the Collateral Agent referred to in 0 10.4(a) hereof shall be valid and perfected Liens and security interests in the Collateral, prior to all other Liens and security interests in the Collateral (subject to Permitted Priority LiensLiens and any action required under foreign law with respect to the Capital Stock of Foreign Subsidiaries solely to the extent that such foreign law is applicable). Such Liens and security interests and their priority shall remain in effect until the total Commitment shall have been terminated and all Obligations shall have been repaid in cash in full. (c) Notwithstanding anything herein to the contrary (i) all proceeds received by the Agents and the Lenders from the Collateral subject to the Liens granted in this 0 10.4 and in each other Credit Document and by the Bankruptcy Court Orders shall be subject to the prior payment of Carve-Out Expenses to the extent set forth in clause “”first” of the definition of the term “Agreed Administrative Expense Priorities”, and (ii) no Person entitled to Carve-Out Expenses shall be entitled to sell or otherwise dispose, or seek or object to the sale or other disposition, of any Collateral. (d) Notwithstanding anything herein to the contrary, for the avoidance of doubt, the parties hereby agree that the term “Collateral” shall not include any FCC License held by any Borrower to the extent that any requirement of law applicable thereto prohibits the creation of a security interest therein but shall include: (i) the right to receive any payment of money (including, without limitation, general intangibles for money due or to become due); and (ii) any proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions or replacements of any FCC License (unless such proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions or replacements itself would constitute an FCC License to the extent that any requirements of law applicable thereto prohibits the creation of a security interest therein).

Collateral; Grant of Lien and Security Interest. (a) Pursuant to the Bankruptcy Court Orders and in accordance with the terms thereof, as As security for the full and timely payment and performance of all of the Obligations, the each Credit Parties Party hereby, assignas of the Interim Order Entry Date and subject thereto, pledge pledges and grant grants to the Collateral Agent, for the benefit of the Agents and the Lenders (the “Secured Parties”)Lenders, a security interest in and to and Lien on all of the property, assets or interests in property or assets of such Person, of any kind or nature whatsoever, real or personal, tangible and intangible now existing or hereafter acquired or created, including, without limitation, all property of the “estate” (within the meaning of the Bankruptcy Code) of the such Credit PartiesParty, and all accounts, inventory, goods, contract rights, instruments, documents, chattel paper, patents, trademarks, copyrights and licenses therefor, general intangibles, payment intangibles, letters of credit, letter-of-credit rights, supporting obligations, machinery and equipment, real property (including all Facilities)property, fixtures, leases, all of the Capital Stock of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(22(c)) and all of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of each direct Subsidiary of such Credit Party (but excluding the CompanyCapital Stock of all Foreign Subsidiaries that are not first-tier Foreign Subsidiaries), all of the Capital Stock of all other Persons that are not Subsidiaries directly owned by the Companysuch Credit Party, money, investment property, deposit accounts, all commercial tort claims and other all causes of action arising under the Bankruptcy Code or otherwise (other than Avoidance Actions)including, without limitation, all the proceeds of all Avoidance Actions, all Cash Collateral (as defined in the Interim Bankruptcy Court Orderbut excluding such Avoidance Actions), and all cash and non-cash proceeds, rents, products, substitutions, accessions products and profits of any of collateral described above (all property of the Credit Loan Parties subject to the security interest referred to in this Section 00 2.24 being hereinafter, collectively, hereafter collectively referred to as the “Collateral”). Notwithstanding anything to the contrary contained in this section, in no event shall the Collateral include or the security interest granted under Section 2.24(a) hereof attach to (a) any lease, license, contract, property rights or agreement to which any Credit Party is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of any Credit Party therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract property rights or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code and any other insolvency or similar law of any other jurisdiction) or principles of equity), provided however that the Collateral shall include and such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract, property rights or agreement that does not result in any of the consequences specified in (i) or (ii) above, (b) any “intent to use” Trademark applications for which a statement of use has not been filed, (but only until such statement is filed), and (c) equipment owned by any Credit Party that is subject to a purchase money Lien or a Capital Lease if the contract or other agreement in which such Lien is granted (or in the documentation providing for such Capital Lease) prohibits or requires the consent of any Person other than the Company and its Affiliates as a condition to the creation of any other Lien on such equipment (collectively, the “Excluded Property”); provided, however, the foregoing shall not include any proceeds, substitutions or replacements of the above (unless such proceeds, substitutions or replacements would constitute Excluded Property). (b) Upon entry of the Interim Bankruptcy Court Order or Final Bankruptcy Court Order and subject to the terms thereofOrder, as the case may be, the Liens and security interests in favor of the Collateral Agent referred to in 0 Section 2.24(a) hereof shall be valid and perfected Liens and security interests in the Collateral, prior to all other Liens and security interests in the Collateral Collateral, other than for the Permitted Priority Liens (and, subject to Permitted Priority Liensthe terms of the Intercreditor Agreement, the Liens securing the Revolving Credit Obligations). Such Liens and security interests and their priority shall remain in effect until the total Commitment Commitments shall have been terminated and all Obligations (other than contingent indemnity obligations) shall have been repaid in cash in full. (c) Notwithstanding anything herein to the contrary (i) all proceeds received by the Agents and the Lenders from the Collateral subject to the Liens granted in this 0 Section 2.24 and in each other Credit Document and by the Bankruptcy Court Orders shall be subject to the prior payment of (x) Carve-Out Expenses to the extent set forth in clause “first” of the definition of the term “Agreed Administrative Expense Priorities”, and (y) subject to the terms of the Intercreditor Agreement, the Revolving Credit Obligations, and (ii) no Person entitled to such Carve-Out Expenses shall be entitled to sell or otherwise dispose, or seek or object to the sale or other disposition, of any Collateral.