Common use of Shared Collateral Clause in Contracts

Shared Collateral. The Company will provide, and will cause certain subsidiaries to provide, collateral interests in substantially all their personal property in which the collateral interests may be perfected by the filing of Uniform Commercial Code financing statements and in certain capital stock or other equity interests in certain subsidiaries (the “Shared Collateral” which term shall, for the avoidance of doubt, include all collateral in which the Collateral Agent now or in the future has a lien pursuant to the Collateral Documents, except that such term will not include the capital stock of PAS unless the inclusion of such capital stock is consented to in writing by the Administrative Agent (or, if there is no Administrative Agent, the Majority Banks)) as security for (i) the Bank Debt, (ii) the Other Guaranty Shared Collateral Debt, and (iii) obligations under those interest rate protection, foreign currency exchange agreements and similar agreements with lenders under the Bank Credit Agreement or with their affiliates identified on Schedule 2.1(b) or with the written approval of the Administrative Agent (or if there is no Administrative Agent, the Majority Banks) (collectively, as more particularly described in the Collateral Documents, the “Shared Collateral Secured Obligations”). In each case, the liens and security interests in the Shared Collateral will be given as common shared liens and interests in favor of the Collateral Agent and shall rank pari passu for the ratable benefit of the holders of the Shared Collateral Secured Obligations. Notwithstanding anything contained herein or in any other agreement to the contrary, including but not limited to the Bank Credit Agreement and the Collateral Documents, the Credit Balance Account shall not be deemed Shared Collateral. 1.4 Section 2.2 (Undertakings), Section 2.4 (Proceeds of Collateral), Section 2.5 (Release and Disposition of Collateral), Section 2.6 (Restrictions on Transfer of Shared Collateral Debt), Section 2.7 (Replacement of Collateral Agent), Section 2.8 (Intercreditor Arrangements in Bankruptcy), Section 2.9 (Liability of Collateral Agent) and Section 2.10 (Indemnification of Collateral Agent) are hereby deleted and replaced with “[Intentionally Omitted]”. 1.5 Section 3.3 (Termination) is amended to read as follows:

Shared Collateral. The Company will provideAs collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Sharing Obligations, each Grantor hereby pledges and will cause certain subsidiaries grants to provide, collateral interests in substantially all their personal property in which the collateral interests may be perfected by the filing of Uniform Commercial Code financing statements and in certain capital stock or other equity interests in certain subsidiaries (the “Shared Collateral” which term shallCollateral Trustee, for the avoidance benefit of doubtthe Sharing Secured Parties as hereinafter provided, include a security interest in and to all collateral of such Grantor's right, title and interest in, to and under the following property, whether now owned by such Grantor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as the "SHARED COLLATERAL"): (a) the Pledged Debt; (b) the shares of voting stock of the Issuers identified in Annex 3 under the name of such Grantor and all other shares of capital stock of whatever class of the Issuers together with all rights, privileges, authority and power of such Issuer with respect to such shares, in each case together with the certificates, instruments and agreements, if any, evidencing the same (collectively, the "PLEDGED STOCK"), together with: (i) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights, agreements or options issued to the holders of, or otherwise in respect of, the Pledged Stock; and (ii) without affecting the obligations of such Grantor under any provision prohibiting such action hereunder or under the Solutia Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the Collateral Agent now or in the future has a lien pursuant to the Collateral Documentssurviving corporation, except that such term will not include all shares of each class of the capital stock of PAS the successor corporation (unless such successor corporation is such Grantor itself) formed by or resulting from such consolidation or merger (the inclusion of such capital stock is consented Pledged Stock, together with all other certificates, shares, securities, properties or moneys as may from time to in writing by the Administrative Agent time be pledged hereunder pursuant to this clause (or, if there is no Administrative Agent, the Majority Banks)ii) as security for and clause (i) above being herein collectively called the Bank Debt, "STOCK COLLATERAL"); (iic) the Other Guaranty Shared Collateral Debt, and (iii) obligations under those interest rate protection, foreign currency exchange agreements and similar agreements with lenders under the Bank Credit Agreement or with their affiliates identified on Schedule 2.1(b) or with the written approval of the Administrative Agent (or if there is no Administrative Agent, the Majority Banks) (collectively, as more particularly described in the Collateral Documents, the “Shared Collateral Secured Obligations”). In each case, the liens and security interests in the Shared Collateral will be given Account (as common shared liens defined below) and interests in favor the balance from time to time therein; and (d) all proceeds, profits, income, benefits, substitutions and replacements of the Collateral Agent and shall rank pari passu for the ratable benefit of the holders to any of the Shared Collateral Secured Obligations. Notwithstanding anything contained herein or in any other agreement and, to the contraryextent related to any Shared Collateral, all books, correspondence, credit files, records, invoices and other papers, including but not limited all tapes, cards, computer runs and other papers and documents in the possession or under the control of such Grantor or any computer bureau or service company from time to the Bank Credit Agreement and the Collateral Documents, the Credit Balance Account shall not be deemed Shared Collateraltime acting for such Grantor. 1.4 Section 2.2 (Undertakings), Section 2.4 (Proceeds of Collateral), Section 2.5 (Release and Disposition of Collateral), Section 2.6 (Restrictions on Transfer of Shared Collateral Debt), Section 2.7 (Replacement of Collateral Agent), Section 2.8 (Intercreditor Arrangements in Bankruptcy), Section 2.9 (Liability of Collateral Agent) and Section 2.10 (Indemnification of Collateral Agent) are hereby deleted and replaced with “[Intentionally Omitted]”. 1.5 Section 3.3 (Termination) is amended to read as follows: