EX-10.2



 Exhibit 10.2 
 EXECUTION VERSION 
 ABL INTERCREDITOR AGREEMENT 

dated as of 

March 28, 2013 
 among 
 JPMORGAN CHASE BANK, N.A., 

as ABL Facility Collateral Agent, 
 WILMINGTON TRUST, NATIONAL ASSOCIATION, 
 as Applicable First-Lien Agent,

 WILMINGTON TRUST, NATIONAL ASSOCIATION, 
 as First-Lien Collateral Agent, 
 MOMENTIVE SPECIALTY CHEMICALS INC. 

and 
 The
Subsidiaries of Momentive Specialty Chemicals Inc. Named Herein 







 This ABL INTERCREDITOR AGREEMENT (as amended, restated, supplemented or otherwise modified
from time to time, this “Agreement”), dated as of March 28, 2013, is among JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent for the ABL Facility Secured Parties referred to herein (together with
its successors or co-agents in substantially the same capacity as may from time to time be appointed, the “ABL Facility Collateral Agent”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as Applicable First-Lien Agent (as defined
herein), acting on behalf of the First-Lien Secured Parties referred to herein, WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent for the First-Lien Secured Parties (together with its successors and co-agents in substantially the same
capacity as may from time to time be appointed, the “First-Lien Collateral Agent”), MOMENTIVE SPECIALTY CHEMICALS INC., a New Jersey corporation (the “U.S. Borrower”), the Subsidiaries of the U.S.
Borrower party hereto, each Other First-Priority Lien Obligations Representative and each Other First-Priority Lien Obligations Collateral Agent from time to time party hereto. 

Momentive Specialty Chemicals Holdings LLC, a Delaware limited liability company (“Holdings”), the U.S. Borrower,
Momentive Specialty Chemicals Canada Inc., a Canadian corporation, as Canadian borrower, Momentive Specialty Chemicals B.V., a besloten vennootschap met beperkte aansprakelijkheid under the laws of The Netherlands, as Dutch borrower,
Momentive Specialty Chemicals UK Limited, a company incorporated under the laws of England and Wales, and Borden Chemical UK Limited, a company incorporated under the laws of England and Wales, as U.K. borrowers, the lenders and other parties party
thereto from time to time and the ABL Facility Collateral Agent are party to the Asset-Based Revolving Credit Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “ABL
Credit Agreement”). 
 Hexion U.S. Finance Corp., a Delaware corporation (the “Issuer”),
the U.S. Borrower, the U.S. Borrower’s certain other Subsidiaries and Wilmington Trust, National Association, as trustee for the First-Lien Noteholders (together with such trustee’s successors or co-agents or co-trustees in substantially
the same capacity as may from time to time be appointed as trustee, the “Trustee”), are party to the Indenture, dated as of the Issue Date (as supplemented by the First Supplemental Indenture, dated as of January 31,
2013, the Second Supplemental Indenture, dated as of the date hereof, and as further amended, restated, supplemented or otherwise modified from time to time, the “First-Lien Note Indenture”), pursuant to which 6.625%
First-Priority Senior Secured Notes due 2020 (the “First-Lien Notes”) were issued. 
 The Applicable
First-Lien Agent and the Trustee are party to the First-Lien Intercreditor Agreement, dated the Issue Date, as consented to by the U.S. Borrower and certain Subsidiaries of the U.S. Borrower (such First-Lien Intercreditor Agreement, as amended,
modified, supplemented, replaced or restated, in whole or in part, from time to time, the “First-Lien Intercreditor Agreement”). 
 This Agreement governs the relationship between the First-Lien Secured Parties as a group, on the one hand, and the ABL Facility Secured Parties, on the other hand, with respect to the Collateral shared
by the First-Lien Secured Parties and the ABL Facility Secured Parties (which, for the avoidance of doubt, on the date hereof, shall be Collateral of the U.S. Borrower and its domestic Subsidiaries), while the First-Lien Intercreditor Agreement
governs 







 
the relationship of the First-Lien Secured Parties among themselves with respect to the Collateral. In addition, it is understood and agreed that not all of the Secured Parties may have security
interests in all of the Collateral and nothing in this Agreement is intended to give rights to any Person in any Collateral in which such Person (or their Representative or Collateral Agent) does not otherwise have a security interest. 

In consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows: 
 ARTICLE I 

Definitions 
 SECTION 1.01 Construction; Certain Defined Terms. 
 (a) The
definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the
context requires otherwise, (i) any definition of or reference to any agreement, instrument, other document, statute or regulation herein shall be construed as referring to such agreement, instrument, other document, statute or regulation as
from time to time amended, supplemented or otherwise modified, (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, but shall not be deemed to include the subsidiaries of such Person
unless express reference is made to such subsidiaries, (iii) the words “herein”, “hereof and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any
particular provision hereof, (iv) all references herein to Articles, Sections and Exhibits shall be construed to refer to Articles, Sections and Exhibits of this Agreement, (v) unless otherwise expressly qualified herein, the words
“asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the
term “or” is not exclusive. 
 (b) As used in this Agreement, the following terms have the meanings specified below:

 “ABL Credit Agreement” has the meaning set forth in the recitals. 

“ABL Facility” means (a) the ABL Credit Agreement, as amended, restated, supplemented, waived, replaced
(whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time after the date hereof, including any agreement or indenture extending the
maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or
indentures or increasing the amount loaned or issued 

  
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thereunder or altering the maturity thereof (except to the extent any such refinancing, replacement or restructuring is designated by the U.S. Borrower not to be included in the definition of
“ABL Facility”), and (b) whether or not the facility referred to in clause (a) remains outstanding, if designated by the U.S. Borrower to be included in the definition of “ABL Facility” and subject to the satisfaction
of the requirements set forth in Section 6.15, one or more (i) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to lenders or
to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (ii) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank
guarantees or bankers’ acceptances), or (iii) instruments or agreements evidencing any other indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended,
restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time. 
 “ABL
Facility Collateral Agent” has the meaning set forth in the recitals. 
 “ABL Facility
Documents” means the ABL Facility, the ABL Facility Security Documents and the other “Loan Documents” as defined in the ABL Facility. 
 “ABL Facility Secured Parties” means the “Secured Parties” as defined in the ABL Facility. 
 “ABL Facility Security Agreement” means the Collateral Agreement, dated as of the date hereof, among the U.S. Borrower, each other pledgor party thereto and the ABL Facility
Collateral Agent, as amended, supplemented or modified from time to time in accordance with its terms. 
 “ABL
Facility Security Documents” means the ABL Facility Security Agreement, the ABL Mortgages and any other documents now existing or entered into after the date hereof that create Liens on any assets or properties of any Grantor to secure
any ABL Obligations. 
 “ABL Mortgages” means all “Mortgages” as defined in the ABL Facility.

 “ABL Obligations” means all “Obligations” (as such term is defined in the ABL Facility) of
the borrowers and other obligors under the ABL Facility, any of the other ABL Facility Documents or the Ancillary Agreements (as defined in the ABL Facility), to pay principal, premium, if any, and interest (including any interest accruing after the
commencement of bankruptcy or insolvency proceedings, regardless of whether allowed or allowable in such proceeding) when due and payable, and all other amounts due or to become due under or in connection with the ABL Facility Documents or such
Ancillary Agreements and the performance of all other Obligations of the obligors thereunder to the lenders and agents under the ABL Facility Documents, according to the respective terms thereof. 

“ABL Priority Collateral” means any and all of the following Collateral now owned or at any time hereafter
acquired by the U.S. Borrower or any other Grantor to the extent a security interest in such Collateral has been or may hereafter be granted to the ABL Facility Collateral Agent under the ABL Facility Security Documents: (a) all Accounts;
(b) all Inventory; 

  
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(c) to the extent evidencing, governing, securing or otherwise related to the items referred to in the preceding clauses (a) and (b), all (i) General Intangibles, (ii) Chattel
Paper, (iii) Instruments and (iv) Documents; (d) all Payment Intangibles (including corporate tax refunds), other than any Payment Intangibles that represent tax refunds in respect of or otherwise related to Real Estate Assets,
Fixtures or Equipment; (e) all payments received from Grantors’ credit card clearing houses and processors or otherwise in respect of all credit card charges for sales of inventory by the Grantors; (f) all collection accounts, deposit
accounts, securities accounts and commodity accounts and any cash or other assets in any such accounts (other than separately identified cash proceeds of Notes Priority Collateral in a segregated account) and securities entitlements and other rights
with respect thereto; (g) to the extent relating to any of the items referred to in the preceding clauses (a) through (f) constituting ABL Priority Collateral, all Supporting Obligations and letter-of-credit rights; (h) all books
and records related to the foregoing; and (i) all products and proceeds of any and all of the foregoing in whatever form received, including proceeds of insurance policies related to Inventory of any Grantor and business interruption insurance
(in each case, except to the extent constituting proceeds of Notes Priority Collateral). All capitalized terms used in this definition and not defined elsewhere in this Agreement have the meanings assigned to them in the New York UCC. 

“ABL Priority Possessory Collateral” means ABL Priority Collateral that is Possessory Collateral. 

“Agreement” has the meaning set forth in the recitals. 

“Applicable First-Lien Agent” means the “Applicable Authorized Representative” under and as defined in
the First-Lien Intercreditor Agreement. On the date hereof, Wilmington Trust, National Association is the Applicable First-Lien Agent. For purposes of this Agreement, the ABL Facility Collateral Agent may treat Wilmington Trust, National Association
as the Applicable First-Lien Agent until notified in writing by the First-Lien Collateral Agent that another representative has become the Applicable First-Lien Agent. 
 “Applicable Junior Collateral Agent” means (a) with respect to the Notes Priority Collateral, the ABL Facility Collateral Agent, and (b) with respect to the ABL Priority
Collateral, the Applicable First-Lien Agent. 
 “Applicable Possessory Collateral Agent” means
(a) with respect to ABL Priority Possessory Collateral, the ABL Facility Collateral Agent, and (b) with respect to Notes Priority Possessory Collateral, the Applicable First-Lien Agent. 

“Applicable Senior Collateral Agent” means (a) with respect to the ABL Priority Collateral, the ABL Facility
Collateral Agent, and (b) with respect to the Notes Priority Collateral, the Applicable First-Lien Agent. 

“Bankruptcy Case” has the meaning set forth in Section 2.06(b). 

“Bankruptcy Code” means Title 11 of the United States Code, as amended. 

  
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 “Business Day” means any day that is not a Saturday, Sunday or other
day that is a legal holiday under the laws of the State of New York or on which banking institutions in the State of New York are required or authorized by law or other governmental action to close. 

“Class” has the meaning set forth in the definition of Senior Secured Obligations. 

“Collateral” means all assets and properties subject to Liens in favor of any Secured Party created by any of the
ABL Facility Security Documents or the First-Lien Security Documents, as applicable, to secure the ABL Obligations or any First-Priority Lien Obligations, as applicable. 
 “Collateral Agent” means the ABL Facility Collateral Agent, the First-Lien Collateral Agent, each Other First-Priority Lien Obligations Collateral Agent, or all of the foregoing,
as the context may require. 
 “Comparable Junior Priority Collateral Document” means, in relation to
any Senior Secured Obligations Collateral subject to any Lien created under any Senior Secured Obligations Collateral Document, those Junior Secured Obligations Collateral Documents that create a Lien on the same Collateral, granted by the same
Grantor. 
 “DIP Financing” has the meaning set forth in Section 2.06(b). 

“DIP Financing Liens” has the meaning set forth in Section 2.06(b). 

“DIP Lenders” has the meaning set forth in Section 2.06(b). 

“Discharge” means, with respect to any Obligations, except to the extent otherwise provided herein or in any
Junior Lien Intercreditor Agreement with respect to the reinstatement or continuation of any such Obligations, the payment in full in cash (except for contingent indemnities and cost and reimbursement obligations to the extent no claim has been
made) of all such Obligations then outstanding, if any, and, with respect to letters of credit or letter of credit guaranties outstanding under the agreements or instruments (collectively, the “Relevant Instruments”)
governing such Obligations, delivery of cash collateral or backstop letters of credit in respect thereof in a manner consistent with such agreement or instrument, in each case after or concurrently with the termination of all commitments to extend
credit thereunder, and the termination of all commitments of “secured parties” under the Relevant Instruments; provided that (i) the Discharge of ABL Obligations shall not be deemed to have occurred if such payments are made in
connection with the establishment of another ABL Facility (unless in connection with such replacement all of the ABL Obligations are repaid in full in cash (and the other conditions set forth in this definition prior to the proviso are satisfied)
with the proceeds of a Qualified Receivables Financing (as defined in the First-Lien Note Indenture), in which case a Discharge of ABL Obligations shall be deemed to have occurred) and (ii) the Discharge of First-Priority Lien Obligations shall
not be deemed to have occurred if such payments are made with the proceeds of other First-Priority Lien Obligations that constitute an exchange or replacement for or a refinancing of such Obligations or First-Priority Lien Obligations. In the event
any Obligations are modified and such Obligations are paid over time or otherwise modified, in each case, pursuant to Section 1129 of the Bankruptcy Code, such Obligations shall be deemed to be discharged when the final payment is made, in
cash, in respect of such indebtedness and any obligations pursuant to such new or modified indebtedness shall have been satisfied. The term “Discharged” shall have a corresponding meaning. 

  
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 “Event of Default” means an “Event of Default” under and
as defined in the ABL Facility, the Indenture and/or any Other First-Priority Lien Obligations Credit Documents, as the context may require. 
 “First-Lien Collateral Agent” has the meaning set forth in the recitals. 
 “First-Lien Intercreditor Agreement” has the meaning set forth in the recitals. On the date hereof, the First-Lien Notes are the only outstanding First Lien Obligations under and
as defined in the First-Lien Intercreditor Agreement. 
 “First-Lien Mortgages” means all mortgages,
trust deeds, deeds of trust, deeds to secure debt, assignments of leases and rents, and other security documents now existing or to be entered into by and among the U.S. Borrower, the Issuer and the other Subsidiaries of the U.S. Borrower party
thereto and the First-Lien Collateral Agent that create Liens on real property of any Grantor to secure any First-Priority Lien Obligations. 
 “First-Lien Note Documents” means the First-Lien Note Indenture, the First-Lien Security Agreement, the First-Lien Mortgages and any other documents now existing or entered into
after the date hereof that create Liens on any assets or properties of any Grantor to secure any First-Lien Note Obligations. 

“First-Lien Note Guarantee” means any guarantee of the Obligations of the Issuer under the First-Lien Note
Indenture and the First-Lien Notes by any Person in accordance with the provisions of the First-Lien Note Indenture. 

“First-Lien Note Guarantor” means any Person that incurs a First-Lien Note Guarantee; provided that, upon
the release or discharge of such Person from its First-Lien Note Guarantee in accordance with the First-Lien Note Indenture, such Person ceases to be a First-Lien Note Guarantor. 

“First-Lien Noteholders” means the holders of the First-Lien Notes. 

“First-Lien Note Indenture” has the meaning set forth in the recitals. 

“First-Lien Note Obligations” means all “Notes Obligations” (as such term is defined in the First-Lien
Note Indenture) of the Issuer and any other obligor under the First-Lien Note Indenture or any of the other First-Lien Note Documents, including any First-Lien Note Guarantor, to pay principal, premium, if any, and interest (including any interest
accruing after the commencement of bankruptcy or insolvency proceedings regardless of whether allowed or allowable in such proceeding) when due and payable, and all other amounts due or to become due under or in connection with the First-Lien Note
Documents and the performance of all other Obligations of the Issuer and the First-Lien Note Guarantors to the Trustee and the holders of the First-Lien Notes under the First-Lien Note Documents, according to the respective terms thereof.


  
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 “First-Lien Note Secured Parties” means, at any time, (a) the
First-Lien Noteholders, (b) the Trustee, (c) the beneficiaries of each indemnification obligation undertaken by any of the U.S. Borrower and its Subsidiaries under any First-Lien Note Document and (d) the successors and permitted
assigns of each of the foregoing. 
 “First-Lien Notes” has the meaning set forth in the recitals.

 “First-Lien Secured Parties” means (a) the First-Lien Collateral Agent and the Applicable
First-Lien Agent, (b) the First-Lien Note Secured Parties and (c) each Other First-Priority Lien Obligations Secured Party. 
 “First-Lien Security Agreement” means the Collateral Agreement, dated as of the date hereof, by and among the U.S. Borrower, the Issuer, the Subsidiaries of the U.S. Borrower party
thereto and the First-Lien Collateral Agent that creates Liens on property of any Grantor to secure any First-Priority Lien Obligations. 
 “First-Lien Security Documents” means the First-Lien Security Agreement, the First-Lien Note Indenture (in the case of the First-Lien Note Obligations), the First-Lien Mortgages
and any other documents now existing or entered into after the date hereof that create Liens on any assets or properties of any Grantor to secure any First-Priority Lien Obligations. 

“First-Priority Lien Obligations” means (a) the First-Lien Note Obligations and (b) the Other
First-Priority Lien Obligations. 
 “First-Priority Lien Obligations Documents” means (a) the
First-Lien Note Documents and (b) each of the Other First-Priority Lien Obligations Documents. 

“First-Priority Lien Obligations Representative” means, collectively, the Applicable First-Lien Agent, the
First-Lien Collateral Agent, the Trustee and each Other First-Priority Lien Obligations Representative. 

“Grantor” means the U.S. Borrower and each domestic Subsidiary of the U.S. Borrower that shall have granted any
Lien in favor of any Collateral Agent on any of its assets or properties to secure any of the Obligations. 

“Holdings” has the meaning set forth in the recitals. 

“Indenture” means (a) the First-Lien Note Indenture, as amended, restated, supplemented, waived, replaced
(whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time after the Issue Date, including any agreement or indenture extending the
maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or
indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof, and (b) whether or not the Indenture referred to in clause (a) remains outstanding, if designated by the U.S. Borrower to be included in the
definition of “Indenture”, one or more (i) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, receivables financing (including through the sale of


  
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receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (ii) debt securities, indentures or other forms of debt
financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances) or (iii) instruments or agreements evidencing any other indebtedness, in each case, with the same or different borrowers or
issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time. 

“Insolvency or Liquidation Proceeding” means (a) any case commenced by or against the U.S. Borrower or any
other Grantor under the Bankruptcy Code, any other proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of the U.S. Borrower or any other Grantor, any receivership or assignment for the
benefit of creditors relating to the U.S. Borrower or any other Grantor or any similar case or proceeding relative to the U.S. Borrower or any other Grantor or its creditors, as such, in each case whether or not voluntary; (b) any liquidation,
dissolution, marshalling of assets or liabilities or other winding up of or relating to the U.S. Borrower or any other Grantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or (c) any other
proceeding of any type or nature in which substantially all claims of creditors of the U.S. Borrower or any other Grantor are determined and any payment or distribution is or may be made on account of such claims. 

“Intercreditor Agent” has the meaning set forth in Section 6.16. 

“Issue Date” means March 14, 2012. 
 “Issuer” has the meaning set forth in the recitals. 

“Joinder Agreement” means an agreement in form and substance substantially similar to Exhibit A or
Exhibit B hereto, as applicable, pursuant to which any Other First-Priority Lien Obligations Secured Parties or any other ABL Facility Secured Parties, as applicable, either directly or through their respective Other First-Priority Lien
Obligations Representative and/or Other First-Priority Lien Obligations Collateral Agent or collateral agent for the new ABL Obligations, as applicable, become a party hereto in accordance with Section 6.15 hereof. 

“Junior Claims” means (a) with respect to the ABL Priority Collateral, the First-Priority Lien Obligations
secured by such Collateral, and (b) with respect to the Notes Priority Collateral, the ABL Obligations secured by such Collateral. 
 “Junior Collateral Agent” means (a) with respect to the Notes Priority Collateral, the ABL Facility Collateral Agent, and (b) with respect to the ABL Priority Collateral,
the Senior First-Priority Collateral Agent. 
 “Junior Lien Intercreditor Agreements” means (a) the
Intercreditor Agreement, dated as of January 29, 2010, among JPMorgan Chase Bank, N.A., as intercreditor agent and as senior-priority agent for the senior lender claims under the ABL Facility, Wilmington Trust, National Association, as
senior-priority agent for the senior lender claims under the First-Lien Note Indenture, Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as trustee and collateral agent, Holdings, the U.S. Borrower and the
Subsidiaries of 

  
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the U.S. Borrower party thereto, as amended, supplemented, restated or otherwise modified from time to time before or after the date hereof, (b) the Amended and Restated Intercreditor
Agreement, dated as of January 31, 2013, among JPMorgan Chase Bank, N.A., as intercreditor agent and as senior-priority agent for the senior lender claims under the ABL Facility, Wilmington Trust, National Association (as successor by
merger to Wilmington Trust FSB), as senior-priority agent for the holders of the notes issued under the 1.5 Lien Indenture (as defined therein), Wilmington Trust, National Association, as senior-priority agent for the holders of the notes issued
under the First-Lien Note Indenture, Wilmington Trust Company, as trustee and collateral agent, Holdings, the U.S. Borrower and the Subsidiaries of the U.S. Borrower party thereto, as amended, supplemented, restated or otherwise modified from time
to time before or after the date hereof, and (c) any other intercreditor agreements governing any junior priority liens on the Collateral (junior to both the ABL Obligations and the First-Priority Lien Obligations) that is incurred after the
Issue Date in compliance with the ABL Facility and any First-Priority Lien Obligations Credit Documents. 
 “Junior
Representative” means (a) with respect to the Notes Priority Collateral, the ABL Facility Collateral Agent, and (b) with respect to the ABL Priority Collateral, each First-Priority Lien Obligations Representative. 

“Junior Secured Obligations” means (a) with respect to the ABL Obligations (to the extent such Obligations
are both secured by the ABL Priority Collateral), the First-Priority Lien Obligations, and (b) with respect to the First-Priority Lien Obligations (to the extent such Obligations are both secured by the Notes Priority Collateral), the ABL
Obligations. 
 “Junior Secured Obligations Collateral” means, with respect to any Obligations, the
Collateral in respect of which such Obligations constitute Junior Claims. 
 “Junior Secured Obligations Collateral
Documents” means (a) with respect to the First-Priority Lien Obligations, the ABL Facility Security Documents, and (b) with respect to the ABL Obligations, the First-Lien Security Documents. 

“Junior Secured Obligations Secured Parties” means (a) with respect to the Notes Priority Collateral, the
ABL Facility Secured Parties, and (b) with respect to the ABL Priority Collateral, the First-Lien Secured Parties. 

“Lien” has the meaning set forth in the ABL Facility. 

“Memorandum” has the meaning set forth in Section 2.02(c). 

“Mortgages” means the ABL Mortgages and the First-Lien Mortgages. 

“New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.

 “Notes Priority Collateral” means any and all of the following Collateral now owned or at any time
hereafter acquired by the U.S. Borrower or any other Grantor to the extent a security interest in such Collateral has been or may hereafter be granted to the First-Lien Secured Parties under the First-Lien Security Documents: (a) all Real
Estate Assets, Fixtures and 

  
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Equipment; (b) all intellectual property; (c) all equity interests in each Grantor’s subsidiaries (limited to 65% of the voting interests of the Grantors’ foreign
subsidiaries); (d) all General Intangibles, Chattel Paper, Instruments and Documents (other than General Intangibles, Chattel Paper, Instruments and Documents that are ABL Priority Collateral); (e) all Payment Intangibles that represent
tax refunds in respect of or otherwise relate to Real Estate Assets, Fixtures or Equipment; (f) all intercompany indebtedness of the U.S. Borrower and its subsidiaries; (g) all permits and licenses related to any of the foregoing
(including any permits or licenses related to the ownership or operation of Real Estate Assets, Fixtures or Equipment of any Grantor); (h) all proceeds of insurance policies (excluding any such proceeds that relate to ABL Priority Collateral);
(i) all books and records related to the foregoing and not relating to ABL Priority Collateral; (j) all products and proceeds of any and all of the foregoing (other than any such proceeds that are ABL Priority Collateral); and (k) all
other Collateral not constituting ABL Priority Collateral. All capitalized terms used in this definition and not defined elsewhere in this Agreement have the meanings assigned to them in the New York UCC. 

“Notes Priority Possessory Collateral” means Notes Priority Collateral that is Possessory Collateral. 

“Obligations” means the ABL Obligations and the First-Priority Lien Obligations. 

“Other First-Priority Lien Obligations” means (i) all “Obligations” as defined in the First-Lien
Security Agreement (other than the First-Lien Note Obligations) and (ii) any other Obligations of the Issuer and the First-Lien Note Guarantors (other than the First-Lien Note Obligations and the ABL Obligations) that are equally and ratably
secured with the First-Lien Note Obligations and are designated by the U.S. Borrower as “Other First-Priority Lien Obligations”; provided that, with respect to this clause (ii), the requirements set forth in Section 6.15 shall
have been satisfied. 
 “Other First-Priority Lien Obligations Collateral Agent” means, with respect to
any Series of Other First-Priority Lien Obligations, the Person elected, designated or appointed as the collateral agent of such Series by or on behalf of the holders of such Series of Other First-Priority Lien Obligations and its respective
successors in substantially the same capacity as may from time to time be appointed (which, with respect to any Other First-Priority Lien Obligations that are secured under the First-Lien Security Documents, shall be the First-Lien Collateral
Agent). 
 “Other First-Priority Lien Obligations Credit Document” means any (a) instruments,
agreements or documents evidencing debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to
borrow from lenders against such receivables) or letters of credit, (b) debt securities, indentures and/or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances),
or (c) instruments or agreements evidencing any other indebtedness, in each case to the extent that (i) the obligations in respect thereof constitute Other First-Priority Lien Obligations and (ii) if applicable, the Representative
with respect thereto has become a party hereto in accordance with Section 6.15 hereof. 

  
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 “Other First-Priority Lien Obligations Documents” means each Other
First-Priority Lien Obligations Credit Document and each First-Lien Security Document related thereto. 
 “Other
First-Priority Lien Obligations Representative” means, with respect to any Series of Other First-Priority Lien Obligations or any separate facility within such Series, the Person elected, designated or appointed as the administrative
agent, trustee or other authorized representative of such Series or such separate facility within such Series by or on behalf of the holders of such Series of Other First-Priority Lien Obligations or such separate facility within such Series, and
its respective successors in substantially the same capacity as may from time to time be appointed. 
 “Other
First-Priority Lien Obligations Secured Parties” means (i) the “Secured Parties” as defined in the First-Lien Security Agreement (other than the First-Lien Note Secured Parties) and (ii) any other holders of any
Other First-Priority Lien Obligations who have, directly or through their respective Other First-Priority Lien Obligations Representative and/or Other First-Priority Lien Obligations Collateral Agent, become party to and bound by this Agreement
pursuant to a Joinder Agreement in accordance with the provisions of Section 6.15 hereof. 
 “Permitted
Remedies” means, with respect to any Junior Secured Obligations: 
 (i) filing a claim or statement of interest
with respect to such Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against any Grantor; 
 (ii) taking any action (not adverse to the Liens securing Senior Secured Obligations, the priority status thereof, or the rights of the Applicable Senior Collateral Agent or any of the Senior Secured
Obligations Secured Parties to exercise rights, powers and/or remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any of the Collateral; 

(iii) filing any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading
made by any person objecting to or otherwise seeking the disallowance of the claims of the Junior Secured Obligations Secured Parties, including any claims secured by the Junior Secured Obligations Collateral, in each case in accordance with the
terms of this Agreement; 
 (iv) filing any pleadings, objections, motions or agreements which assert rights or interests
available to unsecured creditors of the Grantors arising under either any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement or applicable law (including the
bankruptcy laws of any applicable jurisdiction); and 
 (v) voting on any Plan of Reorganization, filing any proof of claim,
making other filings and making any arguments, obligations and motions (including in support of or opposition to, as applicable, the confirmation or approval of any Plan of Reorganization) that are, in each case, in accordance with the terms of this
Agreement. 

  
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 “Person” means any natural person, corporation, business trust,
joint venture, association, company, partnership, limited liability company or government, individual or family trusts, or any agency or political subdivision thereof. 
 “Plan of Reorganization” means any plan of reorganization, plan of liquidation, agreement for composition or other type of plan of arrangement proposed in or in connection with any
Insolvency or Liquidation Proceeding. 
 “Possessory Collateral” means the Collateral in the possession
or control of any Collateral Agent (or its agents or bailees), to the extent that possession or control thereof perfects a Lien thereon under the Uniform Commercial Code of any jurisdiction. Possessory Collateral includes, without limitation, any
Certificated Securities, Promissory Notes, Instruments and Chattel Paper, in each case, delivered to or in the possession of any Collateral Agent under the terms of the ABL Facility Security Documents or the First-Lien Security Documents. All
capitalized terms used in this definition and not defined elsewhere in this Agreement have the meanings assigned to them in the New York UCC. 
 “Possessory Collateral Agent” means, with respect to any Possessory Collateral, the Collateral Agent having possession or control (including through its agents or bailees) of same.

 “Proceeds” has the meaning set forth in Section 2.01. 

“Refinance” means to amend, restate, supplement, waive, replace (whether or not upon termination, and whether
with the original parties or otherwise), restructure, repay, refund, refinance or otherwise modify from time to time (including by means of any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring
all or any portion of the obligations under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering
the maturity thereof); provided that any of the foregoing that increases the principal amount of Senior Claims with respect to any Collateral shall be effective for purposes hereof only if such increase does not contravene the documents
pursuant to which any Junior Claims with respect to such Collateral have been incurred. “Refinanced” and “Refinancing” shall have correlative meanings. 

“Real Estate Asset” means, at any time of determination, any interest (fee, leasehold or otherwise) then owned by
any Grantor in any real property. 
 “Representative” means (a) in the case of any ABL Obligations,
the ABL Facility Collateral Agent, and (b) in the case of any First-Priority Lien Obligations, the First-Priority Lien Obligations Representative with respect thereto. 
 “Second Priority Collateral Agreements” means (a) the Collateral Agreement, dated as of January 29, 2010, among the U.S. Borrower, certain of its Subsidiaries and
Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as collateral agent, and (b) the Collateral Agreement, dated as of November 3, 2006, among the U.S. Borrower, certain of its Subsidiaries and
Wilmington Trust Company, as collateral agent, in each case as amended, restated, supplemented or otherwise modified from time to time. 

  
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 “Secured Parties” means (a) the ABL Facility Secured Parties,
(b) the First-Lien Note Secured Parties and (c) each Other First-Priority Lien Obligations Secured Party. 

“Senior Claims” means (a) with respect to the ABL Priority Collateral, the ABL Obligations secured by such
Collateral, and (b) with respect to the Notes Priority Collateral, the First-Priority Lien Obligations secured by such Collateral. 
 “Senior Collateral Agent” means (a) with respect to the Notes Priority Collateral, the Senior First-Priority Collateral Agent, and (b) with respect to the ABL Priority
Collateral, the ABL Facility Collateral Agent. 
 “Senior First-Priority Collateral Agent” means the
First-Lien Collateral Agent and each Other First-Priority Lien Obligations Collateral Agent. 
 “Senior
Representative” means (a) with respect to the Notes Priority Collateral, the First-Lien Collateral Agent and each Other First-Priority Lien Obligations Representative, and (b) with respect to the ABL Priority Collateral, the
ABL Facility Collateral Agent. 
 “Senior Secured Obligations” means (a) with respect to the ABL
Obligations (to the extent such Obligations are both secured by the Notes Priority Collateral), the First-Priority Lien Obligations, and (b) with respect to the First-Priority Lien Obligations (to the extent such Obligations are both secured by
the ABL Priority Collateral), the ABL Obligations; the First-Priority Lien Obligations shall, collectively, constitute one “Class” of Senior Secured Obligations and the ABL Obligations shall constitute a separate
“Class” of Senior Secured Obligations. 
 “Senior Secured Obligations
Collateral” means, with respect to any Obligations, the Collateral in respect of which such Obligations constitute Senior Claims. 
 “Senior Secured Obligations Collateral Documents” means (a) with respect to the First-Priority Lien Obligations, the First-Lien Security Documents, and (b) with respect
to the ABL Obligations, the ABL Facility Security Documents. 
 “Senior Secured Obligations Secured
Parties” means (a) with respect to the Notes Priority Collateral, the First-Lien Secured Parties, and (b) with respect to the ABL Priority Collateral, the ABL Facility Secured Parties. 

“Series” means (a) the First-Lien Note Obligations and each series of Other First-Priority Lien Obligations,
each of which shall constitute a separate Series of the Class of Senior Secured Obligations constituting First-Priority Lien Obligations, except that to the extent that the First-Lien Note Obligations and/or any one or more series of such Other
First-Priority Lien Obligations (i) are secured by identical Collateral held by a common collateral agent and (ii) have their security interests documented by a single set of security documents, such First-Lien Note Obligations and/or each
such series of Other First-Priority Lien Obligations shall collectively constitute a single Series; and (b) the ABL Obligations, which shall constitute the sole Series of the Class of Senior Secured Obligations constituting ABL Obligations.
With respect to the First-Lien Secured Parties, the First-Lien Secured Parties with respect to each Series of First-Priority Lien Obligations shall constitute a separate Series of First-Lien Secured Parties. 

  
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 “Subsidiary” means any “Subsidiary” of the U.S. Borrower
as defined in the Indenture. 
 “Trustee” has the meaning set forth in the recitals. 

“U.S. Borrower” has the meaning set forth in the recitals. 

ARTICLE II 

Priorities and Agreements with Respect to Collateral 
 SECTION 2.01 Priority of Claims. (a) Anything contained herein or in any of the ABL Facility Documents or the First-Priority Lien Obligations Documents to the contrary notwithstanding,
if an Event of Default has occurred and is continuing, and any Collateral Agent is taking action to enforce rights in respect of any Collateral (whether in an Insolvency or Liquidation Proceeding or otherwise), or any distribution is made in respect
of any Collateral in any Insolvency or Liquidation Proceeding with respect to any Grantor, the Proceeds (subject, in the case of any such distribution, to Section 2.06 hereof) (all proceeds of any sale, collection or other liquidation of any
Collateral and all proceeds of any such distribution being collectively referred to as “Proceeds”) shall be applied as follows: 
  

	 	(i)	In the case of Notes Priority Collateral, 

 FIRST, to the Applicable First-Lien Agent for distribution in accordance with the First-Lien Intercreditor Agreement and the First-Lien Security Documents, until payment in full of any First-Priority Lien
Obligations secured by such Notes Priority Collateral, and 
 SECOND, to the payment in full of the ABL Obligations in
accordance with Section 4.02 of the ABL Facility Security Agreement. 
 If any ABL Obligations remain outstanding after the
Discharge of the First-Priority Lien Obligations, all proceeds of the Notes Priority Collateral will be applied to the repayment of any outstanding ABL Obligations. 
  

	 	(ii)	In the case of ABL Priority Collateral, 

 FIRST, to the payment in full of the ABL Obligations in accordance with Section 4.02 of the ABL Facility Security Agreement, and 

SECOND, to the Applicable First-Lien Agent for distribution in accordance with the First-Lien Intercreditor Agreement and the First-Lien
Security Documents. 

  
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 If any First-Priority Lien Obligations remain outstanding after the Discharge of the ABL
Obligations, all proceeds of the ABL Priority Collateral will be applied to the repayment of any outstanding First-Priority Lien Obligations. 
 (b) It is acknowledged that (i) the aggregate amount of any Senior Secured Obligations may, subject to the limitations set forth in the ABL Facility, the Indenture and any Other First-Priority Lien
Obligations Credit Documents, be Refinanced from time to time, all without affecting the priorities set forth in Section 2.01(a) or the provisions of this Agreement defining the relative rights of the ABL Facility Secured Parties and the
First-Lien Secured Parties, and (ii) a portion of the Senior Secured Obligations consists or may consist of indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be
increased or reduced and subsequently reborrowed. The priorities provided for herein shall not be altered or otherwise affected by any Refinancing of either the Junior Secured Obligations (or any part thereof) or the Senior Secured Obligations (or
any part thereof), by the release of any Collateral or of any guarantees for any Junior Secured Obligations or Senior Secured Obligations or by any action that any Representative or Secured Party may take or fail to take in respect of any
Collateral. 
 (c) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens
securing the First-Priority Lien Obligations granted on the Collateral or of any Liens securing the ABL Obligations granted on the Collateral and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, or any other
applicable law or the ABL Facility Documents or the First-Priority Lien Obligations Documents, or any defect or deficiencies in or failure to perfect any such Liens or any other circumstance whatsoever: 

 

	 	(i)	(1) the Liens on the Notes Priority Collateral securing the First-Priority Lien Obligations will rank senior to any Liens on such Notes Priority Collateral securing the
ABL Obligations, and (2) the Liens on the ABL Priority Collateral securing the ABL Obligations will rank senior to any Liens on such ABL Priority Collateral securing the First-Priority Lien Obligations, and 


 

	 	(ii)	The First-Lien Collateral Agent, on behalf of itself and the First-Lien Note Secured Parties, and each Other First-Priority Lien Obligations Collateral Agent, on behalf
of itself and the applicable Other First-Priority Lien Obligations Secured Parties, each hereby agrees that the Liens of each such Collateral Agent shall be of equal priority; provided, however, that the foregoing shall not be construed to
alter the relative rights or priorities of the various Series of First-Priority Lien Obligations against each other Series of First-Priority Lien Obligations, which rights and priorities shall be governed by the First-Priority Lien Obligations
Documents and the First-Lien Intercreditor Agreement. 


  
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 SECTION 2.02 Actions With Respect to Collateral; Prohibition on Contesting
Liens. 
 (a) Until the Discharge of all of the Senior Secured Obligations of a particular Class, (i) only the
Applicable Senior Collateral Agent shall act or refrain from acting with respect to the Senior Secured Obligations Collateral of such Class and then only on the instructions of the applicable Senior Representative (which, in the case of the Notes
Priority Collateral, shall be the Applicable First-Lien Agent), (ii) no Collateral Agent shall follow any instructions with respect to such Senior Secured Obligations Collateral from any Junior Representative or from any Junior Secured
Obligations Secured Parties, and (iii) each Junior Representative and the Junior Secured Obligations Secured Parties shall not, and shall not instruct any Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with
respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its interest
in or realize upon, or take any other action available to it in respect of, any Junior Secured Obligations Collateral, whether under any ABL Facility Security Document or any First-Lien Security Document, as applicable, applicable law or otherwise,
it being agreed that (A) only the Applicable Senior Collateral Agent, acting in accordance with the ABL Facility Security Documents or the First-Lien Security Documents, as applicable, shall be entitled to take any such actions or exercise any
such remedies, or to cause any Collateral Agent to do so and (B) notwithstanding the foregoing, each Junior Representative may take Permitted Remedies. Each Senior Collateral Agent may deal with the Senior Secured Obligations Collateral as if
they had a senior Lien on such Collateral; provided that, with respect to the Applicable First-Lien Agent and each Senior First-Priority Collateral Agent, the provisions of the First-Lien Intercreditor Agreement shall also be complied with.
No Junior Collateral Agent, Junior Representative or Junior Secured Obligations Secured Party will contest, protest or object to any foreclosure proceeding or action brought by any Senior Collateral Agent, Senior Representative or Senior Secured
Obligations Secured Party or any other exercise by such Senior Collateral Agent, Senior Representative or Senior Secured Obligations Secured Party of any rights and remedies relating to the Senior Secured Obligations Collateral. 

(b) Each of the Applicable First-Lien Agent and the other First-Lien Secured Parties agrees that it will not (and hereby waives any right
to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any of the ABL Facility Secured
Parties in all or any part of the Collateral or the provisions of this Agreement, and the ABL Facility Collateral Agent and each of the ABL Facility Secured Parties each agrees that it will not (and hereby waives any right to) contest or support any
other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any of the First-Lien Secured Parties in all or any part of
the Collateral or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the ABL Facility Collateral Agent, the other ABL Facility Secured Parties, the Applicable
First-Lien Agent or the other First-Lien Secured Parties to enforce this Agreement. 
 (c) The parties hereto agree to execute,
acknowledge and deliver a Memorandum of Intercreditor Agreement (“Memorandum”), together with such other 

  
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documents in furtherance hereof or thereof, in each case, in proper form for recording in connection with any Mortgages and in form and substance reasonably satisfactory to the First-Lien
Collateral Agent and the ABL Facility Collateral Agent, in those jurisdictions where such recording is reasonably recommended or requested by local real estate counsel and/or the title insurance company, or as otherwise
deemed reasonably necessary or proper by the parties hereto. 
 SECTION 2.03 No Duties of Senior Representative;
Provision of Notice 
 (a) Each Junior Secured Obligations Secured Party acknowledges and agrees that none of the Senior
Collateral Agents, the Senior Representative nor any other Senior Secured Obligations Secured Party shall have any duties or other obligations to such Junior Secured Obligations Secured Party with respect to any Senior Secured Obligations
Collateral, other than to transfer to the Applicable Junior Collateral Agent any proceeds of any such Senior Secured Obligations Collateral remaining in its possession following any sale, transfer or other disposition of such Collateral (in each
case, unless the Junior Secured Obligations have been Discharged prior to or concurrently with such sale, transfer, disposition, payment or satisfaction) and the Discharge of the Senior Secured Obligations secured thereby, or if a Senior Collateral
Agent shall be in possession of all or any part of such Collateral after such payment and satisfaction in full and termination, such Collateral or any part thereof remaining, in each case without representation or warranty on the part of any Senior
Collateral Agent, the Senior Representative or any Senior Secured Obligations Secured Party. In furtherance of the foregoing, each Junior Secured Obligations Secured Party acknowledges and agrees that, until the Senior Secured Obligations secured by
any Collateral shall have been Discharged, the Applicable Senior Collateral Agent shall be entitled, for the benefit of the holders of such Senior Secured Obligations, to sell, transfer or otherwise dispose of or deal with such Senior Secured
Obligations Collateral as provided herein and in the ABL Facility Documents and any First-Priority Lien Obligations Documents, as applicable, without regard to any Junior Claims or any rights to which the holders of the Junior Secured Obligations
would otherwise be entitled as a result of such Junior Claims. Without limiting the foregoing, each Junior Secured Obligations Secured Party agrees that none of the Senior Collateral Agents, the Senior Representatives nor any other Senior Secured
Obligations Secured Party shall have any duty or obligation first to marshal or realize upon any type of Senior Secured Obligations Collateral (or any other collateral securing the Senior Secured Obligations), or to sell, dispose of or otherwise
liquidate all or any portion of such Collateral (or any other collateral securing the Senior Secured Obligations), in any manner that would maximize the return to the Junior Secured Obligations Secured Parties, notwithstanding that the order and
timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the Junior Secured Obligations Secured Parties from such realization, sale, disposition or liquidation. Each of the Junior
Secured Obligations Secured Parties waives any claim such Junior Secured Obligations Secured Party may now or hereafter have against any Senior Collateral Agent, any Senior Representative or any other Senior Secured Obligations Secured Party (or
their representatives) arising out of (i) any actions which any Senior Collateral Agent, any Senior Representative or the Senior Secured Obligations Secured Parties take or omit to take (including actions with respect to the creation,
perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all
or any part of the Senior Secured Obligations from any account debtor, guarantor or any other party) in accordance with the ABL 

  
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Facility Documents and the First-Priority Lien Obligations Documents or any other agreement related thereto or to the collection of the Senior Secured Obligations or the valuation, use,
protection or release of any security for the Senior Secured Obligations, (ii) any election by any Applicable Senior Collateral Agent, any Senior Representative or any Senior Secured Obligations Secured Parties, in any proceeding instituted
under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code or (iii) subject to Section 2.06, any borrowing by, or grant of a security interest or administrative expense priority under Section 364 of
the Bankruptcy Code by, the U.S. Borrower or any of its subsidiaries, as debtor-in-possession. 
 (b) The First-Lien Collateral
Agent shall, after obtaining actual knowledge that it is no longer authorized by the Applicable First-Lien Agent to act as the First-Lien Collateral Agent hereunder, notify the U.S. Borrower, the Other First-Priority Lien Obligations Representatives
and the ABL Facility Collateral Agent of the same. Necessary amendments to this Agreement shall be made to reflect this Section 2.03(b). 
 SECTION 2.04 No Interference; Payment Over; Reinstatement. 
 (a)
Each Junior Secured Obligations Secured Party, each Junior Representative and each Junior Collateral Agent agrees that (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Junior Claim
pari passu with, or to give such Junior Secured Obligations Secured Party any preference or priority relative to, any Senior Claim with respect to the Senior Secured Obligations Collateral or any part thereof, (ii) it will not challenge
or question in any proceeding the validity or enforceability of any ABL Facility Security Document or First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under the ABL Facility Security Documents or the
First-Lien Security Documents, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or intent of which is,
or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Senior Secured Obligations Collateral by the Applicable Senior Collateral Agent or any Senior
Secured Obligations Secured Parties or any Senior Representative acting on their behalf, (iv) it shall have no right to (A) direct the Applicable Senior Collateral Agent, any Senior Representative or any holder of Senior Secured
Obligations to exercise any right, remedy or power with respect to any Senior Secured Obligations Collateral or (B) consent to the exercise by the Applicable Senior Collateral Agent, any Senior Representative or any other Senior Secured
Obligations Secured Party of any right, remedy or power with respect to any Senior Secured Obligations Collateral, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the
Applicable Senior Collateral Agent, any Senior Representative or other Senior Secured Obligations Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and none of the
Applicable Senior Collateral Agent, any Senior Representative or any other Senior Secured Obligations Secured Party shall be liable for, any action taken or omitted to be taken by such Senior Collateral Agent, such Senior Representative or other
Senior Secured Obligations Secured Party with respect to any Senior Secured Obligations Collateral, (vi) it will not seek, and hereby waives any right, to have any Senior Secured Obligations Collateral or any part thereof marshaled upon any
foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the 

  
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enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the ABL Facility Collateral Agent,
the other ABL Facility Secured Parties, the Applicable First-Lien Agent or the other First-Lien Secured Parties to enforce this Agreement. 
 (b) Each Junior Collateral Agent, each Junior Representative and each Junior Secured Obligations Secured Party hereby agrees that, if it shall obtain possession of any Senior Secured Obligations
Collateral or shall realize any proceeds or payment in respect of any such Collateral, pursuant to any ABL Facility Security Document or First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any
bankruptcy, insolvency or similar proceeding or through any other exercise of remedies, at any time prior to the Discharge of the Senior Secured Obligations, then it shall hold such Collateral, proceeds or payment in trust for the Senior Secured
Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the Applicable Senior Collateral Agent reasonably promptly after obtaining actual knowledge, or notice from the Applicable Senior Collateral Agent,
that it is in possession of such Collateral, proceeds or payment. Each Junior Secured Obligations Secured Party agrees that if, at any time, it receives notice or obtains actual knowledge that all or part of any payment with respect to any Senior
Secured Obligations previously made shall be rescinded for any reason whatsoever, such Junior Secured Obligations Secured Party shall promptly pay over to the Applicable Senior Collateral Agent any payment received by it and then in its possession
or under its control in respect of any Senior Secured Obligations Collateral and shall promptly turn over any Senior Secured Obligations Collateral then held by it over to the Applicable Senior Collateral Agent, and the provisions set forth in this
Agreement shall be reinstated as if such payment had not been made, until the payment and satisfaction in full of the Senior Secured Obligations. 
 (c) Prior to the Discharge of Senior Secured Obligations, if any Junior Secured Obligations Secured Party holds any Lien on any assets of the U.S. Borrower or any other Grantor securing any Junior Claims
that are intended to secure the Senior Claims pursuant to the Senior Secured Obligations Collateral Documents but are not already subject to a senior Lien in respect of such Senior Claims, such Junior Secured Obligations Secured Party upon demand by
any Senior Secured Obligations Secured Party will assign such Lien to the Senior Collateral Agent as the case may be as security for such Senior Claims (in which case the Junior Secured Obligations Secured Parties may retain a junior lien on such
assets subject to the terms hereof). 
 SECTION 2.05 Automatic Release of Junior Liens. 

(a) Each First-Priority Lien Obligations Representative and each other First-Lien Secured Party agrees that, in the event of a sale,
transfer or other disposition of any ABL Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such ABL Priority Collateral that results in the release by the ABL Facility Collateral
Agent of the Lien held by the ABL Facility Collateral Agent on such ABL Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the First-Priority Lien Obligations Documents at the time of such
sale, transfer or other disposition), the Lien held by the Applicable First-Lien Agent on such ABL Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all


  
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holders of the First-Priority Lien Obligations shall be entitled to any proceeds of a sale, transfer or other disposition under this clause (a) that remain after Discharge of the ABL
Obligations, and the Liens on such remaining proceeds securing the First-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(a). 
 (b) The ABL Facility Collateral Agent and each other ABL Facility Secured Party agrees that, in the event of a sale, transfer or other disposition of any Notes Priority Collateral in connection with the
foreclosure upon or other exercise of rights and remedies with respect to such Notes Priority Collateral that results in the release by the Applicable First-Lien Agent of the Lien held by the Applicable First-Lien Agent on such Notes Priority
Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the ABL Facility Documents at the time of such sale, transfer or other disposition), the Lien held by the ABL Facility Collateral Agent on such Notes
Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all holders of the ABL Obligations shall be entitled to any proceeds of a sale, transfer or other disposition under this clause (a) that
remain after Discharge of all First-Priority Lien Obligations, and the Liens on such remaining proceeds securing the ABL Obligations shall not be automatically released pursuant to this Section 2.05(b). 

(c) Each Junior Representative and each Junior Collateral Agent agrees to execute and deliver (at the sole cost and expense of the
applicable Grantors) all such authorizations and other instruments as shall reasonably be requested by the applicable Senior Representative or the Applicable Senior Collateral Agent to evidence and confirm any release of Junior Collateral provided
for in this Section. 
 (d) If at any time any Grantor or the holder of any Senior Secured Obligations delivers notice to each
Junior Collateral Agent that any specified Senior Secured Obligations Collateral (including all or substantially all of the equity interests of a Grantor or any of its Subsidiaries) is sold, transferred or otherwise disposed of (i) by the owner
of such Collateral in a transaction permitted under the First-Priority Lien Obligations Documents and the ABL Facility Documents, or (ii) during the existence of any Event of Default under the ABL Facility, the Indenture or any Other
First-Priority Lien Obligations Credit Document, as applicable, to the extent the Applicable Senior Collateral Agent has consented to such sale, transfer or disposition, then the Liens in favor of the Junior Secured Obligations Secured Parties upon
such Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Senior Secured Obligations Collateral are released and discharged. Upon delivery to each Junior Collateral Agent of a notice from
the Applicable Senior Collateral Agent stating that any release of Liens securing or supporting the Senior Secured Obligations has become effective (or shall become effective upon each Junior Collateral Agent’s release), each Junior Collateral
Agent will promptly execute and deliver such instruments, releases, terminations statements or other documents confirming such release on customary terms. In the case of the sale of all or substantially all of the equity interests of a Grantor or
any of its Subsidiaries, the guarantee in favor of the Junior Secured Obligations Secured Parties, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the extent, the guarantee by such
Grantor or Subsidiary of Senior Secured Obligations is released and discharged. 

  
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 SECTION 2.06 Certain Agreements With Respect to Bankruptcy or Insolvency
Proceedings. 
 (a) This Agreement shall continue in full force and effect notwithstanding the commencement of any
proceeding under the Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against the U.S. Borrower or any of its subsidiaries. 

(b) If the U.S. Borrower or any of its subsidiaries shall become subject to a case (a “Bankruptcy Case”) under
the Bankruptcy Code or under any other similar law: 
  

	 	(i)	 if the ABL Facility Collateral Agent desires to permit any Grantor to become subject to a Bankruptcy Case, as debtor(s)-in-possession, and move for the
approval of financing (“DIP Financing”) secured by a Lien on the ABL Priority Collateral, to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or the
use of cash collateral under Section 363 of the Bankruptcy Code, then the Applicable First-Lien Agent and the First-Lien Secured Parties hereby agree not to object to any such financing or to the Liens on the ABL Priority Collateral securing
the same (“DIP Financing Liens”) or to any use of cash collateral that constitutes ABL Priority Collateral, unless the ABL Facility Collateral Agent shall then oppose or object to such DIP Financing or such DIP Financing
Liens or use of cash collateral that constitutes ABL Priority Collateral (and (i) to the extent that such DIP Financing Liens are senior to the Liens on any such ABL Priority Collateral for the benefit of the ABL Facility Secured Parties, each
First-Lien Secured Party will subordinate its Liens with respect to such ABL Priority Collateral on the same terms as the Liens of the ABL Facility Secured Parties (other than any Liens of any ABL Facility Secured Party constituting DIP Financing
Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank pari passu with the Liens on any such ABL Priority Collateral granted to secure the ABL Obligations of the ABL Facility Secured Parties, each
First-Lien Secured Party will confirm the priorities with respect to such ABL Priority Collateral as set forth herein), in each case so long as (A) the First-Lien Secured Parties retain the benefit of their Liens on all such ABL Priority
Collateral pledged to the DIP Lenders, including proceeds thereof arising after the commencement of such proceeding (other than any Liens constituting DIP Financing Liens) as existed prior to the commencement of the Bankruptcy Case, (B) the
First-Lien Secured Parties are granted Liens on any additional collateral pledged to any ABL Facility Secured Party as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, (C) if any amount of such
DIP Financing or cash collateral is applied to repay any of the ABL Obligations, such amount is applied pursuant to Section 2.01(a) of this Agreement, and (D) if any ABL Facility Secured Parties are granted adequate protection, including
in the form of periodic payments, in connection with such DIP Financing or use 



  
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of cash collateral, the proceeds of such adequate protection are applied pursuant to Section 2.01(a) of this Agreement; provided that the First-Lien Secured Parties of each Series
shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral that shall not constitute ABL Priority Collateral; and provided further that the First-Lien Secured Parties receiving adequate
protection shall not object to any other First-Lien Secured Party receiving adequate protection comparable to any adequate protection granted to such First-Lien Secured Parties in connection with a DIP Financing or use of cash collateral; and


  

	 	(ii)	 if the Applicable First-Lien Agent desires to permit any Grantor to become subject to a Bankruptcy Case, as debtor(s)-in-possession, and move for the
approval of a DIP Financing secured by a Lien on Notes Priority Collateral, to be provided by DIP Lenders under Section 364 of the Bankruptcy Code or the use of cash collateral under Section 363 of the Bankruptcy Code, then the ABL
Facility Collateral Agent and the ABL Facility Secured Parties hereby agree not to object to any such financing or to the DIP Financing Liens or to any use of cash collateral that constitutes Notes Priority Collateral, unless the Applicable
First-Lien Agent shall then oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral that constitutes Notes Priority Collateral (and (i) to the extent that such DIP Financing Liens are senior to the Liens on
any such Notes Priority Collateral for the benefit of the First-Lien Secured Parties, each ABL Facility Secured Party will subordinate its Liens with respect to such Notes Priority Collateral on the same terms as the Liens of the First-Lien Secured
Parties (other than any Liens of any ABL Facility Secured Party constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank pari passu with the Liens on any such Notes Priority
Collateral granted to secure the First-Priority Lien Obligations of the First-Lien Secured Parties, each ABL Facility Secured Party will confirm the priorities with respect to such Notes Priority Collateral as set forth herein), in each case so long
as (A) the ABL Facility Secured Parties retain the benefit of their Liens on all such Notes Priority Collateral pledged to the DIP Lenders, including proceeds thereof arising after the commencement of such proceeding (other than any Liens
constituting DIP Financing Liens) as existed prior to the commencement of the Bankruptcy Case, (B) the ABL Facility Secured Parties are granted Liens on any additional collateral pledged to any First-Lien Secured Party as adequate protection or
otherwise in connection with such DIP Financing or use of cash collateral, (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the First-Priority Lien Obligations, such amount is applied pursuant to
Section 2.01(a) of this Agreement, and (D) if any First-Lien Secured Parties are granted adequate protection, including in the form of periodic payments, in connection with such DIP Financing or use of cash collateral, the proceeds of such
adequate protection is applied pursuant to Section 2.01(a) of this Agreement; provided that the ABL 



  
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Facility Secured Parties shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral that shall not constitute Notes Priority Collateral; and
provided further that the ABL Facility Secured Parties receiving adequate protection shall not object to any other ABL Facility Secured Party receiving adequate protection comparable to any adequate protection granted to such ABL
Facility Secured Parties in connection with a DIP Financing or use of cash collateral. 

 (c) The Applicable
Junior Collateral Agent and each Junior Secured Obligations Secured Party agrees that it will not object to and will not otherwise contest: (i) any motion for relief from the automatic stay or from any injunction against foreclosure or
enforcement in respect of the Senior Secured Obligations made by the Applicable Senior Collateral Agent or any Senior Secured Obligations Secured Party; (ii) any lawful exercise by any holder of Senior Claims of the right to credit bid Senior
Claims in any sale in foreclosure of Collateral that is Senior Secured Obligations Collateral with respect to such Senior Claims; (iii) any other request for judicial relief made in any court by the Applicable Senior Collateral Agent or any
Senior Secured Obligations Secured Party relating to the lawful enforcement of any Lien on the Senior Secured Obligations Collateral; (iv) any sale or other disposition of any Senior Secured Obligations Collateral (or any portion thereof) under
Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Secured Obligations Secured Parties of any Series shall have consented to such sale or disposition of such Senior Secured Obligations Collateral; or
(v) any order relating to a sale of assets of the U.S. Borrower or any of its subsidiaries for which the Applicable Senior Collateral Agent has consented which provides that, to the extent the sale is to be free and clear of Liens, the Liens
securing the Senior Secured Obligations and the Junior Secured Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens securing such Obligations on the assets being sold, in accordance with this Agreement.

 (d) The Applicable Junior Collateral Agent and each Junior Secured Obligations Secured Party agrees that it will not seek
relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding with respect to Senior Secured Obligations Collateral without the prior consent of the Applicable Senior Collateral Agent. 

(e) The Applicable Junior Collateral Agent and each Junior Secured Obligations Secured Party hereby agrees that it will not object to and
will not otherwise contest (or support any other Person contesting): (i) any request by the Applicable Senior Collateral Agent or any Senior Secured Obligations Secured Party for adequate protection or (ii) any objection by the Applicable
Senior Collateral Agent or any Senior Secured Obligations Secured Party to any motion, relief, action or proceeding based on the Applicable Senior Collateral Agent or any Senior Secured Obligations Secured Party claiming a lack of adequate
protection. Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, (x) if the Senior Secured Obligations Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral in
connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of the Bankruptcy Code or any similar law, then the Applicable Junior Collateral Agent may seek or request adequate protection in the form of a
replacement Lien on such additional collateral, so long as, with respect to the Senior Secured Obligations Collateral, such Lien is subordinated to the Liens securing the Senior Secured 

  
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Obligations and such DIP Financing (and all obligations relating thereto), on the same basis as the other Liens securing Junior Secured Obligations on the Senior Secured Obligations Collateral
are subordinated to the Liens on Senior Secured Obligations Collateral securing the Senior Secured Obligations under this Agreement and (y) in the event the Applicable Junior Collateral Agent seeks or requests adequate protection and such
adequate protection is granted in the form of additional collateral, then the Applicable Junior Collateral Agent and the Junior Secured Obligations Secured Parties hereby agree that the Senior Secured Obligations Secured Parties shall also be
granted a Lien on such additional collateral as security for the Senior Secured Obligations and any such DIP Financing and that any Lien on such additional collateral that constitutes Senior Secured Obligations Collateral securing the Junior Secured
Obligations shall be subordinated to the Liens on such collateral securing the Senior Secured Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens on Senior Secured Obligations Collateral granted to the
holders of Senior Secured Obligations as adequate protection on the same basis as the Liens securing Junior Secured Obligations are so subordinated to the Liens securing the Senior Secured Obligations under this Agreement. 

(f) The Applicable Junior Collateral Agent and each Junior Secured Obligations Secured Party hereby agrees that (i) it will not
oppose or seek to challenge any claim by the Applicable Senior Collateral Agent or any Senior Secured Obligations Secured Party for allowance of Senior Secured Obligations consisting of post-petition interest, fees or expenses to the extent of the
value of the Applicable Senior Collateral Agent’s Lien on the Senior Secured Obligations Collateral, without regard to the existence of the Lien of the Junior Secured Obligations Secured Parties on the Senior Secured Obligations Collateral, and
(ii) until the Discharge of Senior Secured Obligations has occurred, the Applicable Junior Collateral Agent, on behalf of itself and the Junior Secured Obligations Secured Parties, will not assert or enforce any claim under Section 506(c)
of the Bankruptcy Code senior to or on a parity with the Liens on Senior Secured Obligations Collateral securing the Senior Secured Obligations for costs or expenses of preserving or disposing of any Collateral. 

(g) The Applicable First-Lien Agent, on behalf of the First-Lien Secured Parties, and the ABL Facility Collateral Agent, on behalf of the
ABL Facility Secured Parties, acknowledge and intend that the grants of Liens pursuant to the First-Lien Security Documents, on the one hand, and the ABL Facility Security Documents, on the other hand, constitute separate and distinct grants of
Liens, and because of, among other things, their differing rights in the Collateral, the First-Priority Lien Obligations are fundamentally different from the ABL Obligations and must be separately classified in any Plan of Reorganization proposed or
confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Facility Secured Parties and the
First-Lien Secured Parties in respect of any Collateral constitute claims in the same class (rather than separate classes of senior and junior secured claims), then the ABL Facility Secured Parties and the First-Lien Secured Parties hereby
acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations and First-Priority Lien Obligations against the Grantors (with the effect being that, to the extent that the aggregate value of the ABL
Priority Collateral or the Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is Junior Secured Obligations Collateral), the ABL Facility Secured Parties or the
First-Lien Secured Parties, respectively, shall be entitled to receive, in addition to 

  
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amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that are available from the
Senior Secured Obligations Collateral for each of the ABL Facility Secured Parties and the First-Lien Secured Parties, respectively, before any distribution is made in respect of the Junior Claims with respect to such Collateral, with the holder of
such Junior Claims hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has
the effect of reducing the aggregate recoveries). 
 SECTION 2.07 Reinstatement. In the event that any of the
Senior Secured Obligations shall be paid in full and such payment or any part thereof shall subsequently, for whatever reason (including an order or judgment for disgorgement of a preference under the Bankruptcy Code, or any similar law, or the
settlement of any claim in respect thereof), be required to be returned or repaid, the terms and conditions of this Article II shall be fully applicable thereto until all such Senior Secured Obligations shall again have been paid in full in cash.

 SECTION 2.08 Entry Upon Premises by the ABL Facility Collateral Agent. 

(a) If the ABL Facility Collateral Agent takes any enforcement action with respect to the ABL Priority Collateral, the First-Lien Secured
Parties (i) shall cooperate with the ABL Facility Collateral Agent (at the sole cost and expense of the ABL Facility Collateral Agent and subject to the condition that the First-Lien Secured Parties shall have no obligation or duty to take any
action or refrain from taking any action that could reasonably be expected to result in the incurrence of any liability or damage to the First-Lien Secured Parties) in its efforts to enforce its security interest in the ABL Priority Collateral and
to finish any work-in-process and assemble the ABL Priority Collateral, (ii) shall not take or direct any Collateral Agent to take any action designed or intended to hinder or restrict in any respect the ABL Facility Collateral Agent from
enforcing its security interest in the ABL Priority Collateral or from finishing any work-in-process or assembling the ABL Priority Collateral, and (iii) shall permit and direct the Applicable First-Lien Agent and each Senior First-Priority
Collateral Agent to permit the ABL Facility Collateral Agent, and their respective employees, agents, advisers and representatives, at the sole cost and expense of the ABL Facility Secured Parties and upon reasonable advance notice, to enter upon
and use the Notes Priority Collateral (including (x) equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and (y) intellectual property) for a period not to exceed 180
days after the taking of such enforcement action, for purposes of (A) assembling and storing the ABL Priority Collateral and completing the processing of and turning into finished goods of any ABL Priority Collateral consisting of
work-in-process, (B) selling any or all of the ABL Priority Collateral located on such Notes Priority Collateral, whether in bulk, in lots or to customers in the ordinary course of business or otherwise, (C) removing any or all of the ABL
Priority Collateral located on such Notes Priority Collateral, or (D) taking reasonable actions to protect, secure and otherwise enforce the rights of the ABL Facility Secured Parties and the ABL Facility Collateral Agent in and to the ABL
Priority Collateral; provided, however, that nothing contained in this Agreement shall restrict the rights of a Senior First-Priority Collateral Agent (acting on the instructions of the applicable First-Lien Secured Parties) from selling,
assigning or otherwise transferring any Notes Priority Collateral prior to the expiration of such 180-day period if the purchaser, assignee 

  
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or transferee thereof agrees to be bound by the provisions of this Section. If any stay or other order prohibiting the exercise of remedies with respect to the ABL Priority Collateral has been
entered by a court of competent jurisdiction, such 180-day period shall be tolled during the pendency of any such stay or other order. If the ABL Facility Collateral Agent conducts a public auction or private sale of the ABL Priority Collateral at
any of the real property included within the Notes Priority Collateral, the ABL Facility Collateral Agent shall use reasonable efforts to hold such auction or sale in a manner which would not unduly disrupt any Senior First-Priority Collateral
Agent’s use of such real property for the benefit of the First-Lien Secured Parties. 
 (b) During the period of actual
occupation, use or control by the ABL Facility Secured Parties or their agents or representatives (including the ABL Facility Collateral Agent to the extent acting on behalf of such parties) of any Notes Priority Collateral, the ABL Facility Secured
Parties shall be obligated to repair at their expense any physical damage to such Notes Priority Collateral or other assets or property resulting from such occupancy, use or control, and to leave such Notes Priority Collateral or other assets or
property in substantially the same condition as it was at the commencement of such occupancy, use or control, ordinary wear and tear excepted. Notwithstanding the foregoing, in no event shall the ABL Facility Secured Parties have any liability to
the First-Lien Secured Parties pursuant to this Section as a result of any condition (including any environmental condition, claim or liability) on or with respect to the Notes Priority Collateral existing prior to the date of the exercise by the
ABL Facility Secured Parties of their rights under this Section and the ABL Facility Secured Parties shall have no duty or liability to maintain the Notes Priority Collateral in a condition or manner better than that in which it was maintained prior
to the use thereof by the ABL Facility Secured Parties, or for any diminution in the value of the Notes Priority Collateral that results solely from ordinary wear and tear resulting from the use of the Notes Priority Collateral by the ABL Facility
Secured Parties in the manner and for the time periods specified under this Section 2.08. Without limiting the rights granted in this paragraph, the ABL Facility Secured Parties shall cooperate with the Applicable First-Lien Agent (at the sole
cost and expense of the Applicable First-Lien Agent and subject to the condition that the ABL Facility Secured Parties shall have no obligation or duty to take any action or refrain from taking any action that could reasonably be expected to result
in the incurrence of any liability or damage to the ABL Facility Secured Parties) in connection with any efforts made by it to cause the Notes Priority Collateral to be sold. 
 (c) In addition, the First-Lien Secured Parties and their respective Senior Representatives hereby grant to the ABL Facility Collateral Agent and the ABL Facility Secured Parties a non-exclusive worldwide
license or right to use, to the maximum extent permitted by applicable law and to the extent of their interest therein, exercisable without payment of royalty or other compensation, any of the Notes Priority Collateral consisting of intellectual
property in connection with the liquidation, collection, disposition or other realization upon the ABL Priority Collateral pursuant to any enforcement action by the ABL Facility Collateral Agent and the ABL Facility Secured Parties. 

SECTION 2.09 Insurance. Unless and until the ABL Obligations have been Discharged, as between the ABL Facility Collateral
Agent, on the one hand, and the Applicable First-Lien Agent, on the other hand, only the ABL Facility Collateral Agent will have the right (subject to the rights of the Grantors under the ABL Facility Documents and the First-Priority Lien
Obligations Documents) to adjust or settle any insurance policy or claim covering or 

  
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constituting ABL Priority Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the ABL Priority Collateral. Unless
and until the First-Priority Lien Obligations have been Discharged, as between the ABL Facility Collateral Agent, on the one hand, and the Applicable First-Lien Agent, on the other hand, only the Applicable First-Lien Agent will have the right
(subject to the rights of the Grantors under the ABL Facility Documents and the First-Priority Lien Obligations Documents) to adjust or settle any insurance policy covering or constituting Notes Priority Collateral in the event of any loss
thereunder and to approve any award granted in any condemnation or similar proceeding solely affecting the Notes Priority Collateral. To the extent that an insured loss covers or constitutes ABL Priority Collateral and Notes Priority Collateral,
then the ABL Facility Collateral Agent and the Applicable First-Lien Agent will work jointly and in good faith to collect, adjust or settle (subject to the rights of the Grantors under the ABL Facility Documents and the First-Priority Lien
Obligations Documents) under the relevant insurance policy. 
 SECTION 2.10 Refinancings. Each of the ABL
Obligations and the First-Priority Lien Obligations and the agreements or indentures governing them may be Refinanced, in each case without notice to, or the consent (except to the extent a consent is otherwise required to permit the Refinancing
transaction under any ABL Facility Document or any First-Priority Lien Obligations Document) of, any ABL Facility Secured Party or any First-Lien Secured Party, all without affecting the priorities provided for herein or the other provisions hereof;
provided, however, that the holders of any such Refinancing indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (to the extent they are not already so bound) to the terms of this Agreement pursuant to
such Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable Senior Collateral Agent, shall reasonably request and in form and substance reasonably acceptable to such Applicable Senior
Collateral Agent. In connection with any Refinancing contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense of the U.S. Borrower, and without the consent (except to the extent a consent is otherwise
required to permit such Refinancing transaction under any ABL Facility Document or any First-Priority Lien Obligations Document) of any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such
Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any First-Priority Lien Obligations shall have the same rights and priorities in respect of any Notes Priority Collateral as the indebtedness being Refinanced and
(c) to confirm that such Refinancing indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of any ABL Priority Collateral as the indebtedness being Refinanced, all on the terms provided for herein
immediately prior to such Refinancing. Any such additional party and each Applicable Senior Collateral Agent shall be entitled to rely on the determination of officers of the U.S. Borrower that such modifications do not violate the ABL Facility
Documents or the First-Priority Lien Obligations Documents if such determination is set forth in an officers’ certificate delivered to such party and each Applicable Senior Collateral Agent; provided, however, that such determination
will not affect whether or not the U.S. Borrower has complied with its undertakings in any such document or this Agreement. 

SECTION 2.11 Amendments to Security Documents. 
 (a) Each of the First-Priority Lien Obligations Representatives and other First-Lien Secured Parties agrees that, without the prior written consent of the ABL Facility


  
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Collateral Agent, no First-Lien Security Document to which such First-Priority Lien Obligations Representative or First-Lien Secured Party is party may be amended, supplemented or otherwise
modified or entered into to the extent such amendment, supplement or modification or the terms of any new First-Lien Security Document would be prohibited by or inconsistent with any of the terms of this Agreement. 

(b) Each of the ABL Facility Collateral Agent and other ABL Facility Secured Parties agrees that, without the prior written consent of
the Applicable First-Lien Agent and each Senior First-Priority Collateral Agent, no ABL Facility Security Document to which the ABL Facility Collateral Agent or ABL Facility Secured Parties are party may be amended, supplemented or otherwise
modified or entered into to the extent such amendment, supplement or modification or the terms of any new ABL Facility Security Document would be prohibited by or inconsistent with any of the terms of this Agreement. 

(c) In the event that any Senior Collateral Agent or Senior Secured Obligations Secured Parties enter into any amendment, waiver or
consent in respect of or replace any of the Senior Secured Obligations Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, such Senior Secured Obligations Collateral
Document or changing in any manner the rights of such Senior Collateral Agent, such Senior Secured Obligations Secured Parties, the U.S. Borrower or any other Grantor thereunder (including the release of any Liens in the applicable Senior Secured
Obligations Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Junior Priority Collateral Document without the consent of any Junior Collateral Agent or any Junior Lien
Obligations Secured Party and without any action by any Junior Collateral Agent, any Junior Lien Obligations Secured Party, the U.S. Borrower or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not
materially adversely affect the rights of the applicable Junior Lien Obligations Secured Parties or the interests of the applicable Junior Lien Obligations Secured Parties in the applicable Junior Lien Obligations Collateral and not the Senior
Collateral Agent or the Senior Secured Obligations Secured Parties, as the case may be, that have a security interest in the affected collateral in a like or similar manner, and (B) written notice of such amendment, waiver or consent shall have
been given by the U.S. Borrower to the Applicable Junior Collateral Agent. 
 SECTION 2.12 Possessory Collateral Agent as
Gratuitous Bailee for Perfection. 
 (a) Each Possessory Collateral Agent agrees to hold the Possessory Collateral that
is in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee for the benefit of each Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such
Possessory Collateral pursuant to the ABL Facility Security Documents or the First-Lien Security Documents, subject to the terms and conditions of this Section 2.12. To the extent any Possessory Collateral is possessed by or is under the
control of a Collateral Agent (either directly or through its agents or bailees) other than the Applicable Possessory Collateral Agent, such Collateral Agent shall deliver such Possessory Collateral to (or shall cause such Possessory Collateral to
be delivered to) the Applicable Possessory Collateral Agent and shall take all actions reasonably requested in writing by the Applicable Possessory Collateral Agent to cause the Applicable Possessory Collateral Agent to


  
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have possession or control of same. Pending such delivery to the Applicable Possessory Collateral Agent, each other Collateral Agent agrees to hold any Possessory Collateral as gratuitous bailee
for the benefit of each other Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable ABL Facility Security Documents or First-Lien Security
Documents, in each case subject to the terms and conditions of this Section 2.12. 
 (b) Each Possessory Collateral Agent
further agrees to hold the Possessory Collateral that is part of the Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee for the Intercreditor Agent (as defined in the Junior Lien
Intercreditor Agreements) and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral pursuant to the Second Priority Collateral Agreements, subject to the terms and conditions of this Agreement.

 (c) The duties or responsibilities of each Possessory Collateral Agent and each other Collateral Agent under this
Section 2.12 shall be limited solely to holding the Possessory Collateral as gratuitous bailee for the benefit of (x) each Secured Party for purposes of perfecting the security interest held by the Secured Parties therein and (y) the
Intercreditor Agent and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral pursuant to the Second Priority Collateral Agreements. 

(d) Upon the Discharge of all First-Priority Lien Obligations, each Senior First-Priority Collateral Agent shall deliver to the ABL
Facility Collateral Agent, to the extent that it is legally permitted to do so, the remaining Possessory Collateral (if any) held by it, together with any necessary endorsements (or otherwise allow the ABL Facility Collateral Agent to obtain control
of such Possessory Collateral) or as a court of competent jurisdiction may otherwise direct. The U.S. Borrower shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify the Possessory Collateral
Agent for loss or damage suffered by the Possessory Collateral Agent as a result of such transfer except for loss or damage suffered by the Possessory Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. No
Senior First-Priority Collateral Agent shall be obligated to follow instructions from the ABL Facility Collateral Agent in contravention of this Agreement. 
 (e) Upon the Discharge of all ABL Obligations, the ABL Facility Collateral Agent shall deliver to the Applicable First-Lien Agent, to the extent that it is legally permitted to do so, the remaining
Possessory Collateral (if any) held by it, together with any necessary endorsements (or otherwise allow the Applicable First-Lien Agent to obtain control of such Possessory Collateral) or as a court of competent jurisdiction may otherwise direct.
The U.S. Borrower shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify the Possessory Collateral Agent for loss or damage suffered by the Possessory Collateral Agent as a result of such
transfer except for loss or damage suffered by the Possessory Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. The ABL Facility Collateral Agent shall not be obligated to follow instructions from any Senior
First-Priority Collateral Agent in contravention of this Agreement. 

  
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 ARTICLE III 
 Existence and Amounts of Liens and Obligations 
 Whenever a Representative
shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any Senior Secured Obligations (or the existence of any commitment to extend credit that would
constitute Senior Secured Obligations) or Junior Secured Obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the other Representatives and shall be entitled to make such
determination on the basis of the information so furnished; provided, however, that, if a Representative shall fail or refuse reasonably promptly to provide the requested information, the requesting Representative shall be entitled to make
any such determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the U.S. Borrower. Each Representative may rely conclusively, and shall be fully protected in so
relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the U.S. Borrower or any of its subsidiaries, any
Secured Party or any other Person as a result of such determination. 
 ARTICLE IV 

Consent of Grantors 
 Each Grantor hereby consents to the provisions of this Agreement and the intercreditor arrangements provided for herein and agrees that the obligations of the Grantors under the ABL Facility Security
Documents and the First-Lien Security Documents will in no way be diminished or otherwise affected by such provisions or arrangements (except as expressly provided herein, including under Section 2.05 and Section 6.11). 

ARTICLE V 

Representations and Warranties 
 SECTION 5.01 Representations and Warranties of Each Party. Each party hereto represents and warrants to the other parties hereto as follows: 

(a) Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has
all requisite power and authority to enter into and perform its obligations under this Agreement. 
 (b) This Agreement has been
duly executed and delivered by such party. 
 (c) The execution, delivery and performance by such party of this Agreement
(i) do not require any consent or approval of, registration or filing with or any other action by any governmental authority of which the failure to obtain could reasonably be expected to have a Material Adverse Effect (as defined in the ABL
Facility), (ii) will not violate any applicable law or regulation or any order of any governmental authority or any credit agreement, agreement or other instrument binding upon such party which could reasonably be expected to have such a
Material Adverse Effect and (iii) will not violate the charter, by-laws or other organizational documents of such party. 

SECTION 5.02 Representations and Warranties of Each Representative. Each Collateral Agent and Representative represents and
warrants to the other parties hereto that it is authorized under the ABL Facility or the applicable First-Priority Obligations Documents, as applicable, to enter into this Agreement. 

  
 30 









 ARTICLE VI 
 Miscellaneous 
 SECTION 6.01 Notices. All notices and other
communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows: 

(a) if to the ABL Facility Collateral Agent, to it at JPMorgan Chase Bank, N.A., 500 Stanton Christiana Rd., 3/Ops 2, Newark, DE 19713,
Attention: Investment Bank Loan Operations, Evan Zacharias, Telephone: 302-634-1405, Telecopier: 302-634-1417, E-mail: evan.zacharias@jpmorgan.com; 
 (b) if to the Applicable First-Lien Agent, to it at Wilmington Trust, National Association, 50 South Sixth Street, Suite 1290, Minneapolis, MN 55402, Attention: Corporate Capital Markets – Momentive
Administrator, Telephone: 612-217-5632, Telecopier: (612) 217-5651, E-mail: jschweiger@wilmingtontrust.com; 
 (c) if to
the First-Lien Collateral Agent, to it at Wilmington Trust, National Association, 50 South Sixth Street, Suite 1290, Minneapolis, MN 55402, Attention: Corporate Capital Markets – Momentive Administrator, Telephone: 612-217-5632, Telecopier:
(612) 217-5651, E-mail: jschweiger@wilmingtontrust.com; 
 (d) if to any Other First-Priority Lien Obligations Collateral
Agent or Other First-Priority Lien Obligations Representative, to it at the address set forth in the applicable Joinder Agreement; 
 (e) if to the U.S. Borrower, to it at Momentive Specialty Chemicals Inc., 180 East Broad Street, Columbus, Ohio 43215, Attention: William H. Carter, Chief Financial Officer, Telephone: 614-225-2066,
Telecopier: 614-225-7299, E-mail: bill.carter@momentive.com; 
 with a copy to: 

Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, NY 10019, Attention: Gregory A. Ezring,
Telephone: 212-373-3458, Telecopier: 212 492-0458, E-mail: gezring@paulweiss.com; and 
 (f) if to any other Grantor, to it in
care of the U.S. Borrower as provided in clause (e) above. 

  
 31 









 Any party hereto may change its address or telecopy number for notices and other communications hereunder by
notice to the other parties hereto (and for this purpose a notice to the U.S. Borrower shall be deemed to be a notice to each Grantor). All notices and other communications given to any party hereto in accordance with the provisions of this
Agreement shall be deemed to have been given on the date of receipt (if a Business Day) and on the next Business Day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by telecopy or on the date five Business
Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 6.01 or in accordance with the latest unrevoked direction from such party given
in accordance with this Section 6.01. As agreed to in writing among the U.S. Borrower, the ABL Facility Collateral Agent, the Applicable First-Lien Agent, the First-Lien Collateral Agent and each Other First-Priority Lien Obligations
Representative from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. 

SECTION 6.02 Waivers; Amendment. 
 (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power,
or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph
(b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further
notice or demand in similar or other circumstances. 
 (b) Subject to Section 2.03, to the last sentence of
Section 2.10 hereof and to Section 6.15 hereof, neither this Agreement nor any provision hereof may be terminated, waived, amended or modified except pursuant to an agreement or agreements in writing entered into by each Representative,
each Collateral Agent and the U.S. Borrower. Notwithstanding anything to the contrary, this Agreement may be amended from time to time at the request of the U.S. Borrower, at the U.S. Borrower’s expense and without the consent of any
Representative, any Collateral Agent, any ABL Facility Secured Party or any First-Lien Secured Party to (i) add other parties holding other ABL Obligations (or any agent or trustee therefor) and Other First-Priority Lien Obligations (or any
agent or trustee therefor) in each case to the extent such indebtedness is not prohibited by the ABL Facility Documents or the First-Priority Lien Obligations Documents, (ii) in the case of other ABL Obligations, (A) establish that the
Lien on the Notes Priority Collateral securing such other ABL Obligations shall be junior and subordinate in all respects to all Liens on the Notes Priority Collateral securing any First-Priority Lien Obligations and shall share in the benefits of
the Notes Priority Collateral equally and ratably with all Liens on the Notes Priority Collateral securing any other ABL Obligations (subject to the terms of the ABL Facility Documents), (B) establish that the Lien on the ABL Priority
Collateral securing such other ABL Obligations shall be superior in all respects to all Liens on the ABL Priority Collateral securing any First-Priority Lien Obligations and shall share 

  
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in the benefits of the ABL Priority Collateral equally and ratably with all Liens on the ABL Priority Collateral securing any other ABL Obligations (subject to the terms of the ABL Facility
Documents), and (C) provide to the holders of such other ABL Obligations (or any agent or trustee thereof) the comparable rights and benefits (including any improved rights and benefits that have been consented to by the Applicable Senior
Collateral Agent) as are provided to the holders of ABL Obligations under this Agreement, and (iii) in the case of Other First-Priority Lien Obligations, (A) establish that the Lien on the Notes Priority Collateral securing such Other
First-Priority Lien Obligations shall be superior in all respects to all Liens on the Notes Priority Collateral securing any ABL Obligations and shall share in the benefits of the Notes Priority Collateral equally and ratably with all Liens on the
Notes Priority Collateral securing any other First-Priority Lien Obligations (subject to the terms of the First-Priority Lien Obligations Documents), (B) establish that the Lien on the ABL Priority Collateral securing such Other First-Priority
Lien Obligations shall be junior and subordinate in all respects to all Liens on the ABL Priority Collateral securing any ABL Obligations and shall share in the benefits of the ABL Priority Collateral equally and ratably with all Liens on the ABL
Priority Collateral securing any other First-Priority Lien Obligations (subject to the terms of the First-Priority Lien Obligations Documents), and (C) provide to the holders of such Other First-Priority Lien Obligations (or any agent or
trustee thereof) the comparable rights and benefits (including any improved rights and benefits that have been consented to by the Applicable Senior Collateral Agent) as are provided to the holders of then-existing First-Priority Lien Obligations
under this Agreement, in each case so long as such modifications do not expressly violate the provisions of the ABL Facility Documents or the First-Priority Lien Obligations Documents. Any such additional party and each Applicable Senior Collateral
Agent shall be entitled to rely on the determination of officers of the U.S. Borrower that such modifications do not violate the ABL Facility Documents or the First-Priority Lien Obligations Documents if such determination is set forth in an
officers’ certificate delivered to such party and each Applicable Senior Collateral Agent; provided, however, that such determination will not affect whether or not the U.S. Borrower has complied with its undertakings in any such
document or this Agreement. 
 SECTION 6.03 Parties in Interest. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns, as well as the other ABL Facility Secured Parties and the other First-Lien Secured Parties, all of whom are intended to be bound by, and to be third party beneficiaries
of, this Agreement. 
 SECTION 6.04 Survival of Agreement. All covenants, agreements, representations and
warranties made by any party in this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement. 

SECTION 6.05 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original but
all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or any other electronic means shall be as effective as delivery of a manually signed counterpart
of this Agreement. 
 SECTION 6.06 Severability. Any provision of this Agreement held to be invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to 

  
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the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular
provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
 SECTION 6.07
Governing Law; Jurisdiction; Consent to Service of Process. 
 (a) This Agreement and any claim, controversy or
dispute arising under or related to such Agreement shall be governed by, and construed in accordance with, the law of the State of New York. 
 (b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County
and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and
each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each
of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect
any right that any party hereto may otherwise have to bring any action or proceeding relating to this Agreement in the courts of any jurisdiction. 
 (c) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of
an inconvenient forum to the maintenance of such action or proceeding in any such court. 
 (d) Each party to this Agreement
irrevocably consents to service of process in the manner provided for notices in Section 6.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 

SECTION 6.08 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 

  
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 SECTION 6.09 Headings. Article, Section and Annex headings used herein are for
convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. 
 SECTION 6.10 Conflicts. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of any of the ABL Facility Documents and/or any of the
First-Priority Lien Obligations Documents, the provisions of this Agreement shall control. 
 SECTION 6.11 Provisions
Solely to Define Relative Rights. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the ABL Facility Secured Parties and the First-Lien Secured Parties in relation to one another.
None of the U.S. Borrower, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Section 2.05,
2.06, 2.10, 2.11, Article V or Article VI) is intended to or will amend, waive or otherwise modify the provisions of the ABL Facility or any First-Priority Lien Obligations Documents), and none of the U.S. Borrower or any other Grantor may rely on
the terms hereof (other than Sections 2.05, 2.06, 2.10, 2.11, Article V and Article VI). Nothing in this Agreement is intended to or shall impair the obligations of the U.S. Borrower or any other Grantor, which are absolute and unconditional, to pay
the Obligations as and when the same shall become due and payable in accordance with their terms. Notwithstanding anything to the contrary herein or in any ABL Facility Document or any First-Priority Lien Obligations Document, the Grantors shall not
be required to act or refrain from acting (a) pursuant to this Agreement or any First-Priority Lien Obligations Document with respect to any ABL Priority Collateral in any manner that would cause a default under any ABL Facility Document, or
(b) pursuant to this Agreement or any ABL Facility Document with respect to any Notes Priority Collateral in any manner that would cause a default under any First-Priority Lien Obligations Document. 

SECTION 6.12 Agent Capacities. Except as expressly set forth herein, none of the ABL Facility Collateral Agent, the
Applicable First-Lien Agent, the First-Lien Collateral Agent, the Other First-Priority Lien Obligations Representatives or the Other First-Priority Lien Obligations Collateral Agents shall have (i) any duties or obligations in respect of any of
the Collateral, all of such duties and obligations, if any, being subject to and governed by the ABL Facility Documents and the First-Priority Lien Obligations Documents, as the case may be, or (ii) any liability or responsibility for the
actions or omissions of any other Secured Party or for any other Secured Party’s compliance with (or failure to comply with) the terms of this Agreement. None of the ABL Facility Collateral Agent, the Applicable First-Lien Agent, the First-Lien
Collateral Agent, the Other First-Priority Lien Obligations Representatives or the Other First-Priority Lien Obligations Collateral Agents shall have individual liability to any Person if it shall mistakenly pay over or distribute to any Secured
Party (or Grantor) any amounts in violation of the terms of this Agreement, so long as such Person is acting in good faith and without gross negligence or willful misconduct. 

  
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 SECTION 6.13 Applicable First-Lien Agent and First-Lien Collateral Agent. Each
of the Applicable First-Lien Agent and the First-Lien Collateral Agent is executing and delivering this Agreement solely in its capacity as such and pursuant to directions set forth in the First-Lien Intercreditor Agreement and the First-Lien
Security Documents. Neither the Applicable First-Lien Agent nor the First-Lien Collateral Agent shall have duties or obligations under or pursuant to this Agreement other than such duties or expressly set forth in this Agreement as duties on its
part to be performed or observed. In entering into this Agreement, or in taking (or forbearing from) any action under or pursuant to this Agreement, each of the Applicable First-Lien Agent and the First-Lien Collateral Agent shall have and be
protected by all of the rights, immunities, indemnities and other protections granted to it under the First-Lien Intercreditor Agreement and the First-Lien Security Documents, as applicable. 

SECTION 6.14 Supplements. Upon the execution by any subsidiary of the U.S. Borrower of a supplement hereto in form and
substance satisfactory to the Collateral Agents, such subsidiary shall be a party to this Agreement and shall be bound by the provisions hereof to the same extent as the U.S. Borrower and each Grantor are so bound. 

SECTION 6.15 Joinder Requirements. The U.S. Borrower may designate additional obligations as Other First-Priority Lien
Obligations or other ABL Obligations only if (x) the incurrence of such obligations is permitted under each of the ABL Facility, any existing First-Priority Lien Obligations Document, the First-Lien Intercreditor Agreement, as applicable, and
this Agreement and (y) the U.S. Borrower shall have delivered an officer’s certificate to each Collateral Agent certifying to same. If so permitted, the U.S. Borrower shall (i) notify each Representative in writing of such designation
and (ii) cause (1) the applicable Other First-Priority Lien Obligations Representative and/or the applicable Other First-Priority Lien Obligations Collateral Agent or (2) the additional collateral agent for the new ABL Obligations, as
applicable, to execute and deliver to each other Representative, a Joinder Agreement substantially in the form of Exhibit A or Exhibit B, as applicable, hereto and the respective joinder agreements to the First-Lien Intercreditor
Agreement and the Junior Lien Intercreditor Agreements, as applicable. 
 SECTION 6.16 Junior Lien Intercreditor
Agreement. The ABL Facility Collateral Agent, the First-Lien Collateral Agent, the Applicable First-Lien Agent, each Other First-Priority Lien Obligations Representative and each Other First-Priority Lien Obligations Collateral Agent hereby
appoint the ABL Facility Collateral Agent to act as “Intercreditor Agent” on their behalf pursuant to the Junior Lien Intercreditor Agreements (the “Intercreditor Agent”). The Intercreditor Agent, solely in such
capacity under the Junior Lien Intercreditor Agreement, shall take direction from (i) the ABL Facility Collateral Agent, with respect to the ABL Priority Collateral, and (ii) the Applicable First-Lien Agent, with respect to the Notes
Priority Collateral. The ABL Facility Collateral Agent, the Applicable First-Lien Agent and each Senior First-Priority Collateral Agent shall enter into a joinder to each Junior Lien Intercreditor Agreement as of the date hereof to appoint the
Intercreditor Agent and to reflect certain other agreements relating thereto. 

  
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 SECTION 6.17 Other Junior Intercreditor Agreements. 

In addition, in the event that the U.S. Borrower or any subsidiary incurs any obligations secured by a lien on any Collateral that is
junior to the First-Priority Lien Obligations or the ABL Obligations, then the ABL Facility Collateral Agent, the First-Lien Collateral Agent, the Applicable First-Lien Agent, any such Other First-Priority Lien Obligations Representative and/or any
Other First-Priority Lien Obligations Collateral Agent shall enter into a joinder to a Junior Lien Intercreditor Agreement or another intercreditor agreement with the agent or trustee for the secured parties with respect to such secured obligation
to reflect the relative lien priorities of such parties with respect to the Collateral and governing the relative rights, benefits and privileges as among such parties in respect of the Collateral, including as to application of proceeds of the
Collateral, voting rights, control of the Collateral and waivers with respect to the Collateral, in each case so long as such secured obligations are permitted under, and the terms of such intercreditor agreement do not violate or conflict with, the
provisions of this Agreement or the other ABL Facility Documents or First-Priority Lien Obligations Documents, as the case may be; provided that the terms and conditions of any such intercreditor agreement shall not be materially less
favorable to the holders of the obligations secured by senior Liens on such Collateral, taken as a whole, than the corresponding provisions of the Junior Lien Intercreditor Agreements. For the avoidance of doubt, any such intercreditor agreement
that contains provisions substantially similar, taken as a whole, to those set forth in the Junior Lien Intercreditor Agreements with respect to Liens over the Collateral securing the ABL Obligations and the First-Priority Lien Obligations, but
contains other provisions in relation to Liens over the Collateral ranking junior to those securing the ABL Obligations and the First-Priority Lien Obligations, shall be deemed to comply with the requirement set forth in the proviso to the
immediately preceding sentence. Each party hereto agrees that the ABL Facility Secured Parties (as among themselves) and the First-Lien Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with
the Applicable Senior Collateral Agent governing the rights, benefits and privileges as among the ABL Facility Secured Parties or the First-Lien Secured Parties, as the case may be, in respect of the Collateral, this Agreement and the applicable
Senior Secured Obligations Collateral Documents, as the case may be, including as to the application of proceeds of the Collateral, voting rights, control of the Collateral and waivers with respect to the Collateral, in each case so long as the
terms thereof do not violate or conflict with the provisions of this Agreement or the other applicable Senior Secured Obligations Collateral Documents, as the case may be. If any such intercreditor agreement (or similar arrangement) is entered into,
the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any other ABL Facility Document or First-Priority Lien Obligations Document, and the provisions of this Agreement and the
other ABL Facility Documents and First-Priority Lien Obligations Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time
in accordance with the terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)). 

[Remainder of this page intentionally left blank; signatures follow.] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed
by their respective authorized officers as of the day and year first above written. 
  

					
	JPMORGAN CHASE BANK, N.A.,
	as ABL Facility Collateral Agent
		
	By:	 	 /s/ Peter S. Predun

		 	Name:	 	Peter S. Predun
		 	Title:	 	Executive Director
	
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Applicable First-Lien Agent
		
	By:	 	 /s/ Jane Schweiger

		 	Name:	 	Jane Schweiger
		 	Title:	 	Vice President
	
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as First-Lien Collateral Agent
		
	By:	 	 /s/ Jane Schweiger

		 	Name:	 	Jane Schweiger
		 	Title:	 	Vice President


 [Signature Page to ABL Intercreditor Agreement] 







 
					
	MOMENTIVE SPECIALTY CHEMICALS INC.
		
	By:	 	 /s/ George F. Knight

		 	Name:	 	George F. Knight
		 	Title:	 	Senior Vice President-Finance and Treasurer
	
	BORDEN CHEMICAL FOUNDRY, LLC
		
	By:	 	 /s/ George F. Knight

		 	Name:	 	George F. Knight
		 	Title:	 	Vice President and Treasurer
	
	MOMENTIVE INTERNATIONAL INC.
		
	By:	 	 /s/ George F. Knight

		 	Name:	 	George F. Knight
		 	Title:	 	Vice President and Treasurer
	
	MOMENTIVE SPECIALTY CHEMICALS INVESTMENTS INC.
		
	By:	 	 /s/ George F. Knight

		 	Name:	 	George F. Knight
		 	Title:	 	Vice President and Treasurer
	
	HEXION U.S. FINANCE CORP.
		
	By:	 	 /s/ George F. Knight

		 	Name:	 	George F. Knight
		 	Title:	 	Vice President and Treasurer


 [Signature Page to ABL Intercreditor Agreement] 







 
					
	HSC CAPITAL CORPORATION
		
	By:	 	 /s/ George F. Knight

		 	Name:	 	George F. Knight
		 	Title:	 	Vice President and Treasurer
	
	LAWTER INTERNATIONAL INC.
		
	By:	 	 /s/ George F. Knight

		 	Name:	 	George F. Knight
		 	Title:	 	Vice President and Treasurer
	
	OILFIELD TECHNOLOGY GROUP, INC.
		
	By:	 	 /s/ George F. Knight

		 	Name:	 	George F. Knight
		 	Title:	 	Vice President and Treasurer
	
	MOMENTIVE CI HOLDING COMPANY (CHINA) LLC
		
	By:	 	 /s/ George F. Knight

		 	Name:	 	George F. Knight
		 	Title:	 	Vice President and Treasurer
	
	NL COOP HOLDINGS LLC
		
	By:	 	 /s/ George F. Knight

		 	Name:	 	George F. Knight
		 	Title:	 	Vice President and Treasurer


 [Signature Page to ABL Intercreditor Agreement] 







 EXHIBIT A 
 JOINDER AGREEMENT 
 (Other First-Priority Lien Obligations)

 This JOINDER AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this
“Agreement”), dated as of [            ] [    ], [            ], is among
[            ] (the “New Representative”), as an Other First-Priority Lien Obligations Representative,
[[            ] (the “New Collateral Agent”), as an Other First-Priority Lien Obligations Collateral
Agent,]1 JPMORGAN CHASE BANK, N.A., as ABL Facility
Collateral Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Applicable First-Lien Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as First-Lien Collateral Agent, and MOMENTIVE SPECIALTY CHEMICALS INC. (on behalf of itself and its Subsidiaries).

 This Agreement is supplemental to that certain ABL Intercreditor Agreement, dated as of March 28, 2013 (as the same may
be amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among the parties (other than the New Representative [and the New Collateral Agent]) referred to above. This
Agreement has been entered into to record the accession of the New Representative as Other First-Priority Lien Obligations Representative under the Intercreditor Agreement[, to record the accession of the New Collateral Agent as an Other
First-Priority Lien Obligations Collateral Agent under the Intercreditor Agreement] and to evidence the authority granted by the New Representative to the First-Lien Applicable Agent and the First-Lien Collateral Agent to act on behalf of the New
Representative under the Intercreditor Agreement. 
 ARTICLE I 

Definitions 
 SECTION 1.01 Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Intercreditor Agreement. 
 ARTICLE II 
 Accession 

SECTION 2.01 The New Representative agrees to become, with immediate effect, a party to and agrees to be bound by the terms of, the
Intercreditor Agreement as an Other First-Priority Lien Obligations Representative as if it had originally been party to the Intercreditor Agreement as an Other First-Priority Lien Obligations Representative. 

SECTION 2.02 [The New Collateral Agent agrees to become, with immediate effect, a party to and agrees to be bound by the terms of, the
Intercreditor Agreement as an Other First-Priority Lien Obligations Collateral Agent as if it had originally been party to the Intercreditor Agreement as an Other First-Priority Lien Obligations Collateral Agent.] 

 

	1 	To be included if applicable. 








 SECTION 2.03 The New Representative agrees that the First-Lien Applicable Agent and the
First-Lien Collateral Agent shall have the authority to act on behalf of the New Representative under the Intercreditor Agreement, and each of the First-Lien Applicable Agent and the First-Lien Collateral Agent accepts such authority. 

SECTION 2.04 The New Representative [and the New Collateral Agent] [confirms] [confirm] that [its] [their] address details for notices
pursuant to the Intercreditor Agreement are as follows: [            ]. 
 SECTION 2.05 Each party to this Agreement (other than the New Representative [and the New Collateral Agent]) confirms the acceptance of the New Representative [and the New Collateral Agent] as an Other
First-Priority Lien Obligations Representative [and an Other First-Priority Lien Obligations Collateral Agent, respectively,] for purposes of the Intercreditor Agreement. 
 SECTION 2.06 [            ] is acting in its capacity as Other First-Priority Lien Obligations Representative [and
[            ] is acting in its capacity as Other First-Priority Lien Obligations Collateral Agent] solely for the Secured Parties under
[            ]. 
 ARTICLE III 

Miscellaneous 
 SECTION 3.01 This Agreement and any claim, controversy or dispute arising under or related to such Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

 SECTION 3.02 This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when
taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or any other electronic means shall be as effective as delivery of a manually signed counterpart of this Agreement.

 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers
as of the day and year first above written. 
 [INSERT SIGNATURE BLOCKS] 

  
 2 








 EXHIBIT B 
 JOINDER AGREEMENT 
 (ABL Obligations) 

This JOINDER AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this
“Agreement”), dated as of [            ] [    ], [            ], is among
[            ], as an ABL Facility Collateral Agent (the “New Collateral Agent”), JPMORGAN CHASE BANK, N.A., as ABL Facility Collateral Agent, WILMINGTON TRUST,
NATIONAL ASSOCIATION, as Applicable First-Lien Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as First-Lien Collateral Agent, and MOMENTIVE SPECIALTY CHEMICALS INC. (on behalf of itself and its Subsidiaries). 

This Agreement is supplemental to that certain ABL Intercreditor Agreement, dated as of March 28, 2013 (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among the parties (other than the New Collateral Agent) referred to above. This Agreement has been entered into to record
the accession of the New Collateral Agent as ABL Facility Collateral Agent under the Intercreditor Agreement. 
 ARTICLE I

 Definitions 
 SECTION 1.01 Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Intercreditor Agreement. 
 ARTICLE II 
 Accession 

SECTION 2.01 The New Collateral Agent agrees to become, with immediate effect, a party to and agrees to be bound by the terms of, the
Intercreditor Agreement as an ABL Facility Collateral Agent as if it had originally been party to the Intercreditor Agreement as an ABL Facility Collateral Agent. 
 SECTION 2.02 The New Collateral Agent confirms that its address details for notices pursuant to the Intercreditor Agreement are as follows:
[            ]. 
 SECTION 2.03 Each party to this Agreement (other
than the New Collateral Agent) confirms the acceptance of the New Collateral Agent as an ABL Facility Collateral Agent for purposes of the Intercreditor Agreement. 
 SECTION 2.04 [            ] is acting in its capacity as ABL Facility Collateral Agent solely for the Secured Parties under
[            ]. 







 ARTICLE III 
 Miscellaneous 
 SECTION 3.01 This Agreement and any claim, controversy or
dispute arising under or related to such Agreement shall be governed by, and construed in accordance with, the law of the State of New York. 
 SECTION 3.02 This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed
signature page to this Agreement by facsimile transmission or any other electronic means shall be as effective as delivery of a manually signed counterpart of this Agreement. 
 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. 

[INSERT SIGNATURE BLOCKS] 

  
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