Notes Collateral Agreement dated and effective as of January 29, 2010



 Exhibit 10.4 
 COLLATERAL AGREEMENT 
 dated and effective as of 

January 29, 2010, 
 among 
 HEXION SPECIALTY CHEMICALS, INC., 
 each Subsidiary of Parent identified herein, 
 and 
 Wilmington Trust FSB, 
 as Collateral Agent 









 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
	 ARTICLE I.
	  	 Definitions
	  	1
			
	 SECTION 1.01.
	  	 Indenture and Intercreditor Agreement
	  	1
			
	 SECTION 1.02.
	  	 Other Defined Terms
	  	1
			
	 ARTICLE II.
	  	 [Intentionally Omitted]
	  	6
			
	 ARTICLE III.
	  	 Pledge of Securities
	  	6
			
	 SECTION 3.01.
	  	 Pledge
	  	6
			
	 SECTION 3.02.
	  	 Delivery of the Pledged Collateral
	  	7
			
	 SECTION 3.03.
	  	 Representations, Warranties and Covenants
	  	8
			
	 SECTION 3.04.
	  	 Certification
	  	9
			
	 SECTION 3.05.
	  	 Registration in Nominee Name; Denominations
	  	9
			
	 SECTION 3.06.
	  	 Voting Rights; Dividends and Interest, etc.
	  	10
			
	 ARTICLE IV.
	  	 Security Interests in Personal Property
	  	12
			
	 SECTION 4.01.
	  	 Security Interest
	  	12
			
	 SECTION 4.02.
	  	 Representations and Warranties
	  	14
			
	 SECTION 4.03.
	  	 Covenants
	  	15
			
	 SECTION 4.04.
	  	 Other Actions
	  	18
			
	 SECTION 4.05.
	  	 Covenants Regarding Patent, Trademark and Copyright Collateral
	  	19
			
	 ARTICLE V.
	  	 Remedies
	  	21
			
	 SECTION 5.01.
	  	 Remedies Upon Default
	  	21
			
	 SECTION 5.02.
	  	 Application of Proceeds
	  	22
			
	 SECTION 5.03.
	  	 Grant of License to Use Intellectual Property
	  	23
			
	 SECTION 5.04.
	  	 Securities Act, etc.
	  	23
			
	 SECTION 5.05.
	  	 Registration, etc.
	  	24
			
	 ARTICLE VI.
	  	 [Intentionally Omitted]
	  	25
			
	 ARTICLE VII.
	  	 Miscellaneous
	  	25
			
	 SECTION 7.01.
	  	 Notices
	  	25
			
	 SECTION 7.02.
	  	 Security Interest Absolute
	  	25
			
	 SECTION 7.03.
	  	 Limitation By Law
	  	25
			
	 SECTION 7.04.
	  	 Binding Effect; Several Agreement
	  	25

  

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	 SECTION 7.05.
	  	 Successors and Assigns
	  	26
			
	 SECTION 7.06.
	  	 Collateral Agent’s Fees and Expenses; Indemnification
	  	26
			
	 SECTION 7.07.
	  	 Collateral Agent Appointed Attorney-in-Fact
	  	27
			
	 SECTION 7.08.
	  	 GOVERNING LAW
	  	27
			
	 SECTION 7.09.
	  	 Waivers; Amendment
	  	28
			
	 SECTION 7.10.
	  	 WAIVER OF JURY TRIAL
	  	29
			
	 SECTION 7.11.
	  	 Severability
	  	29
			
	 SECTION 7.12.
	  	 Counterparts
	  	29
			
	 SECTION 7.13.
	  	 Headings
	  	29
			
	 SECTION 7.14.
	  	 Jurisdiction; Consent to Service of Process
	  	30
			
	 SECTION 7.15.
	  	 Termination or Release
	  	30
			
	 SECTION 7.16.
	  	 Additional Subsidiaries
	  	31
			
	 SECTION 7.17.
	  	 Intercreditor Agreement
	  	31
			
	 SECTION 7.18.
	  	 Senior Collateral Documents
	  	32
			
	 SECTION 7.19.
	  	 Dutch Parallel Debt
	  	32
			
	 SECTION 7.20.
	  	 ULC Shares
	  	33

  

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 Schedules 
  

			
	Schedule I	  	Commercial Tort Claims
	Schedule II	  	Pledged Stock; Debt Securities
	Schedule III	  	Intellectual Property

 Exhibits 
  

			
	Exhibit I	  	Form of Supplement to the Collateral Agreement

  

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 COLLATERAL AGREEMENT dated and effective as of January 29, 2010 (this
“Agreement”), among HEXION SPECIALTY CHEMICALS, INC., a New Jersey corporation (“Parent”), each Subsidiary of Parent that is or becomes a party hereto (each, a “Subsidiary Party”) and
WILMINGTON TRUST FSB, as Collateral Agent (in such capacity, together with its successors and assigns, the “Collateral Agent”) for the Secured Parties (as defined below). 
 Reference is made to (a) the Indenture dated as of January 29, 2010 (as amended, restated, supplemented, waived or otherwise
modified from time to time, the “Indenture”), among Hexion Finance Escrow LLC, a Delaware limited liability company, Hexion Escrow Corporation, a Delaware corporation, and Wilmington Trust FSB, as Trustee, as assumed by Hexion U.S.
Finance Corp., a Delaware corporation (the “U.S. Issuer”) and Hexion Nova Scotia Finance, ULC, a Nova Scotia unlimited liability company (the “Canadian Issuer”) pursuant to that certain Supplemental Indenture dated
as of January 29, 2010, by and among the U.S. Issuer, the Canadian Issuer, the Guarantors party thereto and Wilmington Trust FSB, as Trustee, and (b) the Intercreditor Agreement dated as of January 29, 2010 (as amended, restated,
supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Parent, each Subsidiary of Parent identified therein, the Trustee and the Intercreditor Agent. 
 ARTICLE I. 
 Definitions 
 SECTION 1.01. Indenture and Intercreditor Agreement. 
 (a) Capitalized terms used in this Agreement and not otherwise defined herein have the respective meanings assigned thereto in the Indenture
or the Intercreditor Agreement. All terms defined in the New York UCC (as defined herein) and not defined in this Agreement have the meanings specified therein. The term “instrument” shall have the meaning specified in Article 9 of the New
York UCC. 
 (b) The rules of construction specified in Section 1.04 of the Indenture also apply to this Agreement.

 SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

 “Account Debtor” means any Person who is or who may become obligated to any Pledgor under, with respect to
or on account of an Account. 
 “Additional 1-1/2 Lien Obligations” has the meaning assigned to such term in
Section 7.09(d). 
 “Article 9 Collateral” has the meaning assigned to such term in Section 4.01.

 “Collateral” means Article 9 Collateral and Pledged Collateral. 









 “Collateral Agent” has the meaning assigned to such term in the preliminary
statement and for the purpose of Section 7.19, the term Collateral Agent shall mean Wilmington Trust FSB in its own capacity and its successors and assigns pursuant to Section 7.05. 
 “Control Agreement” means a securities account control agreement or a commodity account control agreement, as applicable,
enabling the Collateral Agent to obtain “control” (within the meaning of the New York UCC) of any such accounts, in form and substance reasonably satisfactory to the Collateral Agent. 
 “Copyright License” means any written agreement, now or hereafter in effect, granting any right to any Pledgor under any
Copyright now or hereafter owned by any third party, and all rights of any Pledgor under any such agreement (including, any such rights that such Pledgor has the right to license). 
 “Copyrights” means all of the following now owned or hereafter acquired by any Pledgor (or, as required in the context of
the definition of “Copyright License,” any third party licensor): (a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise; and
(b) all registrations and applications for registration of any such Copyright in the United States or any other country, including registrations, supplemental registrations and pending applications for registration in the United States
Copyright Office, including those listed on Schedule III. 
 “Dutch Security Documents” means all Dutch
law-governed pledge, security or other agreements granting Liens on any assets of Parent or its Subsidiaries to secure the Notes Obligations. 
 “Existing Debentures” means the 8.375% Debentures of Parent due 2016, the 9.200% Debentures of Parent due 2021 and the 7.875% Debentures of Parent due 2023. 
 “Existing Notes” means the Existing Debentures outstanding on the date hereof. 
 “Existing Notes Documents” means the indentures under which the Existing Notes are issued and all other instruments,
agreements and other documents evidencing or governing the Existing Notes or providing for any security, guarantee or other right in respect thereof. 
 “Existing Second Lien Intercreditor Agreement” shall mean the Intercreditor Agreement dated as of November 3, 2006, among Hexion LLC, Parent, the subsidiaries of Parent party
thereto, Wilmington Trust Company, as Trustee for the Existing Second Secured Notes, and JPMorgan Chase Bank, N.A., as Intercreditor Agent, as amended, restated, supplemented or otherwise modified from time to time. 
 “Existing Second Secured Notes” means (a) the Second-Priority Senior Secured Floating Rate Notes
of the Issuers due 2014 and (b) the 9 3/4%
Second-Priority Senior Secured Notes of the Issuers due 2014, in each case issued pursuant to the Second Secured Notes Indenture. 
 “Federal Securities Laws” has the meaning assigned to such term in Section 5.04. 
  

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 “General Intangibles” means all “General Intangibles” as defined
in the New York UCC, including all choses in action and causes of action and all other intangible personal property of any Pledgor of every kind and nature (other than Accounts) now owned or hereafter acquired by any Pledgor, including corporate or
other business records, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, Swap Agreements and other agreements), Intellectual Property, goodwill, registrations, franchises, tax refund
claims and any letter of credit, guarantee, claim, security interest or other security held by or granted to any Pledgor to secure payment by an Account Debtor of any of the Accounts. 
 “Governmental Authority” means any federal, state, local or foreign court or governmental agency, authority,
instrumentality or regulatory or legislative body. 
 “Incur” has the meaning assigned to such term in the
Indenture. 
 “Indenture” has the meaning assigned to such term in the preliminary statement of this Agreement.

 “Indenture Documents” means (a) the Indenture, the Notes, this Agreement and the other Security
Documents and (b) any other related documents or instruments executed and delivered pursuant to the Indenture or any Security Document, in each case, as such agreements may be amended, restated, supplemented or otherwise modified from time to
time. 
 “Indenture Restricted Subsidiary” means a “Restricted Subsidiary” under and as defined in
either (a) the Indenture of Parent dated as of January 15, 1983, governing the Debentures due 2016, or (b) the Indenture of Parent dated as of December 15, 1987, governing the Debentures due 2021 and 2023, in each case, as
amended, modified or supplemented from time to time. 
 “Intellectual Property” means all intellectual and
similar property of every kind and nature now owned or hereafter acquired by any Pledgor, including inventions, designs, Patents, Copyrights, Trademarks, Patent Licenses, Copyright Licenses, Trademark Licenses, trade secrets, domain names,
confidential or proprietary technical and business information, know-how, show-how or other data or information and all related documentation. 
 “Intercreditor Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement. 
 “Junior Lender Claims” means (a) the Existing Second Secured Notes outstanding on the date hereof and (b) any
other Indebtedness or other obligation incurred by Parent or any of its Subsidiaries after the date hereof that is secured by a Lien on the Collateral that is intended to rank junior in priority with the Liens securing the Notes Obligations granted
under this Agreement, to the extent the incurrence of such Indebtedness or obligation and such Lien is permitted under the Indenture. 
 “Junior Lender Documents” means each agreement, document and instrument providing for, evidencing or securing any Indebtedness constituting Junior Lender Claims. 
  

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 “New York UCC” means the Uniform Commercial Code as from time to time in
effect in the State of New York. 
 “Notes Obligations” means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable by the Issuers to the Holders of the Notes under the documentation entered into in connection with the Notes as they may exist from time to time; provided, however, that
Obligations with respect to the Notes shall not include fees or indemnifications in favor of the Trustee and other third parties other than the Holders of the Notes, nor the Parallel Debt Notes Obligations. 
 “Obligations” has the meaning assigned to such term in the Indenture as such term applies with respect to the Notes.

 “Parallel Debt Notes Obligations” has the meaning assigned to such term in Section 7.19. 
 “Pari Passu Indebtedness” has the meaning assigned to such term in the Indenture. 
 “Patent License” means any written agreement, now or hereafter in effect, granting to any Pledgor any right to make, use or
sell any invention covered by a Patent, now or hereafter owned by any third party (including, any such rights that such Pledgor has the right to license). 
 “Patents” means all of the following now owned or hereafter acquired by any Pledgor (or, as required in the context of the definition of “Patent License,” any third party
licensor): (a) all letters patent of the United States or the equivalent thereof in any other country, and all applications for letters patent of the United States or the equivalent thereof in any other country, including those listed on
Schedule III, and (b) all reissues, continuations, divisions, continuations-in-part or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed
therein. 
 “Pledged Collateral” has the meaning assigned to such term in Section 3.01. 
 “Pledged Debt Securities” has the meaning assigned to such term in Section 3.01. 
 “Pledged Securities” means any promissory notes, stock certificates or other certificated securities now or hereafter
included in the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral. 
 “Pledged Stock” has the meaning assigned to such term in Section 3.01. 
 “Pledged ULC Shares” means Pledged Stock which are shares of a ULC. 
 “Pledgor” means Parent and each Subsidiary Party. 
 “Requirement of Law” means, with
respect to any person, the common law and all federal, state, local and foreign laws, rules and regulations, orders, judgments, decrees and other legal requirements or determinations of any Governmental Authority or arbitrator, applicable to or
binding upon such person or any of its property or to which such person or any of its property is subject. 
  

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 “Second Secured Notes Indenture” means the Indenture, dated as of
November 3, 2006, among Parent, Hexion Nova Scotia Finance, ULC, a Nova Scotia unlimited liability company, Hexion U.S. Finance Corp., a Delaware corporation, each Subsidiary of Parent identified therein, and Wilmington Trust Company, as
trustee, as amended, restated, supplemented, waived, or otherwise modified from time to time. 
 “Secured
Parties” means (a) the Collateral Agent, (b) each Holder, (c) the beneficiaries of each indemnification obligation undertaken by Parent, any Issuer or any Subsidiary Party under any Indenture Document, (d) the Trustee,
(e) the holders of any Additional 1-1/2 Lien Obligations (or the trustee or agent thereof) that have entered into a joinder, supplement or amendment to this Agreement as contemplated by Section 7.09(d) and (f) the successors and
permitted assigns of each of the foregoing. 
 “Security Interest” has the meaning assigned to such term in
Section 4.01. 
 “Subsidiary Party” has the meaning assigned to such term in the preliminary statement of
this Agreement. 
 “Trademark License” means any written agreement, now or hereafter in effect, granting to any
Pledgor any right to use any Trademark now or hereafter owned by any third party (including, any such rights that such Pledgor has the right to license). 
 “Trademarks” means all of the following now owned or hereafter acquired by any Pledgor (or, as required in the context of the definition of “Trademark License,” any third party
licensor): (a) all trademarks, service marks, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now
existing or hereafter adopted or acquired, all registrations thereof (if any), and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and
Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all renewals thereof, including those listed on Schedule III and (b) all goodwill associated
therewith or symbolized thereby. 
 “ULC” means an unlimited company existing under the laws of the Province of
Nova Scotia, Canada. 
  

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 ARTICLE II. 
 [Intentionally Omitted] 
 ARTICLE III. 
 Pledge of Securities 
 SECTION 3.01. Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Pledgor hereby (except in the case of Pledged ULC Shares) assigns and (in all
cases) pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured
Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (which Equity Interests constituting Pledged Stock shall be listed on Schedule II) and any other
Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests; provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity
Interests of any Foreign Subsidiary, which pledge, except in the case of a pledge of Pledged ULC Shares, shall be duly noted on the share register, if any, of such Foreign Subsidiary, (ii) any Equity Interests not required to be pledged as
security for Senior Lender Claims, (iii) any Equity Interests of a Subsidiary of Parent to the extent that, as of the date hereof, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or
relating to such Equity Interests, or (iv) any Equity Interests of any Indenture Restricted Subsidiary owned by Parent or any Indenture Restricted Subsidiary (the Equity Interests pledged pursuant to this clause (a), the “Pledged
Stock”) provided, further, that, other than with respect to the Hexion Canada Entities, (x) shares of capital stock and other Equity Interests will constitute Pledged Stock only to the extent that such capital stock and
other Equity Interests can secure the Notes without Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act (“Rule 3-10” and “Rule 3-16,” respectively) (or any other law, rule or regulation) requiring
separate financial statements of the issuer thereof to be filed with the SEC (or any other governmental agency); (y) in the event that either Rule 3-10 or Rule 3-16 requires or is amended, modified or interpreted by the SEC to require (or
is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary of Parent due to the
fact that such Person’s capital stock or other Equity Interests constitute Pledged Stock, then such capital stock or other Equity Interests shall automatically be deemed not to be Pledged Stock, but only to the extent necessary to not be
subject to such requirement; and (z) in the event that either Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted,
which would permit) such capital stock or other Equity Interests to constitute Pledged Stock without the filing with the SEC (or any other governmental agency) of separate financial statements of such Person, then such capital stock and other Equity
Interests shall automatically be deemed to be Pledged Stock but only to the extent necessary to not be subject to any such financial statement requirement; (b)(i) the debt securities currently issued to any Pledgor (which debt securities
constituting Pledged Debt Securities shall be listed on Schedule II), (ii) any debt securities in the future issued to such Pledgor and (iii) the promissory notes and any other instruments, if any, evidencing such debt

  

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securities; provided that the Pledged Debt Securities shall not include debt securities (A) issued by any Indenture Restricted Subsidiary to Parent or any Indenture Restricted
Subsidiary or (B) issued by any Foreign Subsidiary to Parent or a Domestic Subsidiary, in the case of this clause (B), for so long as the pledge of such Indebtedness would be deemed an incurrence of Indebtedness under any of the Existing
Notes Documents or Indenture Documents or (C) that are not required to be pledged as security for Senior Lender Claims (the debt securities pledged pursuant to this clause (b), the “Pledged Debt Securities”); (c) subject
to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other
proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 3.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in
clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). 

TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or
incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. 

SECTION 3.02. Delivery of the Pledged Collateral. 
 (a) Each Pledgor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or until the Discharge of Senior Lender Claims, the Intercreditor Agent), for the ratable benefit of the
Secured Parties, any and all Pledged Securities to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this
Section 3.02. 
 (b) Each Pledgor will cause any Pledged Debt Security or other Indebtedness for borrowed money
(i) having an aggregate principal amount in excess of $15,000,000 or (ii) payable by Parent or any Subsidiary of Parent (other than, in the case of this clause (ii), any such Indebtedness referred to in clause (A), (B) or
(C) of the proviso to Section 3.01(b) and intercompany Indebtedness incurred in the ordinary course of business in connection with the cash management operations and intercompany sales of Parent and each Subsidiary of Parent) owed to such
Pledgor by any person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent (or until the Discharge of Senior Lender Claims, the Intercreditor Agent), for the ratable benefit of the Secured Parties,
pursuant to the terms hereof. Following the Discharge of Senior Lender Claims, to the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Collateral Agent, to immediately demand payment thereunder
upon an Event of Default specified under Section 6.01(a), (b), (f), (g) or (h) of the Indenture. 
 (c) Upon
delivery to the Collateral Agent (or until the Discharge of Senior Lender Claims, the Intercreditor Agent), (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02
shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to, following the Discharge of Senior Lender Claims, the Collateral Agent, and by

  

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such other instruments and documents as, following the Discharge of Senior Lender Claims, the Collateral Agent, may reasonably request and (ii) all other property constituting part of the
Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by
the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as, following the Discharge of Senior Lender Claims, the Collateral Agent, may reasonably request. Each
delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall
not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. 
 SECTION 3.03. Representations, Warranties and Covenants. The Pledgors, jointly and severally, represent, warrant and covenant to and with the Collateral Agent, for the ratable benefit of the
Secured Parties, that: 
 (a) Schedule II correctly sets forth the percentage of the issued and outstanding shares of
each class of the Equity Interests of the issuer thereof represented by such Pledged Stock and includes all Equity Interests, debt securities and promissory notes or instruments evidencing Indebtedness required to be delivered pursuant to
Section 3.02(b); 
 (b) the Pledged Stock to the best of each Pledgor’s knowledge, have been duly and validly
authorized and issued by the issuers thereof and are fully paid and nonassessable, subject to the assessability of the Pledged ULC Shares under the Companies Act Nova Scotia; 
 (c) except for the security interests granted hereunder (and those securing any Senior Lender Claims), each Pledgor (i) is and, subject
to any transfers made in compliance with the Indenture, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Pledgor, (ii) holds the same free and clear of
all Liens, other than Permitted Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than pursuant to a transaction
permitted by the Indenture and other than Permitted Liens and (iv) subject to the rights of such Pledgor under the Indenture Documents to dispose of Pledged Collateral, will use commercially reasonable efforts to defend its title or interest
thereto or therein against any and all Liens (other than Permitted Liens), however arising, of all persons; 
 (d) other than as
set forth in the Indenture, and except for restrictions and limitations imposed by the Indenture Documents, the Senior Lender Documents, the Junior Lender Documents or securities laws generally, the Pledged Collateral is and will continue to be
freely transferable and assignable, and none of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law, memorandum of association or articles of association provisions or
contractual restriction of any nature, other than restrictions on transfer in the articles of association of a ULC, that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or disposition
thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder; 
  

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 (e) each Pledgor has the power and authority to pledge the Pledged Collateral pledged by it
hereunder in the manner hereby done or contemplated; 
 (f) other than as set forth in the Indenture or in the Senior Lender
Documents, no consent or approval of any Governmental Authority, any securities exchange or any other person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);

 (g) by virtue of the execution and delivery by the Pledgors of this Agreement, the Intercreditor Agreement and the Foreign
Pledge Agreements, when any Pledged Securities (excluding any foreign stock not covered by a Foreign Pledge Agreement) are delivered to the Collateral Agent (or until the Discharge of Senior Lender Claims, the Intercreditor Agent), for the ratable
benefit of the Secured Parties, in accordance with this Agreement, the Collateral Agent will obtain, for the ratable benefit of the Secured Parties, a legal, valid and perfected lien upon and security interest in such Pledged Securities, subject
only to Permitted Liens or Liens arising by operation of law, as security for the payment and performance of the Obligations; and 
 (h) the pledge effected hereby is effective to vest in the Collateral Agent, for the ratable benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein. 
 SECTION 3.04. Certification. 
 (a) Each interest in any limited liability company or limited partnership controlled by any Pledgor, pledged hereunder and represented by a certificate, shall be a “security” within the meaning
of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC, and each such interest shall at all times hereafter be represented by a certificate. 
 (b) Each interest in any limited liability company or limited partnership controlled by a Pledgor, pledged hereunder and not represented by
a certificate shall not be a “security” within the meaning of Article 8 of the New York UCC and shall not be governed by Article 8 of the New York UCC, and the Pledgors shall at no time elect to treat any such interest as a
“security” within the meaning of Article 8 of the New York UCC or issue any certificate representing such interest, unless the applicable Pledgor provides prior written notification to the Collateral Agent of such election and
immediately delivers any such certificate to the Collateral Agent (or until the Discharge of Senior Lender Claims, the Intercreditor Agent) pursuant to the terms hereof. 
 SECTION 3.05. Registration in Nominee Name; Denominations. Following the Discharge of Senior Lender Claims, the Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole
and absolute discretion) to hold the Pledged Securities in the name of the applicable Pledgor, endorsed or assigned in blank or, except in the case of the Pledged ULC Shares, in favor of the Collateral Agent or, except in the case of Pledged ULC
Shares, if an Event of Default shall have occurred and be continuing, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). Upon the occurrence of an Event of Default, each Pledgor will promptly give to the Collateral
Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such

  

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Pledgor. If an Event of Default shall have occurred and be continuing, following the Discharge of Senior Lender Claims, the Collateral Agent shall have the right to exchange the certificates
representing Pledged Securities held by it for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each Pledgor shall use its commercially reasonable efforts to cause any Subsidiary of Parent that is not a
party to this Agreement to comply with a request by the Collateral Agent, pursuant to this Section 3.05, to exchange certificates representing Pledged Securities of such Subsidiary of Parent for certificates of smaller or larger denominations.

 SECTION 3.06. Voting Rights; Dividends and Interest, etc. 
 (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given notice to the
relevant Pledgors of the Collateral Agent’s intention to exercise its rights hereunder: 
 (i) Each Pledgor
shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Collateral or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture and the other
Indenture Documents; provided, that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights and remedies of any of the Collateral Agent or the other Secured Parties under this
Agreement, the Indenture or any other Indenture Document or the ability of the Secured Parties to exercise the same. 
 (ii) The Collateral Agent shall promptly execute and deliver to each Pledgor, or cause to be executed and delivered to such Pledgor, all such proxies, powers of attorney and other instruments as such Pledgor may reasonably request for the
purpose of enabling such Pledgor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above. 
 (iii) Each Pledgor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions
paid on or distributed in respect of the Pledged Collateral to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and
conditions of the Indenture, the other Indenture Documents and applicable laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Securities, whether resulting from a subdivision,
combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation,
acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Pledgor, shall not be commingled by such Pledgor with any of its other funds or
property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent, for the ratable benefit of the Secured Parties, and, following the Discharge of Senior Lender Claims, shall be forthwith
delivered to the Collateral Agent, for the ratable benefit of the Secured Parties, in the same form as so received (endorsed in a manner reasonably satisfactory to the Collateral Agent). 
  

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 (b) Except in the case of Pledged ULC Shares (in which case the Pledgors shall maintain all
membership rights described herein until they cease to be registered as members of the applicable ULC), upon the occurrence and during the continuance of an Event of Default and after the Discharge of Senior Lender Claims and after notice by the
Collateral Agent to the relevant Pledgors of the Collateral Agent’s intention to exercise its rights hereunder, all rights of any Pledgor to dividends, interest, principal or other distributions that such Pledgor is authorized to receive
pursuant to paragraph (a)(iii) of this Section 3.06 shall cease, and all such rights shall thereupon become vested, for the ratable benefit of the Secured Parties, in the Collateral Agent which shall have the sole and exclusive right and
authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Pledgor contrary to the provisions of this Section 3.06 shall not be
commingled by such Pledgor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent (or the Intercreditor Agent, as applicable), for the ratable benefit of
the Secured Parties, and, following the Discharge of Senior Lender Claims, shall be forthwith delivered to the Collateral Agent, for the ratable benefit of the Secured Parties, in the same form as so received (endorsed in a manner reasonably
satisfactory to the Collateral Agent (or the Intercreditor Agent, as applicable)). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the
Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 5.02. After all Events of Default have been cured or waived
and Parent has delivered to the Collateral Agent a certificate to that effect, the Collateral Agent shall promptly repay to each Pledgor (without interest) all dividends, interest, principal or other distributions that such Pledgor would otherwise
be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 3.06 and that remain in such account. 
 (c) Except in the case of Pledged ULC Shares (in which case the Pledgors shall maintain all membership rights described herein until they cease to be registered as members of the applicable ULC), upon the occurrence and during the
continuance of an Event of Default and after the Discharge of Senior Lender Claims and after notice by the Collateral Agent to the relevant Pledgors of the Collateral Agent’s intention to exercise its rights hereunder, all rights of any Pledgor
to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 3.06, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 3.06, shall cease,
and all such rights shall thereupon become vested in the Collateral Agent, for the ratable benefit of the Secured Parties, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers.

 (d) Any notice given by the Collateral Agent to the Pledgors suspending their rights under paragraph (a) of this
Section 3.06 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given to one or more of the Pledgors at the same or different times and (iii) may suspend the rights of the Pledgors under
paragraph (a)(i) or paragraph (a)(iii) in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to
give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing. 
  

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 ARTICLE IV. 
 Security Interests in Personal Property 
 SECTION 4.01. Security
Interest. 
 (a) As security for the payment or performance, as the case may be, in full of the Obligations, each Pledgor
hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a
security interest (the “Security Interest”) in all right, title and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or
at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”): 
 (i) all Accounts; 
 (ii) all Chattel Paper; 
 (iii) all cash and Deposit Accounts; 
 (iv) all Documents; 
 (v) all Equipment; 
 (vi) all General Intangibles; 
 (vii) all Instruments; 
 (viii) all Intellectual Property; 
 (ix) all Inventory; 

(x) all Investment Property; 
 (xi) all Letter of Credit Rights; 
 (xii) all Commercial Tort
Claims as described in Schedule I hereto; 
 (xiii) all books and records pertaining to the Article 9 Collateral;
and 
 (xiv) to the extent not otherwise included, all proceeds, Supporting Obligations and products of any and
all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. 
  

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 Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a
security interest in (and the Article 9 Collateral shall not include) (a) any vehicle covered by a certificate of title or ownership, (b) any assets not required to be pledged as security for Senior Lender Claims, (c) any Letter of
Credit Rights to the extent any Pledgor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose, (d) any Equity Interests or debt securities excluded from the pledge made pursuant to
Section 3.01 hereof, (e) any Pledgor’s right, title or interest in any license, contract or agreement to which such Pledgor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that such
a grant would, under the terms of such license, contract or agreement, result in a breach of the terms of, or constitute a default under, any license, contract or agreement to which such Pledgor is a party (other than to the extent that any such
term would be rendered ineffective pursuant to Section 9-406, 9-408 or 9-409 of the New York UCC or any other applicable law (including Title 11 of the United States Code) or principles of equity); provided, that immediately upon the
ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Pledgor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect or
(f) any Equipment or other asset owned by any Pledgor that is subject to a purchase money lien or a Capitalized Lease Obligation, in each case, as permitted under the Indenture Documents and the Senior Lender Documents, if the contract or other
agreement in which such Lien is granted (or the documentation providing for such Capitalized Lease Obligation) prohibits or requires the consent of any person other than the Pledgors as a condition to the creation of any other security interest on
such Equipment and, in each such case, such prohibition or requirement is permitted under the Indenture Documents and the Senior Lender Documents. 
 (b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with
respect to the Article 9 Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment,
including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient
description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to
ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property”. Each Pledgor agrees to provide such information to the
Collateral Agent promptly upon request. 
 The Collateral Agent is further authorized to file with the United States Patent and
Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting
the Security Interest granted by each Pledgor, without the signature of any Pledgor, and naming any Pledgor or the Pledgors as debtors and the Collateral Agent as secured party. 
  

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 (c) The Security Interest is granted as security only and shall not subject the Collateral
Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Article 9 Collateral. 
 SECTION 4.02. Representations and Warranties. The Pledgors jointly and severally represent and warrant to the Collateral Agent and the Secured Parties that: 
 (a) Each Pledgor has good and valid rights in and title to the Article 9 Collateral with respect to which it has purported to grant a
Security Interest hereunder and has full power and authority to grant to the Collateral Agent the Security Interest in such Article 9 Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this
Agreement, without the consent or approval of any other person other than any consent or approval that has been obtained and is in full force and effect or has otherwise been disclosed herein or in the Indenture or in any offering circular related
thereto. 
 (b) Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate
filings, recordings or registrations containing a description of the Article 9 Collateral have been prepared for filing in each governmental, municipal or other office specified by Parent, and constitute all the filings, recordings and registrations
(other than filings required to be made in the United States Patent and Trademark Office and the United States Copyright Office in order to perfect the Security Interest in Article 9 Collateral consisting of United States Patents, United States
registered Trademarks and United States registered Copyrights) that are necessary to publish notice of and protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the ratable
benefit of the Secured Parties) in respect of all Article 9 Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and
possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements
or amendments. Each Pledgor represents and warrants that a fully executed agreement in the form hereof (or a short form hereof which form shall be reasonably acceptable to the Collateral Agent) containing a description of all Article 9 Collateral
consisting of Intellectual Property with respect to Patents (and Patents for which registration applications are pending), registered Trademarks (and Trademarks for which registration applications are pending) and registered Copyrights (and
Copyrights for which registration applications are pending) has been delivered to the Collateral Agent for recording with, in the case of United States Patents, Trademarks, Copyrights and applications, the United States Patent and Trademark Office
and the United States Copyright Office pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and the regulations thereunder, as applicable, or, in the case of non-United States Patents, Trademarks, Copyrights
and applications, the appropriate non-U.S. office, and otherwise as may be reasonably requested by the Collateral Agent, to protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent, for
the ratable benefit of the Secured Parties, in respect of all Article 9 Collateral consisting of such Intellectual Property in which a security interest may be perfected by recording with the United States Patent and Trademark Office and the United
States Copyright Office, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary (other than such actions as are necessary to perfect the Security Interest with respect to any Article 9
Collateral consisting of Patents, Trademarks and Copyrights (or registration or application for registration thereof) acquired or developed after the Issue Date). 
  

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 (c) The Security Interest constitutes (i) a legal and valid security interest in all
the Article 9 Collateral securing the payment and performance of the Obligations, (ii) subject to the filings described in Section 4.02(b), a perfected security interest in all Article 9 Collateral in which a security interest may be
perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code or other applicable law
in such jurisdictions and (iii) subject to Section 4.02(b) a security interest that shall be perfected in all Article 9 Collateral in which a security interest may be perfected upon the receipt and recording of this Agreement (or a short
form hereof) with the United States Patent and Trademark Office and the United States Copyright Office, as applicable. The Security Interest is and shall be prior to any other Lien on any of the Article 9 Collateral other than Permitted Liens or
Liens arising by operation of law. 
 (d) The Article 9 Collateral is owned by the Pledgors free and clear of any Lien, other
than Permitted Liens or Liens arising by operation of law. None of the Pledgors has filed or consented to the filing of (i) any financing statement or analogous document under the Uniform Commercial Code or any other applicable laws covering
any Article 9 Collateral, (ii) any assignment in which any Pledgor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with the United States Patent and Trademark Office or the
United States Copyright Office or (iii) any assignment in which any Pledgor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with any foreign governmental, municipal or other
office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Permitted Liens. 
 (e) None of the Pledgors holds any Commercial Tort Claim individually in excess of $5,000,000 as of the Issue Date. 
 (f) As of the Issue Date, all Accounts owned by the Pledgors have been originated by the Pledgors and all Inventory owned by the Pledgors
has been acquired by the Pledgors in the ordinary course of business. 
 SECTION 4.03. Covenants. 
 (a) Each Pledgor agrees promptly to notify the Collateral Agent in writing of any change (i) in its corporate name, (ii) in its
identity or type of organization or corporate structure, (iii) in its Federal Taxpayer Identification Number or organizational identification number or (iv) in its jurisdiction of organization. Each Pledgor agrees promptly to provide the
Collateral Agent with certified organizational documents reflecting any of the changes described in the immediately preceding sentence. Each Pledgor agrees not to effect or permit any change referred to in the first sentence of this paragraph
(a) unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in
all the Article 9 Collateral, for the ratable benefit of the Secured Parties. Each Pledgor agrees promptly to notify the Collateral Agent if any material portion of the Article 9 Collateral owned or held by such Pledgor is damaged or destroyed.

  

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 (b) Subject to the rights of such Pledgor under the Indenture Documents to dispose of
Collateral, each Pledgor shall, at its own expense, use commercially reasonable efforts to defend title to the Article 9 Collateral against all persons and to defend the Security Interest of the Collateral Agent, for the ratable benefit of the
Secured Parties, in the Article 9 Collateral and the priority thereof against any Lien that is not a Permitted Lien. 
 (c) Each
Pledgor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure,
preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement and the granting of the Security
Interest and the filing of any financing statements (including fixture filings) or other documents in connection herewith or therewith. If any amount payable under or in connection with any of the Article 9 Collateral that is in excess of
$15,000,000 shall be or become evidenced by any promissory note or other instrument, such note or instrument shall be promptly pledged and delivered to the Collateral Agent (or until the Discharge of Senior Lender Claims, the Intercreditor Agent),
for the ratable benefit of the Secured Parties, duly endorsed in a manner reasonably satisfactory, following the Discharge of Senior Lender Claims, to the Collateral Agent. 
 (d) Without limiting the generality of the foregoing, each Pledgor hereby authorizes the Collateral Agent, with prompt notice thereof to the
Pledgors, to supplement this Agreement by supplementing Schedule III or adding additional schedules hereto to specifically identify any asset or item that may constitute Copyrights, Licenses, Patents or Trademarks; provided that any
Pledgor shall have the right, exercisable within 90 days after it has been notified by the Collateral Agent of the specific identification of such Collateral, to advise the Collateral Agent in writing of any inaccuracy of the representations
and warranties made by such Pledgor hereunder with respect to such Collateral. Each Pledgor agrees that it will use its commercially reasonable efforts to take such action as shall be necessary in order that all representations and warranties
hereunder shall be true and correct with respect to such Collateral within 90 days after the date it has been notified by the Collateral Agent of the specific identification of such Collateral. 
 (e) Following the Discharge of Senior Lender Claims, after the occurrence of an Event of Default and during the continuance thereof, the
Collateral Agent shall have the right to verify under reasonable procedures the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Article 9 Collateral, including, in the case of Accounts or
Article 9 Collateral in the possession of any third person, by contacting Account Debtors or the third person possessing such Article 9 Collateral for the purpose of making such a verification. The Collateral Agent shall have the right to share any
information it gains from such inspection or verification with any Secured Party. 
  

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 (f) Following the Discharge of Senior Lender Claims, at its option, the Collateral Agent may
discharge any past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Article 9 Collateral and that is not a Permitted Lien, and may pay for the maintenance and preservation of
the Article 9 Collateral to the extent any Pledgor fails to do so as required by the Indenture or this Agreement, and each Pledgor jointly and severally agrees to reimburse the Collateral Agent on demand for any reasonable payment made or any
reasonable expense incurred by the Collateral Agent pursuant to the foregoing authorization; provided, however, that nothing in this Section 4.03(f) shall be interpreted as excusing any Pledgor from the performance of, or imposing
any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Pledgor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set
forth herein or in the other Indenture Documents. 
 (g) Each Pledgor (rather than the Collateral Agent or any Secured Party)
shall remain liable for the observance and performance of all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Article 9 Collateral and each Pledgor jointly and severally
agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from and against any and all liability for such performance. 
 (h) None of the Pledgors shall make or permit to be made an assignment, pledge or hypothecation of the Article 9 Collateral or shall grant any other Lien in respect of the Article 9 Collateral, except as
expressly permitted by the Indenture. None of the Pledgors shall make or permit to be made any transfer of the Article 9 Collateral and each Pledgor shall remain at all times in possession of the Article 9 Collateral owned by it, except as permitted
by the Indenture or the Intercreditor Agreement. Notwithstanding the foregoing, if the Collateral Agent shall have notified the Pledgors that an Event of Default under clause (a), (b), (g) or (h) of Section 6.01 of the Indenture
shall have occurred and be continuing, and during the continuance thereof, the Pledgors shall not sell, convey, lease, assign, transfer or otherwise dispose of any Article 9 Collateral (which notice may be given by telephone if promptly
confirmed in writing). 
 (i) Following the Discharge of Senior Lender Claims, none of the Pledgors will, without the Collateral
Agent’s prior written consent (which consent shall not be unreasonably withheld), grant any extension of the time of payment of any Accounts included in the Article 9 Collateral, compromise, compound or settle the same for less than the full
amount thereof, release, wholly or partly, any person liable for the payment thereof or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, compromises or settlements granted or made in the ordinary course of
business and consistent with prudent business practices. 
 (j) Each Pledgor irrevocably makes, constitutes and appoints the
Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Pledgor’s true and lawful agent (and attorney-in-fact) for the purpose, during the continuance of an Event of Default and after the Discharge of
Senior Lender Claims, of making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such
policies of insurance and for making all determinations and decisions with respect thereto. In the event that any Pledgor at any time or times shall fail to obtain or maintain any of the policies of insurance required hereby or to pay any premium in
whole or part relating thereto, the Collateral

  

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Agent may, without waiving or releasing any obligation or liability of the Pledgors hereunder or any Event of Default, in its sole discretion, obtain and maintain such policies of insurance and
pay such premium and take any other actions with respect thereto as the Collateral Agent reasonably deems advisable. All sums disbursed by the Collateral Agent in connection with this Section 4.03(j), including reasonable attorneys’ fees,
court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Pledgors to the Collateral Agent and shall be additional Obligations secured hereby. 
 SECTION 4.04. Other Actions. In order to further ensure the attachment, perfection and priority of, and the ability of the Collateral
Agent to enforce, for the ratable benefit of the Secured Parties, the Collateral Agent’s security interest in the Article 9 Collateral, each Pledgor agrees, in each case at such Pledgor’s own expense, to take the following actions with,
respect to the following Article 9 Collateral: 
 (a) Instruments and Tangible Chattel Paper. If any Pledgor shall at any
time own or acquire any Instruments or Tangible Chattel Paper evidencing an amount in excess of $10,000,000, such Pledgor shall forthwith endorse, assign and deliver the same to the Collateral Agent (or, if prior to the Discharge of Senior Lender
Claims, to the Intercreditor Agent), accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent (following the Discharge of Senior Lender Claims) may from time to time reasonably request. 
 (b) Investment Property. Except to the extent otherwise provided in Article III, if any Pledgor shall at any time hold or acquire any
Certificated Security, such Pledgor shall forthwith endorse, assign and deliver the same to the Collateral Agent (or until the Discharge of Senior Lender Claims, to the Intercreditor Agent), accompanied by such instruments of transfer or assignment
duly executed in blank as the Collateral Agent (following the Discharge of Senior Lender Claims) may from time to time reasonably specify. If any security of a domestic issuer now or hereafter acquired by any Pledgor is uncertificated and is issued
to such Pledgor or its nominee directly by the issuer thereof, upon the Collateral Agent’s reasonable request or upon and during the continuance of an Event of Default, such Pledgor shall promptly notify the Collateral Agent of such
uncertificated securities and pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, and following the Discharge of Senior Lender Claims, (i) cause the issuer to agree to comply with instructions from
the Collateral Agent as to such security, without further consent of any Pledgor or such nominee, or (ii) cause the issuer to register the Collateral Agent as the registered owner of such security. If any security or other Investment Property,
whether certificated or uncertificated, representing an Equity Interest in a third party and having a fair market value in excess of $10,000,000 now or hereafter acquired by any Pledgor is held by such Pledgor or its nominee through a securities
intermediary or commodity intermediary, such Pledgor shall promptly notify the Collateral Agent thereof and, at, following the Discharge of Senior Lender Claims, the Collateral Agent’s request and option, pursuant to a Control Agreement in form
and substance reasonably satisfactory to the Collateral Agent, either (A) cause such securities intermediary or commodity intermediary, as applicable, to agree, in the case of a securities intermediary, to comply with entitlement orders or
other instructions from the Collateral Agent to such securities intermediary as to such securities or other Investment Property or, in the case of a commodity intermediary, to apply any value distributed on account of any commodity contract as
directed by the Collateral Agent to such

  

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commodity intermediary, in each case without further consent of any Pledgor or such nominee, or (B) in the case of Financial Assets or other Investment Property held through a securities
intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Financial Assets or Investment Property, for the ratable benefit of the Secured Parties, with such Pledgor being permitted, only with the consent of
the Collateral Agent (until the Discharge of Senior Lender Claims, the Intercreditor Agent), to exercise rights to withdraw or otherwise deal with such Financial Assets or Investment Property. The Collateral Agent agrees with each of the Pledgors
that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing
rights by any Pledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such withdrawal or dealing rights, would occur. The provisions of this paragraph (b) shall not apply to any Financial Assets
credited to a securities account for which the Collateral Agent is the securities intermediary. 
 (c) Commercial Tort
Claims. If any Pledgor shall at any time hold or acquire a Commercial Tort Claim in an amount reasonably estimated to exceed $5,000,000, such Pledgor shall promptly notify the Collateral Agent thereof in a writing signed by such Pledgor,
including a summary description of such claim, and grant to the Collateral Agent in writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably
satisfactory to the Collateral Agent. 
 SECTION 4.05. Covenants Regarding Patent, Trademark and Copyright Collateral.
Except as permitted by the Indenture: 
 (a) Each Pledgor agrees that it will not knowingly do any act or omit to do any act
(and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Patent material to the normal conduct of such Pledgor’s business may become prematurely invalidated or
dedicated to the public, and agrees that it shall take commercially reasonable steps with respect to any material products covered by any such Patent as necessary and sufficient to establish and preserve its rights under applicable patent laws.

 (b) Each Pledgor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for
each Trademark material to the normal conduct of such Pledgor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use, (ii) maintain the quality of products and
services offered under such Trademark, (iii) display such Trademark with notice of federal or foreign registration or claim of trademark or service mark as required under applicable law and (iv) not knowingly use or knowingly permit its
licensees’ use of such Trademark in violation of any third-party rights. 
 (c) Each Pledgor will, and will use its
commercially reasonable efforts to cause its licensees or its sublicensees to, for each work covered by a material Copyright necessary to the normal conduct of such Pledgor’s business that it publishes, displays and distributes, use copyright
notice as required under applicable copyright laws. 
  

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 (d) Each Pledgor shall notify the Collateral Agent promptly if it knows that any Patent,
Trademark or Copyright material to the normal conduct of such Pledgor’s business may imminently become abandoned, lost or dedicated to the public, or of any materially adverse determination or development, excluding office actions and similar
determinations or developments in the United States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such Pledgor’s ownership of any such material Patent, Trademark or
Copyright or its right to register or to maintain the same. 
 (e) Each Pledgor, either itself or through any agent, employee,
licensee or designee, shall (i) inform the Collateral Agent on a quarterly basis of each application by itself, or through any agent, employee, licensee or designee, for any Patent with the United States Patent and Trademark Office and each
registration of any Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any other country filed during the preceding three-month period, and
(ii) upon the reasonable request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s security interest in
such Patent, Trademark or Copyright. 
 (f) Each Pledgor shall exercise its reasonable business judgment consistent with the
practice in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any other country with respect to maintaining and pursuing each material application relating
to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each issued Patent and (ii) the registrations of each Trademark
and each Copyright that is material to the normal conduct of such Pledgor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use,
affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. 
 (g) In the event that any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright
material to the normal conduct of its business has been or is about to be materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Collateral Agent and shall, if such Pledgor deems it necessary in its
reasonable business judgment, promptly sue and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. 
 (h) Upon and during the continuance of an Event of Default following the Discharge of Senior Lender Claims, each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or
approvals from the licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee
of the Collateral Agent or the Collateral Agent in accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement. 
  

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 ARTICLE V. 
 Remedies 
 SECTION 5.01. Remedies Upon Default. In accordance with,
and to the extent consistent with, the terms of the Intercreditor Agreement, the Collateral Agent may take any action specified in this Section 5.01. Upon the occurrence and during the continuance of an Event of Default, each Pledgor agrees to
deliver each item of Collateral to the Collateral Agent on demand, and it is agreed that the Collateral Agent shall have the right to take any of or all the following actions at the same or different times: (a) with respect to any Article 9
Collateral consisting of Intellectual Property, on demand, to cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Article 9 Collateral by the applicable Pledgors to the Collateral Agent or to license or
sublicense, whether general, special or otherwise, and whether on an exclusive or a nonexclusive basis, any such Article 9 Collateral throughout the world on such terms and conditions and in such manner as the Collateral Agent shall determine (other
than in violation of any then-existing licensing arrangements to the extent that waivers thereunder cannot be obtained) and (b) with or without legal process and with or without prior notice or demand for performance, to take possession of the
Article 9 Collateral and without liability for trespass to the applicable Pledgor to enter any premises where the Article 9 Collateral may be located for the purpose of taking possession of or removing the Article 9 Collateral and, generally, to
exercise any and all rights afforded to a secured party under the applicable Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, each Pledgor agrees that the Collateral Agent shall have the right,
subject to the requirements of applicable law and in accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, to sell or otherwise dispose of all or any part of the Collateral at a public or private sale or at
any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized in connection with any sale of a security (if it deems it
advisable to do so) pursuant to the foregoing to restrict the prospective bidders or purchasers to persons who represent and agree that they are purchasing such security for their own account, for investment, and not with a view to the distribution
or sale thereof. Upon consummation of any such sale of Collateral pursuant to this Section 5.01 the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such
purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives and releases (to the extent permitted by law) all rights of redemption, stay, valuation and
appraisal that such Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. 
 The Collateral Agent shall give the applicable Pledgors 10 Business Days’ written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC
or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s
board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be
held at such time or times within ordinary business hours and at such place or places as

  

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the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or the portion thereof, to be sold may be sold in one lot as an entirety or in
separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of
sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and
such sale may, without further notice, be made at the time and place to which the same was so adjourned. In the case of any sale of all or any part of the Collateral made on credit or for future delivery, the Collateral so sold may be retained by
the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in the event that any such purchaser or purchasers shall fail to take up and pay for the Collateral so
sold and, in the case of any such failure, such Collateral may be sold again upon notice given in accordance with provisions above. At any public (or, to the extent permitted by law, private) sale made pursuant to this Section 5.01, any Secured
Party may bid for or purchase for cash, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Pledgor (all such rights being also hereby waived and released to the extent permitted by
law), the Collateral or any part thereof offered for sale and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property in accordance with Section 5.02 hereof without further accountability to any
Pledgor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Pledgor
shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the
Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion
thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 5.01 shall be deemed to conform to the
commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions. 
 SECTION 5.02. Application of Proceeds. The Collateral Agent shall, subject to the Intercreditor Agreement, promptly apply the proceeds, moneys or balances of any collection or sale of Collateral, as well as any Collateral consisting
of cash, as follows: 
 FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Agent in
connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the
repayment of all advances made by the Collateral Agent hereunder or under any other Indenture Document on behalf of any Pledgor and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or
under any other Indenture Document; 
  

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 SECOND, to the payment in full of the Obligations (the amounts so applied to be distributed
among the Secured Parties pro rata in accordance with the respective amounts of the Obligations owed to them on the date of any such distribution); and 
 THIRD, to the Pledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. 
 The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral
Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or
purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the
misapplication thereof. 
 SECTION 5.03. Grant of License to Use Intellectual Property. For the purpose of enabling the
Collateral Agent to exercise rights and remedies under this Agreement in accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such
rights and remedies, each Pledgor hereby grants to (in the Collateral Agent’s sole discretion) a designee of the Collateral Agent or the Collateral Agent, for the ratable benefit of the Secured Parties, an irrevocable, non-exclusive license
(exercisable without payment of royalty or other compensation to any Pledgor) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Pledgor, wherever the same may be
located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, the right to prosecute and
maintain all Intellectual Property and the right to sue for past infringement of the Intellectual Property. The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, upon the occurrence and during the
continuation of an Event of Default following the Discharge of Senior Lender Claims; provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Pledgors
notwithstanding any subsequent cure of an Event of Default. 
 SECTION 5.04. Securities Act, etc. In view of the position
of the Pledgors in relation to the Pledged Collateral, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar federal statute hereafter enacted
analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition of the Pledged Collateral permitted hereunder. Each
Pledgor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of the Pledged Collateral, and might
also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to
dispose of all or part of the Pledged Collateral under applicable Blue Sky or other state securities laws or

  

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similar laws analogous in purpose or effect. Each Pledgor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion, in
accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof
shall have been filed under the Federal Securities Laws or, to the extent applicable, Blue Sky or other state securities laws and (b) may approach and negotiate with a single potential purchaser to effect such sale. Each Pledgor acknowledges
and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Collateral Agent shall incur no responsibility or
liability for selling all or any part of the Pledged Collateral at a price that the Collateral Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a
substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached. The provisions of this Section 5.04 will apply notwithstanding the existence
of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells. 
 SECTION 5.05. Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default following a Discharge of Senior Lender Claims, if, in accordance
with, and to the extent consistent with, the terms of the Intercreditor Agreement, for any reason the Collateral Agent desires to sell any of the Pledged Collateral at a public sale, it will, at any time and from time to time, upon the written
request of the Collateral Agent, use its commercially reasonable efforts to take or to cause the issuer of such Pledged Collateral to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable
opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Collateral. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective
officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of
investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any
notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have
been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Collateral by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further
agrees, upon such written request referred to above, to use its commercially reasonable efforts to qualify, file or register, or cause the issuer of such Pledged Collateral to qualify, file or register, any of the Pledged Collateral under the Blue
Sky or other securities laws of such states as may be reasonably requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of
carrying out its obligations under this Section 5.05. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 5.05 only and that such failure would not be adequately
compensable in damages and, therefore, agrees that its agreements contained in this Section 5.05 may be specifically enforced. 
  

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 ARTICLE VI. 
 [Intentionally Omitted] 
 ARTICLE VII. 
 Miscellaneous 
 SECTION 7.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 13.02 of the Indenture. All communications and notices
hereunder to any Subsidiary Party shall be given to it in care of Parent, with such notice to be given as provided in Section 13.02 of the Indenture. 
 SECTION 7.02. Security Interest Absolute. All rights of the Collateral Agent hereunder, the Security Interest, the security interest in the Pledged Collateral and all obligations of each Pledgor
hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Indenture, any other Indenture Document, any agreement with respect to any of the Obligations or any other agreement or instrument
relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Indenture, any
other Indenture Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or
guaranteeing all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations or this Agreement (other than a defense of payment or
performance). 
 SECTION 7.03. Limitation By Law. All rights, remedies and powers provided in this Agreement may be
exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to
be limited to the extent necessary so that they shall not render this Agreement invalid, unenforceable, in whole or in part, or not entitled to be recorded, registered or filed under the provisions of any applicable law. 
 SECTION 7.04. Binding Effect; Several Agreement. This Agreement shall become effective as to any party to this Agreement when a
counterpart hereof executed on behalf of such party shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such party and the
Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such party, the Collateral Agent and the other Secured Parties and their respective permitted successors and assigns, except that no party
shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any

  

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such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Indenture. This Agreement shall be construed as a separate agreement with respect to each
party and may be amended, modified, supplemented, waived or released with respect to any party without the approval of any other party and without affecting the obligations of any other party hereunder. 
 SECTION 7.05. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Pledgor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their
respective permitted successors and assigns. The Collateral Agent hereunder shall at all times be the same person that is the Collateral Agent under the Indenture. Written notice of resignation by the Collateral Agent pursuant to the Indenture shall
also constitute notice of resignation as the Collateral Agent under this Agreement; provided that such resignation shall not affect the rights of the Collateral Agent pursuant to the Parallel Debt Notes Obligations and the Collateral Agent shall
continue to hold such right until the effectiveness of the assignment thereof by the Collateral Agent to its successor agent. Upon the acceptance of any appointment as the Collateral Agent under the Indenture by a successor Collateral Agent, that
successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent pursuant hereto. The Collateral Agent will reasonably cooperate in assigning its right under
the Parallel Debt Notes Obligations to any successor agent and the transfer of the Dutch Security Documents to such successor agent. 
 SECTION 7.06. Collateral Agent’s Fees and Expenses; Indemnification. 
 (a) The parties hereto agree that
the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in the Indenture. 
 (b)
Without limitation of its indemnification obligations under the other Indenture Documents, each Pledgor jointly and severally agrees to indemnify the Collateral Agent against, and hold the Collateral Agent harmless from, any and all losses, claims,
damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against the Collateral Agent arising out of, in connection with, or as a result of, (i) the execution or delivery
of this Agreement or any other Indenture Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions
contemplated hereby, (ii) the use of proceeds of the Notes or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, or to the Collateral, whether or not the Collateral Agent is a party thereto;
provided that such indemnity shall not, as to the Collateral Agent, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of the Collateral Agent. 
 (c) Any such amounts
payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The provisions of this Section 7.06 shall remain operative and in full force and effect regardless of the termination of this
Agreement or any other Indenture Document, the consummation of the transactions

  

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contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Indenture Document, or any investigation
made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 7.06 shall be payable on written demand therefor. 
 SECTION 7.07. Collateral Agent Appointed Attorney-in-Fact. Each Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Pledgor for the purpose of carrying out the provisions of
this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the
generality of the foregoing, subject to the Intercreditor Agreement, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default following the Discharge of Senior Lender Claims, with full power of
substitution either in the Collateral Agent’s name or in the name of such Pledgor, (a) to receive, endorse, assign or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the
Collateral or any part thereof, (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to ask for, demand, sue for, collect, receive and give acquittance for any
and all moneys due or to become due under and by virtue of any Collateral; (d) to sign the name of any Pledgor on any invoice or bill of lading relating to any of the Collateral; (e) to send verifications of Accounts to any Account Debtor;
(f) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any
Collateral; (g) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (h) to notify, or to require any Pledgor to notify, Account Debtors to make payment directly to
the Collateral Agent; and (i) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this
Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any
commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due
or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and
neither they nor their officers, directors, employees or agents shall be responsible to any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. The Collateral Agent is authorized, but not
obligated, to take any action reasonably required to effect a pledge of any Pledged Stock issued by any company organized under the laws of the Netherlands. 
 SECTION 7.08. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK. 
  

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 SECTION 7.09. Waivers; Amendment. 
 (a) No failure or delay by the Collateral Agent or any Holder in exercising any right, power or remedy hereunder or under any other
Indenture Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further
exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Collateral Agent and the Holder hereunder and under the other Indenture Documents are cumulative and are not exclusive of any rights, powers
or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Holder therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this
Section 7.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. 
 (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Pledgor or
Pledgors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Article 9 of the Indenture. 
 (c) For the purpose of Section 7.09(b) above, the Collateral Agent shall be entitled to rely upon (i) written confirmation from the agent managing the solicitation of consents and a certificate
signed by two Officers of Parent, provided by the Trustee, as to the receipt of valid consents from the Holders of at least a majority in aggregate principal amount of the outstanding Notes to amend this Agreement (or two-thirds in aggregate
principal amount of the outstanding Notes if required by Article 9 of the Indenture), and (ii) any document believed by it to be genuine and to have been signed or presented by the proper Person and the Collateral Agent need not investigate any
fact or matter stated in the document. At any time that Parent desires that this Agreement be amended as provided in Section 7.09(b) above, Parent shall deliver to the Collateral Agent a certificate signed by two Officers of Parent stating that
the amendment of this Agreement is permitted pursuant to Section 7.09(b) above. If requested by the Collateral Agent (although the Collateral Agent shall have no obligation to make any such request), Parent shall furnish appropriate legal
opinions (from counsel reasonably acceptable to the Collateral Agent) to the effect set forth in the immediately preceding sentence. Such officers’ certificate and legal opinion will contain the statements required by Section 13.05 of the
Indenture. If requested by the Collateral Agent (although the Collateral Agent shall have no obligation to make any such request), Parent shall furnish to the Collateral Agent copies of officers’ certificates and legal opinions delivered to the
Trustee in connection with any amendment to the Indenture affecting the operation of this Section 7.09. The Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such certificates or
opinions. 
 (d) Upon the Incurrence of Pari Passu Indebtedness secured by Liens permitted under the Indenture, which liens are
intended to rank equal in priority with the Liens granted under this Agreement (“Additional 1-1/2 Lien Obligations”), the holders of such Pari Passu Indebtedness or the trustee or agent on behalf of such holders shall execute and
deliver a joinder, amendment or supplement to this Agreement to provide that the new holder(s) (and/or the trustee or agent for such holder(s)) shall be “Secured Parties” hereunder, which joinder, amendment or supplement may provide for
the appointment of the Collateral Agent as agent for such holder(s)

  

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and/or provide for the grant of a security interest in the Collateral by the Pledgors in form and substance reasonably satisfactory to the Collateral Agent. Upon the execution and delivery by
such holder(s) (or trustee or agent) and the other parties thereto of such joinder, amendment or supplement, such holder(s) (or trustee or agent for such holders) shall become a “Secured Party” hereunder with the same force and effect as
if it were originally a party to this Agreement and named as a “Secured Party” herein. The execution and delivery of such joinder, amendment or supplement shall not require the consent of any other Secured Party hereunder (other than the
Collateral Agent), and the rights and obligations of each Secured Party hereunder shall remain in full force and effect notwithstanding the addition of any new Secured Party as a party to this Agreement. For the purpose of this Section 7.09(d),
the Collateral Agent shall be entitled to rely upon an officers’ certificate stating that the amendment of this Agreement is permitted pursuant to this Section 7.09(d). 
 SECTION 7.10. 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 RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER INDENTURE DOCUMENTS. 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 7.10. 
 SECTION
7.11. Severability. In the event any one or more of the provisions contained in this Agreement or in any other Indenture Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. 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
7.12. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract, and shall become effective as provided in
Section 7.04. Delivery of an executed counterpart to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed original. 
 SECTION 7.13. Headings. Article and Section headings and the Table of Contents 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. 
  

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 SECTION 7.14. Jurisdiction; Consent to Service of Process. 
 (a) Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other
Indenture Documents, 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 the Collateral Agent or any Holder may otherwise have to bring any action or proceeding relating to this Agreement or any other Indenture Document against any
Pledgor, or its properties, in the courts of any jurisdiction. 
 (b) Each party to this Agreement 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 or any other
Indenture Document in any New York State or federal court. 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. 
 (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in
Section 7.01. 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 7.15. Termination or Release. 
 (a) (i) This Agreement, the pledges
made herein, the Security Interest and all other security interests granted hereby, and all other Security Documents securing the Obligations (including without limitation foreign security documents), shall automatically terminate as of the date
when all Obligations (other than contingent or unliquidated obligations or liabilities) have been paid in full in cash or immediately available funds. (ii) This Agreement, the pledges made herein, the Security Interest and all other security
interests granted hereby, and all other Security Documents securing the Obligations (including without limitation foreign security documents), shall automatically terminate as of the date when the Holders of at least two thirds in aggregate
principal amount of all Notes issued under the Indenture consent to the termination of this Agreement, such termination to include, without limitation, the termination of the pledge of the Pledged Collateral and the Security Interest (including the
Security Interest relating to any Subsidiary Guarantee but not the Guarantee itself). 
 (b) A Subsidiary Party shall
automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which
such Subsidiary Party ceases to be a Subsidiary of Parent or otherwise ceases to be a Pledgor; provided that the requisite Holders shall have consented to such transaction (to the extent such consent is required by the Indenture) and the
terms of such consent did not provide otherwise. 
  

 -30- 








 (c) Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under
the Indenture to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to the Indenture, the security interest in such Collateral shall be
automatically released. 
 (d) In the case of a Pledgor making a Permitted Transfer that is permitted by clause (y) of the
last paragraph of Article 5 of the Indenture and such Permitted Transfer is to a Restricted Subsidiary that is not a Pledgor, the security interest in the Collateral of such Pledgor shall be automatically released. 
 (e) If any of the Collateral shall become subject to the release provisions set forth in Section 5.1 of the Intercreditor Agreement,
such Collateral shall be automatically released from the security interest in such Collateral to the extent provided therein. 
 (f) In connection with any termination or release pursuant to paragraph (a), (b), (c), (d) or (e) of this Section 7.15, the Collateral Agent shall execute and deliver to any Pledgor, at such Pledgor’s expense all
documents that such Pledgor shall reasonably request to evidence such termination or release (including UCC termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of
the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 7.15 shall be without recourse to or warranty by the Collateral
Agent. 
 SECTION 7.16. Additional Subsidiaries. Upon execution and delivery by the Collateral Agent and any Subsidiary
of Parent that is required to become a party hereto by Section 4.15 of the Indenture of an instrument in the form of Exhibit I hereto, such subsidiary shall become a Subsidiary Party and a Pledgor hereunder with the same force and effect as if
originally named as a Subsidiary Party and a Pledgor herein. The execution and delivery of any such instrument shall not require the consent of any other party to this Agreement. The rights and obligations of each party to this Agreement shall
remain in full force and effect notwithstanding the addition of any new party to this Agreement. 
 SECTION 7.17. Subject to
Intercreditor Agreements. Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Collateral Agent pursuant to this Agreement are expressly subject and subordinate to the liens and security
interests granted to (a) JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (and its permitted successors), pursuant to the Third Amended and Restated Collateral Agreement dated as of January 29, 2010 (as further
amended, restated, supplemented or otherwise modified from time to time), by and among Hexion LLC, Parent, certain subsidiaries of Parent, and JPMorgan Chase Bank, N.A., as collateral agent, or (b) any agent or trustee for any other Senior
Lenders (as defined in the Intercreditor Agreement), and (ii) the exercise of any right or remedy by the Collateral Agent hereunder is subject to the limitations and provisions of the Existing Second Lien Intercreditor Agreement and the
Intercreditor Agreement. In the event of any conflict between the terms of any of the Existing Second Lien Intercreditor Agreement

  

 -31- 








 
and the Intercreditor Agreement, on the one hand, and the terms of this Agreement, on the other hand, then the terms of the Existing Second Lien Intercreditor Agreement or the Intercreditor
Agreement, as applicable, shall govern. Nothing herein is intended, or shall be construed, to give any Loan Party any additional right, remedy or claim under, to or in respect of this Agreement or any Collateral. 
 SECTION 7.18. Senior Collateral Documents. The Collateral Agent acknowledges and agrees, on behalf of itself and any Secured Party,
that, any provision of this Agreement to the contrary notwithstanding, until the Discharge of Senior Lender Claims, the Pledgors shall not be required to act or refrain from acting pursuant to this Agreement or with respect to any Collateral on
which the Intercreditor Agent has a Lien superior in priority to the Collateral Agent’s Lien thereon in any manner that would result in a default under the terms and provisions of the Senior Lender Documents. 
 SECTION 7.19. Dutch Parallel Debt. 
 (a) The U.S. Issuer hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts equal to the aggregate amount payable (verschuldigd) by it to the Holders under the
Notes Obligations, (these payment undertakings to the Collateral Agent hereinafter collectively referred to as the “Parallel Debt Notes Obligations”). 
 (b) The Parallel Debt Notes Obligations will become due and payable (opeisbaar) immediately upon the Collateral Agent’s first demand, which may be made at any time, as and when one or more of
the Notes Obligations becomes due and payable. 
 (c) Each of the parties to this Agreement hereby acknowledges that:
(i) the Parallel Debt Notes Obligations constitutes undertakings, obligations and liabilities of the U.S. Issuer to the Collateral Agent which are transferable and independent from, and without prejudice to, the corresponding Notes Obligations
and (ii) the Parallel Debt Notes Obligations represent the Collateral Agent’s own separate claims to receive payment of the Parallel Debt Notes Obligations from the U.S. Issuer, it being understood, that the amounts which may become due
and payable by the U.S. Issuer in respect of the Parallel Debt Notes Obligations from time to time shall never exceed the aggregate amount which is payable under the Notes Obligations from time to time. 
 (d) For the avoidance of doubt, each of the parties to this Agreement confirms that the claims of the Collateral Agent against the U.S.
Issuer in respect of the Parallel Debt Notes Obligations and the claims of any or more of the Holders against the U.S. Issuer in respect of the Notes Obligations payable to the Holders do not constitute common property (een gemeenschap)
within the meaning of Article 3:166 of the Netherlands Civil Code (“NCC”) and that the provisions relating to such common property shall not apply. If, however, it shall be held that such claims of the Collateral Agent and such
claims of any one or more of the Holders do constitute such common property and such provisions do apply, the parties to this Agreement agree that the Intercreditor Agreement shall constitute the administration agreement (beheersregeling)
within the meaning of Article 3:168 NCC. 
  

 -32- 








 (e) For the avoidance of doubt, the parties hereto confirm that this Agreement is not to be
construed as an agreement as referred to in Article 6:16 NCC and that Article 6:16 NCC shall not apply, and therefore that the provisions relating to common property (een gemeenschap) within the meaning of article 3:166 NCC shall not apply by
analogy to the relationship between the Holders and the Collateral Agent on the one hand, and the U.S. Issuer as debtor of the Parallel Debt Notes Obligations on the other hand. 
 (f) To the extent the Collateral Agent irrevocably (onaantastbaar) receives any amount in payment of the Parallel Debt Notes
Obligations (the “Notes Received Amount”), the Collateral Agent shall distribute such amount among the Holders in accordance with the Intercreditor Agreement. Upon irrevocable (onaantastbaar) receipt of any Notes Received
Amount, the Notes Obligations shall be reduced by an aggregate amount (the “Notes Deductible Amount”) equal to the Notes Received Amount in the manner as if the Notes Deductible Amount were received as a payment of the Notes
Obligations on the date of receipt by the Collateral Agent of the Notes Received Amount. 
 SECTION 7.20. ULC Shares.
Notwithstanding any provisions to the contrary contained in this Agreement or any other document or agreement among all or some of the parties hereto, the applicable Pledgor is the sole registered and beneficial owner of Pledged ULC Shares pledged
by such Pledgor and will remain so until such time as such Pledged ULC Shares are effectively transferred into the name of the Collateral Agent or another person on the books and records of the issuer of such ULC Shares. Accordingly the Pledgor
shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such Pledged ULC Shares (except insofar as the Pledgor has granted a security interest in such dividend on or other
distribution, and any shares that are collateral shall be delivered to the Collateral Agent to hold as collateral hereunder) and shall have the right to vote such collateral and to control the direction, management and policies of the issuer of such
Pledged ULC Shares to the same extent as the Pledgor would if such collateral were not pledged to the Collateral Agent pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto is intended
to, and nothing in this Agreement or any other document or agreement among all or some of the parties hereto shall, constitute the Collateral Agent or any person other than the relevant Pledgor, a member of the issuer of such Pledged ULC Shares or
any other ULC for the purposes of the Companies Act (Nova Scotia) until such time as notice is given to the Pledgor (and not revoked) as provided herein and further steps are taken thereunder so as to register the Collateral Agent or other person as
holder of such Pledged ULC Shares. To the extent any provision hereof would have the effect of constituting the Collateral Agent as a member of the issuer of Pledged ULC Shares prior to such time, such provision shall be severed therefrom and
ineffective with respect to collateral that are Pledged ULC Shares without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to property that is not
Pledged ULC Shares. Except upon the exercise of rights to sell or otherwise dispose of the Pledged ULC Shares following the occurrence of an Event of Default the Pledgor shall not cause or permit, or enable the issuer of Pledged ULC Shares to cause
or permit, the Collateral Agent to: (a) be registered as a shareholder or member of the issuer of Pledged ULC Shares; (b) have any notation entered in its favor in the share register of the issuer of Pledged ULC Shares; (c) be held
out as shareholder or member of the issuer of Pledged ULC Shares; (d) receive, directly or indirectly, any dividends, property or other distributions from the issuer of Pledged ULC Shares

  

 -33- 








 
by reason of the Collateral Agent holding a security interest in the Pledged ULC Shares; or (e) act as a shareholder or member of the issuer of Pledged ULC Shares, or exercise any rights of
a shareholder or member including the right to attend a meeting of the issuer of Pledged ULC Shares or vote the Pledged ULC Shares. 
 [Signature Page Follows] 
  

 -34- 








 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written. 
  

			
	HEXION SPECIALTY CHEMICALS, INC.,
		
	By:	 	/s/ Authorized Signatory
		 	Name:
		 	Title:


  

			
	BORDEN CHEMICAL FOUNDRY, LLC,
		
	By	 	/s/ Authorized Signatory
		 	Name:
		 	Title:


  

			
	BORDEN CHEMICAL INVESTMENTS, INC.,
		
	By	 	/s/ Authorized Signatory
		 	Name:
		 	Title:


  

			
	HEXION U.S. FINANCE CORP.,
		
	By	 	/s/ Authorized Signatory
		 	Name:
		 	Title:


  

			
	HSC CAPITAL CORPORATION,
		
	By	 	/s/ Authorized Signatory
		 	Name:
		 	Title:


 Notes Collateral Agreement 










			
	LAWTER INTERNATIONAL INC.,
		
	By	 	/s/ Authorized Signatory
		 	Name:
		 	Title:


  

			
	BORDEN CHEMICAL INTERNATIONAL, INC.,
		
	By	 	/s/ Authorized Signatory
		 	Name:
		 	Title:


  

			
	OILFIELD TECHNOLOGY GROUP, INC.,
		
	By	 	/s/ Authorized Signatory
		 	Name:
		 	Title:


  

			
	HEXION CI HOLDING COMPANY (CHINA) LLC,
	
	 By Lawter International Inc., as sole managing
       member

		
	By	 	/s/ Authorized Signatory
		 	Name:
		 	Title:


 Notes Collateral Agreement 










			
	WILMINGTON TRUST FSB, as Collateral Agent
		
	By:	 	/s/ Authorized Signatory
		 	Name:
		 	Title:


 Notes Collateral Agreement 









 Schedule I 
 to the Notes Collateral Agreement 
 COMMERCIAL TORT CLAIMS 
 None. 







 Schedule II  
 to the Notes Collateral Agreement 
 CAPITAL STOCK; DEBT
SECURITIES 
 CAPITAL STOCK 
  

							
	 Number of Issuer Certificate
	  	 Registered Owner
	  	 Number and Class
 of Equity Interest
	  	Percentage of
Equity Interests
	 Hexion Specialty Chemicals, Inc.
 No. 3
	  	Hexion LLC	  	82,556,847 shares of common stock	  	100%
				
	 North America Sugar
 Industries
Incorporated
 No. B-2000
	  	 Hexion Specialty
 Chemicals,
Inc.
	  	 100 shares of
 common stock

	  	100%
				
	 Oilfield Technology Group, Inc.
 C-2
	  	 Hexion Specialty
 Chemicals,
Inc.
	  	 100 shares of
 common stock

	  	100%
				
	 Hexion 2 Nova Scotia Finance, ULC
 No. 2
	  	 Hexion Specialty
 Chemicals,
Inc.
	  	 100 shares of
 common stock

	  	100%
				
	 Hexion Specialty Chemicals Canada, Inc.
 No. 18 and No. 19
	  	 Hexion Specialty
 Chemicals,
Inc.
	  	 489,866 common
 shares
	  	100%
				
	 Hexion Nova Scotia Finance, ULC
 No. 2
	  	 Hexion Specialty
 Chemicals,
Inc.
	  	 200 shares of
 common stock

	  	100%
				
	 Hexion US Finance Corp.
 No.
C-2
	  	 Hexion Specialty
 Chemicals,
Inc.
	  	 100 shares of
 common stock

	  	100%
				
	 Hexion 2 US Finance Corp.
 No.
C-1
	  	 Hexion Specialty
 Chemicals,
Inc.
	  	 100 shares of
 common stock

	  	100%
				
	 Borden Chemical Foundry, LLC
 No. 1
	  	 Hexion Specialty
 Chemicals,
Inc.
	  	1,000 common units	  	100%
				
	 Borden Chemical Investments, Inc.
 No. C-4
	  	 Hexion Specialty
 Chemicals,
Inc.
	  	 100 shares of
 common stock

	  	100%
				
	 Borden Chemical International, Inc.
 No. C-2
	  	 Hexion Specialty
 Chemicals,
Inc.
	  	 100 shares of
 common stock

	  	100%
				
	 HSC Capital Corporation
 No. 3
	  	 Hexion Specialty
 Chemicals,
Inc.
	  	 1000 shares of
 common stock

	  	100%
				
	 Hexion Specialty Chemicals Holding B.V.
 Uncertificated
	  	 Hexion Specialty
 Chemicals,
Inc.
	  	N/A	  	100%
				
	 Lawter International Inc.
 C-2

	  	 Hexion Specialty
 Chemicals,
Inc.
	  	 100 shares of
 common stock

	  	100%
				
	 Hexion CI Holding
 Company
(China) LLC
 No. 1
	  	Lawter International, Inc.	  	100 units	  	100%









							
	 Number of Issuer Certificate
	  	 Registered Owner
	  	 Number and Class
 of Equity Interest
	  	Percentage of
Equity Interests
	Hexion Funing Holdings Limited	  		  		  	
	No. 1	  	Lawter International Inc.	  	3,500 shares	  	100%
	No. 2	  	Lawter International Inc.	  	6,500 shares	  	
	Hexion IAR Holdings (HK) Limited	  		  		  	
	No. 1	  	 Hexion CI Holding
 Company
(China) LLC
	  	3,500 shares	  	100%
	 No. 2
	  	 Hexion CI Holding
 Company
(China) LLC
	  	 6,500 shares
	  	
				
	Hexion Nanping Holdings Limited	  		  		  	
	No. 1	  	 Hexion CI Holding
 Company
(China) LLC
	  	3,500 shares	  	100%
	 No. 2
	  	 Hexion CI Holding
 Company
(China) LLC
	  	 6,500 shares
	  	
	 Hexion Specialty Chemicals Holding Germany
 GmbH
 Uncertificated
	  	Hexion Specialty Chemicals, Inc.	  	N/A	  	100%
	 Nimbus Merger Sub, Inc.
 No. 1
	  	Hexion Specialty Chemicals, Inc.	  	100 shares	  	100%
				
	Hexion Quimica S.A.	  		  		  	
	No. 14	  	Hexion Specialty Chemicals, Inc.	  	10,566 shares	  	100%
	No. 17	  	Hexion Specialty Chemicals, Inc.	  	 307 shares
	  	
	 No. 18
	  	Hexion Specialty Chemicals, Inc.	  	 737 shares
	  	








 DEBT SECURITIES 
  

							
	 Securities
	  	 Issuer
	  	 Lender
	  	 Initial Principal Amount

	 Pledged Global
 Intercompany
Note
	  	 U.S. Borrower and
 subsidiaries
	  	 U.S. Borrower and
 subsidiaries
	  	Amounts outstanding from time to time








 Schedule III 
 to the Notes Collateral Agreement 
 INTELLECTUAL PROPERTY

  

	1.	Copyrights and copyright licenses 

 None. 
  

	2.	Patents and patent licenses 

  

	 	a.	Patents 

 Please see attached
Patent Schedule. 
  

	 	b.	Patent Licenses 

 Listed below,
are written licenses or sublicenses agreements now in effect regarding the Parent or its Subsidiaries use of the patent rights: 
  

	 	(1)	Settlement and License Agreement with DSM regarding DSM’s US Patent No. 4,844,604 and foreign counterpart patents relating to the use of a particular adhesion
promoter for its optical fiber coatings. 

  

	3.	Trademarks and Trademark Licenses 

  

	 	a.	Trademarks 

 Please see attached
Trademark Schedule. 
  

	 	b.	Trademark Licenses 

  

									
	 Licensor
	  	 Licensee
	  	 Licensed Marks
	  	Effective
Date	  	 Term

	 Hexion Specialty
 Chemicals, Inc.
	  	 Southern Foods Group, L.P.
 (now owned by Dean Foods/ Suiza)
	  	 BORDEN
 ELSIE
	  	9/4/1997	  	 5 years (Initial)
 Automatic 5 yr. Renewal

					
	 Hexion Specialty
 Chemicals,
Inc.
	  	 Mid-American Dairymen, Inc.
 (n.k.a. Dairy Farmers of America “DFA”)
	  	 BORDEN
 ELSIE
	  	12/31/97	  	 5 years (Initial)
 Automatic
Renewal

					
	 Hexion Specialty
 Chemicals,
Inc.
	  	 Eagle Family Foods, Inc.
 (now
owned by J.M. Smucker Company)
	  	 BORDEN
 ELSIE
	  	1/23/1998	  	Perpetual
					
	 Hexion Specialty
 Chemicals,
Inc.
	  	Lotte Co. Ltd.	  	 BORDEN
 & LADY
BORDEN
	  	4/28/1994	  	 20 years
 Automatic Renewal


					
	 Hexion Specialty
 Chemicals,
Inc.
	  	B. F. Brands International, Inc.	  	 BORDEN
 ELSIE
	  	1/1/2008	  	 Perpetual 30 years
 Automatic Renewal










									
	 Licensor
	  	 Licensee
	  	 Licensed Marks
	  	Effective
Date	  	 Term

	Hexion Specialty Chemicals, Inc.	  	 MBI Inc
 (Danbury
Mint)
	  	Replicas of milk trucks	  	1/1/03	  	12/31/08
					
	Borden Chemical Investments, Inc.	  	Hexion Specialty Chemicals, Inc.	  	Domestic Chemical Marks	  	4/3/96	  	 5 years
 Renewable

					
	Hexion Specialty Chemicals, Inc.	  	Premium Brands of Puerto Rico	  	 BORDEN
 ELSIE
	  	5/22/98	  	 10 years
 Renewable

					
	 Borden Chemical
 Investments, Inc.
	  	Alba Adesivos Industria E Comercio, Ltda.	  	 Cascamite
 Casco
 Cascofix
 CascohobbyCascola
 Cascolac
 Cascolar
 Cascor
 Cascolor
 Cascophen
 Cascopox
 Cascorez
 Casco Pad
 Casotack
	  	3/30/06	  	Perpetual








 Trademark Schedule 
 US Trademarks owned by Hexion Specialty Chemicals, Inc., as successor in interest to (i) Resolution Performance Products LLC,
(ii) Resolution Specialty Materials LLC, (iii) Borden Chemical, Inc. or (iv) BDS Two, Inc.1: 
  

											
	 Trademark Name
	  	Application Number	  	Application/Filing Date	  	Registration Number	  	Registration Date	  	Expiration Date
	100-S	  	72222722	  	06-Jul-1965	  	0815679	  	27-Sep-1966	  	27-Sep-2016
	91	  	72017152	  	09-Oct-1956	  	647962	  	02-Jul-1957	  	
	ABCO	  	75370988	  	09-Oct-1997	  	2518946	  	18-Dec-2001	  	18-Dec-2011
	ABSIZE	  	73388035	  	23-Sep-1982	  	1258092	  	22-Nov-1983	  	03-Sep-2013
	ACE	  	77012374	  	03-Oct-2006	  	3328328	  	06-Nov-2007	  	06-Nov-2017
	ACFRAC (block)	  	73461465	  	18-Jan-1984	  	1309548	  	18-Dec-1984	  	18-Dec-2014
	ACPACK (STYLIZED LETTERS)	  	73535527	  	02-May-1985	  	1368489	  	05-Nov-1985	  	05-Nov-2015
	ACRYLAMAC	  	74585326	  	13-Oct-1994	  	1950642	  	23-Jan-1996	  	23-Jan-2016
	ACTIVATOR	  	77868379	  	09-Nov-2009	  		  		  	
	ALBECOR	  	77679281	  	26-Feb-2009	  		  		  	
	ALBECOR-BIO	  	77774581	  	06-Jul-2009	  		  		  	
	ALBEMAST	  	77357084	  	20-Dec-2007	  		  		  	
	ALBESTER	  	74556794	  	03-Aug-1994	  	1914408	  	29-Aug-1995	  	29-Aug-2015
	ALCURE	  	75424133	  	27-Jan-1998	  	2369143	  	18-Jul-2000	  	18-Jul-2010
	ALPHA-REZ	  	78299503	  	12-Sep-2003	  	2897359	  	26-Oct-2004	  	26-Oct-2014
	AQUAMAC	  	74610767	  	13-Oct-1994	  	1950840	  	23-Jan-1996	  	23-Jan-2016
	ARCHEMIS	  	78219628	  	27-Feb-2003	  	3056136	  	31-Jan-2006	  	31-Jan-2016
	ARICEL	  	74262172	  	03-Apr-1992	  	1787723	  	17-Aug-1993	  	17-Aug-2013
	AXILAT	  	79036425	  	18-Jan-2007	  	3392161	  	04-Mar-2008	  	04-Mar-2018
	Bakelite (Word)	  	72187976	  	04-Mar-1964	  	788887	  	04-May-1965	  	04-May-2015
	BENCHMARK	  	74669735	  	04-May-1995	  	1999367	  	10-Sep-1996	  	10-Sep-2016
	BETACURE	  	73648696	  	09-Mar-1987	  	1472754	  	19-Jan-1988	  	19-Jan-2018
	BONDSHIELD (Stylized)	  	78173010	  	10-Oct-2002	  	3024295	  	06-Dec-2005	  	06-Dec-2015
	BORD’N-SEAL (SPECIAL FORM)	  	78334920	  	02-Dec-2003	  	2990484	  	30-Aug-2005	  	30-Aug-2015

  

	1	 With respect to trademarks owned by predecessors of Hexion Specialty Chemicals, Inc., Hexion Specialty Chemicals, Inc. is in the process of recording
the owner as Hexion Specialty Chemicals, Inc. 












											
	 Trademark Name
	  	Application Number	  	Application/Filing Date	  	Registration Number	  	Registration Date	  	Expiration Date
	BORPAC (SPECIAL FORM)	  	78/351292	  	13-Jan-2004	  		  		  	
	BUREZ	  	76384208	  	15-Mar-2002	  	2890744	  	05-Oct-2004	  	05-Oct-2014
	BURNETTS	  	71014500	  	11-Nov-1905	  	53316	  	29-May-1906	  	
	CARBAMAC	  	74585327	  	13-Oct-1994	  	1950643	  	23-Jan-1996	  	23-Jan-2016
	CARDURA	  	72144546	  	14-May-1962	  	747425	  	02-Apr-1963	  	02-Apr-2013
	CASCAMITE	  	71440540	  	11-Feb-1941	  	388311	  	17-Jun-1941	  	17-Jun-2011
	CASCO	  	71126172	  	17-Dec-1919	  	132322	  	22-Jun-1920	  	22-Jun-2010
	CASCOMEL	  	72286999	  	15-Dec-1967	  	860354	  	19-Nov-1968	  	19-Nov-2018
	CASCOMELT	  	72182459	  	06-Dec-1963	  	785790	  	02-Mar-1965	  	02-Mar-2015
	CASCOPHEN	  	71434774	  	08-Aug-1940	  	0384795	  	04-Feb-1941	  	04-Feb-2011
	CASCO-RESIN	  	73106972	  	18-Nov-1976	  	1070827	  	09-Aug-1977	  	09-Aug-2017
	CASCOREZ	  	71519508	  	25-Mar-1947	  	435742	  	06-Jan-1948	  	06-Jan-2018
	CASCOWAX	  	73380608	  	18-Aug-1982	  	1251443	  	20-Sep-1983	  	20-Sep-2013
	CELLOBOND	  	73301102	  	16-Mar-1981	  	1252582	  	04-Oct-1993	  	04-Oct-2013
	CERAMAX	  	78340430	  	12-Dec-2003	  	2913251	  	21-Dec-2004	  	21-Dec-2014
	CHEMACOIL	  	74585328	  	13-Oct-1994	  	1952672	  	30-Jan-1996	  	30-Jan-2016
	CILC-N-KOTE	  	73072398	  	11-Sep-2006	  	1046209	  	17-Aug-1976	  	
	CINERGI	  	75106439	  	20-May-1996	  	2049160	  	01-Apr-1997	  	01-Apr-2017
	ConKur	  	77736258	  	13-May-2009	  		  		  	
	DATASHIELD	  	78009629	  	24-May-2000	  	2735553	  	06-Jul-2003	  	
	DATASHIELD (STYLIZED)	  	78/173186	  	10-Oct-2002	  	2913826	  	21-Dec-2004	  	21-Dec-2014
	DECOTHERM	  	73025056	  	24-Jun-1974	  	1069192	  	12-Jul-1977	  	12-Jul-2017
	DESIGN	  	72322773	  	26-Mar-1969	  	0889551	  	21-Apr-1970	  	26-Aug-2010
	DURAMAC	  	74585329	  	13-Oct-1994	  	1950644	  	23-Jan-1996	  	23-Jan-2016
	DURITE	  	71163717	  	11-May-1922	  	166026	  	27-Mar-1923	  	27-Mar-2013
	ECOBIND	  	78895887	  	30-May-2006	  	3321677	  	23-Oct-2007	  	23-Oct-2017
	ECO-REZ	  	77884699	  	02-Dec-2009	  		  		  	
	ELSIE	  	72231036	  	22-Oct-1965	  	810861	  	05-Jul-1966	  	
	ELSIE (DESIGN PLUS OVAL	  	71/463642	  	25-Sep-1943	  	405706	  	15-Feb-1944	  	
	ELSIE BORDEN DESIGN	  	76/591578	  	11-May-2004	  	2,951,221	  	11-May-2004	  	
	ELSIE BORDEN DESIGN	  	75/747000	  	09-Jul-1999	  	2464457	  	26-Jun-2001	  	
	ELSIE DESIGN (COW HEAD)	  	576309	  	30-Mar-1949	  	529468	  	22-Aug-1950	  	
	ELSIE DESIGN (DAISY)	  	71440908	  	24-Feb-1941	  	397158	  	25-Aug-1942	  	
	ELSIE (DESIGN PLUS OVAL)	  	463642	  	25-Sep-1943	  	405706	  	15-Feb-1944	  	











											
	 Trademark Name
	  	Application Number	  	Application/Filing Date	  	Registration Number	  	Registration Date	  	Expiration Date
	ELSIE’S KITCHEN	  	75/703923	  	06-May-1999	  	2458209	  	05-Jun-2001	  	
	EPIKOTE	  	71629822	  	16-May-1952	  	570404	  	10-Feb-1953	  	10-Feb-2013
	EPIKURE	  	74444730	  	06-Oct-1993	  	2024235	  	17-Dec-1996	  	17-Dec-2016
	EPI-REZ	  	71555061	  	20-Apr-1948	  	534577	  	12-Dec-1950	  	12-Dec-2010
	EPI-REZ	  	72009030	  	29-May-1956	  	641951	  	26-Feb-1957	  	26-Feb-2017
	EPON	  	71693727	  	23-Aug-1955	  	0625682	  	24-Apr-1956	  	24-Apr-2016
	EPON	  	73257740	  	11-Apr-1980	  	1197554	  	15-Jun-1982	  	15-Jun-2012
	EPON HPT	  	73627410	  	28-Oct-1986	  	1444691	  	30-Jun-1987	  	30-Jun-2017
	EPONEX	  	73232524	  	24-Sep-1979	  	1192680	  	30-Mar-1982	  	30-Mar-2012
	EPONOL	  	72107216	  	26-Oct-1960	  	0720158	  	22-Aug-1961	  	22-Aug-2011
	FENTAK	  	78221480	  	04-Mar-2003	  	3000626	  	27-Sep-2005	  	27-Sep-2015
	FIRE PRF2	  	73830861	  	12-Oct-1989	  	1626489	  	11-Dec-1990	  	11-Dec-2010
	FLASHDRI	  	71348445	  	10-Mar-1934	  	0314647	  	03-Jul-1934	  	
	FLEX-REZ	  	78155861	  	20-Aug-2002	  	2830818	  	06-Apr-2004	  	06-Apr-2014
	FLUORON	  	73735967	  	23-Jun-1988	  	1520393	  	17-Jan-1989	  	17-Jan-2019
	FOREMOST ADHESIVES FORMULATOR	  	75732375	  	18-Jun-1999	  	2448500	  	01-May-2001	  	
	FOREMOST FORMULATOR	  	75731678	  	18-Jun-1999	  	2452240	  	15-May-2001	  	
	HALEX	  	72214881	  	24-Mar-1965	  	0815678	  	27-Sep-1966	  	27-Sep-2016
	HELOXY	  	78824899	  	28-Feb-2006	  	3236573	  	01-May-2007	  	01-May-2017
	HEXICRETE	  	77723297	  	27-Apr-2009	  	3732729	  	29-Dec-2009	  	29-Dec-2019
	HEXIJET	  	78895816	  	30-May-2006	  	3218046	  	13-Mar-2007	  	13-Mar-2017
	HEXION and X Device	  	78605244	  	08-Apr-2005	  	3415668	  	22-Apr-2008	  	22-Apr-2018
	HEXION (word)	  	78605207	  	08-Apr-2005	  	3432698	  	20-May-2008	  	20-May-2018
	HEXITHERM	  	77366449	  	08-Jan-2008	  	3588573	  	10-Mar-2009	  	10-Mar-2019
	HYDREAU	  	75713544	  	25-May-1999	  	2474221	  	31-Jul-2001	  	31-Jul-2011
	HYDRO KUP	  	75199075	  	18-Nov-1996	  	2161469	  	02-Jun-1998	  	
	HYDRO-REZ	  	76322557	  	09-Oct-2001	  	2571473	  	21-May-2002	  	21-May-2012
	HYDROSPERSE	  	73072399	  	22-Dec-1975	  	1046210	  	17-Aug-1976	  	
	IRLON11	  	73270223	  	14-Jul-1980	  	1191006	  	02-Mar-1982	  	23-May-2012
	KLEARSHIELD (STYLIZED)	  	78173117	  	10-Oct-2002	  	3013774	  	08-Nov-2005	  	08-Nov-2015
	KLEEROX	  	75455107	  	23-Mar-1998	  	2244630	  	11-May-1999	  	11-May-2019
	L-100	  	71578817	  	13-May-1949	  	0530987	  	19-Sep-1950	  	19-Sep-2010
	LAWTER	  	78425281	  	26-May-2004	  	3127705	  	08-Aug-2006	  	08-Aug-2016
	LITHKYD	  	73274063	  	14-Aug-1980	  	1217996	  	30-Nov-1982	  	17-Apr-2013
	LUBRIL	  	74401953	  	15-Jun-1993	  	1932479	  	07-Nov-1995	  	07-Nov-2015











											
	 Trademark Name
	  	Application Number	  	Application/Filing Date	  	Registration Number	  	Registration Date	  	Expiration Date
	LUCIWAX	  	73054974	  	12-Jun-1975	  	1049894	  	12-Oct-1976	  	12-Oct-2016
	MACOPOL	  	74585331	  	13-Oct-1994	  	1950646	  	23-Jan-1996	  	23-Jan-2016
	MINI-THERM	  	73207834	  	19-Mar-1976	  	1146987	  	17-Feb-1981	  	
	MIRREX	  	73360128	  	16-Apr-1982	  	1247475	  	09-Aug-1983	  	03-Sep-2013
	MIRRITE	  	73368296	  	07-Jun-1982	  	1251391	  	20-Sep-1983	  	12-Jun-2013
	MONO-LITH	  	78896039	  	30-May-2006	  	3218048	  	13-Mar-2007	  	13-Mar-2017
	NEW GEN	  	75783329	  	24-Aug-1999	  	2858210	  	29-Jun-2004	  	
	NORPOL	  	75454036	  	20-Mar-1998	  	2246001	  	18-May-1999	  	18-May-2019
	NYPOL	  	73084789	  	22-Apr-1976	  	1080103	  	27-Dec-1977	  	27-Dec-2017
	PERMALOID	  	75453571	  	20-Mar-1998	  	2384546	  	12-Sep-2000	  	12-Sep-2010
	PerviousCrete	  	77736145	  	13-May-2009	  		  		  	
	PETRO-REZ	  	73108197	  	01-Dec-1976	  	1073871	  	27-Sep-1977	  	27-Sep-2017
	PEXATE	  	72338781	  	24-Sep-1969	  	0903690	  	08-Dec-1970	  	12-Apr-2011
	PENTALYN	  	71430398	  	05-Apr-1940	  	380452	  	20-Aug-1940	  	
	PHENOMEL	  	78140736	  	02-Jul-2002	  	2849332	  	01-Jun-2004	  	01-Jun-2014
	PHENOMEL	  	78173186	  	10-Oct-2002	  	2913826	  	21-Dec-2004	  	
	PINEREZ	  	76389039	  	01-Apr-2002	  	2809808	  	03-Feb-2004	  	03-Feb-2014
	PLASTICRYL	  	75402835	  	10-Dec-1997	  	2260576	  	13-Jul-1999	  	13-Jul-2019
	POLYMAC	  	74585333	  	13-Oct-1994	  	1950647	  	23-Jan-1996	  	23-Jan-2016
	POLYMID	  	72126526	  	23-Aug-1961	  	0738065	  	25-Sep-1962	  	02-May-2013
	POLYSPERSE	  	73025057	  	24-Jun-1974	  	1046604	  	24-Aug-1976	  	24-Aug-2016
	POLY-SHIELD	  	75099314	  	06-May-1996	  	2052607	  	15-Apr-1997	  	
	PRIME PLUS	  	77877641	  	20-Nov-2009	  		  		  	
	PROGASOL	  	73595760	  	28-Apr-1986	  	1460464	  	13-Oct-1987	  	13-Oct-2017
	PROPTRAC	  	77114354	  	23-Feb-2007	  	3437184	  	27-May-2008	  	27-May-2018
	PROTACT	  	75845056	  	29-Nov-1999	  	2511107	  	20-Nov-2001	  	20-Nov-2011
	QUABOND (stylized)	  	71682061	  	21-Feb-1955	  	0614661	  	25-Oct-1955	  	25-Oct-2015
	RCCRETE	  	77735264	  	12-May-2009	  		  		  	
	REACTOL	  	76070741	  	13-Jun-2000	  	2477814	  	14-Aug-2001	  	14-Aug-2011
	REP OF ELSIE IN DAISY DESIGN	  	72017152	  	09-Oct-1956	  	647962	  	02-Jul-1957	  	
	RESOLUTION	  	76238388	  	10-Apr-2001	  	2743497	  	29-Jul-2003	  	
	RESOLUTION	  	78009629	  	24-May-2000	  	2735553	  	08-Jul-2003	  	
	REZIMAC	  	74585334	  	13-Oct-1994	  	1950648	  	23-Jan-1996	  	23-Jan-2016
	RUTAPHEN	  	74391999	  	18-May-1993	  	1867890	  	20-Dec-1994	  	20-Dec-2014
	SEACO	  	73428953	  	06-Jun-1983	  	1282904	  	26-Jun-2004	  	26-Jun-2014
	SETALIN	  	73489633	  	13-Jul-1984	  	1372000	  	26-Nov-1985	  	26-Nov-2015
	SMART PROPPANT	  	77672074	  	17-Feb-2009	  	3732651	  	29-Dec-2009	  	29-Dec-2019











											
	 Trademark Name
	  	Application Number	  	Application/Filing Date	  	Registration Number	  	Registration Date	  	Expiration Date
	SNOWTACK	  	78271598	  	08-Jul-2003	  	2945132	  	26-Apr-2005	  	26-Apr-2015
	SPECTRASHIELD (Stylized)	  	78172855	  	10-Oct-2002	  	2935507	  	22-Mar-2005	  	22-Mar-2015
	STRESS BOND	  	77877774	  	20-Nov-2009	  		  		  	
	STRUCTURFAST	  	75614963	  	04-Jan-1999	  	2402737	  	07-Nov-2000	  	07-Nov-2010
	STRUCTURSEAL	  	76162905	  	10-Nov-2000	  	2714167	  	06-May-2003	  	06-May-2013
	SUPRALEV	  	74225366	  	21-Nov-1991	  	1753482	  	23-Feb-1993	  	03-May-2013
	SYNTHEBOND	  	78369983	  	18-Feb-2004	  	2982204	  	02-Aug-2005	  	02-Aug-2015
	SYNTHESIZE	  	73308253	  	30-Apr-1981	  	1200788	  	13-Jul-1982	  	03-Apr-2012
	TEXALON	  	72185302	  	24-Jan-1964	  	0775599	  	25-Aug-1964	  	28-Jun-2014
	TEXBLEND	  	76338703	  	15-Nov-2001	  	2674496	  	14-Jan-2003	  	14-Jan-2013
	THERMEX	  	72121742	  	09-Jun-1961	  	0738456	  	02-Oct-1962	  	02-May-2013
	THERMOGEL	  	72390126	  	23-Apr-1971	  	0935897	  	20-Jun-1972	  	09-Sep-2012
	THE WORLD OF FIBER OPTICS (& Design)	  	76239062	  	10-Apr-2001	  	2602719	  	30-Jul-2002	  	
	THOR (stylized)	  	71353319	  	29-Jun-1934	  	0318619	  	30-Oct-1934	  	30-Oct-2014
	TRIONOL	  	72150175	  	31-Jul-1962	  	0758664	  	22-Oct-1963	  	13-Jun-2013
	ULTRA-REZ	  	74022948	  	26-Jan-1990	  	1621861	  	13-Nov-1990	  	25-Jan-2011
	VALUBOND	  	77877708	  	20-Nov-2009	  		  		  	
	VARIFLEX	  	73076931	  	11-Feb-1976	  	1047446	  	07-Sep-1976	  	
	VELVETOL	  	78610793	  	18-Apr-2005	  	3109049	  	27-Jun-2006	  	27-Jun-2016
	VEOVA	  	74251218	  	02-Mar-1992	  	1723117	  	13-Oct-1992	  	13-Oct-2012
	VERSATIC	  	77015123	  	05-Oct-2006	  	3271227	  	31-Jul-2007	  	31-Jul-2017
	WEBVAR	  	74674421	  	16-May-1995	  	2014972	  	12-Nov-1996	  	12-Nov-2016
	WONDER BOND	  	72274403	  	21-Jun-1967	  	0857305	  	24-Aug-1968	  	24-Aug-2018
	XRT	  	78163047	  	11-Sep-2002	  	2830843	  	06-Apr-2004	  	06-Apr-2014










 Patent Schedule 
 US Patents owned by Hexion Specialty Chemicals, Inc., as successor in interest to (i) Resolution Performance Products LLC,
(ii) Resolution Specialty Materials LLC and (iii) Borden Chemical, Inc.:2 
  

									
	 Application Number
	  	Filing Date	  	Patent Number	  	Issue Date	  	Expiration Date
	07/471032	  	26-Jan-90	  	4965331	  	23-Oct-90	  	26-Jan-10
	07/524010	  	16-May-90	  	5061742	  	29-Oct-91	  	16-May-10
	07/524350	  	16-May-90	  	5075155	  	24-Dec-91	  	16-May-10
	07/562206	  	2-Aug-90	  	5096983	  	17-Mar-92	  	2-Aug-10
	07/648780	  	31-Jan-91	  	5098964	  	24-Mar-92	  	31-Jan-11
	07/648778	  	31-Jan-91	  	5098965	  	24-Mar-92	  	31-Jan-11
	07/733424	  	22-Jul-91	  	5102702	  	7-Apr-92	  	22-Jul-11
	07/508063	  	10-Apr-90	  	5110495	  	5-May-92	  	10-Apr-10
	07/779667	  	21-Oct-91	  	5118889	  	2-Jun-92	  	21-Oct-11
	07/668826	  	13-Mar-91	  	5137987	  	11-Aug-92	  	13-Mar-11
	07/537398	  	13-Jun-90	  	5141974	  	25-Aug-92	  	13-Jun-10
	07/722983	  	28-Jun-91	  	5146006	  	8-Sep-92	  	28-Jun-11
	07/537316	  	13-Jun-90	  	5149730	  	22-Sep-92	  	13-Jun-10
	07/727457	  	9-Jul-91	  	5175250	  	29-Dec-92	  	9-Jul-11
	07/884247	  	11-May-92	  	5185388	  	9-Feb-93	  	11-May-12
	07/851376	  	12-Mar-92	  	5191128	  	2-Mar-93	  	12-Mar-12
	07/272287	  	17-Nov-88	  	5202051	  	13-Apr-93	  	13-Apr-10
	07/841179	  	25-Feb-92	  	5217665	  	8-Jun-93	  	25-Feb-12
	07/792004	  	14-Nov-91	  	5218038	  	8-Jun-93	  	14-Nov-11
	07/960144	  	13-Oct-92	  	5292972	  	8-Mar-94	  	13-Oct-12
	07/988247	  	9-Dec-92	  	5296520	  	22-Mar-94	  	9-Dec-12
	08/095931	  	22-Jul-93	  	5296584	  	22-Mar-94	  	20-May-12

  

	2	 With respect to patents owned by predecessors to Hexion Specialty Chemicals, Inc., Hexion Specialty Chemicals, Inc. is in the process of recording the
owner as Hexion Specialty Chemicals, Inc. 


  

 1 









									
	 Application Number
	  	Filing Date	  	Patent Number	  	Issue Date	  	Expiration Date
	07/773895	  	25-Oct-91	  	5304225	  	19-Apr-94	  	25-Oct-11
	08/166096	  	13-Dec-93	  	5317050	  	31-May-94	  	9-Dec-12
	08/201361	  	24-Feb-94	  	5334675	  	2-Aug-94	  	9-Dec-12
	08/110574	  	23-Aug-93	  	5345001	  	6-Sep-94	  	23-Aug-13
	07/868933	  	16-Apr-92	  	5352712	  	4-Oct-94	  	4-Oct-11
	07/960008	  	13-Oct-92	  	5378793	  	3-Jan-95	  	13-Oct-12
	08/204782	  	2-Mar-94	  	5395913	  	7-Mar-95	  	2-Mar-14
	08/138350	  	18-Oct-93	  	5399606	  	21-Mar-95	  	18-Oct-13
	07/742531	  	8-Aug-91	  	5416531	  	9-8-91	  	
	08/214076	  	16-Mar-94	  	5424365	  	13-Jun-95	  	16-Mar-14
	08/294645	  	23-Aug-94	  	5429865	  	4-Jul-95	  	23-Aug-14
	08/189971	  	1-Feb-94	  	5436279	  	25-Jul-95	  	1-Feb-14
	08/119026	  	9-Sep-93	  	5439863	  	8-Aug-95	  	9-Sep-13
	08/128932	  	29-Sep-93	  	5442035	  	15-Aug-95	  	29-Sep-13
	08/119031	  	9-Sep-93	  	5444030	  	22-Aug-95	  	9-Sep-13
		  	30-Jun-94	  	5446089	  	29-Aug-95	  	15-Dec-12
	07/263548	  	27-Oct-88	  	5458959	  	17-Oct-95	  	17-Oct-12
	08/274949	  	14-Jul-94	  	5480960	  	2-Jan-96	  	14-Jul-14
	08/212302	  	14-Mar-94	  	5489619	  	6-Feb-96	  	6-Feb-13
	08/487337	  	7-Jun-95	  	5498647	  	12-Mar-96	  	12-Mar-13
	08/424846	  	19-Apr-95	  	5500461	  	19-Mar-96	  	19-Apr-15
	08/474350	  	7-Jun-95	  	5500462	  	19-Mar-96	  	19-Mar-13
	08/313721	  	27-Sep-94	  	5525698	  	11-Jun-96	  	27-Sep-14
	08/341172	  	16-Nov-94	  	5527835	  	18-Jun-96	  	18-Jun-13
	08/426273	  	21-Apr-95	  	5536529	  	16-Jul-96	  	16-Jul-13
	08/454585	  	31-May-95	  	5538791	  	23-Jul-96	  	23-Jul-13
	08/420550	  	12-Apr-95	  	5539073	  	23-Jul-96	  	12-Apr-15
	08/436187	  	15-Nov-93	  	5552519	  	3-Sep-96	  	15-Nov-13
	08/388133	  	13-Feb-95	  	5556705	  	17-Sep-96	  	13-Feb-15
	08/572199	  	13-Dec-95	  	5569536	  	29-Oct-96	  	13-Dec-15

  

 2 









									
	 Application Number
	  	Filing Date	  	Patent Number	  	Issue Date	  	Expiration Date
	07/811980	  	23-Dec-91	  	5578668	  	26-Nov-96	  	26-Nov-13
	08/587984	  	17-Jan-96	  	5587403	  	24-Dec-96	  	24-Apr-12
	08/625839	  	1-Apr-96	  	5597876	  	28-Jan-97	  	1-Apr-16
	08/391038	  	21-Feb-95	  	5621036	  	15-Apr-97	  	21-Feb-15
	08/585380	  	1-Jan-96	  	5623031	  	22-Apr-97	  	1-Jan-16
	08/469824	  	6-Jun-95	  	5635583	  	3-Jun-97	  	6-Jun-15
	08/555047	  	8-Nov-95	  	5637374	  	10-Jun-97	  	15-Dec-12
	08/700764	  	12-Aug-96	  	5637654	  	10-Jun-97	  	12-Aug-16
	08/411887	  	28-Mar-95	  	5639806	  	17-Jun-97	  	28-Mar-15
	08/430281	  	28-Apr-95	  	5639846	  	17-Jun-97	  	17-Jun-14
	08/225890	  	11-Apr-94	  	5648404	  	15-Jul-97	  	15-Jul-14
	08/495047	  	26-Jun-95	  	5650478	  	22-Jul-97	  	26-Jun-15
	08/487317	  	7-Jun-95	  	5684114	  	4-Nov-97	  	4-Nov-14
	08/416192	  	4-Apr-95	  	5686506	  	11-Nov-97	  	4-Apr-15
	08/422318	  	13-Apr-95	  	5700587	  	23-Dec-97	  	23-Dec-14
	08/647923	  	30-Nov-94	  	5711792	  	27-Jan-98	  	27-Jan-15
	08/504277	  	19-Jul-95	  	5723703	  	3-Mar-98	  	19-Jul-15
	08/566574	  	28-Nov-95	  	5739186	  	14-Apr-98	  	28-Nov-15
	08/582855	  	4-Jan-96	  	5739213	  	14-Apr-98	  	4-Jan-16
	08/896118	  	17-Jul-97	  	5741835	  	21-Apr-98	  	17-Jul-17
	08/740664	  	31-Oct-96	  	5744514	  	28-Apr-98	  	31-Oct-16
	08/958348	  	27-Oct-97	  	5811198	  	22-Sep-98	  	
	08/768055	  	16-Dec-96	  	5840215	  	24-Nov-98	  	16-Dec-16
	08/861430	  	21-May-97	  	5869590	  	9-Feb-99	  	12-Apr-16
	08/889605	  	8-Jul-97	  	5880246	  	9-Mar-99	  	8-Jul-17
	08/861408	  	21-May-97	  	5880297	  	9-Mar-99	  	21-May-17
	08/187006	  	17-Mar-94	  	5881194	  	9-Mar-99	  	9-Mar-16
	08/988567	  	11-Dec-97	  	5891966	  	6-Apr-99	  	11-Dec-17
	09/032892	  	27-Feb-98	  	5900468	  	4-May-99	  	27-Feb-18
	08/487552	  	7-Jun-95	  	5902442	  	11-May-99	  	11-May-16

  

 3 









									
	 Application Number
	  	Filing Date	  	Patent Number	  	Issue Date	  	Expiration Date
	08/575637	  	20-Dec-95	  	5908873	  	1-Jun-99	  	20-Dec-15
	09/053541	  	1-Apr-98	  	5910521	  	8-Jun-99	  	1-Apr-18
	08/810449	  	4-Mar-97	  	5916933	  	29-Jun-99	  	28-Mar-15
	08/704259	  	28-Aug-96	  	5916966	  	29-Jun-99	  	6-Jun-15
	08/963483	  	3-Nov-97	  	5952440	  	14-Sep-99	  	3-Nov-17
	08/861437	  	21-May-97	  	5962556	  	5-Oct-99	  	21-May-17
	08/906660	  	7-Aug-97	  	5962584	  	5-Oct-99	  	7-Aug-17
	08/558357	  	16-Nov-95	  	5962629	  	5-Oct-99	  	16-Nov-15
	08/930637	  	20-Jan-98	  	5977214	  	2-Nov-99	  	20-Jan-18
	09/057834	  	9-Apr-98	  	5980597	  	9-Nov-99	  	9-Apr-18
	09/030111	  	25-Feb-98	  	5981796	  	9-Nov-99	  	25-Feb-18
	08/978073	  	25-Nov-97	  	5998508	  	7-Dec-99	  	25-Nov-17
	09/158584	  	22-Sep-98	  	6001950	  	14-Dec-99	  	22-Sep-18
	09/063750	  	21-Apr-98	  	6005060	  	21-Dec-99	  	21-Apr-18
	09/067373	  	27-Apr-98	  	6011186	  	4-Jan-00	  	27-Apr-18
	08/906659	  	7-Aug-97	  	6013725	  	11-Jan-00	  	7-Aug-17
	08/977977	  	25-Nov-97	  	6013757	  	11-Jan-00	  	25-Nov-17
	09/142102	  	23-Jan-98	  	6014488	  	11-Jan-00	  	23-Jan-18
	08/532807	  	10-May-94	  	6015846	  	18-Jan-00	  	18-Jan-17
	08/883505	  	26-Jun-97	  	6015873	  	18-Jan-00	  	26-Jun-17
	08/965661	  	6-Nov-97	  	6024839	  	15-Feb-00	  	6-Nov-17
	08/806148	  	25-Feb-97	  	6046252	  	2-Apr-00	  	11-Apr-14
	08/989618	  	12-Dec-97	  	6048911	  	11-Apr-00	  	12-Dec-17
	08/932396	  	17-Sep-97	  	6050047	  	18-Apr-00	  	12-Apr-16
	09/223481	  	30-Dec-98	  	6060611	  	9-May-00	  	30-Dec-18
	09/085209	  	27-May-98	  	6063876	  	16-May-00	  	27-May-18
	09/101474	  	8-Jan-97	  	6080806	  	27-Jun-00	  	8-Jan-17
	09/033963	  	3-Mar-98	  	6084039	  	4-Jul-00	  	3-Mar-18
	09/259343	  	1-Mar-99	  	6122428	  	19-Sep-00	  	19-Sep-17
	09/095090	  	10-Jun-98	  	6127459	  	3-Oct-00	  	10-Jun-18

  

 4 









									
	 Application Number
	  	Filing Date	  	Patent Number	  	Issue Date	  	Expiration Date
	08/859518	  	2-May-97	  	6127508	  	3-Oct-00	  	2-May-17
	09/155256	  	30-Jan-98	  	6132549	  	17-Oct-00	  	30-Jan-18
	09/091301	  	4-Oct-98	  	6133403	  	17-Oct-00	  	23-Dec-16
	09/443871	  	19-Nov-99	  	6136894	  	24-Oct-00	  	19-Nov-19
	09/449870	  	29-Nov-99	  	6136944	  	24-Oct-00	  	29-Nov-19
	08/967634	  	10-Nov-97	  	6136991	  	24-Oct-00	  	21-May-17
	09/404025	  	23-Sep-99	  	6140421	  	31-Oct-00	  	22-Sep-18
	09/116922	  	17-Jul-98	  	6143809	  	7-Nov-00	  	17-Jul-18
	08/192077	  	4-Feb-94	  	6150492	  	21-Nov-00	  	21-Nov-17
	09/301315	  	29-Apr-99	  	6159405	  	12-Dec-00	  	29-Apr-19
	09/123105	  	27-Jul-98	  	6174947	  	16-Jan-01	  	27-Jul-18
	09/040846	  	18-Mar-98	  	6187698	  	13-Feb-01	  	18-Mar-18
	09/421168	  	19-Oct-99	  	6187875	  	13-Feb-01	  	19-Oct-19
	09/421641	  	20-Oct-99	  	6201094	  	13-Mar-01	  	22-Sep-18
	09/421727	  	20-Oct-99	  	6211406	  	3-Apr-01	  	20-Oct-19
	09/213595	  	17-Dec-98	  	6214265	  	10-Apr-01	  	17-Dec-18
	09/116923	  	17-Jul-98	  	6221934	  	24-Apr-01	  	17-Jul-18
	09/635381	  	9-Aug-00	  	6232399	  	15-May-01	  	23-Sep-19
	09/322633	  	28-May-99	  	6232411	  	15-May-01	  	28-May-19
	09/223549	  	30-Dec-98	  	6235931	  	22-May-01	  	30-Dec-18
	09/298153	  	23-Apr-99	  	6239248	  	29-May-01	  	22-Sep-18
	09/133485	  	12-Aug-98	  	6242528	  	5-Jun-01	  	12-Aug-18
	09/156050	  	18-Sep-98	  	6248843	  	19-Jun-01	  	18-Sep-18
	09/360963	  	27-Jul-99	  	6255365	  	3-Jul-01	  	27-Jul-19
	09/156254	  	18-Sep-98	  	6255523	  	3-Jul-01	  	18-Sep-18
	09/490522	  	25-Jan-00	  	6274682	  	14-Aug-01	  	25-Jan-20
	09/095079	  	10-Jun-98	  	6277928	  	21-Aug-01	  	10-Jun-18
	09/242380	  	16-Sep-99	  	6284845	  	4-Sep-01	  	16-Sep-19
	09/464552	  	16-Dec-99	  	6291578	  	18-Sep-01	  	16-Dec-19
	09/388966	  	2-Sep-99	  	6291723	  	18-Sep-01	  	2-Sep-19

  

 5 









									
	 Application Number
	  	Filing Date	  	Patent Number	  	Issue Date	  	Expiration Date
	09/213955	  	17-Dec-98	  	6294117	  	25-Sep-01	  	17-Dec-18
	09/102983	  	22-Jun-98	  	6294691	  	25-Sep-01	  	22-Jun-18
	09/634240	  	8-Aug-00	  	6306241	  	23-Oct-01	  	10-Aug-18
	08/950427	  	15-Oct-97	  	6307095	  	23-Oct-01	  	15-Oct-17
	09/735813	  	13-Dec-00	  	6316583	  	13-Nov-01	  	22-Sep-18
	09/321610	  	28-May-99	  	6333378	  	25-Dec-01	  	12-Aug-18
	09/566314	  	8-May-00	  	6342615	  	29-Jan-02	  	21-May-17
	09/413380	  	6-Oct-99	  	6353081	  	5-Mar-02	  	6-Oct-19
	09/635909	  	10-Aug-00	  	6359037	  	19-Mar-02	  	10-Aug-20
	09/456363	  	8-Dec-99	  	6365646	  	2-Apr-02	  	8-Dec-19
	09/525138	  	14-Mar-00	  	6372295	  	16-Apr-02	  	14-Mar-20
	09/617166	  	17-Jul-00	  	6372878	  	16-Apr-02	  	17-Jul-20
	09/765819	  	20-Jan-01	  	6379800	  	30-Apr-02	  	22-Jun-20
	09/659726	  	11-Sep-00	  	6384116	  	7-May-02	  	11-Sep-20
	09/365418	  	2-Aug-99	  	6387501	  	14-May-02	  	2-Aug-19
	09/696577	  	25-Oct-00	  	6388024	  	14-May-02	  	25-Oct-20
	09/509762	  	9-Jul-99	  	6391952	  	21-May-02	  	9-Jul-19
	09/212083	  	15-Dec-98	  	6395845	  	28-May-02	  	15-Dec-18
	09/486144	  	22-May-00	  	6406789	  	18-Jun-02	  	22-Jul-19
	09/813179	  	9-May-01	  	6410658	  	25-Jun-02	  	9-May-21
	09/465279	  	16-Dec-99	  	6416696	  	9-Jul-02	  	16-Dec-19
	09/404527	  	23-Sep-99	  	6433217	  	13-Aug-02	  	23-Sep-19
	09/588019	  	6-Jun-00	  	6449413	  	10-Sep-02	  	10-Sep-19
	09/260568	  	2-Mar-99	  	6455607	  	24-Sep-02	  	20-Dec-15
	09/674114	  	28-Apr-99	  	6469097	  	22-Oct-02	  	28-Apr-19
	09/661458	  	13-Sep-00	  	6478998	  	12-Nov-02	  	13-Sep-20
	10/115076	  	4-Apr-02	  	6498883	  	24-Dec-02	  	4-Apr-22
	09/469209	  	21-Dec-99	  	6492483	  	10-Dec-02	  	21-Dec-19
	10/115076	  	4-Apr-02	  	6498883	  	24-Dec-02	  	4-Apr-22
	09/704023	  	1-Nov-00	  	6500546	  	31-Dec-02	  	1-Nov-20

  

 6 









									
	 Application Number
	  	Filing Date	  	Patent Number	  	Issue Date	  	Expiration Date
	09/660369	  	12-Sep-00	  	6500912	  	31-Dec-02	  	12-Sep-20
	09/807155	  	17-Aug-01	  	6501890	  	31-Dec-02	  	9-Aug-20
	09/784624	  	15-Feb-01	  	6515047	  	4-Feb-03	  	5-Mar-21
	09/694442	  	23-Oct-00	  	6515166	  	4-Feb-03	  	23-Oct-20
	08/641827	  	2-May-96	  	6528157	  	4-Mar-03	  	2-May-16
	10/351903	  	27-Jan-03	  	7001938	  	21-Feb-06	  	27-Jan-23
	10/094136	  	11-Mar-02	  	6534598	  	18-Mar-03	  	11-Mar-22
	09/068510	  	11-Aug-98	  	6541576	  	1-Apr-03	  	12-Nov-16
	09/867269	  	29-May-01	  	6541595	  	1-Apr-03	  	29-May-21
	09/596269	  	16-Jun-00	  	6548601	  	15-Apr-03	  	16-Jun-20
	09/963711	  	27-Sep-01	  	6572804	  	3-Jun-03	  	27-Sep-21
	09/602398	  	23-Jun-00	  	6573357	  	3-Jun-03	  	18-Jul-19
	09/774881	  	1-Feb-01	  	6582819	  	24-Jun-03	  	22-Jul-19
	09/242553	  	18-Feb-99	  	6582884	  	24-Jun-03	  	9-Jun-18
	09/993196	  	16-Nov-01	  	6585820	  	1-Jul-03	  	21-Nov-21
	09/940961	  	28-Aug-01	  	6605354	  	12-Aug-03	  	28-Aug-21
	09/518506	  	3-Mar-00	  	6608161	  	19-Aug-03	  	3-Mar-20
	10/099410	  	15-Mar-02	  	6608162	  	19-Aug-03	  	15-Mar-22
	10/023780	  	14-Dec-01	  	6620901	  	16-Sep-03	  	14-Dec-21
	09/701609	  	27-Mar-00	  	6628866	  	30-Sep-03	  	27-Mar-20
	09/450588	  	30-Nov-99	  	6632527	  	14-Oct-03	  	22-Jul-19
	09/773796	  	1-Feb-01	  	6641761	  	4-Nov-03	  	17-Dec-18
	09/794976	  	27-Feb-01	  	6641762	  	4-Nov-03	  	17-Dec-18
	10/073692	  	11-Feb-02	  	6646065	  	11-Nov-03	  	11-Feb-22
	10/018707	  	17-Dec-01	  	6646094	  	11-Nov-03	  	15-Oct-20
	09/785098	  	16-Feb-01	  	6653398	  	25-Nov-03	  	14-Jul-21
	10/073691	  	11-Feb-02	  	6653412	  	25-Nov-03	  	11-Feb-22
	09/733290	  	8-Dec-00	  	6653436	  	25-Nov-03	  	10-Jan-21
	10/357720	  	4-Feb-03	  	6663707	  	16-Dec-03	  	16-Nov-21
	10/145829	  	14-May-02	  	6677426	  	13-Jan-04	  	14-May-22

  

 7 









									
	 Application Number
	  	Filing Date	  	Patent Number	  	Issue Date	  	Expiration Date
	10/365873	  	13-Feb-03	  	6699958	  	2-Mar-04	  	13-Feb-23
	10/342799	  	15-Jan-03	  	6710101	  	23-Mar-04	  	15-Jan-23
	10/070623	  	4-Mar-02	  	6716729	  	6-Apr-04	  	31-Dec-20
	10/235326	  	5-Sep-02	  	6780511	  	24-Aug-04	  	29-Nov-22
	10/041913	  	8-Jan-02	  	6818707	  	16-Nov-04	  	8-Feb-23
	10/346350	  	16-Jan-03	  	6825278	  	30-Nov-04	  	16-Jan-23
	10/250612	  	7-Jul-03	  	6881799	  	19-Apr-05	  	7-Jul-23
	10/091086	  	5-Mar-02	  	6906425	  	14-Jun-05	  	27-Mar-23
	10/121927	  	12-Apr-02	  	6911493	  	28-Jun-05	  	29-Nov-22
	10/356286	  	31-Jan-03	  	6946509	  	20-Sep-05	  	3-Mar-23
	10/671224	  	24-Sep-03	  	6956086	  	18-Oct-05	  	31-Mar-24
	10/323067	  	19-Dec-02	  	6982044	  	3-Jan-06	  	19-Dec-22
	10/101038	  	19-Mar-02	  	6984675	  	10-Jan-06	  	1-Dec-22
	10/456429	  	6-Jun-03	  	6989413	  	24-Jan-06	  	17-Feb-20
	10/351903	  	27-Jan-03	  	7001938	  	21-Feb-06	  	11-Apr-23
	10/121396	  	12-Apr-02	  	7060745	  	13-Jun-06	  	6-Oct-22
	10/507301	  	8-Sep-04	  	7073586	  	11-Jul-06	  	22-Sep-24
	10/639414	  	12-Aug-03	  	7101924	  	5-Sep-06	  	7-Jun-24
	10/416745	  	13-May-03	  	7129286	  	31-Oct-06	  	7-Jan-24
	10/484129	  	16-Jan-04	  	7151192	  	19-Dec-06	  	8-Dec-24
	10/445899	  	28-May-03	  	7153575	  	26-Dec-06	  	8-Nov-23
	10/639576	  	12-Aug-03	  	7173081	  	6-Feb-07	  	21-Apr-24
	10/639723	  	12-Aug-03	  	7186769	  	6-Mar-07	  	1-Oct-23
	10/639726	  	12-Aug-03	  	7189780	  	13-Mar-07	  	7-May-24
	10/420910	  	23-Apr-03	  	7238386	  	3-Jul-07	  	5-Feb-25
	10/800841	  	15-Mar-04	  	7256226	  	14-Aug-07	  	12-Sep-25
	10/875877	  	24-Jun-04	  	7262237	  	28-Aug-07	  	12-Jan-24
	10/760326	  	20-Jan-04	  	7262238	  	28-Aug-07	  	22-Oct-24
	10/825087	  	15-Apr-04	  	7270879	  	18-Sep-07	  	1-Apr-25
	10/441171	  	19-May-03	  	7276555	  	2-Oct-07	  	31-Mar-24

  

 8 









									
	 Application Number
	  	Filing Date	  	Patent Number	  	Issue Date	  	Expiration Date
	10/712512	  	13-Nov-03	  	7285590	  	23-Oct-07	  	4-Mar-24
	11/219276	  	2-Sep-05	  	7294189	  	13-Nov-07	  	4-Jun-26
	10/617104	  	10-Jul-03	  	7321020	  	22-Jan-08	  	10-Jul-23
	11/248105	  	12-Oct-05	  	7323534	  	29-Jan-08	  	12-Oct-25
	10/607514	  	26-Jun-03	  	7326739	  	5-Feb-08	  	13-Mar-21
	10/487318	  	20-Feb-04	  	7358312	  	15-Apr-08	  	19-Nov-23
	11/410738	  	25-Apr-06	  	7374610	  	20-May-08	  	13-Aug-26
	11/242745	  	4-Oct-05	  	7424911	  	16-Sep-08	  	7-Jul-26
	11/520234	  	13-Sep-06	  	7450053	  	11-Nov-08	  	6-Nov-26
	10/525912	  	25-Feb-05	  	7473712	  	6-Jan-09	  	10-Apr-24
	10/525917	  	25-Feb-05	  	7473713	  	6-Jan-09	  	8-Mar-24
	10/537691	  	6-Jun-05	  	7488383	  	10-Feb-09	  	5-Feb-25
	10/541804	  	7-Jul-05	  	7563826	  	21-Jul-09	  	
	10/667648	  	22-Sep-03	  	7592067	  	22-Sep-09	  	22-Sep-23
	11/520229	  	13-Sep-06	  	7598898	  	6-Oct-09	  	
	11/726573	  	22-Mar-07	  	7624802	  	1-Dec-09	  	13-May-27
	10/528471	  	21-Mar-05	  		  		  	
	10/538681	  	10-Jun-05	  		  		  	12-Dec-23
	10/574413	  	17-Sep-07	  		  		  	8-Oct-24
	10/612606	  	2-Jul-03	  		  		  	
	11/053682	  	9-Feb-05	  		  		  	
	11/192983	  	29-Jul-05	  		  		  	
	11/230693	  	20-Sep-05	  		  		  	
	11/437018	  	18-May-06	  		  		  	
	11/473734	  	23-Jun-06	  		  		  	
	11/487622	  	17-Jul-06	  		  		  	
	11/501575	  	9-Aug-06	  		  		  	
	11/631802	  	5-Jan-07	  		  		  	
	11/701217	  	1-Feb-07	  		  		  	
	11/915218	  	15-May-08	  		  		  	

  

 9 









									
	 Application Number
	  	Filing Date	  	Patent Number	  	Issue Date	  	Expiration Date
	11/956662	  	14-Dec-07	  		  		  	
	11/973787	  	10-Oct-07	  		  		  	
	11/996631	  	20-Jul-06	  		  		  	
	12/037231	  	26-Feb-08	  		  		  	
	12/063609	  	12-Dec-08	  		  		  	
	12/088544	  	12-Sep-07	  		  		  	
	12/135813	  	9-Jun-08	  		  		  	
	12/145667	  	25-Jun-08	  		  		  	
	12/145871	  	25-Jun-08	  		  		  	
	12/226159	  	9-Oct-08	  		  		  	
	12/268856	  	11-Nov-08	  		  		  	
	12/335238	  	15-Dec-08	  		  		  	
	12/360655	  	27-Jan-09	  		  		  	
	12/406579	  	18-Mar-09	  		  		  	
	12/406840	  	18-Mar-09	  		  		  	
	12/436217	  	6-May-09	  		  		  	
	12/437717	  	8-May-09	  		  		  	
	12/437747	  	8-May-09	  		  		  	
	12/498481	  	7-Jul-09	  		  		  	
	12/500967	  	10-Jul-09	  		  		  	
	12/508197	  	23-Jul-09	  		  		  	
	12/542034	  	17-Aug-09	  		  		  	
	12/564479	  	22-Sep-09	  		  		  	
	12/571878	  	1-Oct-09	  		  		  	
	12/599011	  	23-Jun-08	  		  		  	
	12/605990	  	26-Oct-09	  		  		  	
	12/639726	  	16-Dec-09	  		  		  	
	12/642343	  	18-Dec-09	  		  		  	
	12/642420	  	18-Dec-09	  		  		  	
	61/149879	  	4-Feb-09	  		  		  	

  

 10 









									
	 Application Number
	  	Filing Date	  	Patent Number	  	Issue Date	  	Expiration Date
	61/156231	  	27-Feb-09	  		  		  	
	61/218506	  	19-Jun-09	  		  		  	
	61/218508	  	19-Jun-09	  		  		  	
	61/239535	  	3-Sep-09	  		  		  	
	61/286272	  	14-Dec-09	  		  		  	
	11/037094	  	18-Jan-05	  	US 7,645,196	  	12-Jan-10	  	18-Jan-25
	07/466179	  		  		  		  	
	07/349544	  		  		  		  	
	07/158019	  		  		  		  	
	07/149569	  		  		  		  	
	07/096812	  		  		  		  	
	06/880260	  		  		  		  	
	06/86623	  		  		  		  	
	10/880746	  	29-Jun-04	  		  		  	
	10/869271	  	16-Jun-04	  		  		  	
	10/44487	  	23-May-03	  		  		  	
	10/349673	  	23-Jan-03	  		  		  	

  

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 Exhibit I  
 to Collateral Agreement 
 SUPPLEMENT NO. ______ dated as of _________________
(this “Supplement”), to the Collateral Agreement dated as of January 29, 2010 (the “Collateral Agreement”), among HEXION SPECIALTY CHEMICALS, INC., a New Jersey corporation, each Subsidiary Party party thereto
and WILMINGTON TRUST FSB, as Collateral Agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein). 
 A. Reference is made to the Indenture dated as of January 29, 2010 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Indenture”), among Hexion
Finance Escrow LLC, a Delaware limited liability company, Hexion Escrow Corporation, a Delaware corporation, and Wilmington Trust FSB, as Trustee, as assumed by Hexion U.S. Finance Corp., a Delaware corporation (the “U.S. Issuer”)
and Hexion Nova Scotia Finance, ULC, a Nova Scotia unlimited liability company (the “Canadian Issuer”) pursuant to that certain Supplemental Indenture dated as of January 29, 2010, by and among the U.S. Issuer, the Canadian
Issuer, the Guarantors party thereto and Wilmington Trust FSB, as Trustee. 
 B. Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to such terms in the Indenture and the Collateral Agreement referred to therein. 
 C. Section 7.16 of the Collateral Agreement provides that additional Subsidiaries may become Subsidiary Parties under the Collateral Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned
Subsidiary of Parent (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Indenture to become a Subsidiary Party and a Pledgor under the Collateral Agreement. 
 Accordingly, the Collateral Agent and the New Subsidiary agree as follows: 
 SECTION 1. In accordance with Section 7.16 of the Collateral Agreement, the New Subsidiary by its signature below becomes a
Subsidiary Party and a Pledgor under the Collateral Agreement with the same force and effect as if originally named therein as a Subsidiary Party and a Pledgor, and the New Subsidiary hereby (a) agrees to all the terms and provisions of the
Collateral Agreement applicable to it as a Subsidiary Party and Pledgor thereunder and (b) represents and warrants that the representations and warranties made by it as a Pledgor thereunder are true and correct on and as of the date hereof. In
furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the Obligations (as defined in the Collateral Agreement), does hereby create and grant to the Collateral Agent, its successors and assigns, for
the ratable benefit of the Secured Parties, their successors and assigns, a security interest in and Lien on all the New Subsidiary’s right, title and interest in and to the Collateral (as defined in the Collateral Agreement) of the New
Subsidiary. Each reference to a “Subsidiary Party” or a “Pledgor” in the Collateral Agreement shall be deemed to include the New Subsidiary. The Collateral Agreement is hereby incorporated herein by reference. 









 SECTION 2. The New Subsidiary represents and warrants to the Collateral Agent and the
other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to (i) the effects of
bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing. 
 SECTION 3. This
Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract. This Supplement shall become effective when (a) the Collateral Agent shall
have received a counterpart of this Supplement that bears the signature of the New Subsidiary and (b) the Collateral Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile transmission
shall be as effective as delivery of a manually signed counterpart of this Supplement. 
 SECTION 4. The New Subsidiary
hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of the location of any and all Article 9 Collateral of the New Subsidiary, (b) set forth on Schedule II
attached hereto is a true and correct schedule of all the Pledged Stock and Pledged Debt Securities of the New Subsidiary, (c) set forth on Schedule III attached hereto is a true and correct schedule of all Intellectual Property of the
New Subsidiary and (d) set forth under its signature hereto, is the true and correct legal name of the New Subsidiary, its jurisdiction of formation, organizational ID number and the location of its chief executive office. 
 SECTION 5. Except as expressly supplemented hereby, the Collateral Agreement shall remain in full force and effect. 
 SECTION 6. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 7. In the event any one or more of the provisions
contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Collateral Agreement shall not in any way be affected or
impaired thereby. 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 8. All communications and notices hereunder shall be in writing and given as provided
in Section 7.01 of the Collateral Agreement. 
 SECTION 9. The New Subsidiary agrees to reimburse the Collateral Agent
for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, disbursements and other charges of counsel for the Collateral Agent. 
  

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 IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed this
Supplement to the Collateral Agreement as of the day and year first above written. 
  

			
	[Name of New Subsidiary]
		
	By:	 	 
		 	 Name:
 Title:

	
	 Legal Name:
  
 Jurisdiction of Formation:
  
 Location of Chief Executive Office:



  

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	WILMINGTON TRUST FSB, as Collateral Agent
		
	By:	 	 
		 	 Name:
 Title:



  

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 Schedule I 
 to Supplement No.____ to the 
 Collateral Agreement 
 LOCATION OF ARTICLE 9 COLLATERAL 
  

			
	 Description
	  	Location










 Schedule II to 
 Supplement No._____ 
 to the Collateral Agreement 
 Pledged Collateral of the New Subsidiary 
 EQUITY INTERESTS 
  

							
	 Number of Issuer Certificate
	  	Registered Owner	  	Number and Class of
Equity Interest	  	Percentage of
Equity Interests

 DEBT SECURITIES 
  

							
	 Issuer
	  	Principal Amount	  	Date of Note	  	Maturity Date

 OTHER PROPERTY 









 Schedule III to 
 Supplement No._____ 
 to the Collateral Agreement 
 Intellectual Property of the New Subsidiary