First Lien Intercreditor Agreement



 Exhibit 10.1 

EXECUTION VERSION 
 FIRST
LIEN INTERCREDITOR AGREEMENT 
 dated as of 

April 15, 2015 
 among 

WILMINGTON TRUST, NATIONAL ASSOCIATION, 

as Collateral Agent, 
 WILMINGTON
TRUST, NATIONAL ASSOCIATION, 
 as Authorized Representative under the Existing First Lien Agreement, 

WILMINGTON TRUST, NATIONAL ASSOCIATION, 

as the Initial Other Authorized Representative, 

and 
 each additional Authorized
Representative from time to time party hereto 







 TABLE OF CONTENTS 
  

					
	 		Page
	
	ARTICLE I
	
	DEFINITIONS
			
	SECTION 1.01		Construction; Certain Defined Terms		1
	
	ARTICLE II
	
	PRIORITIES AND AGREEMENTS WITH RESPECT TO SHARED COLLATERAL
			
	SECTION 2.01		Priority of Claims		9
	SECTION 2.02		Actions with Respect to Shared Collateral; Prohibition on Contesting Liens		10
	SECTION 2.03		No Interference; Payment Over		11
	SECTION 2.04		Automatic Release of Liens; Amendments to First Lien Security Documents		12
	SECTION 2.05		Certain Agreements with Respect to Bankruptcy or Insolvency Proceedings		13
	SECTION 2.06		Reinstatement		14
	SECTION 2.07		Insurance		14
	SECTION 2.08		Refinancings		15
	SECTION 2.09		Possessory Collateral Agent as Gratuitous Bailee for Perfection		15
	
	ARTICLE III
	
	EXISTENCE AND AMOUNTS OF LIENS AND OBLIGATIONS
	
	ARTICLE IV
	
	THE COLLATERAL AGENT
			
	SECTION 4.01		Appointment and Authority		16
	SECTION 4.02		Rights as a First Lien Secured Party		17
	SECTION 4.03		Exculpatory Provisions		17
	SECTION 4.04		Reliance by Collateral Agent		19
	SECTION 4.05		Delegation of Duties		19
	SECTION 4.06		Resignation of Collateral Agent		19
	SECTION 4.07		Non-Reliance on Collateral Agent and Other First Lien Secured Parties		20
	SECTION 4.08		Collateral and Guaranty Matters		21


  
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	ARTICLE V
	
	MISCELLANEOUS
			
	SECTION 5.01		Notices		21
	SECTION 5.02		Waivers; Amendment; Joinder Agreements		22
	SECTION 5.03		Parties in Interest		23
	SECTION 5.04		Survival of Agreement		23
	SECTION 5.05		Counterparts		23
	SECTION 5.06		Severability		23
	SECTION 5.07		Governing Law		23
	SECTION 5.08		Submission to Jurisdiction; Waivers		23
	SECTION 5.09		WAIVER OF JURY TRIAL		24
	SECTION 5.10		Headings		24
	SECTION 5.11		Conflicts		24
	SECTION 5.12		Provisions Solely to Define Relative Rights		25
	SECTION 5.13		Integration		25


  
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 FIRST LIEN INTERCREDITOR AGREEMENT (as amended, restated, modified or supplemented from time to
time, this “Agreement’), dated as of April 15, 2015, among WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent for the First Lien Secured Parties (as defined below) (in such capacity and together
with its successors in such capacity, including as a result of the occurrence of a Credit Agreement Effective Date, the “Collateral Agent”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as Authorized Representative
for the Existing First Lien Secured Parties (in such capacity and, together with its successors in such capacity, the “Existing First Lien Representative”), Wilmington Trust, National Association, as Authorized
Representative for the Initial Other First Lien Secured Parties (in such capacity and, together with its successors in such capacity, the “Initial Other Authorized Representative”), and each additional
Authorized Representative from time to time party hereto for the Other First Lien Secured Parties of the Series with respect to which it is acting in such capacity. 

In consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Collateral Agent, the Existing First Lien Representative (for itself and on behalf of the Existing First Lien Secured Parties), the Initial Other Authorized Representative (for itself and on behalf of the Initial Other First
Lien Secured Parties) and each additional Authorized Representative (for itself and on behalf of the Other First Lien Secured Parties of the applicable Series) agree as follows: 

ARTICLE I 
 Definitions

 SECTION 1.01 Construction; Certain Defined Terms. 

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







 (b) It is the intention of the First Lien Secured Parties of each Series that the holders of
First Lien Obligations of such Series (and not the First Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the First Lien Obligations of such Series are
unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Obligations), (y) any of the First Lien Obligations of such Series do not have an enforceable security interest in any of
the Collateral securing any other Series of First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Obligations and, without limiting the foregoing,
after taking into account the effect of any applicable intercreditor agreements) on a basis ranking prior to the security interest of such Series of First Lien Obligations but junior to the security interest of any other Series of First Lien
Obligations or (ii) the existence of any Collateral for any other Series of First Lien Obligations that is not Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First
Lien Obligations, an “Impairment” of such Series). In the event of any Impairment with respect to any Series of First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such
Series of First Lien Obligations, and the rights of the holders of such Series of First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Obligations pursuant to
Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such First Lien Obligations subject to such Impairment. Additionally, in the event
the First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such First Lien Obligations or the Secured Credit Documents
governing such First Lien Obligations shall refer to such obligations or such documents as so modified. 
 (c) Capitalized terms used and
not otherwise defined herein shall have the meanings set forth in the Existing First Lien Agreement. As used in this Agreement, the following terms have the meanings specified below: 

“Administrative Agent” shall mean, upon the occurrence of the Credit Agreement Effective Date, the
Authorized Representative under the Credit Agreement that becomes a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.01 of the Collateral Agreement and that is designated by the Company as the
“Administrative Agent” hereunder. 
 “Agreement” shall have the meaning assigned to such
term in the introductory paragraph of this Agreement. 
 “Applicable Authorized Representative” means,
with respect to any Shared Collateral, (i) until the earlier of (x) the Discharge of Controlling Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Controlling Representative and (ii) from and
after the earlier of (x) the Discharge of Controlling 

  
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Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Major Non-Controlling Authorized Representative. For the
avoidance of doubt, upon the occurrence of the Credit Agreement Effective Date, the Administrative Agent shall be the Applicable Authorized Representative (subject to the preceding sentence). 

“Authorized Representative” means (i) in the case of any Existing First Lien Obligations or the
Existing First Lien Secured Parties, the Existing First Lien Representative, (ii) in the case of the Initial Other First Lien Obligations or the Initial Other First Lien Secured Parties, the Initial Other Authorized Representative and
(iii) in the case of any Series of Other First Lien Obligations or Other First Lien Secured Parties that become subject to this Agreement after the date hereof, the Authorized Representative named for such Series in the applicable Joinder
Agreement (including, for the avoidance of doubt, the Administrative Agent, upon the Credit Agreement Effective Date, on behalf of the Credit Agreement Obligations and the Credit Agreement Secured Parties). 

“Bankruptcy Case” shall have the meaning assigned to such term in Section 2.05(b). 

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

“Bankruptcy Law” shall mean the Bankruptcy Code and any similar Federal, state or foreign law for the
relief of debtors. 
 “Collateral” means all assets and properties subject to Liens created pursuant
to any First Lien Security Document to secure one or more Series of First Lien Obligations. 
 “Collateral
Agent” shall have the meaning assigned to such term in the introductory paragraph hereof. 

“Collateral Agreement” means the Collateral Agreement, dated and effective as of March 28, 2013,
among the Company, as successor by merger to Hexion U.S. Finance Corp., each Subsidiary Party (as defined therein) party thereto and the Collateral Agent, as amended, modified or supplemented in accordance with its terms. 

“Company” means Hexion Inc. (f/k/a Momentive Specialty Chemicals Inc.), a New Jersey corporation, and
its successor and assigns. 
 “Controlling Representative” means (i) prior to the Credit Agreement Effective
Date, the Existing First Lien Representative and (ii) from and after the Credit Agreement Effective Date, the Administrative Agent. 

“Controlling Secured Parties” means, with respect to any Shared Collateral, the Series of First Lien Secured Parties
whose Authorized Representative is the Applicable Authorized Representative for such Shared Collateral. 

  
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 “Credit Agreement” means any Credit Agreement (as defined in the Existing
First Lien Agreement) that is incurred or first becomes effective after the date hereof that is designated by the Company as the “Credit Agreement” hereunder and under which the Authorized Representative with respect thereto is designated
by the Company as the “Administrative Agent” hereunder, as amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time. 

“Credit Agreement Effective Date” means the date a Credit Agreement is entered into and becomes effective. 

“Credit Agreement Obligations” means the Other First Lien Obligations arising under or pursuant to the Credit
Agreement and any other loan documents entered into in connection therewith; provided that such obligations are secured by a lien on any Shared Collateral that is pari passu with the liens securing the other First Lien Obligations.

 “Credit Agreement Secured Parties” means the holders of any Credit Agreement Obligations and the Administrative
Agent. 
 “DIP Financing” shall have the meaning assigned to such term in Section 2.05(b). 

“DIP Financing Liens” shall have the meaning assigned to such term in Section 2.05(b). 

“DIP Lenders” shall have the meaning assigned to such term in Section 2.05(b). 

“Discharge” means, with respect to any Shared Collateral and any Series of First Lien Obligations, the date on which
such Series of First Lien Obligations is no longer secured by such Shared Collateral. The term “Discharged” shall have a corresponding meaning. 

“Discharge of Controlling Obligations” means (i) prior to the Credit Agreement Effective Date, the Discharge of
Existing First Lien Obligations and (ii) from and after the Credit Agreement Effective Date, the Discharge of Credit Agreement Obligations. 

“Discharge of Credit Agreement Obligations” means, with respect to any Shared Collateral, the Discharge of the Credit
Agreement Obligations with respect to such Shared Collateral; provided that the Discharge of Credit Agreement Obligations shall not be deemed to have occurred in connection with a Refinancing of such Credit Agreement Obligations with
additional First Lien Obligations secured by such Shared Collateral under an Other First Lien Agreement which has been designated in writing by the Company to the Collateral Agent and each Authorized Representative as the “Credit
Agreement” for purposes of this Agreement. 

  
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 “Discharge of Existing First Lien Obligations” means, with respect to any
Shared Collateral, the Discharge of the Existing First Lien Obligations with respect to such Shared Collateral; provided that the Discharge of Existing First Lien Obligations shall not be deemed to have occurred in connection with a
Refinancing of such Existing First Lien Obligations with additional First Lien Obligations secured by such Shared Collateral under an Other First Lien Agreement which has been designated in writing by the Company to the Collateral Agent and each
Authorized Representative as the “Existing First Lien Agreement” for purposes of this Agreement. 
 “Existing First
Lien Agreement” means that certain Indenture, dated as of March 14, 2012, among the Company, as successor issuer by merger to Hexion U.S. Finance Corp., the guarantors named therein and the Existing First Lien Representative, as
amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time. 
 “Existing First Lien
Obligations” means the Notes Obligations as defined in the Collateral Agreement. 
 “Existing First Lien
Representative” shall have the meaning assigned to such term in the introductory paragraph of this Agreement. 

“Existing First Lien Secured Parties” means the holders of any Existing First Lien Obligations and the Existing First
Lien Representative. 
 “Event of Default” shall have the meaning set forth in the Collateral Agreement. 

“First Lien Obligations” means, collectively, (i) the Existing First Lien Obligations and (ii) each Series
of Other First Lien Obligations. 
 “First Lien Secured Parties” means (a) the Existing First Lien Secured
Parties and (ii) the Other First Lien Secured Parties with respect to each Series of Other First Lien Obligations. 
 “First
Lien Security Documents” means the Collateral Agreement and each other agreement, instrument or document entered into in favor of the Collateral Agent for purposes of securing any Series of First Lien Obligations. 

“Grantors” means the Company and each Subsidiary or direct or indirect parent company of the Company which has granted
a security interest pursuant to any First Lien Security Document to secure any Series of First Lien Obligations. 

“Impairment” shall have the meaning assigned to such term in Section 1.01(b). 

“Initial Other Authorized Representative” shall have the meaning assigned to such term in the introductory paragraph
to this Agreement. 

  
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 “Initial Other First Lien Agreement” means that certain Indenture, dated
as of the date hereof, among the Company, as issuer, the guarantors named therein, and Wilmington Trust, National Association, as trustee. 

“Initial Other First Lien Obligations” means the Other First Lien Obligations arising under or pursuant to the Initial
Other First Lien Agreement. 
 “Initial Other First Lien Secured Parties” means the holders of any Initial Other
First Lien Obligations and the Initial Other Authorized Representative. 
 “Insolvency or Liquidation Proceeding”
means: 
 (1) any case commenced by or against the Company or any other Grantor under any Bankruptcy Law, any other
proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of the Company or any other Grantor, any receivership or assignment for the benefit of creditors relating to the Company or any other
Grantor or any similar case or proceeding relative to the Company or any other Grantor or its creditors, as such, in each case whether or not voluntary; 

(2) any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to the Company or any
other Grantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or 
 (3) any
other proceeding of any type or nature in which substantially all claims of creditors of the Company or any other Grantor are determined and any payment or distribution is or may be made on account of such claims. 

“Intervening Creditor” shall have the meaning assigned to such term in Section 2.01(a). 

“Joinder Agreement” means the documents required to be delivered by an Authorized Representative to the Collateral
Agent pursuant to Section 5.01 of the Collateral Agreement in order to create an additional Series of Other First Lien Obligations or a Refinancing of any Series of First Lien Obligations. 

“Junior Priority Intercreditor Agreements” means, collectively, (i) the Amended and Restated Intercreditor
Agreement, dated as of January 31, 2013, among JPMorgan Chase Bank, N.A., as agent under the ABL Facility (as defined in the Collateral Agreement) and intercreditor agent, Wilmington Trust, National Association, as senior-priority agent for the
holders of Existing First Lien Obligations, Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as senior-priority agent for the holders of the Existing Senior Secured Notes, Wilmington Trust Company, as
second-priority agent for the holders of the Existing Second Lien Notes, the Issuer and each subsidiary guarantor, as it may have been or may be amended, restated, supplemented or otherwise modified or replaced from time to time in accordance with
the Indenture, and (ii) the Intercreditor Agreement, dated as of January 

  
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29, 2010, among JPMorgan Chase Bank, N.A., as agent under the ABL Facility and intercreditor agent, Wilmington Trust, National Association, as senior-priority agent for the holders of Existing
First Lien Notes, Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as second-priority agent for the holders of the Existing Senior Secured Notes, the Issuer and each subsidiary guarantor, as it may have been
or may be amended, restated, supplemented or otherwise modified or replaced from time to time in accordance with the Indenture. 

“Lien” shall mean any mortgage, pledge, security interest, hypothecation, assignment, lien (statutory or other) or
similar encumbrance (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement or any lease in the nature thereof). 

“Major Non-Controlling Authorized Representative” means, with respect to any Shared Collateral, the Authorized
Representative of the Series of First Lien Obligations that constitutes the largest outstanding principal amount of any then outstanding Series of First Lien Obligations with respect to such Shared Collateral (disregarding the Series of First Lien
Obligations for which the then Controlling Representative is the Authorized Representative). 
 “New York UCC” shall
mean the Uniform Commercial Code as from time to time in effect in the State of New York. 
 “Non-Controlling Authorized
Representative” means, at any time with respect to any Shared Collateral, any Authorized Representative that is not the Applicable Authorized Representative at such time with respect to such Shared Collateral. 

“Non-Controlling Authorized Representative Enforcement Date” means, with respect to any Non-Controlling Authorized
Representative, the date which is 180 days (throughout which 180 day period such Non-Controlling Authorized Representative was the Major Non-Controlling Authorized Representative) after the occurrence of both (i) an Event of Default (under
and as defined in the Other First Lien Agreement under which such Non-Controlling Authorized Representative is the Authorized Representative) and (ii) the Collateral Agent’s and each other
Authorized Representative’s receipt of written notice from such Non-Controlling Authorized Representative certifying that (x) such Non-Controlling Authorized Representative is the Major
Non-Controlling Authorized Representative and that an Event of Default (under and as defined in the Other First Lien Agreement under which such Non-Controlling Authorized Representative is the Authorized
Representative) has occurred and is continuing and (y) the First Lien Obligations of the Series with respect to which such Non-Controlling Authorized Representative is the Authorized Representative are
currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of the applicable Other First Lien Agreement; provided that the Non-Controlling Authorized Representative Enforcement
Date shall be stayed and shall not occur and shall be deemed not to have occurred with respect to any Shared Collateral (1) at any time the Applicable Authorized Representative or the Collateral Agent has commenced and is diligently pursuing
any enforcement action with respect to 

  
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such Shared Collateral or (2) at any time the Grantor that has granted a security interest in such Shared Collateral is then a debtor under or with respect to (or otherwise subject to) any
Insolvency or Liquidation Proceeding. 
 “Non-Controlling Secured Parties” means, with respect to any Shared
Collateral, the First Lien Secured Parties which are not Controlling Secured Parties with respect to such Shared Collateral. 

“Other First Lien Agreement” shall have the meaning given to the term “Other First Priority Agreement” by
the Collateral Agreement and shall include the Initial Other First Lien Agreement and, on and after the Credit Agreement Effective Date, the Credit Agreement. 

“Other First Lien Obligations” shall have the meaning given to the term “Other First Priority Obligations”
by the Collateral Agreement and shall include the Initial Other First Lien Obligations and, on and after the Credit Agreement Effective Date, the Credit Agreement Obligations. 

“Other First Lien Secured Party” means the holders of any Other First Lien Obligations and any Authorized
Representative with respect thereto and shall include the Initial Other First Lien Secured Parties and, on and after the Credit Agreement Effective Date, the Credit Agreement Secured Parties. 

“Possessory Collateral” means any Shared Collateral in the possession of the Collateral Agent (or its agents or
bailees), to the extent that possession thereof perfects a Lien thereon under the Uniform Commercial Code of any jurisdiction or otherwise. Possessory Collateral includes, without limitation, any Certificated Securities, Promissory Notes,
Instruments, and Chattel Paper, in each case, delivered to or in the possession of the Collateral Agent under the terms of the First Lien Security Documents. All capitalized terms used in this definition and not defined elsewhere in this Agreement
have the meanings assigned to them in the New York UCC. 
 “Proceeds” shall have the meaning assigned to such term
in Section 2.01(a). 
 “Refinance” means, in respect of any indebtedness, to refinance, extend, renew, defease,
amend, increase, modify, supplement, restructure, refund, replace or repay, or to issue other indebtedness or enter alternative financing arrangements, in exchange or replacement for such indebtedness (in whole or in part), including by adding or
replacing lenders, creditors, agents, borrowers and/or guarantors, and including in each case, but not limited to, after the original instrument giving rise to such indebtedness has been terminated and including, in each case, through any credit
agreement, indenture or other agreement. “Refinanced” and “Refinancing” have correlative meanings. 

“Secured Credit Document” means (i) the Existing First Lien Agreement, (ii) the Initial Other First Lien
Agreement and (iii) each Other First Lien Agreement, including, from and after the Credit Agreement Effective Date, the Credit Agreement and each other loan document entered into in connection therewith. 

  
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 ‘‘Series” means (a) with respect to the First Lien Secured
Parties, each of (i) the Existing First Lien Secured Parties (in their capacities as such), (ii) the Initial Other First Lien Secured Parties (in their capacity as such) and (iii) the Other First Lien Secured Parties that become
subject to this Agreement after the date hereof that are represented by a common Authorized Representative (in its capacity as such for such Other First Lien Secured Parties) and (b) with respect to any First Lien Obligations, each of
(i) the Existing First Lien Obligations, (ii) the Initial Other First Lien Obligations and (iii) the Other First Lien Obligations incurred pursuant to any Other First Lien Agreement (other than the Initial Other First Lien Agreement),
which pursuant to any Joinder Agreement, are to be represented hereunder by a common Authorized Representative (in its capacity as such for such Other First Lien Obligations). 

“Shared Collateral” means, at any time, Collateral in which the holders of two or more Series of First Lien
Obligations (or their respective Authorized Representatives or the Collateral Agent on behalf of such holders) hold a valid and perfected security interest or Lien (including, without limitation, in respect of equity interests of Foreign
Subsidiaries directly owned by any Grantor that have been pledged as Collateral) at such time. If more than two Series of First Lien Obligations are outstanding at any time and the holders of less than all Series of First Lien Obligations hold a
valid and perfected security interest or Lien in any Collateral at such time, then such Collateral shall constitute Shared Collateral for those Series of First Lien Obligations that hold a valid and perfected security interest or Lien in such
Collateral at such time and shall not constitute Shared Collateral for any Series which does not have a valid and perfected security interest or Lien in such Collateral at such time. 

ARTICLE II 
 Priorities
and Agreements with Respect to Shared Collateral 
 SECTION 2.01 Priority of Claims. 

(a) Anything contained herein or in any of the Secured Credit Documents to the contrary notwithstanding (but subject to
Section 1.01(b)), if an Event of Default has occurred and is continuing, and the Collateral Agent or any First Lien Secured Party is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of
any Shared Collateral in any Bankruptcy Case of any Grantor or any First Lien Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) with respect to any Shared Collateral, the proceeds of any sale,
collection or other liquidation of any such Collateral by any First Lien Secured Party or received by the Collateral Agent or any First Lien Secured Party pursuant to any such intercreditor agreement with respect to such Shared Collateral and
proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately following) to which the First Lien Obligations are entitled under any intercreditor agreement (other than this Agreement) (all proceeds of
any sale, collection or other liquidation of any Collateral and all proceeds of any such distribution being collectively referred to as “Proceeds”), shall be applied by the Collateral Agent in the order specified in
Section 4.02 of the Collateral Agreement. Notwithstanding the  

  
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foregoing, with respect to any Shared Collateral for which a third party (other than a First Lien Secured Party and, without limiting the foregoing, after taking into account the effect of
any applicable intercreditor agreements) has a lien or security interest that is junior in priority to the security interest of any Series of First Lien Obligations but senior (as determined by appropriate legal proceedings in the case of any
dispute) to the security interest of any other Series of First Lien Obligations (such third party an “Intervening Creditor”), the value of any Shared Collateral or Proceeds which are allocated to such Intervening Creditor shall be
deducted on a ratable basis solely from the Shared Collateral or Proceeds to be distributed in respect of the Series of First Lien Obligations with respect to which such Impairment exists. 

(b) It is acknowledged that the First Lien Obligations of any Series may, subject to the limitations set forth in the then extant Secured
Credit Documents, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in
Section 2.01(a) or the provisions of this Agreement defining the relative rights of the First Lien Secured Parties of any Series. 

(c) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of First Lien
Obligations granted on the Shared Collateral and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, or any other applicable law or the Secured Credit Documents or any defect or deficiencies in the Liens securing the
First Lien Obligations of any Series or any other circumstance whatsoever (but, in each case, subject to Section 1.01(b) hereof), each First Lien Secured Party hereby agrees that the Liens securing each Series of First Lien Obligations on any
Shared Collateral shall be of equal priority. 
 SECTION 2.02 Actions with Respect to Shared Collateral; Prohibition on Contesting
Liens. 
 (a)With respect to any Shared Collateral, (i) notwithstanding Section 2.01, only the Collateral Agent shall act or
refrain from acting with respect to the Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral), and then only on the instructions of the Applicable Authorized Representative, (ii) the
Collateral Agent shall not follow any instructions with respect to such Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral) from any Non-Controlling
Authorized Representative (or any other First Lien Secured Party other than the Applicable Authorized Representative) and (iii) no Non-Controlling Authorized Representative or other First Lien Secured Party (other than the Applicable Authorized
Representative) shall, or shall instruct the Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any
action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any Shared Collateral
(including with respect to any intercreditor agreement with respect to any Shared Collateral), whether 

  
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under any First Lien Security Document, applicable law or otherwise, it being agreed that only the Collateral Agent, acting on the instructions of the Applicable Authorized Representative and in
accordance with the applicable First Lien Security Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Shared Collateral. Notwithstanding the equal priority of the Liens, the Collateral Agent (acting
on the instructions of the Applicable Authorized Representative) may deal with the Shared Collateral as if such Applicable Authorized Representative had a senior Lien on such Collateral. No Non-Controlling Authorized Representative or
Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Collateral Agent, the Applicable Authorized Representative or the Controlling Secured Party or any other exercise by the Collateral
Agent, the Applicable Authorized Representative or the Controlling Secured Party of any rights and remedies relating to the Shared Collateral or to cause the Collateral Agent to do so. The foregoing shall not be construed to limit the rights and
priorities of any First Lien Secured Party, Collateral Agent or any Authorized Representative with respect to any Collateral not constituting Shared Collateral. 

(b) Each of the Authorized Representatives agrees that it will not accept any Lien on any Collateral for the benefit of any Series of First
Lien Obligations (other than funds deposited for the discharge or defeasance of any Other First Lien Agreement) other than pursuant to the First Lien Security Documents, and by executing this Agreement (or a Joinder Agreement), each Authorized
Representative and the Series of First Lien Secured Parties for which it is acting hereunder agree to be bound by the provisions of this Agreement and the other First Lien Security Documents applicable to it. 

(c) Each of the First Lien Secured Parties agrees that it will not (and hereby waives any right to) contest or support any other Person in
contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any of the First Lien Secured Parties in all or any part of the Collateral, or
the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair (i) the rights of any of the Collateral Agent or any Authorized Representative to enforce this Agreement or (ii) the
rights of any First Lien Secured Party from contesting or supporting any other Person in contesting the enforceability of any Lien purporting to secure First Lien Obligations constituting unmatured interest pursuant to Section 502(b)(2) of the
Bankruptcy Code. 
 SECTION 2.03 No Interference; Payment Over. 

(a) Each First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of
any First Lien Obligations of any Series or any First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First Lien Security Document or the validity or enforceability of the priorities, rights or duties
established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Secured Party from challenging or questioning the


  
 11 








 
validity or enforceability of any First Lien Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code;
(ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the
Shared Collateral by the Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Collateral Agent or any other First Lien Secured Party to exercise any right, remedy or power with respect
to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Collateral Agent or any other First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral,
(iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Collateral Agent or any other First Lien Secured Party seeking damages from or other relief by way of specific
performance, instructions or otherwise with respect to any Shared Collateral, and none of the Collateral Agent, any Applicable Authorized Representative or any other First Lien Secured Party shall be liable for any action taken or omitted to be
taken by the Collateral Agent, such Applicable Authorized Representative or other First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any
right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the
enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Collateral Agent or any other First Lien Secured Party to enforce this Agreement. 

(b) Each First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or
payment in respect of any such Shared Collateral, pursuant to any First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of
remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First Lien Secured
Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Collateral Agent, to be distributed by the Collateral Agent in accordance with the provisions of Section 2.01(a) hereof. 

SECTION 2.04 Automatic Release of Liens; Amendments to First Lien Security Documents. 

(a) If, at any time any Shared Collateral is transferred to a third party or otherwise disposed of, in each case, in connection with any
enforcement by the Collateral Agent in accordance with the provisions of this Agreement, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Collateral Agent for the benefit of each Series
of First Lien Secured Parties upon such Shared Collateral will automatically be released and discharged upon final conclusion of foreclosure proceeding; provided that any proceeds of any Shared Collateral realized therefrom shall be applied
pursuant to Section 2.01 hereof. 

  
 12 








 (b) Each First Lien Secured Party agrees that the Collateral Agent may enter into any amendment
(and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document (including, without limitation, to release Liens securing any Series of First Lien Obligations) so
long as such amendment, subject to clause (d) below, is permitted by the terms of each then extant Secured Credit Document. Additionally, each First Lien Secured Party agrees that the Collateral Agent may enter into any amendment (and, upon
request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document solely as such First Lien Security Document relates to a particular Series of First Lien Obligations
(including, without limitation, to release Liens securing such Series of First Lien Obligations) so long as (x) such amendment is in accordance with the Secured Credit Document pursuant to which such Series of First Lien Obligations was
incurred and (y) such amendment does not adversely affect the First Lien Secured Parties of any other Series. 
 (c) Each Authorized
Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such authorizations and other instruments as shall reasonably be requested by the Collateral Agent to evidence and confirm any release of Shared
Collateral or amendment to any First Lien Security Document provided for in this Section. 
 (d) In determining whether an amendment to any
First Lien Security Document is permitted by this Section 2.04, the Collateral Agent may conclusively rely on a certificate of an officer of the Company stating in good faith that such amendment is permitted by Section 2.04(b) above. 

SECTION 2.05 Certain Agreements with Respect to Bankruptcy or Insolvency Proceedings. 

(a) This Agreement shall continue in full force and effect notwithstanding the commencement of any proceeding under the Bankruptcy Code or any
other Federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against the Company or any of its subsidiaries. 

(b) If any Grantor shall become subject to a case (a “Bankruptcy Case”) under the Bankruptcy Code and shall, as
debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or the use of cash
collateral under Section 363 of the Bankruptcy Code, each First Lien Secured Party (other than any Controlling Secured Party or any Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection to any such
financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”) or to any use of cash collateral that constitutes Shared Collateral, unless any Controlling Secured Party, or an Authorized
Representative of any Controlling Secured Party, shall then oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral (and (i) to the extent that such DIP Financing Liens are senior to the Liens on any such
Shared Collateral for the benefit of the Controlling Secured Parties, each Non-Controlling 

  
 13 








 
Secured Party will subordinate its Liens with respect to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any First Lien Secured
Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank pari passu with the Liens on any such Shared Collateral granted to secure the First Lien Obligations of the
Controlling Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the First Lien Secured Parties of each Series retain the
benefit of their Liens on all such Shared Collateral pledged to the DIP Lenders, including proceeds thereof arising after the commencement of such proceeding, with the same priority vis-a-vis all the other First Lien Secured Parties (other than any
Liens of the First Lien Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the Bankruptcy Case, (B) the First Lien Secured Parties of each Series are granted Liens on any additional collateral pledged to
any First Lien Secured Parties as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, with the same priority vis-a-vis the First Lien Secured Parties as set forth in this Agreement, (C) if any
amount of such DIP Financing or cash collateral is applied to repay any of the First Lien Obligations, such amount is applied pursuant to Section 2.01(a) of this Agreement, and (D) if any First Lien Secured Parties are granted adequate
protection, including in the form of periodic payments, in connection with such DIP Financing or use of cash collateral, the proceeds of such adequate protection is applied pursuant to Section 2.01(a) of this Agreement; provided that the
First Lien Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the First Lien Secured Parties of such Series or its Authorized Representative
that shall not constitute Shared Collateral; and provided, further, that the First Lien Secured Parties receiving adequate protection shall not object to any other First Lien Secured Party receiving adequate protection comparable to
any adequate protection granted to such First Lien Secured Parties in connection with a DIP Financing or use of cash collateral. 
 SECTION
2.06 Reinstatement. In the event that any of the First Lien Obligations shall be paid in full and such payment or any part thereof shall subsequently, for whatever reason (including an order or judgment for disgorgement of a preference under
Title 11 of the United States Code, or any similar law, or the settlement of any claim in respect thereof), be required to be returned or repaid, the terms and conditions of this Article II shall be fully applicable thereto until all such First Lien
Obligations shall again have been paid in full in cash. 
 SECTION 2.07 Insurance. As between the First Lien Secured Parties, the
Collateral Agent, acting at the direction of the Applicable Authorized Representative, shall have the right to adjust or settle any insurance policy or claim covering or constituting Shared Collateral in the event of any loss thereunder and to
approve any award granted in any condemnation or similar proceeding affecting the Shared Collateral. 

  
 14 








 SECTION 2.08 Refinancings. The First Lien Obligations of any Series may be Refinanced, in
whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any Secured Credit Document) of any First Lien Secured Party of any other Series, all
without affecting the priorities provided for herein or the other provisions hereof; provided that the Authorized Representative of the holders of any such Refinancing indebtedness shall have executed a Joinder Agreement on behalf of the
holders of such Refinancing indebtedness. 
 SECTION 2.09 Possessory Collateral Agent as Gratuitous Bailee for Perfection. 

(a) The Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Collateral in its
possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such
Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. Pending delivery to the Collateral Agent, each other Authorized Representative
agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the
security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. 

(b) The duties or responsibilities of the Collateral Agent and each other Authorized Representative under this Section 2.09 shall be
limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein. 

ARTICLE III 
 Existence
and Amounts of Liens and Obligations 
 Whenever the Collateral Agent or any Authorized Representative shall be required, in connection
with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any First Lien Obligations of any Series, or the Shared Collateral subject to any Lien securing the First Lien Obligations of
any Series, it may request that such information be furnished to it in writing by each other Authorized Representative and shall be entitled to make such determination on the basis of the information so furnished; provided, however,
that if an Authorized Representative shall fail or refuse reasonably promptly to provide the requested information, the requesting Collateral Agent or Authorized Representative shall be entitled to make any such determination or not make any
determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Company. The Collateral Agent and each Authorized Representative may rely conclusively, and shall be fully
protected in so relying, on any determination made by it 

  
 15 








 
in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any Grantor, any First Lien Secured
Party or any other person as a result of such determination. 
 ARTICLE IV 

The Collateral Agent 

SECTION 4.01 Appointment and Authority. 

(a) Each of the First Lien Secured Parties hereby irrevocably appoints Wilmington Trust, National Association (and any successor thereto,
including the Administratrive Agent) to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Security Documents and authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers
as are delegated to the Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with
such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 4.05 for purposes of holding or
enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder at the direction of the Applicable Authorized Representative), shall be
entitled to the benefits of all provisions of this Article IV and Section 7.07 of the Existing First Lien Agreement and the equivalent provision of any Other First Lien Agreement (as though such co-agents, sub-agents and attorneys-in-fact were
the “Collateral Agent” under the First Lien Security Documents) as if set forth in full herein with respect thereto. 
 (b) Each
Non-Controlling Secured Party acknowledges and agrees that the Collateral Agent shall be entitled, for the benefit of the First Lien Secured Parties, to sell, transfer or otherwise dispose of or deal with any Shared Collateral as provided herein and
in the First Lien Security Documents, without regard to any rights to which the Non-Controlling Secured Parties would otherwise be entitled as a result of the Non-Controlling Secured Obligations. Without limiting the foregoing, each Non-Controlling
Secured Party agrees that none of the Collateral Agent, the Applicable Authorized Representative or any other First Lien Secured Party shall have any duty or obligation first to marshal or realize upon any type of Shared Collateral (or any other
Collateral securing any of the First Lien Obligations), or to sell, dispose of or otherwise liquidate all or any portion of such Shared Collateral (or any other Collateral securing any First Lien Obligations), in any manner that would maximize the
return to the Non-Controlling Secured Parties, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the Non-Controlling Secured Parties from such
realization, sale, disposition or liquidation. Each of the First Lien Secured Parties waives any claim it may now or hereafter have against the Collateral Agent or the Authorized Representative of any other Series of First Lien Obligations or any
other First Lien Secured Party of any other Series arising out of 

  
 16 








 
(i) any actions which the Collateral Agent, any Authorized Representative or any First Lien Secured Party takes or omits to take (including, actions with respect to the creation, perfection
or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part
of the First Lien Obligations from any account debtor, guarantor or any other party) in accordance with the First Lien Security Documents or any other agreement related thereto or to the collection of the First Lien Obligations or the valuation,
use, protection or release of any security for the First Lien Obligations, (ii) any election by any Applicable Authorized Representative or any holders of First Lien Obligations, in any proceeding instituted under the Bankruptcy Code, of the
application of Section 1111(b) of the Bankruptcy Code or (iii) subject to Section 2.05 of this Agreement, any borrowing by, or grant of a security interest or administrative expense priority under Section 364 of the Bankruptcy
Code by, the Company or any of its subsidiaries, as debtor-in-possession. Notwithstanding any other provision of this Agreement, the Collateral Agent shall not accept any Shared Collateral in full or partial satisfaction of any First Lien
Obligations pursuant to Section 9-620 of the Uniform Commercial Code of any jurisdiction, without the consent of each Authorized Representative representing holders of First Lien Obligations for whom such Collateral constitutes Shared
Collateral. 
 SECTION 4.02 Rights as a First Lien Secured Party. The Person serving as the Collateral Agent hereunder shall have the
same rights and powers in its capacity as a First Lien Secured Party under any Series of First Lien Obligations that it holds as any other First Lien Secured Party of such Series and may exercise the same as though it were not the Collateral Agent
and the term “First Lien Secured Party” or “First Lien Secured Parties” or (as applicable) “Existing First Lien Secured Party”, “Existing First Lien Secured Parties”, “Credit Agreement Secured
Party”, “Credit Agreement Secured Parties”, “Other First Lien Secured Party” or “Other First Lien Secured Parties” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the
Person serving as the Collateral Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind
of business with the Company or any Subsidiary or other Affiliate thereof as if such Person were not the Collateral Agent hereunder and without any duty to account therefor to any other First Lien Secured Party. 

SECTION 4.03 Exculpatory Provisions. 

(a) The Collateral Agent shall not have any duties or obligations except those expressly set forth herein and in the other First Lien Security
Documents. Without limiting the generality of the foregoing, the Collateral Agent: 
 (i) shall not be subject to any
fiduciary or other implied duties of any kind or nature to any Person, regardless of whether an Event of Default has occurred and is continuing; 

  
 17 








 (ii) shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other First Lien Security Documents that the Collateral Agent is required to exercise as directed in writing by the Applicable Authorized
Representative; provided that the Collateral Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Collateral Agent to liability or that is contrary to any First Lien Security
Document or applicable law; 
 (iii) shall not, except as expressly set forth herein and in the other First Lien Security
Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Affiliates that is communicated to or obtained by the Person serving as the Collateral Agent or any of
its Affiliates in any capacity; 
 (iv) shall not be liable for any action taken or not taken by it (i) with the consent
or at the request of the Applicable Authorized Representative or (ii) in the absence of its own gross negligence or willful misconduct or (iii) in reliance on a certificate of an authorized officer of the Company stating that such action
is permitted by the terms of this Agreement. The Collateral Agent shall be deemed not to have knowledge of any Event of Default under any Series of First Lien Obligations unless and until notice describing such Event of Default is given to the
Collateral Agent by the Authorized Representative of such First Lien Obligations or the Company; 
 (v) shall not be
responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other First Lien Security Document, (ii) the contents of any certificate,
report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the
occurrence of any default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other First Lien Security Document or any other agreement, instrument or document, or the creation, perfection or priority of any
Lien purported to be created by the First Lien Security Documents, (v) the value or the sufficiency of any Collateral for any Series of First Lien Obligations, or (v) the satisfaction of any condition set forth in any Secured Credit
Document, other than to confirm receipt of items expressly required to be delivered to the Collateral Agent; 
 (vi) shall
not have any fiduciary duties or contractual obligations of any kind or nature under any Other First Lien Agreement (but shall be entitled to all protections provided to the Collateral Agent therein); 

(vii) with respect to the Existing First Lien Agreement, any Other First Lien Agreement or any First Lien Security Document,
may conclusively assume that the Grantors have complied with all of their obligations thereunder unless advised in writing by the Authorized Representative thereunder to the contrary specifically setting forth the alleged violation; and 

  
 18 








 (viii) may conclusively rely on any certificate of an officer of the Company
provided pursuant to Section 2.04(d) hereof. 
 (b) Each First Lien Secured Party acknowledges that, in addition to acting as
the initial Collateral Agent, Wilmington Trust, National Association also serves as trustee under the Existing First Lien Agreement and each First Lien Secured Party hereby agrees not to assert any claim (including as a result of any conflict of
interest) against Wilmington Trust, National Association, or any successor (including the Administrative Agent), arising from its role as representative under the Existing First Lien Agreement (or Credit Agreement, as applicable) so long as
Wilmington Trust, National Association or any such successor is either acting in accordance with the express terms of such documents or otherwise has not engaged in gross negligence or willful misconduct. 

SECTION 4.04 Reliance by Collateral Agent. The Collateral Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been
signed, sent or otherwise authenticated by the proper Person. The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for
relying thereon. The Collateral Agent may consult with legal counsel (who may include, but shall not be limited to counsel for the Company or counsel for the Applicable Authorized Representative), independent accountants and other experts selected
by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 

SECTION 4.05 Delegation of Duties. The Collateral Agent may perform any and all of its duties and exercise its rights and powers
hereunder or under any other First Lien Security Document by or through any one or more sub-agents appointed by the Collateral Agent. The Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and
powers by or through their respective Affiliates. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Affiliates of the Collateral Agent and any such sub-agent. 

SECTION 4.06 Resignation of Collateral Agent. The Collateral Agent may at any time give notice of its resignation as Collateral Agent
under this Agreement and the other First Lien Security Documents to each Authorized Representative and the Company. Upon receipt of any such notice of resignation, the Applicable Authorized Representative shall have the right (subject, unless an
Event of Default relating to a payment default or the commencement of an Insolvency or Liquidation Proceeding has occurred and is continuing, to the consent of the Company (not to be unreasonably withheld or delayed)), to appoint a successor, which
shall be a bank or trust company with an office in the United States, or an Affiliate of any such 

  
 19 








 
bank or trust company with an office in the United States. If no such successor shall have been so appointed by the Applicable Authorized Representative and shall have accepted such appointment
within 10 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the First Lien Secured Parties, appoint a successor Collateral Agent meeting the qualifications set forth above;
provided that if the Collateral Agent shall notify the Company and each Authorized Representative that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice
and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other First Lien Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of
the First Lien Secured Parties under any of the First Lien Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the First
Lien Secured Parties therein until such time as a successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative, any other First Lien Secured Parties or any
Grantor) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized
Representative appoints a successor Collateral Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Collateral Agent hereunder and under the First Lien Security Documents, such successor shall succeed
to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other First
Lien Security Documents (if not already discharged therefrom as provided above in this Section). After the retiring Collateral Agent’s resignation hereunder and under the First Lien Security Documents, the provisions of this Article,
Section 7.07 of the Existing First Lien Agreement and the equivalent provision of any Other First Lien Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while the retiring Collateral Agent was acting as Collateral Agent. Upon any notice of resignation of the Collateral Agent hereunder and under the other First Lien Security
Documents, the Company agrees to use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor of the retiring Collateral Agent under the First Lien Security Documents to the successor Collateral
Agent as promptly as practicable. 
 SECTION 4.07 Non-Reliance on Collateral Agent and Other First Lien Secured Parties. Each First
Lien Secured Party acknowledges that it has, independently and without reliance upon the Collateral Agent, any Authorized Representative or any other First Lien Secured Party or any of their Affiliates and based on such documents and information as
it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other Secured Credit Documents. Each First Lien Secured Party also acknowledges that it will, independently and without reliance upon the
Collateral Agent, any Authorized Representative or any other First Lien Secured Party or any of their Affiliates and based on such documents and information as it shall from time to time deem appropriate, continue to make its own 

  
 20 








 
decisions in taking or not taking action under or based upon this Agreement, any other Secured Credit Document or any related agreement or any document furnished hereunder or thereunder. 

SECTION 4.08 Collateral and Guaranty Matters. Each of the First Lien Secured Parties irrevocably authorizes the Collateral
Agent, at its option and in its discretion, 
 (a) to release any Lien on any property granted to or held by the Collateral
Agent under any First Lien Security Document in accordance with Section 2.04 of this Agreement or upon receipt of a written request from the Company stating that the releases of such Lien is permitted by the terms of each then extant Secured
Credit Document; 
 (b) to release any Grantor from its obligations under the First Lien Security Documents upon receipt of a
written request from the Company stating that such release is permitted by the terms of each then extant Secured Credit Document. 

ARTICLE V 

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

(a) if to the Collateral Agent, to it at: 

Wilmington Trust, National Association 

Global Capital Markets 
 50 South
Sixth Street 
 Suite 1290 

Minneapolis, Minnesota 55402 

Attention: Hexion Administrator 

Telephone: 612-217-5632 

Telecopier: 612-217-5651 
 E-mail:
jschweiger@wilmingtontrust.com; 
 (b) if to the Existing First Lien Representative, to it at: 

Wilmington Trust, National Association 

Global Capital Markets 
 50 South
Sixth Street 
 Suite 1290 

Minneapolis, Minnesota 55402 

Attention: Hexion Administrator 

Telephone: 612-217-5632 

Telecopier: 612-217-5651 
 E-mail:
jschweiger@wilmingtontrust.com; 

  
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 (c) if to the Initial Other Authorized Representative, to it at: 

Wilmington Trust, National Association 

Global Capital Markets 
 50 South
Sixth Street 
 Suite 1290 

Minneapolis, Minnesota 55402 

Attention: Hexion Administrator 

Telephone: 612-217-5632 

Telecopier: 612-217-5651 
 E-mail:
jschweiger@wilmingtontrust.com; 
 (d) if to any additional Other Authorized Representative, to it at the address set
forth in the applicable Joinder Agreement. 
 Any party hereto may change its address or telecopy number for notices and other communications hereunder by
notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt (if a Business Day) and on the next
Business Day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by telecopy or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed
(properly addressed) to such party as provided in this Section 5.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 5.01. As agreed to in writing among the Collateral Agent and
each Authorized Representative from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable person provided from time to time by such person. 

SECTION 5.02 Waivers; Amendment; Joinder Agreements. 

(a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.
The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any
event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party
hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances. 

  
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 (b) Neither this Agreement nor any provision hereof may be terminated, waived,
amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and the Collateral Agent. 

(c) Notwithstanding the foregoing, without the consent of any First Lien Secured Party, any Authorized Representative may
become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.01 of the Collateral Agreement and upon such execution and delivery, such Authorized Representative and the Other First Lien Secured Parties and
Other First Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the other First Lien Security Documents applicable thereto. 

SECTION 5.03 Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, as well as the other First Lien Secured Parties, all of whom are intended to be bound by, and to be third party beneficiaries of, this Agreement. 

SECTION 5.04 Survival of Agreement. All covenants, agreements, representations and warranties made by any party in this Agreement shall
be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement. 

SECTION 5.05 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which
when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. 

SECTION 5.06 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a
particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
 SECTION 5.07 Governing Law. This
Agreement shall be construed in accordance with and governed by the laws of the State of New York. 
 SECTION 5.08 Submission to
Jurisdiction; Waivers. The Collateral Agent and each Authorized Representative, on behalf of itself and the First Lien Secured Parties of the Series for whom it is acting, irrevocably and unconditionally: 

  
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 (a) submits for itself and its property in any legal action or proceeding
relating to this Agreement and the First Lien Security Documents, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the state and federal courts located in New York County and appellate
courts from any thereof; 
 (b) consents that any such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; 

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address referred to in Section 5.01 hereof; 

(d) agrees that nothing herein shall affect the right of any other party hereto (or any First Lien Secured Party) to effect
service of process in any other manner permitted by law; and 
 (e) waives, to the maximum extent not prohibited by law, any
right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages. 

SECTION 5.09 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. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATNE, 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 5.09. 
 SECTION 5.10 Headings. Article, Section and Annex
headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. 

SECTION 5.11 Conflicts. 

(a) In the event of any conflict between the terms of this Agreement and the terms of any of the other Secured Credit Documents or First Lien
Security Documents, the terms of this Agreement shall govern. 

  
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 (b) Notwithstanding Section 5.11(a) above, in the event of any conflict between the terms of
this Agreement and the terms of a Junior Priority Intercreditor Agreement, the terms of such Junior Priority Intercreditor Agreements, as applicable, shall govern. 

SECTION 5.12 Provisions Solely to Define Relative Rights. The provisions of this Agreement are and are intended solely for the purpose
of defining the relative rights of the First Lien Secured Parties in relation to one another. None of the Company, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this
Agreement (provided that nothing in this Agreement (other than Section 2.04, 2.05, 2.08, 2.09 or Article V) is intended to or will amend, waive or otherwise modify the provisions of the Existing First Lien Agreement or any Other First
Lien Agreements), and none of the Company or any other Grantor may rely on the terms hereof (other than Sections 2.04, 2.05, 2.08, 2.09 and Article V). Nothing in this Agreement is intended to or shall impair the obligations of any Grantor, which
are absolute and unconditional, to pay the First Lien Obligations as and when the same shall become due and payable in accordance with their terms. 

SECTION 5.13 Integration. This Agreement together with the other Secured Credit Documents and the First Lien Security Documents
represents the agreement of each of the Grantors and the First Lien Secured Parties with respect to the subject matter hereof and there are no promises, undertakings, representations or warranties by any Grantor, the Collateral Agent, any or any
other First Lien Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Secured Credit Documents or the First Lien Security Documents. 

[Remainder of this page intentionally left blank] 

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

			
	 WILMINGTON TRUST, NATIONAL

ASSOCIATION,
 as Collateral Agent

		
	By:		 /s/ Jane Schweiger

			Name: Jane Schweiger
			Title:   Vice President
	
	 WILMINGTON TRUST, NATIONAL

ASSOCIATION,
 as Existing First Lien
Representative

		
	By:		 /s/ Jane Schweiger

			Name: Jane Schweiger
			Title:   Vice President
	
	 WILMINGTON TRUST, NATIONAL

ASSOCIATION,
 as Initial Other Authorized
Representative

		
	By:		 /s/ Jane Schweiger

			Name: Jane Schweiger
			Title:   Vice President


 [First Lien Intercreditor Agreement]