**Exhibit 10.57**

COLLATERAL AGREEMENT 

dated and effective as of 

November 3, 2006, 

among 

HEXION SPECIALTY CHEMICALS, INC., 

each Subsidiary of Parent identified herein,

and 

Wilmington Trust Company,

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]  5
ARTICLE III.
 Pledge of Securities  5        SECTION 3.01.         Pledge  5        SECTION 3.02.         Delivery of the Pledged Collateral  6        SECTION 3.03.         Representations, Warranties and Covenants  7        SECTION 3.04.         Certification  8        SECTION 3.05.         Registration in Nominee Name; Denominations  9        SECTION 3.06.         Voting Rights; Dividends and Interest, etc  9
ARTICLE IV.
 Security Interests in Personal Property  11
        SECTION 4.01.
         Security Interest  11        SECTION 4.02.         Representations and Warranties  13        SECTION 4.03.         Covenants  15        SECTION 4.04.         Other Actions  17        SECTION 4.05.         Covenants Regarding Patent, Trademark and Copyright Collateral  18
ARTICLE V.
 Remedies  20        SECTION 5.01.         Remedies Upon Default  20        SECTION 5.02.         Application of Proceeds  21        SECTION 5.03.         Grant of License to Use Intellectual Property  22        SECTION 5.04.         Securities Act, etc  22        SECTION 5.05.         Registration, etc  23
ARTICLE VI.
 [Intentionally Omitted]  24
ARTICLE VII.
 Miscellaneous  24        SECTION 7.01.         Notices  24        SECTION 7.02.         Security Interest Absolute  24        SECTION 7.03.         Limitation By Law  24        SECTION 7.04.         Binding Effect; Several Agreement  24
 

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        SECTION 7.05.
         Successors and Assigns  25
        SECTION 7.06.
         Collateral Agent’s Fees and Expenses; Indemnification  25
        SECTION 7.07.
         Collateral Agent Appointed Attorney-in-Fact  26
        SECTION 7.08.
         GOVERNING LAW  27
        SECTION 7.09.
         Waivers; Amendment  27
        SECTION 7.10.
         WAIVER OF JURY TRIAL  28
        SECTION 7.11.
         Severability  28
        SECTION 7.12.
         Counterparts  28
        SECTION 7.13.
         Headings  29
        SECTION 7.14.
         Jurisdiction; Consent to Service of Process  29
        SECTION 7.15.
         Termination or Release  29
        SECTION 7.16.
         Additional Subsidiaries  30
        SECTION 7.17.
         Intercreditor Agreement  30
        SECTION 7.18.
         Senior Collateral Documents  31
        SECTION 7.19.
         Dutch Parallel Debt  31
        SECTION 7.20.
         ULC Shares  32
 

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Schedules 

 

Schedule I
  Commercial Tort Claims
Schedule II
  Pledged Stock; Debt Securities
Schedule III
  Intellectual PropertyExhibits  
Exhibit I
  Form of Supplement to the Collateral Agreement
 

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**COLLATERAL AGREEMENT** dated and effective as of November 3, 2006 (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 COMPANY**, as Collateral Agent (in such capacity, together its successors and assigns, the “Collateral Agent”) for the Secured Parties (as defined below). 

Reference is made to (a) the Indenture dated as of November 3, 2006 (as amended, restated, supplemented, waived or otherwise modified from timeto time, the “Indenture”), 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 WilmingtonTrust Company, as Trustee, and (b) the Intercreditor Agreement dated as of November 3, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Parent, eachSubsidiary 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 therespective 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 theIndenture also apply to this Agreement. 

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

“Account Debtor” means any person who is or who may become obligated to any Pledgor under, withrespect to or on account of an Account. 

“Additional Second Lien Obligations” has the meaning assigned to such term inSection 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 termCollateral Agent shall mean Wilmington Trust Company 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 accountcontrol 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 nowor 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 suchCopyright 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. 

“Existing Debentures” shall mean 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 Industrial Revenue Bonds” shall mean the Parish of Ascension, Louisiana,Industrial Revenue Bonds guaranteed by Parent outstanding on the date hereof. 

“Existing Notes” shall mean (a) theDebentures and (b) the Industrial Revenue Bonds, in each case outstanding on the date hereof. 

“Existing NotesDocuments” shall mean 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 inrespect thereof. 

“Federal Securities Laws” has the meaning assigned to such term in Section 5.04. 

“General Intangibles” means all “General Intangibles” as defined in the New York UCC, including all choses in action andcauses 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, contractrights (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” shall mean 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. 

 

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“Indenture” has the meaning assigned to such term in the preliminary statement of thisAgreement. 

“Indenture Documents” means (a) the Indenture, the Notes, this Agreement and the other Security Documentsand (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” shall mean 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 everykind 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 proprietarytechnical and business information, know-how, show-how or other data or information and all related documentation. 

“IntercreditorAgreement” has the meaning assigned to such term in the preliminary statement of this Agreement. 

“NotesObligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable by each of the Issuers to the Holders of the Notes under the documentation entered into in connection withthe Notes as they may exist from time to time, other than the Parallel Debt Notes Obligations; provided, however, that Obligations with respect to the Notes shall not include fees or indemnifications in favor of the Trustee and other thirdparties other than the Holders of the Notes. 

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

“Obligations” has the meaning assigned to such term in the Indenture as such termapplies with respect to the Notes. 

“Parallel Debt Notes Obligations” has the meaning assigned to such term inSection 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 anyinvention 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 ofthe United States or the equivalent thereof in any other 

 

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country, and all applications for letters patent of the United States or the equivalent thereof in any other country, including those listed on ScheduleIII, 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 thePledged 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 ULCShares” means Pledged Stock which are shares of a ULC. 

“Pledgor” shall mean 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 itsproperty is subject. 

“Secured Parties” means (a) the Collateral Agent, (b) each Holder, (c) thebeneficiaries 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 Second Lien Obligations (or the trustee or agentthereof) 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 nowor 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 oracquired, 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 

 

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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 renewalsthereof, 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. 

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, asecurity interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock shall be listed on Schedule II) and any otherEquity 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 EquityInterests 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 assecurity for Senior Lender Claims, (iii) any Equity Interests of a Subsidiary 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 tosuch Equity Interests, or (iv) any Equity Interests of any Indenture Restricted Subsidiary owned by the Parent or any Indenture Restricted Subsidiary (the Equity Interests pledged pursuant to this clause (a), the “PledgedStock”) 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 andother 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) requiringseparate financial statements of such Subsidiary 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 isreplaced 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 due to the fact that suchSubsidiary’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 suchrequirement; 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 

 

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other Equity Interests to constitute Pledged Stock without the filing with the SEC (or any other governmental agency) of separate financial statements ofsuch Subsidiary, 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 securitiescurrently issued to any Pledgor (which such 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 otherinstruments, if any, evidencing such debt 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 Documentsor 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 toSection 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 otherproceeds 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 inclauses (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 incidentalthereto, 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 (until the Discharge of Senior Lender Claims, the Intercreditor Agent), for the ratable benefit of the Secured Parties, anyand 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 (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 intercompanyIndebtedness incurred in the ordinary course of business in connection with the cash management operations and intercompany sales of Parent and each Subsidiary) owed to such Pledgor by any person to be evidenced by a duly executed promissory notethat is pledged and delivered to the Collateral Agent (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 LenderClaims, 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. 

 

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(c) Upon delivery to the Collateral Agent (until the Discharge of Senior Lender Claims, the IntercreditorAgent), (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 otherinstruments of transfer reasonably satisfactory to, following the Discharge of Senior Lender Claims, the Collateral Agent, and by such other instruments and documents as, following the Discharge of Senior Lender Claims, the Collateral Agent, mayreasonably request and (ii) all other property composing 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 onthe 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 ofSenior 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 parthereof; 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 theCollateral Agent, for the ratable benefit of the Secured Parties, that: 

(a) Schedule II correctly sets forth thepercentage 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 evidencingIndebtedness required to be delivered pursuant to Section 3.02(b); 

(b) the Pledged Stock to the best of eachPledgor’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 andclear 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 atransaction 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 orinterest thereto or therein against any and all Liens (other than Permitted Liens), however arising, of all persons; 

 

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(d) other than as set forth in the Indenture, and except for restrictions and limitationsimposed by the Indenture Documents, the Senior 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 anyoption, 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 ofa 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; 

(e) each Pledgor has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done orcontemplated; 

(f) other than as set forth in the Indenture or in the Senior Lender Documents, no consent or approval of anyGovernmental 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 PledgeAgreements, when any Pledged Securities (excluding any foreign stock not covered by a Foreign Pledge Agreement) are delivered to the Collateral Agent (until the Discharge of Senior Lender Claims, the Intercreditor Agent), for the ratable benefit ofthe 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 toPermitted 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 shallbe 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 YorkUCC 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 certificaterepresenting 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 (until the Discharge of Senior LenderClaims, the Intercreditor Agent) pursuant to the terms hereof. 

 

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SECTION 3.05. Registration in Nominee Name; Denominations. Following the Discharge of SeniorLender 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 thecase 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 assub-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 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 ofsmaller 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 theCollateral 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 rightshereunder: 

(i) Each Pledgor shall be entitled to exercise any and all voting and/or other consensual rights and powersinuring 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 anymanner 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 toexercise the same. 

(ii) The Collateral Agent shall promptly execute and deliver to each Pledgor, or cause to be executedand 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 toexercise pursuant to subparagraph (i) above. 

(iii) Each Pledgor shall be entitled to receive and retain any and alldividends, 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 otherwisepaid or distributed in accordance with, the terms and conditions 

 

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of the Indenture, the other Indenture Documents and applicable laws; provided that any noncash dividends, interest, principal or other distributionsthat 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 partthereof, 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 anyPledgor, 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 theCollateral Agent). 

(b) Except in the case of Pledged ULC Shares (in which case the Pledgors shall maintain all membership rights describedherein 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 therelevant 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 suchdividends, 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 itsother 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 theDischarge 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 theIntercreditor 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 beestablished 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 theCollateral 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 pursuantto 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 ofSenior 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 itis entitled to exercise pursuant to paragraph (a)(i) of this Section 3.06, and the obligations of the Collateral Agent 

 

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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 ratablebenefit 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 (asspecified 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 Defaulthas occurred and is continuing. 

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 CollateralAgent, 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 “SecurityInterest”) 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 acquireany 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; 

 

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(x) all Investment Property; 

(xi) all Letter of Credit Rights; 

(xii) all Commercial Tort Claims as described in Schedule I hereto; 

(xiii) all books andrecords pertaining to the Article 9 Collateral; and 

(xiv) to the extent not otherwise included, all proceeds, SupportingObligations 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. 

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 orownership, (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 Creditfor 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 suchPledgor 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 defaultunder, 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 havegranted 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, ineach 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 theconsent 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 LenderDocuments. 

(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevantjurisdiction 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 eachapplicable 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) inthe 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 theCollateral 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 “allproperty”. Each Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 

 

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The Collateral Agent is further authorized to file with the United States Patent and Trademark Office orUnited 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 Interestgranted 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. 

(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 toor arising out of the Article 9 Collateral. 

SECTION 4.02. Representations and Warranties. The Pledgors jointly and severallyrepresent and warrant to the Collateral Agent and the Secured Parties that: 

(a) Each Pledgor has good and valid rights in and title to theArticle 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 beendisclosed 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 byParent, 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 Article9 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 securityinterest 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 anypolitical 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 lawwith 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 applicationsare 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, theUnited States Patent and Trademark Office and the United States Copyright Office 

 

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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 caseof 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 perfectedsecurity 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 theUnited 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 perfectthe 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). 

(c) The Security Interest constitutes (i) a legal and valid security interest in all the Article 9 Collateral securing the payment and performanceof 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 statementor 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 toSection 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 andTrademark 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. Noneof 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 anyPledgor 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 whichany 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 anyCommercial Tort Claim individually in excess of $5,000,000 as of the Issue Date. 

(f) As of the Issue Date, all Accounts owned by thePledgors 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. 

 

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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 typeof 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 Agentwith 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 allfilings 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 9Collateral, 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. 

(b) Subject to the rights of such Pledgor under the Indenture Documents to dispose of Collateral, each Pledgor shall, at its own expense, usecommercially 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 prioritythereof against any Lien that is not a Permitted Lien. 

(c) Each Pledgor agrees, at its own expense, to execute, acknowledge, deliver andcause 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 andremedies 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 fixturefilings) 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 otherinstrument, such note or instrument shall be promptly pledged and delivered to the Collateral Agent (until the Discharge of Senior Lender Claims, the Intercreditor Agent), for the ratable benefit of the Secured Parties, duly endorsed in a mannerreasonably satisfactory, following the Discharge of Senior Lender Claims, to the Collateral Agent. 

Without limiting the generality of theforegoing, 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 oritem 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 suchCollateral, 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 totake 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 specificidentification of such Collateral. 

(d) Following the Discharge of Senior Lender Claims, after the occurrence of an Event of Default andduring the continuance thereof, the Collateral Agent shall have the right to verify under reasonable procedures the validity, amount, quality, 

 

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quantity, value, condition and status of, or any other matter relating to, the Article 9 Collateral, including, in the case of Accounts or Article 9Collateral 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 anyinformation it gains from such inspection or verification with any Secured Party. 

(e) Following the Discharge of Senior Lender Claims, atits 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 forthe 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 anyreasonable 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(e) shall be interpreted as excusing any Pledgor fromthe 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 otherencumbrances and maintenance as set forth herein or in the other Indenture Documents. 

(f) Each Pledgor (rather than the Collateral Agentor 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 Pledgorjointly 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. 

(g) 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 expresslypermitted 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 theIndenture 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 shallhave 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 inwriting). 

(h) Following the Discharge of Senior Lender Claims, none of the Pledgors will, without the Collateral Agent’s priorwritten 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 andconsistent with prudent business practices. 

 

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(i) 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 makingall 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, theCollateral 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 actionswith respect thereto as the Collateral Agent reasonably deems advisable. All sums disbursed by the Collateral Agent in connection with this Section 4.03(i), including reasonable attorneys’ fees, court costs, expenses and other chargesrelating 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’ssecurity 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 anamount 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 oftransfer 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 anddeliver 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 Dischargeof 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 theCollateral 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 substancereasonably 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 anyPledgor 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 Interestin 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 

 

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through a securities intermediary or commodity intermediary, such Pledgor shall promptly notify the Collateral Agent thereof and, at, following the Dischargeof 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 commodityintermediary, 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 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 theratable 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 withsuch 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 orcommodity 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 dealingrights, 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 theproceeds 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 anyPatent 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 anysuch Patent as necessary and sufficient to establish and preserve its rights under applicable patent laws. 

(b) Each Pledgor will, and willuse 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 ofabandonment 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 asrequired under applicable law and (iv) not knowingly use or knowingly permit its licensees’ use of such Trademark in violation of any third-party rights. 

 

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(c) Each Pledgor will, and will use its commercially reasonable efforts to cause its licensees or itssublicensees 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. 

(d) Each Pledgor shall notify the Collateral Agent promptly if it knows that any Patent, Trademark or Copyright material to the normal conduct of suchPledgor’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 andTrademark 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 aquarterly 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 Patentand 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 deliverany 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 andTrademark 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 therelevant 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 ofsuch 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 maintenancefees, 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 bematerially 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 alldamages, and take such other actions as are reasonably appropriate under the circumstances. 

 

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(h) Upon and during the continuance of an Event of Default following the Discharge of Senior LenderClaims, 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’sright, 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.

ARTICLE V. 

Remedies 

SECTION 5.01. Remedies Upon Default. In accordance with, and to the extent consistent with, the terms of the IntercreditorAgreement, 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 causethe 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 onan 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 tothe 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 theapplicable 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 theapplicable 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, uponcredit 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 theprospective 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 ofCollateral 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 soldabsolutely, 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 inthe future have under any rule of law or statute now existing or hereafter enacted. 

 

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The Collateral Agent shall give the applicable Pledgors 10 Business Days’ written notice (which eachPledgor 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 publicsale, 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 portionthereof, 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 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 shallnot 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 publicor 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 anysale 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 notincur 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 provisionsabove. 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, valuationor 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 treatedas 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 theCollateral 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 proceedby 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-appointedreceiver. 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 theproceeds, 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,

 

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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 Agenthereunder 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; 

SECOND, to the payment in full of the Obligations (the amounts so applied to be distributed among the Secured Parties prorata 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 shallhave 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 undera 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 notbe 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 remediesunder 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 othercompensation 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 licensereasonable 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 theright 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 Defaultfollowing 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 ofan Event of Default. 

SECTION 5.04. Securities Act, etc. In view of the position of the Pledgors in relation to the PledgedCollateral, 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 anysuch 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 

 

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Pledgor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Collateral Agent if theCollateral 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, theremay 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 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 orother 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 sellerthan 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 CollateralAgent, 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 asaforesaid 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 theprice at which the Collateral Agent sells. 

SECTION 5.05. Registration, etc. Each Pledgor agrees that, upon the occurrence andduring 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 anyof 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 suchaction 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 (includingreasonable 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 untruestatement 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 statedtherein 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 PledgedCollateral 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 theissuer of such Pledged Collateral to qualify, file or register, 

 

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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 keepeffective, 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 noadequate 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 5.05may be specifically enforced. 

ARTICLE VI. 

[Intentionally Omitted] 

ARTICLE VII. 

Miscellaneous 

SECTION 7.01. Notices. All communications and noticeshereunder 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 the Parent,with such notice to be given as provided in Section 13.02 of the Indenture. 

SECTION 7.02. Security Interest Absolute. Allrights 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 orenforceability 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 paymentof, 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 ornon-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 otherwiseconstitute 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, andall 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, inwhole or in part, or not entitled to be recorded, registered or filed under the provisions of any applicable law. 

SECTION 7.04. BindingEffect; 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 

 

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counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such party and the Collateral Agent andtheir 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 toassign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Indenture. This Agreement shall beconstrued 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 partyhereunder. 

SECTION 7.05. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, suchreference 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 tothe 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 pursuantto 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 theCollateral 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 successorCollateral 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 inassigning 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 heretoagree 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 deliveryof 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 transactionscontemplated 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 nonappealablejudgment to have resulted from the gross negligence or willful misconduct of the Collateral Agent. 

 

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(c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and bythe 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 transactionscontemplated 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 anyother Secured Party. All amounts due under this Section 7.06 shall be payable on written demand therefor. 

SECTION 7.07. CollateralAgent 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 theCollateral 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, theCollateral 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 nameof 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 paymentof, 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 orproceedings 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 defendany 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 werethe 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 anypayment 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. TheCollateral 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 beresponsible 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 ofany Pledged Stock issued by any company organized under the laws of the Netherlands. 

 

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SECTION 7.08. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDERTHIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 

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 underany 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 otheror 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 anyrights, 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) ofthis 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 suchwaiver, amendment or modification is to apply, subject to any consent required in accordance with Article 9 of the Indenture. 

(c) For thepurpose 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 the Parent, provided by theTrustee, 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 byArticle 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 thatParent 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 pursuantto 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 theCollateral 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 theIndenture 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. 

 

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(d) Upon the Incurrence of Pari Passu Indebtedness secured by Liens permitted under the Indenture, whichliens are intended to rank equal in priority with the Liens granted under this Agreement (“Additional Second Lien Obligations”), the holders of such Pari Passu Indebtedness or the trustee or agent on behalf of such holders shallexecute 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 mayprovide for the appointment of the Collateral Agent as agent for such holder(s) 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 theexecution 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 thesame 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 Partyhereunder (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 ofthis 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 ATRIAL 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 ANYOTHER 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 INTOTHIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.10. 

SECTION 7.11. Severability. Inthe 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 provisionscontained 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 whichcomes as close as possible to that of the invalid, illegal or unenforceable provisions. 

SECTION 7.12. Counterparts. This Agreementmay 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 executedcounterpart to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed original. 

 

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SECTION 7.13. Headings. Article and Section headings and the Table of Contents used herein are forconvenience 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 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 ofAmerica 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 theparties 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 theparties 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 anyright 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 objectionwhich 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 herebyirrevocably 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 toserve 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 Documentssecuring 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 cashor 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 foreignsecurity 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 toinclude, 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). 

 

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(b) A Subsidiary Party shall automatically be released from its obligations hereunder and the securityinterests 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 otherwiseceases 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. 

(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 (includingin connection with an Event of Loss), 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 beautomatically released. 

(d) In the case of a Pledgor making a Permitted Transfer that is permitted by clause (y) of the lastparagraph 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 Collateralshall be automatically released from the security interest in such Collateral to the extent provided therein. 

(f) In connection with anytermination 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 shallreasonably 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 nottheretofore 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 that is required to become a partyhereto by Section 4.15 of the Indenture of an instrument in the form of Exhibit I hereto, such subsidiary shall become a Subsidiary Party hereunder with the same force and effect as if originally named as a Subsidiary Party herein. Theexecution 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 anynew party to this Agreement. 

SECTION 7.17. Intercreditor Agreement. Notwithstanding anything herein to the contrary, (i) theliens 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 collateralagent (and its permitted successors), pursuant to the Second Amended and Restated Collateral Agreement dated as of November 3, 2006 (as further amended, restated, supplemented or otherwise modified from time to time), by and among Hexion LLC,Parent, certain subsidiaries of Parent, and 

 

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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 Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and theterms of this Agreement, the terms of the Intercreditor Agreement shall govern. 

SECTION 7.18. Senior Collateral Documents. TheCollateral 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 orrefrain 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 theterms and provisions of the Senior Lender Documents. 

SECTION 7.19. Dutch Parallel Debt. 

(a) Each of the Issuers 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, whichmay 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 thisAgreement hereby acknowledges that: (i) the Parallel Debt Notes Obligations constitutes undertakings, obligations and liabilities of the Issuers to the Collateral Agent which are transferable and independent from, and without prejudice to, thecorresponding 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 Issuers, it being understood, that theamounts which may become due and payable by the Issuers 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 Issuers in respect ofthe Parallel Debt Notes Obligations and the claims of any or more of the Holders against the Issuers in respect of the Notes Obligations payable to the Holders do not constitute common property (*een gemeenschap*) within the meaning of Article3:166 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 theHolders 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 3:168NCC. 

 

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(e) For the avoidance of doubt, the parties hereto confirm that this Agreement is not to be construed asan 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 tothe relationship between the Holders and the Collateral Agent on the one hand, and the Issuers as debtors 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 Agentshall 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 ReceivedAmount. 

SECTION 7.20. ULC Shares. Notwithstanding any provisions to the contrary contained in this Agreement or any other documentor 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 effectivelytransferred 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 ascollateral 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 theCollateral 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 partieshereto 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 tothe 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 ofconstituting 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 orrendering 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 ULCShares 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 ofPledged 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 orindirectly, any dividends, property or other distributions from the issuer of Pledged ULC Shares by reason of the Collateral Agent holding a security interest in the Pledged ULC Shares; or (e) act as a 

 

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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 theissuer of Pledged ULC Shares or vote the Pledged ULC Shares. 

[Signature Page Follows] 

 

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

 
HEXION SPECIALTY CHEMICALS, INC.,By: 
 
Name: Title: [DOMESTIC SUBSIDIARY LOAN PARTIES]By: 
 
Name: Title: 
Notes Collateral Agreement 

WILMINGTON TRUST COMPANY, as Collateral AgentBy: 
 
Name: Title: 
Notes Collateral Agreement 

Exhibit I 

to Collateral Agreement 

SUPPLEMENT NO.             dated as of                          (this“Supplement”), to the Collateral Agreement dated as of November 3, 2006 (the “Collateral Agreement”), among HEXION SPECIALTY CHEMICALS, INC., a New Jersey corporation, each Subsidiary Party party thereto andWILMINGTON TRUST COMPANY, 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 November 3, 2006 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Indenture”), among Hexion SpecialtyChemicals, Inc. (“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. 

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in theIndenture and the Collateral Agreement referred to therein. 

C. Section 7.16 of the Collateral Agreement provides that additionalSubsidiaries may become Subsidiary Parties under the Collateral Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the “New Subsidiary”) is executing this Supplement inaccordance with the requirements of the Indenture to become a Subsidiary Party under the Collateral Agreement. 

Accordingly, the CollateralAgent and the New Subsidiary agree as follows: 

SECTION 1. In accordance with Section 7.16 of the Collateral Agreement, the NewSubsidiary 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 thereunderare 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 tothe 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 (asdefined 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 herebyincorporated herein by reference. 

SECTION 2. The New Subsidiary represents and warrants to the Collateral Agent and the other SecuredParties 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 suchenforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing. 

SECTION3. 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) theCollateral 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 byfacsimile transmission shall be as effective as delivery of a manually signed counterpart of this Supplement. 

SECTION 4. The NewSubsidiary 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 onSchedule II attached hereto is a true and correct schedule of all the Pledged Stock of the New Subsidiary, (c) set forth on Schedule III attached hereto is a true and correct schedule of all Intellectual Property 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 GOVERNEDBY THE LAWS OF THE STATE OF NEW YORK.**

SECTION 7. In the event any one or more of the provisions contained in this Supplementshould 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 partiesshall 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 CollateralAgreement. 

SECTION 9. The New Subsidiary agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses inconnection 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 theCollateral Agreement as of the day and year first above written. 

 
[Name of New Subsidiary]By: 
 
Name: Title: Legal Name:Jurisdiction of Formation:Location of ChiefExecutive Office:
 

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WILMINGTON TRUST COMPANY, as Collateral AgentBy: 
 
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