First Lien Intercreditor Agreement



 Exhibit 10.2 
 EXECUTION VERSION 
 FIRST LIEN INTERCREDITOR AGREEMENT 

dated as of 

March 14, 2012 
 among 
 JPMORGAN CHASE BANK, N.A., 

as Collateral Agent, 
 JPMORGAN CHASE BANK, N.A., 
 as Authorized Representative under the Credit
Agreement, 
 WILMINGTON TRUST, NATIONAL ASSOCIATION 
 as the Initial Other Authorized Representative, 
 and 

each additional Authorized Representative from time to time party hereto 







 EXECUTION VERSION 
 TABLE OF CONTENTS 
  

							
	 	  	 	  	Page	 
		
	ARTICLE I	  			
		
	DEFINITIONS	  			
			
	 SECTION 1.01
	  	 Construction; Certain Defined Terms
	  	 	1	  
		
	ARTICLE II	  			
		
	PRIORITIES AND AGREEMENTS WITH RESPECT TO SHARED COLLATERAL	  			
			
	 SECTION 2.01
	  	 Priority of Claims
	  	 	8	  
	 SECTION 2.02
	  	 Actions with Respect to Shared Collateral; Prohibition on Contesting Liens
	  	 	9	  
	 SECTION 2.03
	  	 No Interference; Payment Over
	  	 	10	  
	 SECTION 2.04
	  	 Automatic Release of Liens; Amendments to First Lien Security Documents
	  	 	11	  
	 SECTION 2.05
	  	 Certain Agreements with Respect to Bankruptcy or Insolvency Proceedings
	  	 	12	  
	 SECTION 2.06
	  	 Reinstatement
	  	 	13	  
	 SECTION 2.07
	  	 Insurance
	  	 	13	  
	 SECTION 2.08
	  	 Refinancings
	  	 	13	  
	 SECTION 2.09
	  	 Possessory Collateral Agent as Gratuitous Bailee for Perfection
	  	 	13	  
		
	ARTICLE III	  			
		
	EXISTENCE AND AMOUNTS OF LIENS AND OBLIGATIONS	  			
		
	ARTICLE IV	  			
		
	THE COLLATERAL AGENT	  			
			
	 SECTION 4.01
	  	 Appointment and Authority
	  	 	14	  
	 SECTION 4.02
	  	 Rights as a First Lien Secured Party
	  	 	16	  
	 SECTION 4.03
	  	 Exculpatory Provisions
	  	 	16	  
	 SECTION 4.04
	  	 Reliance by Collateral Agent
	  	 	17	  
	 SECTION 4.05
	  	 Delegation of Duties
	  	 	18	  
	 SECTION 4.06
	  	 Resignation of Collateral Agent
	  	 	18	  
	 SECTION 4.07
	  	 Non-Reliance on Collateral Agent and Other First Lien Secured Parties
	  	 	19	  
	 SECTION 4.08
	  	 Collateral and Guaranty Matters
	  	 	19	  


  
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	ARTICLE V	  	 	 
		
	MISCELLANEOUS	  			
			
	 SECTION 5.01
	  	 Notices
	  	 	20	  
	 SECTION 5.02
	  	 Waivers; Amendment; Joinder Agreements
	  	 	21	  
	 SECTION 5.03
	  	 Parties in Interest
	  	 	21	  
	 SECTION 5.04
	  	 Survival of Agreement
	  	 	21	  
	 SECTION 5.05
	  	 Counterparts
	  	 	21	  
	 SECTION 5.06
	  	 Severability
	  	 	22	  
	 SECTION 5.07
	  	 Governing Law
	  	 	22	  
	 SECTION 5.08
	  	 Submission to Jurisdiction; Waivers
	  	 	22	  
	 SECTION 5.09
	  	 WAIVER OF JURY TRIAL
	  	 	22	  
	 SECTION 5.10
	  	 Headings
	  	 	23	  
	 SECTION 5.11
	  	 Conflicts
	  	 	23	  
	 SECTION 5.12
	  	 Provisions Solely to Define Relative Rights
	  	 	23	  
	 SECTION 5.13
	  	 Integration
	  	 	23	  


  
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 FIRST LIEN INTERCREDITOR AGREEMENT (as amended, restated, modified or supplemented from time
to time, this “Agreement”), dated as of March 14, 2012, among JPMORGAN CHASE BANK, N.A., as collateral agent for the First Lien Secured Parties (as defined below) (in such capacity and together with its successors in
such capacity, the “Collateral Agent”), JPMORGAN CHASE BANK, N.A., as Authorized Representative for the Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the
“Administrative Agent”), Wilmington Trust, National Association, as Authorized Representative for the Initial Other First Lien Secured Parties (in such capacity and together with its successors in such capacity, the
“Initial Other Authorized Representative”), and each additional Authorized Representative from time to time party hereto for the Other First Lien Secured Parties of the Series with respect to which it is acting in such
capacity. 
 In consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Collateral Agent, the Administrative Agent (for itself and on behalf of the Credit Agreement Secured Parties), the Initial Other Authorized Representative (for itself and on behalf of the Initial
Other First Lien Secured Parties) and each additional Authorized Representative (for itself and on behalf of the Other First Lien Secured Parties of the applicable Series) agree as follows: 

ARTICLE I 

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







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

“Agreement” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

 “Applicable Authorized Representative” means, with respect to any Shared Collateral, (i) until
the earlier of (x) the Discharge of Credit Agreement Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Administrative Agent and (ii) from and after the earlier of (x) the Discharge of Credit
Agreement Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Major Non-Controlling Authorized Representative. 
 “Authorized Representative” means (i) in the case of any Credit Agreement Obligations or the Credit Agreement Secured Parties, the Administrative Agent, (ii) in the case
of the Initial Other First Lien Obligations or the Initial Other First 

  
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Lien Secured Parties, the Initial Other Authorized Representative and (iii) in the case of any Series of Other First Lien Obligations or Other First Lien Secured Parties that become subject
to this Agreement after the date hereof, the Authorized Representative named for such Series in the applicable Joinder Agreement. 
 “Bankruptcy Case” shall have the meaning assigned to such term in Section 2.05(b). 
 “Bankruptcy Code” shall mean Title 11 of the United States Code, as amended. 
 “Bankruptcy Law” shall mean the Bankruptcy Code and any similar Federal, state or foreign law for the relief of debtors. 

“Borrowers” shall mean the Company, Momentive Specialty Chemicals Canada Inc. (f/k/a Hexion Specialty Chemicals
Canada, Inc.), Momentive Specialty Chemicals B.V. (f/k/a Hexion Specialty Chemicals B.V.), Momentive Specialty Chemicals UK Limited (f/k/a Hexion Specialty Chemicals UK Limited) and Borden Chemical UK Limited. 

“Collateral” means all assets and properties subject to Liens created pursuant to any First Lien Security
Document to secure one or more Series of First Lien Obligations. 
 “Collateral Agent” shall have the
meaning assigned to such term in the introductory paragraph hereof. 
 “Company” means Momentive
Specialty Chemicals Inc. (f/k/a Hexion Specialty Chemicals, Inc.), a New Jersey corporation, and its successor and assigns. 

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

“Credit Agreement” means that certain Third Amended and Restated Credit Agreement, dated as of January 29,
2010, among Holdings, the Borrowers, the lending institutions from time to time parties thereto, the Administrative Agent and the other parties thereto, as amended by the Third Incremental Facility Amendment, dated as of May 18, 2011, among
Holdings, the Borrowers, the lending institutions party thereto and the Administrative Agent, as further amended by the Incremental Assumption Agreement, dated as of the date hereof, among Holdings, the Borrowers, the lending institutions party
thereto and the Administrative Agent (and as further amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time). 
 “Credit Agreement Obligations” means the “Obligations” as defined in the Collateral Agreement other than “Other First Lien Obligations” pursuant to
clause (d) of such definition. 

  
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 “Credit Agreement Secured Parties” means the “Secured
Parties” as defined in the Credit Agreement. 
 “DIP Financing” shall have the meaning assigned to
such term in Section 2.05(b). 
 “DIP Financing Liens” shall have the meaning assigned to such term
in Section 2.05(b). 
 “DIP Lenders” shall have the meaning assigned to such term in
Section 2.05(b). 
 “Discharge” means, with respect to any Shared Collateral and any Series of
First Lien Obligations, the date on which such Series of First Lien Obligations is no longer secured by such Shared Collateral. The term “Discharged” shall have a corresponding meaning. 

“Discharge of Credit Agreement Obligations” means, with respect to any Shared Collateral, the Discharge of the
Credit Agreement Obligations with respect to such Shared Collateral; provided that the Discharge of Credit Agreement Obligations shall not be deemed to have occurred in connection with a Refinancing of such Credit Agreement Obligations with
additional First Lien Obligations secured by such Shared Collateral under an Other First Lien Agreement which has been designated in writing by the Administrative Agent (under the Credit Agreement so Refinanced) to the Collateral Agent and each
other Authorized Representative as the “Credit Agreement” for purposes of this Agreement. 
 “Event of
Default” shall have the meaning set forth in the Collateral Agreement. 
 “First Lien
Obligations” means, collectively, (i) the Credit Agreement Obligations and (ii) each Series of Other First Lien Obligations. 
 “First Lien Secured Parties” means (a) the Credit Agreement Secured Parties and (ii) the Other First Lien Secured Parties with respect to each Series of Other First Lien
Obligations. 
 “First Lien Security Documents” means the Collateral Agreement and each other agreement,
instrument or document entered into in favor of the Collateral Agent for purposes of securing any Series of First Lien Obligations. 
 “Grantors” means the Company and each Subsidiary or direct or indirect parent company of the Company which has granted a security interest pursuant to any First Lien Security
Document to secure any Series of First Lien Obligations. 
 “Holdings” shall mean Momentive Specialty
Chemicals Holdings LLC (f/k/a Hexion LLC). 

  
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 “Impairment” shall have the meaning assigned to such term in
Section 1.01(b). 
 “Initial Other Authorized Representative” shall have the meaning assigned to
such term in the introductory paragraph to this Agreement. 
 “Initial Other First Lien Agreement” means
that certain Indenture, dated as of the date hereof, among Hexion U.S. Finance Corp., as issuer, the guarantors named therein, and Wilmington Trust, National Association, as trustee. 

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

(2) any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to the Company
or any other Grantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or 
 (3) any other proceeding of any type or nature in which substantially all claims of creditors of the Company or any other Grantor are determined and any payment or distribution is or may be made on
account of such claims. 
 “Intervening Creditor” shall have the meaning assigned to such term in
Section 2.01(a). 
 “Joinder Agreement” means the documents required to be delivered by an
Authorized Representative to the Collateral Agent pursuant to Section 7.20 of the Collateral Agreement in order to create an additional Series of Other First Lien Obligations or a Refinancing of any Series of First Lien Obligations. 

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

  
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 “Major Non-Controlling Authorized Representative” means, with
respect to any Shared Collateral, the Authorized Representative of the Series of Other First Lien Obligations that constitutes the largest outstanding principal amount of any then outstanding Series of First Lien Obligations with respect to such
Shared Collateral. 
 “New York UCC” shall mean the Uniform Commercial Code as from time to time in
effect in the State of New York. 
 “Non-Controlling Authorized Representative” means, at any time with
respect to any Shared Collateral, any Authorized Representative that is not the Applicable Authorized Representative at such time with respect to such Shared Collateral. 
 “Non-Controlling Authorized Representative Enforcement Date” means, with respect to any Non-Controlling Authorized Representative, the date which is 180 days (throughout which
180 day period such Non-Controlling Authorized Representative was the Major Non-Controlling Authorized Representative) after the occurrence of both (i) an Event of Default (under and as defined in the Other First Lien Agreement under which such
Non-Controlling Authorized Representative is the Authorized Representative) and (ii) the Collateral Agent’s and each other Authorized Representative’s receipt of written notice from such Non-Controlling Authorized
Representative certifying that (x) such Non-Controlling Authorized Representative is the Major Non-Controlling Authorized Representative and that an Event of Default (under and as defined in the Other First Lien Agreement under which such
Non-Controlling Authorized Representative is the Authorized Representative) has occurred and is continuing and (y) the First Lien Obligations of the Series with respect to which such Non-Controlling Authorized Representative is the Authorized
Representative are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of the applicable Other First Lien Agreement; provided that the Non-Controlling Authorized
Representative Enforcement Date shall be stayed and shall not occur and shall be deemed not to have occurred with respect to any Shared Collateral (1) at any time the Administrative Agent or the Collateral Agent has commenced and is diligently
pursuing any enforcement action with respect to such Shared Collateral or (2) at any time the Grantor that has granted a security interest in such Shared Collateral is then a debtor under or with respect to (or otherwise subject to) any
Insolvency or Liquidation Proceeding. 
 “Non-Controlling Secured Parties” means, with respect to any
Shared Collateral, the First Lien Secured Parties which are not Controlling Secured Parties with respect to such Shared Collateral. 
 “Other First Lien Agreement” shall have the meaning given such term by the Collateral Agreement and shall include the Initial Other First Lien Agreement. 

“Other First Lien Obligations” shall have the meaning given such term by the Collateral Agreement and shall
include the Initial Other First Lien Obligations. 

  
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 “Other First Lien Secured Party” means the holders of any Other
First Lien Obligations and any Authorized Representative with respect thereto and shall include the Initial Other First Lien Secured Parties. 
 “Possessory Collateral” means any Shared Collateral in the possession of the Collateral Agent (or its agents or bailees), to the extent that possession thereof perfects a Lien
thereon under the Uniform Commercial Code of any jurisdiction or otherwise. Possessory Collateral includes, without limitation, any Certificated Securities, Promissory Notes, Instruments, and Chattel Paper, in each case, delivered to or in the
possession of the Collateral Agent under the terms of the First Lien Security Documents. All capitalized terms used in this definition and not defined elsewhere in this Agreement have the meanings assigned to them in the New York UCC. 

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

“Refinance” means, in respect of any indebtedness, to refinance, extend, renew, defease, amend, increase, modify,
supplement, restructure, refund, replace or repay, or to issue other indebtedness or enter alternative financing arrangements, in exchange or replacement for such indebtedness (in whole or in part), including by adding or replacing lenders,
creditors, agents, borrowers and/or guarantors, and including in each case, but not limited to, after the original instrument giving rise to such indebtedness has been terminated and including, in each case, through any credit agreement, indenture
or other agreement. “Refinanced” and “Refinancing” have correlative meanings. 

“Secured Credit Document” means (i) the Credit Agreement and the Loan Documents (as defined in the Credit
Agreement), (ii) the Initial Other First Lien Agreement and (iii) each Other First Lien Agreement. 

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

“Shared Collateral” means, at any time, Collateral in which the holders of two or more Series of First Lien
Obligations (or their respective Authorized Representatives or the Collateral Agent on behalf of such holders) hold a valid and perfected security interest or Lien (including, without limitation, in respect of equity interests of Foreign
Subsidiaries directly owned by any Grantor that have been pledged as Collateral) at such time. If more than two Series of First Lien Obligations are 

  
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outstanding at any time and the holders of less than all Series of First Lien Obligations hold a valid and perfected security interest or Lien in any Collateral at such time, then such Collateral
shall constitute Shared Collateral for those Series of First Lien Obligations that hold a valid and perfected security interest or Lien in such Collateral at such time and shall not constitute Shared Collateral for any Series which does not have a
valid and perfected security interest or Lien in such Collateral at such time. 
 ARTICLE II 

Priorities and Agreements with Respect to Shared Collateral 

SECTION 2.01 Priority of Claims. 
 (a) Anything contained herein or in any of the Secured Credit Documents to the contrary notwithstanding (but subject to Section 1.01(b)), if an Event of Default has occurred and is continuing, and
the Collateral Agent or any First Lien Secured Party is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor or any First Lien
Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) with respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation of any such Collateral by any First Lien Secured
Party or received by the Collateral Agent or any First Lien Secured Party pursuant to any such intercreditor agreement with respect to such Shared Collateral and proceeds of any such distribution (subject, in the case of any such distribution, to
the sentence immediately following) to which the First Lien Obligations are entitled under any intercreditor agreement (other than this Agreement) (all proceeds of any sale, collection or other liquidation of any Collateral and all proceeds of any
such distribution being collectively referred to as “Proceeds”), shall be applied by the Collateral Agent in the order specified in Section 5.02 of the Collateral Agreement. Notwithstanding the foregoing, with respect to
any Shared Collateral for which a third party (other than a First Lien Secured Party and, without limiting the foregoing, after taking into account the effect of any applicable intercreditor agreements) has a lien or security interest that is junior
in priority to the security interest of any Series of First Lien Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of First Lien Obligations (such third
party an “Intervening Creditor”), the value of any Shared Collateral or Proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Shared Collateral or Proceeds to be
distributed in respect of the Series of First Lien Obligations with respect to which such Impairment exists. 
 (b) It is
acknowledged that the First Lien Obligations of any Series may, subject to the limitations set forth in the then extant Secured Credit Documents, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded,
Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(a) or the provisions of this Agreement defining the relative rights of the First Lien Secured Parties of any Series.


  
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 (c) Notwithstanding the date, time, method, manner or order of grant, attachment or
perfection of any Liens securing any Series of First Lien Obligations granted on the Shared Collateral and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, or any other applicable law or the Secured Credit Documents
or any defect or deficiencies in the Liens securing the First Lien Obligations of any Series or any other circumstance whatsoever (but, in each case, subject to Section 1.01(b) hereof), each First Lien Secured Party hereby agrees that the Liens
securing each Series of First Lien Obligations on any Shared Collateral shall be of equal priority. 
 SECTION 2.02 Actions
with Respect to Shared Collateral; Prohibition on Contesting Liens. 
 (a) With respect to any Shared Collateral,
(i) notwithstanding Section 2.01, only the Collateral Agent shall act or refrain from acting with respect to the Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral), and then only
on the instructions of the Applicable Authorized Representative, (ii) the Collateral Agent shall not follow any instructions with respect to such Shared Collateral (including with respect to any intercreditor agreement with respect to any
Shared Collateral) from any Non-Controlling Authorized Representative (or any other First Lien Secured Party other than the Applicable Authorized Representative) and (iii) no Non-Controlling Authorized Representative or other First Lien Secured
Party (other than the Applicable Authorized Representative) shall or shall instruct the Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar
official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it
in respect of, any Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral), whether under any First Lien Security Document, applicable law or otherwise, it being agreed that only the Collateral
Agent, acting on the instructions of the Applicable Authorized Representative and in accordance with the applicable First Lien Security Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Shared
Collateral. Notwithstanding the equal priority of the Liens, the Collateral Agent (acting on the instructions of the Applicable Authorized Representative) may deal with the Shared Collateral as if such Applicable Authorized Representative had a
senior Lien on such Collateral. No Non-Controlling Authorized Representative or Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Collateral Agent, the Applicable Authorized
Representative or the Controlling Secured Party or any other exercise by the Collateral Agent, the Applicable Authorized Representative or the Controlling Secured Party of any rights and remedies relating to the Shared Collateral or to cause the
Collateral Agent to do so. The foregoing shall not be construed to limit the rights and priorities of any First Lien Secured Party, Collateral Agent or any Authorized Representative with respect to any Collateral not constituting Shared Collateral.


  
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 (b) Each of the Authorized Representatives agrees that it will not accept any Lien on any
Collateral for the benefit of any Series of First Lien Obligations (other than funds deposited for the discharge or defeasance of any Other First Lien Agreement) other than pursuant to the First Lien Security Documents, and by executing this
Agreement (or a Joinder Agreement), each Authorized Representative and the Series of First Lien Secured Parties for which it is acting hereunder agree to be bound by the provisions of this Agreement and the other First Lien Security Documents
applicable to it. 
 (c) Each of the First Lien Secured Parties agrees that it will not (and hereby waives any right to) contest
or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any of the First Lien Secured Parties in all or
any part of the Collateral, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair (i) the rights of any of the Collateral Agent or any Authorized Representative to enforce
this Agreement or (ii) the rights of any First Lien Secured Party from contesting or supporting any other Person in contesting the enforceability of any Lien purporting to secure First Lien Obligations constituting unmatured interest pursuant
to Section 502(b)(2) of the Bankruptcy Code. 
 SECTION 2.03 No Interference; Payment Over. 

(a) Each First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability
of any First Lien Obligations of any Series or any First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First Lien Security Document or the validity or enforceability of the priorities, rights or
duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Secured Party from challenging or questioning the validity or
enforceability of any First Lien Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code; (ii) it will not take or cause to be taken any action the
purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Collateral Agent, (iii) except as
provided in Section 2.02, it shall have no right to (A) direct the Collateral Agent or any other First Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor
agreement) or (B) consent to the exercise by the Collateral Agent or any other First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit,
bankruptcy, insolvency or other proceeding any claim against the Collateral Agent or any other First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared
Collateral, and none of the Collateral Agent, any Applicable Authorized Representative or any other First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Collateral Agent, such Applicable Authorized
Representative or other First Lien Secured Party with respect to 

  
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any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon
any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that
nothing in this Agreement shall be construed to prevent or impair the rights of any of the Collateral Agent or any other First Lien Secured Party to enforce this Agreement. 
 (b) Each First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to
any First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at
any time prior to the Discharge of each Series of First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or
payment, as the case may be, to the Collateral Agent, to be distributed by the Collateral Agent in accordance with the provisions of Section 2.01(a) hereof. 
 SECTION 2.04 Automatic Release of Liens; Amendments to First Lien Security Documents. 
 (a) If, at any time any Shared Collateral is transferred to a third party or otherwise disposed of, in each case, in connection with any enforcement by the Collateral Agent in accordance with the
provisions of this Agreement, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Collateral Agent for the benefit of each Series of First Lien Secured Parties upon such Shared Collateral
will automatically be released and discharged upon final conclusion of foreclosure proceeding; provided that any proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01 hereof. 

(b) Each First Lien Secured Party agrees that the Collateral Agent may enter into any amendment (and, upon request by the Collateral
Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document (including, without limitation, to release Liens securing any Series of First Lien Obligations) so long as such amendment, subject to
clause (d) below, is permitted by the terms of each then extant Secured Credit Document. Additionally, each First Lien Secured Party agrees that the Collateral Agent may enter into any amendment (and, upon request by the Collateral Agent, each
Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document solely as such First Lien Security Document relates to a particular Series of First Lien Obligations (including, without limitation, to release
Liens securing such Series of First Lien Obligations) so long as (x) such amendment is in accordance with the Secured Credit Document pursuant to which such Series of First Lien Obligations was incurred and (y) such amendment does not
adversely affect the First Lien Secured Parties of any other Series. 

  
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 (c) Each Authorized Representative agrees to execute and deliver (at the sole cost and
expense of the Grantors) all such authorizations and other instruments as shall reasonably be requested by the Collateral Agent to evidence and confirm any release of Shared Collateral or amendment to any First Lien Security Document provided for in
this Section. 
 (d) In determining whether an amendment to any First Lien Security Document is permitted by this
Section 2.04, the Collateral Agent may conclusively rely on a certificate of an officer of the Company stating in good faith that such amendment is permitted by Section 2.04(b) above. 

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

(a) This Agreement shall continue in full force and effect notwithstanding the commencement of any proceeding under the Bankruptcy Code
or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against the Company or any of its subsidiaries. 
 (b) If any Grantor shall become subject to a case (a “Bankruptcy Case”) under the Bankruptcy Code and shall, as debtor(s)-in-possession, move for approval of financing
(“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or the use of cash collateral under Section 363 of the Bankruptcy Code,
each First Lien Secured Party (other than any Controlling Secured Party or any Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection to any such financing or to the Liens on the Shared Collateral securing
the same (“DIP Financing Liens”) or to any use of cash collateral that constitutes Shared Collateral, unless any Controlling Secured Party, or an Authorized Representative of any Controlling Secured Party, shall then oppose
or object to such DIP Financing or such DIP Financing Liens or use of cash collateral (and (i) to the extent that such DIP Financing Liens are senior to the Liens on any such Shared Collateral for the benefit of the Controlling Secured Parties,
each Non-Controlling Secured Party will subordinate its Liens with respect to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any First Lien Secured Parties constituting DIP Financing
Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank pari passu with the Liens on any such Shared Collateral granted to secure the First Lien Obligations of the Controlling Secured Parties, each
Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the First Lien Secured Parties of each Series retain the benefit of their Liens on all such
Shared Collateral pledged to the DIP Lenders, including proceeds thereof arising after the commencement of such proceeding, with the same priority vis-a-vis all the other First Lien Secured Parties (other than any Liens of the First Lien Secured
Parties constituting DIP Financing Liens) as existed prior to the commencement of the Bankruptcy Case, (B) the First Lien Secured Parties of each Series are granted Liens on any additional collateral pledged to any First Lien Secured Parties as
adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, with the same priority vis-

  
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a-vis the First Lien Secured Parties as set forth in this Agreement, (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the First Lien Obligations, such
amount is applied pursuant to Section 2.01(a) of this Agreement, and (D) if any First Lien Secured Parties are granted adequate protection, including in the form of periodic payments, in connection with such DIP Financing or use of cash
collateral, the proceeds of such adequate protection is applied pursuant to Section 2.01(a) of this Agreement; provided that the First Lien Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the
DIP Financing over any Collateral subject to Liens in favor of the First Lien Secured Parties of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided, further, that the First Lien
Secured Parties receiving adequate protection shall not object to any other First Lien Secured Party receiving adequate protection comparable to any adequate protection granted to such First Lien Secured Parties in connection with a DIP Financing or
use of cash collateral. 
 SECTION 2.06 Reinstatement. In the event that any of the First Lien Obligations shall be paid
in full and such payment or any part thereof shall subsequently, for whatever reason (including an order or judgment for disgorgement of a preference under Title 11 of the United States Code, or any similar law, or the settlement of any claim in
respect thereof), be required to be returned or repaid, the terms and conditions of this Article II shall be fully applicable thereto until all such First Lien Obligations shall again have been paid in full in cash. 

SECTION 2.07 Insurance. As between the First Lien Secured Parties, the Collateral Agent, acting at the direction of the Applicable
Authorized Representative, shall have the right to adjust or settle any insurance policy or claim covering or constituting Shared Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar
proceeding affecting the Shared Collateral. 
 SECTION 2.08 Refinancings. The First Lien Obligations of any Series may be
Refinanced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any Secured Credit Document) of any First Lien Secured Party of any
other Series, all without affecting the priorities provided for herein or the other provisions hereof; provided that the Authorized Representative of the holders of any such Refinancing indebtedness shall have executed a Joinder Agreement on
behalf of the holders of such Refinancing indebtedness. 
 SECTION 2.09 Possessory Collateral Agent as Gratuitous Bailee for
Perfection. 
 (a) The Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part
of the Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security
interest granted in such Possessory Collateral, if any, pursuant to 

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

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

 ARTICLE III 
 Existence and Amounts of Liens and Obligations 
 Whenever the Collateral
Agent or any Authorized Representative shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any First Lien Obligations of any Series, or the Shared
Collateral subject to any Lien securing the First Lien Obligations of any Series, it may request that such information be furnished to it in writing by each other Authorized Representative and shall be entitled to make such determination on the
basis of the information so furnished; provided, however, that if an Authorized Representative shall fail or refuse reasonably promptly to provide the requested information, the requesting Collateral Agent or Authorized Representative
shall be entitled to make any such determination or not make any determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Company. The Collateral Agent and each
Authorized Representative may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction)
and shall have no liability to any Grantor, any First Lien Secured Party or any other person as a result of such determination. 

ARTICLE IV 

The Collateral Agent 
 SECTION 4.01 Appointment and Authority. 
 (a) Each of the First Lien
Secured Parties hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Security Documents and authorizes the Collateral Agent to take such actions on its
behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, 

  
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holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental
thereto. In this connection, the Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion
thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder at the direction of the Applicable Authorized Representative), shall be entitled to the benefits of all provisions of this Article
IV and Section 9.05 of the Credit Agreement and the equivalent provision of any Other First Lien Agreement (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” under the First Lien Security
Documents) as if set forth in full herein with respect thereto. 
 (b) Each Non-Controlling Secured Party acknowledges and
agrees that the Collateral Agent shall be entitled, for the benefit of the First Lien Secured Parties, to sell, transfer or otherwise dispose of or deal with any Shared Collateral as provided herein and in the First Lien Security Documents, without
regard to any rights to which the holders of the Non-Controlling Secured Obligations would otherwise be entitled as a result of such Non-Controlling Secured Obligations. Without limiting the foregoing, each Non-Controlling Secured Party agrees that
none of the Collateral Agent, the Applicable Authorized Representative or any other First Lien Secured Party shall have any duty or obligation first to marshal or realize upon any type of Shared Collateral (or any other Collateral securing any of
the First Lien Obligations), or to sell, dispose of or otherwise liquidate all or any portion of such Shared Collateral (or any other Collateral securing any First Lien Obligations), in any manner that would maximize the return to the
Non-Controlling Secured Parties, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the Non-Controlling Secured Parties from such realization,
sale, disposition or liquidation. Each of the First Lien Secured Parties waives any claim it may now or hereafter have against the Collateral Agent or the Authorized Representative of any other Series of First Lien Obligations or any other First
Lien Secured Party of any other Series arising out of (i) any actions which the Collateral Agent, any Authorized Representative or any First Lien Secured Party takes or omits to take (including, actions with respect to the creation, perfection
or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part
of the First Lien Obligations from any account debtor, guarantor or any other party) in accordance with the First Lien Security Documents or any other agreement related thereto or to the collection of the First Lien Obligations or the valuation,
use, protection or release of any security for the First Lien Obligations, (ii) any election by any Applicable Authorized Representative or any holders of First Lien Obligations, in any proceeding instituted under the Bankruptcy Code, of the
application of Section 1111(b) of the Bankruptcy Code or (iii) subject to Section 2.05 of this Agreement, any borrowing by, or grant of a security interest or administrative expense priority under Section 364 of the Bankruptcy
Code by, the Company or any of its subsidiaries, as debtor-in-possession. Notwithstanding any other provision of this Agreement, the Collateral Agent shall not accept any Shared Collateral in full or partial 

  
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satisfaction of any First Lien Obligations pursuant to Section 9-620 of the Uniform Commercial Code of any jurisdiction, without the consent of each Authorized Representative representing
holders of First Lien Obligations for whom such Collateral constitutes Shared Collateral. 
 SECTION 4.02 Rights as a First
Lien Secured Party. The Person serving as the Collateral Agent hereunder shall have the same rights and powers in its capacity as a First Lien Secured Party under any Series of First Lien Obligations that it holds as any other First Lien Secured
Party of such Series and may exercise the same as though it were not the Collateral Agent and the term “First Lien Secured Party” or “First Lien Secured Parties” or (as applicable) “Credit Agreement Secured Party”,
“Credit Agreement Secured Parties”, “Other First Lien Secured Party” or “Other First Lien Secured Parties” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving
as the Collateral Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business
with the Company or any Subsidiary or other Affiliate thereof as if such Person were not the Collateral Agent hereunder and without any duty to account therefor to any other First Lien Secured Party. 

SECTION 4.03 Exculpatory Provisions. 
 (a) The Collateral Agent shall not have any duties or obligations except those expressly set forth herein and in the other First Lien Security Documents. Without limiting the generality of the foregoing,
the Collateral Agent: 
 (i) shall not be subject to any fiduciary or other implied duties of any kind or nature
to any Person, regardless of whether an Event of Default has occurred and is continuing; 
 (ii) shall not have
any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other First Lien Security Documents that the Collateral Agent is required to exercise as
directed in writing by the Applicable Authorized Representative; provided that the Collateral Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Collateral Agent to liability or
that is contrary to any First Lien Security Document or applicable law; 
 (iii) shall not, except as expressly
set forth herein and in the other First Lien Security Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Affiliates that is communicated to or obtained by
the Person serving as the Collateral Agent or any of its Affiliates in any capacity; 
 (iv) shall not be liable
for any action taken or not taken by it (i) with the consent or at the request of the Applicable Authorized Representative 

  
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or (ii) in the absence of its own gross negligence or willful misconduct or (iii) in reliance on a certificate of an authorized officer of the Company stating that such action is
permitted by the terms of this Agreement. The Collateral Agent shall be deemed not to have knowledge of any Event of Default under any Series of First Lien Obligations unless and until notice describing such Event of Default is given to the
Collateral Agent by the Authorized Representative of such First Lien Obligations or the Company; 
 (v) shall not
be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other First Lien Security Document, (ii) the contents of any certificate,
report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the
occurrence of any default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other First Lien Security Document or any other agreement, instrument or document, or the creation, perfection or priority of any
Lien purported to be created by the First Lien Security Documents, (v) the value or the sufficiency of any Collateral for any Series of First Lien Obligations, or (v) the satisfaction of any condition set forth in any Secured Credit
Document, other than to confirm receipt of items expressly required to be delivered to the Collateral Agent; 

(vi) shall not have any fiduciary duties or contractual obligations of any kind or nature under any Other First Lien
Agreement (but shall be entitled to all protections provided to the Collateral Agent therein); 
 (vii) with
respect to the Credit Agreement, any Other First Lien Agreement or any First Lien Security Document, may conclusively assume that the Grantors have complied with all of their obligations thereunder unless advised in writing by the Authorized
Representative thereunder to the contrary specifically setting forth the alleged violation; and 
 (viii) may
conclusively rely on any certificate of an officer of the Company provided pursuant to Section 2.04(d) hereof. 

(b) Each Secured Party acknowledges that, in addition to acting as the initial Collateral Agent, JPMorgan Chase Bank, N.A. also serves as
Administrative Agent under the Credit Agreement and each First Lien Secured Party hereby agrees not to assert any claim (including as a result of any conflict of interest) against JPMorgan Chase Bank, N.A., or any successor, arising from the role of
Administrative Agent under the Credit Agreement so long as JPMorgan Chase Bank, N.A. or any such successor is either acting in accordance with the express terms of such documents or otherwise has not engaged in gross negligence or willful
misconduct. 
 SECTION 4.04 Reliance by Collateral Agent. The Collateral Agent shall be entitled to rely upon, and shall
not incur any liability for relying upon, any 

  
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notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by
it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and
shall not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel (who may include, but shall not be limited to counsel for the Company or counsel for the Administrative Agent), independent accountants and other
experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 
 SECTION 4.05 Delegation of Duties. The Collateral Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other First Lien Security Document by or
through any one or more sub-agents appointed by the Collateral Agent. The Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory
provisions of this Article shall apply to any such sub-agent and to the Affiliates of the Collateral Agent and any such sub-agent. 
 SECTION 4.06 Resignation of Collateral Agent. The Collateral Agent may at any time give notice of its resignation as Collateral Agent under this Agreement and the other First Lien Security
Documents to each Authorized Representative and the Company. Upon receipt of any such notice of resignation, the Applicable Authorized Representative shall have the right (subject, unless an Event of Default relating to a payment default or the
commencement of an Insolvency or Liquidation Proceeding has occurred and is continuing, to the consent of the Company (not to be unreasonably withheld or delayed)), to appoint a successor, which shall be a bank or trust company with an office in the
United States, or an Affiliate of any such bank or trust company with an office in the United States. If no such successor shall have been so appointed by the Applicable Authorized Representative and shall have accepted such appointment within 10
days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the First Lien Secured Parties, appoint a successor Collateral Agent meeting the qualifications set forth above;
provided that if the Collateral Agent shall notify the Company and each Authorized Representative that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice
and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other First Lien Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of
the First Lien Secured Parties under any of the First Lien Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the First
Lien Secured Parties therein until such time as a successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative, any other First Lien Secured Parties or any
Grantor) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized


  
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Representative appoints a successor Collateral Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Collateral Agent hereunder and under the First
Lien Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its
duties and obligations hereunder or under the other First Lien Security Documents (if not already discharged therefrom as provided above in this Section). After the retiring Collateral Agent’s resignation hereunder and under the other Loan
Documents, the provisions of this Article, Sections 8.07 and 9.05 of the Credit Agreement and the equivalent provision of any Other First Lien Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and
their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Collateral Agent was acting as Collateral Agent. Upon any notice of resignation of the Collateral Agent hereunder and under the
other First Lien Security Documents, the Company agrees to use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor of the retiring Collateral Agent under the First Lien Security Documents to the
successor Collateral Agent as promptly as practicable. 
 SECTION 4.07 Non-Reliance on Collateral Agent and Other First Lien
Secured Parties. Each First Lien Secured Party acknowledges that it has, independently and without reliance upon the Collateral Agent, any Authorized Representative or any other First Lien Secured Party or any of their Affiliates and based on
such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other Secured Credit Documents. Each First Lien Secured Party also acknowledges that it will, independently
and without reliance upon the Collateral Agent, any Authorized Representative or any other First Lien Secured Party or any of their Affiliates and based on such documents and information as it shall from time to time deem appropriate, continue to
make its own decisions in taking or not taking action under or based upon this Agreement, any other Secured Credit Document or any related agreement or any document furnished hereunder or thereunder. 

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

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

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

JPMorgan Chase Bank, N.A. 

1111 Fannin, 10th Floor 
 Houston, Texas 77002 
 Attention: Investment Bank Loan Operations,
Kimberly Brown 
 Telephone: 713-750-2503 

Telecopier: 713-427-6307 
 E-mail: Kimberly.texas.brown@jpmorgan.com; 
 (b) if to the Initial
Other Authorized Representative, to it at: 
 Wilmington Trust, National Association 

Corporate Capital Markets 
 50 South Sixth Street 
 Suite 1290 

Minneapolis, Minnesota 55402 
 Attention: Hexion Administrator 
 Telephone: 612-217-5632

 Telecopier: 612-217-5651 

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

  
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 SECTION 5.02 Waivers; Amendment; Joinder Agreements. 

(a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or
power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall
in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any
party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances. 
 (b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing
entered into by each Authorized Representative and the Collateral Agent. 
 (c) Notwithstanding the foregoing,
without the consent of any First Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 7.20 of the Collateral Agreement and upon such execution
and delivery, such Authorized Representative and the Other First Lien Secured Parties and Other First Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the other
First Lien Security Documents applicable thereto. 
 SECTION 5.03 Parties in Interest. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and assigns, as well as the other First Lien Secured Parties, all of whom are intended to be bound by, and to be third party beneficiaries of, this Agreement.

 SECTION 5.04 Survival of Agreement. All covenants, agreements, representations and warranties made by any party in
this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement. 
 SECTION 5.05 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract.
Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. 

  
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 SECTION 5.06 Severability. Any provision of this Agreement held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions
hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
 SECTION 5.07 Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York. 

SECTION 5.08 Submission to Jurisdiction; Waivers. The Collateral Agent and each Authorized Representative, on behalf of itself and
the First Lien Secured Parties of the Series for whom it is acting, irrevocably and unconditionally: 
 (a)
submits for itself and its property in any legal action or proceeding relating to this Agreement and the First Lien Security Documents, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of
the state and federal courts located in New York County and appellate courts from any thereof; 
 (b) consents
that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same; 
 (c) agrees that service of process in any such
action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address referred to in
Section 5.01 hereof; 
 (d) agrees that nothing herein shall affect the right of any other party hereto (or
any First Lien Secured Party) to effect service of process in any other manner permitted by law; and 
 (e)
waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages. 

SECTION 5.09 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATNE, AGENT OR ATTORNEY


  
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OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND
THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.09. 
 SECTION 5.10 Headings. Article, Section and Annex headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be
taken into consideration in interpreting, this Agreement. 
 SECTION 5.11 Conflicts. 

(a) In the event of any conflict between the terms of this Agreement and the terms of any of the other Secured Credit Documents or First
Lien Security Documents, the terms of this Agreement shall govern. 
 (b) Notwithstanding Section 5.11(a) above, in the
event of any conflict between the terms of this Agreement and the terms of (i) the New 1-1/2 Lien Intercreditor Agreement or (ii) the Existing Second Lien Intercreditor Agreement, the terms of the New 1-1/2 Lien Intercreditor Agreement or
the Existing Second Lien Intercreditor Agreement, as applicable, shall govern. 
 SECTION 5.12 Provisions Solely to Define
Relative Rights. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Secured Parties in relation to one another. None of the Company, any other Grantor or any other
creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Section 2.04, 2.05, 2.08, 2.09 or Article V) is intended to or will
amend, waive or otherwise modify the provisions of the Credit Agreement or any Other First Lien Agreements), and none of the Company or any other Grantor may rely on the terms hereof (other than Sections 2.04, 2.05, 2.08, 2.09 and Article V).
Nothing in this Agreement is intended to or shall impair the obligations of any Grantor, which are absolute and unconditional, to pay the First Lien Obligations as and when the same shall become due and payable in accordance with their terms.

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

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

			
	JPMORGAN CHASE BANK, N.A.,
	as Administrative Agent and Collateral Agent
		
	By:	 	 /s/ Authorized Signatory

		 	Name:
		 	Title:
	
	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	as Initial Other Authorized Representative
		
	By:	 	 /s/ Authorized Signatory

		 	Name:
		 	Title


 [First Lien Intercreditor Agreement]